Pay vs Performance Disclosure pure in Thousands | 12 Months Ended |
Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) |
Pay vs Performance Disclosure [Table] | | | |
Pay vs Performance [Table Text Block] | Pay versus P erformance The following table sets forth additional compensation information of our Principal Executive Officer (“PEO”) and our non-PEO named executive officers (“Non-PEOs”) along with the relationship of such compensation to total shareholder return, net income, and Adjusted EBITDA performance results for our fiscal years ending in 2023, 2022, and 2021 in accordance with Item 402(v) of Regulation S-K. “Compensation Actually Paid” values shown in the required table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our PEO and Non-PEOs in such fiscal years, including with respect to RSUs and PRSUs. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement. Average Average (2)(3) ($) Value of Initial Fixed $100 Fiscal (1) Summary Compensation (2)(3) ($) Total (4) ($) Peer Group (4) ($) Net Income Adjusted (5) 2023 13,400,167 14,441,532 5,607,831 4,042,284 92.11 125.40 (26,143 ) 272,348 2022 9,947,622 (5,492,707 ) 2,398,514 (623,189 ) 80.90 138.87 (44,289 ) 236,015 2021 9,399,483 16,471,133 2,669,117 4,616,740 126.48 118.45 8,834 240,795 (1) Non-PEOs included in the above compensation columns reflect the following: Fiscal Year PEO Non-PEOs 2023 Jon Kessler Stephen Neeleman, M.D.; Tyson Murdock; Eli Rosner; Edward Bloomberg; Larry Trittschuh 2022 Jon Kessler Stephen Neeleman, M.D.; Tyson Murdock; Darcy Mott; Edward Bloomberg; Larry Trittschuh 2021 Jon Kessler Stephen Neeleman, M.D.; Darcy Mott; Edward Bloomberg; William Otten (2) Because of adjustments required by SEC rules, as explained in detail in Note (3) below, “Compensation Actually Paid” may be a negative amount. As noted previously, “Compensation Actually Paid” does not represent amounts actually earned or realized by our PEO and Non-PEOs in the applicable fiscal years. (3) The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for time-based vesting restricted stock awards or RSU awards, closing price on the applicable year-end date, or, in the case of vesting dates, the closing price on the applicable vesting dates, (2) for performance-based RSU awards (excluding awards with market-based vesting conditions), the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (3) for awards with market-based vesting conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (4) for stock options, a Black-Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten-year contractual life multiplied by the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. Fiscal year 2023 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table: PEO Average Total Reported in Fiscal 2023 Summary Compensation Table 13,400,167 5,607,831 Less, value of awards reported in Summary Compensation Table (11,849,492 ) (4,577,738 ) Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year 10,550,461 3,376,855 Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year 1,724,240 190,057 Plus, fair value of awards granted in fiscal year and that vested this fiscal year — — Plus, change in fair value of prior year awards that vested this fiscal year 616,156 171,524 Less, fair value of prior year awards that failed to vest this fiscal year — (726,245 ) Total Adjustments 1,041,365 (1,565,547 ) Compensation Actually Paid 14,441,532 4,042,284 Fiscal year 2022 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to Non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table: PEO Average Total Reported in Fiscal 2022 Summary Compensation Table 9,947,622 2,398,514 Less, value of awards reported in Summary Compensation Table (8,711,947 ) (1,815,747 ) Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year 5,685,079 1,256,445 Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year (9,966,440 ) (1,906,814 ) Plus, fair value of awards granted in fiscal year and that vested this fiscal year — — Plus, change in fair value of prior year awards that vested this fiscal year (1,236,382 ) (289,279 ) Less, fair value of prior year awards that failed to vest this fiscal year (1,210,639 ) (266,308 ) Total Adjustments (15,440,329 ) (3,021,703 ) Compensation Actually Paid (5,492,707 ) (623,189 ) Fiscal year 2021 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to Non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table: PEO Average Total Reported in Fiscal 2021 Summary Compensation Table 9,399,483 2,669,117 Less, value of awards reported in Summary Compensation Table (8,012,443 ) (1,924,184 ) Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year 12,677,489 3,078,558 Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal 3,720,725 1,048,970 Plus, fair value of awards granted in fiscal year and that vested this fiscal year — — Plus, change in fair value of prior year awards that vested this fiscal year (1,314,121 ) (255,721 ) Less, fair value of prior year awards that failed to vest this fiscal year — — Total Adjustments 7,071,650 1,947,623 Compensation Actually Paid 16,471,133 4,616,740 (4) Company and peer group TSR reflects the cumulative total return of our common stock and the Russell 3000 Index, as reflected in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on January 31, 2020. (5) We define Adjusted EBITDA, which is a non-GAAP financial metric, as adjusted earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, amortization of incremental costs to obtain a contract, costs associated with unused office space, and certain other non-operating items. | | |
Company Selected Measure Name | Adjusted EBITDA | | |
Named Executive Officers, Footnote [Text Block] | (1) Non-PEOs included in the above compensation columns reflect the following: Fiscal Year PEO Non-PEOs 2023 Jon Kessler Stephen Neeleman, M.D.; Tyson Murdock; Eli Rosner; Edward Bloomberg; Larry Trittschuh 2022 Jon Kessler Stephen Neeleman, M.D.; Tyson Murdock; Darcy Mott; Edward Bloomberg; Larry Trittschuh 2021 Jon Kessler Stephen Neeleman, M.D.; Darcy Mott; Edward Bloomberg; William Otten (2) Because of adjustments required by SEC rules, as explained in detail in Note (3) below, “Compensation Actually Paid” may be a negative amount. As noted previously, “Compensation Actually Paid” does not represent amounts actually earned or realized by our PEO and Non-PEOs in the applicable fiscal years. | | |
Peer Group Issuers, Footnote [Text Block] | (4) Company and peer group TSR reflects the cumulative total return of our common stock and the Russell 3000 Index, as reflected in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on January 31, 2020. | | |
PEO Total Compensation Amount | $ 13,400,167 | $ 9,947,622 | $ 9,399,483 |
PEO Actually Paid Compensation Amount | $ 14,441,532 | (5,492,707) | 16,471,133 |
Adjustment To PEO Compensation, Footnote [Text Block] | (3) The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for time-based vesting restricted stock awards or RSU awards, closing price on the applicable year-end date, or, in the case of vesting dates, the closing price on the applicable vesting dates, (2) for performance-based RSU awards (excluding awards with market-based vesting conditions), the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (3) for awards with market-based vesting conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (4) for stock options, a Black-Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten-year contractual life multiplied by the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. Fiscal year 2023 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table: PEO Average Total Reported in Fiscal 2023 Summary Compensation Table 13,400,167 5,607,831 Less, value of awards reported in Summary Compensation Table (11,849,492 ) (4,577,738 ) Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year 10,550,461 3,376,855 Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year 1,724,240 190,057 Plus, fair value of awards granted in fiscal year and that vested this fiscal year — — Plus, change in fair value of prior year awards that vested this fiscal year 616,156 171,524 Less, fair value of prior year awards that failed to vest this fiscal year — (726,245 ) Total Adjustments 1,041,365 (1,565,547 ) Compensation Actually Paid 14,441,532 4,042,284 Fiscal year 2022 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to Non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table: PEO Average Total Reported in Fiscal 2022 Summary Compensation Table 9,947,622 2,398,514 Less, value of awards reported in Summary Compensation Table (8,711,947 ) (1,815,747 ) Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year 5,685,079 1,256,445 Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year (9,966,440 ) (1,906,814 ) Plus, fair value of awards granted in fiscal year and that vested this fiscal year — — Plus, change in fair value of prior year awards that vested this fiscal year (1,236,382 ) (289,279 ) Less, fair value of prior year awards that failed to vest this fiscal year (1,210,639 ) (266,308 ) Total Adjustments (15,440,329 ) (3,021,703 ) Compensation Actually Paid (5,492,707 ) (623,189 ) Fiscal year 2021 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to Non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table: PEO Average Total Reported in Fiscal 2021 Summary Compensation Table 9,399,483 2,669,117 Less, value of awards reported in Summary Compensation Table (8,012,443 ) (1,924,184 ) Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year 12,677,489 3,078,558 Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal 3,720,725 1,048,970 Plus, fair value of awards granted in fiscal year and that vested this fiscal year — — Plus, change in fair value of prior year awards that vested this fiscal year (1,314,121 ) (255,721 ) Less, fair value of prior year awards that failed to vest this fiscal year — — Total Adjustments 7,071,650 1,947,623 Compensation Actually Paid 16,471,133 4,616,740 | | |
Non-PEO NEO Average Total Compensation Amount | $ 5,607,831 | 2,398,514 | 2,669,117 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,042,284 | (623,189) | 4,616,740 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (3) The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for time-based vesting restricted stock awards or RSU awards, closing price on the applicable year-end date, or, in the case of vesting dates, the closing price on the applicable vesting dates, (2) for performance-based RSU awards (excluding awards with market-based vesting conditions), the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (3) for awards with market-based vesting conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (4) for stock options, a Black-Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten-year contractual life multiplied by the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. Fiscal year 2023 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table: PEO Average Total Reported in Fiscal 2023 Summary Compensation Table 13,400,167 5,607,831 Less, value of awards reported in Summary Compensation Table (11,849,492 ) (4,577,738 ) Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year 10,550,461 3,376,855 Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year 1,724,240 190,057 Plus, fair value of awards granted in fiscal year and that vested this fiscal year — — Plus, change in fair value of prior year awards that vested this fiscal year 616,156 171,524 Less, fair value of prior year awards that failed to vest this fiscal year — (726,245 ) Total Adjustments 1,041,365 (1,565,547 ) Compensation Actually Paid 14,441,532 4,042,284 Fiscal year 2022 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to Non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table: PEO Average Total Reported in Fiscal 2022 Summary Compensation Table 9,947,622 2,398,514 Less, value of awards reported in Summary Compensation Table (8,711,947 ) (1,815,747 ) Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year 5,685,079 1,256,445 Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year (9,966,440 ) (1,906,814 ) Plus, fair value of awards granted in fiscal year and that vested this fiscal year — — Plus, change in fair value of prior year awards that vested this fiscal year (1,236,382 ) (289,279 ) Less, fair value of prior year awards that failed to vest this fiscal year (1,210,639 ) (266,308 ) Total Adjustments (15,440,329 ) (3,021,703 ) Compensation Actually Paid (5,492,707 ) (623,189 ) Fiscal year 2021 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to Non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table: PEO Average Total Reported in Fiscal 2021 Summary Compensation Table 9,399,483 2,669,117 Less, value of awards reported in Summary Compensation Table (8,012,443 ) (1,924,184 ) Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year 12,677,489 3,078,558 Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal 3,720,725 1,048,970 Plus, fair value of awards granted in fiscal year and that vested this fiscal year — — Plus, change in fair value of prior year awards that vested this fiscal year (1,314,121 ) (255,721 ) Less, fair value of prior year awards that failed to vest this fiscal year — — Total Adjustments 7,071,650 1,947,623 Compensation Actually Paid 16,471,133 4,616,740 | | |
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid versus Total Shareholder Return | | |
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid versus Net Income (Loss) and Adjusted EBITDA | | |
Tabular List [Table Text Block] | The following performance measures reflect the Company’s most important performance measures in effect for the fiscal year ended January 31, 2023, as further described and defined in the Compensation Discussion and Analysis under Fiscal Year 2023 Business Highlights. Most Important Performance Measures for Fiscal 2023 • Adjusted EBITDA • New HSA sales • Revenue | | |
Total Shareholder Return Amount | $ 92.11 | 80.9 | 126.48 |
Peer Group Total Shareholder Return Amount | 125.4 | 138.87 | 118.45 |
Net Income (Loss) | $ (26,143,000) | $ (44,289,000) | $ 8,834,000 |
Company Selected Measure Amount | 272,348 | 236,015 | 240,795 |
PEO Name | Jon Kessler | | |
Measure [Axis]: 1 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | Adjusted EBITDA | | |
Non-GAAP Measure Description [Text Block] | (5) We define Adjusted EBITDA, which is a non-GAAP financial metric, as adjusted earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, amortization of incremental costs to obtain a contract, costs associated with unused office space, and certain other non-operating items. | | |
Measure [Axis]: 2 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | New HSA sales | | |
Measure [Axis]: 3 | | | |
Pay vs Performance Disclosure [Table] | | | |
Measure Name | Revenue | | |
PEO [Member] | Value Of Awards Reported In Summary Compensation Table [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | $ (11,849,492) | $ (8,711,947) | $ (8,012,443) |
PEO [Member] | Year-End Value Of Awards Granted In Fiscal Year That Are Unvested And Outstanding At The End Of The Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 10,550,461 | 5,685,079 | 12,677,489 |
PEO [Member] | Change In Fair Value Of Prior Year Awards That Are Unvested And Outstanding At End Of Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 1,724,240 | (9,966,440) | 3,720,725 |
PEO [Member] | Change In Fair Value Of Prior Year Awards That Vested This Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 616,156 | (1,236,382) | (1,314,121) |
PEO [Member] | Fair Value Of Prior Year Awards That Failed To Vest This Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | | (1,210,639) | |
PEO [Member] | Total Equity Awards Adjustments [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 1,041,365 | (15,440,329) | 7,071,650 |
Non-PEO NEO [Member] | Value Of Awards Reported In Summary Compensation Table [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | (4,577,738) | (1,815,747) | (1,924,184) |
Non-PEO NEO [Member] | Year-End Value Of Awards Granted In Fiscal Year That Are Unvested And Outstanding At The End Of The Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 3,376,855 | 1,256,445 | 3,078,558 |
Non-PEO NEO [Member] | Change In Fair Value Of Prior Year Awards That Are Unvested And Outstanding At End Of Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 190,057 | (1,906,814) | 1,048,970 |
Non-PEO NEO [Member] | Change In Fair Value Of Prior Year Awards That Vested This Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | 171,524 | (289,279) | (255,721) |
Non-PEO NEO [Member] | Fair Value Of Prior Year Awards That Failed To Vest This Fiscal Year [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | (726,245) | (266,308) | |
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member] | | | |
Pay vs Performance Disclosure [Table] | | | |
Adjustment to Compensation Amount | $ (1,565,547) | $ (3,021,703) | $ 1,947,623 |