Independent
Tenure on this board
6.4 yrs
Also a director at
Ampco Pittsburgh Corp (AP)Ardent Health Inc (ARDT)
4 nominees · 3 ballot items.
Elect four Class II directors; ratify KPMG LLP as independent registered public accounting firm for 2026; and hold a non-binding advisory vote on the frequency (one, two, or three years) of future advisory votes to approve Named Executive Officer compensation (Board recommends one year).
Elect Robert A. DeMichiei, John Driscoll, Paul G. Moskowitz, and Lauren Young as Class II directors to hold office until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of KPMG LLP as Waystar’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote asking stockholders to indicate whether future advisory votes to approve the compensation of Named Executive Officers should be held every one, two, or three years (Board recommends one year).
This proposal asks stockholders to indicate, on a non-binding advisory basis, the preferred frequency (one, two, or three years) for future advisory votes to approve the compensation of the Company’s Named Executive Officers (Say-on-Pay). Management is seeking shareholder guidance because SEC rules require a frequency vote at least once every six years and because the Board values stockholder feedback on executive compensation governance. The Company, having completed its IPO in 2024 and held stockholder engagement on compensation matters, frames this vote as a governance cadence decision affecting how often shareholders will formally provide input on pay practices. The Board recommends an annual vote, arguing it provides routine, timely feedback, improves accountability of the Compensation Committee, and aligns with prevailing best practices. The outcome is non-binding, so while it signals stockholder preference, the Board retains discretion and will consider the result when setting future policy; the proxy statement also states that if no option receives a majority the Board will still consider the results. From an investor-relations perspective, an annual cadence can increase oversight and allow shareholders to respond more quickly to material changes in pay design or company performance; conversely, more frequent votes increase administrative burden and may amplify short-term reactions to performance swings. The Board’s recommendation is presented alongside the company’s context of strong 2025 performance, recent post-IPO compensation design changes (including RSUs and CEO PSUs), and ongoing engagement, which the Compensation Committee will weigh in interpreting the vote. For sophisticated analysts evaluating governance trade-offs, the key considerations are the advisory nature of the vote, potential signaling effects to the Compensation Committee, historical investor preferences (many investors favor annual Say-on-Pay), and how the chosen frequency would interact with the Company’s multi-year incentive structures (e.g., four-year PSUs). Overall, the proposal is governance-focused rather than operational, and while non-binding, it materially influences the cadence of shareholder oversight and the Compensation Committee’s engagement strategy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | EQT Fund Management S.a r.l. | 13.0% | 24,879,437 | $600M |
| 2 | CANADA PENSION PLAN INVESTMENT BOARD | 9.9% | 19,025,452 | $459M |
| 3 | BAIN CAPITAL INVESTORS LLC | 6.9% | 13,243,539 | $319M |
| 4 | FMR LLC | 6.4% | 12,202,679 | $294M |
| 5 | BlackRock, Inc. | 6.3% | 12,072,195 | $291M |
| 6 | ADVENT INTERNATIONAL, L.P. | 5.8% | 11,059,899 | $267M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.3% | 6,406,778 | $154M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 2.7% | 5,145,224 | $124M |
| 9 | Neuberger Berman Group LLC | 2.4% | 4,671,179 | $113M |
| 10 | GOLDENTREE ASSET MANAGEMENT LP | 2.3% | 4,443,671 | $107M |
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