WAYSTAR HOLDING CORP (WAY)
Sector: Health Care
2026 Annual Meeting Analysis
WAYSTAR HOLDING CORP · Meeting: June 1, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Elect Four Class II Directors
DeMichiei has served since 2020 and brings strong financial and healthcare expertise as former CFO of UPMC; the company's 3-year price return of +24.6% is a strong positive, and WAY's TSR would need to trail the disclosed compensation peer group by more than 65 percentage points to trigger an against vote, which is not the case; no overboarding, attendance, or independence concerns identified.
Driscoll has served as Independent Board Chairman since 2019 and has deep healthcare industry leadership experience; the company's 3-year price return of +24.6% is a strong positive and does not approach the 65-percentage-point peer-underperformance threshold needed to trigger an against vote; no overboarding (current boards: Magnit Global, RIS Rx, Wheel Health, Infinitus Systems — all appear to be private or non-conflicting), attendance, or independence concerns identified.
Moskowitz has served since 2019 and brings relevant private equity and healthcare investment expertise as a Principal at Bain Capital; the company's 3-year price return of +24.6% is a strong positive and does not trigger the TSR underperformance threshold; no overboarding, attendance, or independence concerns identified.
Young joined the board on October 1, 2025, which is less than 24 months ago, making her exempt from the TSR underperformance trigger under policy; she brings relevant technology and private equity investment experience as a Managing Director at Advent International; no other policy concerns identified.
All four Class II director nominees receive a FOR vote. The company's 3-year price return of +24.6% falls in the strong-positive tier, requiring a gap of more than 65 percentage points versus the named compensation peer group to trigger an against vote — a threshold that is not met. Ms. Young joined within the past 24 months and is exempt from the TSR trigger. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✗ AGAINSTCEO
Matthew J. Hawkins
Total Comp
$37,124,319
Prior Support
N/A
The CEO received total reported compensation of $37.1 million in 2025, heavily driven by a $35 million equity award (including both restricted stock units and performance stock awards) granted in a single year. For a healthcare technology company with a market cap of approximately $4.9 billion, a CEO pay package of this magnitude — representing nearly 0.76% of the entire company's market value in a single year — is likely to be well above the +20% threshold above the benchmark for a CEO at this company size and sector, which would trigger a No vote under our policy. While the pay structure is appropriately weighted toward variable and performance-based compensation (97.7% at risk, including TSR-linked performance stock awards for the CEO), and the company delivered strong 2025 results including 17% revenue growth and a 112% net revenue retention rate, the sheer scale of the equity grant in a single year raises significant concerns about pay level appropriateness relative to peers. Because this is the company's first Say-on-Pay vote following its 2024 IPO, there is no prior-year vote result to consult, but the pay level concern independently supports an against vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table provided in the filing did not contain extractable dollar figures for audit and non-audit fees, so the non-audit fee ratio trigger cannot be evaluated; per policy, when fee data is unavailable the default is FOR. KPMG is a Big 4 firm appropriate for a company of Waystar's size (~$4.9B market cap). Auditor tenure is not disclosed in the provided filing text, so the tenure trigger does not fire. No material restatements were identified.
Overall Assessment
The 2026 Waystar annual meeting presents three standard proposals plus a say-on-frequency vote. All four Class II director nominees receive a FOR vote given the company's positive 3-year price return and absence of overboarding, attendance, or qualifications concerns. The auditor ratification (KPMG) receives a FOR vote as a Big 4 firm appropriate for Waystar's size, though fee data was not extractable from the provided filing text. The Say-on-Pay vote receives an AGAINST recommendation due to the CEO's $37.1 million total compensation package — anchored by a $35 million single-year equity grant — which appears materially above the expected benchmark for a healthcare technology CEO at a ~$4.9 billion market cap company, even accounting for the company's strong 2025 operating performance.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing