Eric Liu
About Eric C. Liu
Eric C. Liu, 48, has served as an independent director of Waystar Holding Corp. since 2019. He is Partner, Co-Head of Private Capital and Global Co-Head of Healthcare at EQT (since 2014), and since 2024 has been Executive Officer and a director of EQT Private Equity Company LLC. He was selected for the board based on finance/capital markets expertise and deep healthcare industry insight from advising and serving on boards of EQT portfolio companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQT | Partner; Co-Head of Private Capital; Global Co-Head of Healthcare | 2014–present | Leads healthcare investing; capital markets experience |
| EQT Private Equity Company LLC | Executive Officer and Director | 2024–present | Governance and portfolio oversight |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Parexel | Director | 2021–present | Private | Global CRO; healthcare services |
| Zeus Industrial Products, Inc. | Director | 2024–present | Private | Components supplier to medical device industry |
| Certara | Director | 2017–2022 | Public (period) | Model‑informed drug development; regulatory science |
| Aldevron | Director | 2019–2021 | Private | Plasmid DNA supplier for cell/gene therapies |
| Press Ganey | Director | 2016–2019 | Public (period) | Healthcare analytics and advisory |
Board Governance
- Board class and tenure: Class II director; on board since 2019 .
- Committee assignments: Chair, Nominating and Corporate Governance Committee (NCGC); members include Samuel Blaichman, John Driscoll, Heidi Miller .
- NCGC remit: Board composition, director nominations, committee membership recommendations, governance guidelines, and oversight of board/committee/management evaluations .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules, including Liu .
- Attendance and engagement: Each director attended at least 75% of aggregate board and committee meetings in 2024; independent directors meet regularly in executive session .
| Governance Activity | 2024 Count | Eric Liu Attendance |
|---|---|---|
| Board meetings | 5 | ≥75% of meetings attended |
| Audit, Compliance & Risk Committee meetings | 4 | ≥75% of assigned meetings attended (as applicable) |
| Talent & Compensation Committee meetings | 5 | ≥75% of assigned meetings attended (as applicable) |
| Nominating & Corporate Governance Committee meetings | 1 | ≥75% of assigned meetings attended (as applicable) |
- Sponsor nomination and committee placement rights: EQT, CPPIB, and Bain have board nomination rights; EQT may designate the board chair while holding ≥20% (with CPPIB consent). The Stockholders Agreement assigns committee seats to sponsor nominees, including one EQT nominee on NCGC and TCC; Bain nominee on ACRC, subject to independence rules .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $0 |
| Committee chair fee | $0 |
| Meeting fees | $0 |
| Option awards (grant‑date fair value) | $0 |
| Stock awards (RSUs; grant‑date fair value) | $0 |
| Total | $0 |
Context: Non‑employee directors who are not employed by EQT/CPPIB/Bain receive $50,000 cash retainer plus ~$200,000 annual RSU retainer; committee chair/member retainers are $20,000/$10,000 (TCC), $25,000/$15,000 (ACRC), and $15,000/$5,000 (NCGC). The non‑executive board chair receives an additional $100,000 cash retainer. These policies do not apply to sponsor‑affiliated directors like Liu .
Performance Compensation
| Item | Details |
|---|---|
| Performance‑based director pay | None disclosed for sponsor‑affiliated directors; Eric Liu received no equity or cash awards tied to performance in 2024 |
| Director equity plan features | Annual RSUs for non‑sponsor directors are time‑based; no performance metrics disclosed (applies only to non‑sponsor directors) |
Other Directorships & Interlocks
| Connection | Nature | Potential Overlap/Impact |
|---|---|---|
| EQT sponsorship | EQT holds ~22.4% of WAY and has nomination/committee rights; Liu is EQT executive and NCGC Chair | Governance influence; potential perceived conflict with minority investor preferences |
| Current boards (Parexel; Zeus Industrial Products) | External healthcare/medical device roles | No related‑party transactions with these entities disclosed in proxy |
Expertise & Qualifications
- Finance and capital markets expertise; healthcare industry insight from multiple portfolio boards, aligning with WAY’s healthcare technology focus .
- Governance leadership as NCGC Chair with remit over board composition and governance guidelines .
- Tenure since 2019 provides continuity and institutional knowledge during and post‑IPO governance evolution .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs/Options within 60 days | Pledged |
|---|---|---|---|---|
| Eric C. Liu | — | — | — | None pledged |
Ownership guidelines: A 3× cash retainer stock ownership guideline applies to non‑employee directors not employed by EQT/CPPIB/Bain; initial compliance date for directors is 2027. Sponsor‑affiliated directors (e.g., Liu) are excluded from these guidelines. None of the directors/executives had pledged shares as of April 21, 2025 .
Governance Assessment
- Board effectiveness: As NCGC Chair, Liu oversees director recruitment, committee composition, governance guidelines, and board/management evaluations—central to board quality and refreshment .
- Independence vs. sponsor influence: While the board affirmed Liu’s independence under Nasdaq rules, EQT’s nomination and committee placement rights plus right to designate the board chair at certain thresholds can create perceived conflicts and concentration of influence. This is a governance sensitivity for minority shareholders .
- Attendance and engagement: Meets ≥75% attendance threshold; board/committee activity indicates an engaged governance calendar with regular executive sessions of independent directors—supportive for oversight quality .
- Compensation and alignment: Liu receives no director compensation from WAY, and has no personal beneficial ownership reported; alignment is primarily via EQT’s 22.4% stake rather than personal skin‑in‑the‑game—neutral to alignment with minority holders, but strong alignment with sponsor value creation .
- Related‑party exposure: Proxy discloses related‑party transactions primarily with Bain/CPPIB affiliates (credit facility; clients/vendors); no EQT‑related commercial transactions are disclosed. Stockholders Agreement embeds sponsor rights into board and committee composition—monitor for potential overhang on governance independence .
RED FLAGS
- Sponsor control features: EQT/CPPIB/Bain nomination and committee rights; EQT’s right to designate board chair while above 20%—potential governance concentration risk .
- Personal ownership: No reported personal share ownership for Liu; excluded from director ownership guidelines—reduced direct alignment with minority shareholders while aligned with sponsor interests .
- Committee chair role and sponsorship: NCGC leadership by a sponsor‑affiliated director may heighten perceived conflicts in board refreshment and governance guideline setting; mitigated by Nasdaq independence determination and committee charters .