Ethan Waxman
About Ethan Waxman
Ethan Waxman, 36, is an independent Class III director of Waystar Holding Corp. since June 2024 and a Partner at EQT (joined August 2015), with finance and capital markets expertise and healthcare industry insight from advising EQT portfolio companies . He currently serves on the board of Zeus Industrial Products, Inc. (since 2024) and previously served on Certara, Inc. (August 2020–December 2022) . The board has affirmatively determined he is independent under Nasdaq rules; his Class III term runs to the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQT | Partner | August 2015–present | Advises healthcare portfolio companies; selected for finance/capital markets and sector insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zeus Industrial Products, Inc. | Director | 2024–present | Not disclosed |
| Certara, Inc. | Director | Aug 2020–Dec 2022 | Not disclosed |
Board Governance
- Classification and tenure: Class III director; term expires at the 2027 annual meeting .
- Independence: Board determined all directors other than the CEO (Hawkins) are independent; Waxman qualifies as independent under Nasdaq rules .
- Committee assignments: Member, Talent & Compensation Committee (TCC); TCC members are Heidi Miller (Chair), Samuel Blaichman, Priscilla Hung, John Driscoll, and Ethan Waxman .
- Attendance: In 2024 there were 5 board meetings, 5 TCC meetings, 4 Audit meetings, and 1 NCGC meeting; each director attended at least 75% of the aggregate meetings of the board and committees on which they served .
- Sponsor nomination rights and influence: EQT has one board nominee at current ownership levels; Messrs. Waxman and Liu are EQT nominees . EQT may designate and remove the board chair (subject to CPPIB consent) so long as EQT owns ≥20%; EQT owned 22.4% as of April 21, 2025 .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | $0 (2024) | Sponsor-affiliated directors (EQT/CPPIB/Bain employees) are not paid by Waystar |
| Option awards | $0 (2024) | Not granted to sponsor-affiliated directors in 2024 |
| Stock awards (RSUs) | $0 (2024) | IPO RSU grant (8,695) only for non-sponsor-affiliated directors; not applicable to Waxman |
| Policy: Annual cash retainer (non-sponsor directors) | $50,000 | Paid quarterly; not applicable to Waxman |
| Policy: Annual equity retainer (non-sponsor directors) | ~$200,000 in RSUs | Granted at annual meeting; not applicable to Waxman |
| Policy: Committee chair/member fees (non-sponsor directors) | Audit Chair $25,000; Audit Member $15,000; Comp Chair $20,000; Comp Member $10,000; NCGC Chair $15,000; NCGC Member $5,000 | Not applicable to Waxman due to sponsor affiliation |
| Non-Employee Director Deferral Plan | Available to directors; deferral of cash and/or RSU settlements into DSUs with flexible settlement elections | Waxman had no company-paid cash/RSUs to defer in 2024 |
Implication: Waxman’s compensation is borne by EQT, not Waystar, reducing direct pay-related conflicts at the company level, but limiting individual equity alignment via company grants .
Performance Compensation
- No performance-based director compensation disclosed; RSU and cash retainers apply only to non-sponsor-affiliated directors and were not granted to Waxman in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Sponsor rights and interlocks | EQT, CPPIB, and Bain hold nomination and committee placement rights via certificate and Stockholders Agreement; Bain nominee on Audit; CPPIB and one EQT nominee on TCC and NCGC . |
| Chair designation | EQT can designate/remove the board chair while ≥20% ownership (subject to CPPIB consent); EQT at 22.4% as of 4/21/2025 . |
| Related-party transactions | First Lien Credit Facility lenders include Bain and CPPIB (material principal and interest flows); commercial relationships with Bain-owned clients/vendors; no EQT transaction lines disclosed in 2022–2024 . |
RED FLAGS: Sponsor influence on board and committee composition; material related-party lending and commercial ties with Bain/CPPIB (though not EQT), which require robust recusal and oversight to maintain investor confidence .
Expertise & Qualifications
- Finance and capital markets experience and healthcare industry insight through EQT portfolio work; selected for board service based on these credentials .
- Broader board composition provides audit committee financial expertise via DeMichiei; Waxman contributes to TCC with sponsor and capital markets perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| EQT | 38,828,374 | 22.4% |
| Ethan Waxman | — | — |
- Stock ownership guidelines: Apply to non-employee directors not employed by EQT/CPPIB/Bain; target is 3x annual cash retainer, with earliest director compliance date in 2027; sponsor-affiliated directors (including Waxman) are excluded .
- Pledging: As of April 21, 2025, none of Waystar’s executive officers or directors had pledged company shares .
Governance Assessment
- Independence and attendance: Waxman is independent under Nasdaq rules and met ≥75% attendance thresholds in 2024, supporting baseline governance expectations .
- Committee effectiveness: As a TCC member, Waxman participates in setting exec/director pay and succession planning; committee independence is affirmed, but sponsor presence warrants continuous monitoring of consultant independence and at-risk pay rigor .
- Alignment: Waxman had no personal beneficial ownership and is excluded from director ownership guidelines, which may reduce individual “skin-in-the-game”; however, EQT’s 22.4% stake strongly aligns sponsor economics with shareholder outcomes .
- Conflicts and controls: Extensive related-party ties with Bain/CPPIB (credit facility, customers, vendors) heighten conflict risk; Waystar maintains a related person transaction policy and requires director recusals, which should be actively enforced and disclosed to sustain confidence .
- Board power dynamics: EQT can designate the chair at current ownership levels (subject to CPPIB consent), concentrating influence; transparency around chair selection and committee processes is important to mitigate perceived sponsor control risk .
- Overall: Waxman’s capital markets and healthcare expertise are additive, but sponsor influence, limited personal ownership, and related-party exposure are key watchpoints; investor confidence hinges on robust recusal practices, independent committee leadership, and consistent disclosure of conflicts management .