Heidi Miller
About Heidi G. Miller
Heidi G. Miller (age 71) is an independent director of Waystar Holding Corp. and has served on the board since 2021; she is the former President of JPMorgan International (2010–2012) and previously CEO of JPMorgan’s Treasury & Security Services (2004–2010), with prior CFO roles at Bank One (2002–2004), Travelers Group (1995–1998), and Citigroup (1998–2001) . She was selected for her leadership, management, and strategic experience at complex global financial services organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan International | President | 2010–2012 | Led international division; senior P&L oversight |
| JPMorgan Chase – Treasury & Security Services | Chief Executive Officer | 2004–2010 | Ran global TSS operations; infrastructure and services |
| Bank One Corporation | EVP & Chief Financial Officer | 2002–2004 | CFO through merger into JPMorgan |
| Citigroup | Chief Financial Officer | 1998–2001 | Group finance leadership |
| Travelers Group | Chief Financial Officer | 1995–1998 | Pre-merger finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiserv, Inc. | Director | Current (year not specified) | Not disclosed |
| HSBC Holdings plc | Director | 2014–2021 | Not disclosed |
| General Mills, Inc. | Director | 1999–2019 | Not disclosed |
| The Progressive Corporation | Director | 2011–2014 | Not disclosed |
| IFRS Foundation | Trustee | Current (year not specified) | Accounting standards governance |
Board Governance
- Board classification and tenure: Miller is a Class III director; board consists of 10 directors and is divided into three classes serving staggered three-year terms .
- Independence: The board has affirmatively determined Miller is independent under Nasdaq rules (all directors except the CEO are independent) .
- Committee assignments:
- Talent & Compensation Committee (TCC): Chair (members: Miller, Blaichman, Hung, Driscoll, Waxman); all TCC members are independent per Nasdaq standards .
- Nominating & Corporate Governance Committee (NCGC): Member (chair: Liu; members: Blaichman, Driscoll, Miller) .
- Audit, Compliance & Risk Committee (ACRC): Not a member; ACRC chaired by DeMichiei .
- Attendance: In 2024, the board met 5 times; ACRC met 4; TCC met 5; NCGC met 1; each director attended ≥75% of aggregate board/committee meetings during their service period .
- Executive sessions: Independent directors meet regularly in executive session without management or non-independent directors present .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024 actual) | $72,083 | As reported for Miller |
| Stock awards (2024 actual) | $186,943 | Time-based RSUs; grant-date fair value |
| Total (2024 actual) | $259,026 | Sum of cash + stock awards |
| Annual cash retainer (policy) | $50,000 | Non-employee directors (not employed by Institutional Investors) |
| TCC Chair cash retainer (policy) | $20,000 | Additional cash for committee chair |
| NCGC Member cash retainer (policy) | $5,000 | Additional cash for committee member |
| Annual equity retainer (policy) | ~$200,000 RSUs | Granted at annual meeting; time-based vesting |
- Director stock ownership guidelines: Non-employee directors not employed by EQT, CPPIB, or Bain must hold at least 3× the annual cash retainer within 3 years; guidelines adopted in 2024 with earliest initial compliance date in 2027 .
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Annual RSU retainer | Granted on annual meeting date; vests on first anniversary or before next annual meeting; time-based | No performance metrics disclosed; time-based only |
| IPO RSU grant | 8,695 RSUs per non-employee director (not employed by Institutional Investors); vest at first annual meeting following grant; time-based | No performance metrics disclosed; time-based |
No director options/PSUs tied to performance are disclosed for Miller in 2024; her equity awards are time-based RSUs under the director policy .
Other Directorships & Interlocks
| Connection Type | Entity | Relationship to WAY |
|---|---|---|
| Current public board | Fiserv, Inc. | No related-party transactions disclosed with Fiserv; unrelated to listed vendors/customers |
| Prior public boards | HSBC (2014–2021); General Mills (1999–2019); Progressive (2011–2014) | Historical; no current interlocks noted |
| Standards body | IFRS Foundation trustee | Governance/standards exposure; not a commercial counterparty |
- Compensation committee interlocks: None of the TCC members have been WAY executive officers/employees, and no executive officers served on compensation committees of other entities with reciprocal interlocks in the last completed fiscal year .
Expertise & Qualifications
- Extensive senior finance and operations leadership across global banking/payments; prior CFO roles at Bank One, Travelers, and Citigroup, and CEO of JPMorgan Treasury & Security Services .
- Selected for leadership, management, and strategic experience in complex organizations, relevant to compensation governance and risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | RSUs within 60 days | Options exercisable within 60 days |
|---|---|---|---|---|
| Heidi G. Miller | 74,510 | <1% | 8,695 | 48,030 |
- Pledging: As of April 21, 2025, none of the current directors or executive officers had pledged Waystar shares .
- Stock ownership guidelines: 3× annual cash retainer target; initial compliance date for directors is 2027; 50% retention of after-tax vested shares until guidelines are met .
Insider Trading & Pledging
| Item | Status |
|---|---|
| Securities Trading Policy | Adopted; filed with Annual Report on Form 10-K as Exhibit 19.1 |
| Pledging of shares | None by current directors/executive officers as of April 21, 2025 |
Governance Assessment
- Board effectiveness: Miller chairs the TCC and serves on the NCGC, positioning her at the center of executive pay setting, succession planning, and board composition; all TCC members, including sponsor nominees, are Nasdaq-independent, strengthening formal independence, though sponsor presence warrants ongoing scrutiny .
- Independence and engagement: The board determined Miller is independent; directors achieved ≥75% attendance in 2024, and independent directors meet regularly in executive session, supporting governance rigor .
- Alignment: Director compensation skews toward equity via annual RSUs (~$200k policy; $186,943 actual for 2024) and stock ownership guidelines (3× cash retainer, compliance by 2027), promoting skin-in-the-game, with deferral options available to further align incentives .
- Conflicts and related-party exposure: No Miller-specific related-party transactions identified; however, the Stockholders Agreement grants EQT/CPPIB/Bain nomination rights and committee placements, and affiliates engaged in financing and commercial transactions with Waystar, introducing potential influence risks that the board mitigates via independence standards and a related-person policy with recusals .
- RED FLAGS to monitor: Sponsor nomination rights and committee seat rights (structural influence), and ongoing related-party dealings with sponsor-affiliated entities; continued transparency on TCC decision-making and adherence to the related-person policy are important for investor confidence .