John Driscoll
About John Driscoll
John Driscoll, 65, is an independent director and Chair of Waystar’s board, serving since 2019. He brings deep healthcare and governance experience from senior roles at Walgreens Boots Alliance, CareCentrix, Medco, and Castlight, and currently chairs the board of Magnit Company. He serves on Waystar’s Talent & Compensation Committee and Nominating & Corporate Governance Committee, and the board has determined he is independent; he attended at least 75% of board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance | President, U.S. Healthcare; EVP | 2022–2024 | Led U.S. healthcare segment |
| CareCentrix | Chief Executive Officer | 2013–2022 | Led healthcare benefits management company |
| Castlight Health | President | 2012–2013 | Healthcare technology leadership |
| Medco | Group President | Jun 2003–Apr 2012 | Pharmacy benefits management leadership |
| Surescripts ePrescribing Network | Founder & Chair | 2004–2007 | National health information network leadership |
| Oxford Health Plans (UnitedHealthcare) | VP, Government Programs | N/A | Public program expertise |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Magnit Company | Chair of the Board | Nov 2024 | Current chair role |
| Press Ganey | Director; Audit Committee Chair | Apr 2016–Jul 2019 | Audit leadership experience |
| Oak Investment Partners | Advisor | N/A | Venture advisory role |
Board Governance
- Current assignments: Talent & Compensation Committee (member) and Nominating & Corporate Governance Committee (member); not on Audit, Compliance & Risk Committee .
- Chair of the Board: Chair since 2019; board determined all directors other than CEO are independent (Driscoll is independent) .
- Attendance: In 2024, the board met 5 times; committees met ACRC (4), TCC (5), NCGC (1). Each director attended at least 75% of applicable meetings; independent directors meet regularly in executive session .
- Sponsor influence risk: EQT holds the right to designate the board chair so long as it owns ≥20% (EQT owns 22.4% as of Apr 21, 2025), subject to CPPIB consent; Institutional Investors also hold committee placement rights via the Stockholders Agreement—key governance consideration for chair independence and committee dynamics .
Fixed Compensation (Non-Employee Director)
| Component | Policy Detail | 2024 Amount for Driscoll |
|---|---|---|
| Annual cash retainer | $50,000 (non-employee director) [policy] | $158,750 cash fees paid (actual) |
| Non-executive chair retainer | Additional $100,000 [policy] | Included in cash fees |
| Committee fees | TCC member: $10,000; NCGC member: $5,000; ACRC member: $15,000; ACRC chair: $25,000; TCC chair: $20,000; NCGC chair: $15,000 [policy] | Member of TCC and NCGC; included in cash fees |
| Equity (annual RSU) | ~ $200,000 grant value; vests on first anniversary/next annual meeting [policy] | $186,943 RSU grant value (2024) |
| Option awards (director) | Not standard post-IPO; some directors hold legacy options | $0 option grant in 2024; options outstanding: 241,999 |
Notes:
- Policy citation for director pay components and vesting: equity RSUs granted to non-employee directors not employed by sponsors vest at the next annual meeting/first anniversary; non-executive chair receives an extra $100,000 cash retainer .
- Actual 2024 compensation for Driscoll: $158,750 cash; $186,943 RSUs; total $345,693 .
Performance Compensation
- No performance-based pay disclosed for directors; equity is time-based RSUs for non-employee directors (IPO awards vest at next annual meeting; annual RSUs vest on first anniversary/preceding the next annual meeting) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Magnit Company | Not disclosed as public | Chair of the Board | No WAY-related transaction disclosed |
| Press Ganey | Not disclosed as public in 2016–2019 period | Director; Audit Chair (former) | Former role; no current transaction disclosed |
- Sponsor nominees and rights: EQT, CPPIB, and Bain retain nomination and committee-placement rights; as of Apr 29, 2025, each had one director nominee. Committee placement rights include: Bain on ACRC; CPPIB and one EQT nominee on TCC and NCGC—creates potential influence interlocks to monitor in comp/governance decisions .
Expertise & Qualifications
- Healthcare operating leadership (Walgreens Boots Alliance U.S. Healthcare President; CEO CareCentrix; Medco Group President), corporate governance and audit oversight (former Audit Chair at Press Ganey), and healthcare technology experience (Castlight, Surescripts) .
- Board has designated all non-CEO directors as independent; Driscoll brings governance maturity and healthcare domain expertise to TCC/NCGC .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Within 60 Days Components | Pledging |
|---|---|---|---|---|
| John Driscoll | 305,243 shares | <1% (asterisked in filing) | 8,695 RSUs vesting within 60 days; 225,620 options exercisable within 60 days | No shares pledged by any current director/executive as of Apr 21, 2025 |
Additional alignment policies:
- Stock ownership guidelines: non-employee directors (not employed by EQT/CPPIB/Bain) must hold ≥3x annual cash retainer within 3 years; adopted in 2024 with earliest director compliance in 2027 .
Related-Party Exposure (Context for Governance)
- Lender relationships: Affiliates of Bain and CPPIB were lenders under the First Lien Credit Facility; repayments included $28.8 million from IPO proceeds to Bain affiliates; CPPIB no longer holds loans post-Feb 2024 refinancing .
- Commercial relationships: Customer/vendor ties with Bain/CPPIB portfolio companies (e.g., Surgery Partners, Aveanna, Rocket Software, FIS, Parkway Properties); amounts generally modest at the company scale but indicate ongoing sponsor-related transactions requiring oversight .
- Policy controls: Related-person transaction policy requires board/committee approval with recusals by interested directors .
Governance Assessment
-
Strengths:
- Independent Chair with significant healthcare operating and governance experience; independence affirmed by board .
- Active committee service (TCC, NCGC); 2024 attendance threshold met (≥75%); independent executive sessions occur regularly .
- Ownership alignment via RSU grants, legacy options, and stock ownership guidelines (3x cash retainer by 2027); no pledging .
-
Watch items / potential red flags:
- Sponsor rights: EQT’s right to designate the board chair while owning ≥20% (currently 22.4%) and committee placement rights for Institutional Investors may constrain complete independence of board leadership and committees; this warrants investor monitoring of compensation and nomination decisions in light of these rights .
- Related-party transactions with sponsor-affiliated entities (lending and commercial). While disclosed and governed by policy, they underscore the importance of rigorous ACRC oversight and recusal practices .
-
Implications for investor confidence:
- Driscoll’s background and independent status are positive for board effectiveness. The structural sponsor rights and related-party linkages are common in sponsor-backed companies but elevate governance risk; continued transparency on committee decisions and adherence to ownership/recusal policies are key mitigants .