Lauren Young

About Lauren Young

Lauren Young, 40, is an independent Class II director at Waystar Holding Corp., appointed effective October 1, 2025 in connection with the Iodine Software acquisition and subsequent board expansion to 13 seats . She is a Managing Director at Advent International focused on technology investments (joined 2011), previously on the U.S. buyout fund at The Carlyle Group, and an analyst at McColl Partners (2004–2006) . Young holds a B.A. from Davidson College and an MBA from Harvard Business School .

Past Roles

External Roles

Board Governance

• Appointment and independence: Board expanded from 12 to 13 and appointed Young as Class II director; Board determined her to be independent under Nasdaq rules and Waystar’s Corporate Governance Guidelines .
• Committees: “Not expected to serve on any of the committees of the Board at this time” .
• Indemnification: Expected to enter into an indemnification agreement similar to other directors .
• Board structure context: Waystar has three standing committees—Audit, Compliance & Risk; Talent & Compensation; Nominating & Corporate Governance—with independent membership requirements and written charters .
• Executive sessions: Independent directors meet regularly in executive session; directors in 2024 attended ≥75% of board/committee meetings (Young joined in 2025; her attendance not yet disclosed) .

Fixed Compensation

Company policy for non-employee directors (not employed by EQT/CPPIB/Bain):

• Annual cash retainer: $50,000, paid quarterly .
• Additional retainers: Non-exec chair $100,000; Audit Chair $25,000/Members $15,000; Talent & Compensation Chair $20,000/Members $10,000; Nominating & Corporate Governance Chair $15,000/Members $5,000—paid quarterly .
• Expense reimbursement: Reasonable travel and related expenses .

Note: The proxy’s “Institutional Investors” definition covers EQT, CPPIB, Bain; Young is employed by Advent, which is not included in that definition .

Performance Compensation

• Annual equity retainer: RSUs targeted at ~$200,000 for non-employee directors (granted at annual meeting; one-year vest) .
• IPO RSUs: 8,695 RSUs were granted at IPO to non-employee directors not employed by Institutional Investors; Young joined after the IPO and after the June 2025 annual meeting; her specific grants are not disclosed .

Non-Employee Director Deferral Plan: Directors may elect to defer cash fees and/or RSU settlements into deferred stock units, with flexible settlement timing (single or up to 15 annual installments), administered under the 2024 Equity Incentive Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Domain expertise: Technology/platform software investing; software and fintech background (Carlyle and Advent) .
• Education: B.A. Davidson; MBA Harvard Business School .
• Board qualifications: Independence under Nasdaq; seasoned investor perspective supportive of M&A and strategic capital decisions .

Equity Ownership

Stock Ownership Guidelines: Non-employee directors not employed by EQT/CPPIB/Bain must hold ≥3x the annual cash retainer; initial compliance due by 2027, with 50% retention until met . Company-wide, as of April 21, 2025, no pledging by then-current directors, but Young joined after that date; no pledging disclosure for her yet .

Governance Assessment

• Strengths
  • Independent director under Nasdaq; adds technology investment and software/fintech experience to the board .
  • No Item 404(a) related-party transactions; expected indemnification consistent with board practices .
  • Clear director ownership guidelines and deferral mechanisms to align long-term interests; compliance timeline defined (2027) .
• Risks/RED FLAGS
  • Sponsor-affiliated nomination: Advent LP’s lockup and nomination rights and the Stockholders Agreement amendment to expand board size to 13 to appoint Young indicate shareholder influence over board composition; monitor for conflicts in transactions involving Advent-affiliated entities .
  • Initial alignment: Form 3 shows no beneficial ownership at appointment; alignment expected to build via policy-driven RSUs and ownership guidelines over time .
  • Committee engagement: Not expected to serve on committees initially; reduces near-term influence on audit/compliance, compensation, and governance processes; revisit post-2026 annual meeting .

Implications for investors: Young’s appointment adds tech/M&A acumen but reflects sponsor dynamics; governance quality appears supported by independence determination and ownership guidelines, yet vigilance on related party dealings and potential Advent influence is warranted .

Appendix: Insider Filings