Matthew Hawkins
About Matthew Hawkins
Matthew J. Hawkins, 53, is Chief Executive Officer and a director of Waystar, roles he has held since October 2017 . Under his leadership, Waystar reported FY 2024 revenue of $944M (+19% YoY) and adjusted EBITDA of $383M (+15% YoY), with continued double‑digit revenue growth and ~42% adjusted EBITDA margins in 2025 year‑to‑date (Q1 +14%, Q2 +15%, Q3 +12%) . His 2025 PSU grant ties long‑term pay to relative TSR versus the S&P SmallCap 600 Information Technology sector over 4 years, aligning incentives with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Waystar Holding Corp. | Chief Executive Officer; Director | Since Oct 2017 | CEO and board service since 2017 |
| Sunquest Information Systems | President | May 2014 – Oct 2017 | Led medical lab/diagnostic software business |
| Henry Schein Practice Solutions | VP & General Manager | 2004 – 2007 | Leadership role in global healthcare distribution software |
| Vista Equity Partners portfolio: Greenway Health | President; Board Member | Not disclosed | Operational leadership and board service |
| Vista Equity Partners portfolio: Vitera Healthcare Solutions | CEO; Board Member | Not disclosed | Operational leadership and board service |
| Vista Equity Partners portfolio: SirsiDynix | CEO; Board Member | Not disclosed | Operational leadership and board service |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Greenway Health | Board Member | Not disclosed | Served while an operational leader at Vista |
| Vitera Healthcare Solutions | Board Member | Not disclosed | Served while an operational leader at Vista |
| SirsiDynix | Board Member | Not disclosed | Served while an operational leader at Vista |
Board Governance & Committee Roles
- Board service: CEO and director since Oct 2017 (management director) .
- Committees (independent leadership): Audit, Compliance & Risk Committee (Chair: Robert DeMichiei; members: Priscilla Hung, Paul Moskowitz, Vivian Riefberg) with all members independent and DeMichiei as “audit committee financial expert” .
- Talent & Compensation Committee (Chair: Heidi Miller; members: Samuel Blaichman, Priscilla Hung, John Driscoll, Ethan Waxman), all deemed independent .
- Nominating & Corporate Governance Committee (Chair: Eric Liu; members: Samuel Blaichman, John Driscoll, Heidi Miller) .
- Dual‑role implications: Hawkins is a management director; key committees are chaired by independent directors, mitigating independence concerns at the committee level .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 771,458 | 800,000 |
| Target Bonus (% of Salary) | 110% (per employment agreement) | 110% |
| Actual Annual Bonus Paid ($) | 712,828 | 994,437 |
| Other Compensation ($) | 59,011 (incl. 401k match, gift tax gross‑up) | 50,480 (incl. 401k match $6,900 and gift tax gross‑up $43,579) |
| Total Reported Compensation ($) | 1,543,297 | 29,944,863 (incl. 2024 equity awards) |
Performance Compensation
2024 Annual Bonus Plan (Waystar Incentive Plan)
| Component | Weighting | Metrics | Payout vs Target | Notes |
|---|---|---|---|---|
| Company Financial Performance | 70% | Adjusted EBITDA, Total Gross Bookings, Revenue (targets set at year start) | 113% aggregate payout for 2024 | Targets approved by Board |
| Shared Leadership Metrics | 25% | Leadership‑shared metrics | 113% aggregated with above | |
| Values | 5% | Individual values alignment | 113% aggregated with above |
2025 PSU Grant (CEO long‑term incentive)
| Grant Date | Type | Target Shares | Metric | Performance Period | Payout Curve | Vest/Forfeit Terms |
|---|---|---|---|---|---|---|
| May 9, 2025 | PSUs | 396,197 | Relative TSR vs S&P SmallCap 600 Info Tech | 4/1/2025 – 4/1/2029 | <30th percentile: 0%; 30th: 50%; 55th: 100%; ≥80th: 200%; linear between points | Requires continuous employment; pro‑rata vest on certain terminations (without Cause, Good Reason, death/disability) based on actual performance and time employed |
Equity Awards Outstanding (as of 12/31/2024, unless noted)
| Grant | Type | Shares | Exercise Price | Expiration | Vesting Schedule / Performance Conditions |
|---|---|---|---|---|---|
| Legacy option (vested) | Stock Options (exercisable) | 2,562,880 | $4.14 | 11/01/2027 | Currently vested (Form 3) ; matches proxy line items of 2,327,275 and 235,605 exercisable |
| Oct 23, 2019 | Stock Options | 1,089,000 exercisable; 1,089,000 unexercisable | $16.53 | 10/23/2029 | 50% time‑based (5 annual installments from 10/22/2020); 50% performance‑based |
| Aug 16, 2022 | Stock Options | 93,775 exercisable; 140,663 unexerc.; 234,437 unearned perf. | $33.06 | 08/16/2032 | 50% time‑based (5 annual installments from 08/16/2023); 50% performance‑based |
| May 1, 2024 | Stock Options | 145,200 unexercisable | $37.20 | 05/01/2034 | Vests in 3 equal annual installments starting 05/01/2025 |
| Jun 6, 2024 | Stock Options | 1,250,000 unexercisable | $21.50 | 06/06/2034 | Vests in 5 equal annual installments starting 06/06/2025 |
| Jun 10, 2024 | RSUs (unvested) | 500,000 (MV $18.35M) | — | — | RSU grant referenced; change‑in‑control treatment described (see below) |
Vesting/change‑in‑control protections (high level):
- 2019 Plan options: upon change of control during employment, unvested time‑based options vest immediately; performance‑vested options that do not vest by CoC (or when sponsor group falls below 10% ownership) are forfeited .
- For CEO’s 2019/2022 options, if terminated without cause/for good reason/death/disability, certain unvested pieces can remain outstanding for 3–6 months post‑termination awaiting a CoC/measurement date; otherwise forfeit if not triggered .
- 2024 option grants and 2024 RSUs: if such a termination occurs within 6 months before, on, or within 24 months after a CoC, all unvested awards vest in full; outside that CoC window, pro‑rata vesting of the next annual tranche may occur for options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 21, 2025) | 4,050,723 shares; 2.3% of 173,018,999 shares outstanding |
| Beneficial Ownership (pre‑offering snapshot in S‑1) | 3,745,655 (largely options exercisable within 60 days) |
| Stock Ownership Guidelines | CEO must hold 6x base salary; executives have 5 years to comply (initial compliance for executives in 2029) |
| Vested vs Unvested (12/31/2024) | Exercisable options ~3.745M; unexercisable options include 1.089M (2019), 140,663 + 234,437 unearned (2022), 145,200 (May 2024), 1,250,000 (Jun 2024); RSUs unvested 500,000 |
| Pledging/Hedging & Trading Arrangements | Lock‑up agreements following offerings restrict sales and hedging for 60–90 days; Hawkins permitted to sell up to 400,000 shares under a Rule 10b5‑1 plan during the May 2025 lock‑up; lock‑ups broadly prohibit hedging during the restricted period |
| Overhang considerations | S‑1s caution that future sales by existing holders post‑offering could pressure the stock; registration rights exist for significant holders |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | New agreement dated Nov 2, 2023; CEO; base salary $800,000; target annual bonus 110% of salary; eligible for 2024 Equity Incentive Plan benefits |
| Severance (non‑CIC) | If terminated without cause or for good reason: 18 months of base salary and target bonus (paid over 18 months), prior‑year bonus if earned, pro‑rated current‑year bonus (based on actuals), and 18 months COBRA cash payments (active‑employee rates), subject to release and covenants |
| Severance (CIC qualified termination) | Same cash severance, but paid in a lump sum within five days; year‑of‑termination bonus paid at target |
| Restrictive Covenants | Confidentiality (indefinite), IP assignment, non‑compete and non‑solicit effective during employment and for 18 months post‑termination |
Performance & Track Record (Company KPIs referenced during Hawkins’ tenure)
| Period | Revenue ($M) | YoY Growth | Net Income Margin | Adj. EBITDA ($M) | Adj. EBITDA Margin |
|---|---|---|---|---|---|
| FY 2024 | 944 | 19% | — | 383 | — (FY) |
| Q1 2025 | 256.4 | 14% | 11% | 107.7 | 42% |
| Q2 2025 | 270.7 | 15% | 12% | 112.6 | 42% |
| Q3 2025 | 268.7 | 12% | 11% | 112.7 | 42% |
Selected operating KPIs cited by management:
- LTM net revenue retention (NRR): 110% (FY24), 114% (LTM through Q1‑25), 115% (Q2‑25 LTM), 113% (Q3‑25) .
- Clients >$100k LTM revenue: 1,203 (FY24); 1,244 (Q1‑25); 1,268 (Q2‑25); 1,306 (Q3‑25) .
Compensation Structure Analysis
- 2024 mix shifted heavily to equity vs. 2023: Hawkins received $17.35M in time‑vested options and $10.75M in RSUs in 2024 after receiving no equity awards in 2023; cash bonus rose with a 113% plan payout, signaling increased long‑term, at‑risk pay with scaled disclosure under EGC status .
- Annual bonus metrics emphasized profitability and growth (Adjusted EBITDA, total gross bookings, revenue) with Board‑approved targets, and a moderate over‑target payout at 113% for 2024 .
- Long‑term incentive alignment: 2025 PSUs introduce explicit relative TSR performance with a rigorous 4‑year window and 0–200% payout curve, improving pay‑for‑performance linkage .
- Governance red flag: 2024 “All other compensation” included a tax gross‑up related to executive gifts ($43,579), generally viewed as shareholder‑unfriendly .
Risk Indicators & Red Flags
- Equity overhang/selling pressure: S‑1 warns that future sales by sponsors/executives post‑offering could weigh on the share price; registration rights increase potential supply .
- Lock‑up relief/trading plans: While lock‑ups restrict sales and hedging for defined periods, Hawkins had allowance to sell up to 400,000 shares via a 10b5‑1 plan during the May 2025 lock‑up, which could contribute to episodic supply once windows open .
- Change‑in‑control complexity: Under the 2019 plan, time‑based options accelerate at CoC, but unearned performance options may be forfeited if not vested by CoC or if sponsor ownership falls below 10%, creating execution risk around CoC outcomes .
Equity Ownership & Outstanding Awards Detail (as of 12/31/2024 unless noted)
| Category | Count/Terms |
|---|---|
| Options exercisable (aggregate) | 2,327,275 + 235,605 (at $4.14, exp. 11/1/2027); 1,089,000 (at $16.53, exp. 10/23/2029); 93,775 (at $33.06, exp. 8/16/2032) |
| Options unexercisable/uneared | 1,089,000 unexercisable (2019); 140,663 unexercisable + 234,437 unearned perf. (2022); 145,200 unexercisable (5/1/2034); 1,250,000 unexercisable (6/6/2034) |
| RSUs unvested | 500,000 (market value $18.35M at 12/31/2024) |
| Form 3 baseline (6/7/2024) | Derivatives included: 2,562,880 ($4.14), 2,178,000 ($16.53), 468,875 ($33.06), 145,200 ($37.20), 1,250,000 ($21.50); vesting/performance terms described |
| Beneficial ownership (4/21/2025) | 4,050,723 shares; 2.3% of SO (173,018,999) |
Employment & Contracts
| Term | Details |
|---|---|
| Start as CEO/Director | October 2017 |
| Employment agreement date | November 2, 2023 |
| Base salary | $800,000 (initial under 2023 agreement) |
| Target bonus | 110% of base salary |
| Severance (non‑CIC) | 18 months base + target bonus (monthly), prior‑year earned bonus, pro‑rated current‑year bonus (actual performance), 18 months COBRA cash payments; subject to release/covenants |
| Severance (CIC) | Same cash severance as lump sum within 5 days; current‑year bonus at target |
| Post‑termination equity | 2019/2022 options have limited post‑termination measurement/CoC windows; 2024 awards have full acceleration for qualifying terminations in a 6‑mo pre‑ to 24‑mo post‑CoC window |
| Restrictive covenants | Confidentiality (indefinite); non‑compete and non‑solicit for 18 months post‑termination |
Director Compensation (context; Hawkins is a management director)
- Non‑employee director pay consists of cash retainers and time‑vested RSUs/options; committee chairs/members receive additional fees; specific 2024 director pay disclosed for independent directors (e.g., Driscoll, Miller, Riefberg, DeMichiei) .
- Executive stock ownership guidelines apply: CEO 6× salary; non‑employee directors 3× retainer; compliance deadlines 2027 (directors) / 2029 (executives) .
Say‑on‑Pay, Clawback, Hedging/Pledging Policies
- As an emerging growth company, Waystar provides scaled executive compensation disclosures; a separate CD&A and say‑on‑pay history are not included in the 2025 proxy .
- Company maintains a Securities Trading Policy governing transactions by insiders; policy filed as an exhibit to the 10‑K (details not summarized in proxy) .
- Offering‑related lock‑up agreements restrict hedging and sales for set periods post‑offering (60–90 days), with enumerated exceptions (including Hawkins’ 10b5‑1 allowance) .
Investment Implications
- Pay‑for‑performance alignment has strengthened: 2025 PSUs are tied to multi‑year relative TSR with a zero‑to‑200% payout, while 2024 annual incentives paid at a modest 113% of target on profitability and growth metrics, balancing growth and earnings quality .
- Retention risk appears contained near‑term: large unvested equity (options/RSUs), 18‑month non‑compete, and 18‑month severance plus benefits create meaningful stay incentives; CIC terms provide protection but also performance‑option forfeiture risk under the 2019 plan if targets aren’t met by CoC .
- Potential trading overhangs merit monitoring: S‑1 disclosures flag supply risk from sponsor/executive sales and registration rights; 2025 lock‑up structures (and Hawkins’ 10b5‑1 allowance up to 400k shares) could influence short‑term flow and price dynamics around window openings .
- Governance watch‑items: independent leadership of key committees mitigates CEO/Director dual‑role concerns; however, the presence of a tax gross‑up for executive gifts in 2024 is a shareholder‑unfriendly element to monitor in future disclosures .
References:
- 2025 Proxy (DEF 14A): biography, ownership, compensation, committees, plans, guidelines, severance, and covenants .
- 2025 S‑1s: ownership tables, lock‑ups/hedging restrictions, registration rights/overhang, Hawkins 10b5‑1 allowance .
- Form 3 (6/7/2024): option inventory and vesting mechanics .
- Press releases 2024–2025: revenue/EBITDA growth and margins .
- 8‑K/DEFA14A (5/12/2025): CEO PSU grant structure and terms .