Michael Roman
About Michael Roman
Michael Roman, 65, was appointed as an independent director of Waystar Holding Corp. on June 4, 2025; he currently serves on the Audit & Risk Committee and the Nominating and Corporate Governance Committee . He was CEO of 3M Company from July 2018 to May 2024, Chairman from May 2019 to May 2024, and Executive Chairman from May 2024 to March 2025; he has served on Abbott Laboratories’ board since April 2021 . The Board determined he is independent under Nasdaq rules and the Company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | Chief Executive Officer | Jul 2018 – May 2024 | Led diversified technology company |
| 3M Company | Chairman of the Board | May 2019 – May 2024 | Board leadership |
| 3M Company | Executive Chairman | May 2024 – Mar 2025 | Executive oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Abbott Laboratories | Director | Apr 2021 – Present | Public company directorship |
Board Governance
- Committee assignments: Audit & Risk Committee member; Nominating and Corporate Governance Committee member .
- Independence: Board determined independence under Nasdaq and Company guidelines .
- Board structure: Board expanded from 10 to 12 upon Certificate of Amendment; Roman appointed concurrently on June 4, 2025 .
- Meeting cadence and attendance context: In 2024 the board met 5 times; Audit & Risk met 4; Talent & Compensation met 5; NCGC met 1; each director serving in 2024 attended at least 75% of meetings; Roman was not yet on the board in 2024 .
- Executive sessions: Independent directors meet regularly in executive session without management present .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Payable in equal quarterly installments |
| Audit & Risk Committee member fee | $15,000 | Annual cash retainer for committee members |
| Nominating and Corporate Governance Committee member fee | $5,000 | Annual cash retainer for committee members |
| Total annual cash (based on assignments) | $70,000 | Sum of base and committee fees |
Roman will receive compensation as a non-employee director under the Company’s policy; he will enter into an indemnification agreement similar to other directors .
Performance Compensation
| Equity Component | Grant Timing | Grant Value | Vesting |
|---|---|---|---|
| Annual RSU retainer | At annual meeting | Approximately $200,000 | Vests on first anniversary or immediately before next annual meeting |
- Non-Employee Director Deferral Plan: Directors may elect to defer cash retainers and/or RSUs into deferred stock units, settled after service ends, on a schedule or upon change in control; administered by the Talent & Compensation Committee .
- Stock ownership guidelines: Non-employee directors not employed by EQT/CPPIB/Bain must hold common stock equal to 3x the annual cash retainer, to be met within 3 years of becoming subject to the guidelines (earliest initial compliance date for directors is 2027) .
Other Directorships & Interlocks
| Company | Industry Relationship to WAY | Interlock/Transaction |
|---|---|---|
| Abbott Laboratories | Healthcare products; unrelated to WAY’s disclosed related-party customers/vendors | Company disclosed no Item 404(a) transactions involving Roman |
- Related-party oversight: Waystar’s related-party dealings primarily involve entities affiliated with Bain and CPPIB (credit facility and commercial arrangements); no Roman-related transactions reported .
Expertise & Qualifications
- Senior public company leadership: CEO, Chairman, Executive Chairman at 3M .
- Healthcare governance exposure: Director at Abbott Laboratories since 2021 .
- Independence and committee experience: Appointed to Audit & Risk and Nominating and Corporate Governance committees .
Equity Ownership
- Beneficial ownership: Roman was appointed after the April 21, 2025 record date; he is not included in the beneficial ownership table as of that date .
- Pledging: As of April 21, 2025, none of the then-current executive officers or directors had pledged Company shares; Roman was not yet a director at that date .
- Insider trading policy: Company-wide Securities Trading Policy governs director transactions in Company securities .
Governance Assessment
- Board effectiveness signal: Appointment to Audit & Risk and NCGC strengthens independent oversight of financial reporting, risk, and governance processes .
- Alignment: Director equity retainer (~$200k RSUs) and ownership guidelines (3x cash retainer within 3 years) support alignment; Roman is subject to these standards and timeline to 2027 .
- Conflicts: Board affirmatively determined independence; Company disclosed no related-party transactions for Roman under Item 404(a) at appointment and recommendation stages .
- Structural considerations: Institutional investors (EQT, CPPIB, Bain) retain nomination rights and consent rights over board size; committee composition rights under the Stockholders Agreement may influence board dynamics and committee membership; governance processes should ensure robust independent input alongside sponsor rights .
Red Flags
- None disclosed specific to Roman: independence affirmed; no Item 404(a) transactions; no attendance concerns yet due to recent appointment .