Paul Moskowitz
About Paul G. Moskowitz
Paul G. Moskowitz, 38, has served on Waystar Holding Corp.’s board since 2019 (board observer since 2016); he is a Managing Director at Bain Capital, and previously a consultant at Bain & Company (2009–2011) . He is classified by the board as an independent director under Nasdaq rules (all directors except the CEO are deemed independent), with service in Class II of the classified board; he attended at least 75% of board and committee meetings in 2024 . Core credentials emphasize private equity, healthcare, retail, and business services investing and strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital | Managing Director | 2011–present | Sponsor nominee to Waystar board; sector expertise in healthcare, retail, business services |
| Bain & Company | Consultant | 2009–2011 | Strategy consulting experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| LeanTaas | Director | Not disclosed | HCIT software company focused on hospital/clinic operations |
| PartsSource | Director | Not disclosed | B2B medtech parts/maintenance marketplace |
Board Governance
- Board class and tenure: Class II director (alongside Eric Liu, John Driscoll, Robert DeMichiei); on board since 2019 .
- Committee memberships: Member, Audit, Compliance & Risk Committee (ACRC); other members are Robert DeMichiei (Chair), Priscilla Hung, and Vivian Riefberg .
- Audit committee independence: The proxy affirmatively lists Hung, Riefberg, and DeMichiei as independent under Nasdaq audit standards and Rule 10A-3; Mr. Moskowitz is not listed in that group, indicating he is not considered independent for audit committee purposes (consistent with sponsor affiliation) .
- Overall director independence: Board determined all directors except the CEO are independent under Nasdaq rules (i.e., Mr. Moskowitz is independent as a director) .
- Attendance: Each director attended ≥75% of board and relevant committee meetings in 2024; ACRC met 4 times; board met 5 times .
- Leadership/structure: Non-executive Chair is John Driscoll; independent directors meet regularly in executive session .
Fixed Compensation
| Year | Cash Retainer | Committee Chair/Member Fees | Equity (RSUs/Options) | Total |
|---|---|---|---|---|
| 2024 | $0 (sponsor-affiliated director) | $0 | $0 | $0 |
- Policy: Only non-employee directors NOT employed by EQT, CPPIB, or Bain receive annual cash retainer ($50,000), committee retainers, and annual RSUs (~$200,000) .
Performance Compensation
| Component | Metrics | Grant/Measurement Details |
|---|---|---|
| None disclosed for sponsor-affiliated directors | N/A | Sponsor-affiliated directors are excluded from director equity retainer/RSUs; no performance-based director pay disclosed |
Other Directorships & Interlocks
- Sponsor relationships and nomination rights: Bain has one board nominee right (Mr. Moskowitz); sponsors (EQT, CPPIB, Bain) collectively owned ~52% as of April 21, 2025 (EQT 22.4%, CPPIB 17.2%, Bain 12.6%) and control certain nomination and committee composition rights .
- Committee placement by stockholders agreement: For so long as EQT, CPPIB, and Bain collectively own ≥5%, the Bain director nominee must be appointed to the Audit, Compliance & Risk Committee (i.e., Mr. Moskowitz) .
- Related-party transactions exposure with Bain/CPPIB affiliates:
- First Lien Credit Facility: Bain affiliates were lenders; largest principal owed to Bain in 2024 was $32.4M (SOFR + 2.25%); $15.2M principal and $3.9M interest paid in 2024; IPO proceeds repaid $28.8M to Bain affiliates .
- Clients controlled by Bain: Aveanna ($0.3M 2024), Surgery Partners ($1.0M 2024), Innovacare ($0.2M 2024), Athena Therapy ($0.1M 2024), US Renal Care ($0.3M 2024) .
- Vendors controlled by Bain: Rocket Software ($0.4M 2024) and Fidelity Information Services ($1.6M 2024) .
- Policies mitigating conflicts: Related Persons Transaction Policy requires board or committee approval/ratification and recusals; Code of Conduct and Securities Trading Policy in place .
Expertise & Qualifications
- Private equity investing and corporate strategy expertise; healthcare, retail, and business services sector knowledge; prior consulting background .
- Board experience in healthcare technology and medtech procurement (LeanTaas, PartsSource) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Paul G. Moskowitz | — | — | No individual beneficial ownership reported; address listed c/o Bain Capital |
| Bain | 21,754,536 | 12.6% | BCPE Derby/BCPE Derby SPV; Bain may be deemed to share voting/dispositive power |
- Pledging/hedging: As of April 21, 2025, none of the current executive officers or directors had pledged Waystar shares .
- Stock ownership guidelines: Apply to non-employee directors not employed by EQT, CPPIB, or Bain (3x annual cash retainer target; initial compliance by 2027). Sponsor-affiliated directors are excluded .
Governance Assessment
- Committee effectiveness: Mr. Moskowitz serves on ACRC, which oversees financial reporting, internal controls, compliance, and risk; the committee has three members affirmatively meeting audit independence and one sponsor-affiliated member (Mr. Moskowitz), consistent with sponsor committee-rights and post-IPO phase-in, but investors should monitor audit committee independence status and disclosures over time .
- Independence and alignment: While classified as independent at the board level, Mr. Moskowitz is Bain’s nominee and not listed as independent for audit committee purposes; he receives no director pay or equity retainer, and has no reported individual share ownership, which limits direct “skin-in-the-game” but aligns him with Bain’s 12.6% stake and sponsor oversight incentives .
- Conflicts and related-party exposure: Multiple Bain/CPPIB-affiliated transactions (credit facility, client revenue, vendor payments) create recurring related-party exposure; the company’s formal related-party policy and required recusal are positives, but concentration of sponsor influence (including committee placement rights) is a continuing governance risk to monitor, especially in the audit oversight domain and procurement/customer selection .
- Attendance and engagement: Meets the minimum attendance threshold (≥75%) and participates in ACRC oversight; independent directors hold regular executive sessions, supporting board accountability .
- Board structure signals: Proposed amendment to remove the 10-director cap (with sponsor consent requirements) would expand the board and add two independent directors; while potentially enhancing expertise, sponsor consent mechanics reinforce continued sponsor influence on board size/composition .
RED FLAGS
- Sponsor-affiliated ACRC member not listed as independent for audit committee purposes; monitor compliance with Rule 10A-3 phase-in and future committee composition disclosures .
- Extensive related-party transactions with Bain/CPPIB affiliates (lending, clients, vendors), heightening perceived conflict risk despite policy safeguards; magnitude includes $28.8M IPO proceeds to Bain affiliates and recurring vendor/client flows .
- No reported personal beneficial ownership and exclusion from director ownership guidelines for sponsor-affiliated directors may weaken perceived personal alignment vs. non-sponsor directors .