Priscilla Hung
About Priscilla Hung
Priscilla Hung, 58, is an independent Class I director of Waystar Holding Corp., serving since February 2024. She is Senior Advisor at Guidewire Software (since January 2024) following prior leadership roles there since 2005 (President & COO; CAO; SVP Corporate Development; VP Operations; VP Corporate Development). Earlier, she held management roles at SAP Ariba, Sun Microsystems, and Oracle. The board has affirmatively determined she is independent under Nasdaq rules. Her core credentials span technology and platform-based services, global operations, product strategy, information systems and security, cloud operations, and customer success .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidewire Software, Inc. | Senior Advisor | Since Jan 2024 | Technology and operations oversight |
| Guidewire Software, Inc. | President & COO; CAO; SVP Corp Dev; VP Operations; VP Corp Dev | Since 2005 (various roles) | Scaled operations, product, cloud, security, customer success |
| SAP Ariba | Management positions | Not disclosed | Enterprise software operations background |
| Sun Microsystems, Inc. | Management positions | Not disclosed | Infrastructure/software experience |
| Oracle Corporation | Management positions | Not disclosed | Database/enterprise systems experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Veeva Systems Inc. | Director | Current | Life sciences cloud software |
| Ethos Technologies, Inc. | Director | Current | Online life insurance platform |
| Xerox Holdings Corporation | Director | Current | Workplace technology |
| Vonage Holdings Corp. | Director | 2019–2022 | Acquired by Ericsson in 2022 |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Class I (Hung, Blaichman, Riefberg) up for election; staggered three-year terms |
| Independence | Board determined all directors except CEO Hawkins are independent (Hung qualifies) |
| Committees | Audit, Compliance & Risk Committee (member); Talent & Compensation Committee (member) |
| Committee chairs | Audit, Compliance & Risk: Chair Robert DeMichiei; TCC: Chair Heidi Miller |
| Audit committee standards | Hung qualifies as independent under Nasdaq and Rule 10A‑3; DeMichiei is “audit committee financial expert” |
| Meetings & attendance (2024) | Board (5), Audit (4), TCC (5), NCGC (1); each director attended ≥75% of aggregate meetings for their service period; independent directors meet regularly in executive session |
| Investor nomination rights | EQT, CPPIB, Bain each have board nomination rights while owning ≥5%; EQT designates chair while ≥20%; committee seat rights allocated to investor nominees; director count constraints subject to investor consent |
| Anti-takeover/corporate opportunity waiver | Classified board, supermajority provisions, and waiver of duty to refrain from competing for non-employee directors and institutional investors |
Fixed Compensation
| Metric (USD) | 2024 |
|---|---|
| Fees earned or paid in cash | $68,750 |
| Option Awards (grant-date fair value) | $439,903 (time-based vesting options) |
| Stock Awards (grant-date fair value) | $186,943 (time-based RSUs) |
| Total | $695,596 |
| Annual cash retainer (policy post-IPO) | $50,000 per non-employee director not employed by the Institutional Investors |
| Committee cash retainers (policy) | Audit: Chair $25,000; Member $15,000. TCC: Chair $20,000; Member $10,000. NCGC: Chair $15,000; Member $5,000 |
Performance Compensation
| Element | Detail |
|---|---|
| RSU IPO grant | 8,695 RSUs granted to each non-employee director (not employed by Institutional Investors) upon IPO; vest at first annual meeting following grant, contingent on continued service |
| Annual RSU retainer | Annual RSUs initially valued at ~$200,000; granted on annual meeting; vest on first anniversary or the business day before the next annual meeting, contingent on continued service |
| Options | As of Dec 31, 2024, Hung held options to purchase 24,200 shares; options are time-based vesting (strike, expiry not disclosed) |
| Performance metrics in director pay | None disclosed; director equity is time-based, not linked to TSR, revenue, EBITDA, ESG, etc. |
Other Directorships & Interlocks
| Company | Sector relationship to Waystar | Interlock/Conflict Notes |
|---|---|---|
| Veeva Systems Inc. | Life sciences software | No related-party transactions disclosed; potential information flow synergies rather than direct conflicts |
| Ethos Technologies, Inc. | Insurtech | No related-party transactions disclosed |
| Xerox Holdings Corporation | Workplace technology | No related-party transactions disclosed |
| Vonage Holdings Corp. (2019–2022) | Communications | Prior board; no current interlock |
Expertise & Qualifications
- Technology and platform-based services, worldwide operations, product development, corporate/product strategy, information systems/security, cloud operations, and customer success. Selected for board service based on these qualifications .
- Serves on Audit and Compensation committees; audit independence confirmed by Nasdaq and Rule 10A‑3; audit financial expert designation resides with the committee chair, not Hung .
Equity Ownership
| Ownership element | Quantity | Notes |
|---|---|---|
| Common stock beneficially owned (as of Apr 21, 2025) | 16,761 shares | “Less than 1%” indicated in the table (*) |
| Options outstanding | 24,200 options (time-based) | As of Dec 31, 2024 |
| RSUs outstanding/awarded | 8,695 RSUs (IPO grant) | Vest at first annual meeting after grant |
| Ownership guidelines | ≥3x annual cash retainer target for non-employee directors (not employed by EQT/CPPIB/Bain); expected compliance within 3 years of adoption; earliest director compliance date 2027 | |
| Hedging/pledging | IPO lock-up agreements restricted hedging/pledging for 60 days post-prospectus; broader lock-up restrictions described for insiders and selling stockholders |
Insider Trades
| Date | Form | Summary | Source |
|---|---|---|---|
| 2024-06-07 | Form 3 | Initial Statement of Beneficial Ownership as director | |
| 2025-06-16 | Form 4 | Statement of changes in beneficial ownership; filing indicates a transaction under a 10b5‑1 plan (details per filing) |
Governance Assessment
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Strengths
- Independent director with multi-committee engagement (Audit; Compensation), supporting oversight of financial reporting, controls, and pay practices .
- High engagement: directors met ≥75% attendance thresholds in 2024; independent directors meet regularly in executive session, which bolsters board independence and candid oversight .
- Clear director ownership guidelines (≥3x cash retainer within 3 years), with retention requirements until guideline met; earliest compliance date 2027, indicating a formal alignment framework .
- Transparent director pay structure post-IPO (cash retainer plus annual RSU retainer; defined committee fees) .
-
Structural Risks and Potential Conflicts
- Sponsor influence: EQT, CPPIB, and Bain collectively own a significant stake and retain nomination rights (including committee seat allocation and chair designation rights), potentially constraining board autonomy and independent oversight. Corporate opportunity waiver permits non-employee directors and sponsors to engage in overlapping business activities, which can create perceived conflicts of interest and limit recourse for competition with Waystar .
- Anti-takeover architecture (classified board, supermajority requirements, limited removal/filling vacancies during “Protective Period”) may reduce shareholder ability to effect governance change and can be viewed as entrenchment risk .
- Director equity awards are time-based (RSUs and options) without disclosed performance metrics; while this supports retention, it does not explicitly tie director pay to performance outcomes .
-
Related-Party Transactions
- No director-specific related-party transactions involving Hung are disclosed; principal related-party context centers on sponsor rights and concentration of ownership .
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Signals for Investor Confidence
- Audit supervision includes an “audit committee financial expert” (chair), and committee independence confirmed under Nasdaq and Rule 10A‑3, supporting financial reporting quality .
- Formalized director compensation policy and ownership guidelines support alignment; however, sponsor nomination and corporate opportunity provisions warrant ongoing monitoring for independence and conflicts .