Robert DeMichiei
About Robert A. DeMichiei
Robert A. DeMichiei, 60, is an independent director of Waystar Holding Corp., serving since 2020 and currently chairs the Audit, Compliance & Risk Committee; the Board has designated him as an “audit committee financial expert.” He is a Class II director alongside Eric Liu, Paul Moskowitz, and John Driscoll, with Class II expected to stand for election in 2026. The Board has affirmatively determined he is independent under Nasdaq rules; each director attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPMC (nonprofit health system & insurer) | EVP & Chief Financial Officer | 2004–2020 | Led financial reporting and controls at a large integrated health provider/insurer; relevant to ACRC oversight. |
| General Electric Company | Various executive roles | 1997–2004 | Operational finance and management roles supporting industrial rigor. |
| PricewaterhouseCoopers | Professional services roles | 1987–1997 | Foundation in accounting, audit, and advisory. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ampco Pittsburgh Corporation | Director | Current | Public company board; industrial manufacturing governance exposure. |
| Automobile Club of Southern California (AAA federation) | Director | Current | Insurance/member services governance. |
| Ardent Health | Director | Current | Healthcare provider governance in mid-sized urban communities. |
| Health Catalyst | Strategic Advisor | Current | Healthcare data/analytics advisory alignment. |
| Omega Healthcare Management Services | Strategic Advisor | Current | Healthcare services advisory. |
| Prodigo Solutions, Inc. | Founder; former Director | Former | Healthcare supply chain technology; entrepreneurial background. |
| United Way of Southwestern Pennsylvania | Former Chair; current Board member | Ongoing | Community leadership; fiduciary stewardship. |
| Seton Hill University Board of Trustees | Finance Committee Chair | Current | Finance oversight; governance skillset. |
| Advanced Leadership Institute | Treasurer; Finance Committee Chair | Current | Financial stewardship in nonprofit setting. |
Board Governance
- Committee assignments: Chair, Audit, Compliance & Risk Committee (ACRC); members include Priscilla Hung, Paul Moskowitz, and Vivian Riefberg. The Board deems DeMichiei, Hung, Riefberg independent under Nasdaq and Rule 10A-3; DeMichiei is the Board’s “audit committee financial expert.”
- Independence: The Board has affirmatively determined all directors other than the CEO (Matthew Hawkins) are independent; DeMichiei is an independent director.
- Attendance: In 2024, the Board met 5 times; ACRC 4; TCC 5; NCGC 1; each director attended at least 75% of meetings of the Board and committees on which they served; independent directors meet regularly in executive session.
- Structural nomination rights: EQT, CPPIB, and Bain each have director nomination rights while holding ≥5% of outstanding common stock, plus committee nomination placements; EQT may designate the Chair with CPPIB consent if ≥20% beneficial ownership. This concentrates influence and imposes consent constraints on Board size changes; the Stockholders Agreement caps Board size at 12 while those rights persist.
- Corporate opportunity renunciation: The certificate of incorporation renounces corporate opportunities for Institutional Investors and non-employee directors (except opportunities expressly offered solely in their Waystar capacity), permitting competition and non-offering of opportunities—this is a governance risk to minority shareholders.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid cash to DeMichiei; aligns with policy ($50,000 base + $25,000 ACRC chair fee). |
| Committee membership fees | Included above | ACRC chair $25,000; ACRC member $15,000; TCC chair $20,000; TCC member $10,000; NCGC chair $15,000; NCGC member $5,000; non-executive Chair $100,000. |
| Meeting fees | Not disclosed | Company pays retainers; no separate per-meeting fees disclosed. |
Performance Compensation
| Component | 2024 Grant/Value | Vesting/Metrics |
|---|---|---|
| Annual director RSUs (time-based) | $186,943 | RSUs granted to non-employee directors vest on first anniversary or immediately before next annual meeting; value approximates $200,000 policy level. No performance metrics. |
| IPO RSU grant to directors | 8,695 RSUs | Granted at IPO, vest at first annual meeting following grant; time-based only. |
| Clawback policy | Applies | RSUs issued under 2024 Equity Incentive Plan subject to clawback and applicable law. |
Performance metrics table (directors): Not applicable—Waystar’s director equity is time-based without performance conditions; no TSR/financial metrics tied to director compensation are disclosed.
Other Directorships & Interlocks
| Type | Detail | Potential Interlocks |
|---|---|---|
| Public company board | Ampco Pittsburgh Corporation | None disclosed with Waystar’s customers/suppliers. |
| Private/industry boards | Automobile Club of Southern California; Ardent Health | No Item 404(a) related transactions disclosed for DeMichiei personally. |
| Advisory roles | Health Catalyst; Omega Healthcare | Information flow benefits; no conflicts disclosed. |
Expertise & Qualifications
- Former CFO of UPMC (2004–2020), bringing deep health system and payer finance expertise to ACRC oversight.
- Board-designated audit committee financial expert; strong accounting, controls, and regulatory compliance experience.
- Cross-sector governance across healthcare services, industrials, insurance/member services, and nonprofit finance.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 111,812 | Includes shares underlying 8,695 RSUs vesting within 60 days and 80,050 options exercisable within 60 days. |
| Ownership % of outstanding | <1% | Less than 1.0% of 173,018,999 shares outstanding as of April 21, 2025. |
| Options held (as of 12/31/2024) | 80,050 | Director options outstanding for DeMichiei. |
| RSUs vesting within 60 days (as of 4/21/2025) | 8,695 | IPO grant vest timing per policy. |
| Shares pledged as collateral | None | As of April 21, 2025, no pledging by directors. |
| Ownership guidelines | 3× annual cash retainer | For non-employee directors not employed by Institutional Investors; expected compliance by 2027 (adopted in 2024). |
Governance Assessment
- Positives:
- Independent director with deep healthcare finance background; chairs ACRC and serves as the Board’s audit financial expert—enhancing oversight of controls, audit quality, and risk.
- Strong attendance culture; independent director executive sessions; clear ACRC charter and pre-approval of audit/non-audit services.
- Balanced director pay mix (cash + time-based RSUs), stock ownership guidelines (3× cash retainer) to improve alignment by 2027; RSUs subject to clawback.
- Risks/Red Flags:
- Corporate opportunity renunciation for non-employee directors may permit competitive activities and non-sharing of opportunities, potentially weakening fiduciary alignment.
- Structural investor nomination and committee designation rights (EQT, CPPIB, Bain) can concentrate influence and constrain Board size/actions; merits monitoring of committee independence dynamics.
- Related-party exposure exists at the company level (affiliate lending and commercial transactions with Bain/CPPIB portfolio companies), requiring vigilant ACRC oversight; no DeMichiei-specific related-party transactions disclosed.