Samuel Blaichman
About Samuel Blaichman
Samuel Blaichman, 49, is an independent Class I director of Waystar Holding Corp., serving since April 2024. He is Managing Director and Head of Direct Private Equity at the Canada Pension Plan Investment Board (CPPIB), which he joined in 2007; prior roles include management consulting at Bain & Company and work in Corporate Finance and Assurance at PricewaterhouseCoopers. The board has affirmatively determined he is independent under Nasdaq rules; he was selected for his private equity investing experience and corporate strategy acumen.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Management Consultant | Not disclosed | Strategy and operations experience highlighted by board selection rationale |
| PricewaterhouseCoopers | Corporate Finance and Assurance | Not disclosed | Finance and controls background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPPIB | Managing Director, Head of Direct Private Equity | 2007–present | Sponsor representative; CPPIB holds 17.2% of WAY |
| Ascot Group | Director | Current | Specialty risk-assumption organization |
| The Gates Corporation | Director | Past | Manufacturer of belts and fluid power products |
| Air Distribution Technologies | Director | Past | Manufacturer of air distribution/ventilation solutions |
| Wilton Re | Director | Past | Life insurance company |
| Berlin Packaging | Director | Past | Hybrid packaging supplier |
Board Governance
- Committee assignments: Talent & Compensation Committee (members: Chair Heidi Miller; Samuel Blaichman; Priscilla Hung; John Driscoll; Ethan Waxman) and Nominating & Corporate Governance Committee (Chair Eric Liu; Samuel Blaichman; John Driscoll; Heidi Miller).
- Independence: Board determined all directors other than the CEO are independent under Nasdaq; Blaichman qualifies.
- Attendance: In 2024, the board met 5 times; committees met ACRC 4, TCC 5, NCGC 1; each director attended at least 75% of meetings; independent directors meet regularly in executive session.
- Tenure/classification: Class I (Blaichman, Hung, Riefberg) stand for election to terms ending 2028; board is classified into three classes.
- Sponsor nomination rights: CPPIB has the right to nominate one director so long as it owns ≥5%; Institutional Investors have committee nomination rights; EQT can designate the chair subject to CPPIB consent at ≥20% ownership.
- Board size amendment: Proposal to remove the 10-director cap; while sponsors retain nomination rights, expanding board size requires consent of EQT, CPPIB, and Bain nominees.
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | Not applicable | Company policy grants retainers only to non-employee directors not employed by EQT, CPPIB, or Bain; sponsor-affiliated directors are excluded. |
| Committee chair/member fees | Not applicable | Same sponsor-affiliated exclusion applies. |
| Meeting fees | Not disclosed | No meeting fees policy disclosed; retainers cover service. |
| Director fees table presence | Not disclosed for Blaichman | 2024 director compensation table covers non-sponsor-affiliated directors and shows $— for sponsor-affiliated nominees; Blaichman is not listed. |
Performance Compensation
| Component | 2024 Grant/Terms | Performance Metrics |
|---|---|---|
| RSUs (annual equity retainer) | Not applicable | RSUs granted only to non-employee directors not employed by Institutional Investors. |
| Non-Employee Director Deferral Plan | Eligible for deferral only if receiving cash/RSUs | Deferral elections create deferred stock units from cash/RSUs; settlement timing at director’s election. |
Other Directorships & Interlocks
| Entity | Relationship to Waystar | Exposure |
|---|---|---|
| CPPIB | 17.2% beneficial owner; prior lender under First Lien Credit Facility | Largest principal owed to CPPIB $17.7M (2024); CPPIB exited facility in Feb 2024; $3.2M remained outstanding at YE 2024; sponsor nomination/committee rights. |
| Parkway Properties | Office lease in Houston; CPPIB owns >10% | Payments of ~$0.2–0.3M annually (2022–2024). |
| Multiple Bain-affiliated clients/vendors | Revenues from Aveanna, Surgery Partners, Innovacare, Athena Therapy, US Renal Care; payments to Rocket Software, Fidelity Information Services | Client receipts and vendor payments disclosed; indicates broader sponsor ecosystem engagement. |
Expertise & Qualifications
- Private equity investing leadership and direct deal execution (Head of Direct PE at CPPIB).
- Corporate strategy, finance, and assurance experience from Bain & Company and PwC.
- Board selection rationale emphasizes PE experience and strategic understanding.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components within 60 days (RSUs/options) | Pledging |
|---|---|---|---|---|
| Samuel Blaichman | — | — | Not disclosed | As of April 21, 2025, no pledging by any directors or executive officers. |
- Director stock ownership guidelines: Apply to non-employee directors not employed by EQT, CPPIB, or Bain; target minimum ownership of 3x annual cash retainer, with initial compliance due by 2027 for covered directors. Blaichman’s sponsor-affiliated status indicates exclusion from these guidelines.
Governance Assessment
- Board effectiveness: Blaichman contributes PE and strategic expertise; active roles on Compensation and Nominating committees align with his background. Attendance thresholds met across 2024, indicating engagement.
- Independence and alignment: Formally independent under Nasdaq rules; however, CPPIB sponsor nomination and committee placement rights create structural influence that investors should monitor.
- Compensation and incentives: No company-paid director cash/RSUs disclosed for sponsor-affiliated directors, suggesting no direct pay from Waystar and no RSU-based performance alignment at the director level for Blaichman.
- Related-party exposure (RED FLAG): CPPIB historical lending to Waystar under the First Lien Credit Facility and CPPIB-affiliated Parkway lease are related party transactions; while disclosed and routine in sponsor-backed companies, they require continued oversight for arm’s-length terms.
- Sponsor influence risk (RED FLAG): Board size changes and chair designation require sponsor consent; CPPIB, EQT, and Bain retain nomination and committee rights, potentially constraining governance flexibility until ownership thresholds change.
- Ownership alignment: No personal beneficial holdings disclosed for Blaichman; guidelines exclude sponsor-affiliated directors—alignment is primarily via CPPIB’s 17.2% stake rather than individual holdings.
Overall signal: Competency and committee engagement are positives; sponsor rights and related-party transactions represent manageable but material governance considerations that can affect investor confidence, warranting continued monitoring of independence practices, committee decision-making, and arm’s-length validations.