Vivian Riefberg
About Vivian Riefberg
Vivian E. Riefberg, 64, is an independent director of Waystar Holding Corp. since October 2023. She is the David C. Walentas Jefferson Scholars Foundation Professorship Chair and Professor of Practice at UVA Darden (since August 2024) with deep healthcare expertise across public and private sectors; previously a senior leader at McKinsey & Company, co-leading its U.S. Healthcare practice and leading Public Sector for the Americas . The board has affirmatively determined she is independent under Nasdaq rules, including for audit committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior executive roles incl. co-lead U.S. Health Care; lead Public Sector (Americas) | Sep 1987–Jul 1988; Dec 1989–May 2024 | Healthcare strategy and public sector leadership |
| NIH Clinical Center | Board of Governors | 2000–2004 | Oversight of clinical operations |
| Signify Health, Inc. | Director | Prior service noted (company reported “from 2024 to 2023”) | Healthcare services governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ONWARD Medical N.V. | Director | Since 2022 | Medtech board experience |
| Lightrock (impact investing fund) | Director | Since 2022 | Impact investing governance |
| Accompany Health, Inc. (private) | Director | Since 2023 | Primary care services |
| K Health Inc. (private) | Director | Since 2025 | Digital health/AI |
| Public Broadcasting Service (PBS) | Director | Since 2018 | Non-profit media |
| Johns Hopkins Medicine | Director | Since July 2024 | Academic health system oversight |
| Smithsonian American Women’s History Museum | Advisory Board | Since Aug 2025 | Advisory governance |
Board Governance
- Class I director; term to 2028 if re-elected; board currently classified into three classes .
- Committee assignments: Audit, Compliance & Risk Committee (ACRC) member; ACRC chaired by Robert DeMichiei; Riefberg qualifies as independent for audit committee service .
- Independence: Board determined all directors other than the CEO (Matt Hawkins) are independent under Nasdaq rules .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings; independent directors meet regularly in executive session without management .
- Stock ownership guidelines: Non-employee directors (not employed by EQT, CPPIB, Bain) must hold 3x annual cash retainer within three years of becoming subject; earliest compliance for directors is 2027 .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $69,167 |
| Option awards | $0 |
| Stock awards (RSUs grant-date fair value) | $186,943 |
| Total | $256,109 |
Director Compensation Policy (effective upon IPO):
| Element | Amount (USD) |
|---|---|
| Annual cash retainer (non-employee director, non-sponsor affiliated) | $50,000 |
| Equity retainer (RSUs initial value) | ~$200,000 annually |
| Non-executive Chair cash retainer | $100,000 |
| ACRC chair/member cash retainer | $25,000 / $15,000 |
| Talent & Compensation chair/member cash retainer | $20,000 / $10,000 |
| Nominating & Corporate Governance chair/member cash retainer | $15,000 / $5,000 |
| IPO equity award (RSUs per director, non-sponsor) | 8,695 RSUs, vest at first annual meeting following grant |
Performance Compensation
- No performance-based director compensation is disclosed; RSU awards to directors are time-vesting under the 2024 Equity Incentive Plan (annual equity retainer), not tied to operational metrics .
Other Directorships & Interlocks
| Entity | Relationship to WAY’s sponsors/customers | Potential Interlock/Conflict Consideration |
|---|---|---|
| None disclosed tied to EQT/CPPIB/Bain portfolio in her biography | Sponsor nomination rights and related-party transactions exist at company level, but no Riefberg-specific related party ties disclosed | Monitor committee decisions where sponsor nominees participate (e.g., ACRC membership includes Paul Moskowitz) |
Expertise & Qualifications
- Healthcare strategy leadership (McKinsey), public-sector expertise, and academic credentials at UVA Darden; selected for healthcare expertise across public and private sectors .
- Board service across medtech, impact investing, and major non-profit institutions .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (as of Apr 21, 2025) | 16,761 shares; less than 1% of shares outstanding |
| RSUs vesting within 60 days | 8,695 shares |
| Options exercisable within 60 days | 8,066 shares |
| Pledged shares | None pledged by any directors or officers as of Apr 21, 2025 |
| Shares outstanding reference | 173,018,999 shares outstanding |
| Ownership guidelines | Must reach 3x cash retainer by 2027; retention requirements apply until compliance |
Governance Assessment
- Positives: Independent status; audit committee service; attendance ≥75%; director stock ownership guidelines aligning incentives; regular executive sessions of independent directors .
- Alignment: Receives standard director cash/equity mix, with meaningful annual RSU grants; holds RSUs/options within 60-day window consistent with beneficial ownership reporting; no pledging disclosed .
- Potential RED FLAGS to monitor:
- Sponsor governance rights and committee composition: ACRC membership includes a Bain nominee (Paul Moskowitz). Board affirms independence for certain members; continued vigilance warranted to ensure audit committee remains fully compliant with Nasdaq Rule 10A-3 and independence standards in practice .
- Related-party transactions: Company-level dealings with Bain/CPPIB affiliates (credit facility, customers/vendors) could create perceived conflicts; no Riefberg-specific related party transactions disclosed .
- Overall: Riefberg’s healthcare and public-sector expertise supports board effectiveness in a health IT company; compensation mix and ownership guidelines promote alignment; governance environment requires careful oversight of sponsor influence and committee independence .