Waystar (WAY) Proxy filing summary

Executive summary

• Achieved over $1 billion in annual revenue for the first time in 2025, with 17% year-over-year growth and strong profitability, including a 10% net income margin and 42% adjusted EBITDA margin.

• Completed the acquisition of Iodine Software, expanding into the clinical mid-cycle and adding over 1,000 hospitals and health systems to the network.

• Launched Waystar AltitudeAI, an AI-powered suite that prevented $15 billion in denials and drove $2.4 billion in reimbursement impact.

• Refinanced credit facilities to enhance financial flexibility and support ongoing strategic investments.

• Maintained high client satisfaction and a 112% net revenue retention rate, driven by new client wins and deeper platform adoption.

Voting matters and shareholder proposals

• Election of four Class II directors to serve until the 2029 annual meeting.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory vote on the frequency of future Say-on-Pay votes, with the Board recommending annual votes.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms; majority of directors are independent.

• Board leadership structure separates Chair and CEO roles; all standing committees are chaired by independent directors.

• Institutional investors (Advent, EQT, CPPIB, Bain) have rights to nominate directors based on ownership levels.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined oversight responsibilities.

• Board added three new directors in 2025 and rebalanced committee compositions to maintain independence.