UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
|
☐ | Soliciting Material under §240.14a-12 |
LifeStance Health Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
LIFESTANCE HEALTH GROUP, INC.LifeStance Health Group, Inc.
4800 N. Scottsdale Road
Suite 60002500
Scottsdale, Arizona 85251
Dear Stockholders:
You are cordially invited to attend the LifeStance Health Group, Inc. Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday,Monday, June 1, 20223, 2024, at 1:3000 p.m. PacificEastern Time. Due to the ongoing COVID-19 pandemic, this year’sOur Annual Meeting will be held virtuallyin a fully virtual format. We believe hosting a virtual meeting will allow for greater stockholder attendance at the Annual Meeting by enabling stockholders who might not otherwise be able to help ensure the healthtravel to a physical meeting to attend online and safety of those participating. There will not be an in-person meeting. participate from any location. Stockholders will be able to register to attend and vote online (for those who intend to vote at the Annual Meeting) at www.proxydocs.com/LFST. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you to access, and to vote and submit questions during, the Annual Meeting. The Company has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation.
On April 21, 2022,23, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting and our 20212023 Annual Report on Form 10-K. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting and Proxy Statement.
The proxy statement accompanying this letter describes the business we will consider at the meeting. Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares promptly by mail, telephone or Internet as instructed on the enclosed proxy card or voting instruction card. Proxies forwarded by or for brokers or fiduciaries should be returned as requested by them.
We hope that you will be able to join us virtually on June 1st3rd.
| ||
| ||
Kenneth Burdick | ||
Chief Executive Officer and Chairman of the Board |
IF YOU PLAN TO ATTEND THE MEETING
The Notice of Internet Availability, proxy card, or voting instruction form that accompanied your proxy materials includes your control number, which when entered at www.proxydocs.com/LFST will serve as an admission ticket for one stockholder to register for and attend the Annual Meeting. On April 21, 2022,23, 2024, we also first mailed this proxy statementProxy Statement and the enclosed proxy card to certain stockholders. If you received a paper copy of the proxy materials in the mail, the proxy card includes the control number for one stockholder to attend the Annual Meeting. Stockholders holding stock in brokerage accounts (“street name” holders) will need to obtain the control number reflecting their stock ownership as of the record date, April 6, 2022.12, 2024 from their broker, bank or other nominee.
LIFESTANCE HEALTH GROUP, INC.LifeStance Health Group, Inc.
4800 N. Scottsdale Road
Suite 60002500
Scottsdale, Arizona 85251
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
The 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) of LifeStance Health Group, Inc. (the “Company”) will be held on Wednesday,Monday, June 1, 2022. Due to the ongoing public health concerns resulting from the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and the communities we serve, the3, 2024. Our Annual Meeting will be held in a fully virtual format only.format. We believe hosting a virtual meeting will allow for greater stockholder attendance at the Annual Meeting by enabling stockholders who might not otherwise be able to travel to a physical meeting to attend online and participate from any location. The Annual Meeting may be accessed by entering the control number provided on your proxy card, voting instruction form, or Notice of Internet Availability at www.proxydocs.com/LFST.LFST. Login will be available starting at 10:12:45 a.m.p.m. Eastern Time and the meeting will begin promptly at 1:3000 p.m. PacificEastern Time, for the following purposes:
|
|
|
These proposals are more fully described in the Proxy Statement accompanying this Notice.
April 6, 202212, 2024 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. Only stockholders of record at the close of business as of the record date will be entitled to notice of, and to vote at, the Annual Meeting. If you would like an opportunity to view the stockholder list, it will be available 10 days in advance of the meeting. Please contact the Corporate Secretary to make accommodations to view the list. The list will also be available for inspection during the Annual Meeting. Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to vote by Internet, by telephone or by completing, signing and dating your printable proxy card and returning it as soon as possible. If you are voting by Internet or by telephone, please follow the instructions on your proxy card. If you attend the Annual Meeting and vote during the meeting, your proxy will not be used.
If you need assistance voting your shares, please send an e-mail to investor.relations@lifestance.com.
You may attend the Annual Meeting and vote your shares during the meeting, even if you previously voted by Internet, telephone or if you returned your proxy card. Your proxy (including a proxy granted by the Internet or by telephone) may be revoked by sending in another signed proxy card with a later date, sending a letter revoking your proxy to the Company’s Corporate Secretary in Scottsdale, Arizona, voting again by Internet or telephone, or attending the Annual Meeting and voting during the meeting. If you are a registered stockholder (meaning you hold your shares directly in your name), you must enter a valid control number to attend the meeting. If you are a beneficial stockholder (meaning your shares are held in the name of a broker, bank, nominee or other holder of record), you will also need to enter a valid control number showing proof of ownership to attend the meeting.
We look forward to seeing you. Thank you for your ongoing support of and interest in LifeStance Health Group, Inc.
By Order of the Board of Directors, |
Ryan Pardo |
Chief Legal Officer and Corporate Secretary |
April 21, 202223, 2024
Important notice regarding the Internet availability of proxy materials for the stockholders meeting to be held on June 1, 2022.3, 2024. Stockholders may access, view and download the 20222024 Proxy Statement and the 20212023 Annual Report at www.proxydocs.com/LFST.
TABLE OF CONTENTS
1 | ||||
2 | ||||
7 | ||||
8 | ||||
10 | ||||
10 | ||||
11 | ||||
11 | ||||
11 | ||||
12 | ||||
14 | ||||
14 | ||||
14 | ||||
| 14 | |||
14 | ||||
15 | ||||
15 | ||||
16 | ||||
16 | ||||
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm | 17 | |||
17 | ||||
17 | ||||
Proposal No. 3: Advisory Vote on Named Executive Officer Compensation | 18 | |||
| 19 | |||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
21 | ||||
25 | ||||
25 | ||||
26 | ||||
27 | ||||
28 | ||||
31 | ||||
31 | ||||
31 | ||||
34 | ||||
35 | ||||
40 | ||||
Security Ownership of Certain Beneficial Owners and Management and Related Party Stockholder Matters | 42 | |||
42 | ||||
44 | ||||
45 | ||||
45 | ||||
46 | ||||
47 | ||||
Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials | 47 | |||
Requirements for Stockholder Proposals to be Brought Before an Annual Meeting | 47 | |||
47 | ||||
47 | ||||
47 | ||||
48 |
LifeStance Health Group, Inc.
LIFESTANCE HEALTH GROUP, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
June 1, 20223, 2024
This Proxy Statement provides information for stockholders of LifeStance Health Group, Inc. (“we,” “us,” “our,” “LifeStance” and the “Company”), as part of the solicitation of proxies by the Company and its board of directors (the “Board of Directors”) from holders of the outstanding shares of the Company’s common stock, par value $0.01 per share, for use at the Company’s annual meeting of stockholders to be held in a virtual format at www.proxydocs.com/LFST at 1:3000 p.m. PacificEastern Time on June 1, 2022,3, 2024, and at any adjournments or postponements thereof (the “Annual Meeting”).
At the Annual Meeting, stockholders will be asked to vote either directly or by proxy on the following matters discussed herein:
|
|
|
A Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including this Proxy Statement and our 20212023 Annual Report on Form 10-K, is being mailed to stockholders on or about April 21, 2022.23, 2024. The Notice also provides instructions on how to vote over the Internet, by phone or by mail. If you receive a Notice by mail, you will not receive printed and mailed proxy materials unless you specifically request them.
1
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
We include this Q&A section to provide some background information and brief answers to several questions you might have about the Annual Meeting. We encourage you to read the enclosed Proxy Statement in its entirety.
Why are we providing these materials?
Our Board of Directors is providing these materials to you in connection with our Annual Meeting, which will take place on June 1, 2022,3, 2024, and will be held in a virtual format accessible by registering at www.proxydocs.com/LFST beginning at 1:30 p.m. Pacific Time.. Stockholders are invited to participate in the Annual Meeting and are requested to vote on the proposals described herein. Please be sure to retain the control number listed on your proxy card, voting instruction form, or Notice in order to attend our virtual stockholders’ meeting.
What information is contained in this Proxy Statement?
This Proxy Statement contains information relating to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and most highly paid officers, and other required information.
What proposals will be voted on at the Annual Meeting?
There are twofour proposals scheduled to be voted on at the Annual Meeting:
•
•
We will also consider other business that properly comes before the Annual Meeting.
What shares can I vote?
You may vote all shares of common stock that you owned as of the close of business on the record date, April 6, 2022.12, 2024. You may cast one vote per share, including shares (i) held directly in your name as the stockholder of record and (ii) held for you as the beneficial owner through a stockbroker,broker, bank, or other nominee. The proxy card will indicate the number of shares.
As of April 6, 2022,12, 2024, there were 374,323,422382,239,008 shares of common stock outstanding, all of which are entitled to be voted at the Annual Meeting.
A list of stockholders will be available at our headquarters at 4800 N. Scottsdale Road, Suite 6000,2500, Scottsdale, Arizona 85251 for a period of at least ten10 days prior to the Annual Meeting and at the Annual Meeting itself for examination by any stockholder.Meeting.
What are the voting rights of stockholders?
Each share of our common stock is entitled to one vote. There is no cumulative voting.
What is the difference between being a stockholder of record and a beneficial owner?
Many of our stockholders hold their shares through stockbrokers,brokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner.
Stockholder of record: If your shares are registered directly in your name with our transfer agent, American Stock Transfer &Equiniti Trust Company, LLC, you are the stockholder of record, and these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals named on the proxy card or to vote at the Annual Meeting.
Beneficial owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or other nominee, who is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the
2
Annual Meeting unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote. You may vote by following those instructions and the instructions on the Notice.
How do stockholders vote?
Stockholder of record: If you are a stockholder of record, you may have your shares voted on matters presented at the Annual Meeting in any of the following ways:
•
•
•
•
•
If you properly cast your vote by either voting your proxy via Internet, telephone or by executing and returning the proxy card, and if your vote is not subsequently revoked by you, your vote will be voted in accordance with your instructions. If any other matter is presented, your proxy will vote in accordance with the proxy holders’ best judgment. At the time we mailed these proxy materials, we knew of no matters that needed to be acted on at the Annual Meeting other than those discussed in this Proxy Statement.
If you sign the proxy card but do not make specific choices, yourthe proxy holder will vote your shares as recommended by the Board of Directors. If you are a street name holder and wish to vote at the meeting, you must first obtain a proxy from your broker, bank broker or other holder of recordnominee authorizing you to vote.
A control number, located on your proxy card, voting instruction form, or Notice, is designed to verify your identity and allow you to vote your shares, and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that if you vote by telephone or Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.
Beneficial owner: If you are the beneficial owner of shares held in “street name,” you may vote by following the instructions sent to you by your broker, bank or other nominee and the instructions on the Notice. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other nominee
What is a proxy holder?
We are designating J. Michael Bruff,David Bourdon, our Chief Financial Officer and Treasurer, and Ryan Pardo, our Chief Legal Officer and Corporate Secretary, to hold and vote all properly-tendered proxies (except votes “withheld”). If you have indicated a vote, Mr. BruffBourdon or Mr. Pardo will vote accordingly. If you have left a vote blank, Mr. BruffBourdon or Mr. Pardo will vote as the Board of Directors recommends. While we do not expect any other business to come up for a vote, if it does, the proxy holder will vote in his discretion. If a director nominee is unwilling or unable to serve, the proxy holder will vote in his discretion for an alternative nominee.
How does the Board of Directors recommend that I vote?
The Board of Directors recommends that you vote your shares:
•
•
May my broker vote for me?
If your broker holds your shares in street name, the broker may vote your shares on routine matters even if it does not receive instructions from you.
3
What are abstentions and broker non-votes?
An abstention represents the action by a stockholder to refrain from voting “for” or “against” a proposal. A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote the shares on a proposal because the broker, bank or other nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting. Brokers, banks or other nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a broker, bank or other nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the Securities and Exchange Commission (“SEC”), we expect that the proposal on ratification of the appointment of our independent registered public accounting firm (Proposal 2) will be a routine matter and that the election of each nominee for director (Proposal 1), the advisory vote on the compensation paid to the Company's named executive officers (Proposal 3) and the advisory vote on the frequency of future advisory votes on the compensation paid to the Company's named executive officers (Proposal 4) will each be a non-routine matter. Accordingly, if you hold your shares through a broker, bank or other nominee and you do not timely provide your broker, bank or other nominee with specific instructions on how to vote your shares, your broker, bank or other nominee would not be authorized to cast a vote on your behalf on Proposal 1 (election of each nominee for director), Proposal 3 (approval on a non-binding advisory basis of the compensation paid to the Company's named executive officers) and Proposal 4 (approval on a non-binding advisory basis of the frequency for future advisory votes on the compensation paid to the Company's named executive officers) but would be authorized to cast a vote on your behalf, in its discretion, on Proposal 2 (ratification of the appointment of PwC). In such cases, a “broker non-vote” may be entered with respect to your shares on Proposal 1, Proposal 3 and Proposal 4 to reflect that your broker was present with respect to your shares at the meeting but was not exercising voting rights on your behalf with respect to those shares. Broker non-votes and abstentions will have no effect on the outcome of each proposal. Brokers, banks and other nominees generally have discretionary authority to vote on the ratification of the appointment of an independent registered public accounting firm (Proposal 2); thus, we do not expect any broker non-votes on this matter.
Can I change my vote or revoke my proxy?
Yes, you may change your vote after you send in your proxy card or vote your shares via the Internet or by telephone by following these procedures:
•
•
•
•
What constitutes a quorum for the Annual Meeting?
The presence at the meeting, in person at the virtual meeting or by proxy, of the holders of common stock representing a majority of the total votes entitled to be cast by the holders of all outstanding shares of capital stock of the Company on the record date will constitute a quorum, permitting the meeting to conduct its business.
As of the record date, there were 374,323,422382,239,008 shares of common stock outstanding, all of which are entitled to be voted at the Annual Meeting. Both abstentions and “broker non-votes” (when a broker does not have authority to vote on the proposal in question) are counted as present for the purpose of determining the presence of a quorum.
What vote is required to approve the election of directors (Proposal 1)?
Director nominees are elected by plurality vote. Therefore, if you do not vote for“for” a nominee, or you “withhold” authority to vote for a nominee, your vote will not count either “for” or “against” the nominee. Broker non-votes will have no effect on the outcome of Proposal 1.
What vote is required to ratify the selection of PwC as the Company’s independent registered public accounting firm for the year ended December 31, 20222024 (Proposal 2)?
Proposal 2 will be approved if a majority of the votes cast affirmatively or negatively on the matter is cast “for” the proposal. You may vote “for” or “against,” or abstain from voting on Proposal 2. Abstentions and broker non-votes will have no effect on the outcome of Proposal 2.
4
What vote is required to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers (Proposal 3)?
Proposal 3 will be approved if a majority of the votes cast affirmatively or negatively on the matter is cast “for” the proposal. You may vote “for” or “against,” or abstain from voting on Proposal 3. Because the vote to approve the compensation of the Company's named executive officers is advisory, it will not be binding on the Board of Directors. However, our compensation committee intends to take into account the outcome of the vote when considering future executive compensation arrangements. Abstentions and broker non-votes will have no effect on the outcome of Proposal 3.
What vote is required to approve, on a non-binding advisory basis, the frequency of future “say on pay” votes (Proposal 4)?
The frequency of future “say on pay” votes selected by stockholders will be the frequency receiving the highest number of votes cast. You may vote “1 year,” “2 years” or “3 years” or abstain from voting on Proposal 4. Because the vote to approve the frequency of future advisory votes on the compensation paid to the Company’s named executive officers is advisory, it will not be binding on the Board of Directors. However, our compensation committee intends to take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation. Abstentions and broker non-votes will have no effect on the outcome of Proposal 4.
What does it mean if I receive more than one Notice?
You may receive more than one Notice if, for example, you hold your shares in multiple brokerage accounts. You must vote based on the instructions in each Notice separately.
How are votes counted?
Mediant Communication, Inc. has been appointed to be the Inspector of Elections and in this capacity will supervise the voting, decide the validity of proxies and certify the results. We will publish final vote counts within four business days after the Annual Meeting on a Current Report on Form 8-K.
Is my vote confidential?
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to third parties, except as necessary (i) to meet applicable legal requirements, (ii) to allow for tabulation and certification of the vote, and (iii) to facilitate successful proxy solicitation by the Board of Directors.
Who pays for costs relating to the proxy materials and Annual Meeting?
The costs of preparing, assembling and mailing this Proxy Statement, the Notice of Annual Meeting of Stockholders and the enclosed Annual Report and proxy card, along with the cost of posting the proxy materials on a website, are borne by us. In addition to the use of mail, our directors, officers and employees may solicit proxies personally and by telephone and other electronic means. They will receive no compensation in addition to their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in doing so.
Who can attend the Annual Meeting?
Any Company stockholder as of the close of business on the record date may attend the meeting. Stockholders must present a valid control number in order to be admitted to the meeting. Even if you plan to attend the meeting, please vote your shares by submitting a proxy.
How can I attend the virtual annual meeting?
Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on the record date may attend and participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting. You will not be able to attend the Annual Meeting physically in person.
In order to attend the Annual Meeting, you must register at www.proxydocs.com/LFST.LFST. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.
5
As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.
On the day of the Annual Meeting, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 1:3000 p.m. PacificEastern Time.
We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.
How can I submit questions before and during the virtual annual meeting?
Our virtual Annual Meeting will allow stockholders to submit questions before and during the Annual Meeting. During a designated question and answer period at the Annual Meeting, we will respond to appropriate questions submitted by stockholders.
We will answer as many stockholder-submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be answered following the meeting, with the exception of any questions that are irrelevantnot related to the purpose ofmatters being considered at the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste.otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
6
PROPOSAL 1:
Election of Directors
Our business operates under the direction of our Board of Directors, which currently consists of nine directors. In accordance with our Amended and Restated Certificate of Incorporation, our Board of Directors consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in 2022, 2023,2025, 2026, and 2024, respectively. Jeffrey Crisan, Katherine WoodMr. Burdick, Mr. Rhodes and Seema VermaMr. Miller are the Class IIII directors whose terms expire at the Annual Meeting. Our Board of Directors has nominated, and stockholders are being asked to reelect, Mr. Crisan, Ms. WoodBurdick, Mr. Rhodes and Ms. VermaMr. Miller for three-year terms expiring at our 20252027 annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our 20252027 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal.
Each of the three nominees currently serves as a director of the Company. Mr. CrisanRhodes and Ms. WoodMr. Miller were elected by stockholders in 2021. The Board of Directors appointed Ms. Verma as a director in August 2021 upon the recommendation of the nominating and corporate governance committee and pursuant to the Stockholders Agreement (as defined below) dated June 9, 2021. The Board of Directors is not aware of any nominee who will be unable or unwilling to serve as a director if elected at the Annual Meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material, is shown later in this Proxy Statement.
The Board of Directors recommends a vote FOR the election of each of the nominees as director.
7
BOARD OF DIRECTORS
The following table sets forth the name, age, and position, as of April 6, 2022,12, 2024, of individuals who currently serve as directors on our Board.
Board of Directors.
Name | Age | Position | ||||
| 65 | Chairman of the Board of Directors | ||||
Robert Bessler | 52 | Director | ||||
Darren Black | 52 | Director | ||||
Jeffrey Crisan | 50 | Director | ||||
| 58 | Director | ||||
| 57 | Director | ||||
| 49 | Director | ||||
| 56 | Director | ||||
Katherine Wood | 39 | Director | ||||
Seema Verma | 53 | Director |
Class I-DirectorsIII-Directors with Terms Expiring in 20222024
Kenneth Burdick has served as our Chief Executive Officer and Chairman of our Board of Directors since September 2022. Prior to joining LifeStance, Mr. Burdick served as the Executive Vice President of Markets and Products of Centene Corporation from January 2020 until February 2021. Mr. Burdick served as the Chief Executive Officer of WellCare Health Plans, Inc. from 2015 until January 2020 when the company was acquired by Centene. Mr. Burdick joined WellCare in 2014, serving initially as President, National Health Plans and then as President and Chief Operating Officer. Mr. Burdick served as the President and Chief Executive Officer of Blue Cross and Blue Shield of Minnesota from February 2012 to July 2012. From August 2010 to February 2012, Mr. Burdick served as Chief Executive Officer of the Medicaid and Behavioral Health businesses of Coventry Health Care, Inc. From October 1995 to May 2009, Mr. Burdick held a variety of positions with UnitedHealth Group, Inc., including Chief Executive Officer of UnitedHealthcare from 2006 to 2008 and Chief Executive Officer of Secured Horizons (Medicare division of UnitedHealthcare) from 2008 to 2009. Mr. Burdick currently serves on the Board of Directors of Centene Corporation. He also served on the Board of Directors of Big Brothers Big Sisters of America from 2017 to 2022, including as National Board Chair from July 2018 to June 2022. Mr. Burdick holds a BA in American Studies from Amherst College and a JD from the University of Connecticut School of Law. We believe Mr. Burdick is qualified to serve on our Board of Directors based on his knowledge of our Company through his role as our Chief Executive Officer.
Jeffrey Rhodes has served on our Board of Directors since 2020. Mr. Rhodes is a Co-Managing Partner of TPG Capital, where he has worked since July 2005. Mr. Rhodes co-leads the health care group and the firm’s investment activities in the health care services, pharmaceutical and medical device sectors. Mr. Rhodes has served on the boards of directors of TPG Inc. since December 2023, ArchWell Health since January 2024, Covetrus since October 2022, Lyric (formally ClaimsXten) since October 2022, Troon Golf since December 2021, Pediatric Associates since December 2021, BVI since January 2017, and WellSky since February 2017. Mr. Rhodes previously served on the boards of Immucor from September 2011 to March 2023, Kelsey Seybold Clinic from January 2020 to April 2022, Kindred at Home from July 2018 to August 2021, Kindred Healthcare from July 2018 to December 2021, Surgical Care Affiliates from June 2007 to March 2017, and as a founding board member of the Healthcare Private Equity Association, which was founded in May 2010. Mr. Rhodes holds a Bachelor of Arts degree in economics from Williams College and an MBA from the Harvard Business School. We believe that Mr. Rhodes’ longstanding experience in healthcare and service on boards of public companies make him well qualified to serve as our Director.
William Miller has served on our Board of Directors since 2020. Mr. Miller is Chairman and CEO of WellSky. Prior to joining WellSky in July 2017, Mr. Miller served as the CEO of OptumInsight, a division of Optum, which is the health services platform of UnitedHealth Group. Prior to OptumInsight, Mr. Miller served as senior vice president of technologies at Cerner Corporation, where he had global responsibility for the company’s managed services, outsourcing, and technology services business units. Mr. Miller holds a Bachelor’s degree in Economics from the University of Kansas and a master’s degree in Urban Planning and Public Policy from the University of Kansas. We believe Mr. Miller is qualified to serve on our Board of Directors based on his industry experience, including as a chief executive officer of a health services company.
Class I-Directors with Terms Expiring in 2025
Jeffrey Crisan has served on our Board of Directors since 2017, and on the board of our predecessor since 2015. Mr. Crisan founded Silversmith Capital Partners in 2015 and currently serves as Managing Partner. Prior to founding Silversmith, Mr. Crisan served as Managing Director of Bain Capital Ventures. While at Bain Capital Ventures, Mr. Crisan’s investments were predominantly growth equity investments in both Healthcare IT & Services as well as SaaS & Information Services. Mr. Crisan previously served in various roles at Bain Capital and Bain & Company. Mr. Crisan also serves on the boards of US Health Partners, Iodine Software, MediQuant,
8
Upperline Health, Nordic Consulting Partners,Fortified Health Security, Inc. and Partners Surgical. Mr. Crisan holds a BA from Dartmouth College and an MBA from Harvard Business School. We believe Mr. Crisan is qualified to serve on our Board of Directors based on his investment and leadership experience.
Katherine Wood Teresa DeLuca, M.D.has served on our Board of Directors since March 2024. Dr. DeLuca served as a Managing Director at Columbia University's NY Life Science Venture Fund from January 2018 until January 2023 and continues to serve as a Faculty Advisor at the university’s School of Entrepreneurship. She previously served as Assistant Clinical Professor of Psychiatry at the Icahn School of Medicine at Mount Sinai in New York City from 2014 to 2017 and as the Chief Medical Officer of Magellan Pharmacy Solutions at Magellan Health from 2012 to 2014. Prior to that, she served as SVP of Pharmacy Health Solutions at Humana, VP of Clinical Sales Solutions & National Medical Director at Walgreen Co., and VP of Personalized Medicine, and VP of Medical Policy & Clinical Quality at Medco. Prior to taking on these executive leadership roles, Dr. DeLuca was a Senior Director of Global Product Development Services at PRA International and a Senior Medical Scientist at GlaxoSmithKline. Dr. DeLuca has served as a director of Surgery Partners since September 2016 and Rejuveron since March 2022. Previously, she served as a director of North Bud Farms, Inc. from May 2018 to February 2020 and of 180 LifeSciences from May 2021 until 2023. Dr. DeLuca completed her residency at Jefferson Medical College of Thomas Jefferson University and earned her M.B.A. from Drexel University. We believe that Dr. DeLuca is qualified to serve on our Board of Directors based on her healthcare knowledge, experience and skills gained from being a physician, as well as previous leadership experience.
Katherine Wood has served on our Board of Directors since 2020. Ms. Wood is a Partner of TPG Capital, where she focuses on investments in the health care sector. Ms. Wood also serves on the boards of Nextech Systems, Convey Health Solutions Kadiant,and Ellodi, Pharmaceuticals, and Neogene Therapeutics, and was previously on the boards of Neogene Therapeutics, Adare Pharmaceuticals and AskBio. She has also been involved in TPG’s investments in Allogene Therapeutics, Aptalis, EnvisionRx, IASIS and Par Pharmaceutical. Prior to joining TPG in 2009, Ms. Wood worked in health care investment banking at Goldman, Sachs & Co. Ms. Wood holds a Bachelor of Science degree in molecular and cell biology from Stanford University, and an MBA from Harvard Business School. We believe Ms. Wood is qualified to serve on our Board of Directors based on her investment experience in the healthcare industry.
Seema Verma has served on our Board of Directors since August 2021. Ms. Verma has been an Executive Vice President and General Manager of Oracle Health and Life Sciences since April 2024. Ms. Verma previously served as Administrator of the Centers for Medicare & Medicaid Services (CMS) from 2017 to 2021, where she oversaw health insurance programs for over 140 million Americans. Prior to CMS, Ms. Verma was the founder and CEO of a health policy consulting firm helping states and private industry navigate a range of healthcare issues. Ms. Verma also serves on the boards of WellSky, ClaimsXten, Lumeris, Inc. and Monogram Health. Ms. Verma received a BS in life sciences from the University of Maryland and an MPH with a concentration in health policy and management from Johns Hopkins University. We believe Ms. Verma is qualified to serve on our Board of Directors as she is a leading national health policy expert with over two decades of experience in the healthcare industry.
Class II-Directors with Terms Expiring in 20232026
Darren Black has served on our Board of Directors since 2017, and on the board of our predecessor since 2015. Mr. Black is a Managing Director with Summit Partners. Mr. Black joined Summit Partners in 2013 and focuses primarily on the health care and life sciences sector. Mr. Black also serves on the boards of InnovaCare Health,
Leon Medical Centers, Paradigm Outcomes, PharmScript, Sound Physicians, Thrive Skilled Pediatric Care, VaxCare, Vertava Health,Veranex Group Holdings, L.P. and U.S. Renal Care. Prior to Summit, Darren was a Managing Partner with SV Life Sciences, where he focused on health care services, health care information technology and pharmaceutical services. Prior to SV Life Sciences, Darren was Cofounder and President of two companies—ClinCare and PharmaStar. Previously, he was a health care consultant for Accenture. Darren holds an AB in government from Harvard College and an MBA from the Wharton School of the University of Pennsylvania. We believe Mr. Black is qualified to serve on our Board of Directors based on his investment experience in the healthcare industry.
Eric Shuey has served on our Board of Directors since 2018. Mr. Shuey is a Partner at Revelstoke Capital Partners LLC where he focuses on the health care services sector. Mr. Shuey also serves on the boards of Encore Rehabilitations Services, Genea, Partners Surgical, Sound Physicians and USU.S. Renal Care. Prior to Revelstoke, he was a co-founder and served as the President of Liberty Health Partners which was merged with Remedy Partners. In addition, he served as a senior Corporate Development executive for Fresenius Medical Care North America from 2012 until 2017, and Chief Financial Officer of Liberty Dialysis LLC from 2006 until 2012. Prior to joining Liberty Dialysis, he served as a Director at DB Capital Partners, the private equity arm of Deutsche Bank, and a Principal at Aurora Capital Group. Mr. Shuey earned an MBA from the Wharton School of Business. He earned his BA degree from California State University, Fullerton. We believe Mr. Shuey is qualified to serve on our Board of Directors based on his financial and leadership experience.
Robert Bessler, M.D. has served on our Board of Directors since 2017. Dr. Bessler founded Sound Physicians in 2001 and servesserved as its Chief Executive Officer and Chairman.Chairman until September 2023. Dr. Bessler also serves on the boards of directors of private organizations, including UpStream Rehabilitation and BroadJump, LLC. Dr. Bessler holds a Bachelors’ degree from Tufts University and an MD from Case Western Reserve University School of Medicine. Dr. Bessler completed his residency in emergency medicine at the MetroHealth Medical Center and Cleveland Clinic, in Cleveland Ohio. We believe Dr. Bessler is qualified to serve on our Board of Directors based on his experience and leadership roles in the medical industry.
Class III-Directors with Terms Expiring in 2024
Michael K. Lester is a co-founder of LifeStance and has served as our Chief Executive Officer and Chairman of our Board of Directors since 2017. Prior to founding LifeStance, Mr. Lester was the founder and Chief Executive Officer of Accelecare Wound Centers, a comprehensive wound care and disease management company. Prior to that, Mr. Lester was a Venture Partner at Bain Capital and SV Life Sciences and founder and Chief Executive Officer of Radiant Research, a comprehensive clinical research company providing Phase I-IV study conduct and drug development services to the biopharmaceutical industry. Mr. Lester was formerly a board member and President of the Texas State Board of Pharmacy. He serves on The University of Texas College of Pharmacy Pharmaceutical Foundation Advisory Council, is a member of the board of directors of Upperline Health, Inc., and is a senior advisor to Silversmith Capital Partners. Mr. Lester previously served on the board of directors of Accelecare Wound Centers, Inc. and Radiant Research, Inc. He holds a BS in Pharmacy from the University of Texas. We believe Mr. Lester is qualified to serve on our Board of Directors based on his knowledge of our Company through his role as our Chief Executive Officer.
Jeffrey Rhodes has served on our Board of Directors since May 2020. Mr. Rhodes is the Co-Managing Partner of TPG Capital, where he has worked since July 2005. Mr. Rhodes co-leads the healthcare group and the firm’s investment activities in the healthcare services, pharmaceutical and medical device sectors. Mr. Rhodes has served on the boards of directors of Troon since December 2021, Pediatric Associates since December 2021, BVI since January 2017, Immucor since September 2011, Kelsey Seybold Clinic since January 2020, LifeStance Health since May 2020 and WellSky since February 2017. Mr. Rhodes previously served on the boards of Kindred at Home from July 2018 to August 2021, Kindred Healthcare from July 2018 to December 2021, Biomet from September 2007 to June 2015, EnvisionRx from November 2013 to June 2015, IMS Health from February 2010 to October 2016, Par Pharmaceutical Companies from September 2012 to September 2015, Surgical Care Affiliates from June 2007 to March 2017, Zimmer Biomet from June 2015 to August 2016, and as a founding9
board member of the Healthcare Private Equity Association, which was founded in May 2010. We believe that Mr. Rhodes’ longstanding experience in healthcare and service on boards of public companies make him well qualified to serve as our Director.
William Miller has served on our Board of Directors since July 2020. Mr. Miller is Chairman and CEO of WellSky. Prior to joining WellSky in July 2017, Mr. Miller served as the CEO of OptumInsight, a division of Optum, which is the health services platform of UnitedHealth Group. Prior to OptumInsight, Mr. Miller served as senior vice president of technologies at Cerner Corporation, where he had global responsibility for the company’s managed services, outsourcing, and technology services business units. Mr. Miller holds a Bachelor’s degree in Economics from the University of Kansas and a MA in Urban Planning and Public Policy from the University of Kansas. We believe Mr. Miller is qualified to serve on our Board of Directors based on his industry experience, including as a chief executive officer of a health services company.
Our business and affairs are managed under the direction of the Board of Directors. Our Amended and Restated Certificate of Incorporation provides that our Board of Directors shall consist of at least three directors but not more than twelve directors and that the number of directors may be fixed from time to time by resolution of our Board of Directors. Our Board of Directors is divided into three classes, as follows:
•
Class II, which consists of Darren Black, Eric Shuey and Robert Bessler. The terms of Mr. Black, Mr. Shuey and Mr. Bessler will continue until our 2023 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation or removal; and
Class III, which consists of Michael Lester, Jeffrey Rhodes and William Miller. The terms of Mr. Lester, Mr. Rhodes and Mr. Miller will continue until our 2024 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation or removal.
At this time, the Board of Directors believes that the classified board structure is in the best interestinterests of the Company. The three-year term will ensure that at any given time the majority of the directors will have deep knowledge of the Company and a firm understanding of its goals, and it allows for continuity and stability of our Board of Directors, promoting the balance of long-term and short-term interests of the Company and its stockholders. The structure also safeguards the Company from third-party takeover attempts, as it will require a longer period to change majority control of the board.Board of Directors. A classified board remains accountable to the Company’s stockholders. The directors continue to have a fiduciary responsibility to the stockholders, and the stockholders have the ability to elect one third of the Board of Directors annually to ensure their interests are represented.
Amendments to certain provisions of our Amended and Restated Certificate of Incorporation and bylaws, including the classified board provision, require the approval of, (i) prior to the first date (the “Trigger Date”) on which affiliates of TPG Inc. (“TPG”), Summit Partners, L.P. (“Summit”), and Silversmith Capital Partners, L.P. (“Silversmith”), and their respective successors, transferees and affiliates (collectively, the “Sponsor Investors”) cease collectively to beneficially own (directly or indirectly) more than 50% of our outstanding shares of common stock, the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company and (ii) from and after the Trigger Date, by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of capital stock of the Company. The Company believes this heightened threshold following the Trigger Date is appropriate as it relates to fundamental elements of our corporate governance. The provision does not preclude changes being made to governing documents but rather it requires broad stockholder consensus in order to effect change. By requiring a 66 2/3% stockholder vote, the Board of Directors will be better positioned to protect the Company from third-party takeover attempts and encourage those interested in acquiring the Company to negotiate directly with the Board of Directors.
In connection with our initial public offering, we entered into a stockholders’ agreement with investment entities controlled by the Sponsor Investors that provides the Sponsor Investors with nomination rights with respect to our Board of Directors. Under the agreement, we and the Sponsor Investors are required to take all necessary action to cause the Board of Directors to include individuals designated by the Sponsor Investors in the slate of nominees recommended by the Board of Directors for election by our stockholders, as follows:
•
for so long as TPG owns less than 50% but at least 35% of the shares of our common stock held by TPG upon completion of our initial public offering, TPG will be entitled to designate three individuals for nomination, including one director not employed by TPG;
•
•
10
•
TPG, Summit and Silversmith also have the exclusive right to remove their respective designees and to fill vacancies created by the removal or resignation of their designees, and the Sponsor Investors areCompany is required to take all necessary action to cause such removals and fill such vacancies at the request of TPG, Summit or Silversmith, as applicable. The Stockholders Agreement provides that, in the event that any provision thereof would, under applicable law, be invalid, illegal or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid, legal and enforceable to the maximum extent compatible with, and possible under, applicable law.
William Miller, Jeffrey Rhodes, Katherine WoodsWood and Seema Verma were each been designated by TPG for nomination to our Board of Directors. Darren Black was designated by Summit for nomination to our Board of Directors. Jeffrey Crisan was designated by Silversmith for nomination to our Board of Directors.
Director Independence
We are a “controlled company” under the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). As a “controlled company,” we may elect to not comply with certain governance requirements, including the requirements to (i) have a majority of independent directors, (ii) maintain a compensation committee composed entirely of independent directors and (iii) maintain a corporate governance and nominating committee composed of independent directors or have the responsibilities that would otherwise be undertaken by a corporate governance and nominating committee undertaken solely by the independent directors of the boardBoard of directors.Directors.
Accordingly, if we choose to avail ourselves of these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements and the ability of our independent directors to influence our business policies and affairs may be reduced. When we cease to be a “controlled company,” we will be required to comply with these provisions within the transition periods specified in Nasdaq rules.
These exemptions do not modify the independence requirements for our Audit Committee, and we comply with the applicable requirements of the Sarbanes-Oxley Act and Nasdaq rules with respect to our Audit Committee. See “Board Meetings, Attendance and Committees—Audit Committee.”
The Board of Directors evaluates the relationships of each director and any director nominees with the Company and makes an affirmative determination whether such director or nominee is independent. Pursuant to our corporate governance guidelines, an independent director shall be one who meets the qualification requirements for being an independent director under applicable laws and the corporate governance listing standards of Nasdaq, including the requirement that the Board of Directors must have affirmatively determined that the director has no material relationships with the Company, either directly or as a partner, stockholder or officer of
an organization that has a relationship with the Company. To guide its determination as to whether or not a business or charitable relationship between the Company and an organization with which a director is so affiliated is material, the Board of Directors, or a designated committee of the Board of Directors, may from time to time adopt categorical standards of independence. Our Board of Directors has determined that Robert Bessler, Darren Black, Jeffrey Crisan, William Miller, Jeffrey Rhodes, Eric Shuey, Katherine Wood and Seema Verma are independent directors under the rules of Nasdaq.
Annual Board and Committee Performance Review
Pursuant to our corporate governance guidelines, our nominating and corporate governance committee is responsible for reporting annually to the Board of Directors an evaluation of the overall performance of the Board of Directors. Additionally, the charters of our audit committee, compensation committee, quality and compliance committee and nominating and corporate governance committees each provide that the respective committee is responsible for performing or participating in an annual evaluation of its performance, the results of which are to be presented to the Board of Directors.
Board of Directors Leadership Structure
Our corporate governance guidelines provide maximum flexibility to the Board of Directors in choosing a Chairman of the Board of Directors. The corporate governance guidelines provide that such offices may be held by different people or the same person, as determined by the Board of Directors. The Board of Directors believes that it is in the best interests of the Company for the Board of Directors to make a determination regarding whether or not to separate the roles of the Chairperson and the Chief Executive Officer
11
based on the then-current circumstances. The roles of Chief Executive Officer and Chairman of the Board of Directors are currently held by Mr. Lester.Burdick.
Board Meetings, Attendance and Committees
Our Board of Directors met sevenfour times during 2021.2023. Each director attended at least 75% of the aggregate meetings of the Board of Directors and meetings of the board committees on which such director served in 2021.2023. The Board of Directors also approved certain actions by unanimous written consent in lieu of a meeting.
It is our policy that our directors attend annual meetings of stockholders. All of our directors attended our 2023 annual meeting.
As of the date of this Proxy Statement, our Board of Directors has four standing committees: the audit committee; the compensation committee; the quality and compliance committee; and the nominating and corporate governance committee. Each committee operates under its own written charter adopted by the Board of Directors, each of which is available on our website at https://investor.lifestance.com/corporate-governance/governance-documents.
Audit Committee
Our audit committee is composed of Darren Black, Jeffrey Crisan and Eric Shuey, and Katherine Wood, with Eric Shuey serving as chairperson of the committee. Our Board of Directors has determined each member of our Audit Committee meets the definition of “independent director” under the rules of Nasdaq and each member of our Audit Committee other than Ms. Wood meets the definition of “independent director” under Rule 10A-3 under the Exchange Act, due to Ms. Wood’s affiliation with TPG. Within one year following our initial public offering, the audit committee will consist exclusively of independent directors.Act. None of our audit committee members simultaneously serves on the audit committees of more than three public companies, including ours. Our Board of Directors has determined that Eric Shuey is an “audit committee financial expert” within the meaning of the SEC’s regulations and applicable listing standards of Nasdaq. The audit committee’s responsibilities include:
•
•
reviewing the audit plan with the independent registered public accounting firm and members of management responsible for preparing our consolidated financial statements;
•
•
•
•
•
•
•
•
•
•
During the year ended December 31, 2021,2023, the Audit Committeeaudit committee met eight times following its establishment in June 2021.six times.
Compensation Committee
Our compensation committee is composed of Darren Black, Jeffrey Crisan and Jeffrey Rhodes, with Jeffrey Rhodes serving as chairperson of the committee. The compensation committee has the authority to delegate to subcommittees of the compensation committee any of the responsibilities of the full committee and to officers of the Company such responsibilities of the full committee
12
as may be permitted by applicable laws and in accordance with applicable Nasdaq rules. The compensation committee’s responsibilities include:
•
•
•
•
•
•
reviewing and establishing our overall management compensation philosophy and policy;
•
•
•
•
During the year ended December 31, 2021,2023, the Compensation Committeecompensation committee met six times following its establishment in June 2021.seven times.
Nominating and Governance Committee
Our nominating and governance committee is composed of Darren Black, William Miller and Jeffrey Rhodes, with JeffreyMr. Rhodes serving as chairperson of the committee. The nominating and governance committee’s responsibilities include:
•
•
•
•
•
•
•
•
During the year ended December 31, 2021,2023, the Nominatingnominating and Governance Committeegovernance committee met two times following its establishment in June 2021.four times.
Quality and Compliance Committee
Our quality and compliance committee is composed of Jeffrey Crisan, Seema Verma and Katherine Wood, with Katherine Wood serving as chairperson of the committee. The quality and compliance committee’s responsibilities include:
•
13
•
•
•
reviewing Company procedures for the receipt, retention and treatment of complaints received regarding non-financial quality and compliance matters.
During the year ended December 31, 2021,2023, the Compliance Committeequality and compliance committee met two times following its establishment in June 2021.four times.
Board Oversight of Risk Management
Management is responsible for the day-to-day management of risks the Company faces. The full Board of Directors has the ultimate oversight responsibility for the risk management process, and, through its committees, oversees risk in certain specified areas. In particular, our audit committee oversees management of enterprise risks as well as financial risks and cybersecurity risks and is responsible for overseeing the review and approval of related party transactions. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our nominating and corporate governance committee oversees risks associated with business conduct and ethics. Our Board of Directors also oversees risks associated with our environmental, social, and corporate governance practices. Our quality and compliance committee generally monitors our quality and compliance programs and reviews significant non-financial risk areas. Pursuant to the Board of Directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full Board of Directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the Board of Directors and its committees.
Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee. For a description of transactions between us and members of our compensation committee and affiliates of such members, please see “Certain Relationships and Related Party Transactions.”
We have adopted a code of conduct that applies to all of our employees, officers and directors (the “Code of Conduct”). The Code of Conduct is available on our website at https://investor.lifestance.com/
corporate-governance/governance-documents. If we make any substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver, from a provision of the Code of Conduct affecting our directors or executive officers, we will disclose the nature of such amendment or waiver on that website or in a Current Report on Form 8-K.
Policy Against Hedging of Stock
Our insider trading policy prohibits our directors, officers and employees from entering into hedging transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps and collars, because such transactions may permit a director, officer or employee to continue to own securities obtained through our employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the individual may no longer have the same objectives as our other stockholders.
Corporate Governance Guidelines
We believe that good corporate governance is important to ensure that we are managed for the long-term benefit of our stockholders. The Board of Directors has adopted a set of corporate governance guidelines to set clear parameters for the operation of our Board of Directors. Our corporate governance guidelines are available on our website at https://investor.lifestance.com/corporate-governance/governance-documents.
Director Nomination Process
The nominating and corporate governance committee recommends, and the Board of Directors nominates, candidates to stand for election as directors. The nominating and corporate governance committee has the authority to engage search firms for the purpose of identifying highly qualified director candidates, for which
such firms are paid a fee. Stockholders may also nominate persons to be elected as directors in accordance with our bylaws and applicable law, as described under “Additional Information-Requirements for Stockholder Proposals.”
We seek a Board of Directors that collectively possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee the Company’s business. Accordingly, the Board of Directors considers the qualifications of directors and director candidates individually and in the broader context of its overall composition and the Company’s current and future needs.
Our nominating and corporate governance committee does not have a policy (formal or informal) with respect to diversity, but takes into consideration each candidate’s ability, judgment and experience and the overall diversity and composition of our Board of Directors when recommending director nominees. The nominating and corporate governance committee does not have a written policy regarding stockholder nominations, but it is the practice of the committee to consider candidates proposed by stockholders if made in accordance with our bylaws.
We look for a Board that represents diversity as to experience, gender, and ethnicity/race, and that reflects a range of talents, ages, skills, viewpoints, professional experiences, geographies, and educational backgrounds.
Board Diversity Matrix (as of April 23, 2024)
Total Number of Directors |
| 10 |
| |||||||||||||
|
| Female |
|
| Male |
|
| Non-Binary |
|
| Did Not Disclose Gender |
| ||||
Part I: Gender Identity |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Directors |
|
| 3 |
|
|
| 7 |
|
|
| — |
|
|
| — |
|
Part II: Demographic Background |
|
|
|
|
|
|
|
|
|
|
|
| ||||
African American or Black |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Alaskan Native or Native American |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Asian |
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Hispanic or Latinx |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Native Hawaiian or Pacific Islander |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
White |
|
| 2 |
|
|
| 5 |
|
|
| — |
|
|
| — |
|
Two or More Races or Ethnicities |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
LGBTQ+ |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Demographic Background Undisclosed |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
Board Diversity Matrix (as of April 21, 2022)2023)
Total Number of Directors |
| 9 |
| |||||||||||||
|
| Female |
|
| Male |
|
| Non-Binary |
|
| Did Not Disclose Gender |
| ||||
Part I: Gender Identity |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Directors |
|
| 2 |
|
|
| 7 |
|
|
| — |
|
|
| — |
|
Part II: Demographic Background |
|
|
|
|
|
|
|
|
|
|
|
| ||||
African American or Black |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Alaskan Native or Native American |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Asian |
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Hispanic or Latinx |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Native Hawaiian or Pacific Islander |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
White |
|
| 1 |
|
|
| 5 |
|
|
| — |
|
|
| — |
|
Two or More Races or Ethnicities |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
LGBTQ+ |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Demographic Background Undisclosed |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
Total Number of Directors | 9 | |||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||
Part I: Gender Identity |
| |||||||||||
Directors | 2 | 7 | — | — | ||||||||
Part II: Demographic Background |
| |||||||||||
African American or Black | — | — | — | — | ||||||||
Alaskan Native or Native American | — | — | — | — | ||||||||
Asian | 1 | — | — | — | ||||||||
Hispanic or Latinx | — | — | — | — | ||||||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||
White | 1 | 6 | — | — | ||||||||
Two or More Races or Ethnicities | — | 1 | — | — | ||||||||
LGBTQ+ | — | |||||||||||
Demographic Background Undisclosed | — |
Stockholder Engagement
We value stockholder engagement and strive for regular communication with our stockholders throughout the year. In addition to engaging with stockholders through our quarterly earnings calls, we routinely participate in direct investor meetings and investment community conferences.
Stockholders and other interested parties wishing to communicate directly with our Board of Directors or individual directors may do so by writing to the Board of Directors or such individual c/o the Corporate Secretary, LifeStance Health Group, Inc., 4800 N. Scottsdale Road, Suite 6000,2500, Scottsdale, Arizona 85251. The Corporate Secretary will forward such communications to the Board of Directors or individual at or prior to the next meeting of the Board of Directors. The Corporate Secretary will not forward any communication determined in his good faith belief to be frivolous, unduly hostile, threatening or similarly unsuitable.
16
PROPOSAL 2:
Ratification of Independent Registered Public Accounting Firm
The audit committee of our Board of Directors has appointed PricewaterhouseCoopers LLP (“PwC”("PwC") as our independent registered public accounting firm for the year ended December 31, 2022.2024. We are asking our stockholders to ratify this appointment.
SEC and Nasdaq regulations require our audit committee to engage, retain, and supervise our independent registered public accounting firm. Our audit committee annually reviews our independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. Although stockholder ratification is not required by applicable law nor by our bylaws, we are submitting our selection of PwC as our independent registered public accounting firm as a matter of good corporate governance.
We expect that representatives of PwC will be present at the meeting, that the representatives will have the opportunity to make a statement if they so desire, and that they will be available to respond to appropriate questions.
PwC has served as our independent registered public accounting firm since 2020.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Pursuant to the audit committee charter, the audit committee is responsible for the oversight of our accounting, reporting and financial practices. The audit committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors; and establish the fees and other compensation to be paid to our external auditors. Since the pre-approval policy was adopted in 2021, the audit committee pre-approved all audit and permitted non-audit services provided by PwC.
Principal Accountant Fees and Services
The following sets forth fees billed by PwC for the audit of our annual consolidated financial statements and other services rendered for the fiscal years ended December 31, 20212023 and 2020:2022:
|
| Year ended December 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Audit Fees (1) |
| $ | 1,703,373 |
|
| $ | 1,813,500 |
|
Audit Related Fees (2) |
|
| — |
|
|
| — |
|
Tax Fees (3) |
|
| 100,000 |
|
|
| — |
|
All Other Fees (4) |
|
| 991 |
|
|
| 2,991 |
|
Total |
| $ | 1,804,364 |
|
| $ | 1,816,491 |
|
Year ended December 31, | ||||||||
2021 | 2020 | |||||||
Audit Fees(1) | 1,325,000 | 1,475,000 | ||||||
Audit Related Fees(2) | 1,771,000 | 310,000 | ||||||
Tax Fees(3) | 250,000 | — | ||||||
All Other Fees(4) | 2,991 | 991 | ||||||
Total | 3,348,991 | 1,785,991 |
|
|
|
|
There were no other fees billed by PwC for services rendered to us, other than the services described above, for fiscal years ended December 31, 20212023 and 2020.2022.
The Board of Directors recommends a vote FOR the ratification of the appointment of PwC as our independent
registered public accounting firm for the year ended December 31, 2022.2024.
17
PROPOSAL 3:
EXECUTIVE AND DIRECTOR COMPENSATIONAdvisory Vote on Named Executive Officer Compensation
ThisThe Compensation Discussion and Analysis section provides an overview of this Proxy Statement beginning on page 20 describes our executive compensation program and the compensation awarded to, earned by, or paid toof our principal executive officer and our next two most highly compensatednamed executive officers in respect of their service to us for the fiscal year ended December 31, 2021. We refer to these individuals as our named executive officers. Our named executive officers are:2023.
Michael K. Lester, our President and Chief Executive Officer;
J. Michael Bruff, our Chief Financial Officer and Treasurer; and
Gwen H. Booth, our Chief Operating Officer.
Summary Compensation Table
The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2021 and, if applicable, December 31, 2020:
Name and principal position | Salary | Bonus | Stock awards | Nonequity incentive plan compensation | All other compensation | Total | ||||||||||||||||||||||
Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | ||||||||||||||||||||||
Michael K. Lester | 2021 | 349,256 | — | 146,263,703 | 225,102 | 163,743 | 147,001,804 | |||||||||||||||||||||
President and Chief Executive Officer | 2020 | 337,091 | — | 6,386,320 | 341,209 | 120,127 | 7,184,747 | |||||||||||||||||||||
J. Michael Bruff (6) | 2021 | 423,077 | 3,000,000 | 24,568,838 | 328,870 | 143,788 | 28,464,573 | |||||||||||||||||||||
Chief Financial Officer and Treasurer | ||||||||||||||||||||||||||||
Gwen H. Booth | 2021 | 308,555 | — | 48,754,555 | 165,000 | 25,753 | 49,253,863 | |||||||||||||||||||||
Chief Operating Officer | 2020 | 271,896 | — | 2,128,773 | 196,991 | 11,110 | 2,608,770 |
|
|
|
|
|
|
Overview
Our executive compensation program is designed to help us attract, retain and reward key employees,incentivize talented executives and to closely align pay with performance. Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our executive compensation program implements our compensation philosophy.
The Board of Directors is asking stockholders to support this proposal. Although the vote we are asking you to cast is advisory and non-binding, the compensation committee and the Board of Directors value the views of our stockholders as expressed in their votes. The Board of Directors and the compensation committee will consider the outcome of the vote when making future executive compensation decisions.
The Board of Directors recommends a vote FOR the approval, on an advisory and non-binding basis, of the compensation paid to the Company's named executive officers for 2023.
18
PROPOSAL 4:
Advisory Vote on Frequency of Future Advisory Votes on the Compensation Paid to Named Executive Officers
The Board of Directors is asking stockholders to vote, on a non-binding advisory basis, on how frequently we should present to stockholders the advisory vote on named executive officer compensation (the so-called “say-on-pay” vote). We are required to submit to a stockholder vote at least once every six years whether say-on-pay votes should be presented every one, two or three years.
Stockholders will specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. After careful consideration of the frequency alternatives, the Board of Directors believes that a ONE YEAR frequency for conducting say-on-pay votes is appropriate for the Company and its stockholders at this time.
Although the vote we are asking you to cast is advisory and non-binding, the compensation committee and the Board will consider the outcome of the vote, among other factors, when determining the frequency of say-on-pay votes.
The Board of Directors recommends a vote FOR the option of ONE YEAR on the frequency for future advisory votes on the compensation paid to named executive officers.
19
EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
The compensation discussion and analysis that follows describes our executive compensation philosophy, policies and practices, summarizes our executive compensation program, and discusses executive compensation decisions made by the compensation committee in 2023 with respect to the following executive officers (referred to herein as our “named executive officers”):
Name | Principal Position | |
Kenneth Burdick | Chief Executive Officer | |
David Bourdon | Chief Financial Officer and Treasurer | |
Danish Qureshi | President and Chief Operating Officer | |
Pablo Pantaleoni | Chief Digital Officer | |
Ryan Pardo | Chief Legal Officer and Secretary |
2023 Highlights
2023 was a year of strong financial performance, while we remained focused on operational improvements, profitable growth and disciplined capital deployment to fortify the foundation of our business. Some of our accomplishments include:
* Adjusted EBITDA is a non-GAAP financial measure. For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net loss, see the section titled "Key Metrics and Non-GAAP Financial Measures" included in our Annual Report on Form 10-K for fiscal year 2023.
Our 2024 guidance reflects this strong positive momentum of our organization, and we believe that the efforts of our named executive officers were critical to our achieving this momentum and our successes in 2023.
Overview of our Executive Compensation Program
Our executive compensation program is designed to help us attract, retain and incentivize themtalented executives and to achieveclosely align pay with performance. To further these goals, we tie a significant portion of our executives’ compensation to the attainment of key performance goals that we believe will help us attain short- and long-term business objectives and create shareholder value. We use equity-based compensation to further align their interests with the interests of our stockholders. executives with those of our shareholders. Finally, we provide market-competitive base salaries, benefits and severance protections to provide a fixed element of compensation designed to promote stability and ensure that our executives can perform their responsibilities without and so as not to encourage unnecessary risk-taking.
Described below are some of the practices that we consider good governance features of our executive compensation program.
We believe that the features of our executive compensation program benefit the Company as a whole and serve to increase the alignment of incentives between our executive officers and our shareholders.
Process for Determining Executive Compensation
The compensation committee is generally responsible for determining the compensation of our executive officers. Ourofficers, and our Chief Executive Officer madegenerally makes recommendations to ourthe compensation committee about the compensation of his direct reportsreports. No member of the management team, including our Chief Executive Officer, has a role in respect of fiscal year 2021.determining his or her own compensation.
Initial Public Offering20
In fiscal year 2021, we completed our initial public offering, which was an important milestone for us. In connection with our initial public offering, all vested and unvested Class B Units of LifeStance TopCo, L.P. previously held by our named executive officers were exchanged for unrestricted and restricted shares of our common stock, respectively, and the vesting terms were modified, as described in further detail under “Equity Compensation” below. This exchange and modification resulted in large incremental non-cash compensation charge during 2021, as quantified and described in Note 3 to the Summary Compensation Table above. This incremental compensation charge does not reflect additional value actually received by any of our named executive officers and resulted only from this exchange and modification described. Importantly, there was no accelerated vesting of incentive equity in connection with our initial public offering and the unrestricted shares of our common stock received by our named executive officers remain subject to both time- and performance-based vesting conditions.
Independent Compensation Consultant
In 2021,2023, the compensation committee engaged Radford,Pay Governance, an independent compensation consulting firm, to assist it in evaluating the Company’s executive and director compensation practices, including program design, identification of an appropriate peer group for compensation comparison purposes and providing pay benchmarking data. Prior to engaging Radford,Pay Governance, the compensation committee assessed the independence of Radford from managementPay Governance and, on the basis of that assessment and taking into consideration the independence factors that are required to be considered under applicable Nasdaq rules, satisfied itself that no relationships exist that would create a conflict of interest or that would impact Radford’sPay Governance’s independence.
2021 Use of Peer Group and Market Data
The compensation committee uses peer group data as a reference point to gauge the reasonableness of its executive compensation decisions and the general competitiveness of our executive compensation program in the market. The compensation committee selects companies in the health care or technology industry with which it believes we compete for talent. Other factors considered in developing the peer group included, but were not limited to, revenue size, market capitalization, headcount, and unique characteristics of our business model. A list of our peer group companies that the compensation committee used in connection with 2023 executive compensation decisions is below.
1Life Healthcare, Inc. | American Well Corporation | |
Certara, Inc. | Change Healthcare Inc. | |
Clover Health Investments, Corp. | Dropbox, Inc. | |
Elastic N.V. | GoodRx Holdings, Inc. | |
HealthEquity, Inc. | iRhythm Technologies, Inc. | |
Oak Street Health, Inc. | Palantir Technologies Inc. | |
Phreesia, Inc. | Signify Health, Inc. | |
Teladoc Health, Inc. | Veeva Systems Inc. |
In addition to peer group data, the compensation committee also reviews broader market and healthcare data from Radford's Global Compensation Database to form a holistic view of the market. While our compensation committee does not have any formal policy, our compensation committee generally targets the 50th percentile of the market when setting executives’ base pay and target short-term incentive compensation and generally targets the 75th percentile of the market when setting executives’ long-term incentive compensation (at target).
Components of our Executive Compensation Program
Elements of Compensation
Below is a summary of the primary elements of our executive compensation program, each of which is discussed in more detail below.
Element | Summary Description | |
Base Salary | • Annual fixed cash compensation | |
Annual Bonus Awards | • Annual cash bonus plan, with the following metrics for 2023: o Revenue o Adjusted EBITDA o Net Clinician Growth o Patient Satisfaction | |
Long-term Equity Incentive Awards | • Time- and performance-based restricted stock unit (“RSU”) awards in 2023 |
Base Salary and Annual Bonus
The base salariesEach of our named executive officers is paid a base salary. The compensation committee believes this element of compensation is important because it provides a fixed element of compensation that reflects the individual named executive officer's skills, experience and role, as valued in the marketplace and within the Company. Base salaries are subject to annual review by the compensation committee and are adjusted from time to time based on these considerations, as well as peer group and other market data, as described above.
In 2023, Mr. Burdick’s base salary was reduced from $750,000 per year to $600,000 per year, a 20% decrease, and his target annual bonus was increased from 100% to 150% of his annual base salary, effectively maintaining Mr. Burdick’s overall cash compensation if target performance is achieved under our annual bonus plan, but increasing the portion of Mr. Burdick’s compensation that is at-risk and subject to our achievement of performance goals, and providing more upside to Mr. Burdick in the event of performance in excess of target achievement levels, by virtue of his maximum bonus potential increasing from 200% of his annual base salary to 250%. The
21
compensation committee believes this change further aligns Mr. Burdick’s interest with those of our shareholders by tying a larger portion of his compensation directly to our performance. In 2023, the compensation committee also approved a 6% increase to Mr. Qureshi’s base salary, a 10% increase to Mr. Pantaleoni’s base salary, and an 11 % increase to Mr. Pardo’s base salary, in each case based on the factors described above and to bring such salaries more in line with the market. Mr. Bourdon did not receive a base salary increase in 2023, in part because his compensation was set in relatively close proximity to our annual compensation review cycle in connection with his November 2022 hire.
The following table sets forth the annual base salaries for each of our named executive officers as of the end of 2023:
Name |
| 2022 Base Salary ¹ |
|
| 2023 Base Salary ¹ |
|
| Percentage Change |
| |||
Kenneth Burdick |
| $ | 750,000 |
|
| $ | 600,000 |
|
|
| (20 | %) |
David Bourdon |
| $ | 500,000 |
|
| $ | 500,000 |
|
|
| 0 | % |
Danish Qureshi |
| $ | 330,000 |
|
| $ | 350,000 |
|
|
| 6 | % |
Pablo Pantaleoni |
| $ | 385,000 |
|
| $ | 425,000 |
|
|
| 10 | % |
Ryan Pardo |
| $ | 300,000 |
|
| $ | 333,000 |
|
|
| 11 | % |
1 As of December 31st of the applicable year.
Annual Bonus Plan
The compensation committee believes that a significant portion of our named executive officers' cash compensation should be tied to our performance. Each of our named executive officers is eligible to earn a cash bonus under our annual bonus program based on the achievement of key corporate financial and strategic goals. We believe this element of compensation is important because it directly ties the compensation paid to our named executive officers with the achievement of key performance goals that are important to the Company and its stakeholders.
The compensation committee established the corporate performance metrics for our 2023 cash bonus program, following input from our Chief Executive Officer and its independent compensation consultant, as Adjusted EBITDA*, revenue, net clinician growth and patient satisfaction. When setting goals for each of these metrics, the compensation committee strived to set challenging, yet achievable, performance goals that would promote the achievement of short-term business objectives and were aligned with our annual business plan, while also supporting our longer-term business objectives. The compensation committee chose these performance goals because it believes Adjusted EBITDA*, revenue, net clinician growth and patient satisfaction are the primary indicators of our success in delivering our mission of expanding access to high quality mental healthcare through a high performing business model.
* Adjusted EBITDA is a non-GAAP financial measure. For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net loss, see the section titled "Key Metrics and Non-GAAP Financial Measures" included in our Annual Report on Form 10-K for fiscal year 2023.
Following the end of the fiscal year, the compensation committee determines the achievement of the performance goals and the payments to be made under the annual bonus program.
The table below shows the bonus payment levels based on the level of achievement of the corporate performance goals under our 2023 cash bonus program, with payments for performance between such payment levels determined based on linear interpolation.
2023 Annual Bonus Plan Performance Targets |
| ||||||||||||||||||
|
| Weighting (%) |
|
| Threshold Performance |
|
| Target Performance |
|
| Maximum Performance |
| |||||||
Adjusted EBITDA (1) |
|
| 50 | % |
| $ | 42M |
|
| $ | 53M |
|
| $ | 73M |
| |||
Revenue |
|
| 20 | % |
| $ | 900M |
|
| $ | 980M |
|
| $ | 1,140M |
| |||
Net Clinician Growth (2) |
|
| 15 | % |
|
|
| 690 |
|
|
|
| 1,090 |
|
|
|
| 1,590 |
|
Patient Satisfaction (3) |
|
| 15 | % |
|
|
| 59 |
|
|
|
| 75 |
|
|
|
| 95 |
|
Payout % |
|
|
|
|
|
| 50 | % |
|
|
| 100 | % |
|
|
| 200 | % |
The target amount of each named executive officer's annual cash bonus is set by the compensation committee as a percentage of his base salary. The target amount for each of Mr. Burdick, Mr. Bourdon, Mr. Qureshi, Mr. Pantaleoni, and Mr. Pardo was initially established in connection with their respective amendedhire based on internal pay equity considerations and restated employment agreementseach named executive officer's skill set, experience, role and responsibilities. Target annual bonuses are subject to annual review by our Board of Directors or the compensation committee and are adjusted from time to time based on these considerations, as well as peer group and other market data, as described above.
22
committee. For fiscal year 2021,
In 2023, the compensation committee increased Mr. Burdick's target annual bonus percentage from 100% to 150% of his base salary for each of Mr. Lester, Mr. Bruff,as described above, and Ms. Booth was initially $325,546, $550,000, and $271,896, respectively. In January 2021, Mr. Lester’s base salary was increased to $350,203 and Ms. Booth’s base salary was increased to $280,053. In May 2021, Ms. Booth’s base salary was increased to $330,000.
With respect to fiscal year 2021, each of Mr. Lester, Mr. Bruff, and Ms. Booth was eligible to receive an annual bonus, with the target amount of such annual bonus for each named executive officer set forth in his or her amended and restated employment agreement with us, described below. For fiscal year 2021,did not adjust the target bonus amount, expressed as a percentagepercentages for any of base salary, for each of Mr. Lester, Mr. Bruff, and Ms. Booth was as follows: 50%, 75%, and 50%, respectively (prorated for Mr. Bruff to reflect his partial year of employment). Annual bonuses for fiscal year 2021 for ourthe other named executive officers were based on the attainment of five corporate performance goals, each with a weighting of 20%, as determined by our Board of Directors or the compensation committee. officers.
The corporate performance goals for 2021 related to revenue, EBITDA, number of de novo openings, acquired EBITDA, and clinician satisfaction. Each named executive officer received a 2021target annual bonus as follows: Mr. Lester, $225,102; Mr. Bruff, $328,870; and Ms. Booth, $165,000.
Agreements with Our Named Executive Officers
Eachpercentage for each of our named executive officers for 2023 is party to an amended and restated employment agreement with us that sets forthlisted in the terms and conditionstable below:
Named Executive Officer | Target Bonus Opportunity | |
Kenneth Burdick | 150% | |
David Bourdon | 75% | |
Danish Qureshi | 75% | |
Pablo Pantaleoni | 50% | |
Ryan Pardo | 50% |
The actual amount earned by each named executive officer under our 2023 annual cash bonus program was determined by the compensation committee in early 2024 based on the level of his or her employment. The material termsachievement of the agreements are described below. The terms “cause”performance goals under this program. Based on 2023 Company performance, Mr. Burdick earned a bonus of $945,000 for fiscal year 2023. However, the Board of Directors, at the request of Mr. Burdick, elected to reduce this amount to $770,000 in order to support employee recognition and “good reason” referredinclusion activities. Otherwise, neither the compensation committee nor the Board of Directors exercised any discretion to below are defined inadjust, positively or negatively, the respectiveamount of any named executive officer’s agreement.annual bonus determined in accordance with the foregoing formula.
Mr. Lester. On May 14, 2020, we entered into an amendedActual achievement of the 2023 performance goals was as follows:
Performance Goal |
| 2023 Performance Year |
|
| Level of Achievement | ||
Adjusted EBITDA |
| $ | 59M |
|
| 105% | |
Revenue |
| $ | 1,056M |
|
| 108% | |
Net Clinician Growth |
|
|
| 1,014 |
|
| 93% |
Patient Satisfaction |
|
|
| 82 |
|
| 109% |
Based on the Company's achievement of the performance goals set forth above, and restated employment agreement,the adjustment for Mr. Burdick as amendeddescribed above, payment under the annual bonus program for each of our named executive officers for 2023 was as follows:
Named Executive Officer |
| Target Bonus Opportunity ($) |
|
| 2023 Bonus Payment ($) |
| ||
Kenneth Burdick |
|
| 900,000 |
|
|
| 770,000 |
|
David Bourdon |
|
| 375,000 |
|
|
| 393,750 |
|
Danish Qureshi |
|
| 262,500 |
|
|
| 275,625 |
|
Pablo Pantaleoni |
|
| 212,500 |
|
|
| 223,125 |
|
Ryan Pardo |
|
| 166,500 |
|
|
| 174,825 |
|
Long-term Equity Incentive Awards
Our Board of Directors and the compensation committee believe that in order to appropriately incentivize our executives to create shareholder value, a significant portion of our named executive officers' compensation should be in the form of equity-based compensation. Our long-term incentive program is designed to promote stock ownership by our senior management, tie compensation realized to stock price performance and encourage retention of key executives. Our long-term incentive program is a key tool in aligning executive pay with value creation on June 1, 2020, withbehalf of shareholders.
2023 Grants of Time- and Performance-Based RSU Awards
Our 2023 long-term equity incentive program was comprised of two components: time-based RSUs and performance-based RSUs. In 2023, our Board of Directors granted to each of our named executive officers time-based RSUs and performance-based RSUs. For each of Messrs. Burdick, Bourdon, and Qureshi, approximately 70% of the total value of 2023 equity awards was allocated to performance-based RSUs (at target level of performance) and approximately 30% was allocated to time-based RSUs (excluding, for Mr. Lester that provides for his entitlementBurdick, the one-time additional award of RSUs described below). For all of our other named executive officers, approximately 50% of the total value of 2023 equity awards was allocated to an annual base salary (which has subsequently been adjustedeach of performance-based RSUs (at target level performance) and time-based RSUs.
In addition to the amount described above) and a target bonus opportunity, as described above. In addition, Mr. Lester is bound by certain restrictive covenant obligations, including covenants relating2023 annual equity awards granted to confidentiality and assignment of inventions, as well as covenants not to compete or solicit certainall of our named executive officers, on March 6, 2023, Mr. Burdick was granted a one-time additional award of 1,816,239 time-based RSUs that vest over a five-year period with 50% of the RSUs vesting on the third anniversary of the grant date and 25% of the RSUs vesting on each of the fourth and fifth anniversaries of the grant date, in each case, generally subject to continued service providers, customers, and suppliers duringthrough the vesting date. The compensation committee determined to grant Mr. Burdick this one-time award because based on its review of the value of his employment and for 18 months after terminationoutstanding equity, which had declined primarily, in the compensation committee's view, as a result of performance that occurred before his commencement of employment.
On April 14, 2020, in connection with his sale of equity interests in the TPG Acquisition (as defined below), Mr. Lester entered into a restrictive covenants agreement with Lynnwood Intermediate Holdings, Inc., pursuant to which he has agreed not to disparage, compete, or solicit certain of our service providers for a period of four years after May 14, 2020, and not to disclose confidential information for a period of five years after May 14, 2020.23
We are also a party to an independent consulting agreement, dated June 1, 2020, with Alert5 and Mr. Lester, its founder and member, pursuant to which we have engaged Alert5 with respect to mergers and acquisitions and business development advisory services, to be provided by Mr. Lester, and for which we pay Alert5 a monthly fee of approximately $8,333. Pursuant to the consulting agreement, we also agree to reimburse Alert5 for the use of its leased aircraft for business travel for Mr. Lester in connection with the performance of his services under the consulting agreement, at a fixed initial per-flight hourly rate, which is subject to adjustment at the end of each calendar year based on the actual fixed and out-of-pocket costs attributable or incurred, as applicable, in connection with the operation of the aircraft. Either we or Alert5 may terminate the consulting agreement at any time upon ten days’ advance written notice, or without any advance notice if for cause (as defined in the agreement). Upon termination of the agreement, we will pay to Alert5 any fees earned but not yet paid and any expenses properly incurred but not yet reimbursed within 15 days of the termination date, or such earlier date as required by applicable law, and no further amounts will be paid under the agreement.
In addition, both Alert5 and Mr. Lester are bound by certain restrictive covenant obligations, including covenants relating to confidentiality and work-for hire assignment of inventions, as well as covenants not to compete or solicit certain of our service providers, customers, and suppliers during the consulting period and for 18 months after termination of the agreement.
Mr. Bruff. On March 3, 2021, we entered into an amended and restated employment agreement with Mr. Bruff that provides for his entitlement to an annual base salary and a target bonus opportunity, as described above. Mr.
Bruff’s employment agreement provides for a sign-on bonus in the amount of $3,000,000 and a relocation payment of $100,000 net of tax withholdings, both of which must be (i) fully repaid if the Company terminates Mr. Bruff’s employment for cause or Mr. Bruff resigns prior to March 8, 2023, and (ii) repaid as to one-half of the sign-on bonus and the relocation payment if the Company terminates Mr. Bruff’s employment for cause or Mr. Bruff resigns after March 8, 2023 but before March 8, 2024. In addition, Mr. Bruff is bound by certain restrictive covenant obligations, including covenants relating to confidentiality and assignment of inventions, as well as covenants not to compete or solicit certain of our service providers, customers, and suppliers during his employment and for 18 months after termination of employment.
Ms. Booth. On May 14, 2020, we entered into an amended and restated employment agreement with Ms. Booth that provides for her entitlement to an annual base salary and a target bonus opportunity, as described above. In addition, Ms. Booth is bound by certain restrictive covenant obligations, including covenants relating to confidentiality and assignment of inventions, as well as covenants not to compete or solicit certain of our service providers, customers, and suppliers during her employment and for 18 months after termination of employment.
On April 14, 2020, in connection with her sale of equity interests in the TPG Acquisition, Ms. Booth entered into a restrictive covenants agreement with Lynnwood Intermediate Holdings, Inc., pursuant to which she has agreed not to disparage, compete, or solicit certain of our service providers for a period of four years after May 14, 2020, and not to disclose confidential information for a period of five years after May 14, 2020.
Severance Upon Termination of Employment; Change in Control.
Mr. Lester. Under his amended and restated employment agreement, if Mr. Lester’s employment is terminated by us without cause or by him for good reason, he will be entitled to receive (i) continued payment of his base salary for a period of 12 months following termination, (ii) an amount equal to his target annual bonus for the year of termination, pro-rated to reflect the portion of the calendar year during which he was employed (“Pro-Rata Bonus”), (iii) payment of his full COBRA premiums for 12 months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iv) if Mr. Lester elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for 12 months following his termination, subject to his eligibility for such continued participation. If his employment is terminated due to his death or disability, he will receive a Pro-Rata Bonus and, upon a termination due to his disability, six months of base salary continuation (reduced by any wage continuation payments received under any of our health and disability insurance plans).
Mr. Bruff. Under his amended and restated employment agreement, if Mr. Bruff’s employment is terminated by us without cause or by him for good reason, he will be entitled to receive (i) continued payment of his base salary for a period of six months following termination, and (ii) payment of his full COBRA premiums for six months following his termination, subject to his eligibility for, and timely election of, COBRA coverage.
Ms. Booth. Under her amended and restated employment agreement, if Ms. Booth’s employment is terminated by us without cause or by her for good reason, she will be entitled to receive (i) continued payment of her base salary for a period of six months following termination, (ii) payment of her full COBRA premiums for six months following her termination, subject to her eligibility for, and timely election of, COBRA coverage, and (iii) if Ms. Booth elects to continue her participation in our insurance plans, other than the health and dental insurance plans, payment of her full premium cost for six months following her termination, subject to her eligibility for such continued participation. If her employment is terminated due to her disability, she will receive six months of base salary continuation (reduced by any wage continuation payments received under any of our health and disability insurance plans).
Severance Subject to Release of Claims and Compliance with Restrictive Covenants. Our obligation to provide a named executive officer with severance payments and other benefits under the executive’s amended and restated employment agreement (other than in connection with a termination due to death) is conditioned on the executive
signing a release of claims in our favor and the executive’s continued compliance with any restrictive covenant obligations owed to us.
Equity Compensation
Prior to our initial public offering, each of our named executive officers was granted Class B Unitstime-based and performance-based RSUs, as follows:
|
| Time-Based RSUs |
|
|
| Performance-Based RSUs |
| ||
Kenneth Burdick |
|
| 1,816,239 |
| (1) |
|
| — |
|
|
|
| 544,871 |
|
|
|
| 1,271,368 |
|
David Bourdon |
|
| 160,256 |
|
|
|
| 373,932 |
|
Danish Qureshi |
|
| 320,512 |
|
|
|
| 747,864 |
|
Pablo Pantaleoni |
|
| 197,649 |
|
|
|
| 197,650 |
|
Ryan Pardo |
|
| 192,307 |
|
|
|
| 192,308 |
|
The Class B Units were intended to be “profits interests” for U.S. federal income tax purposes. In connection with our initial public offering, all vested and unvested Class B Units were exchanged for shares of our common stock. Our named executive officers received shares of unrestricted common stock in exchange for any vested Class B Units that were exchanged and received shares of restricted common stock in exchange for any unvested Class B Units that were exchanged, which shares of restricted common stock are subject to the same vesting conditions (as amended as furthertime-based RSUs (other than Mr. Burdick's one-time award described below) as the unvested Class B Units that were so exchanged.
In connection with our initial public offering, our Board of Directors amended all outstanding Class B Units, including those held by our named executive officers, such that 40% of the Class B Units will vest in equal installments on May 14, 2022 and May 14, 2023 (or, for Mr. Bruff, March 3, 2022, March 3, 2023 and March 3, 2024) and 60% of the Class B Units are eligible to vest depending on TPG’s achievement of specified return on investment thresholds, which may be satisfied based on our average trading stock price on specified measurement dates. In each case, vesting of the Class B Units, and applicable restricted common stock received in exchange for such Class B Units, is generally subject to the executive’s continued employment through the applicable vesting date. Pursuant to the terms of the amendments for Mr. Lester and Ms. Booth, time-based Class B Units, and applicable restricted common stock received in exchange for such Class B Units, held by Mr. Lester and Ms. Booth will fully vest upon TPG’s achievement of specified return on investment thresholds during the executive’s employment or upon a sale of LifeStance TopCo, L.P. that occurs within the three-month period following the executive’s termination of employment by us without cause or by the executive for good reason. If Mr. Lester’s employment is terminated by us without cause or by him for good reason, his then-unvested time-based restricted common stock will vest in full and his then-unvested performance-based restricted common stock will be eligible to vest based on TPG’s return on investment measured as of the date of such termination of employment. If Ms. Booth’s employment is terminated by us without cause or by Ms. Booth for good reason, her then-unvested performance-based restricted common stock will remain eligible to vest based on TPG’s achievement of specified return on investment thresholds within the six-month period following such termination of employment. This exchange and modification resulted in large incremental non-cash compensation charge during 2021, as quantified and described in Note 3 to the Summary Compensation Table above. This incremental compensation charge does not reflect additional value actually received by any of our named executive officers and resulted only from the exchange and modification described above.
In addition, in connection with our initial public offering, on June 9, 2021, each of our named executive officers was granted RSUs under the LifeStance Health Group, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) in the following amounts: Mr. Lester, 1,652,963 RSUs; Mr. Bruff, 512,644 RSUs; and Ms. Booth, 550,988 RSUs.
The RSUs granted to Mr. Lester and Ms. Boothabove) vest as to one-third (1/3)25% of the RSUs on each of the first threefour anniversaries of the grant date,March 6, 2023, generally subject to the named executive officer’s continued employment with usservice through the applicablevesting date.
The performance-based RSUs granted in 2023 are earned based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA targets (up to 50%) for each of 2023, 2024, and 2025 (1/3 each year) and vest on the date the achievement of such targets is determined by our Board of Directors or compensation committee, in each case, generally subject to continued service through such vesting date. Forty percent (40%)The number of performance-based RSUs that vest with respect to each one-year performance period is determined based on the level at which the applicable target is achieved and can range from 0% to 100% of the RSUs granted to Mr. Bruff are subject to time-based vesting and vest as to one-third (1/3)each portion of the time-based RSUs on eachaward, with no interpolation for performance between threshold and target levels. The revenue and Adjusted EBITDA targets were not established for the 2024 and 2025 performance periods prior to December 31, 2023 and, as a result, the shares subject to such portions of the first three anniversariesperformance-based RSU awards were not considered to be granted during 2023 from an accounting perspective and are therefore not included in the Summary Compensation Table, the Grants of March 3, 2021, and 60%Plan-Based Awards Table or the Outstanding Equity Awards at Fiscal Year-end Table. To the extent earned based on performance, the 2023 portion of the performance-based RSUs aregranted in 2023 vested in the first quarter of 2024 upon the compensation committee’s determination of such performance. The following table sets forth (1) the revenue and Adjusted EBITDA goals for the 2023 performance period for performance-based RSUs granted in 2023, (2) our actual revenue and Adjusted EBITDA for the performance period ending December 31, 2023, and (3) the percentage of performance-based RSUs granted in 2023 eligible to vest based on 2023 performance that were earned based on such performance:
Year of Grant |
| Performance Period Year |
| Performance Metric |
| Threshold |
| Target |
| Actual Performance ($) |
| % of target |
| |
2023 |
| 2023 |
| Revenue (50%) |
| 980M |
| 1,000M |
| 1,056M |
|
| 100 | % |
2023 |
| 2023 |
| Adjusted |
| 50M |
| 56M |
| 59M |
|
| 100 | % |
* Adjusted EBITDA is a non-GAAP financial measure. For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net loss, see the section titled "Key Metrics and Non-GAAP Financial Measures" included in our Annual Report on Form 10-K for fiscal year 2023.
2022 Grants of Performance-Based RSU Awards
Each of Mr. Qureshi, Mr. Pantaleoni, and Mr. Pardo also held performance-based RSUs granted in 2022 that were eligible to vest based on revenue and Adjusted EBITDA during the 2023 performance period. The 2023 performance period revenue and Adjusted EBITDA targets were established during 2023 and, as a result, the shares subject to the 2023 portion of the performance-based vestingRSU awards granted in 2022 were considered to be granted during 2023 from an accounting perspective and are therefore included in the Summary Compensation Table and the Grants of Plan-Based Awards Table for 2023. The performance metrics for the 2023 performance period were revenue (50%) and Adjusted EBITDA (50%). To the extent earned based on performance, the 2023 portion of the performance-based RSUs granted in 2022 vested in the first quarter of 2024 upon the compensation committee’s determination of such performance. The table below sets forth (1) revenue goals and Adjusted EBITDA goals for the 2023 performance period for performance-based RSUs granted in 2022, (2) our actual revenue and Adjusted EBITDA for the performance period ending December 31, 2023, and (3) the percentage of performance-based RSUs granted in 2022 eligible to vest dependingbased on TPG’s achievement2023 performance that were earned based on such performance:
Year of Grant |
| Performance Period Year |
| Performance Metric |
| Threshold |
| Target |
| Actual Performance ($) |
| % of target |
| |
2022 |
| 2023 |
| Revenue (50%) |
| 980M |
| 1,000M |
| 1,056M |
|
| 100 | % |
2022 |
| 2023 |
| Adjusted |
| 50M |
| 56M |
| 59M |
|
| 100 | % |
* Adjusted EBITDA is a non-GAAP financial measure. For a discussion of specified returnAdjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net loss, see the section titled "Key Metrics and Non-GAAP Financial Measures" included in our Annual Report on investment thresholds, which may be satisfiedForm 10-K for fiscal year 2023.
24
2023 Performance Results for Performance-Based Restricted Stock
Each of Mr. Qureshi, Mr. Pantaleoni, and Mr. Pardo also holds shares of restricted stock received in connection with our initial public offering in respect of their pre-initial public offering equity. Certain of these shares of restricted stock are eligible to vest based on our average trading stock price on specified measurement dates in each case,(or alternatively based on TPG's return on investment), generally subject to Mr. Bruff’sthe named executive officer’s continued employmentservice with us through the applicable vesting date.
Employee and Retirement Benefits
We currently provide broad-based health and welfare benefits that are available to our full-time employees, including our named executive officers, including health, life, vision, and dental insurance. In addition, we maintain a 401(k) retirement plan for our employees. The 401(k) plan also provides for matching employer contributions. Other than the 401(k) plan, we do not provide any qualified or non-qualified retirement or deferred compensation benefits to our employees, including our named executive officers.
Agreements with our Named Executive Officers
We have entered into employment agreements or offer letters with each of our named executive officers other than Mr. Pardo that govern the terms and conditions of their employment relationship with us, including the compensation and benefits to which each executive is entitled. A summary of the material terms of these agreements is provided below under “Agreements with our Named Executive Officers.”
In 2022, our Board of Directors approved our Severance and Change in Control Policy (as amended from time to time, the “Change in Control Policy”). Each of our named executive officers participates in the Change in Control Policy. The Change in Control Policy provides severance protection to plan participants in the event their employment is terminated under certain circumstances in connection with a change in control. See “Potential Payments Upon Termination or Change in Control” below for a more detailed discussion of these potential payments to our named executive officers.
Other Compensation-Related Matters
Policy on Clawback and Recovery of Compensation
In November 2023, we adopted a clawback policy (the “Clawback Policy”) in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards, which covers our current and former officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, including all of our named executive officers. Under the Clawback Policy, if there is a restatement of our financial results, certain incentive-based compensation paid or awarded to covered employees will be subject to cancellation and/or repayment if the amount of such compensation was calculated based upon the achievement of financial results that were the subject of the restatement and the amount of such compensation that would have been received by the covered employees had the financial results been properly reported would have been lower than the amount actually awarded.
Compensation Risk Assessment
The compensation committee assessed our compensation policies and practices, including the risks created by our compensation plans, and has concluded that the Company’s compensation policies and practices, in conjunction with the Company’s existing processes and controls, do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company.
25
COMPENSATION COMMITTEE REPORT
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and, based on such review and discussions, the compensation committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Members of the compensation committee:
Jeffrey Rhodes (Chairman)
Darren Black
Jeffrey Crisan
26
Summary Compensation Table
The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2023 and December 31, 2022, as applicable. No named executive officer’s compensation is reported in the following table for the fiscal year ended December 31, 2021 because no named executive officer was a named executive officer for such year.
Name and principal position |
| Year |
|
| Salary(1) |
|
| Stock awards(2) |
|
| Option awards(3) |
|
| Nonequity incentive plan compensation(4) |
|
| All other compensation(5) |
|
| Total |
| |||||||
Kenneth Burdick(6) |
|
| 2023 |
|
|
| 623,077 |
|
|
| 13,423,219 |
|
|
| — |
|
|
| 770,000 |
|
|
| 13,200 |
|
|
| 14,829,496 |
|
|
|
| 2022 |
|
|
| 196,538 |
|
|
| — |
|
|
| 40,753,003 |
|
|
| — |
|
|
| 3,554 |
|
|
| 40,953,095 |
|
David Bourdon(7) |
|
| 2023 |
|
|
| 500,000 |
|
|
| 1,448,004 |
|
|
| — |
|
|
| 393,750 |
|
|
| 13,200 |
|
|
| 2,354,954 |
|
|
|
| 2022 |
|
|
| 51,923 |
|
|
| 1,000,001 |
|
|
| 3,938,542 |
|
|
| — |
|
|
| 2,077 |
|
|
| 4,992,543 |
|
Danish Qureshi(8) |
|
| 2023 |
|
|
| 345,385 |
|
|
| 3,104,452 |
|
|
| — |
|
|
| 275,625 |
|
|
| 13,200 |
|
|
| 3,738,662 |
|
|
|
| 2022 |
|
|
| 330,000 |
|
|
| 1,390,605 |
|
|
| 12,225,902 |
|
|
| — |
|
|
| 12,200 |
|
|
| 13,958,707 |
|
Pablo Pantaleoni(9) |
|
| 2023 |
|
|
| 415,769 |
|
|
| 1,477,040 |
|
|
| — |
|
|
| 223,125 |
|
|
| 13,200 |
|
|
| 2,129,134 |
|
Ryan Pardo(10) |
|
| 2023 |
|
|
| 325,385 |
|
|
| 1,436,891 |
|
|
| — |
|
|
| 174,825 |
|
|
| 8,737 |
|
|
| 1,945,838 |
|
27
Grants of Plan-Based Awards Table
The following table sets forth information regarding plan-based awards made to each of our named executive officers during fiscal year 2023.
|
|
|
|
|
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) |
|
| Estimated Future Payouts Under Equity Incentive Plan Awards (2) |
|
|
|
|
|
|
| |||||||||||||||||||||
Name |
| Grant Date |
|
|
| Threshold |
|
| Target |
|
| Maximum |
|
| Threshold |
|
| Target |
|
| Maximum |
|
| All Other Stock Awards: Number of Shares of Stock or Units (#) |
|
| Grant Date Fair Value of Stock and Option Awards ($)(3) |
| |||||||||
Kenneth Burdick |
|
| — |
|
|
|
| 450,000 |
|
|
| 900,000 |
|
|
| 1,800,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3/6/2023 |
| (4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,816,239 |
|
|
| 8,499,999 |
| |
|
| 3/6/2023 |
| (4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 544,871 |
|
|
| 2,549,996 |
| |
|
| 3/8/2023 |
| (5) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 211,895 |
|
|
| 423,790 |
|
|
| — |
|
|
| — |
|
|
| 2,373,224 |
| |
David Bourdon |
|
| — |
|
|
|
| 187,500 |
|
|
| 375,000 |
|
|
| 750,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3/6/2023 |
| (4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 160,256 |
|
|
| 749,998 |
| |
|
| 3/8/2023 |
| (5) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 62,322 |
|
|
| 124,644 |
|
|
| — |
|
|
| — |
|
|
| 698,006 |
| |
Danish Qureshi |
|
| — |
|
|
|
| 131,250 |
|
|
| 262,500 |
|
|
| 525,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3/6/2023 |
| (4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 320,512 |
|
|
| 1,499,996 |
| |
|
| 3/8/2023 |
| (5) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 124,644 |
|
|
| 249,288 |
|
|
| — |
|
|
| — |
|
|
| 1,396,013 |
| |
|
| 3/8/2023 |
| (6) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 18,611 |
|
|
| 37,222 |
|
|
| — |
|
|
| — |
|
|
| 208,443 |
| |
Pablo Pantaleoni |
|
| — |
|
|
|
| 106,250 |
|
|
| 212,500 |
|
|
| 425,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3/6/2023 |
| (4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 197,649 |
|
|
| 924,997 |
| |
|
| 3/8/2023 |
| (5) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 32,942 |
|
|
| 65,884 |
|
|
| — |
|
|
| — |
|
|
| 368,950 |
| |
|
| 3/8/2023 |
| (6) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 16,348 |
|
|
| 32,695 |
|
|
| — |
|
|
| — |
|
|
| 183,092 |
| |
Ryan Pardo |
|
| — |
|
|
|
| 83,250 |
|
|
| 166,500 |
|
|
| 333,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3/6/2023 |
| (4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 192,307 |
|
|
| 899,997 |
| |
|
| 3/8/2023 |
| (5) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 32,052 |
|
|
| 64,104 |
|
|
| — |
|
|
| — |
|
|
| 358,982 |
| |
|
| 3/8/2023 |
| (6) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 15,885 |
|
|
| 31,770 |
|
|
| — |
|
|
| — |
|
|
| 177,912 |
|
Agreements with Our Named Executive Officers
Each of our named executive officers other than Mr. Pardo is party to an employment agreement or offer letter with us that sets forth the terms and conditions of his employment. The material terms of the agreements are described below. The terms “cause” and “good reason” referred to below are defined in the respective named executive officer’s agreement.
Mr. Burdick. In connection with his appointment as Chief Executive Officer, effective September 7, 2022, we entered into an employment agreement with Mr. Burdick that provides for an entitlement to an annual base salary and an annual bonus opportunity (each of which has subsequently been adjusted as described above) with the actual amount of such bonus based upon achievement of
28
performance objectives determined by our Board of Directors or the compensation committee. Under the agreement, Mr. Burdick is entitled to reimbursement for business expenses (including annual access to a maximum of fifty (50) flight hours of private aircraft service for business travel) in accordance with the Company’s reimbursement policies.
Mr. Bourdon. In connection with his appointment as Chief Financial Officer and Treasurer of the Company, effective November 10, 2022, we entered into an employment agreement with Mr. Bourdon that provides for an entitlement to an annual base salary of $500,000 and, beginning for calendar year 2023, an annual bonus opportunity with a target equal to 75% of his base salary and with the actual amount of such bonus based upon achievement of performance objectives determined by our Board of Directors or the compensation committee. In connection with his commencement of employment, pursuant to his employment agreement, the Company issued Mr. Bourdon a one-time signing bonus in the amount of $1,000,000, payable in shares of the Company’s common stock based on the closing price of the Company’s common stock on November 10, 2022 and which is subject to repayment by Mr. Bourdon if his employment terminates prior to November 10, 2026 for any reason other than as a result of a termination of employment by the Company without cause or a resignation by Mr. Bourdon for good reason.
Mr. Qureshi. On May 14, 2020, we entered into an amended and restated employment agreement with Mr. Qureshi that provides for his entitlement to an annual base salary and incentive bonus opportunity, each of which has subsequently been increased. In connection with his promotion to President, in addition to his role as Chief Operating Officer, on September 7, 2022, we entered into a letter agreement with Mr. Qureshi that provides for a target annual bonus equal to 75% of his annual base salary commencing for 2022.
Mr. Pantaleoni. On September 8, 2020, we entered into an offer letter agreement with Mr. Pantaleoni that provides for his entitlement to an annual base salary and incentive bonus opportunity, each of which has subsequently been increased.
Each of our named executive officers is bound by certain restrictive covenant obligations, including covenants relating to confidentiality and assignment of inventions, as well as covenants not to compete or solicit certain of our service providers, customers, and suppliers during his employment and for eighteen (18) months after termination of employment (or three (3) years after termination of employment in the case of Mr. Pantaleoni’s non-solicitation obligations). In addition, in connection with his sale of equity interests in the TPG Acquisition (as defined below), each of Mr. Qureshi and Mr. Pardo agreed not to disparage, compete, or solicit certain of our service providers for a period of four years, and not to disclose confidential information for a period of five years, in each case, after May 14, 2020.
Each of our named executive officers is entitled to severance and other benefits upon a termination of his employment in certain circumstances pursuant to his employment agreement and/or our Change in Control Policy, as applicable. These severance protections are described in more detail below under “Potential Payments Upon Termination or Change in Control.”
29
Outstanding Equity Awards at Fiscal Year-end Table
The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2021:2023:
Stock awards | ||||||||||||||||
Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | ||||||||||||
Michael K. Lester | 3,013,871 | (2) | 28,692,052 | — | — | |||||||||||
— | — | 4,520,975 | (3) | 43,039,682 | ||||||||||||
1,652,963 | (4) | 15,736,208 | — | — | ||||||||||||
J. Michael Bruff | 545,158 | (2) | 5,189,904 | — | — | |||||||||||
— | — | 545,184 | (3) | 5,190,152 | ||||||||||||
205,058 | (4) | 1,952,152 | — | — | ||||||||||||
— | — | 205,057 | (5) | 1,952,143 | ||||||||||||
Gwen H. Booth | 1,004,624 | (2) | 9,564,020 | — | — | |||||||||||
— | — | 1,506,991 | (3) | 14,346,554 | ||||||||||||
550,988 | (4) | 5,245,406 | — | — |
|
Option Awards Stock Awards Name Grant Date Vesting Start Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested(1) ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) Kenneth Burdick 9/7/2022 9/7/2022 783,712 2,351,134 (2) 6,269,693 (3) 7.61 9/7/2032 — — — — 3/6/2023 — — — — — — 1,816,239 (4) 14,221,151 — — 3/6/2023 — — — — — — 544,871 (5) 4,266,340 — — 3/8/2023 — — — — — — 423,790 (6) 3,318,276 — — David Bourdon 11/10/2022 11/10/2022 104,167 312,499 (2) 833,334 (3) 5.53 11/10/2032 — — — — 3/6/2023 — — — — — — 160,256 (5) 1,254,804 — — 3/8/2023 — — — — — — 124,644 (6) 975,963 — — Danish Qureshi 5/14/2020 — — — — — — — — 753,608 (7) 5,900,751 6/9/2021 — — — — — — 183,660 (8) 1,438,058 — — 4/21/2022 4/1/2022 — — — — — 83,748 (9) 655,747 — — 9/7/2022 9/7/2022 235,114 705,340 (2) 1,880,908 (3) 7.61 9/7/2032 — — — — 3/6/2023 — — — — — — 320,512 (5) 2,509,609 — — 3/8/2023 — — — — — — 249,288 (6) 1,951,925 — — 3/8/2023 — — — — — — 37,222 (10) 291,448 — — Pablo Pantaleoni 11/10/2020 — — — — — — — — 167,468 (7) 1,311,274 4/21/2022 4/1/2022 — — — — — 73,563 (9) 575,998 — — 3/6/2023 — — — — — — 197,649 (5) 1,547,592 — — 3/8/2023 — — — — — — 65,884 (6) 515,872 — — 3/8/2023 — — — — — — 32,695 (10) 256,002 — — Ryan Pardo 5/14/2020 — — — — — — — — 334,936 (7) 2,622,549 6/9/2021 — — — — — — 153,914 (8) 1,205,147 — — 4/21/2022 4/1/2022 — — — — — 71,483 (9) 559,712 — — 3/6/2023 — — — — — — 192,307 (5) 1,505,764 — — 3/8/2023 — — — — — — 64,104 (6) 501,934 — — 3/8/2023 — — — — — — 31,770 (10) 248,759 — — (1) Based on the closing price of a share of our common stock on December 29, 2023, the last trading day in 2023 ($7.83). (2) Represents options to purchase shares of our common stock that vested as to one-fourth (1/4) of the underlying shares on the first anniversary of the vesting start date listed above and will vest as to one-fourth (1/4) of the underlying shares on each of the second, third, and fourth anniversaries of the vesting start date listed above, generally subject to the named executive officer’s continued service through each such vesting date. If the named executive officer’s employment is terminated by us without cause or by him for good reason, in either case, within six months prior to or within twelve (12) months following a change in control, the underlying shares will vest in full upon the later of the change in control or such termination of employment. (3) Represents options to purchase shares of our common stock that are subject to time- and performance-based vesting, with 25% of the shares subject to such options eligible to vest beginning on each of the first four anniversaries of the vesting start date listed above to the extent specified average trading stock price hurdles are achieved, generally subject to the named executive officer’s continued service. Upon a change in control, the options will vest based on actual performance through such change in control. If the named executive officer’s employment is terminated by us without cause or by him for good reason, the options will vest based on actual performance through such termination of employment. If the named executive officer’s employment is terminated by us without cause or by him for good reason, in either case, within six months prior to a change in control, the options will remain outstanding and eligible to vest in connection with such change in control. (4) Represents time-based RSUs that vest over a five-year period with 50% of the RSUs vesting on the third anniversary of the grant date and 25% of the RSUs vesting on each of the fourth and fifth anniversaries of the grant date, in each case, generally subject to Mr. Burdick’s continued service through the vesting date. (5) Represents time-based RSUs that vest as to one-fourth (1/4) of the RSUs on each of the first four anniversaries of the grant date, generally subject to the named executive officer’s continued service through the applicable vesting date. (6) Represents performance-based RSUs that have a one-year performance period ending on December 31, 2023 that were eligible to vest in 2024 upon the compensation committee’s determination of the achievement of pre-established performance metrics, generally subject to the named executive officer’s continued service through the vesting date. These RSUs vested at target performance (100%) in 2024 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award. The number of RSUs reported in the table are based on target performance (100%). Does not include any performance-based RSUs granted in 2023 that are eligible to be earned based on performance during 2024 or 2025, as such RSUs were not considered to have been granted from an accounting perspective prior to December 31, 2023. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above. (7) Represents shares of restricted stock received in exchange for |
|
|
|
The following table sets forth information concerning the compensation awarded to, earned by, or paid to our non-employee directors during the fiscal year ended December 31, 2021. Mr. Lester’s compensation for 2021 is included with that of our other named executive officers above.
Name | Stock awards ($)(1) | Total ($) | ||||||
Robert Bessler | 1,204,087 | 1,204,087 | ||||||
Darren Black(2) | — | — | ||||||
Jeffrey Crisan(2) | — | — | ||||||
Seema Verma (3) | 993,064 | 993,064 | ||||||
William Miller | 1,585,452 | 1,585,452 | ||||||
Jeffrey Rhodes(2) | — | — | ||||||
Eric Shuey | 1,204,087 | 1,204,087 | ||||||
Katherine Wood(2) | — | — |
|
The amounts reported in this column for 2021 also reflect the incremental fair value, as computed under FASB ASC Topic 718, related to adjustments to Class B Units made in connection with our initial public offering as described in more detail above under “Equity Compensation,” for Mr. Bessler ($1,204,087), Mr. Miller ($863,693),that are subject to performance-based vesting conditions and Mr. Shuey ($1,204,087). This incremental compensation charge does not reflect additional value actually received by any of our directors and resulted only from the exchange and modifications described above.
As of December 31, 2021, the following non-employee directors held the following shares of unvested restricted stock and unvested RSUs:
Non-employee Director | Number of Unvested Shares of Restricted Stock | Number of Unvested RSUs | ||||||
Robert Bessler | 77,870 | — | ||||||
Darren Black | — | — | ||||||
Jeffrey Crisan | — | — | ||||||
Seema Verma | — | 63,636 | ||||||
William Miller | 67,340 | 29,037 | ||||||
Jeffrey Rhodes | — | — | ||||||
Eric Shuey | 77,870 | — | ||||||
Katherine Wood | — | — |
|
|
Director Compensation
Prior to our initial public offering, in respect of their service on our Board of Directors, Messrs. Bessler, Miller and Shuey were granted Class B Units of LifeStance TopCo, L.P. In connection with our initial public offering, the vesting terms of the directors’ Class B Units were modified in a manner consistent with those of the awards held by our named executive officers, as described above under “Equity Compensation,” such that the time-based Class B Units (constituting 40% of the Class B Units held by each of Mr. Bessler, Mr. Miller, and Mr. Shuey) will vest as to one-third (1/3) of the time-based Class B Units on each of May 14, 2021, May 14, 2022 and May 14, 2023 (or, for Mr. Miller, February 17, 2022, February 17, 2023 and February 17, 2024) and the performance-based Class B Units (constituting 60% of the Class B Units held by each of Mr. Bessler, Mr. Miller, and Mr. Shuey) are eligible to vest depending on TPG’s achievement of specified return on investment thresholds, which may be satisfied based on our average trading stock price on specified measurement dates. Indates, generally subject to the named executive officer’s continued service with us through the applicable vesting date. For Mr. Qureshi and Mr. Pardo only, if the named executive officer’s employment is terminated by us without cause or by him for good reason, the shares of restricted stock remain outstanding and eligible to vest for six months following such termination of employment.
30
Option Exercises and Stock Vested
The following table sets forth certain information for each of our named executive officers regarding stock awards vested during the fiscal year ended December 31, 2023. None of our named executive officers exercised options during 2023.
|
| Stock awards |
| |||||
Name |
| Number of shares |
|
| Value realized on |
| ||
Kenneth Burdick |
|
| — |
|
|
| — |
|
David Bourdon |
|
| — |
|
|
| — |
|
Danish Qureshi |
|
| 1,467,273 |
|
|
| 13,070,584 |
|
Pablo Pantaleoni |
|
| 303,563 |
|
|
| 2,338,403 |
|
Ryan Pardo |
|
| 735,829 |
|
|
| 6,525,775 |
|
Pension Benefits and Nonqualified Deferred Compensation
None of our named executive officers participated in or received benefits from a pension plan or from a nonqualified deferred compensation plan during fiscal year 2023 or prior years.
Potential Payments Upon Termination or Change in Control
Mr. Burdick. Under his employment agreement, if Mr. Burdick’s employment is terminated by the Company without cause or if Mr. Burdick resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of eighteen (18) months following termination, (ii) an amount equal to his annual bonus for the year of termination, based on actual performance and pro-rated to reflect the portion of the calendar year during which he was employed (“Pro-Rata Bonus”), (iii) payment of his full COBRA premiums for eighteen (18) months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iv) if Mr. Burdick elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for eighteen (18) months following his termination, subject to his eligibility for such continued participation. If his employment is terminated due to his death or disability, he will receive a Pro-Rata Bonus and, upon a termination due to his disability, six months of base salary continuation (reduced by any wage continuation payments received under any of our health and disability insurance plans). Mr. Burdick is also eligible to receive severance payments and benefits under the Change in Control Policy, as described below, upon a termination of his employment in certain circumstances within the specified change in control period (without duplication with respect to any severance benefits he is entitled to under his employment agreement), which payments and benefits shall be no less favorable than those in effect under the policy on the effective date of his employment agreement.
Mr. Bourdon. Under his employment agreement, if Mr. Bourdon’s employment is terminated by the Company without cause or if Mr. Bourdon resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of twelve (12) months following termination, (ii) payment of his full COBRA premiums for twelve (12) months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iii) if Mr. Bourdon elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for twelve (12) months following his termination, subject to his eligibility for such continued participation. Mr. Bourdon is also eligible to receive severance payments and benefits under the Change in Control Policy, as described below, upon a termination of his employment in certain circumstances within the specified change in control period (without duplication with respect to any severance benefits he is entitled to under his employment agreement), which payments and benefits shall be no less favorable than those in effect under the policy on the effective date of his employment agreement.
Mr. Qureshi. Under his amended and restated employment agreement, if Mr. Qureshi’s employment is terminated by the Company without cause or if Mr. Qureshi resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of six months following termination, (ii) payment of his full COBRA premiums for six months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iii) if Mr. Qureshi elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for six months following his
31
termination, subject to his eligibility for such continued participation. If his employment is terminated due to his disability, he will receive six months of base salary continuation (reduced by any wage continuation payments received under any of our health and disability insurance plans). Mr. Qureshi is also eligible to receive benefits under the Change in Control Policy, as described below, but without duplication of any severance benefits payable under his employment agreement.
Change in Control Policy. On August 9, 2022, our Board of Directors approved the Change in Control Policy pursuant to which certain of our employees are eligible to participate, including each of our named executive officers. The terms “cause,” “good reason,” and “change in control” referred to below are defined in the Change in Control Policy.
Under the Change in Control Policy, if a participant’s employment is terminated by the Company without cause or by the participant for good reason, in either case other than during the period beginning six months before a change in control and ending twelve (12) months after the change in control, he or she will be eligible to receive: (i) continued payment of the participant’s base salary for a period of twelve (12) months following termination, (ii) monthly payments equal to the participant’s premium costs for continued coverage under our health, dental and other insurance plans for a period of twelve (12) months following termination, and (iii) for our Chief Executive Officer only, a pro-rata portion of the Chief Executive Officer’s annual cash bonus for the year of termination based on actual performance.
Under the Change in Control Policy, if a participant’s employment is terminated by the Company without cause or by the participant for good reason, in either case during the period beginning six months before a change in control and ending twelve (12) months after the change in control, the participant will be eligible to receive: (i) a lump sum payment equal to twelve (12) months of the participant’s base salary (or twenty-four (24) months for our Chief Executive Officer), (ii) a lump sum payment equal to the participant’s target annual bonus for the year of termination, (iii) twelve (12) monthly payments (or twenty-four (24) for our Chief Executive Officer) equal to the participant’s premium costs for continued coverage under our health, dental and other insurance plans, and (iv) except to the extent that an award agreement or employment agreement entered into before the effective date of the Change in Control Policy provides for more favorable vesting terms or the terms of an award agreement entered after the effective date of the Change in Control Policy provides otherwise, (x) full acceleration of the vesting of all of the participant’s unvested and outstanding time-based equity awards and performance-based equity awards originally granted on or after June 9, 2021 (it being understood that such performance-based awards shall be deemed earned at the change in control assuming target performance and shall thereafter be converted into time-based equity awards) and (y) vesting of the Class B Unitsparticipant’s unvested and outstanding performance-based equity awards originally granted prior to June 9, 2021 based on actual performance through the change in control.
Severance Subject to Release of Claims and Compliance with Restrictive Covenants. Our obligation to provide severance payments and other benefits to any named executive officer under an employment agreement (other than in connection with a termination due to death) or under the Change in Control Policy is generallyconditioned on the executive signing a release of claims in our favor and continued compliance with any restrictive covenant obligations owed to us.
Section 280G of the Code. The Change in Control Policy provides for a Section 280G “better of provision” such that payments or benefits that each participant receives in connection with a change in control will be reduced to the extent necessary to avoid the imposition of any excise tax under Sections 280G and 4999 of the Code if such reduction would result in a greater after tax payment amount for such participant than if he or she had been paid the full amount of such payments or benefits, with such amount subject to the excise tax.
32
Estimated Severance Payments
The following table sets forth the dollar value of the estimated payments and benefits that would have become payable to each of our named executive officers in each of the termination scenarios described below, assuming the applicable triggering event occurred on December 31, 2023.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
| |||||||||||||||||||
|
| Kenneth Burdick |
|
| David Bourdon |
|
| Danish Qureshi |
|
| Pablo Pantaleoni |
|
| Ryan Pardo |
| |||||
Involuntary Termination Not in Connection with a Change in Control (1) |
| |||||||||||||||||||
Salary Continuation |
| $ | 900,000 |
|
| $ | 500,000 |
|
| $ | 350,000 |
|
| $ | 425,000 |
|
| $ | 333,000 |
|
Pro-Rata Bonus |
| $ | 770,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Continued Health Care Benefits |
| $ | 58,105 |
|
| $ | 29,053 |
|
| $ | 29,053 |
|
| $ | 28,416 |
|
| $ | — |
|
Total |
| $ | 1,728,105 |
|
| $ | 529,053 |
|
| $ | 379,053 |
|
| $ | 453,416 |
|
| $ | 333,000 |
|
Involuntary Termination in Connection with a Change in Control (2) |
| |||||||||||||||||||
Salary Severance |
| $ | 1,200,000 |
|
| $ | 500,000 |
|
| $ | 350,000 |
|
| $ | 425,000 |
|
| $ | 333,000 |
|
Target Annual Bonus |
| $ | 900,000 |
|
| $ | 375,000 |
|
| $ | 262,500 |
|
| $ | 212,500 |
|
| $ | 166,500 |
|
Accelerated LTIP (3) |
| $ | 28,959,552 |
|
| $ | 4,901,440 |
|
| $ | 11,197,252 |
|
| $ | 4,183,185 |
|
| $ | 5,273,912 |
|
Continued Health Care Benefits |
| $ | 116,211 |
|
| $ | 29,053 |
|
| $ | 29,053 |
|
| $ | 28,416 |
|
| $ | — |
|
Total |
| $ | 31,175,763 |
|
| $ | 5,805,493 |
|
| $ | 11,838,805 |
|
| $ | 4,849,101 |
|
| $ | 5,773,412 |
|
Death (4) |
| |||||||||||||||||||
Pro-Rata Bonus |
| $ | 770,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Total |
| $ | 770,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Disability (5) |
| |||||||||||||||||||
Salary Continuation |
| $ | 300,000 |
|
| $ | — |
|
| $ | 175,000 |
|
| $ | — |
|
| $ | — |
|
Pro-Rata Bonus |
| $ | 770,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Total |
| $ | 1,070,000 |
|
| $ | — |
|
| $ | 175,000 |
|
| $ | — |
|
| $ | — |
|
33
Director Compensation
The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors for their services to us during fiscal year 2023. Mr. Burdick’s compensation for 2023 is included with that of our other named executive officers above.
Name |
| Fees Earned or |
|
| Stock Awards ($)(2) |
|
| Total ($) |
| |||
Robert Bessler |
|
| 25,000 |
|
|
| 199,993 |
|
|
| 224,993 |
|
Darren Black(3) |
|
| — |
|
|
| — |
|
|
| — |
|
Jeffrey Crisan(3) |
|
| — |
|
|
| — |
|
|
| — |
|
William Miller |
|
| 25,000 |
|
|
| 199,993 |
|
|
| 224,993 |
|
Jeffrey Rhodes(3) |
|
| — |
|
|
| — |
|
|
| — |
|
Eric Shuey |
|
| 35,000 |
|
|
| 199,993 |
|
|
| 234,993 |
|
Katherine Wood(3) |
|
| — |
|
|
| — |
|
|
| — |
|
Seema Verma |
|
| 25,000 |
|
|
| 199,993 |
|
|
| 224,993 |
|
Non-employee Director |
| Number of Unvested Shares of |
|
| Number of Unvested RSUs |
| ||
Robert Bessler |
|
| 23,363 |
|
|
| 21,905 |
|
Darren Black |
|
| — |
|
|
| — |
|
Jeffrey Crisan |
|
| — |
|
|
| — |
|
William Miller |
|
| 28,060 |
|
|
| 34,004 |
|
Jeffrey Rhodes |
|
| — |
|
|
| — |
|
Eric Shuey |
|
| 23,363 |
|
|
| 21,905 |
|
Katherine Wood |
|
| — |
|
|
| — |
|
Seema Verma |
|
| — |
|
|
| 37,817 |
|
Independent Director Compensation Policy
In May 2023, our Board of Directors adopted a non-employee director compensation policy pursuant to which our independent non-employee directors are compensated as follows, beginning for the third quarter of 2023:
Mr. Shuey also receives an additional $20,000 annual cash retainer for his service as chairman of our Audit Committee.
The annual RSU awards granted to our non-employee directors vest in full on the first anniversary of the grant date, or the date of our next annual meeting of shareholders, if sooner, in each case, subject to the director’s continued service throughon our Board of Directors. The RSUs fully vest on a change in control of the applicable vesting date.Company.
As described above for our named executive officers under “Equity Compensation,” in connectionPursuant to the terms of the 2021 Plan, the aggregate value of all compensation granted or paid to any director with our initial public offering, all vested and unvested Class B Units were exchanged for shares of our common stockrespect to any calendar year, including awards granted under the 2021 Plan. Mr. Bessler, Mr. Miller,Plan and Mr. Shuey received sharescash fees or other compensation paid by us to such director outside of unrestricted common stock in exchangethe 2021 Plan for any vested Class B Units that were exchanged and received shares of restricted common stock in exchange for any unvested Class B Units that were exchanged, which shares of restricted common stock areservices as a director during such calendar year, is subject to a limit of $750,000 in the same vesting conditions (as amended) asaggregate ($1,000,000 in the unvested Class B Units that were so exchanged. This exchange and modification resulted in large incremental non-cash compensation charge during 2021, as quantified and described in Note 1aggregate with respect to the Director Compensation Table above. This incremental compensation charge does not reflect additional value actually received by anya director’s first year of our non-employee directors and resulted only from the exchange and modification described above.
In connection with our initial public offering and in respect of Mr. Miller’s service on our Board of Directors,Directors).
In accordance with our non-employee director compensation policy, on June 9, 2021 Mr. Miller was granted 36,296 RSUs under our 2021 Plan, 40% of which are subject to time-based vesting and will vest as to one-third (1/3) of the RSUs onJuly 1, 2023, each of March 8, 2022, March 8, 2023Messrs. Bessler, Miller, and March 8, 2024,Shuey and 60% of which are subject to performance-based vesting and will vest depending on TPG’s achievement of specified return on investment thresholds, which may be satisfied based on our average trading stock price on specified measurement dates, in each case, generally subject to Mr. Miller’s continued service through the applicable vesting date.
In connection with her appointment to our Board of Directors, on August 22, 2021, Ms. Verma was granted 79,54321,905 RSUs, underwhich vest in full on the earlier of June 1, 2024 or the date of our 2021 Plan, 40%next annual meeting of which areshareholders, subject to time-based vesting and willthe director’s continued service on our Board of Directors. The RSUs also fully vest as to 50%on a change in control of the time-basedCompany.
34
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, see “Executive Compensation” above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Value of Initial Fixed $100 Investment Based on: |
|
|
|
|
|
|
| |||||||||||||||||
Year |
| Summary Compensation Table Total for Current PEO(1) |
|
| Summary Compensation Table Total for Former PEO(1) |
|
| Compensation Actually Paid to Current PEO(2) |
|
| Compensation Actually Paid to Former PEO(2) |
|
| Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) |
|
| Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) |
|
| Total Shareholder Return(5) |
|
| Peer Group Total Shareholder Return (S&P Health Care Index)(6) |
|
| Peer Group Total Shareholder Return (Russell 2500 Health Care Index)(6) |
|
| Net Loss(7) |
|
| Company Selected Measure: Adjusted EBITDA(8) |
| |||||||||||
2023 |
|
| 14,829,496 |
|
| N/A |
|
|
| 39,438,062 |
|
| N/A |
|
|
| 2,542,147 |
|
|
| 3,598,675 |
|
|
| 36 |
|
|
| 114 |
|
|
| 68 |
|
|
| (186,262 | ) |
|
| 59,042 |
| ||
2022 |
|
| 40,953,095 |
|
|
| 9,808,706 |
|
|
| 27,350,996 |
|
|
| (25,950,275 | ) |
|
| 9,475,625 |
|
|
| (141,744 | ) |
|
| 23 |
|
|
| 111 |
|
|
| 65 |
|
|
| (215,564 | ) |
|
| 52,670 |
|
2021 |
| N/A |
|
|
| 147,001,804 |
|
| N/A |
|
|
| 118,763,423 |
|
|
| 38,859,218 |
|
|
| 23,022,181 |
|
|
| 43 |
|
|
| 114 |
|
|
| 91 |
|
|
| (307,197 | ) |
|
| 49,154 |
|
In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Burdick’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:
|
| Year | ||||||||
Calculation of "Compensation Actually Paid" to Kenneth Burdick |
| 2023 |
|
| 2022 |
|
| 2021 | ||
Reported Summary Compensation Table ("SCT") Total for Mr. Burdick |
|
| 14,829,496 |
|
|
| 40,953,095 |
|
| N/A |
Amounts reported in the "Stock Awards" and "Option Awards" columns of the SCT |
|
| (13,423,219 | ) |
|
| (40,753,003 | ) |
| N/A |
Fair value (as of year end) of equity awards granted during the year that remain |
|
| 21,805,767 |
|
|
| 27,150,904 |
|
| N/A |
Change in fair value (as of vesting date from prior year end) of previously |
|
| 148,959 |
|
|
| — |
|
| N/A |
Fair value (as of the vesting date) of equity awards that were granted and vested |
|
| — |
|
|
| — |
|
| N/A |
Change in fair value (as of year end from prior year end) of previously granted |
|
| 16,077,059 |
|
|
| — |
|
| N/A |
Fair value (as of the end of the prior year) of previously granted equity awards |
|
| — |
|
|
| — |
|
| N/A |
Value of dividends or other earnings paid on equity awards during the year not |
|
| — |
|
|
| — |
|
| N/A |
Compensation Actually Paid to Mr. Burdick |
|
| 39,438,062 |
|
|
| 27,350,996 |
|
| N/A |
35
In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lester’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:
|
| Year |
| |||||||
Calculation of "Compensation Actually Paid" to Michael K. Lester |
| 2023 |
| 2022 |
|
| 2021 |
| ||
Reported Summary Compensation Table ("SCT") Total for Mr. Lester |
| N/A |
|
| 9,808,706 |
|
|
| 147,001,804 |
|
Amounts reported in the "Stock Awards" column of the SCT |
| N/A |
|
| (9,242,960 | ) |
|
| (146,263,703 | ) |
Fair value (as of year end) of equity awards granted during the year that remain |
| N/A |
|
| 5,101,943 |
|
|
| 15,736,212 |
|
Change in fair value (as of vesting date from prior year end) of previously |
| N/A |
|
| (8,298,049 | ) |
|
| 32,893,266 |
|
Fair value (as of the vesting date) of equity awards that were granted and vested |
| N/A |
|
| — |
|
|
| — |
|
Change in fair value (as of year end from prior year end) of previously granted |
| N/A |
|
| (23,319,915 | ) |
|
| 69,395,844 |
|
Fair value (as of the end of the prior year) of previously granted equity awards |
| N/A |
|
| — |
|
|
| — |
|
Value of dividends or other earnings paid on equity awards during the year not |
| N/A |
|
| — |
|
|
| — |
|
Compensation Actually Paid to Mr. Lester |
| N/A |
|
| (25,950,275 | ) |
|
| 118,763,423 |
|
The valuation assumptions used to calculate the fair values of options, RSUs, on August 22, 2022 and as to twelve and one-half percent (12.5%) on each three-month anniversary thereafter, and 60% of which are subject to performance-based vesting and will vest depending on TPG’s achievement of specified return on investment thresholds, which may be satisfied based on our average tradingrestricted stock awards include the stock price on specified measurement dates,as of the applicable measuring date and, in eachthe case generally subject to Ms. Verma’s continued service throughof performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the compensation committee as of the applicable vesting date.
Other thandate). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date.
|
| Year |
| |||||||||
Calculation of "Compensation Actually Paid" to Non-PEO NEOs |
| 2023 |
|
| 2022 |
|
| 2021 |
| |||
Average Summary Compensation Table ("SCT") Total for non-PEO NEOs |
|
| 2,542,147 |
|
|
| 9,475,625 |
|
|
| 38,859,218 |
|
Average amounts reported in the "Stock Awards" and "Option Awards" columns of |
|
| (1,866,597 | ) |
|
| (9,277,525 | ) |
|
| (36,661,697 | ) |
Average fair value (as of year end) of equity awards granted during the year that |
|
| 1,050,879 |
|
|
| 3,201,808 |
|
|
| 3,872,889 |
|
Average change in fair value (as of vesting date from prior year end) of previously |
|
| 729,129 |
|
|
| (903,301 | ) |
|
| 3,654,809 |
|
Average fair value (as of the vesting date) of equity awards that were granted and |
|
| — |
|
|
| 1,000,001 |
|
|
| 1,730,994 |
|
Average change in fair value (as of year end from prior year end) of previously |
|
| 1,310,562 |
|
|
| (3,638,352 | ) |
|
| 11,565,968 |
|
Average fair value (as of the end of the prior year) of previously granted equity |
|
| (167,445 | ) |
|
| — |
|
|
| — |
|
Average value of dividends or other earnings paid on equity awards during the year not |
|
| — |
|
|
| — |
|
|
| — |
|
Average Compensation Actually Paid to non-PEO NEOs |
|
| 3,598,675 |
|
|
| (141,744 | ) |
|
| 23,022,181 |
|
The valuation assumptions used to calculate the fair values of options, RSUs, and restricted stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date.
36
Analysis of the Information Presented in the Pay Versus Performance Table
Relationship between Compensation Actually Paid and Company TSR
The graph below sets forth the relationship between “compensation actually paid” to anyour current PEO, “compensation actually paid” to our former PEO, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2023.
37
Relationship between Compensation Actually Paid and Net Income (Loss)
The graph below sets forth the relationship between “compensation actually paid” to our current PEO, “compensation actually paid” to our former PEO, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s Net Income (Loss).
Relationship between Compensation Actually Paid and Adjusted EBITDA
The graph below sets forth the relationship between “compensation actually paid” to our current PEO, “compensation actually paid” to our former PEO, and the average “compensation actually paid” to our Non-PEO NEOs, and our Company-Selected Measure, Adjusted EBITDA.
Comparison of Company TSR and Peer Group TSR
The graph below compares the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2023 to the cumulative TSR of our non-employee directorspeer groups over the same period. Historically, including for 2022 and 2021, we have presented the return of the S&P Health Care Index for purposes of Item 201(e) of Regulation S-K. However, upon a review of our market capitalization and those in the S&P Health Care Index, we determined that the Russell 2500 Health Care Index
38
is a more appropriate benchmark to use because it is more representative of companies with market capitalizations comparable to ours. As such, we plan to replace the S&P Health Care Index with the Russell 2500 Health Care Index for this purpose for 2023 and going forward, but we are presenting the return of both the Russell 2500 Health Care Index and the S&P Health Care Index in the graph below to aid in comparison for this transition year.
Performance Measures
As described in greater detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company for the most recently completed fiscal year 2021.to link executive compensation actually paid to the Company’s named executive officers to the Company’s performance are as follows:
No other financial performance measures were used by the Company in its executive compensation program for the most recently completed fiscal year.
39
EXECUTIVE OFFICERS
Below is a list of the names, ages, positions and a brief account of the business experience of the individuals who serve as our executive officers as of April 6, 2022.
12, 2024.
Name | Age | Position | ||||||
| 65 | Chairman of the Board of Directors | ||||||
| 55 | Chief Financial Officer and Treasurer | ||||||
| 39 | Chief | ||||||
| 36 | Chief | ||||||
|
| |||||||
|
| |||||||
|
| |||||||
| Chief Legal Officer and Secretary | |||||||
| 42 | Chief Medical Officer | ||||||
Danish J. Qureshi | 40 | Chief | ||||||
Ann Varanakis | 46 | Chief People Officer | ||||||
Paula Wood | 47 | Chief Business Transformation Officer |
The background of Michael K. LesterKenneth Burdick is described above under “Board of Directors.”
J. Michael Bruff David Bourdon has served as our Chief Financial Officer and Treasurer since March 2021. Mr. Bruff has 30 years of professional experience in a variety of industries including medical technology, computer hardware and software, enterprise software, telecommunications, and public accounting. Before joining LifeStance, Mr. Bruff served as Chief Financial Officer of Varian Medical Systems, an innovative cancer care solutions company serving clinical partners globally. Prior to that, Mr. Bruff worked for Dell Technologies for 19 years serving in several domestic and international roles across finance and commercial business functions, most recently as business unit Chief Financial Officer of Dell’s Asia-Pacific and Japan Commercial Business and Senior Vice President of North American Sales Strategy and Planning. He also held leadership roles in commercial finance, financial planning and analysis, internal audit, and product development finance. In addition, Mr. Bruff was Vice President, Global Services Accounting and Finance at CA, Inc. and held a variety of finance and reporting roles at MCI Telecommunications from 1995 to 1997 after starting his career at Deloitte & Touche. Mr. Bruff holds a BS in accounting and a BA in economics from the University of Maryland.
Gwen H. Booth is a co-founder of LifeStance and has served as our Chief Operating Officer since 2017. Prior to joining LifeStance, Ms. Booth served as the Chief Operating Officer at Accelecare Wound Centers, Inc. Prior to joining Accelecare, Ms. Booth was Vice President, Clinical Pharmacology at Covance, one of the world’s largest and most comprehensive drug development services companies, Vice President, Early Phase Clinical Development of Radiant Research, a comprehensive clinical research company providing Phase I-IV study conduct and drug development services to the biopharmaceutical industry and a member of the MDS Pharma Services management team for eight years. Ms. Booth holds a BS in Nursing from Creighton University in Omaha, Nebraska.
Felicia Gorcyca has served as our Chief People Officer since January 2021. Prior to joining LifeStance, Ms. Gorcyca was Operations Director at TPG Capital, L.P. and a member of the Global Human Capital team and Operations Group, where she focused on building leadership teams and boards as well as HR strategy and programs for TPG Capital portfolio companies. Prior to joining TPG Capital, Ms. Gorcyca served as Chief People Officer for Stack Sports (formally known as Blue Star Sports) and Global Head of People Operations for Solera Holdings, Inc. Prior to joining Solera Holdings, Inc., Ms. Gorcyca was a Consultant with Spencer Stuart working primarily with clients in the Healthcare Services and Executive Assessment practices. Ms. Gorcyca holds a degree in International Business from Pepperdine University and MPH from University of California, Los Angeles.
Warren Gouk has served as our Chief Administrative Officer since March 2021, and served as our Chief Financial Officer from 2018 to March 2021.November 2022. Prior to joining LifeStance, Mr. Gouk wasBourdon served as the Chief OperatingFinancial Officer of Magellan Health, Inc., from September 2020 until November 2022. Mr. Bourdon previously served in multiple roles at LimeadeCigna Corporation since 1999, including as Senior Vice President, Chief Financial Officer - Integrated Medical, International Markets and Group Life & Disability of Cigna from 2015 untilDecember 2018 where he focused on buildingthrough September 2020, Chief Financial Officer, Cigna U.S. Commercial Employer Healthcare and leading teams to help scale operations, enhance customer deliveryGroup Life & Disability from June 2017 through December 2018 and implementation, drive the customer success organization and manage all aspects of financial reporting and planning. Prior to that,as Chief Financial Officer, Cigna International Markets from August 2013 through May 2017. Mr. Gouk was the General Manager and SVP of LexisNexis Healthcare where he was responsible for managing a strategy to build a large, high-growth health care business through acquisitions and organic growth. Mr. GoukBourdon holds a Bachelor of Commerce in finance & economicsScience from the United States Coast Guard Academy and an MBA from the University of British Columbia and maintains professional designations as a Charter Financial Analyst and Chartered Professional Accountant.Maryland, Robert H. Smith School of Business.
Kevin M. Mullins has served as our Chief Development Officer since 2017. Prior to joining LifeStance, Mr. Mullins was a Vice President at Summit Partners from 2015 until 2017, and previously held positions as an associate and senior associate at Summit Partners from 2008 until 2013. While at Summit Partners, Mr. Mullins was responsible for investments in the health care services and life sciences sector. Previously, Mr. Mullins worked in the Healthcare Investment Banking Group at Leerink Partners. He holds a BABachelor of Arts in physics and economics from Bowdoin College and a MBAMaster of Business Administration from the Stanford Graduate School of Business.
Pablo Pantaleoni has served as our Chief Digital Officer since 2020. Prior to joining LifeStance, served as Vice President, Global Strategy and New Ventures of Headspace, Inc. from 2019 until 2020, leading a team focused on Headspace’s global corporate strategy, technology and regulatory strategy, design research, and new ventures. Prior to Headspace, Mr. Pantaleoni served as a Senior Director of Health and Venture Design at IDEO, from 2017 until 2019, a leading design and innovation consultancy. Prior to IDEO, he co-founded Medtep in 2011, a digital health startup that facilitates lasting behavioral changes by personalizing validated prevention and treatment plans. Mr. Pantaleoni co-leads the Digital Health NEXT Program at Stanford Biodesign since 2018, where he guides students to start their own businesses in digital health. Mr. Pantaleoni holds a MAmaster’s in Business Technology from the Ramon Llull University, and a BABachelor’s degree in Economics and Business Administration from Pompeu Fabra University.
Ryan Pardo has served as our Chief Legal Officer and Secretary since 2017. Prior to joining LifeStance, Mr. Pardo served as General Counsel at Liberty Dialysis until its acquisition by Fresenius Medical Care in 2012 when he subsequently served in a mergers and acquisitions and business development capacity for Fresenius. In addition, Mr. Pardo cofounded and served as a director and in an executive capacity overseeing value-based program design, lobbying and analytics in addition to core legal issues at Liberty Health Partners, which merged with Signify Health. Mr. Pardo also served as general counsel for AIM Consulting, a technology consulting company. Previously, he served as Corporate Counsel at Eddie Bauer Holdings, leading the securities law reporting function prior to their going private transaction. Prior to entering the corporate world, Mr. Pardo practiced corporate finance and acquisitions at the law firm Dorsey & Whitney LLP. Mr. Pardo holds an undergraduate degree in Economics from Stanford University and a JD from Harvard Law School.
Anisha Patel-Dunn, D.O.,Dr. Ujjwal Ramtekkar has served as our Chief Medical Officer since 2019.2024. Prior to joining LifeStance, Dr. Patel-Dunn co-founded Pacific Coast Psychiatric Associates,Ramtekkar was Vice President at Quartet Health from January 2023 to April 2024, Senior Medical Director at Teladoc Health from September 2021 to March 2023 and Medical Director of Virtual Care, Department of Psychiatry and Behavioral Health at Nationwide Children's Hospital from July 2018 until September 2021. Dr. Ramtekkar currently serves on the boards of Mental Health America, Project REACH at Brown University and the Center for which she had served as Chief Executive Officer and President since 2006.Excellence for Child Well-being. Dr. Patel-DunnRamtekkar holds a BS in BiologyMaster of Business Arts from EmoryMaryville University and received herhis medical degree from TheGovernment Medical College of Osteopathic Medicine of the Pacific at Western University of Health Sciences. SheNagpur. Dr. Ramtekkar completed her adulthis psychiatry residency training at California PacificWashington University School of Medicine in Saint Louis, where he was also trained in psychiatric epidemiology, and a completed a fellowship in child and adolescent psychiatry at Harvard Medical Center andSchool Dr. Ramtekkar is a double Board Certified Adult Psychiatrist.in pediatric and adult psychiatrist.
40
Danish J. Qureshi is a co-founder of LifeStance and has served as our President and Chief Operating Officer since 2022, and served as our Chief Growth Officer since 2017.from 2017 until 2022. Mr. Qureshi also serves on the board of directors of Intuitive Health, a private company. Prior to joining LifeStance, Mr. Qureshi served as the Senior Vice President of Strategic Initiatives at Accelecare Wound Centers, Inc., and Chief Operating Officer of Accelecare’s post-acute division, Accelecare Wound Professionals, LLC from 2010 until 2015. Prior to Accelecare, DanishMr. Qureshi worked at Nautic Partners, a mid-market private equity firm, with a focus on health care services. He began his career as a management consultant with Bain & Co. Mr. Qureshi received his BABachelor of Arts degree from Northwestern University.
Ann Varanakis has served as our Chief People Officer since February 2023. Previously, Ms. Varanakis served as our Senior Vice President, Talent and ESG since 2022. Prior to joining LifeStance, Ms. Varanakis served in various leadership roles at Discover Financial Services from 2012 until 2022, including as Vice President, Enterprise Workforce Management & Operations Analytics from 2014 until 2022. Prior to Discover Financial Services, Ms. Varanakis, served in various roles at Pfizer, Inc. from 2002 until 2011. Ms. Varanakis received a Bachelor of Science degree from the University of Utah and a Master of Science degree from Northwestern University.
Paula Wood has served as our Chief Business Transformation Officer since September 2023. Previously, Ms. Wood held various Executive Vice President Operations roles for LifeStance since joining LifeStance in October 2021. Prior to joining LifeStance, Ms. Wood was the Chief Operating Officer of Varian Medical’s Global Interventional Solutions Business under Siemens Healthineers from June 2020 to October 2021. Previously, Ms. Wood also held multiple senior roles at Dell Technologies, including VP of Dell’s Global Business Operations and VP of Customer Programs, from October 2015 to June 2020. Ms. Wood received a Bachelor of Arts degree from Middle Tennessee State University and holds Six Sigma Process Engineering, Hogan Organizational Psychology and Siemens High Performance Systems certifications.
41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following tables set forth information with respect to the beneficial ownership of our common stock for (a) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock, (b) each member of our Board of Directors, (c) each of our named executive officers, and (d) all of our directors and executive officers as a group. For our directors and officers, the information is as of April 6, 2022.12, 2024. For other stockholders who beneficially own more than 5% of our outstanding shares of common stock, the shares owned are as of the dates provided in the most recent filings made by such stockholder with the SEC.
Beneficial ownership is determined in accordance with SEC rules. The information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. To our knowledge, except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by that person.
The percentage of shares beneficially owned is computed on the basis of 374,323,422382,239,008 shares of our common stock outstanding as of April 6, 2022.12, 2024. Unless otherwise indicated below, the address for each beneficial owner listed is c/o LifeStance Health Group, Inc., 4800 N. Scottsdale Road, Suite 6000,2500, Scottsdale, Arizona 85251.
|
| Shares of common stock beneficially owned |
| |||||
Name of beneficial owner |
| Number |
|
| Percentage |
| ||
5% Stockholders |
|
|
|
|
|
| ||
Parties to the Stockholders Agreement (1) |
|
| 240,560,530 |
|
|
| 62.9 | % |
TPG VIII Lynnwood Holdings Aggregation, L.P. (2) |
|
| 175,284,635 |
|
|
| 45.9 | % |
Summit Partners and affiliates (3) |
|
| 45,734,703 |
|
|
| 12.0 | % |
FMR, LLC (4) |
|
| 38,464,867 |
|
|
| 10.1 | % |
Silversmith Capital Partners and affiliates (5) |
|
| 19,541,192 |
|
|
| 5.1 | % |
Directors and Named Executive Officers |
|
|
|
|
|
| ||
Kenneth Burdick (6) |
|
| 1,129,115 |
|
| * |
| |
Danish Qureshi (7) |
|
| 10,531,924 |
|
|
| 2.8 | % |
David Bourdon (8) |
|
| 313,809 |
|
| * |
| |
Pablo Pantaleoni (9) |
|
| 974,355 |
|
| * |
| |
Ryan Pardo (10) |
|
| 3,042,757 |
|
| * |
| |
Robert Bessler (11) |
|
| 3,062,599 |
|
| * |
| |
Darren Black (12) |
|
| — |
|
| * |
| |
Jeffrey Crisan (13) |
|
| — |
|
| * |
| |
Teresa DeLuca |
|
| — |
|
| * |
| |
William Miller (14) |
|
| 416,257 |
|
| * |
| |
Jeffrey Rhodes (15) |
|
| — |
|
| * |
| |
Eric Shuey (16) |
|
| 1,132,829 |
|
| * |
| |
Katherine Wood (15) |
|
| — |
|
| * |
| |
Seema Verma (17) |
|
| 85,536 |
|
| * |
| |
All executive officers and directors as a group (18 persons) (18) |
|
| 25,222,329 |
|
|
| 6.6 | % |
* Less than one percent
Shares of common stock beneficially owned | ||||||||
Name of beneficial owner | Number | Percentage | ||||||
5% Stockholders | ||||||||
Parties to the Stockholders Agreement (1) | 240,560,530 | 64.3 | % | |||||
TPG VIII Lynnwood Holdings Aggregation, L.P. (2) | 175,284,635 | 46.8 | % | |||||
Summit Partners and affiliates (3) | 45,734,703 | 12.2 | % | |||||
FMR, LLC (4) | 33,442,075 | 8.9 | % | |||||
Silversmith Capital Partners and affiliates (5) | 19,541,192 | 5.2 | % | |||||
Directors and Named Executive Officers | ||||||||
Michael K. Lester (6) | 21,535,503 | 5.8 | % | |||||
Gwen H. Booth (7) | 6,544,990 | 1.7 | % | |||||
J. Michael Bruff (8) | 1,474,941 | * | ||||||
Robert Bessler | 3,040,694 | * | ||||||
Darren Black (9) | — | — | ||||||
Jeffrey Crisan (10) | — | — | ||||||
William Miller | 377,415 | * | ||||||
Jeffrey Rhodes (11) | — | — | ||||||
Eric Shuey | 1,110,924 | * | ||||||
Katherine Wood (11) | — | — | ||||||
Seema Verma | 15,907 | * | ||||||
All executive officers and directors as a group (18 persons) (12) | 62,101,191 |
|
|
Based on a Schedule 13G filed by TPG GP A, LLC on February 11, 2022. Each of TPG GP A, LLC David Bonderman, James Coulter and Jon Winkelried have shared voting and dispositive power with respect to 175,284,635 shares held directly by TPG VIII Lynnwood Holdings Aggregation, L.P. The principal business address of each of the reporting persons is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. |
|
|
|
|
|
|
|
|
|
|
43
Equity Compensation Plan Information
The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2021:2023:
Name | Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) | Number of Securities Remaining Available for Future Issuance Under Equity Plans (excluding securities listed in first column)(3) | |||||||||
Equity compensation plans approved by security holders | 6,031,330 | — | 41,005,783 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 6,031,330 | — | 41,005,783 |
|
Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) Number of Securities Remaining Available for Future Issuance Under Equity Plans (excluding securities listed in first column)(3) Equity compensation plans approved by security holders 36,853,709 7.42 54,872,520 Equity compensation plans not approved by security holders — — — Total 36,853,709 7.42 54,872,520 (1) Total reflects shares issuable upon the vesting of restricted stock units and exercise of outstanding options granted pursuant to the LifeStance Health Group, Inc. 2021 Equity Incentive Plan as of December 31, 2023. (2) Outstanding restricted stock units have no exercise price and are therefore excluded |
|
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that our directors, executive officers, and greater than 10% stockholders file reports with the SEC relating to their initial beneficial ownership of our securities and any subsequent changes. These reports are commonly referred to as Form 3, Form 4 and Form 5 reports. They must also provide us with copies of the reports.
Based solely on a review of the copies of such forms in our possession, and on written representations from the reporting persons, we believe that allweighted average exercise price calculation.
44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In addition to the equity and other compensation arrangements discussed in the section titled “Executive and Director Compensation,” the following is a description of each transaction since January 1, 20202023 and each currently proposed transaction in which:
•
•
•
TPG Acquisition and Related Agreements
In connection with the acquisition by TPG of a majority of the equity interests of LifeStance Health Holdings, Inc. on May 14, 2020 (the “TPG Acquisition”), we entered into various agreements with our Sponsor Investors and members of our management. These include a partnership agreement and a management services agreement with our Sponsor Investors or their affiliates. These and related arrangements are described below.
TPG Acquisition
On April 14, 2020, LifeStance Health Holdings, Inc. entered into a merger agreement among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Lynnwood Mergersub, Inc. and Shareholder Representative Services LLC, as the sellers’ representative (the “Merger Agreement”). Pursuant to the Merger Agreement, (i) the historic equity holders of LifeStance Health, LLC contributed a portion of their shares of LifeStance Health Holdings, Inc. to LifeStance TopCo, L.P. in exchange for equity interests of LifeStance TopCo, L.P. and (ii) an indirect subsidiary of LifeStance Ultimate Holdings, Inc. merged with and into LifeStance Health Holdings, Inc., with shareholders of LifeStance Health Holdings, Inc. receiving cash merger consideration in connection with cancellation of the remainder of their shares. Following the TPG Acquisition and prior to our initial public offering, we conducted our business through LifeStance TopCo, L.P. and its consolidated subsidiaries and affiliated practices.
In connection with the closing of the TPG Acquisition, on May 14, 2020, the sellers, including Summit, Silversmith and members of our management team, received aggregate cash consideration of $648.6 million. In addition, pursuant to the Merger Agreement, LifeStance TopCo, L.P. issued 979,563,203.60 Class A-1 Units, 35,845,000 Class A-2 Units and 133,831,933 Class B Units to certain of our equity holders, including TPG, Summit, Silversmith and members of our management team.
Management Services Agreement
LifeStance TopCo, L.P., LifeStance Ultimate Holdings, Inc., Lynnwood Intermediate Holdings, Inc., LifeStance Health Holdings, Inc. and LifeStance Health, Inc. entered into a management services agreement on May 14, 2020 with certain of our executive officers and affiliates of our Sponsor Investors (collectively, the “Managers”), under which the Managers provide certain management and advisory services to us and our subsidiaries. These services included management, advisory, consulting, strategic planning and/or other specialized services that may be undertaken from time to time. As compensation for the general services under the agreement, we agreed to pay the Managers an ongoing annual fee. We also agreed to provide customary indemnification and expense reimbursement to the Managers. From May 14 through December 31, 2020, we paid $156,215 to the Managers in the aggregate pursuant to this agreement. In connection with the closing of our initial public offering, the agreement was terminated (subject to certain provisions, including indemnification and expense reimbursement, which survive termination), and we paid a one-time termination fee of approximately $1.2 million to the Managers in accordance with the terms of the agreement, allocated among the Managers as provided therein.
Partnership Agreement
Prior to our initial public offering, the partners of LifeStance TopCo, L.P. were the investment entities affiliated with the Sponsor Investors, certain members of management and our Board of Directors, and certain other equity holders. LifeStance TopCo, L.P. and such partners were party to a partnership agreement that set forth certain provisions relating to their respective rights and obligations with respect to their partnership interests. The partnership agreement was amended and restated in connection with our reorganization in connection with our initial public offering (the “Organizational Transactions”) and LifeStance TopCo, L.P. became a wholly-owned subsidiary of LifeStance Health Group, Inc.
Stockholders Agreement
On June 9, 2021, we entered into a stockholders agreement with certain of our stockholders, including investment entities affiliated with our Sponsor Investors (the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, we are required to take all necessary action to cause the Board of Directors and its committees to include director candidates designated by our Sponsor Investors in the slate of director nominees recommended by the Board of Directors for election by our stockholders. The Stockholders Agreement also provides that we will obtain customary director indemnity insurance and enter into indemnification agreements with our Sponsor Investors’ respective director designees.
Registration Rights Agreement
On June 9, 2021, we entered into a registration rights agreement with certain of our stockholders, including our executive officers and investment entities affiliated with our Sponsor Investors. The registration rights agreement provides our Sponsor Investors and certain other holders with registration rights whereby our Sponsor Investors or our Former President and Chief Executive Officer, on behalf of certain other holders, can require us to register under the Securities Act shares of common stock, and the stockholders party to the agreement have certain rights to sell their shares in registered offerings initiated by us, our Sponsor Investors or certain other holders. The registration rights agreement also provides that we will use our best efforts to file a registration statement on Form S-3 for the resale of registrable securities held by our Sponsor Investors, as soon as we are eligible to do so.
Stock Transfer Restriction Agreement
On June 9, 2021, we entered into a stock transfer restriction agreement with certain of our stockholders, including our executive officers and investment entities affiliated with our Sponsor Investors. Pursuant to the stock transfer restriction agreement, (i) Summit and Silversmith agree that, for 24 months following the closing of our initial public offering (or such earlier time that Summit or Silversmith, as applicable, no longer has the right to nominate a director to serve on the Board of Directors and no longer has a representative serving on the Board of Directors), Summit and Silversmith will not transfer shares of common stock exceeding the pro rata percentage of shares of common stock sold by TPG prior to such time, (ii) certain of our executive officers agree that, for 24 months following the closing of our initial public offering, each executive officer will not transfer shares of our common stock exceeding the greater of the pro rata percentage of shares of common stock sold by TPG prior to such time or 5.0% of such executive officer’s vested equity and (iii) certain of our employees and other stockholders agree that, for 12 months following the closing of our initial public offering, each such holder will not transfer shares of our common stock exceeding 50% of such holder’s vested equity.
Certain Relationships
From time to time, we collaborate with our Sponsor Investors and/or their affiliates to source and outsource certain goods and services to obtain the best terms available. We believe that all such arrangements have been entered into in the ordinary course of business and have been negotiated on commercially reasonable terms.
Director and Officer Indemnification Agreements
We provide indemnification protection to our directors and officers pursuant to provisions contained in our certificate of incorporation and bylaws, as well as through indemnification agreements with each individual which require us to indemnify such persons to the fullest extent permitted by applicable law. Certain members of our Board of Directors (specifically, Jeffrey Rhodes, Katherine Wood, Darren Black and Jeffrey Crisan) serve as employee designees of our Sponsor Investors.
Travel Expense ReimbursementLester Consulting Agreement
On September 8, 2022, the Company, Michael K. Lester, our Former President and Chief Executive Officer, has the use of an aircraft which is leased and managedAlert5 Consulting LLC (“Alert5”), a company owned by Alert5, a limited liability company of which Mr. Lester, is founder and member. Pursuant to an independententered into a consulting agreement with(the “2022 Consulting Agreement”) pursuant to which Alert 5 continued to provide consulting services to the Company through September 7, 2023. Alert5 and Mr. Lester, we have agreed to reimburse Alert5 for Mr. Lester’s usereceived $50,933.33 per month in respect of that aircraft in connection with the performance of his services under the consulting agreement at a fixed initial per-flight hourly rate, which is subjectservices it provided to adjustment atthe Company until the end of each calendar year based on the actual fixed and out-of-pocket costs attributable or incurred, as applicable, in connection with the operation of the aircraft.consulting period. Pursuant to the consulting agreement,2022 Consulting Agreement, we paid an aggregate of $100,00 and $545,795$419,042.40 to Alert5 in 2021 and 2020, respectively, with respect to such aircraft.2023.
Related Person Transactions Policy
We have adopted a written policy with respect to the review, approval and ratification of related party transactions directly or indirectly involving the Company or any of its subsidiaries as a participant, and any related person, in which the aggregate amount involved exceeds $120,000. Under the policy, our audit committee is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, our audit committee considers the relevant facts and circumstances to decide whether to approve such transactions. Related party transactions must be approved or ratified by the audit committee based on full information about the proposed transaction and the related party’s interest. Other than payment of travel expense reimbursement to Mr. Lester for the fiscal year ended December 31, 2021, all of the transactions described in this section occurred prior to the adoption of this policy.
We did not have a written policy regarding the review and approval of related party transactions immediately prior to our initial public offering in June 2021. Nevertheless, with respect to such transactions, it was our policy for our Board of Directors to consider the nature of and business reason for such transactions, how the terms of such transactions compared to those which might be obtained from unaffiliated third parties and whether such transactions were otherwise fair to and in the best interests of, or not contrary to, our best interests.45
AUDIT COMMITTEE REPORT
The audit committee has reviewed and discussed our 20212023 audited consolidated financial statements with management.
The audit committee has discussed with our independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and SEC.
The audit committee has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence.
Based on these reviews and discussions, the audit committee recommended to the Board that our audited consolidated financial statements be included in our 20212023 Annual Report on Form 10-K for filing with the SEC.
The audit committee has also appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2022.2024.
Respectfully submitted, THE AUDIT COMMITTEE Eric Shuey, Chair Darren Black Jeffrey Crisan
|
ADDITIONAL INFORMATION
Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials
Pursuant to SEC Rule 14a-8, some stockholder proposals may be eligible for inclusion in the Company’s proxy statement for the 20222025 annual meeting of stockholders. To be considered for inclusion in next year’s proxy statement, stockholder proposals must be received by our Secretary at our principal executive offices no later than the close of business on December 19, 2022.24, 2024.
Requirements for Stockholder Proposals to be Brought Before an Annual Meeting
Our bylaws provide that, for stockholder nominations to the Board of Directors or other proposals to be considered at an annual meeting, the stockholder must have given timely notice thereof in writing to the Corporate Secretary at LifeStance Health Group, Inc., 4800 N. Scottsdale Road, Suite 6000,2500, Scottsdale, Arizona 85251. To be timely, the stockholder’s notice must be delivered to or mailed and received by us not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the anniversary date of the prior year’s annual meeting, except that if the annual meeting is set for a date that is not within 30 days before or after such anniversary date, we must receive the notice not later than the close of business on the tenth day following the day on which we first provide notice or public disclosure of the date of the Annual Meeting. Assuming the date of our 20232025 annual meeting is not so advanced or delayed, stockholders who wish to make a proposal at the 20222025 annual meeting must notify us no earlier than February 1, 20233, 2025 and no later than March 3, 2023.5, 2025. Such notice must provide the information required by our bylaws with respect to each matter the stockholder proposes to bring before the 20232025 annual meeting. If you wish to obtain a free copy of our bylaws, please contact Investor Relations at LifeStance Health Group, Inc., 4800 N. Scottsdale Road, Suite 6000,2500, Scottsdale, Arizona 85251, or by email at investor.relations@lifestance.com.
Notice of a solicitation of proxies in support of director nominees other than the Company’s nominees Additionally, for our 2023 annual meeting will be timely if such notice is mailed or transmitted electronicallystockholder nominations to the Corporate Secretary no later than April 3, 2023, which is 60 calendar days priorBoard of Directors to the anniversary of the previous year’s annual meeting date, except that, if the Company did not hold an annual meeting during the previous year, or if the date of the meeting has changed by more than 30 calendar days from the previous year, then notice must be provided by the later of 60 calendar days prior to the date ofconsidered at the annual meeting, orto the 10th calendar day followingextent that Rule 14a-19 under the day on which public announcement ofExchange Act applies, the date ofstockholder must have complied with Rule 14a-19 under the annual meeting is first made by the Company.Exchange Act.
To the extent that this Proxy Statement is incorporated by reference into any other filing by the Company under the Securities Act or the Exchange Act, the section of this Proxy Statement entitled “Audit Committee Report” will not be deemed incorporated, unless otherwise specifically provided in such filing.
A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, as filed with the SEC, may be obtained by stockholders without charge by written or oral request, or may be accessed on the Internet at www.sec.gov or www.lifestance.com.
Only one copy of the Notice is being delivered to stockholders residing at the same address, unless such stockholders have notified the Company of their desire to receive multiple copies. The Company will promptly deliver, upon oral or written request, a separate copy of the Notice to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Investor Relations. Stockholders residing at the same address and currently receiving only one copy of the Notice may contact Investor Relations to request multiple copies of this Proxy Statement in the future. Stockholders residing at the
same address and currently receiving multiple copies of the Notice may contact Investor Relations to request that only a single copy of the Notice be mailed in the future. Contact Investor Relations by mail at Investor Relations, LifeStance Health Group, Inc., 4800 N. Scottsdale Road, Suite 6000,2500, Scottsdale, Arizona 85251, or by email at investor.relations@lifestance.com.
Voting by Telephone or the Internet
Provision has been made for you to vote your shares of common stock by telephone or via the Internet. You may also vote your shares by mail. Please see the proxy card or voting instruction form accompanying this Proxy Statement for specific instructions on how to cast your vote by any of these methods.
Votes submitted by telephone or via the Internet should be received by prior to the start of the meeting to ensure your vote is recorded. Submitting your vote by telephone or via the Internet will not affect your right to vote during the meeting should you decide to attend the Annual Meeting.
The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. The Company has been advised that the Internet voting procedures that have been made available to you are consistent with the requirements of applicable law.
47
Stockholders voting by phone or via the Internet should understand that there may be costs associated, such as usage charges from Internet access providers and telephone companies, which must be borne by the stockholder.
The Board of Directors does not know of any other matters that are to be presented for action at the Annual Meeting. If any other matters properly come before the Annual Meeting or any adjournments or postponements thereof, the people named as proxies will have discretion to vote thereon.
48
P.O. BOX 8016, CARY, NC 27512-9903
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:
| ||
| ||
| ||
PLEASE VOTE BY: 1:00 PM, Eastern Time, June 3, 2024. Virtual: You must register to attend the meeting online and/or participate at www.proxydocs.com/LFST |
This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints David Bourdon and Ryan Pardo (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of LifeStance Health Group, Inc. |
Annual Meeting of Stockholders
For Stockholders of record as of April 06, 202249
LifeStance Health Group, Inc. Annual Meeting | ||
This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints J. Michael Bruff and Ryan Pardo (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of LifeStance Health Group, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
of Stockholders Please make your marks like this: THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS’ RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
LifeStance Health Group, Inc.
Annual Meeting of Stockholders
Please make your marks like this: ☒
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1 AND 2
BOARD OF | ||||||||||
DIRECTORS | ||||||||||
RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2, 3 AND 1 YEAR ON PROPOSAL | 4 BOARD OF DIRECTORS PROPOSAL YOUR VOTE | RECOMMENDS | ||||||||
1. | Election of | |||||||||
the three director nominees named in the Proxy Statement to serve until the 2027 annual meeting of stockholders; FOR | WITHHOLD | |||||||||
1.01 Kenneth Burdick FOR #P2# #P2# 1.02 Jeffrey | Rhodes FOR | |||||||||
| ||||||||||
#P3# #P3# 1.03 | William Miller FOR | |||||||||
#P4# #P4# FOR | AGAINST | ABSTAIN | ||||||||
2. | Ratification of the appointment of PricewaterhouseCoopers LLP | |||||||||
| 5. Transacting such other business as may properly come before the meeting or any adjournment thereof. |
You must register to attend the meeting online and/or participate at www.proxydocs.com/LFST
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
You must register to attend the meeting online and/or participate at www.proxydocs.com/LFST Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) | Signature (if held jointly) |
50