LIFESTANCE HEALTH GROUP INC (LFST)

Sector: Health Care

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2026 Annual Meeting Analysis

LIFESTANCE HEALTH GROUP INC · Meeting: June 2, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

2

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

2 FOR
✓ FOR
David Bourdon

Bourdon became CEO in March 2025 and joined the board at the same time, placing him well within the 24-month new-director exemption from the TSR trigger; no other disqualifying flags are present.

✓ FOR
Robert Bessler

The 3-year TSR gap between LFST (-11.7%) and the peer group median (-8.7%) is only -3.0 percentage points, well below the 20-percentage-point threshold required to trigger a negative vote under our policy, and no other disqualifying flags apply.

Both Class II nominees pass all policy screens. LFST's 3-year stock return trails its compensation peer group median by only 3 percentage points, far below the 20-percentage-point threshold needed to trigger a negative vote (the stock's absolute 3-year return is negative, so the lower 20pp threshold applies). Bourdon is also exempt as a new director. No overboarding, attendance, independence, or familial-relationship issues were identified for either nominee.

Say on Pay

✓ FOR

CEO

Kenneth Burdick

Total Comp

$7,122,028

Prior Support

N/A

The compensation program is well structured: roughly 50% of each executive's equity award value is in performance-based stock awards tied to measurable revenue and Adjusted EBITDA targets, and actual payouts tracked genuine business results (revenue +14%, Adjusted EBITDA +32% in 2025). Kenneth Burdick is listed as the CEO in our pre-extracted database, but the proxy makes clear he transitioned to Executive Chairperson in March 2025 at a sharply reduced salary of $200,000, with his $7.1 million total compensation driven almost entirely by a large stock award reflecting multi-year carry-over performance tranches from his prior CEO tenure — this is consistent with a planned leadership transition rather than ongoing excessive pay. The company maintains a Dodd-Frank-compliant clawback policy, prohibits hedging and pledging, uses an independent compensation consultant, and offers no tax gross-up provisions, all of which are positive governance markers.

Auditor Ratification

✓ FOR

Auditor

PricewaterhouseCoopers LLP

Tenure

6 yrs

Audit Fees

$1,825,015

Non-Audit Fees

$2,143

PwC has served since 2020 (approximately 6 years), well below the 25-year tenure threshold; non-audit fees of $2,143 represent less than 0.2% of audit fees of $1,825,015, far below the 50% ratio that would raise independence concerns; PwC is a Big 4 firm appropriate for a $2.7 billion market-cap company; and no material restatements were identified.

Overall Assessment

The 2026 LifeStance annual meeting presents three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which pass our policy screens and receive a FOR determination. LFST's relative stock performance falls well within acceptable bounds versus its disclosed peer group, its auditor fees are almost entirely for audit work, and its compensation program ties a meaningful portion of pay to measurable annual performance targets with proper governance safeguards in place.

Filing date: April 22, 2026·Policy v1.2·high confidence

Compensation Peer Group

12 companies disclosed in 2026 proxy filing

ADUSAddus HomeCare Corporation
AGLagilon health, inc.
ASTHAstrana Health, Inc.
EHABEnhabit, Inc.
GDRXGoodRx Holdings, Inc.
HIMSHims & Hers Health, Inc.
INNVInnovAge Holding Corp.
OPCHOption Care Health, Inc.
MDPediatrix Medical Group, Inc.
PRVAPrivia Health Group, Inc.
TALKTalkspace, Inc.
TDOCTeladoc Health, Inc.