LIFESTANCE HEALTH GROUP INC (LFST)
Sector: Health Care
2026 Annual Meeting Analysis
LIFESTANCE HEALTH GROUP INC · Meeting: June 2, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
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.
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
✓ FORCEO
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
✓ FORAuditor
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.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing