Sector: Health Care
LIFESTANCE HEALTH GROUP INC · Meeting: June 2, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
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.
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
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.
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.
12 companies disclosed in 2026 proxy filing