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:

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):

LifeStance Health Group, Inc.

4800 N. Scottsdale Road

Suite 2500

Scottsdale, Arizona 85251

Dear Stockholders:

You are cordially invited to attend the LifeStance Health Group, Inc. Annual Meeting of Stockholders (the “Annual Meeting”) on Monday, June 3, 2024, at 1:00 p.m. Eastern Time. Our Annual Meeting will be in 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 travel to a physical meeting to attend online and 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 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 2023 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 3rd.

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 23, 2024, we also first mailed this Proxy 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 12, 2024 from their broker, bank or other nominee.

LifeStance Health Group, Inc.

4800 N. Scottsdale Road

Suite 2500

Scottsdale, Arizona 85251

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of LifeStance Health Group, Inc. (the “Company”) will be held on Monday, June 3, 2024. Our Annual Meeting will be in 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 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. Login will be available starting at 12:45 p.m. Eastern Time and the meeting will begin promptly at 1:00 p.m. Eastern Time, for the following purposes:

These proposals are more fully described in the Proxy Statement accompanying this Notice.

April 12, 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. 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.

April 23, 2024

Important notice regarding the Internet availability of proxy materials for the stockholders meeting to be held on June 3, 2024. Stockholders may access, view and download the 2024 Proxy Statement and the 2023 Annual Report at www.proxydocs.com/LFST.

TABLE OF CONTENTS

LifeStance Health Group, Inc.

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

June 3, 2024

INTRODUCTION

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 1:00 p.m. Eastern Time on June 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 2023 Annual Report on Form 10-K, is being mailed to stockholders on or about April 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.

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 3, 2024, and will be held in a virtual format accessible by registering at www.proxydocs.com/LFST. 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 four 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 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 broker, bank, or other nominee. The proxy card will indicate the number of shares.

As of April 12, 2024, there were 382,239,008 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 2500, Scottsdale, Arizona 85251 for a period of 10 days prior to the Annual 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 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, 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

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, the 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 or other nominee 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 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. Bourdon or Mr. Pardo will vote accordingly. If you have left a vote blank, Mr. Bourdon 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.

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 382,239,008 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” 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, 2024 (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.

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.

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. 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.

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 1:00 p.m. Eastern 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 not related to the matters being considered at the Annual Meeting or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

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 2025, 2026, and 2024, respectively. Mr. Burdick, Mr. Rhodes and Mr. Miller are the Class III directors whose terms expire at the Annual Meeting. Our Board of Directors has nominated, and stockholders are being asked to reelect, Mr. Burdick, Mr. Rhodes and Mr. Miller for three-year terms expiring at our 2027 annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our 2027 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. Rhodes and Mr. Miller were elected by stockholders in 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.

BOARD OF DIRECTORS

The following table sets forth the name, age, and position, as of April 12, 2024, of individuals who currently serve as directors on our Board of Directors.

Class III-Directors with Terms Expiring in 2024

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,

Upperline Health, 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.

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 and Ellodi, and was previously on the boards of Neogene Therapeutics, Adare 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 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 2026

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, VaxCare, 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 Genea, Partners Surgical, Sound Physicians and U.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 served as its Chief Executive Officer and 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.

CORPORATE GOVERNANCE

Board Composition

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:

At this time, the Board of Directors believes that the classified board structure is in the best interests 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 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:

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 Company 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 Wood and Seema Verma were each 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 Board of 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

based on the then-current circumstances. The roles of Chief Executive Officer and Chairman of the Board of Directors are currently held by Mr. Burdick.

Board Meetings, Attendance and Committees

Our Board of Directors met four times during 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 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, 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 meets the definition of “independent director” under Rule 10A-3 under the Exchange 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:

During the year ended December 31, 2023, the audit committee met 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

as may be permitted by applicable laws and in accordance with applicable Nasdaq rules. The compensation committee’s responsibilities include:

During the year ended December 31, 2023, the compensation committee met seven times.

Nominating and Governance Committee

Our nominating and governance committee is composed of Darren Black, William Miller and Jeffrey Rhodes, with Mr. Rhodes serving as chairperson of the committee. The nominating and governance committee’s responsibilities include:

During the year ended December 31, 2023, the nominating and governance committee met 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:

During the year ended December 31, 2023, the quality and compliance committee met 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.”

Code of Conduct

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.”

Board Membership Criteria

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)

Board Diversity Matrix (as of April 21, 2023)

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.

Communications with Directors

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 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.

PROPOSAL 2:

Ratification of Independent Registered Public Accounting Firm

The audit committee of our Board of Directors has appointed PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the year ended December 31, 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, 2023 and 2022:

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, 2023 and 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, 2024.

PROPOSAL 3:

Advisory Vote on Named Executive Officer Compensation

The Compensation Discussion and Analysis section of this Proxy Statement beginning on page 20 describes our executive compensation program and the compensation of our named executive officers for the year ended December 31, 2023.

Our executive compensation program is designed to help us attract, retain and 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.

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.

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”):

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 talented executives and to closely 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 the interests of our 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, and our Chief Executive Officer generally makes recommendations to the compensation committee about the compensation of his direct reports. No member of the management team, including our Chief Executive Officer, has a role in determining his or her own compensation.

Independent Compensation Consultant

In 2023, the compensation committee engaged 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 Pay Governance, the compensation committee assessed the independence of Pay 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 Pay Governance’s independence.

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.

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.

Base Salary

Each 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

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:

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.

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 hire based on internal pay equity considerations and each 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.

In 2023, the compensation committee increased Mr. Burdick's target annual bonus percentage from 100% to 150% of his base salary as described above, and did not adjust the target bonus percentages for any of the other named executive officers.

The target annual bonus percentage for each of our named executive officers for 2023 is listed in the table below:

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 achievement of the 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 inclusion activities. Otherwise, neither the compensation committee nor the Board of Directors exercised any discretion to adjust, positively or negatively, the amount of any named executive officer’s annual bonus determined in accordance with the foregoing formula.

Actual achievement of the 2023 performance goals was as follows:

Based on the Company's achievement of the performance goals set forth above, and the adjustment for Mr. Burdick as described above, payment under the annual bonus program for each of our named executive officers for 2023 was as follows:

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 behalf 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. Burdick, 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 each of performance-based RSUs (at target level performance) and time-based RSUs.

In addition to the 2023 annual equity awards granted to all 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 through 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 outstanding equity, which had declined primarily, in the compensation committee's view, as a result of performance that occurred before his commencement of employment.

In March 2023, each of our named executive officers was granted time-based and performance-based RSUs, as follows:

The time-based RSUs (other than Mr. Burdick's one-time award described above) vest as to 25% of the RSUs on each of the first four anniversaries of March 6, 2023, generally subject to continued service through the vesting 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. 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 subject to each portion of the award, 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 performance-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 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 granted 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:

* 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 RSU 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 based on 2023 performance that were earned based on such performance:

* 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.

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 (or alternatively based on TPG's return on investment), generally subject to the named executive officer’s continued service with us through the applicable vesting date. On June 30, 2023, one-third of the original number of performance-based shares of restricted stock held by each of Mr. Qureshi, Mr. Pantaleoni, and Mr. Pardo vested based on our average trading stock price.

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.

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

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.

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.