📜 What This Document Is 💼

This document is a Proxy Statement (DEF 14A), which is essentially a detailed guidebook for LifeStance Health Group, Inc.'s annual meeting of stockholders. The filing was officially made on April 22, 2026. 👉 This statement doesn't contain company performance metrics, but rather asks stockholders to vote on crucial decisions regarding the Board of Directors, accounting oversight, and executive pay. The annual meeting itself is scheduled for Tuesday, June 2, 2026, and will be held in a fully virtual format.

🏥 About LifeStance Health Group, Inc. 🏢

LifeStance Health Group, Inc. is a company located at 4800 N. Scottsdale Road Suite 2500 in Scottsdale, Arizona 85251. While the Proxy Statement does not detail its core business services, it indicates that the company operates under the direction of its Board of Directors and is engaged in the healthcare sector, requiring oversight of complex medical and financial compliance matters.

🗓️ Annual Meeting Logistics and Voting Procedures 💻

The Annual Meeting of Stockholders is set for Tuesday, June 2, 2026, and will be fully virtual, allowing participation from any location. Stockholders must register at www.proxydocs.com/LFST, using a control number found on their proxy card or notice. 👉 As of the record date, April 10, 2026, there were 387,827,677 shares of common stock outstanding, all of which were entitled to be voted. The meeting will begin promptly at 1:00 p.m. Pacific Time.

🎯 The Three Core Proposals for Stockholder Vote 🗳️

Stockholders are asked to vote on three distinct, mandatory proposals. These votes dictate the fundamental governance structure of the company:

1. Election of Directors: Electing two director nominees to serve until the 2029 annual meeting.
2. Ratification of Independent Accounting Firm: Approving PwC's appointment as the independent registered public accounting firm for the year ended December 31, 2026.
3. Executive Compensation: Approving (on an advisory basis) the compensation of the company's named executive officers.

🧑‍⚖️ Changes to the Board of Directors Structure 👥

The Board of Directors is modifying its structure and membership, which is a significant change that impacts corporate governance.

• Board Size Reduction: The Board of Directors is reducing the size of the Board from its previous number to eight directors effective upon the conclusion of the Annual Meeting.
• Director Terms: The Board is divided into three classes (I, II, and III). Class II directors (Darren Black, David Bourdon, Eric Shuey, and Robert Bessler, M.D.) are currently due for terms that expire at the Annual Meeting.
• Outgoing Directors: Darren Black and Eric Shuey are noted as directors who will not stand for re-election at the Annual Meeting.
• New Management: David Bourdon, the CEO, and Kenneth Burdick, the Executive Chairperson, are among the continuing directors, bringing specific professional experience to the Board.

🧠 Board Committee Oversight and Compliance Policies ⚙️

The Board of Directors has a complex system of oversight, with specific committees assigned detailed responsibilities. This structure helps ensure that different areas of the company (finance, legal, strategy) are monitored independently.

• Audit Committee: This committee is responsible for overseeing the company's accounting and financial practices. They have the critical duty of reviewing the financial statements and reviewing the adequacy of the internal control over financial reporting.
• Compensation Committee: This committee is tasked with determining and approving the compensation for the CEO and other executive officers.
• Nominating & Governance Committee: This committee handles the long-term health of the board, including recommending director candidates and developing corporate governance guidelines.
• Quality and Compliance Committee: This committee focuses on monitoring the company's compliance program, understanding current legal requirements, and reviewing potential compliance risk areas.
• Risk Management: While the full Board has ultimate oversight, specific risk areas are assigned: The Audit Committee oversees financial and cybersecurity risks, and the Compensation Committee oversees risks related to executive pay plans.

📜 Corporate Governance and Shareholder Rights 📜

The company operates under a classified board structure, which is designed to ensure stability and continuity. This governance structure is also a key point regarding investor protection and corporate control.

• Classified Board: The Board consists of three classes (I, II, and III) with terms expiring at different times (2028, 2026, and 2027, respectively). The Board states this structure aims to "safeguard the Company from third-party takeover attempts."
• High Thresholds: For fundamental changes to the company's governing documents, the Board requires the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power.
• Sponsor Agreements: There are specific agreements with investment groups (TPG and Summit) that grant them nomination rights for Board seats, depending on their ownership percentage.
• Nasdaq Compliance: The company notes that it is no longer a "controlled company" under Nasdaq listing standards, meaning it must comply with full independent board committee requirements.

💰 Reviewing the Independent Public Accounting Firm 🔍

Stockholders are asked to ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the year ended December 31, 2026. Although this ratification is not legally required, the Board submits it as a matter of good corporate governance.

• Audit History: The fees billed by PwC show the following totals:
  • For the year ended December 31, 2025: $1,827,158
  • For the year ended December 31, 2024: $1,771,202
• Service Scope: The fees cover audit fees, audit-related fees (for assurance services), and all other fees (for online research software subscriptions).

💸 Compensation Strategy for Officers 🌟

The final proposal asks for an advisory vote on the compensation paid to named executive officers. The Compensation Discussion and Analysis section describes the overall executive compensation program. 👉 This advisory vote is non-binding, but the Compensation Committee intends to consider the outcome when structuring future pay packages.

📡 How to Participate and Get Information 📬

The Proxy Statement outlines specific rules for voting and accessing information.

• Voting Rights: Every share of common stock is entitled to one vote.
• Quorum: A quorum (the minimum number of shares needed to conduct business) requires the presence of a majority of the total votes entitled to be cast, including abstentions and "broker non-votes."
• Method of Vote: Stockholders can vote by Internet (at www.proxydocs.com/LFST), by telephone, or by mailing in the proxy card.
• Contact: For voting assistance, stockholders can email [email protected].

🧠 The Analogy

Voting on a Proxy Statement is like being a homeowner who gets a homeowner's association (HOA) meeting notice. The company (the HOA) asks you to vote on things that are important to the property—like who should sit on the Board (the board members), whether the management company (the accountant) did a good job last year, and how much money the main manager (the CEO) should get paid. You, the homeowner, are voting on the rules and management, not the daily plumbing or landscaping itself.

🧩 Final Takeaway

The core message of the filing is to guide stockholders through the annual election of the Board, the audit firm, and executive pay. Understanding these three votes is key to understanding the company's leadership structure and financial accountability for the coming year.