LifeStance Health Group Inc

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, see “Executive Compensation” above.

(1)

The amounts reported in these columns represent the amounts of total compensation reported in the “Total” column of the Summary Compensation Table in each applicable year for Mr. Burdick, who has served as our Chief Executive Officer since September 7, 2022, and/or Michael K. Lester, who served as our President and Chief Executive Officer during 2021 and 2022 until he retired from such position effective September 7, 2022.

(2)

The amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Burdick and/or Mr. Lester, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Burdick or Mr. Lester during the applicable year and were not considered by the compensation committee at the time it made decisions with respect to Mr. Burdick’s or Mr. Lester’s compensation.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Burdick’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lester’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:

The valuation assumptions used to calculate the fair values of options, RSUs, and restricted stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the compensation committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date.

(3)

The amounts reported in this column represent the average amounts of total compensation reported for our non-PEO Named Executive Officers as a group in the “Total” column of the Summary Compensation Table for each corresponding year. The non-PEO Named Executive Officers included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, David Bourdon, Danish Qureshi, Pablo Pantaleoni, and Ryan Pardo; (ii) for 2022, Danish Qureshi and David Bourdon; and (iii) for 2021, J. Michael Bruff and Gwen H. Booth.

(4)

The amounts reported in this column represent the average amount of “compensation actually paid” to our non-PEO Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO Named Executive Officers as a group during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of our non-PEO Named Executive Officers. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for our non-PEO Named Executive Officers as a group for each year to determine the compensation actually paid:

The valuation assumptions used to calculate the fair values of options, RSUs, and restricted stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date.

(5)

The amounts reported in this column represent the cumulative total return on $100 invested in the Company’s common stock as of June 10, 2021 (the date on which our common stock began trading on Nasdaq) through the last trading day for the applicable fiscal year in the table. The Company has not paid any dividends since its IPO.

(6)

The amounts reported in these columns represent the weighted cumulative total return on $100 invested as of June 10, 2021 (the date on which our common stock began trading on Nasdaq) through the last trading day for the applicable fiscal year in the table, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Historically, including for 2022 and 2021, we have presented the return of the S&P Health Care Index for purposes of Item 201(e) of Regulation S-K. However, upon a review of our market capitalization and those in the S&P Health Care Index, we determined that the Russell 2500 Health Care Index is a more appropriate benchmark to use because it is more representative of companies with market capitalizations comparable to ours. As such, we plan to replace the S&P Health Care Index with the Russell 2500 Health Care Index for this purpose for 2023 and going forward, but we are presenting the return of both the Russell 2500 Health Care Index and the S&P Health Care Index in the chart to aid in comparison for this transition year. The return of these indexes is calculated assuming reinvestment of dividends during the period presented.

(7)

The amounts reported in this column represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

(8)

The amounts reported in this column represent Adjusted EBITDA, our Company-Selected Measure, which we believe is the most important financial measure used to link compensation actually paid to our named executive officers to Company performance for 2023. Adjusted EBITDA is defined in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Analysis of the Information Presented in the Pay Versus Performance Table

Relationship between Compensation Actually Paid and Company TSR

The graph below sets forth the relationship between “compensation actually paid” to our current PEO, “compensation actually paid” to our former PEO, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2023.

Relationship between Compensation Actually Paid and Net Income (Loss)

The graph below sets forth the relationship between “compensation actually paid” to our current PEO, “compensation actually paid” to our former PEO, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s Net Income (Loss).

Relationship between Compensation Actually Paid and Adjusted EBITDA

The graph below sets forth the relationship between “compensation actually paid” to our current PEO, “compensation actually paid” to our former PEO, and the average “compensation actually paid” to our Non-PEO NEOs, and our Company-Selected Measure, Adjusted EBITDA.

Comparison of Company TSR and Peer Group TSR

The graph below compares the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2023 to the cumulative TSR of our peer groups over the same period. Historically, including for 2022 and 2021, we have presented the return of the S&P Health Care Index for purposes of Item 201(e) of Regulation S-K. However, upon a review of our market capitalization and those in the S&P Health Care Index, we determined that the Russell 2500 Health Care Index is a more appropriate benchmark to use because it is more representative of companies with market capitalizations comparable to ours. As such, we plan to replace the S&P Health Care Index with the Russell 2500 Health Care Index for this purpose for 2023 and going forward, but we are presenting the return of both the Russell 2500 Health Care Index and the S&P Health Care Index in the graph below to aid in comparison for this transition year.

Performance Measures

As described in greater detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company for the most recently completed fiscal year to link executive compensation actually paid to the Company’s named executive officers to the Company’s performance are as follows:

•

Adjusted EBITDA

•

Revenue

No other financial performance measures were used by the Company in its executive compensation program for the most recently completed fiscal year.