LifeStance Health Group, Inc.

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 currently employed 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 2024, the compensation committee approved a 5% increase to each of Mr. Pardo's and Ms. Varanakis' base salary in each case, based on the factors described above and to bring such salaries more in line with the market. No other named executive officer received a base salary increase for 2024.

The following table sets forth the annual base salaries for each of our named executive officers as of the end of 2024, or, for Mr. Qureshi and Mr. Mullins, as of his respective termination of employment in 2024:

1 As of December 31 st of the applicable year, or, for Mr. Qureshi and Mr. Mullins for 2024, as of his respective termination of employment in 2024.

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 currently employed named executive officers was eligible to earn a cash bonus for 2024 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 2024 cash bonus program, following input from our former Chief Executive Officer and the compensation committee’s independent compensation consultant, to include Adjusted EBITDA**, revenue, and patient satisfaction, as in prior years. The compensation committee also chose Free Cash Flow* as a corporate performance metric for our 2024 cash bonus program because it believes strong Free Cash Flow* is a strong measure of liquidity and facilitates future growth. 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, Free Cash Flow* 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.

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 2024 cash bonus program, with payments for performance between such payment levels determined based on interpolation between such payment levels. The compensation committee may also consider individual performance contributions and retains the discretion to adjust bonus payouts downward or upward based on its assessment of each named executive officer’s contribution to the Company during the year, as well as the achievement of strategic goals.

(1)

For purposes of the 2024 cash bonus program, Adjusted EBITDA was determined after giving effect to earned payouts under such program. For the Adjusted EBITDA metric, if performance achievement is below the target performance goal, the bonus pool amount is reduced dollar-for-dollar up to the full amount of the bonus pool.

(2)

Free Cash Flow is calculated as net cash provided by operating activities less purchases of property and equipment.

(3)

Patient satisfaction is measured based on patient Net Promoter Scores.

The target amount of each named executive officer’s annual cash bonus is set by the compensation committee as a percentage of his or her base salary. The target amount for each of our named executive officers 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. The target annual bonus percentages for our named executive officers were not adjusted for 2024.

The target annual bonus percentage for each of our named executive officers for 2024 is listed in the table below:

The actual amount earned by each of our currently employed named executive officers under our 2024 annual cash bonus program was determined by the compensation committee in early 2025 based on the compensation committee’s review of the level of achievement of the performance goals under this program as well as individual accomplishments for each of such named executive officers in 2024.

Actual achievement of the 2024 performance goals was as follows:

Based on the Company’s achievement of the performance goals set forth above and the compensation committee’s adjustments based on each named executive officer’s individual performance, including the performance of such named executive officer's department, if applicable, payment under the annual bonus program for each of our named executive officers for 2024 was as follows:

(1)

Messrs. Qureshi and Mullins did not receive any bonus payment in respect of 2024 due to their terminations of employment during 2024.

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.

2024 Grants of Time- and Performance-Based RSU Awards

Our 2024 long-term equity incentive program was comprised of two components: time-based RSUs and performance-based RSUs. In 2024, 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 2024 equity awards was allocated to performance-based RSUs (at target level of performance) and approximately 30% was allocated to time-based RSUs. For all of our other named executive officers, approximately 50% of the total value of 2024 equity awards was allocated to each of performance-based RSUs (at target level of performance) and time-based RSUs.

In March 2024, each of our named executive officers was granted time-based and performance-based RSUs, as follows:

The time-based RSUs vest as to 25% of the RSUs on each of the first four anniversaries of March 8, 2024, generally subject to continued service through the vesting date.

The performance-based RSUs granted in 2024 are earned based on the achievement of pre-established revenue targets (up to 50%) and preestablished Adjusted EBITDA** targets (up to 50%) for each of 2024, 2025, and 2026 (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 2025 and 2026 performance periods prior to December 31, 2024 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2024 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 (except as noted therein for Mr. Qureshi). To the extent earned based on performance, the 2024 portion of the performance-based RSUs granted in 2024 vested in the first quarter of 2025 upon the compensation committee’s determination of such performance. The following table sets forth (1) the revenue and Adjusted EBITDA** goals for the 2024 performance period for performance-based RSUs granted in 2024, (2) our actual revenue and Adjusted

EBITDA** for the performance period ending December 31, 2024, and (3) the percentage of performance-based RSUs granted in 2024 eligible to vest based on 2024 performance that were earned based on such performance:

2022 and 2023 Grants of Performance-Based RSU Awards

Each of Mr. Pantaleoni, Mr. Pardo, Mr. Qureshi and Mr. Mullins also held performance-based RSUs granted in 2022 that were eligible to vest based on revenue and Adjusted EBITDA** during the 2024 performance period, and each of our named executive officers also held performance-based RSUs granted in 2023 that were eligible to vest based on revenue and Adjusted EBITDA** during the 2024 performance period. The 2024 performance period revenue and Adjusted EBITDA** targets were established during 2024 and, as a result, the shares subject to the 2024 portion of the performance-based RSU awards granted in 2022 and 2023 were considered to be granted during 2024 from an accounting perspective and are therefore included in the Summary Compensation Table and the Grants of Plan-Based Awards Table for 2024. The performance metrics for the 2024 performance period were revenue (50%) and Adjusted EBITDA** (50%). To the extent earned based on performance, the 2024 portion of the performance-based RSUs granted in 2022 and 2023 vested in the first quarter of 2025 upon the compensation committee’s determination of such performance. The table below sets forth (1) revenue goals and Adjusted EBITDA** goals for the 2024 performance period for performance-based RSUs granted in 2022 and 2023, (2) our actual revenue and Adjusted EBITDA** for the performance period ending December 31, 2024, and (3) the percentage of performance-based RSUs granted in 2022 and 2023 eligible to vest based on 2024 performance that were earned based on such performance:

Employee and Retirement Benefits

We currently provide broad-based health and welfare benefits that are available to our full-time employees, including our currently employed 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.