Darren Black
About Darren Black
Darren Black (age 53) is an independent Class II director of LifeStance Health Group, Inc., serving on the board since 2017 (and the predecessor board since 2015). He is a Managing Director at Summit Partners focused on healthcare and life sciences; he holds an A.B. in Government from Harvard College and an MBA from The Wharton School. The Board has determined he is independent under Nasdaq rules. His current Class II term runs until the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Partners | Managing Director | 2013–present | Healthcare/life sciences investing |
| SV Life Sciences | Managing Partner | Prior to 2013 | Focus on HC services, HCIT, pharma services |
| ClinCare | Co‑founder & President | Prior | Operator experience |
| PharmaStar | Co‑founder & President | Prior | Operator experience |
| Accenture | Healthcare Consultant | Prior | Consulting experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| InnovaCare Health | Director | Not disclosed as public | Portfolio/industry board role |
| Leon Medical Centers | Director | Not disclosed as public | |
| Paradigm Outcomes | Director | Not disclosed as public | |
| PharmScript | Director | Not disclosed as public | |
| Sound Physicians | Director | Not disclosed as public | Also on LFST board: Eric Shuey serves on Sound Physicians (interlock) |
| VaxCare | Director | Not disclosed as public | |
| Veranex Group Holdings, L.P. | Director | Not disclosed as public | |
| U.S. Renal Care | Director | Not disclosed as public | Also on LFST board: Eric Shuey serves on U.S. Renal Care (interlock) |
Board Governance
- Structure and independence
- LifeStance is a “controlled company” under Nasdaq rules and may rely on exemptions from certain governance requirements; audit committee independence requirements still apply. The Board has determined Darren Black is independent.
- The company has a sponsor Stockholders Agreement granting TPG, Summit, and Silversmith director nomination rights; Mr. Black is the Summit designee.
- Committee memberships (2024 and as of proxy filing)
- Audit Committee: Member; audit met 4 times in 2024 (chair: Eric Shuey).
- Compensation Committee: Member; comp met 9 times in 2024 (chair: Katherine Wood).
- Nominating & Governance Committee: Member; nom/gov met 4 times in 2024 (chair: Jeffrey Rhodes).
- Attendance and engagement
- The Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Risk oversight and policies
- Audit committee reviews related party transactions and oversees financial/cyber risks.
- Company maintains a Code of Conduct, insider trading policy, and prohibitions on hedging (and policies prohibiting hedging and pledging noted in compensation practices). A Dodd‑Frank compliant clawback policy was adopted in Nov 2023.
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $0 (affiliated directors receive no compensation) |
| Committee chair/member fees | $0 (Mr. Black is not a chair; affiliated directors receive no director pay) |
| Annual equity (RSUs) | $0 (affiliated directors receive no compensation) |
| Total | $0 |
Policy context: Independent non‑employee directors receive a $50,000 annual cash fee and ~$200,000 annual RSU grant (plus ~$400,000 initial RSUs); audit chair receives an additional $20,000. Affiliated shareholder designees (including Mr. Black) do not receive director compensation.
Performance Compensation (Director)
| Metric/Vehicle | Detail |
|---|---|
| Performance-based director pay | Not used; independent directors receive time‑based RSUs; Mr. Black (affiliated) receives none. |
Other Directorships & Interlocks
- Sponsor-linked interlocks: Board includes designees of TPG (Rhodes, Wood, Palmer), Summit (Black), and Silversmith (Crisan), pursuant to nomination rights. This concentrated sponsor influence is a governance consideration under the controlled company framework.
- Board-level interlocks: Mr. Black and fellow director Eric Shuey both serve on Sound Physicians and U.S. Renal Care boards, indicating information network ties.
Expertise & Qualifications
- Sector expertise: Extensive healthcare services, HCIT, and life sciences investing and operating experience (Summit, SV Life Sciences; prior operator roles).
- Education: A.B. Harvard College; MBA Wharton School.
- Board contribution: Serves across three key committees (Audit; Compensation; Nominating & Governance), supporting financial oversight, pay governance, and director nomination processes.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Darren Black (individual) | — | <1% | Does not include shares beneficially owned by Summit entities; Mr. Black is a Managing Director of Summit Partners. Address: 222 Berkeley St., 18th Fl., Boston, MA 02116. |
| Summit Partners & affiliates | 41,932,358 | 10.8% | Summit has shared voting/dispositive power via multiple funds. |
| Parties to Stockholders Agreement (TPG, Summit, Silversmith) | 220,560,530 | 56.7% | Combined sponsor control. |
Policies: The company prohibits hedging by directors, officers, and employees; compensation practices also note policies prohibiting hedging and pledging. No pledging or share‑pledge disclosures specific to Mr. Black were identified.
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | The proxy notes certain Form 4 filings were late for several insiders in 2024; Mr. Black is not listed among late filers. For trade-level detail, refer to Form 4 filings. |
Governance Assessment
- Positives
- Independent status affirmed; broad committee engagement across Audit, Compensation, and Nominating & Governance suggests strong involvement; Board/committee attendance ≥75%.
- Affiliated shareholder designees (including Mr. Black) receive no director compensation, limiting potential pay-driven conflicts; independent director compensation is primarily equity-based, aligning with shareholders.
- Related party transactions are reviewed/approved by the Audit Committee; formal policies include clawback and anti‑hedging.
- Watch items / RED FLAGS
- Controlled company status and sponsor nomination rights reduce certain governance safeguards; sponsors collectively control ~56.7%. Mr. Black is the Summit designee while Summit owns ~10.8%.
- Board-level interlocks (e.g., Sound Physicians, U.S. Renal Care with Mr. Black and Mr. Shuey) may concentrate information networks.
- Sponsor-related transactions exist (e.g., $365,625 paid to TPG BD for debt arrangement services); while Mr. Black is Summit‑affiliated (not TPG), sponsor transactions warrant ongoing monitoring for independence in oversight.
Overall implication: Mr. Black brings deep sector investing and operating expertise and is active across key committees, supporting board effectiveness. However, the controlled company framework, sponsor nomination rights, and cross‑board interlocks elevate the need for robust committee independence and vigilant related‑party oversight to maintain investor confidence.