David Bourdon
About David Bourdon
David Bourdon, 56, is Chief Executive Officer of LifeStance Health Group (effective March 3, 2025) and a Class II director; he previously served as Chief Financial Officer and Treasurer from November 10, 2022 to March 2025 . He holds a B.S. from the United States Coast Guard Academy and an MBA from the University of Maryland (Robert H. Smith) and has held senior finance roles at Magellan Health (CFO) and Cigna (multiple CFO roles) . Under the leadership team that included Bourdon as CFO, 2024 performance improved materially: revenue grew 19% to $1.25B, Adjusted EBITDA doubled to $119.7M (+103% YoY), Free Cash Flow reached $85.7M, and net loss narrowed to $57.4M . As of year-end 2024, LifeStance’s TSR value on a $100 basis was 34 versus 70 for the Russell 2500 Health Care Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LifeStance Health Group | CFO & Treasurer | Nov 2022 – Mar 2025 | Led finance during period of strong revenue growth (+19% in 2024), FCF generation ($85.7M), and >2x Adjusted EBITDA, supporting improved profitability and execution . |
| Magellan Health | Chief Financial Officer | Sep 2020 – Nov 2022 | CFO of behavioral health/pharmacy leader; relevant operating and payer expertise . |
| Cigna | Multiple CFO roles (Integrated Medical; International; Group Life & Disability; U.S. Commercial) | 1999 – 2020 (various 2013–2020 CFO roles) | Deep payer finance/operator experience across segments/geographies . |
| U.S. Coast Guard | Officer | ~8 years (early career) | Operational discipline and leadership foundation . |
External Roles
- No current public company directorships disclosed for Bourdon beyond LifeStance .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 51,923 | 500,000 | 500,000 |
| Target Bonus (% of salary) | — | 75% (CFO) | 75% (CFO) |
| Actual Annual Bonus ($) | — | 393,750 | 513,750 |
| Stock/RSU Awards ($) | 1,000,001 | 1,448,004 | 2,418,980 |
| Option Awards ($) | 3,938,542 | — | — |
| All Other Comp ($) | 2,077 | 13,200 | 13,800 |
| Total ($) | 4,992,543 | 2,354,954 | 3,446,530 |
- CEO pay terms (effective Mar 3, 2025): base salary $700,000; target bonus 100% of base (blended for 2025) .
Performance Compensation
Annual cash bonus plan (2024 metrics and outcomes):
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Score/Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 40% | N/A | 85 | 141 | 120 | 150% |
| Revenue ($M) | 20% | 1,140 | 1,215 | 1,365 | 1,251 | 124% |
| Free Cash Flow ($M) | 20% | (75) | 0 | 195 | 86 | 127% |
| Patient Satisfaction (NPS) | 20% | 70 | 80 | 100 | 85 | 125% |
Select equity awards and vesting design (Bourdon):
- 2024 equity mix: ~70% performance-based RSUs, ~30% time-based RSUs (for CEO/CFO tier including Bourdon) .
- Time-based RSUs granted Mar 8, 2024: 104,022 units; vest 25% on each of the first four anniversaries of Mar 8, 2024 (i.e., 2025–2028), subject to continued service .
- 2024 performance RSUs: 80,906 target units under the 2024 grant; earned 100% for 2024 portion on Revenue and Adjusted EBITDA targets; vest upon committee certification (Q1 2025) .
- 2023 performance RSUs (2024 tranche): 124,644 target units; 2024 targets set in 2024; vested at 100% in 2025 upon certification .
2024 PRSU goal attainment (company-wide basis impacting 2024 PRSUs):
| Year of Grant | Performance Year | Metric | Threshold ($M) | Target ($M) | Actual ($M) | Earned |
|---|---|---|---|---|---|---|
| 2024 | 2024 | Revenue (50%) | 1,119 | 1,215 | 1,251 | 100% |
| 2024 | 2024 | Adjusted EBITDA (50%) | 80 | 85 | 120 | 100% |
Equity Ownership & Alignment
Outstanding awards as of December 31, 2024 (Bourdon):
- Stock options: 208,334 exercisable; 208,332 unexercisable; 833,334 performance options; exercise price $5.53; time-based options vest annually over four years; performance options vest on stock price hurdles (with change-in-control and good reason/without cause protective provisions) .
- RSUs/PRSUs (unvested): 104,022 time-based (market value $766,642 at $7.37); 80,906 PRSUs (2024 grant; $596,277); 124,644 PRSUs (2023 grant; $918,626) .
- Hedging/pledging: Company prohibits hedging and pledging of stock; robust insider trading policy in place .
- Ownership guidelines: Not disclosed in the sections reviewed.
- Stock ownership guideline compliance: Not disclosed in the sections reviewed.
Detail table (as of 12/31/2024):
| Instrument | Quantity | Exercise/Grant Terms | Market/Value Basis |
|---|---|---|---|
| Options – time-based (exercisable) | 208,334 | $5.53 strike; 4-year annual vesting | — |
| Options – time-based (unexercisable) | 208,332 | $5.53 strike; 4-year annual vesting | — |
| Options – performance (unearned) | 833,334 | Stock-price hurdles; CIC/good reason protections | — |
| RSUs – time-based | 104,022 | Vests 25% on each 1st–4th anniversary of 3/8/2024 | $766,642 (at $7.37) |
| PRSUs – 2024 grant (2024 tranche) | 80,906 | Earned 100% for 2024; vest on certification | $596,277 (at $7.37) |
| PRSUs – 2023 grant (2024 tranche) | 124,644 | 100% earned for 2024; vest on certification | $918,626 (at $7.37) |
Signals for potential selling pressure:
- Time-based RSUs from 2024 grant vest annually each March 8, 2025–2028, creating periodic liquidity events (subject to trading windows and company policy) . Company prohibits hedging/pledging, which reduces misalignment risks .
Employment Terms
- CEO agreement amendment (effective Mar 3, 2025): base salary $700,000; target bonus 100% of salary (blended for 2025); appointed as Class II director concurrently .
- Prior CFO terms (core severance): upon termination without cause/for good reason (non‑CIC) — 12 months base salary continuation; 12 months COBRA premiums paid; continued premiums for other insurance if elected (12 months) .
- Change-in-Control (CIC) Policy (double-trigger; 6 months before through 12 months after CIC): Bourdon eligible for 24 months base salary (lump sum), target annual bonus (lump sum), 24 months health benefits, and full acceleration of unvested time-based and performance-based equity at target (for post-IPO awards), subject to exceptions in policy; 280G best‑net cutback applies; release required .
- Clawback: Dodd-Frank compliant clawback policy adopted Nov 2023 covering Section 16 officers, including Bourdon .
- Non-compete/non-solicit: Named executive officers, including Bourdon, are subject to confidentiality and IP assignment; non-compete and non-solicit generally apply during employment and for 18 months post-termination .
- Pay practices: No CIC excise tax gross-ups; limited perquisites; independent compensation consultant utilized .
Board Governance
- Role/tenure: Director and CEO since March 2025; Class II term through 2026 annual meeting .
- Committee roles: Not listed as a member of Audit, Compensation, Nominating & Governance, or Quality & Compliance committees .
- Independence: Not independent (Board identified independent directors exclude Bourdon) .
- Leadership structure: Chair and CEO roles separated since March 2025; Ken Burdick serves as Executive Chair (not independent) .
- Controlled company and board classification: LifeStance is a Nasdaq “controlled company” and has a classified board; sponsor investors (TPG, Summit, Silversmith) have board nomination rights per stockholders’ agreement .
- Attendance: Board met five times in 2024; all directors attended ≥75% of meetings/committees .
- Say-on-pay (2025): Approved (For 295,914,020; Against 26,682,137; Withhold 626,595; Broker Non-Votes 23,980,047) .
Compensation Committee Analysis
- Committee members: Katherine Wood (Chair), Darren Black; both deemed independent under Nasdaq rules .
- Consultant: Pay Governance engaged; independence assessed .
- 2024 peer group used for benchmarking: Addus HomeCare, agilon health, Astrana Health, Enhabit, GoodRx, Hims & Hers, InnovAge, Option Care Health, Pediatrix, Privia, Talkspace, Teladoc .
Director Service Snapshot for David Bourdon
| Attribute | Detail |
|---|---|
| Board Class/Term | Class II; continues to 2026 annual meeting . |
| Committees | None listed . |
| Independence | Non‑independent (management director) . |
| Dual-role implications | CEO + Director with Executive Chair structure; separation mitigates concentration of power, but Executive Chair is not independent and the company is a controlled company, reducing some governance safeguards . |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($B) | — | 1.25 (+19% YoY) |
| Adjusted EBITDA ($M) | 59.0 | 119.7 (+103% YoY) |
| Free Cash Flow ($M) | — | 85.7 |
| Net Loss ($M) | (186.3) | (57.4) |
| TSR value ($100 basis) | 36 | 34 |
| Peer TSR (Russell 2500 HC) | 68 | 70 |
Highlights: 2024 showed strong operational improvement (revenue, EBITDA, FCF, narrowing losses) under a leadership team where Bourdon was CFO, though TSR lagged the peer index .
Risks, Red Flags, and Alignment Checks
- Positive: High at‑risk pay mix with majority PRSUs for CEO/CFO tier; rigorous financial and patient satisfaction metrics for annual bonus; robust clawback; no CIC tax gross-ups; hedging/pledging prohibition .
- Watch items: Controlled company exemptions may reduce board independence; classified board and sponsor nomination rights entrenching governance; Executive Chair not independent .
- Retention: 12–24 month severance protections; 18‑month non-compete; multi-year RSU/PRSU vesting cadence supports retention .
Investment Implications
- Pay-for-performance appears aligned: 2024 bonus and PRSUs paid on revenue, EBITDA, FCF, and patient satisfaction achieved at or above targets; CEO/CFO equity tilted to performance RSUs (~70%) .
- Retention risk looks contained near term via new CEO compensation terms, standard severance, double-trigger CIC protection, and staggered RSU/PRSU vesting; no hedging/pledging allowed .
- Governance is mixed: separation of Chair/CEO is positive, but Executive Chair non-independence, controlled-company status, and a classified board with sponsor nomination rights lessen minority-holder influence; monitor any shifts in committee composition and board refresh .
- Trading signals: Annual March RSU vest dates (2025–2028) and PRSU certification windows can create episodic liquidity; absence of hedging/pledging and insider policies temper adverse signaling; continue to monitor Form 4 filings around these windows .