Eric Palmer
About Eric Palmer
Eric Palmer is an independent Class I director nominee at LifeStance Health Group (LFST) for election at the 2025 Annual Meeting, with a proposed term running to the 2028 annual meeting if elected. He previously held senior leadership roles at The Cigna Group, including Executive Vice President for Enterprise Strategy (Jan 2024–Mar 2025), President & CEO of Evernorth Health Services (Jan 2022–Mar 2025), President & COO (2021), and EVP & CFO (2017–2021). He holds a B.S. in actuarial science from the University of Iowa (honors) and is a Fellow of the Society of Actuaries. The Board has determined he is independent under Nasdaq rules. If elected, the Audit Committee will comprise Darren Black, Eric Palmer, and Eric Shuey (chair).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cigna Group | EVP, Enterprise Strategy | Jan 2024 – Mar 2025 | Senior strategy leadership for the enterprise (as disclosed) |
| Evernorth Health Services (The Cigna Group) | President & CEO | Jan 2022 – Mar 2025 | Led Evernorth segment (as disclosed) |
| The Cigna Group | President & COO | Jan 2021 – Dec 2021 | Enterprise operations leadership |
| The Cigna Group | EVP & CFO | Jun 2017 – Jan 2021 | Finance leadership; actuarial/financial expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company board service disclosed in the LFST 2025 proxy. |
Board Governance
- Independence: The Board affirmatively determined Eric Palmer is independent under Nasdaq rules.
- Board structure: LFST is a Nasdaq “controlled company,” which may rely on exemptions from certain governance requirements; Audit Committee independence requirements still apply.
- Classification and term: LFST has a classified board. Palmer is nominated as a Class I director for a term expiring at the 2028 annual meeting if elected.
- Committee assignment: Following the Annual Meeting, the Audit Committee will comprise Darren Black, Eric Palmer, and Eric Shuey (chair). Eric Shuey is designated the Audit Committee Financial Expert.
- Meeting cadence and attendance (context from 2024): Board met 5x in 2024; each director attended at least 75% of Board and applicable committee meetings; Audit met 4x; Compensation met 9x; Nominating & Governance met 4x. (Palmer was not yet a director in 2024.)
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | For independent non‑employee directors. Pro‑rated in first year as applicable. |
| Committee/Chair fees | +$20,000 (Audit Chair) | Paid only to Audit Committee chair (currently Shuey). No general meeting fees disclosed. |
| Sponsor‑affiliated directors | $0 | Directors affiliated with LFST’s shareholders do not receive Board pay. (Palmer is designated by TPG but is independent/not a TPG employee as disclosed.) |
Performance Compensation
| Award Type | Approx. Grant Value | Vesting | Performance Metrics | Change‑in‑Control Treatment |
|---|---|---|---|---|
| Initial RSU grant (new director) | ~$400,000 | Vests in full on 1st anniversary or next annual meeting, if sooner, subject to service | None (time‑based RSUs) | RSUs fully vest upon change in control (single trigger) |
| Annual RSU grant | ~$200,000 | Same vesting as above | None (time‑based RSUs) | RSUs fully vest upon change in control (single trigger) |
Reference grants (2024 context): On July 21, 2024, several non‑employee directors received 36,363 RSUs under the annual program; on Aug 14, 2024, Dr. DeLuca received an additional 35,211 RSUs after joining in March 2024 (illustrates pro‑ration).
Other Directorships & Interlocks
| Relationship | Details | Governance Implication |
|---|---|---|
| Designating stockholder | TPG designated Palmer under the Stockholders Agreement nomination rights. | Potential alignment with sponsor interests; Board still deems him independent under Nasdaq rules. |
| Stockholders Agreement | Sponsor Investors (TPG, Summit, Silversmith) retain nomination rights tied to ownership thresholds. | Reinforces “controlled company” profile; limits minority investors’ influence over board composition. |
Expertise & Qualifications
- Financial and healthcare operating expertise: Former EVP & CFO of The Cigna Group; President & CEO of Evernorth Health Services; actuarial background.
- Credentials: B.S. in actuarial science (University of Iowa, honors); Fellow, Society of Actuaries.
- Committee‑relevant skill set: Audit Committee member designation post‑Annual Meeting; not designated as the Audit Committee Financial Expert (that role is assigned to Eric Shuey).
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at LFST | Not listed in the directors/officers beneficial ownership table as of April 11, 2025 (he was a nominee, not yet a director). |
| Ownership % | Not disclosed (table denominator 388,882,916 shares outstanding as of Apr 11, 2025). |
| Pledging/Hedging | Company policies prohibit hedging and pledging of company stock (policy described in compensation governance). |
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | No Section 16 filings for Palmer disclosed in the proxy; he was a nominee and not named in 2024 delinquent filers. |
Governance Assessment
- Positives:
- Independent status under Nasdaq rules; slated for Audit Committee service, bringing CFO/actuarial rigor.
- Board uses an independent compensation consultant (Pay Governance) for executive and director compensation benchmarking and design.
- Policies prohibit hedging and pledging of company stock, supporting alignment.
- Risks/Red Flags:
- “Controlled company” status and Stockholders Agreement give Sponsor Investors significant nomination rights; Palmer is a TPG designee, which may raise perceived influence concerns despite Nasdaq independence.
- Director RSUs have single‑trigger full vesting on change in control, which some investors view as less aligned than double‑trigger.
- Classified board structure reduces the speed at which shareholders can effect board change; high supermajority thresholds apply post‑Trigger Date for governance amendments.
Engagement note: 2024 attendance was ≥75% for all then‑serving directors; Palmer was not yet on the Board. Board met 5x; Audit 4x; Compensation 9x; Nominating & Governance 4x.