Jeffrey Rhodes
About Jeffrey Rhodes
Jeffrey Rhodes (age 50) has served on LifeStance Health Group’s Board since 2020 and is a Class III director with a term through the 2027 annual meeting . He is Co‑Managing Partner of TPG Capital and Co‑Managing Partner of TPG Healthcare Partners, with a healthcare investing focus; he holds a BA in Economics from Williams College and an MBA from Harvard Business School . The Board has affirmatively determined Rhodes is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Capital | Co‑Managing Partner | Not disclosed | Co‑leads healthcare investing across services, IT, pharma, devices |
| TPG Healthcare Partners | Co‑Managing Partner | Not disclosed | Co‑manages health-focused strategy |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| TPG Inc. | Director | Dec 2023 | Public company board |
| ArchWell Health | Director | Jan 2024 | Healthcare services |
| Covetrus | Director | Oct 2022 | Animal health |
| Lyric (formerly ClaimsXten) | Director | Oct 2022 | Health IT/payments integrity |
| Troon Golf | Director | Dec 2021 | Golf management |
| Pediatric Associates | Director | Dec 2021 | Pediatric care |
| BVI | Director | Jan 2017 | Medical devices |
| WellSky | Director | Feb 2017 | Health IT; Chair/CEO is William Miller, also an LFST director |
Board Governance
- Committee assignments: Rhodes chairs the Nominating & Governance Committee; members are Darren Black, William Miller, and Jeffrey Rhodes; the committee met four times in 2024 .
- Audit Committee: Darren Black, Jeffrey Crisan, and Eric Shuey (chair); after the 2025 annual meeting, Darren Black, Eric Palmer, and Eric Shuey; met four times in 2024 .
- Compensation Committee: Katherine Wood (chair) and Darren Black; met nine times in 2024 .
- Quality & Compliance Committee: Teresa DeLuca (chair), Robert Bessler, and Seema Verma; met four times in 2024 .
- Independence: Board determined Rhodes (and others) are independent under Nasdaq rules despite sponsor affiliations .
- Attendance: The Board met five times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Controlled company: LFST is a “controlled company” under Nasdaq, and may avail itself of certain governance exemptions; Audit Committee independence is maintained per SOX and Nasdaq .
- Board structure: Classified board—Class III includes Kenneth Burdick, Jeffrey Rhodes, William Miller; Class III terms run to the 2027 annual meeting .
- Chair/CEO separation: Since March 2025, Board Chair and CEO roles are separated (Executive Chair: Kenneth Burdick; CEO: David Bourdon) .
Fixed Compensation (Director)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jeffrey Rhodes | — | — | — |
- Policy: Independent non‑employee directors receive $50,000 annual cash, plus annual RSUs with ~$200,000 grant date value (prorated first year) and a one‑time initial ~$400,000 RSU grant; Audit Committee chair receives an additional $20,000 cash retainer; RSUs vest on the first anniversary or next annual meeting, and fully vest on change in control .
- Affiliation rule: Directors affiliated with LFST shareholders (e.g., TPG) do not receive director compensation, explaining Rhodes’ $0 cash and equity in 2024 .
Performance Compensation (Director)
- Rhodes received no performance‑based compensation or equity grants as an affiliated director; LFST does not disclose performance metrics tied to director pay .
- RSU vesting mechanics for non‑employee directors (not applicable to Rhodes): annual RSUs vest at first anniversary or next annual meeting; accelerate on change in control .
Other Directorships & Interlocks
| Connection | Detail | Governance Consideration |
|---|---|---|
| Sponsor nomination rights | TPG, Summit, Silversmith have Board nomination rights under the Stockholders Agreement | Sponsor‑aligned designees, including Rhodes, can shape board composition; reduced minority investor influence typical of controlled companies |
| Committee leadership interlock | Rhodes chairs Nominating & Governance while serving as TPG designee | Potential conflict in overseeing governance practices and board composition while representing the sponsor |
| Related‑party services | TPG Capital BD, LLC received $365,625 for debt arrangement/structuring services in 2024 under LFST’s 2024 Credit Agreement | Audit Committee oversees related‑party transactions; payment underscores need for rigorous conflict management |
Expertise & Qualifications
- Deep healthcare investing and board experience across services, health IT, pharmaceuticals, and devices; Co‑Managing Partner roles at TPG Capital and TPG Healthcare Partners .
- Education: BA in Economics (Williams College); MBA (Harvard Business School) .
- Independent director designation by LFST Board under Nasdaq rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jeffrey Rhodes | — | — | Footnote states holdings exclude shares beneficially owned by TPG VIII Lynnwood Holdings Aggregation, L.P.; Rhodes is a Partner of TPG |
| TPG VIII Lynnwood Holdings Aggregation, L.P. | 160,711,618 | 41.3% | Sponsor investor stake; nomination rights apply |
- No personal beneficial ownership reported for Rhodes as of April 11, 2025; no pledging disclosures for Rhodes; LFST prohibits hedging transactions for directors under its insider trading policy .
- No delinquent Section 16 filings listed for Rhodes in 2024; specific delinquencies named did not include Rhodes .
Say‑On‑Pay & Shareholder Feedback
| Proposal | For | Against | Withhold | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory Vote on NEO Compensation (June 3, 2025) | 295,914,020 | 26,682,137 | 626,595 | 23,980,047 |
- 2024 say‑on‑pay: For 282,059,174; Against 50,777,777; Withhold 3,982,869; Broker Non‑Votes 15,231,864 .
Governance Assessment
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Positives:
- Board has separated Chair/CEO roles since March 2025, improving oversight dynamics .
- Rhodes’ sector expertise and multi‑company board experience can enhance strategic governance and industry connectivity .
- Audit Committee independence and financial expert designation (Shuey) support financial controls and related‑party oversight .
-
RED FLAGS:
- Controlled company status and sponsor nomination rights can dilute minority shareholder influence and reduce independent director leverage .
- Rhodes chairs Nominating & Governance while being a TPG designee, creating potential conflicts in board composition and governance standard‑setting .
- Related‑party transaction: TPG BD received $365,625 for financing services in 2024; while permitted and subject to Audit Committee review, this underscores sponsor influence and necessitates robust recusal protocols .
- Alignment risk: Rhodes receives no cash or equity as an affiliated director and reports no personal beneficial ownership, which may reduce direct “skin‑in‑the‑game” at the individual level (offset by TPG’s 41.3% ownership) .
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Overall implication for investor confidence: Sponsor control and committee leadership by sponsor designees heighten conflict‑management demands; continued strong say‑on‑pay support and formal committee independence frameworks mitigate some risk, but monitoring of related‑party dealings and nomination processes remains critical .