Katherine Wood
About Katherine Wood
Katherine Wood (age 40) has served on LifeStance Health Group’s Board since 2020 and is currently a Partner at TPG Capital, focused on healthcare investments . She holds a B.S. in molecular and cell biology from Stanford University and an MBA from Harvard Business School, and the Board determined she is independent under Nasdaq rules . As a TPG designee, her nomination rights stem from the company’s stockholders agreement with sponsor investors, but she was affirmatively deemed independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Capital | Partner (Healthcare) | Since 2009 | Led and supported investments across healthcare services, IT, pharma and devices |
| Goldman Sachs & Co. | Healthcare Investment Banking | Pre-2009 | Transaction execution and advisory in healthcare |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surescripts | Director | Not disclosed | Not disclosed |
| Nextech Systems | Director | Not disclosed | Not disclosed |
| Convey Health Solutions | Director | Not disclosed | Not disclosed |
| Ellodi | Director | Not disclosed | Not disclosed |
| Neogene Therapeutics (prior) | Director | Not disclosed | Not disclosed |
| Adare (prior) | Director | Not disclosed | Not disclosed |
| AskBio (prior) | Director | Not disclosed | Not disclosed |
Board Governance
- Committee roles shifted from Chair of Quality & Compliance (2024) to Chair of Compensation (2025), signaling increased oversight of pay and incentives .
- Independence: Board affirmatively determined Wood is independent under Nasdaq standards, despite being a TPG Partner and sponsor designee .
- Attendance: The Board met four times in 2023 and five times in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
| Year | Committee | Role | Meetings in Year |
|---|---|---|---|
| 2024 | Quality & Compliance | Chair | 4 meetings |
| 2025 | Compensation | Chair | 9 meetings (committee) in 2024 |
Fixed Compensation
- As a director affiliated with a shareholder (TPG), Wood received no cash retainer or RSU grants in 2024, consistent with the company’s policy that shareholder-affiliated directors do not receive director compensation .
| Year | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| 2024 | — | — | — |
- Independent non-employee directors (not affiliated) receive an annual cash fee of $50,000 and RSUs of ~$200,000, plus a ~$400,000 initial RSU grant; RSUs vest on the next annual meeting or first anniversary and fully vest on change-in-control .
Performance Compensation
- As Compensation Committee Chair (2025), Wood oversees performance-linked pay frameworks; 2024 short-term incentives used four metrics and achieved above-target results .
| 2024 Annual Bonus Plan Performance | Weight (%) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Score |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 40 | N/A | $85M | $141M | $120M | 150% |
| Revenue | 20 | $1,140M | $1,215M | $1,365M | $1,251M | 124% |
| Free Cash Flow | 20 | -$75M | $0M | $195M | $86M | 127% |
| Patient Satisfaction (NPS) | 20 | 70 | 80 | 100 | 85 | 125% |
- Long-term incentives in 2024 used one-year revenue and Adjusted EBITDA targets for the first tranche of performance RSUs; both metrics vested at target (100%) based on actuals .
| 2024 RSU Performance (2024 tranche) | Threshold (50%) | Target (100%) | Actual | % of target RSUs earned |
|---|---|---|---|---|
| Revenue (50% weight) | $1,119M | $1,215M | $1,251M | 100% |
| Adjusted EBITDA (50% weight) | $80M | $85M | $120M | 100% |
- The committee uses an independent compensation consultant (Pay Governance) and conducts independence assessments per Nasdaq rules, supporting governance quality in pay decisions .
Other Directorships & Interlocks
- Sponsor nomination rights: TPG, Summit, and Silversmith have board nomination rights via the Stockholders Agreement, and Wood is a TPG designee, which is a structural interlock with a major shareholder .
- Related-party exposure: In 2024, TPG Capital BD, LLC provided debt arrangement/structuring services as joint lead arranger under LifeStance’s 2024 credit agreement; the company paid $365,625 to TPG BD, with related-party transactions subject to Audit Committee review under the Related Person Transactions Policy .
- Registration rights allow sponsor investors to demand registration of shares, reflecting ongoing sponsor influence on capital markets activities .
Expertise & Qualifications
- Healthcare investment expertise through TPG, with board service across health tech and services companies; prior healthcare investment banking experience at Goldman Sachs .
- Academic credentials in life sciences and business (Stanford BS; Harvard MBA), relevant to healthcare strategy and capital deployment oversight .
- Board determined independent; experienced across compensation, quality/compliance, and governance topics through committee leadership .
Equity Ownership
- Personal beneficial ownership: Not individually reported; less than 1% and explicitly “does not include” shares beneficially owned by TPG VIII Lynnwood Holdings Aggregation, L.P., reflecting Wood’s affiliation as a TPG Partner rather than personal holding .
- Sponsor stake alignment: TPG VIII Lynnwood Holdings Aggregation, L.P. beneficially owns 160,711,618 shares (41.3%), creating strong sponsor alignment with equity value outcomes .
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Katherine Wood | — | * (<1%) | TPG Partner; personal holdings not reported; footnote clarifies not including TPG shares |
| TPG VIII Lynnwood Holdings Aggregation, L.P. | 160,711,618 | 41.3% | Schedule 13G/A details controlling persons and address |
Governance Assessment
- Positives: Independence affirmed under Nasdaq rules; high meeting attendance; progression to Compensation Committee Chair; adoption of Dodd-Frank-compliant clawback policy; formal hedging prohibition; use of independent compensation consultant; robust performance-linked pay framework with clear targets and results .
- Structural risks and potential conflicts: Controlled company status with sponsor nomination rights; Wood is an employee designee of TPG; personal director compensation and RSUs not granted (affiliated director), limiting individual “skin-in-the-game” though alignment exists via TPG’s 41% stake; related-party services from TPG BD in 2024 introduce transaction-level conflict risk (mitigated by Audit Committee oversight and a formal related-party policy) .
- Signals to investors: Her move to Compensation Chair increases influence over incentive design and pay-for-performance rigor; continued reliance on independent advisors and explicit performance metrics supports governance quality, while sponsor influence necessitates close monitoring of related-party transactions and independence assertions .