Kenneth Burdick
About Kenneth Burdick
Kenneth Burdick (age 66) is Executive Chairperson of LifeStance Health’s Board, having served as CEO and Chairman from September 2022 to March 2025; he holds a BA from Amherst College and a JD from the University of Connecticut School of Law . Under his leadership, LifeStance delivered strong financial performance in 2024: revenue up 19% to $1.25B, Adjusted EBITDA up 103% to $119.7M, and Free Cash Flow of $85.7M; management also noted the company met or exceeded expectations in each of the last nine quarters through February 2025 . Company TSR (value of $100 invested since IPO) stood at 34 in 2024 vs 36 in 2023 and 23 in 2022, reflecting market returns around his tenure; the company’s selected performance measure was Adjusted EBITDA . In March 2025, the Board separated the Chair and CEO roles, with Burdick becoming Executive Chair and David Bourdon CEO, aligning governance with oversight objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centene Corporation | EVP, Markets & Products | Jan 2020–Feb 2021 | Led national health plans before retiring; health plan operating oversight |
| WellCare Health Plans | CEO (President/COO earlier) | 2015–Jan 2020 | Led through growth and acquisition by Centene; Medicare/Medicaid focus |
| Blue Cross & Blue Shield of Minnesota | President & CEO | Feb–Jul 2012 | Short tenure leadership of regional BCBS plan |
| Coventry Health Care | CEO, Medicaid & Behavioral Health | Aug 2010–Feb 2012 | Ran government programs and behavioral health segment |
| UnitedHealth Group / UnitedHealthcare | Various, incl. CEO | 1995–2009 | CEO of UnitedHealthcare (2006–2008) and Secured Horizons (Medicare) (2008–2009) |
| LifeStance Health | CEO & Chairman; Executive Chair | Sept 2022–Mar 2025; Mar 2025–present | Drove operational improvements and profitable growth; now strategic oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Centene Corporation | Director | Current | Ongoing public company board service |
| Big Brothers Big Sisters of America | National Board Chair | Jul 2018–Jun 2022 | Non-profit leadership and governance |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 (amended) |
|---|---|---|---|---|
| Base Salary ($) | 196,538 | 623,077 | 600,000 | 200,000 (Exec Chair, effective Mar 3, 2025) |
| Target Bonus (% of Salary) | 100% (pro‑rated for 2022) | 150% | 150% | 100% (blended in 2025) |
| Actual Bonus ($) | — | 770,000 | 1,233,000 | Determined per 2025 performance objectives |
| Perquisites | Private aircraft business travel up to 50 hours annually | Private aircraft business travel per policy | Private aircraft business travel per policy | Private aircraft business travel per policy |
Performance Compensation
| Incentive | Metric | Weighting | Threshold | Target | Actual (2024) | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Adjusted EBITDA | 40% | N/A | $85M | $120M | Below-target reduces bonus pool dollar-for-dollar; above-target scales up to 200% | Annual determination; paid per committee approval |
| Revenue | 20% | $1,140M | $1,215M | $1,251M | Linear interpolation; 200% cap | Annual determination | |
| Free Cash Flow | 20% | ($75M) | $0M | $86M | Liquidity-focused; scales to 200% | Annual determination | |
| Patient Satisfaction (NPS) | 20% | 70 | 80 | 85 | Qualitative metric with scaled payout | Annual determination | |
| Long‑Term Equity (granted 2024) | Time‑based RSUs | — | — | — | — | 364,077 RSUs granted to Burdick | 25% annually over 4 years from Mar 8, 2024 |
| Performance‑based RSUs | — | Revenue & Adjusted EBITDA (each 50%) | Targets set annually | 2024 tranche at 100% for both metrics | 849,515 target RSUs granted; 2024 portion vested at 100% in Q1 2025 | Earn/vest annually upon committee determination; 2025–2026 targets set later |
Equity Ownership & Alignment
- Beneficial ownership: 2,479,416 shares (less than 1% of outstanding 388,882,916 as of Apr 11, 2025) .
- Outstanding equity awards (12/31/2024):
- Options granted Sept 7, 2022: 1,567,424 exercisable; 1,567,422 unexercisable; 6,269,693 performance-based unearned; exercise price $7.61; expiration 9/7/2032 .
- RSUs: 1,816,239 (time-based, 5-year schedule); 408,653 (time-based, 4-year schedule); 364,077 (time-based, 4-year); 283,172 (performance-based 2024 tranche); 423,790 (PBRSUs linked to 2024 targets established in 2024) .
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock; insider trading policy enforced; clawback adopted per Dodd‑Frank (Nov 2023) .
- Equity plan overhang: 37,478,593 securities issuable (options/RSUs) at weighted average option exercise price $7.42; 69,750,088 shares available under equity plans as of 12/31/2024 .
Employment Terms
- Executive Chair compensation (effective Mar 3, 2025): base salary $200,000; target annual bonus 100% of base; amendment provides 12‑month vesting continuation for time‑vesting awards and 12‑month performance measurement window for performance‑vesting awards upon certain termination scenarios .
- Severance (non‑change‑in‑control): If terminated without cause or resigns for good reason, 18 months base salary continuation; pro‑rata annual bonus based on actual performance; 18 months COBRA premiums; continuation of certain insurance premiums for 18 months; disability gives 6 months salary continuation plus pro‑rata bonus .
- Change‑in‑control policy: If terminated without cause or for good reason within six months before or 12 months after a change in control, lump sum equal to 24 months salary; target annual bonus; 24 months health benefit premiums; full acceleration of time‑based equity and performance‑based equity (post‑IPO awards deemed earned at target and converted to time‑based) subject to award terms; Section 280G “better‑of” cutback .
- Restrictive covenants: Confidentiality/inventions; non‑compete and non‑solicit for 18 months post‑employment .
- Clawback: Recovery of incentive compensation upon restatement per SEC/Nasdaq rules .
Board Governance
- Role and structure: Chair and CEO roles separated in March 2025; Burdick serves as Executive Chair to support oversight and continuity; guidelines allow designation of a Lead Independent Director when Chair is not independent .
- Controlled company: LFST is a “controlled company” under Nasdaq rules, and may elect exemptions from majority‑independent board and fully independent compensation/nomination committees; Audit Committee remains fully independent per Sarbanes‑Oxley and Nasdaq .
- Committee memberships (as of proxy): Audit—Darren Black, Jeffrey Crisan, Eric Shuey (Chair; “financial expert”); Compensation—Darren Black, Katherine Wood (Chair); Nominating/Governance—Darren Black, William Miller, Jeffrey Rhodes (Chair); Quality & Compliance—Robert Bessler, Teresa DeLuca (Chair), Seema Verma .
- Attendance: Board met five times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Director compensation (independent): Annual cash $50,000; annual RSU grant ~$200,000; initial RSU grant ~$400,000; Audit Chair retainer $20,000; RSUs vest on the next annual meeting/first anniversary or on change‑in‑control .
Compensation Structure Analysis
- Mix and leverage: For Burdick, 2024 equity grants skewed ~70% to performance‑based RSUs (revenue and Adjusted EBITDA) and ~30% time‑based, strengthening pay‑for‑performance alignment .
- Annual bonus rigor: 2024 bonus incorporated revenue, Adjusted EBITDA, Free Cash Flow, and patient NPS; Adjusted EBITDA below target reduces pool dollar‑for‑dollar; actual results exceeded targets across all metrics, supporting high payouts (Burdick bonus $1.233M) .
- Equity vesting: 2024 PBRSU 2024 tranche vested at 100%; future (2025–2026) targets were set after year‑end, limiting early accounting recognition but maintaining forward performance linkage .
- Governance safeguards: No CIC excise tax gross‑ups; clawback policy; hedging/pledging prohibited; independent comp consultant engaged (Pay Governance) and peer benchmarking applied .
Compensation Peer Group (2024 benchmarking)
| Peers |
|---|
| Addus HomeCare; agilon health; Astrana Health (f/k/a Apollo Medical Holdings); Enhabit; GoodRx; Hims & Hers Health; InnovAge; Option Care Health; Pediatrix Medical Group; Privia Health; Talkspace; Teladoc Health |
Company Performance During Burdick’s Tenure (last 8 quarters)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 280,603,000 * | 300,437,000 * | 312,331,000 * | 312,722,000 * | 325,480,000 * | 332,970,000 * | 345,311,000 * | 363,809,000 * |
| EBITDA ($) | (673,000)* | 6,543,000* | 3,060,000* | 15,520,000* | 16,209,000* | 15,360,000* | 11,056,000* | 20,891,000* |
Values retrieved from S&P Global.
*Revenue citations provided by S&P Global’s document mapping; EBITDA values are sourced from S&P Global without document citations.
These revenue and EBITDA measures are central to Burdick’s incentive design (annual bonus and PBRSUs) and were above 2024 targets, supporting maximum vesting for the 2024 tranche and elevated cash bonuses .
Equity Award Detail (Burdick)
| Award Type | Grant Date | Quantity/Terms | Vesting |
|---|---|---|---|
| Stock Options | 9/7/2022 | Right to purchase 9,404,539 shares; bifurcated time‑ and performance‑based; performance based on average trading price hurdles; CIC treatment per plan | Time‑based portions vest over 4 years; performance portions vest based on stock price hurdles/actual performance at CIC |
| RSUs (time‑based) | 3/6/2023 | 1,816,239 (50% vests at year 3; 25% at years 4–5) | As specified; continued service required |
| RSUs (time‑based) | 3/6/2023 | 408,653 (25% annually over 4 years) | Annual vesting |
| RSUs (time‑based) | 3/8/2024 | 364,077 (25% annually over 4 years) | Annual vesting |
| RSUs (PBRSUs) | 3/8/2024 | 849,515 target; 2024 tranche based on revenue/Adj. EBITDA | 2024 tranche vested at 100% in Q1 2025; 2025–2026 tranches per future targets |
Director Role and Dual‑Role Implications
- Dual role history: Burdick previously combined CEO and Chairman (Sept 2022–Mar 2025), which can concentrate power; LFST’s controlled‑company status further reduces certain independence requirements; the March 2025 separation to Executive Chair plus independent committee structures mitigates governance concern .
- Independence: Board has a majority of directors designated independent under Nasdaq rules; Audit Committee wholly independent; Compensation Committee comprises Darren Black and Katherine Wood (independent) .
- Attendance and oversight: Robust committee activity (e.g., compensation committee met nine times in 2024), supporting governance rigor during leadership transition .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote scheduled for 2025; Board recommends FOR; committee intends to consider vote outcomes in future designs . Pay‑versus‑performance disclosure provided in the proxy per SEC rules .
Risk Indicators & Red Flags
- Alignment positives: No CIC excise tax gross‑ups; clawback policy; strong performance linkage (revenue, Adjusted EBITDA, FCF, NPS) .
- Potential risks: Controlled‑company governance exemptions; sizable CIC equity acceleration (estimated $31.6M for Burdick as of 12/31/2024) may weaken pay‑for‑performance in change‑in‑control scenarios .
- Trading pressure: Annual RSU vesting and price‑hurdle options (exercise price $7.61) can create periodic sale windows; hedging/pledging prohibited reduces misalignment risk .
Expertise & Qualifications
- Education: BA (Amherst), JD (UConn); 45‑year healthcare executive career across major payors; current Centene director; prior non‑profit board leadership .
Employment & Contracts Summary
| Term | Detail |
|---|---|
| Executive Chair (2025 amendment) | Base $200,000; target bonus 100% (blended); vesting continuation on certain terminations |
| Severance (non‑CIC) | 18 mo salary; pro‑rata bonus; 18 mo COBRA; insurance premium continuation; disability 6 mo salary |
| CIC (double trigger) | 24 mo salary; target bonus; 24 mo benefits; full acceleration (post‑IPO awards at target) with award‑specific terms; 280G “better‑of” cutback |
| Restrictive covenants | Non‑compete/non‑solicit 18 months; confidentiality/inventions |
| Aircraft usage | Up to 50 flight hours per year for business travel (initial agreement) |
Investment Implications
- Pay‑for‑performance alignment: Incentives directly tied to revenue, Adjusted EBITDA, FCF, and patient NPS produced full PBRSU vesting for 2024 and strong cash bonuses; continued performance linkage in 2025–2026 supports alignment .
- Retention and governance: Transition to Executive Chair with reduced cash compensation and structured vesting continuation mitigates leadership transition risk while preserving strategic oversight; Board committees remain active and predominantly independent despite controlled‑company status .
- Equity overhang and potential selling windows: Large outstanding equity and scheduled RSU vesting create recurring supply overhang, partially offset by anti‑hedging/pledging policies; option exercise price near late‑2024 trading levels suggests sensitivity to share price trends .
- Change‑in‑control economics: Significant CIC acceleration could be dilutive and reduce contingency alignment; investors should monitor takeover speculation and any revisions to award terms .