Robert Bessler
About Robert Bessler
Robert Bessler, M.D., age 53, has served on LifeStance’s Board since 2017. He founded Sound Physicians in 2001 and served as its CEO and Chairman until September 2023; since April 2024 he has been CEO of Honest Health. Dr. Bessler holds a B.A. from Tufts, an M.D. from Case Western Reserve, and completed an emergency medicine residency at MetroHealth/Cleveland Clinic. He is a Class II director with a term expiring at the 2026 annual meeting and has been determined to be an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sound Physicians | Founder, CEO and Chairman | 2001 – Sep 2023 | Led national clinician organization; extensive operating leadership in provider services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Honest Health | Chief Executive Officer | Apr 2024 – Present | Current operating role |
| UpStream Rehabilitation (private) | Director | Not disclosed | Private company board |
| BroadJump, LLC (private) | Director | Not disclosed | Private company board |
Board Governance
- Independence: Board determined Dr. Bessler is independent under Nasdaq standards .
- Committee assignments: Member, Quality & Compliance Committee (chair: Dr. Teresa DeLuca). The committee met 4 times in 2024 and oversees the Compliance Program, reviews violations, and monitors compliance with any regulatory orders .
- Attendance: The Board met 5 times in 2024 and each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Classified board; Dr. Bessler is Class II with term expiring 2026 .
- Controlled company: LifeStance is a Nasdaq “controlled company” and may rely on certain governance exemptions (does not affect Audit Committee independence). Audit Committee reviews related-party transactions .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Independent non-employee director cash fee |
| Committee/Chair retainers | $0 | Not an Audit Chair (only Audit Chair retainer disclosed: $20,000) |
Performance Compensation
| Equity Award | 2024 Grant-Date Fair Value | Vesting/Terms |
|---|---|---|
| Annual RSU grant | $199,997 | Annual grant; RSUs vest at next AGM or 1-year anniversary; fully vest on change in control |
Performance metric table (directors): No performance-based metrics apply to director pay; awards are time-based RSUs (no revenue/EBITDA/TSR conditions disclosed) .
Other Directorships & Interlocks
| Type | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No current public company directorships disclosed in proxy biography |
| Sponsor designations | — | — | Not identified as a TPG/Summit/Silversmith sponsor designee (designated directors listed separately) |
Expertise & Qualifications
- Clinical and provider-operations expertise as an emergency physician and long-tenured operator (Sound Physicians founder/CEO) .
- Compliance and quality oversight experience aligned with Quality & Compliance Committee remit (compliance program, regulatory orders, internal controls) .
Equity Ownership
| As of Date | Common Shares | Unvested Restricted Stock (voting) | RSUs Vesting Within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Apr 11, 2025 | 2,964,236 | 23,363 | 36,363 | 3,023,962 | * (<1%) |
Policy notes:
- Hedging prohibited for directors, officers, and employees under the Company’s insider trading policy .
- Company notes policies prohibiting hedging and pledging of company stock in compensation program features .
Insider Trades (Form 4 activity)
Notes: Indirect vs direct ownership is per Form 4 footers; transactions on 11/27/2024 and 4/8–4/9/2025 indicate indirect sales; RSUs are reported as awards with zero-price entries (time-based director grants) .
Related-Party Exposure
- The proxy’s related-party section highlights sponsor-affiliated dealings (e.g., $365,625 in 2024 arrangement/structuring fees paid to TPG Capital BD, LLC in connection with a credit agreement). No related-person transactions are disclosed involving Dr. Bessler .
Director Compensation Policy (for context)
- Independent non-employee directors receive: $50,000 annual cash fee; ~ $200,000 annual RSU grant (pro-rated first year); initial RSU grant ~$400,000 (for new directors). Audit Committee Chair retainer: $20,000. Director RSUs vest at next AGM or 1-year anniversary; fully vest on change in control .
- Dr. Bessler’s 2024 reported director compensation: $50,000 cash; $199,997 stock awards; total $249,997 .
Governance Assessment
- Positives: Independent director with deep provider-operations experience; active on the Quality & Compliance Committee overseeing compliance infrastructure; attendance met the Company’s threshold (≥75%); not a sponsor designee; no related-party transactions disclosed for him .
- Watch items: LifeStance’s “controlled company” status reduces certain independence requirements; modest insider sales in late 2024 and April 2025, balanced by routine director RSU awards; hedging is prohibited by policy (alignment), and beneficial ownership is <1% (typical for outside directors) .
Appendix: Additional Reference Tables
Unvested Director Equity (as of Dec 31, 2024)
| Type | Quantity |
|---|---|
| Unvested restricted stock (voting) | 23,363 |
| Unvested RSUs | 36,363 |
Board and Committee Meeting Cadence (2024)
| Body | 2024 Meetings |
|---|---|
| Board of Directors | 5 |
| Quality & Compliance Committee | 4 |