Ryan Pardo
About Ryan Pardo
Ryan Pardo is Chief Legal Officer and Corporate Secretary of LifeStance Health Group, Inc., serving since 2017. He is 49 years old as of April 11, 2025, and holds a B.A. in Economics from Stanford University and a J.D. from Harvard Law School . Prior roles include General Counsel at Liberty Dialysis and M&A/business development at Fresenius, co-founder/director at Liberty Health Partners, General Counsel at AIM Consulting, Corporate Counsel at Eddie Bauer, and corporate finance/M&A attorney at Dorsey & Whitney LLP . Company performance in 2024 featured revenue of $1.251B (+19% YoY), Adjusted EBITDA of $119.7M (+103% YoY), and Free Cash Flow of $85.7M; the pay program emphasized these metrics alongside patient satisfaction . Total shareholder return (value of initial fixed $100) measured 34 for 2024, reflecting market performance during the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty Dialysis | General Counsel | To 2012 | Guided legal and strategic matters through acquisition by Fresenius |
| Fresenius Medical Care | M&A and Business Development | Not disclosed | Executed post-acquisition growth and integration initiatives |
| Liberty Health Partners | Co-founder, Director, Executive (value-based program design, lobbying, analytics, legal) | Not disclosed | Built value-based programs and strategic partnerships; later merged with Signify Health |
| AIM Consulting | General Counsel | Not disclosed | Led legal functions at a technology consulting firm |
| Eddie Bauer Holdings | Corporate Counsel (securities reporting) | Not disclosed | Led public company reporting pre–going private transaction |
| Dorsey & Whitney LLP | Corporate finance and acquisitions attorney | Not disclosed | Advised on corporate finance and M&A transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Liberty Health Partners | Director and executive | Not disclosed | Co-founded; focused on value-based program design; merged with Signify Health |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $325,385 | $344,769 |
| Approved Year-End Base Salary ($) | $333,000 | $350,000 (5% increase) |
| Target Bonus (% of Base) | 50% | 50% |
| Target Bonus ($) | $162,500 | $175,000 |
| Actual Annual Bonus Paid ($) | $174,825 | $218,750 |
| All Other Compensation ($) | $8,737 (401k match) | $13,800 (401k match) |
Performance Compensation
Annual Cash Bonus (2024 Plan)
| Metric | Weighting | Threshold | Target | Max | Actual | Payout Guidance |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | N/A | $85M | $141M | $120M | 150% metric score |
| Revenue | 20% | $1,140M | $1,215M | $1,365M | $1,251M | 124% metric score |
| Free Cash Flow | 20% | $(75)M | $0M | $195M | $86M | 127% metric score |
| Patient Satisfaction (NPS) | 20% | 70 | 80 | 100 | 85 | 125% metric score |
| Individual Result (Pardo) | — | — | $175,000 | — | — | $218,750 payout |
Notes: Committee retains discretion to adjust payouts based on individual and departmental performance .
Equity Incentives (RSUs; grants relevant to Pardo)
- Time-based RSUs: 124,826 granted in March 2024; vest 25% on each anniversary of March 8, 2024, subject to continued service .
- Performance-based RSUs: 2024 portion measured on revenue (50%) and Adjusted EBITDA (50%); 2024 targets achieved at 100%, vesting in Q1 2025 upon committee determination; 2025/2026 tranches depend on targets set later .
| RSU Grant (Pardo) | Grant Date | Type | 2024 Performance Targets | Actual 2024 | Earned (2024 tranche) |
|---|---|---|---|---|---|
| 41,609 shares | 3/8/2024 | Performance RSUs | Rev $1,215M; EBITDA $85M | Rev $1,251M; EBITDA $120M | 100% of 2024 tranche |
| 64,102 shares | 2/28/2024 (2023 grant, 2024 perf set in 2024) | Performance RSUs | Rev $1,215M; EBITDA $85M | Rev $1,251M; EBITDA $120M | 100% of 2024 tranche |
| 31,770 shares | 2/28/2024 (2022 grant, 2024 perf set in 2024) | Performance RSUs | Rev $1,215M; EBITDA $85M | Rev $1,251M; EBITDA $120M | 100% of 2024 tranche |
| 124,826 shares | 3/8/2024 | Time-based RSUs | — | — | 25% per year over 4 years |
Program design features: heavy weighting to performance RSUs; clawback policy for incentive comp following restatements; no tax gross-ups; hedging and pledging prohibited .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership | 3,139,441 shares; less than 1% of outstanding |
| Breakdown | 2,804,505 common shares; 334,936 unvested restricted stock (voting rights) |
| Outstanding Unvested Awards (12/31/2024) | 47,655 time-based RSUs (4/21/2022); 144,230 time-based RSUs (3/6/2023); 124,826 time-based RSUs (3/8/2024); 41,609 perf RSUs (3/8/2024); 64,102 perf RSUs (2/28/2024); 31,770 perf RSUs (2/28/2024) |
| 2024 Stock Vested | 321,693 shares; $1,908,051 value realized |
| Hedging/Pledging | Prohibited by insider trading policy; policy against hedging and pledging |
Notes: Performance-based restricted shares received at IPO are eligible to vest based on TPG ROI thresholds; for Pardo only, if terminated without cause or for good reason, such restricted shares remain outstanding and eligible to vest for six months post-termination .
Employment Terms
- Role/Tenure: Chief Legal Officer and Corporate Secretary since 2017; serves as proxy signatory and designated proxy holder alongside CFO for shareholder votes .
- Employment Agreements: Currently employed NEOs (other than Pardo) have employment agreements; Pardo is covered by company policies and equity award terms but not party to an individual employment agreement .
- Restrictive Covenants: All NEOs (other than Varanakis) are subject to confidentiality/assignment plus non-compete/non-solicit; generally 18 months post-termination for non-compete/non-solicit; Pardo also agreed in 2020 sale documents to a 4-year non-compete/non-solicit and 5-year confidentiality period post–May 14, 2020 .
- Severance/Change-in-Control (CIC) Policy: Applies to all current NEOs; outside CIC window (six months pre–CIC to 12 months post–CIC): 12 months base salary; health/dental/insurance premiums for 12 months; for Burdick/Bourdon pro-rata bonus, but not indicated for Pardo . Within CIC window: lump sum 12 months base salary, target bonus, 12 months premiums; full acceleration of unvested time-based awards and performance awards (post–June 9, 2021) at target; pre–June 9, 2021 perf awards vest based on actual performance .
- Estimated Payments (Illustrative as of 12/31/2024): Non-CIC involuntary termination: $350,000 salary continuation; total $350,000 for Pardo . CIC termination: $350,000 salary; $175,000 target bonus; $4,433,143 accelerated LTIP; total $4,958,143 for Pardo . Section 280G “better-of” cut applies .
- Clawback: Adopted November 2023; recovers incentive comp for restatements when prior payout exceeds corrected amount .
- Perquisites/Pension: Limited perqs; 401(k) with company match; no SERP or deferred compensation plans .
Say-on-Pay, Peer Group, Governance Signals
- 2024 Say-on-Pay (June 3, 2024): For 282,059,174; Against 50,777,777; Withhold 3,982,869; Broker non-votes 15,231,864 — annual advisory vote frequency elected (1 year) .
- Compensation Peer Group (2024 design with Pay Governance): Addus HomeCare; agilon health; Astrana Health; Enhabit; GoodRx; Hims & Hers; InnovAge; Option Care Health; Pediatrix; Privia Health; Talkspace; Teladoc .
- Policy Best Practices: No change-in-control tax gross-ups; independent consultant; hedging/pledging prohibitions; clawback policy .
Investment Implications
- Pay-for-performance linkage: Pardo’s cash bonus and PSU vesting are tied to revenue, Adjusted EBITDA, Free Cash Flow, and patient satisfaction, all achieved at or above targets in 2024; his bonus exceeded target ($218,750 vs. $175,000) as metrics met or surpassed plan .
- Alignment and retention: Material beneficial ownership (3.14M shares) and multi-year time-based RSUs vesting through 2027 align incentives; hedging/pledging prohibitions reduce misalignment risk .
- Near-term selling pressure: Q1 vesting of 2024 PSU tranches and annual March time-based RSU vest dates can create predictable windows for potential insider sales; 2024 saw 321,693 shares vest for Pardo ($1.91M value), highlighting liquidity events cadence .
- CIC economics: Double-trigger CIC benefits for Pardo include salary, target bonus, health premiums, and significant equity acceleration (illustrative total ~$4.96M as of 12/31/2024), which may influence retention dynamics amid strategic transaction scenarios .
- Governance: Strong shareholder support on say-on-pay and use of an independent consultant suggest program credibility; clawback adoption and no tax gross-ups are investor-friendly .