Teresa DeLuca
About Teresa DeLuca
Teresa DeLuca, M.D., age 59, has served on LifeStance Health Group, Inc.’s Board since March 2024 and is nominated for re‑election at the June 3, 2025 annual meeting to a term ending in 2028 . A physician and healthcare executive, she previously held leadership roles at Magellan Health, Humana, Walgreens, Medco, PRA International, and GSK; she completed her residency at Jefferson Medical College (Thomas Jefferson University) and holds an MBA from Drexel University .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Columbia University – NY Life Science Venture Fund | Managing Director | Jan 2018 – Jan 2023 | Investment leadership in life sciences |
| Columbia University – School of Entrepreneurship | Faculty Advisor | Ongoing (as of proxy) | Venture/entrepreneurship mentorship |
| Icahn School of Medicine at Mount Sinai | Assistant Clinical Professor of Psychiatry | 2014 – 2017 | Academic/clinical psychiatry |
| Magellan Pharmacy Solutions (Magellan Health) | Chief Medical Officer | 2012 – 2014 | Clinical leadership in pharmacy benefits |
| Humana | SVP, Pharmacy Health Solutions | Not disclosed | Payer and pharmacy strategy |
| Walgreens | VP, Clinical Sales Solutions & National Medical Director | Not disclosed | Retail pharmacy clinical leadership |
| Medco | VP, Personalized Medicine; VP, Medical Policy & Clinical Quality | Not disclosed | PBM policy and precision medicine |
| PRA International | Senior Director, Global Product Development Services | Not disclosed | CRO/global development |
| GlaxoSmithKline | Senior Medical Scientist | Not disclosed | Pharma R&D/medical |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Surgery Partners (public) | Director | Since Sept 2016 | Current public company directorship |
| Rejuveron | Director | Since Mar 2022 | Current directorship (private/biotech) |
| North Bud Farms, Inc. | Director | May 2018 – Feb 2020 | Prior public company board |
| 180 LifeSciences | Director | May 2021 – 2023 | Prior public company board |
Board Governance
- Independence: The Board determined Dr. DeLuca is an independent director under Nasdaq rules .
- Committee assignments and leadership:
- Quality & Compliance Committee: Chair; committee members include DeLuca, Robert Bessler, and Seema Verma; the committee met 4 times in 2024 .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Classified board: Dr. DeLuca is a Class I director; nominated for a term ending at the 2028 annual meeting; Board recommends “FOR” her election .
- Governance context: LFST is a “controlled company” under Nasdaq and may rely on exemptions from certain committee independence requirements; Audit Committee remains fully independent per SOX/Nasdaq .
Fixed Compensation (Non‑Employee Director; FY2024)
| Metric | Amount/Detail |
|---|---|
| Cash retainer earned (pro‑rated) | $40,659 |
| Stock awards (grant‑date fair value) | $399,995 |
| Annual RSU grant | 36,363 RSUs granted July 21, 2024; vests at earlier of June 1, 2025 or next annual meeting; full vest on change in control |
| Initial RSU grant (first year) | 35,211 RSUs granted Aug 14, 2024; same vesting terms as above |
| Independent director policy (framework) | $50,000 annual cash; ~$200,000 annual RSUs (pro‑rated first year); ~$400,000 initial RSUs; RSUs vest by next annual meeting; cap $750k/yr ($1.0m first year) |
Performance Compensation
- Non‑employee director compensation does not include performance‑based metrics; RSUs are time‑based and vest at the next annual meeting or first anniversary (whichever is earlier) and fully vest upon a change in control .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Surgery Partners (SGRY) | Public | Director | No LFST‑disclosed interlock with LFST executive/comp committees |
| Rejuveron | Private | Director | No LFST‑disclosed interlock |
| Prior: North Bud Farms; 180 LifeSciences | Public (prior) | Director | Historical roles (no current interlock) |
Expertise & Qualifications
- Physician with leadership across payer, PBM, retail pharmacy, and behavioral health/pharmacy operations (Magellan CMO; Humana SVP; Walgreens; Medco) .
- Academic/entrepreneurial experience (Mount Sinai psychiatry faculty; Columbia venture fund MD and Faculty Advisor) .
- Education: Residency at Jefferson Medical College (Thomas Jefferson University); MBA from Drexel University .
Equity Ownership
| Holder | Beneficial Ownership (as of Apr 11, 2025) | % of Outstanding | Notes |
|---|---|---|---|
| Teresa DeLuca, M.D. | 71,574 | <1% | Consists of 71,574 RSUs scheduled to vest within 60 days of the record date |
- Hedging policy: Company prohibits hedging transactions in company stock by directors, officers, and employees .
- Pledging/ownership guidelines: No director‑specific stock ownership guidelines disclosed in the proxy; no pledging disclosures for Dr. DeLuca in the beneficial ownership section .
Insider Reporting Note
| Date(s) | Form | Description |
|---|---|---|
| Aug 27, 2024; Aug 30, 2024 | Form 4 (late) | Administrative late filings related to RSU issuances (LFST notes delinquent 16(a) reports) |
Governance Assessment
-
Strengths
- Independent director with deep clinical and payer/PBM experience aligned to her role as Chair of the Quality & Compliance Committee; committee met four times in 2024, indicating regular compliance oversight .
- Equity‑heavy director compensation (initial and annual RSUs) supports alignment with shareholders; policy clearly defines vesting and change‑in‑control treatment .
- Board recommends “FOR” her re‑election; adds continuity on a classified board amidst leadership transitions .
-
Watch items / potential red flags
- Controlled company status and sponsor nomination rights can limit the practical influence of independent directors on committee composition and board refreshment—context to monitor for governance risk, though Audit Committee independence is maintained per rules .
- Section 16(a) late Form 4 filings (Aug 2024) for RSU issuances—administrative but worth monitoring for timeliness controls in insider reporting (including new director onboarding processes) .
- Ownership is de minimis relative to shares outstanding (typical for directors, but alignment often assessed via ongoing RSU accumulation rather than open‑market purchases) .
-
Related‑party/Conflict review
- The proxy discloses various related‑party items (e.g., TPG BD debt arrangement fees) but does not disclose any related‑party transactions involving Dr. DeLuca; Audit Committee oversees related‑party approvals under policy .