Vaughn Paunovich
About Vaughn Paunovich
Chief Technology Officer at LifeStance Health Group (LFST) effective June 9, 2025, with 25+ years of healthcare technology leadership, including EVP, Enterprise Platforms at Amwell and CIO of Optum Health at UnitedHealth Group (10 years) . LFST’s 2024 operating backdrop: revenue +19% to $1.25B, Adjusted EBITDA +103% to $119.7M, Free Cash Flow $85.7M, net loss improved to ($57.4M), framing pay-for-performance alignment for executives . Appointment announced via 8-K and press release on May 14, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amwell | EVP, Enterprise Platforms | Not disclosed | Led product and technology for digital transformation across patient, clinician, payor and provider orgs . |
| UnitedHealth Group / Optum Health | CIO, Optum Health; various leadership roles | 10 years | Led technology and innovation spanning provider and patient care ecosystem . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $485,000 per annum . |
| Target Annual Bonus | Minimum 65% of base salary; eligible for above-target for exceptional performance; 2025 bonus prorated from start date; goals set by Board/Comp Committee . |
Performance Compensation
| Incentive Type | Key Terms | Vesting / Measurement |
|---|---|---|
| One-time Initial Equity Award | Target grant-date value ≈ $2,000,000 in aggregate; mix of time-based RSUs and performance-based RSUs . | Vesting terms per award agreements under the 2021 Equity Incentive Plan . |
| Annual Equity Awards (ongoing) | Eligible annually, initial target ≈ $1,200,000 . | Terms per equity plan and award agreements . |
Performance metric framework (company context for annual cash bonuses):
| Metric | Weighting | Target | Actual (2024) | Payout Basis | Vesting/Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $85M | $120M | 200% for max; 2024 achieved 150% score | Non-GAAP; bonus pool mechanics reduce if below target . |
| Revenue | 20% | $1,215M | $1,251M | 124% score | . |
| Free Cash Flow | 20% | $0M | $86M | 127% score | Defined as CFO less capex . |
| Patient Satisfaction (NPS) | 20% | 80 | 85 | 125% score | . |
Performance RSU precedent (context): For 2024 grants to NEOs, revenue and Adjusted EBITDA targets each comprised 50% of PSU tranches; 2024 portion vested at 100% of target based on actuals .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 178,571 RSUs awarded June 11, 2025; direct ownership; reported on Form 4 (no cost) . |
| Ownership % of Shares Outstanding | ≈ 0.046% based on 388,882,916 shares outstanding as of April 11, 2025 and 178,571 RSUs . |
| Vested vs. Unvested | Reported RSUs are contingent rights subject to vesting; no vested holdings disclosed as of initial Form 3 (no beneficial ownership) and subsequent RSU grant . |
| Hedging/Pledging | Company policies prohibit hedging and pledging of company stock . |
| Clawback | Dodd-Frank-compliant clawback adopted Nov 2023; incentive comp subject to recovery upon restatement . |
Employment Terms
- Role/Reporting: CTO reporting directly to the CEO; full-time, with ability for outside passive investing; external board service requires prior Board approval .
- Severance (termination by Company other than for cause): 12 months base salary; 12 months COBRA premiums as taxable compensation; 12 months premiums for other Company insurance plans if eligible; wage continuation begins no later than 60 days post-termination; release required .
- Good Reason (examples): Significant diminution in duties or change so CTO no longer reports directly to CEO (subject to cure); other defined triggers; notice within 30 days of condition .
- Change-in-Control Policy participation: Eligible only for severance/benefits upon qualifying termination within CIC window (6 months before to 12 months after CIC). Double-trigger economics: lump sum 12 months base salary, target annual bonus, 12 months insurance premium payments, and full acceleration of unvested time-based and performance-based awards granted on/after June 9, 2021 (performance deemed earned at target and converted to time-based), with pre-2021 performance shares vesting based on actual performance through CIC .
- Restrictive Covenants:
- Non-competition: 18 months post-termination (or 12 months if a court narrows); prohibits service to “Restricted Business” in similar capacities across restricted territory, with de minimis passive holdings allowed .
- Non-solicitation (customers): 18 months; applies to customers engaged/solicited within prior 2 years .
- Non-solicitation/hire (people): 18 months; restrictions on soliciting, hiring, or inducing employees/clinicians; limited carve-outs for general ads/non-clinician third-party providers .
- Confidentiality, IP assignment, non-disparagement, return of company property; whistleblower and trade secret immunities per law .
- Governing Law: Arizona; agreement executed by LFST and Vaughn Paunovich May 12, 2025 (effective upon commencement) .
Investment Implications
- Pay-for-performance and equity alignment: Initial equity grant ($2M target) and ongoing annual equity ($1.2M target) align CTO incentives to LFST value creation; bonus targets set by Board using core KPIs (historically revenue, Adjusted EBITDA, FCF, NPS) .
- Retention risk mitigants: 18-month non-compete/non-solicit and defined Good Reason protections reduce immediate jump-to-competitor risk while providing standard severance economics on involuntary separation .
- Trading signals: Monitor Form 4s for vesting and any sales as RSU tranches settle; current holdings are unvested RSUs (178,571) indicating minimal near-term selling pressure until vest dates; acceleration risk exists under double-trigger CIC (equity vests at target), potentially increasing supply if a transaction occurs .
- Governance safeguards: Prohibitions on hedging/pledging and clawback policy support alignment and reduce shareholder risk related to executive stock practices .
Sources: SEC 8-K (May 14, 2025) and press release on CTO appointment ; LFST Q2 2025 10-Q, Exhibit 10.2 Employment Agreement (compensation, severance, covenants) ; DEF 14A 2025 (bonus framework, CIC policy, governance practices, 2024 performance) ; Form 3 and Form 4 filings (beneficial ownership/RSU grant) .