Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | ACADIA HEALTHCARE COMPANY, INC. |
Entity Central Index Key | 0001520697 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 10, 2022 | Dec. 31, 2022 | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Pay vs Performance Disclosure | ||||||
Pay vs Performance Disclosure, Table | Pay Versus Performance The following sets forth certain information regarding compensation actually paid to our Named Executive Officers during 2023 compared to certain measures of our financial performance: Year Summary Comp. Table Total for CEO Comp. Actually Paid to CEO (3) Average Summary Comp. Table Total for Non-CEO NEOs (4) Average Comp. Actually Paid to Non-CEO NEOs (3) Value of Initial Fixed $100 Investment Based On: Net (Loss) Income (in thousands) Adjusted EPS (7) Christopher H. (1) Debra K. (2) Christopher H. Hunter (1) Debra K. Osteen (2) TSR (5) Peer Group TSR (6) 2023 $ 7,404,606 $ N/A $ 8,352,752 $ N/A $ 3,289,184 $ 1,079,088 $ 234 $ 124 $ (15,661) $ 3.51 2022 6,415,224 2,620,043 8,482,132 17,102,308 3,040,751 9,817,787 248 118 280,033 3.19 2021 N/A 9,853,107 N/A 29,812,731 3,656,112 8,870,858 183 147 195,562 2.70 2020 N/A 5,131,395 N/A 17,648,915 2,604,425 6,550,425 151 134 (669,199) 2.81 (1) Mr. Hunter was appointed Chief Executive Officer effective April 11, 2022. (2) Ms. Osteen retired as Chief Executive Officer effective April 11, 2022. (3) To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: CEO SCT Table to CAP Reconciliation: Name Year SCT Total Deductions from SCT Total (a) Additions to SCT Total (b) CAP Christopher H. Hunter 2023 $ 7,404,606 $ 4,749,977 $ 5,698,123 $ 8,352,752 2022 6,415,224 4,500,022 6,566,930 8,482,132 Debra K. Osteen 2023 – – – – 2022 2,620,043 1,059,857 15,542,122 17,102,308 2021 9,853,107 6,989,753 26,949,377 29,812,731 2020 5,131,395 2,789,779 15,307,298 17,648,915 Average Non-CEO NEOs SCT Table to CAP Reconciliation: Year SCT Total Deductions from SCT Total (a) Additions to SCT Total (b) CAP 2023 $3,289,184 $2,503,492 $ 293,396 $1,079,088 2022 3,040,751 1,720,243 8,497,279 9,817,787 2021 3,656,112 1,963,594 7,178,340 8,870,858 2020 2,604,425 1,116,717 5,062,717 6,550,425 (a) Represents the grant date fair value of equity-based awards granted each year calculated in accordance with ASC 718. (b) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the table below. For performance-vesting restricted stock unit awards, fair value amounts have been computed consistent with the methodology used in the Company’s Consolidated Financial Statements as of December 31, 2020, 2021, 2022 and 2023, respectively. Equity Component of CAP: Christopher H. Hunter Year Fair Value of Current Year Equity Awards at Year End Change in Value of Prior Years’ Awards Unvested at Year End Change in Value of Prior Years’ Awards That Vested in the Year Equity Value Included in CAP 2023 $ 6,050,233 $ (321,521) (30,589) $ 5,698,123 2022 6,566,930 - - 6,566,930 2021 - - - - 2020 - - - - Debra K. Osteen Year Fair Value of Current Year Equity Awards at Year End Change in Value of Prior Years’ Awards Unvested at Year End Change in Value of Prior Years’ Awards That Vested in the Year Equity Value Included in CAP 2023 - - - - 2022 $ 9,972,986 $ 7,341,244 $ (1,772,108) $ 15,542,122 2021 23,567,139 3,215,353 166,885 26,949,377 2020 13,014,224 533,148 1,759,927 15,307,298 Average Non-CEO NEOs Year Fair Value of Current Year Equity Awards at Year End Change in Value of Prior Years’ Awards Unvested at Year End Change in Value of Prior Years’ Awards That Vested in the Year Fair Value of Forfeited Awards at Prior Year End Equity Value Included in CAP 2023 $ 2,182,972 $ (89,974) (255,921) (1,543,681) $ 293,396 2022 5,228,345 3,399,089 (130,155) - 8,497,279 2021 5,891,861 1,147,507 138,972 - 7,178,340 2020 4,691,771 419,942 (48,996) - 5,062,717 (4) The Named Executive Officers, other than the CEO, reflected in the Pay Versus Performance table represent the following individuals for each of the years listed below 2020 2021 2022 2023 David M. Duckworth David M. Duckworth David M. Duckworth Heather Dixon Christopher L. Howard Christopher L. Howard Christopher L. Howard Brian P. Farley John S. Hollinsworth John S. Hollinsworth John S. Hollinsworth John S. Hollinsworth Laurence L. Harrod Laurence L. Harrod Laurence L. Harrod David M. Duckworth Laurence L. Harrod (5) An investment of $100 is assumed to have been made in our Common Stock as of December 31, 2019. TSR was calculated by multiplying the initial investment of $100 by the quotient of the closing price of our Common Stock on December 31, 2020, 2021, 2022 and 2023, divided by our closing price on December 31, 2019. (6) Reflects the cumulative total stockholder return for the S&P Health Care Services Select Industry Index (the “S&P HC Index”). An investment of $100 is assumed to have been made in the S&P HC Index as of December 31, 2019. Peer Group TSR was calculated by multiplying the initial investment of $100 by the quotient of the closing price of the S&P HC Index on December 31, 2020, 2021, 2022 and 2023 divided by the closing price on December 31, 2019, with dividends reinvested at the time they are paid. (7) Adjusted EPS is a non-GAAP financial measure and the core long-term metric we use for purposes of evaluating performance for our compensation program, as further described in the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation - Annual Non - | |||||
Company Selected Measure Name | Adjusted EPS | |||||
Named Executive Officers, Footnote | (1) Mr. Hunter was appointed Chief Executive Officer effective April 11, 2022. (2) Ms. Osteen retired as Chief Executive Officer effective April 11, 2022. (4) The Named Executive Officers, other than the CEO, reflected in the Pay Versus Performance table represent the following individuals for each of the years listed below 2020 2021 2022 2023 David M. Duckworth David M. Duckworth David M. Duckworth Heather Dixon Christopher L. Howard Christopher L. Howard Christopher L. Howard Brian P. Farley John S. Hollinsworth John S. Hollinsworth John S. Hollinsworth John S. Hollinsworth Laurence L. Harrod Laurence L. Harrod Laurence L. Harrod David M. Duckworth Laurence L. Harrod | |||||
Peer Group Issuers, Footnote | (6) Reflects the cumulative total stockholder return for the S&P Health Care Services Select Industry Index (the “S&P HC Index”). An investment of $100 is assumed to have been made in the S&P HC Index as of December 31, 2019. Peer Group TSR was calculated by multiplying the initial investment of $100 by the quotient of the closing price of the S&P HC Index on December 31, 2020, 2021, 2022 and 2023 divided by the closing price on December 31, 2019, with dividends reinvested at the time they are paid. | |||||
Adjustment To PEO Compensation, Footnote | (3) To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: CEO SCT Table to CAP Reconciliation: Name Year SCT Total Deductions from SCT Total (a) Additions to SCT Total (b) CAP Christopher H. Hunter 2023 $ 7,404,606 $ 4,749,977 $ 5,698,123 $ 8,352,752 2022 6,415,224 4,500,022 6,566,930 8,482,132 Debra K. Osteen 2023 – – – – 2022 2,620,043 1,059,857 15,542,122 17,102,308 2021 9,853,107 6,989,753 26,949,377 29,812,731 2020 5,131,395 2,789,779 15,307,298 17,648,915 (a) Represents the grant date fair value of equity-based awards granted each year calculated in accordance with ASC 718. (b) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the table below. For performance-vesting restricted stock unit awards, fair value amounts have been computed consistent with the methodology used in the Company’s Consolidated Financial Statements as of December 31, 2020, 2021, 2022 and 2023, respectively. Equity Component of CAP: Christopher H. Hunter Year Fair Value of Current Year Equity Awards at Year End Change in Value of Prior Years’ Awards Unvested at Year End Change in Value of Prior Years’ Awards That Vested in the Year Equity Value Included in CAP 2023 $ 6,050,233 $ (321,521) (30,589) $ 5,698,123 2022 6,566,930 - - 6,566,930 2021 - - - - 2020 - - - - Debra K. Osteen Year Fair Value of Current Year Equity Awards at Year End Change in Value of Prior Years’ Awards Unvested at Year End Change in Value of Prior Years’ Awards That Vested in the Year Equity Value Included in CAP 2023 - - - - 2022 $ 9,972,986 $ 7,341,244 $ (1,772,108) $ 15,542,122 2021 23,567,139 3,215,353 166,885 26,949,377 2020 13,014,224 533,148 1,759,927 15,307,298 | |||||
Non-PEO NEO Average Total Compensation Amount | $ 3,289,184 | $ 3,040,751 | $ 3,656,112 | $ 2,604,425 | ||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,079,088 | 9,817,787 | 8,870,858 | 6,550,425 | ||
Adjustment to Non-PEO NEO Compensation Footnote | (3) To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: Average Non-CEO NEOs SCT Table to CAP Reconciliation: Year SCT Total Deductions from SCT Total (a) Additions to SCT Total (b) CAP 2023 $3,289,184 $2,503,492 $ 293,396 $1,079,088 2022 3,040,751 1,720,243 8,497,279 9,817,787 2021 3,656,112 1,963,594 7,178,340 8,870,858 2020 2,604,425 1,116,717 5,062,717 6,550,425 (a) Represents the grant date fair value of equity-based awards granted each year calculated in accordance with ASC 718. (b) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the table below. For performance-vesting restricted stock unit awards, fair value amounts have been computed consistent with the methodology used in the Company’s Consolidated Financial Statements as of December 31, 2020, 2021, 2022 and 2023, respectively. Equity Component of CAP: Average Non-CEO NEOs Year Fair Value of Current Year Equity Awards at Year End Change in Value of Prior Years’ Awards Unvested at Year End Change in Value of Prior Years’ Awards That Vested in the Year Fair Value of Forfeited Awards at Prior Year End Equity Value Included in CAP 2023 $ 2,182,972 $ (89,974) (255,921) (1,543,681) $ 293,396 2022 5,228,345 3,399,089 (130,155) - 8,497,279 2021 5,891,861 1,147,507 138,972 - 7,178,340 2020 4,691,771 419,942 (48,996) - 5,062,717 | |||||
Compensation Actually Paid vs. Total Shareholder Return | Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the sections entitled “COMPENSATION DISCUSSION AND ANALYSIS” and “EXECUTIVE COMPENSATION,” our executive compensation program reflects a variable pay-for-performance philosophy, with a significant emphasis on long-term performance and stockholder value creation Comparison of Compensation Actually Paid and Company TSR The following graph reflects the relationship between our CEO and average non-CEO NEO “compensation actually paid” versus our cumulative TSR, assuming an initial fixed investment of $100 on December 31, 2019, for the years ended December 31, 2020, 2021, 2022 and 2023. | |||||
Compensation Actually Paid vs. Net Income | Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the sections entitled “COMPENSATION DISCUSSION AND ANALYSIS” and “EXECUTIVE COMPENSATION,” our executive compensation program reflects a variable pay-for-performance philosophy, with a significant emphasis on long-term performance and stockholder value creation Comparison of Compensation Actually Paid and Net Income The following graph reflects the relationship between our CEO and average non-CEO NEO “compensation actually paid” and our net income for the years ended December 31, 2020, 2021, 2022 and 2023. | |||||
Compensation Actually Paid vs. Company Selected Measure | Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the sections entitled “COMPENSATION DISCUSSION AND ANALYSIS” and “EXECUTIVE COMPENSATION,” our executive compensation program reflects a variable pay-for-performance philosophy, with a significant emphasis on long-term performance and stockholder value creation Comparison of Compensation Actually Paid and Adjusted EPS The following graph reflects the relationship between our CEO and average non-CEO NEO “compensation actually paid” and the our Adjusted EPS for the years ended December 31, 2020, 2021, 2022 and 2023. | |||||
Total Shareholder Return Vs Peer Group | Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the sections entitled “COMPENSATION DISCUSSION AND ANALYSIS” and “EXECUTIVE COMPENSATION,” our executive compensation program reflects a variable pay-for-performance philosophy, with a significant emphasis on long-term performance and stockholder value creation Comparison of Company TSR and Peer Group TSR The following graph reflects the relationship between the our TSR and the TSR of the peer group presented for this purpose, the S&P HC Index. | |||||
Tabular List, Table | Financial Performance Measures As further described in the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation,” the Company’s executive compensation program is heavily weighted to performance-based pay, with a significant emphasis on long-term performance and stockholder value creation. The Company primarily uses two core metrics for both its long-term and short-term incentive awards: Adjusted EPS and Adjusted EBITDA. The Company uses Adjusted EPS and Adjusted EBITDA to determine annual cash incentive awards and performance-based equity awards because they are important measures of our performance and the performance of our management, they drive our success and growth and they are key criteria by which management plans and analyzes our business. In addition, the Company uses certain non-financial measures to determine annual cash incentive awards in order to incentivize and align achievement for certain key qualitative metrics. Therefore, the most important financial performance measures (and only financial measures used in current plans/awards) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: ● Adjusted EPS ● Adjusted EBITDA | |||||
Total Shareholder Return Amount | $ 234 | 248 | 183 | 151 | ||
Peer Group Total Shareholder Return Amount | 124 | 118 | 147 | 134 | ||
Net Income (Loss) | $ (15,661,000) | $ 280,033,000 | $ 195,562,000 | $ (669,199,000) | ||
Company Selected Measure Amount | $ / shares | 3.51 | 3.19 | 2.7 | 2.81 | ||
PEO Name | Ms. Osteen | Mr. Hunter | Mr. Hunter | Ms. Osteen | Ms. Osteen | |
Measure:: 1 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Adjusted EPS | |||||
Non-GAAP Measure Description | (7) Adjusted EPS is a non-GAAP financial measure and the core long-term metric we use for purposes of evaluating performance for our compensation program, as further described in the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation - Annual Non - | |||||
Measure:: 2 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Adjusted EBITDA | |||||
Christopher H. Hunter [Member] | ||||||
Pay vs Performance Disclosure | ||||||
PEO Total Compensation Amount | $ 7,404,606 | $ 6,415,224 | ||||
PEO Actually Paid Compensation Amount | 8,352,752 | 8,482,132 | ||||
Debra K. Osteen [Member] | ||||||
Pay vs Performance Disclosure | ||||||
PEO Total Compensation Amount | 0 | 2,620,043 | $ 9,853,107 | $ 5,131,395 | ||
PEO Actually Paid Compensation Amount | 0 | 17,102,308 | 29,812,731 | 17,648,915 | ||
PEO | Christopher H. Hunter [Member] | Grant Date Fair Value of Equity-Based Awards Granted [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (4,749,977) | (4,500,022) | ||||
PEO | Christopher H. Hunter [Member] | Equity Value Included in CAP [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 5,698,123 | 6,566,930 | 0 | 0 | ||
PEO | Christopher H. Hunter [Member] | Fair Value of Current Year Equity Awards at Year End [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 6,050,233 | 6,566,930 | 0 | 0 | ||
PEO | Christopher H. Hunter [Member] | Change in Value of Prior Years’ Awards Unvested at Year End [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (321,521) | 0 | 0 | 0 | ||
PEO | Christopher H. Hunter [Member] | Change in Value of Prior Years’ Awards That Vested in the Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (30,589) | 0 | 0 | 0 | ||
PEO | Debra K. Osteen [Member] | Grant Date Fair Value of Equity-Based Awards Granted [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 0 | (1,059,857) | (6,989,753) | (2,789,779) | ||
PEO | Debra K. Osteen [Member] | Equity Value Included in CAP [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 0 | 15,542,122 | 26,949,377 | 15,307,298 | ||
PEO | Debra K. Osteen [Member] | Fair Value of Current Year Equity Awards at Year End [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 0 | 9,972,986 | 23,567,139 | 13,014,224 | ||
PEO | Debra K. Osteen [Member] | Change in Value of Prior Years’ Awards Unvested at Year End [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 0 | 7,341,244 | 3,215,353 | 533,148 | ||
PEO | Debra K. Osteen [Member] | Change in Value of Prior Years’ Awards That Vested in the Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 0 | (1,772,108) | 166,885 | 1,759,927 | ||
Non-PEO NEO | Grant Date Fair Value of Equity-Based Awards Granted [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (2,503,492) | (1,720,243) | (1,963,594) | (1,116,717) | ||
Non-PEO NEO | Equity Value Included in CAP [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 293,396 | 8,497,279 | 7,178,340 | 5,062,717 | ||
Non-PEO NEO | Fair Value of Current Year Equity Awards at Year End [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 2,182,972 | 5,228,345 | 5,891,861 | 4,691,771 | ||
Non-PEO NEO | Change in Value of Prior Years’ Awards Unvested at Year End [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (89,974) | 3,399,089 | 1,147,507 | 419,942 | ||
Non-PEO NEO | Change in Value of Prior Years’ Awards That Vested in the Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (255,921) | (130,155) | 138,972 | (48,996) | ||
Non-PEO NEO | Fair Value of Forfeited Awards at Prior Year End [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | $ (1,543,681) | $ 0 | $ 0 | $ 0 |