Brian P. Farley
Acadia Healthcare CompanyAbout Brian P. Farley
Brian P. Farley, age 55, is Executive Vice President, General Counsel and Secretary of Acadia Healthcare (ACHC), joining in July 2023 after serving as Chief Legal Officer and Corporate Secretary at GoHealth and previously EVP, General Counsel and Chief Administrative Officer at Veradigm/Allscripts . Company performance metrics tied to executive pay show 2024 Adjusted EPS of $3.32, Adjusted EBITDA for compensation plan purposes of ~$711.3 million, and revenue of ~$3,154.0 million; equity award tranches earned below target on those results . Pay-versus-performance data indicates cumulative TSR measured from a 2019 base fell to $119 in 2024 (from $234 in 2023 and $248 in 2022), underscoring a challenging year for equity-linked payouts .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GoHealth, Inc. (NASDAQ: GOCO) | Chief Legal Officer and Corporate Secretary | Jun 2020–Jul 2023 | Led legal and corporate secretary functions for a public health insurance marketplace |
| Veradigm Inc. (formerly Allscripts Healthcare Solutions, Inc.) | EVP, General Counsel and Chief Administrative Officer | May 2013–Jun 2020 | Oversaw legal and administrative functions at a healthcare technology company |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $550,000 (as of Jul 26, 2023) | $566,500 (as of Jan 1, 2024) |
| Salary Paid ($) | $217,885 | $566,500 |
| Target Bonus % of Base | 85% | 85% |
| Actual Non-Equity Incentive Paid ($) | $269,416 | $364,268 |
| Retention Bonus Paid ($) | $0 | $400,000 |
| One-time Cash Retention Award (scheduled Mar 31, 2026) ($) | — | $991,375 (service-based) |
Performance Compensation
| Metric (Annual Cash Bonus) | Weighting | Threshold | Target | Actual (2024) | Payout as % of Target (company-level) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $676.2mm | $751.3mm | $711.3mm | 94.7% |
| Adjusted EPS | 40% | $3.20 | $3.54 | $3.32 | 93.8% |
| Non-Financial Goals (safety, IT) | 20% | — | — | Achieved | 95.0% |
| Equity Awards | 2023 | 2024 |
|---|---|---|
| Performance-Vesting RSUs granted (units) | 10,000 | 10,445 |
| Time-Vesting Restricted Stock granted (units) | — | 10,445 |
| 2024 PSU tranche: Target shares subject to 2024 performance | 3,333 | 3,482 |
| 2024 PSU tranche: Shares earned (EPS) | 972 | 1,278 |
| 2024 PSU tranche: Shares earned (EBITDA) | 1,558 | 1,583 |
| 2024 PSU tranche: Total shares earned | 2,530 | 2,861 |
- 2024 PSUs vest over 3 years with annual performance tests on Adjusted EBITDA and revenue, then subject to a 3-year relative TSR modifier (+/–25% cap; cannot increase payout if absolute TSR is negative) before final share release at the end of the term .
- 2024 time-vesting restricted stock vests 25% annually on each of the four anniversaries of June 26, 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 34,416 shares; less than 1% of outstanding |
| Composition | Includes 23,945 time-vesting restricted stock and 7,210 earned performance-vesting restricted stock; balance in common shares |
| Outstanding and unvested awards (selected) | 13,500 time-vesting RS (vesting annually Jul 26, 2025–2027) |
| Earned but unvested PSUs (2023 grant) | 4,680 shares (scheduled for 2026 certification/vesting) |
| 2024 awards outstanding | 10,445 time-vesting RS; 10,445 PSUs (target) |
| Ownership guidelines | Required: 3x base salary; all NEOs not in transition met guidelines as of Dec 31, 2024 |
| Hedging/pledging | Prohibited; directors and officers may not pledge or hold securities in margin accounts |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment start date | Appointed EVP, General Counsel and Secretary effective July 26, 2023 |
| Non-compete | 12 months post-employment; applies to businesses deriving ≥25% of revenue from behavioral health or units that compete with ACHC where ACHC operates; carve-outs noted |
| Non-solicit | 12 months post-employment (employees, contractors, customers/suppliers) |
| Severance (termination without Cause or resignation for Good Reason) | Base salary through termination date, accrued amounts, 12 months of base salary, target annual cash bonus (1x), prorated current-year bonus at actuals, prior-year bonus if unpaid, COBRA premiums reimbursement; time-based equity vests fully; performance-based equity remains outstanding subject to actual performance |
| Change-of-control treatment | For Dixon/Farley/Khan, severance terms do not distinguish CoC from other terminations (i.e., no separate double-trigger multiple); Hunter has distinct CoC periods with different multiples |
Investment Implications
- Pay-for-performance alignment: 2024 bonuses and PSUs paid below target (76% bonus payout; PSUs earned below target) on sub-target Adjusted EPS/EBITDA, indicating discipline in incentive outcomes .
- Vesting and potential selling pressure: Time-based RS grants vest annually (e.g., June 26 and July 26 anniversaries), and earned PSU tranches accumulate until final release after the 3-year term, creating predictable vest dates that may influence insider selling windows .
- Retention risk and signals: Board authorized one-time cash retention awards in Jan 2025 due to “unprecedented governmental inquiries,” with Farley eligible for $991,375 payable Mar 31, 2026 conditional on continued employment—supports near-term retention but highlights regulatory workload and potential overhang .
- Alignment and governance: Prohibitions on hedging/pledging, robust clawback policies, ownership guidelines met, and 98% say-on-pay approval in 2024 collectively reduce governance risk and support investor confidence .
- Peer benchmarking: Compensation benchmarked against a healthcare services peer set (e.g., UHS, Encompass, AMN, Select Medical), with half of long-term equity delivered as PSUs tied to EBITDA/revenue and a relative TSR modifier added in 2024, reinforcing competitive and performance-based design .
Compensation Committee: Independent composition (Miquelon, Fucci, Gregg); seven meetings in 2024; use of independent consultants (transitioning from Pay Governance to WTW) .
Say-on-pay: 98% approval at 2024 annual meeting, signaling strong shareholder support for the program .