Christopher H. Hunter
Acadia Healthcare CompanyAbout Christopher H. Hunter
Christopher H. Hunter, age 56, has served as Chief Executive Officer and a director of Acadia Healthcare since April 11, 2022. He previously held senior leadership roles at Humana (President, Group, Military & Specialty; Chief Strategy Officer), was President, Provider Markets at TriZetto, and held roles at BlueCross BlueShield of Tennessee; he holds a BA (highest honors) from UNC–Chapel Hill and an MBA from Harvard Business School . Under Hunter’s tenure, 2024 “Adjusted EBITDA for compensation plans” was $711.3 million versus $680.4 million in 2023, while 2024 revenue used for equity plans was ~$3,154 million; the company added 776 beds in 2024 and ended the year with over 11,850 beds in 262 facilities across 39 states and Puerto Rico . Acadia’s “Pay vs Performance” disclosure shows cumulative TSR “value of $100” at $119 as of 2024 (versus $234 in 2023 and $248 in 2022, base 12/31/2019), reflecting the share performance backdrop within which compensation outcomes were set . Say‑on‑pay support was strong at approximately 98% in 2024, indicating broad shareholder approval of the program design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Humana | President, Group, Military & Specialty; Chief Strategy Officer | 2014–Aug 2021 | Led multi‑unit segment (~$7B revenue; 20M members), M&A and corporate strategy; relevant to scaling and payer relationships . |
| TriZetto | President, Provider Markets | Prior to 2014 (not precisely disclosed) | Technology/operator experience in provider IT solutions, relevant to operational/IT execution at scale . |
| BlueCross BlueShield of Tennessee | Executive roles (not detailed) | Not disclosed | Payer-side leadership background supports contracting and payor strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UNC–Chapel Hill Honors Program | Board of Directors | Current | Academic governance; network/brand benefits . |
| AfterNext HealthTech (NYSE: AFTR) | Board experience | Prior/Recent (timing not specified) | Healthtech insights and public company governance . |
| Availity | Board experience | Prior/Recent (timing not specified) | Health IT network exposure, potential partnership insights . |
| Youth Villages | Board experience | Prior/Recent (timing not specified) | Behavioral youth services mission alignment . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | $1,000,000 | $1,000,000 | $1,020,000 | 2% increase in 2024. |
| Target Annual Bonus (% of Salary) | 100% (employment agreement) | 125% (plan design) | 125% (plan design) | Maximum 250% for CEO . |
| Actual Annual Bonus ($) | $915,202 | $1,653,667 | $967,319 (76% of target) | 2024 below-target payout based on results. |
| Other Cash (Perqs/Other) ($) | $962 | $962 | $1,923 | Perquisites are modest (<$10k) . |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $676.2m | $751.3m | $864.0m | $711.3m | 94.7% |
| Adjusted EPS | 40% | $3.20 | $3.54 | $4.08 | $3.32 | 93.8% |
| Non‑Financial Goals | 20% | – | – | – | – | 95.0% |
| CEO Payout Range | — | 62.5% | 125.0% | 250.0% | Total payout: 76.0% | — |
Key non‑financial goals included employee and patient safety outcomes and technology initiatives (network coverage and cyber maturity) .
Equity Awards and 2024 Outcomes
| Award Type | Grant Date | Granted (Shares) | Vesting | Performance Metrics | 2024 Tranche Earned |
|---|---|---|---|---|---|
| Performance‑Vesting RSUs (2024 LTI) | 6/26/2024 | 37,516 | 1/3 earned each 2024–2026; shares issued at end of 3‑yr term, subject to relative TSR (+/‑25%; capped at 100% if absolute TSR negative) | Annual Adjusted EBITDA (50%) and Revenue (50%); TSR modifier over 3 years | 10,265 shares earned for 2024 portion (4,584 EBITDA; 5,681 Revenue) |
| Time‑Vesting RS (2024 LTI) | 6/26/2024 | 37,516 | 25% per year on 6/26/2025–2028 | Time‑based | N/A |
| Perf‑RSUs (2023 LTI) | 5/9/2023 | 51,871 | 1/3 earned annually 2023–2025 (EPS 50%/EBITDA 50%) | Adjusted EPS & Adjusted EBITDA | 13,124 shares earned for 2024 portion (5,043 EPS; 8,081 EBITDA) |
| Perf‑RSUs (2022 LTI) | 4/11/2022 | 47,323 | 1/3 earned annually 2022–2024 (EPS 50%/EBITDA 50%) | Adjusted EPS & Adjusted EBITDA | 6,672 shares earned for 2024 portion (EPS earned 0; EBITDA 84.6% of portion) |
| Time‑Vesting RS (2023 LTI) | 5/9/2023 | 12,968 (unvested at 12/31/2024) | 1/3 on 5/9/2025–2027 | Time‑based | N/A |
| Time‑Vesting RS (2022 hire) | 4/11/2022 | 6,761 (unvested at 12/31/2024) | 1/2 on 4/11/2025 and 4/11/2026 | Time‑based | N/A |
Design notes:
- 2024 introduced a 3‑year relative TSR payout modifier (+/‑25%), with cap at 100% if absolute TSR is negative .
- For 2024 LTI, 50% PSUs and 50% time‑vesting RS; for executives, targets are set annually for each year within a 3‑year performance/vesting period .
Equity Ownership & Alignment
| Item | Amount / Policy | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 132,761 | Less than 1% of class (“*” in proxy) . |
| Included in Beneficial Ownership | 57,245 time‑vesting RS; 37,393 earned perf‑vesting RS | Earned PSUs may remain unvested until certification/issuance per award terms . |
| Options | None disclosed for CEO | Options shown only for Dr. Khan in 2024 table . |
| Unvested Time‑Vesting RS (as of 12/31/2024) | 6,761; 12,968; 37,516 | Scheduled vest dates noted above . |
| Earned but Unvested Perf‑RSUs (as of 12/31/2024) | 40,748 (2022 award); 24,269 (2023 award) | Vests upon future certification dates . |
| Stock Ownership Guidelines | CEO 5x base salary; others 3x | All NEOs not in transition complied as of 12/31/2024 . |
| Hedging/Pledging | Prohibited (no hedging; no margin/pledging) | Reduces misalignment/forced selling risk. |
Vesting calendar suggests quarterly/annual share releases (notably around April, May, and June) that could create episodic supply; however, policy prohibits pledging, mitigating forced deleveraging risks .
Employment Terms
| Term | Key Economics / Protections | Source |
|---|---|---|
| Start Date & Role | CEO effective April 11, 2022; also elected to Board (Board expanded to 10 seats) | |
| Employment Term | Initial term 4/11/2022–12/31/2027; auto‑renewal for successive 1‑year periods unless either party gives 180‑day notice | |
| Base & Target Bonus | Base salary $1,000,000 at hire (no reduction below $1,000,000 without consent); target cash bonus 100% of salary (max 200%) | |
| Severance (no CoC) | 1.5x (salary + target bonus) in installments over 18 months; COBRA after‑tax premiums for 18 months; pro‑rated PSUs remain outstanding to actual performance | |
| Severance (double‑trigger CoC) | 2.0x (salary + target bonus) lump sum; COBRA after‑tax premiums for 24 months; full vesting of RSUs; pro‑rated PSUs vest at target (performance deemed target) | |
| Non‑Compete/Non‑Solicit | 24 months post‑termination for CEO (reduced to 18 months if terminated without Cause or resigns for Good Reason during CoC period); nationwide scope aligned to markets served | |
| Clawbacks | SOX 304; company clawback (adopted 2015) for fraud/misconduct restatements; 2023 mandatory clawback policy compliant with Rule 10D‑1/Nasdaq 5608 | |
| Retention Award (2025) | One‑time cash retention opportunity: $1,785,000 payable 3/31/2026 (continued employment; exceptions for termination without Cause or Good Reason) |
Board Governance
- Role: CEO and director; not independent; Board had nine independent directors in 2024 (separate Chairman and CEO; Chairman: Reeve B. Waud) .
- Director since: 2022 .
- Committee roles: None disclosed for CEO; committees comprised entirely of non‑management directors .
- Board/Committee activity: Board held 5 meetings in 2024; each director attended ≥75% of meetings of Board/committees served .
- Declassification: Board to be fully declassified by 2029 annual meeting (phased declassification schedule) .
Compensation Structure Analysis
- Pay mix: Approximately 86% of CEO total direct compensation in 2024 was performance‑based (cash incentives and equity), emphasizing long‑term stockholder alignment .
- Design enhancements: 2024 introduced a 3‑year relative TSR modifier (+/‑25%, capped if absolute TSR negative) and set annual operating targets within 3‑year PSU cycles; CEO LTI split 50% PSUs / 50% time‑vesting RS .
- Outcomes vs. performance: Below‑target cash incentive payout (76% of target) and below‑target PSU earnouts for 2022–2024 tranches reflect pay‑for‑performance rigor amidst 2024 underperformance to targets .
- Governance protections: No tax gross‑ups; no option/SAR repricing without shareholder approval; stringent ownership guidelines; hedging/pledging prohibited .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay 2024: Approximately 98% approval, indicating strong shareholder support for the compensation program and its linkage to performance .
- Compensation peer group used for 2024 decisions included Amedisys, AMN Healthcare, Brookdale, Chemed, Encompass, Ensign, Option Care, Pediatrix, Select Medical, Surgery Partners, UHS (established with Pay Governance; transition to WTW began late 2024) .
Performance & Track Record
- Operating expansion: In 2024, Acadia added 776 beds (312 expansions; 464 via four de novo and one JV) and opened nine comprehensive treatment centers; ending capacity exceeded 11,850 beds across 262 facilities in 39 states and Puerto Rico .
- Financial cadence in incentive plans: 2024 Adjusted EBITDA (for plans) of ~$711.3m vs. target $751.4m; 2024 Adjusted EPS (for plans) of $3.32 vs. target $3.54; 2024 revenue (for equity plans) ~$3,154.0m vs. target ~$3,212.7m .
- Pay versus performance context: TSR “value of $100” at $119 for 2024 vs. $234 (2023) and $248 (2022) based on 12/31/2019 base; compensation actually paid (CAP) reflects equity valuation dynamics through 2024 .
Risk Indicators & Red Flags
- Investigations workload: Board authorized one‑time retention awards in January 2025 due to “unprecedented governmental inquiries,” suggesting elevated regulatory scrutiny and management workload (retention risk mitigated via stay‑packages) .
- Policies mitigate risks: Robust clawbacks (SOX 304 and Rule 10D‑1), no hedging/pledging, no option repricing, and double‑trigger CoC mitigate governance risk; no related party transactions reported; Section 16 compliance largely timely .
- Pay ratio: CEO pay ratio 147:1 for 2024, consistent with large healthcare employer benchmarks and indicating broader workforce leverage .
Director Service, Committees, and Dual‑Role Implications
- Board service: Director since 2022; not independent due to CEO role; does not receive additional director compensation .
- Committee roles: None; Board committees (Audit & Risk; Compensation; Nominating & Governance; Quality & Compliance; Finance) are chaired and populated by independent directors .
- Dual‑role implications: Separation of Chair/CEO reduces concentration of power; independent directors meet in executive session; independence safeguards and strong committee structure mitigate typical CEO/Director independence concerns .
Quantitative Summaries
CEO Summary Compensation Table (Proxy Reported)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) | |---|---|---:|---:|---:|---:|---:| | 2022 | 1,000,000 | 4,500,022 | 915,202 | 962 | 6,415,224 | | 2023 | 1,000,000 | 4,749,977 | 1,653,667 | 962 | 7,404,606 | | 2024 | 1,020,000 | 5,099,925 | 967,319 | 1,923 | 7,089,167 |
2024 Incentive Metric Targets and Results (CEO Plan Context)
| Metric (Units) | Threshold | Target | Maximum | Actual | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA (Millions) | 676.2 | 751.3 | 864.0 | 711.3 | Drives 40% of bonus. |
| Adjusted EPS ($) | 3.20 | 3.54 | 4.08 | 3.32 | Drives 40% of bonus. |
| Non‑Financial (Qualitative) | — | — | — | — (95%) | Drives 20% of bonus. |
| Total Payout (% of Target) | — | — | — | 76.0% | CEO payout $967,319 . |
2024 Equity Earnouts by Tranche (Shares)
| Grant | Target Shares | 2024 Tranche Target | Earned on EBITDA | Earned on Revenue/EPS | Total Earned (2024) |
|---|---|---|---|---|---|
| 2024 PSU (Adj. EBITDA/Revenue; TSR modifier at end) | 37,516 | 12,505 | 4,584 | 5,681 | 10,265 |
| 2023 PSU (Adj. EPS/EBITDA) | 51,871 | 17,290 | 8,081 (EBITDA) | 5,043 (EPS) | 13,124 |
| 2022 PSU (Adj. EPS/EBITDA) | 47,323 | 15,775 | 6,672 (EBITDA) | 0 (EPS) | 6,672 |
Investment Implications
- Alignment and discipline: High at‑risk pay (86% of CEO total direct compensation) and below‑target 2024 payouts demonstrate sensitivity to performance; ownership guidelines, no hedging/pledging, and no repricing support long‑term alignment .
- Retention signal: A sizable one‑time retention award payable March 31, 2026 suggests the Board prioritized leadership continuity amid “unprecedented governmental inquiries,” reducing near‑term turnover risk while signaling elevated regulatory workload; watch for updates on inquiries and related legal expenses .
- Vesting and potential supply: Multiple time‑vest tranches (April/May/June annually) and performance tranches deliverable at cycle ends create predictable windows of potential insider selling; however, anti‑pledging policy reduces risk of forced sales .
- Change‑of‑control economics: Double‑trigger CoC with 2.0x salary+target bonus and equity acceleration is standard‑market; not an obvious entrenchment risk, but relevant for M&A scenarios and severance modeling .
- Execution focus: Operating expansion (776 beds added in 2024; footprint >11,850 beds) and LTI metrics centered on Adjusted EBITDA and revenue (with new TSR overlay) keep management focused on profitable growth and shareholder returns; 2024 shortfalls vs targets (and TSR context) should inform near‑term expectations for payout curvature and insider sales around vest dates .