Jason R. Bernhard
Acadia Healthcare CompanyAbout Jason R. Bernhard
Jason R. Bernhard (age 59) is an independent director of Acadia Healthcare (ACHC) serving since 2019. He is Global Chief Operating Officer, Financial Advisory; Managing Director; and a Vice Chairman of Investment Banking at Lazard, Inc., with more than 25 years at the firm and prior service as Global Co‑Head of Lazard’s Healthcare Investment Banking group; the Board cites his extensive corporate finance background and general business and financial acumen as core credentials . ACHC’s Board has determined that all directors other than the CEO (Christopher Hunter) are independent under NASDAQ rules, which includes Bernhard .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard, Inc. | Global COO, Financial Advisory; Managing Director; Vice Chairman of Investment Banking | 25+ years | Former Global Co‑Head of Healthcare Investment Banking |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Lazard, Inc. | Senior operating/executive roles (COO Financial Advisory; MD; Vice Chair Investment Banking) | Not disclosed | Prior Global Co‑Head of Healthcare Investment Banking |
Board Governance
- Committee memberships: Finance Committee member; the Finance Committee did not meet during 2024; Waud served as Chair .
- Independence: ACHC reports nine independent directors in 2024; all directors other than the CEO are independent .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting in person .
- Board declassification: ACHC is phasing out its classified board by 2029; 2025 Class II elections are for three-year terms expiring in 2028 .
- Skills matrix (Bernhard): Health Care Industry; Board & Governance; Executive Management; M&A & Strategic Initiatives .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (reported) | $101,990 | Director cash compensation for 2024 as reported |
| Annual Cash Retainer (plan level) | $87,000 | Plan retainer for non‑management directors |
| Finance Committee Member Retainer (plan level) | $15,000 | Annual cash retainer for Finance Committee members |
| Election to take retainer in stock | Elected shares in lieu of annual cash retainer | Bernhard elected to receive shares for his annual cash retainer on May 23, 2024 |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual time‑vesting restricted stock | 2024‑05‑23 | 2,414 | $159,976 | Vests 33⅓% annually over 3 years; grant to all continuing non‑management directors |
| Director annual equity value (plan level) | — | — | $160,000 | Annual grant value target under Directors Plan |
ACHC’s Director Plan provides time‑vesting restricted stock; director equity awards are not tied to performance metrics (no performance‑vesting equity for directors). Dividends on unvested awards are deferred until, and conditioned upon, vesting per plan terms .
Other Directorships & Interlocks
- No current public company directorships for Bernhard are disclosed in the proxy; his biography lists executive roles at Lazard without other public boards .
- Compensation Committee interlocks: ACHC reports none for 2024 (no insider participation or interlocks) .
Expertise & Qualifications
- Corporate finance and M&A: Board cites extensive corporate finance background; skills matrix scores Bernhard in M&A and Board/Governance .
- Healthcare industry exposure: Skills matrix marks Health Care Industry .
- Executive management: Skills matrix marks Executive Management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Jason R. Bernhard | 22,389 | * | Includes 4,669 shares of time‑vesting restricted stock |
- Director stock ownership guidelines: Non‑management directors must hold 5x the annual cash retainer; as of Dec 31, 2024, all non‑management directors not in transition satisfied guidelines .
- Hedging/pledging prohibitions: Insider trading policy prohibits hedging and pledging of ACHC securities; no margin accounts permitted .
Governance Assessment
- Strengths: Independent status; meaningful healthcare/M&A expertise; elected to receive the annual cash retainer in stock, signaling alignment with shareholders; director ownership guidelines met; no related‑party transactions disclosed; no hedging/pledging per policy .
- Engagement watch‑item: Finance Committee (where Bernhard serves) did not meet in 2024—monitor oversight of strategic transactions and capital allocation; however, Board and other committees were active and each director met at least 75% attendance .
- Conflict risk: Senior executive role at Lazard (investment banking) could present perceived conflicts in M&A or financing contexts; ACHC’s proxy reports no related‑party transactions in 2024, and the Audit & Risk Committee oversees related‑party approvals .
- Broader governance signals: 2024 Say‑on‑Pay support was ~98% (reflects shareholder confidence in compensation governance for executives); director compensation capped at $600,000 per year by plan .
All facts and figures above are drawn from Acadia Healthcare Company, Inc.’s 2025 DEF 14A proxy statement.