Michael J. Fucci
Acadia Healthcare CompanyAbout Michael J. Fucci
Michael J. Fucci (age 66) has served on Acadia Healthcare’s Board since 2020 and is a Class III director with a term expiring in 2026 . He is an independent director under NASDAQ rules and has been designated an “audit committee financial expert” by the Board . Prior to retiring in September 2020, he was Chairman Emeritus of Deloitte U.S., previously serving as Executive Chairman (2015–2019) and COO of Deloitte Consulting (2009–2015), and he sat on both Deloitte U.S. and Deloitte Global boards; he also established and co-chaired the Board Leadership Forum for Fortune 500 board chairs/lead directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte U.S. | Chairman Emeritus | To Sept 2020 | Senior governance influence; board experience |
| Deloitte U.S. | Executive Chairman | 2015–2019 | Led firm-wide strategy and governance |
| Deloitte Consulting | Chief Operating Officer | 2009–2015 | Operational leadership |
| Deloitte U.S. / Deloitte Global | Board Member | Various since 2003 | Established/co-chaired Board Leadership Forum for Fortune 500 chairs/lead directors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flotek Industries, Inc. (NYSE: FTK) | Director | Current | Energy/chemicals; unrelated to ACHC’s healthcare operations |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Mr. Fucci is independent .
- Committees and roles (2024):
- Audit & Risk Committee: Member; committee met 5 times in 2024; Fucci designated an “audit committee financial expert”; Chair: William F. Grieco .
- Compensation Committee: Member; committee met 7 times in 2024; Chair: Wade D. Miquelon .
- Finance Committee: Member; did not meet in 2024; Chair: Reeve B. Waud .
- Not a member of the Nominating & Governance Committee or Quality & Compliance Committee .
- Attendance and engagement: The Board held 5 meetings in 2024, and each director attended at least 75% of Board and committee meetings of the committees on which they served; all directors attended the 2024 annual meeting in person .
- Executive sessions: Independent directors meet in executive sessions as required by NASDAQ .
- Skills matrix: Fucci is cited for Health Care Industry; Board & Governance; Executive Management; Audit/Finance & Legal/Risk Management; M&A & Strategic Initiatives; Information Technology/Digital expertise .
Fixed Compensation
| Component (2024) | Amount | Basis/Notes |
|---|---|---|
| Annual Board cash retainer | $87,000 | Standard non-management director retainer |
| Audit & Risk Committee member retainer | $15,000 | Member (not Chair) |
| Compensation Committee member retainer | $12,500 | Member (not Chair) |
| Finance Committee member retainer | $15,000 | Member (not Chair) |
| Reported 2024 cash fees earned | $129,500 | Matches component sum (87,000+15,000+12,500+15,000) |
| Chairman/Lead Director retainers | N/A | Chairman is Waud; Lead Director retainer applies only “if applicable” |
- Policy details: Annual cash retainers are paid on the annual meeting date; directors may elect to receive retainers in stock; reimbursement for travel/out-of-pocket expenses is provided .
Performance Compensation
| Equity Grant Type | Value / Shares | Vesting / Conditions | Timing |
|---|---|---|---|
| Annual time-vesting restricted stock (RS) | $160,000 value | Vests 33⅓% per year over 3 years | Granted on annual meeting date |
| 2024 director RS award | 2,414 shares (grant-date value $159,976) | Time-based vesting (no performance metrics) | Granted May 23, 2024 |
| Election to take cash in stock | Allowed at prior election; fully vested shares issued in lieu of cash retainers | Shares in lieu of cash are fully vested; subject to blackout/election rules | Annual meeting date issuance |
- No performance metrics (e.g., TSR, EBITDA) apply to non-management director equity; awards are time-vesting only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Flotek Industries, Inc. (NYSE: FTK) – Director |
| Compensation committee interlocks | None; ACHC Compensation Committee comprised of independent directors (Gregg, Fucci, Miquelon) and there were no interlocks with other entities’ executives serving on ACHC board/comp committee |
| Audit firm | Ernst & Young LLP; Audit & Risk Committee pre-approves and oversees independence; no conflict noted tied to Fucci’s Deloitte background |
Expertise & Qualifications
- Financial/audit expertise including legal/risk management; designated audit committee financial expert .
- Executive management and governance experience from Deloitte U.S./Global boards and chair roles .
- M&A/strategic initiatives, IT/digital, and healthcare industry familiarity per Board skills matrix .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 14,789 | Includes shares deemed outstanding for RSUs/options exercisable within 60 days |
| Time-vesting restricted stock held (as of 12/31/2024) | 4,669 shares | Director RS awards vest 33⅓% per year |
| Annual director award granted (2024) | 2,414 RS shares | Granted May 23, 2024 |
| Shares outstanding (for % calc) | 92,127,804 | Common stock outstanding on April 1, 2025 |
| Ownership as % of shares outstanding (approx.) | ~0.016% | Calculated: 14,789 / 92,127,804; proxy reports “<1%” for directors |
| Stock ownership guidelines | Directors: 5× annual cash retainer; all non-management directors not in transition satisfied guidelines as of 12/31/2024 |
- Hedging/pledging: Company policy prohibits hedging, short-selling, and pledging/margin accounts for directors/officers .
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) compliance (timeliness) | No delinquent filings reported for Fucci in 2024 | Proxy lists late filings for N. Khan and R.D. Kelly; Fucci not listed |
| Form 4 transactions | Not enumerated in proxy | Section discloses compliance status; specific trade details not provided in reviewed sections |
Governance Assessment
- Board effectiveness: Fucci brings deep governance and talent strategy credentials from Deloitte and is active across finance-related oversight (Audit & Risk) and compensation design (Compensation), aligning with ACHC’s risk and pay-for-performance frameworks .
- Independence and financial rigor: Independent status and “audit committee financial expert” designation strengthen investor confidence in financial reporting and related-party oversight; Audit & Risk explicitly reviews related-party transactions and enterprise risk .
- Engagement: Committee meeting cadence (Audit 5; Compensation 7) and ≥75% attendance indicate active involvement; all directors attended the annual meeting .
- Alignment: Director pay mix combines fixed retainers with time-vested equity; ownership guidelines (5× cash retainer) are met, and hedging/pledging is barred—positive alignment with shareholders .
- Signals: 2024 say‑on‑pay support was ~98%, suggesting shareholder approval of compensation governance; equity plan amendment increases capacity but maintains anti-repricing provisions—discipline on equity practices .
RED FLAGS
- None specific to Fucci disclosed: no related-party transactions involving him identified in reviewed proxy sections; no hedging/pledging; no compensation interlocks .
- Watchpoints: ACHC awarded one-time executive retention bonuses in early 2025 amid “unprecedented governmental inquiries,” increasing oversight demands on Audit & Risk; Fucci’s committee roles put him at the center of these governance responses .