R. David Kelly
Acadia Healthcare CompanyAbout R. David Kelly
R. David Kelly (age 61) has served on Acadia Healthcare’s Board since 2022. He is founder and managing partner of StraightLine Realty Partners (since 2011) and previously was a founding partner of Carleton Residential Properties (1996–2011). He also founded Croesus and Company, Serra Real Estate Capital, LLC, Circuit Avenue Advisors, and Atwood Management; and has served on major institutional boards including trustee and Chairman of the Teacher Retirement System of Texas (2007–2017). Current external governance roles include director/trustee at Invesco Commercial Real Estate Finance Trust, Inc., Children’s Medical Center (Dallas) Foundation, and the Dallas Police and Fire Pension Fund .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StraightLine Realty Partners | Founder & Managing Partner | 2011–Present | Alternative investment platform; real estate/finance expertise |
| Carleton Residential Properties | Founding Partner | 1996–2011 | Residential real estate; corporate finance background |
| Teacher Retirement System of Texas | Trustee & Chairman | 2007–2017 | Led large institutional investor board governance |
| Croesus and Company; Serra Real Estate Capital, LLC; Circuit Avenue Advisors; Atwood Management | Founder | Not disclosed | Multiple real estate/investment ventures, strategic finance capabilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Invesco Commercial Real Estate Finance Trust, Inc. | Director/Trustee | Current | Real estate finance oversight |
| Children’s Medical Center (Dallas) Foundation | Director/Trustee | Current | Healthcare philanthropy governance |
| Dallas Police and Fire Pension Fund | Director/Trustee | Current | Public fund fiduciary oversight |
Board Governance
- Independence: The Board determined all directors other than the CEO (Christopher Hunter) are independent; Kelly is independent .
- Committees: Member, Audit and Risk Committee (appointed Feb 22, 2024) and Nominating & Governance Committee; designated an “audit committee financial expert,” financially literate per SEC/NASDAQ rules .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of Board and committee meetings on which they served. All directors attended the 2024 annual meeting .
- Board structure: Classified board with declassification plan; directors will stand for annual election beginning in 2029 (phased approach through 2028) .
- Executive sessions: Independent directors meet in executive session as required by NASDAQ rules .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash fees | $112,000 | Base retainer $87,000 + Audit member $15,000 + Nominating member $10,000 |
| Equity (time-vesting RS) | $159,976 | Annual RS grant valued at $160,000; 2,414 shares granted May 23, 2024 |
| Total director pay | $271,976 | Cash + equity for 2024 |
- Directors Plan highlights: annual cash retainer $87,000; committee retainers (Audit member $15,000; Nominating member $10,000); annual RS grant of $160,000 with 3-year vesting (33⅓% per year). Chairman retainer $125,000 if non-management; Lead Director retainer $45,000 if applicable .
Performance Compensation
- Directors do not receive performance-based equity or cash incentives; equity is time-vesting RS without performance metrics .
| Equity Grant Detail | 2024 | Notes |
|---|---|---|
| Grant date | May 23, 2024 | Annual director RS grant |
| Shares granted | 2,414 | Time-vesting restricted stock |
| Fair value per share | $66.27 | Prior-day closing price basis |
| Vesting | 33⅓% per year over 3 years | Director Plan standard |
Other Directorships & Interlocks
- Current public/private boards: Invesco Commercial Real Estate Finance Trust, Inc.; Children’s Medical Center (Dallas) Foundation; Dallas Police and Fire Pension Fund .
- Compensation committee interlocks: None reported; no reciprocal interlocks involving ACHC executives .
Expertise & Qualifications
- Real estate and corporate finance leader with multi-decade experience; founded and led multiple investment/real estate firms .
- Audit committee financial expert; financial literacy under SEC/NASDAQ .
- Institutional fiduciary experience (TRS of Texas Chair) .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 8,072 | Includes RS counted per SEC rules |
| Ownership (% of outstanding) | <1% | Based on 92,127,804 shares outstanding |
| Time-vesting restricted stock held | 4,594 shares | As of Dec 31, 2024 |
| Stock ownership guideline | 5× annual cash retainer for directors | Directors must meet within 5 years; restricted shares count toward compliance |
| Guideline compliance | Met (as of 12/31/2024 for all non-management directors not in transition) | Company disclosure |
| Hedging/pledging | Prohibited by policy | No hedging or pledging permitted |
Insider Trades
| Date of Award | Form 4 Filing Date | Security | Shares | Note |
|---|---|---|---|---|
| May 23, 2024 | May 31, 2024 | Time-vesting RS (annual director grant) | 2,414 | Company disclosed a late Section 16(a) filing for this award |
Governance Assessment
- Strengths: Independent director; audit committee financial expert; active roles on Audit and Nominating committees; solid meeting attendance; equity-heavy director pay (~59% equity), aligning interests; stringent director stock ownership guidelines (met); anti-hedging/pledging policy; no related-party transactions disclosed .
- Structural signal: Board declassification by 2029 should enhance annual accountability to shareholders over time .
- RED FLAGS: Minor—late Section 16(a) filing of Form 4 for the May 23, 2024 RS award (filed May 31, 2024). No related-party transactions or consultant conflicts noted; compensation committee interlocks not present .
Overall, Kelly’s committee assignments (Audit/Nominating), financial expertise, independence, and equity-aligned compensation support board effectiveness. The only noted issue is a single late ownership report; otherwise, disclosures indicate robust governance policies and alignment for investor confidence .