Reeve B. Waud
Acadia Healthcare CompanyAbout Reeve B. Waud
Independent Chairman of the Board at Acadia Healthcare (ACHC); age 61; director since 2005; Lead Director (2012–2018) and Chairman since December 2018. Founder and Managing Partner of Waud Capital Partners (WCP) since 1993; prior roles at GTCR (investment professional) and Salomon Brothers (Corporate Finance; founding member of Venture Capital Group). Current non-profit governance roles include Northwestern Memorial HealthCare Foundation (director) and trustee/finance committee member at the Art Institute of Chicago. Board-determined independent; separate Chair/CEO structure with Waud as non-management Chair supports governance oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waud Capital Partners, L.L.C. | Founder; Managing Partner | Since 1993 | Private equity leadership across healthcare; sponsor designation of his ACHC board seat originally by WCP . |
| GTCR | Investment professional | Not disclosed | PE investment experience relevant to M&A and strategy . |
| Salomon Brothers Inc | Corporate Finance Group; founding member of Venture Capital Group | Not disclosed | Capital markets and venture investing background . |
| Acadia Healthcare Company, Inc. | Company founder | 2005 | Founding involvement; ongoing board leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern Memorial HealthCare Foundation | Director | Current | Board service in major health system foundation . |
| Art Institute of Chicago | Trustee; Finance Committee member | Current | Financial oversight in prominent cultural institution . |
| John G. Shedd Aquarium; Economic Club of Chicago; Illinois State Police Merit Board; St. Paul’s School | Former/various board roles | Not disclosed | Broader civic governance exposure . |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Waud is independent .
- Leadership structure: Non-management Chairman (Waud) separate from CEO; board reaffirms split enhances oversight; independent director executive sessions held per NASDAQ rules .
- Committee assignments: Finance Committee member and Chairman; committee comprised of Bernhard, Bissell, Fucci, Miquelon, Waud; did not meet in 2024 (red flag on engagement given mandate) .
- Attendance: Board held 5 meetings in 2024; each director attended ≥75% of board and committee meetings on which they served; all directors attended the 2024 annual meeting in person .
- Declassification plan: Board transitioning to annual elections by 2029, improving accountability .
Fixed Compensation
| Component | Details | 2024 Amount/Units |
|---|---|---|
| Annual cash retainer | $87,000 | Paid; Waud elected to receive shares in lieu of cash retainer on May 23, 2024 . |
| Committee membership fees | Audit & Risk: $15,000 member/$30,000 chair; Compensation: $12,500 member/$27,500 chair; Nominating: $10,000 member/$22,000 chair; Compliance: $12,500 member/$27,500 chair; Finance: $15,000 member/$30,000 chair | Applicable based on assignments (Finance Committee chair) . |
| Chairman of the Board retainer | $125,000 (if held by non-management director) | Applies to Waud . |
| Fees earned or paid in cash (total) | Aggregate cash compensation (retainers + committee fees + chair fees) | $241,952 . |
| Equity – annual grant | Time-vesting restricted stock valued at $160,000 each year; vests 33⅓% per year over 3 years | 2,414 shares granted (value $159,976; price $66.27 as of preceding day) on May 23, 2024 . |
| Director compensation limit | $600,000 per year (cash + equity) | Policy cap . |
Performance Compensation
| Equity Type | Grant Date | Grant Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Time-vesting restricted stock (annual) | May 23, 2024 | $159,976 (2,414 shares @ $66.27) | 33⅓% per year over 3 years | None (directors do not have performance-based equity) . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond ACHC . |
| Committee interlocks | Compensation Committee composed solely of independent directors; no interlocks reported . |
| Related-party transactions | None disclosed for 2024 (reduces conflict risk) . |
Expertise & Qualifications
- Healthcare industry, board and governance, executive management, audit/finance and legal/risk management, M&A/strategic initiatives skills noted in ACHC’s board skills matrix .
- Real-world sponsor/operator experience (founder of ACHC; PE leadership at WCP) aligned with capital allocation and growth pathways .
Equity Ownership
| Holder/Instrument | Shares | Notes |
|---|---|---|
| Total beneficial ownership (aggregate) | 695,298 | Less than 1% of class; includes 4,669 time-vesting restricted shares . |
| Directly held by Waud | 42,283 | Personal holdings . |
| Waud Capital Partners, L.L.C. | 37,493 | Sponsor-related holding . |
| Halcyon Exempt Family Trust | 225,519 | Investment advisor: Waud; children beneficiaries . |
| Reeve B. Waud Jr. 2012 Family Trust | 155,930 | Investment advisor: Waud; grandchildren beneficiaries . |
| Cecily R.M. Waud 2012 Family Trust | 155,930 | Investment advisor: Waud; grandchildren beneficiaries . |
| Cornelius Byron Waud 2002 Trust | 43,643 | Co-trustee: Waud; parents beneficiaries . |
| Corinna Reeve Waud 2002 Trust | 34,500 | Co-trustee: Waud; parents beneficiaries . |
| Time-vesting restricted stock (unvested at 12/31/24) | 4,669 | Held by Waud (director equity) . |
- Ownership guidelines: Non-management directors must hold stock equal to 5x annual cash retainer; as of 12/31/24, all non-management directors not in transition complied .
- Hedging/pledging: Prohibited by ACHC insider trading policy (reduces misalignment risk) .
Governance Assessment
-
Strengths:
- Independent non-executive Chair and independent board majority; regular executive sessions improve oversight .
- No related-party transactions reported; robust clawback policy aligned with SEC/NASDAQ rules; explicit hedging/pledging prohibition .
- Director equity grants and ability to take retainers in stock (Waud elected stock for cash retainer in 2024), reinforcing ownership alignment .
- Strong 2024 say-on-pay support (~98%), indicating investor confidence in compensation governance .
-
Watch items / RED FLAGS:
- Finance Committee (chaired by Waud) did not meet in 2024 despite responsibilities over strategic transactions and capital structure; potential signal of limited committee engagement or underutilization—monitor in 2025/2026 .
- Board authorized one-time cash retention awards for executives in early 2025 due to “unprecedented governmental inquiries”—prudent retention but also highlights regulatory risk exposure; ongoing oversight of compliance and risk processes is critical .
-
Overall: Waud’s deep healthcare and PE background, independent chair role, and meaningful share ownership support board effectiveness and alignment. Absence of related-party transactions mitigates conflict concerns, though Finance Committee inactivity warrants attention, especially given ACHC’s stated growth pathways and capital allocation needs .