Vicky B. Gregg
Acadia Healthcare CompanyAbout Vicky B. Gregg
Independent director of Acadia Healthcare (ACHC), age 70, serving since 2016. Co-Founder and Partner at Guidon Partners (since Nov 2014) and former CEO of BlueCross BlueShield of Tennessee (2003–2012), bringing deep healthcare operating and payer expertise to ACHC’s board . The board deems her independent under NASDAQ rules, and independent directors meet in executive session as required .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueCross BlueShield of Tennessee | Chief Executive Officer | 2003–2012 | Led payer operations; healthcare governance and regulatory expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidon Partners | Co-Founder & Partner | Nov 2014–present | Private healthcare investor/consultant |
| Quest Diagnostics (NYSE: DGX) | Director | Current | Public company board service |
| Erlanger Health | Director | Current | Health system board service |
| Capital Vision Services (MyEyeDr) | Director | Current | Private healthcare services board |
Board Governance
- Committee assignments:
- Chair, Quality & Compliance Committee; 4 meetings in 2024
- Member, Compensation Committee; 7 meetings in 2024
- Member, Nominating & Governance Committee; 5 meetings in 2024
- Independence and engagement: Independent director; board held 5 meetings in 2024 and each director attended ≥75% of board and committee meetings; directors attended the 2024 annual meeting .
- Board structure: Independent Chairman (Reeve B. Waud), CEO separate; independent directors meet in executive session .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $87,000 | Directors Plan |
| Compensation Committee member fee | $12,500 | Member retainer |
| Nominating & Governance Committee member fee | $10,000 | Member retainer |
| Quality & Compliance Committee chair fee | $27,500 | Chair retainer |
| Total cash fees earned (2024) | $137,000 | Reported total matches component sum |
| Equity grant (2024) | $159,976 | 2,414 time-vesting RS shares granted 5/23/2024; $66.27/share |
| Total director compensation (2024) | $296,976 | Cash + equity |
- Directors Plan highlights: annual RS grant $160,000; retainer/committee fee schedule; annual compensation cap $600,000; option to receive cash retainers in stock; RS vest 33⅓% annually over 3 years .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Time-vesting restricted stock | 05-23-2024 | 2,414 | $159,976 | 33⅓% per year over 3 anniversaries |
Directors receive time-based equity; no performance metrics apply to director awards under the Directors Plan .
Other Directorships & Interlocks
- Current public/private boards: Quest Diagnostics (DGX), Erlanger Health, Capital Vision Services (MyEyeDr) .
- ACHC compensation committee interlocks: None; Gregg and other members were not ACHC officers, and no executive served on a board/comp committee of an entity with reciprocal interlocks in 2024 .
Expertise & Qualifications
- Healthcare industry, board governance, executive management, and government/regulatory/public policy skills highlighted in ACHC’s director skills matrix .
- Brings payer and compliance oversight experience aligned with chairing Quality & Compliance .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notable Details |
|---|---|---|---|
| Vicky B. Gregg | 29,265 | <1% | Includes 4,669 time-vesting restricted shares |
- Stock ownership guidelines: Non-management directors must hold ACHC stock equal to 5× annual cash retainer; all non-management directors not in transition met guidelines as of 12/31/2024 .
- Hedging/pledging: Prohibited under insider trading policy; margin/pledging restrictions apply to directors .
- Related-party transactions: None reported under Item 404 (2024) .
Governance Assessment
- Committee leadership and focus: As Compliance Chair, Gregg oversees regulatory risk, quality of care, and CCO oversight—critical areas for ACHC’s behavioral health operations . Her payer CEO background supports rigorous compliance and quality frameworks .
- Independence and attendance: Independent status with documented board/committee attendance thresholds met; executive sessions for independent directors enhance oversight integrity .
- Compensation alignment and ownership: Balanced cash retainers with meaningful time-based equity (annual ~$160k) and stringent stock ownership requirements; Gregg’s holdings and guideline compliance indicate alignment with shareholder interests .
- Compensation committee governance: All members independent; no interlocks; use of independent consultants (Pay Governance; initial transition to Willis Towers Watson), with no conflicts reported—supports robust pay oversight .
- Shareholder signals: 2024 say‑on‑pay support ~98%, suggesting broad investor confidence in compensation governance (contextual to executive comp) .
- Conflicts/related-party exposure: No related-party transactions reported; indemnification agreements and D&O coverage standard for directors .
RED FLAGS
- None disclosed specific to Gregg: no Item 404 transactions, no hedging/pledging, meets ownership guidelines, and maintains independent status .
Notes
- Meetings: Board (5), Compensation (7), Nominating (5), Compliance (4) in 2024; Gregg participated on three committees including chairing Compliance .
- Directors can elect retainers in stock; 2024 equity award details standardized across non-management directors .