William F. Grieco
Acadia Healthcare CompanyAbout William F. Grieco
Independent director since 2011; age 71. Legal and compliance executive with deep healthcare and technology experience: Chief Compliance Officer (since March 2018) and Senior Vice President & General Counsel (since May 2021) at NX Development Corporation; Managing Director at Arcadia Strategies, LLC since 2008; prior General Counsel roles at American Science and Engineering, IDX Systems, and Fresenius Medical Care North America; former partner at Choate, Hall & Stewart; previously served on PHC, Inc.’s board . The Board classifies him as independent and an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Science and Engineering, Inc. | Senior Vice President & General Counsel | 2003–2008 | Senior legal leadership at x‑ray inspection tech firm |
| IDX Systems Corporation | Senior Vice President & General Counsel | 2001–2002 | Healthcare IT legal leadership |
| Fresenius Medical Care North America | Senior Vice President & General Counsel | 1995–1999 | Dialysis services/products legal leadership |
| Choate, Hall & Stewart | Partner, Healthcare Department | Prior to 1995 | Healthcare law practice |
| PHC, Inc. | Director | Prior service | Behavioral health board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NX Development Corporation (U.S. life sciences affiliate of SBI Holdings) | Chief Compliance Officer; Senior Vice President & General Counsel | CCO since Mar 2018; SVP & GC since May 2021 | Compliance and legal oversight |
| Arcadia Strategies, LLC | Managing Director | Since 2008 | Legal/business consulting to healthcare, science & tech companies |
Board Governance
- Committees and roles:
- Audit & Risk Committee: Chair; members Bissell, Fucci, Grieco, Kelly; 5 meetings in 2024; all members designated “audit committee financial experts” and independent for audit committee purposes .
- Nominating & Governance Committee: Member (committee composed of Gregg, Bissell, Grieco, Kelly); 5 meetings in 2024 .
- Quality & Compliance Committee: Member (committee composed of Gregg, Harris, Grieco); 4 meetings in 2024 .
- Finance Committee: Not a member; committee did not meet in 2024 .
- Independence and engagement:
- Board independence: all directors except CEO are independent; independent directors hold executive sessions as required .
- Board attendance: Board held 5 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 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $87,000 | Paid on the Annual Meeting date per Directors Plan |
| Audit & Risk Committee – Chair retainer | $30,000 | Chair fee |
| Nominating & Governance Committee – member retainer | $10,000 | Member fee |
| Quality & Compliance Committee – member retainer | $12,500 | Member fee |
| Chairman/Lead Director retainers | $125,000 (Chairman if non‑management); $45,000 (Lead Director) | Not applicable to Grieco unless holding role; structure shown for completeness |
| Extraordinary time & effort payments | Discretionary | Allowed for special projects at Chair’s discretion |
Historical benchmark: In 2020, Grieco received $350,750 cash and $160,004 in stock awards (total $510,754), including extraordinary Finance Committee service compensation tied to CEO transition and U.K. operations sale .
Performance Compensation
| Grant Type | Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual time‑vesting restricted stock | $160,000 per year | 33⅓% per year over 3 years; granted automatically on Annual Meeting date | None (director equity is time‑based, not performance‑based) |
As of December 31, 2024, Grieco held 4,669 shares of time‑vesting restricted stock outstanding under the Directors Plan .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| PHC, Inc. | Director | Prior service; no current public company directorships disclosed |
Compensation Committee interlocks: None; Compensation Committee members (Gregg, Fucci, Miquelon) had no interlocks in 2024 .
Expertise & Qualifications
- Audit/Finance and Legal/Risk Management; Government/Regulatory/Public Policy; Board & Governance; Executive Management; Healthcare industry expertise (skills matrix indicates Grieco’s strengths) .
- Designated “audit committee financial expert” under SEC rules; meets NASDAQ independence and financial literacy requirements for audit committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| William F. Grieco | 78,454 | <1% | Includes 4,669 time‑vesting restricted shares; beneficial ownership includes instruments exercisable/settleable within 60 days . |
Stock ownership alignment and policies:
- Director stock ownership guideline: 5× annual cash retainer; 5‑year transition period; all non‑management directors not in transition complied as of Dec 31, 2024 .
- Hedging and pledging: Prohibited by insider trading policy; no margin accounts or pledging allowed .
- Clawbacks/recoupment: Incentive Plan awards (including director equity) subject to clawback and Section 10D mandatory recovery policies .
Governance Assessment
-
Strengths
- Long‑tenured healthcare legal and compliance leader with deep board governance and risk oversight credentials; designated audit financial expert .
- Chairs Audit & Risk Committee with explicit remit over financial reporting, internal control, enterprise risk, and related‑party transactions; five meetings in 2024 indicate regular cadence .
- Clear director pay structure with balanced cash and equity, ownership guidelines (met), and anti‑hedging/pledging policy supporting alignment .
-
Watch items / potential red flags
- Company disclosed “unprecedented governmental inquiries” and granted one‑time executive retention awards to ensure continuity through responses—raises oversight demands on Audit & Risk and Compliance committees (Grieco serves on both) .
- Historical extraordinary director cash payments (including Grieco) for Finance Committee work signal intensive board involvement during transitions; appropriate context disclosed, but continued use should be monitored for scope and governance optics .
- No related‑party transactions involving Grieco disclosed; Audit & Risk oversees approval of any such transactions .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~98% of votes cast, showing strong investor support for compensation programs and governance framework .
Committee Assignments Summary
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit & Risk | Chair | 5 |
| Nominating & Governance | Member | 5 |
| Quality & Compliance | Member | 4 |
Director Compensation Structure (Plan Terms)
| Element | Amount | Vesting/Timing |
|---|---|---|
| Annual cash retainer | $87,000 | Paid on Annual Meeting date |
| Audit & Risk Chair | $30,000 | Annual |
| Nominating member | $10,000 | Annual |
| Compliance member | $12,500 | Annual |
| Annual restricted stock grant | $160,000 | 33⅓% per year over 3 years |
Each director also receives reimbursement for reasonable travel and out‑of‑pocket expenses .