Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Heather Dixon as Chief Financial Officer
On June 1, 2023, Acadia Healthcare Company, Inc. (the "Company") appointed
Heather Dixon as the Chief Financial Officer of the Company, effective July 10,
2023.
Ms. Dixon, age 50, joins the Company from Everside Health, where she has served
as Chief Financial Officer since June 2021. Prior to joining Everside Health,
Ms. Dixon served as the Senior Vice President, Global Controller and Chief
Accounting Officer of Walgreens Boots Alliance, Inc. (NASDAQ: WBA) from March
2019 to May 2021. From August 2016 to March 2019, Ms. Dixon served in various
roles at Aetna, a subsidiary of CVS Health Corporation (NYSE: CVS) ("CVS
Health"), including Assistant Controller and later as Vice President, Controller
and Chief Accounting Officer. Ms. Dixon has served as an independent board
member of Addus HomeCare (NASDAQ: ADUS) since March 2023 and served on the board
of Signify Health from April 2021 through its acquisition by CVS Health in March
2023. Ms. Dixon received a B.A. in Accounting from Southern Methodist University
and is a Certified Public Accountant in the State of Texas.
There are no arrangements or understandings between Ms. Dixon and any other
person pursuant to which Ms. Dixon was appointed as Chief Financial Officer.
There are no family relationships among any of the Company's directors or
executive officers and Ms. Dixon.
Employment Agreement with Heather Dixon
In connection with her appointment, the Company and Ms. Dixon have entered into
an employment agreement (the "Employment Agreement"), pursuant to which
Ms. Dixon will be entitled to the following compensation: (i) an annualized base
salary of $690,000 per year, subject to increase by the Company's Board of
Directors (the "Board") or the Compensation Committee (the "Compensation
Committee") of the Board ("Base Salary"); (ii) eligibility to earn a target
annual cash bonus of 85% of Base Salary in accordance with the Company's annual
bonus plan applicable to senior executives, which currently provides a range of
0% for performance below threshold performance, 42.5% for threshold performance,
and up to a maximum cash bonus determined in accordance with the Company's
annual bonus plan for senior executives (which for Ms. Dixon is 170% of Base
Salary), if and only if the performance criteria specified by the Board or the
Compensation Committee for such year have been achieved, as determined by the
Board or the Compensation Committee in its sole discretion; (iii) a one-time
cash award in an amount equal to $300,000 (the "Cash Award"), payable in lump
sum on or before March 31, 2024, provided that Ms. Dixon remains employed by the
Company through such payment date; (iv) a one-time grant of time-based
restricted stock units ("RSUs") with an aggregate grant date fair value of
$2,500,000, subject to four-year ratable time vesting from the date of grant;
(v) a one-time grant of performance-based restricted stock units ("PSUs") with
an aggregate target grant date fair value of $3,500,000, subject to three-year
ratable time vesting based on performance over a three-year performance period
commencing on January 1, 2023 and ending on December 31, 2025; (vi) commencing
with the 2024 fiscal year, annual grants of long-term incentive awards in
amounts as determined by the Compensation Committee and on terms and conditions
comparable to the Company's other executive officers; and (vii) eligibility for
severance benefits upon the termination of Ms. Dixon's employment without Cause
(as defined in the Employment Agreement) or due to her resignation for Good
Reason (as defined in the Employment Agreement) (each, a "Qualifying
Termination"). The RSUs and PSUs described above will be subject to the terms
and conditions of award agreements that are substantially consistent with the
award agreements issued to the other executive officers of the Company in
respect of the RSUs and PSUs issued in 2023.
Upon a Qualifying Termination, Ms. Dixon will be eligible to receive (i) her
unpaid Base Salary through the date of termination (the "Termination Date");
(ii) an amount equal to the actual annual cash bonus amount to which she would
be entitled with respect to the calendar year in which the Termination Date
occurs, determined based on achievement of the performance objectives specified
in Ms. Dixon's bonus plan for such year, as determined by the Board or the
Compensation Committee in its sole discretion, which amount shall be prorated
based on the actual number of days elapsed in such year prior to the Termination
Date; (iii) an amount equal to one times the target annual cash bonus amount to
which Ms. Dixon would be entitled with respect to the calendar year in which the
Termination Date occurs, determined as if all of the performance objectives
specified in Ms. Dixon's bonus plan for
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such year have been achieved at the target level, whether or not such objectives
actually have been achieved as of the Termination Date; (iv) an amount equal to
12 months of her Base Salary as in effect on the Termination Date (such 12-month
period, the "Severance Period"); (v) payment of the annual cash bonus for the
prior year, as well as the Cash Award, to the extent not previously paid;
(vi) payment in respect of any unused paid time off and sick pay of Ms. Dixon,
in such amounts as have accrued as of the Termination Date, and reimbursement of
any business expenses incurred by Ms. Dixon but not reimbursed prior to the
Termination Date; and (vii) reimbursement for the cost of any COBRA (as defined
in the Employment Agreement) premiums incurred by her during the Severance
Period. Upon a Qualifying Termination, all equity and equity-based awards
granted to Ms. Dixon prior to the Termination Date (the "Equity Awards") shall
be treated as set forth below: (A) the Equity Awards subject to time-based
vesting requirements will be deemed fully vested on the Termination Date; and
(B) the Equity Awards subject to performance-based vesting requirements will
remain outstanding and eligible to vest based on actual achievement of the
applicable performance conditions, subject to the terms and conditions set forth
in the applicable award agreement and/or governing documentation.
The description of the Employment Agreement is qualified in its entirety by the
terms of the Employment Agreement, a copy of which is attached as Exhibit 10.1
and incorporated by reference herein.
In connection with her appointment, the Company will enter into its form of
indemnity agreement with Ms. Dixon, a copy of which is attached as Exhibit 10.2
and incorporated by reference herein.
A copy of the news release relating to this disclosure is furnished herewith as
Exhibit 99.1.
David Duckworth Departure
On June 1, 2023, the Company announced that David Duckworth will resign as Chief
Financial Officer, effective July 10, 2023. Subsequent to his resignation,
Mr. Duckworth has agreed to work closely with Ms. Dixon through July 31, 2023
and in an advisory capacity to support the leadership transition thereafter.
Larry Harrod Retirement
On June 1, 2023, the Company announced that Larry Harrod will resign as
Executive Vice President of Finance, effective June 30, 2023.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Employment Agreement, dated as of June 1, 2023, by and between
Acadia Management Company, Inc. and Heather Dixon
10.2 Form of Indemnification Agreement between Acadia Healthcare Company,
Inc. and the directors and executive officers of Acadia Healthcare
Company, Inc. (incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 1, 2011 (File No. 001-35331))
99.1 Press Release dated June 1, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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