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6100 TOWER CIRCLE, SUITE 1000

FRANKLIN, TENNESSEE 37067

March 21, 2019

April 8, 2022

TO OUR STOCKHOLDERS:

I am very proud to join Acadia Healthcare as the Company’s new Chief Executive Officer and to have this opportunity to address our stockholders. This is an exciting and important time for the Company. As the leading pure-play behavioral healthcare provider in the United States, the Company has a strong competitive position with significant opportunities for continued success. I look forward to working with the experienced Acadia management team, committed facility leaders, clinicians, and dedicated employees as we build on the momentum of the past year.

Acadia plays a critical role in the treatment of behavioral health and substance use disorders, and the demand for these services has continued to grow. While the COVID-19 pandemic has presented unprecedented challenges for the healthcare industry, Acadia’s mission has not wavered as more patients have come to us for safe and quality care. The Company’s financial results for 2021 reflect this strong demand with annual revenue increasing 10.7 percent to $2.3 billion. Acadia also continued to strengthen our financial position and reduce debt, providing ample liquidity and capital to support our growth strategy.

The credit for Acadia’s success goes to the more than 22,500 dedicated employees and clinicians who share a commitment to our mission to support the patients and communities we serve. In turn, we strive to provide our employees with opportunities for personal development and rewarding benefits to support their ability to deliver the highest quality of care to our patients.

Enhancing the Continuum of Care

With 238 facilities in 40 states and Puerto Rico, we see a significant opportunity to bring our treatment options to more communities and to expand the scope of services we offer to patients and their families. Acadia is uniquely positioned with diversified service lines across all areas of behavioral health, while treating patients of all ages. Our expansive national network of treatment facilities enables greater access to care, allowing us to serve the diverse needs of patients, while maintaining a strong focus on the individual’s needs.

We believe we are well positioned to capitalize on the continued growth in demand and societal acceptance for behavioral health services. We are also pleased to see increased government support of mental health issues and improved funding, which will lead to greater access to treatment.

Commitment to Sustainability

Acadia is committed to establishing and promoting sustainability and corporate social responsibility. This commitment is central to our organizational identity and guides how we care for our patients, support our employees, relate with our professional partners, and serve our local communities. To help achieve this, we integrate environmental, social, and governance objectives into our decision making to deliver long-term value to our stakeholders.

Our Patients

An unwavering commitment to our patients and their families is at the heart of all we do at Acadia Healthcare. Key elements of this dedicated effort include a focus on superior service at the local and national levels, an ongoing effort to assess and improve patient satisfaction, and multiple initiatives to enhance safety, privacy, and security. Our Quality and Safety Plan guides our actions, and we continuously measure the quality of our service to promote effective, efficient and compassionate healthcare.

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Evaluating the success of behavioral healthcare treatment is always a challenge. We measure our effectiveness through patient satisfaction surveys and numerous clinical quality metrics. We also conduct detailed evaluations to identify trends and assess areas for improvement within our treatment programs and throughout our physical facilities.

Our Employees

Acadia Healthcare promotes a culture of empowerment, innovation and excellence. We are honored to be a respected provider of behavioral healthcare services, and we work diligently every day to ensure that every member of the Acadia team has the tools and support they need to improve our organization and enhance our industry.

The Company offers a wide range of programs to foster leadership and professional skills development. All members of our clinical staff are trained in their professional disciplines, and we also provide support for their continuing education. Additionally, we offer companywide training to reinforce key policies and practices related to regulatory compliance, safety, patient care and other relevant topics.

We value the diversity of perspective, thought, experience and background within our workforce. We strive to attract the best employees and partners regardless of race, gender, nationality, ethnic origin, religion, age or sexual orientation. We believe fostering a culture that emphasizes fair and equitable treatment is at the core of our business.

The Environment

We understand our responsibility to help protect and preserve the environment. We seek to minimize the environmental impact of our operations and we are committed to complying with environmental laws and regulations. All Acadia facilities are fully International Energy Conservation Code (IECC) compliant. Additionally, for all of our new construction and major renovations, we have specified construction and renovation guidelines for mechanical-electrical-plumbing systems that achieve higher facility energy performance than typical systems.

Continued Success

With a proven operating model and the leadership of our experienced senior management team and Board of Directors, Acadia will continue to extend our market reach and advance our position as a leading behavioral healthcare provider. We are mindful of the important role we play in meeting the significant and growing societal need for behavioral health treatment in our country. Across Acadia, our commitment to our patients and communities we serve is unwavering. Together, we look forward to the opportunities before us to continue to provide the highest quality of care while delivering value to our stockholders.

On behalf of the entire Board, I thank you for your investment in Acadia and your voting support for the items contained in this proxy.

	​	​	Sincerely,
	​	​
	​	​	Christopher H. Hunter
	​	​	Chief Executive Officer and Director (Effective April 11, 2022)

More information on the Company’s Commitment to Sustainability available at https://www.acadiahealthcare.com/about/social-responsibility/

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6100 TOWER CIRCLE, SUITE 1000

FRANKLIN, TENNESSEE 37067

April 8, 2022

TO OUR STOCKHOLDERS:

You are cordially invited to attend the 20192022 Annual Meeting of Stockholders (the “Annual Meeting”) of Acadia Healthcare Company, Inc., to be held on Thursday, May 2, 2019,19, 2022, at 9:3000 a.m. (Central Time), at our executive offices located at 6100 Tower Circle, Suite 1000, Franklin, Tennessee 37067. The matters to be acted upon at the Annual Meeting are more fully described in the accompanying Proxy Statement and related materials.

We intend to hold the Annual Meeting in person. However, we are actively monitoring the novel coronavirus disease, COVID-19, as part of our effort to maintain a healthy and safe environment at the Annual Meeting. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, details on how to participate will be issued by press release, posted on our website, and filed with the Securities and Exchange Commission as additional proxy material. In any event, we strongly encourage you to vote by proxy as described in the Proxy Statement so that your vote can be counted. We also encourage attendees to review guidance from public health authorities on this issue.

In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement and our 20182021 Annual Report to Stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can access the proxy documents over the internet as well as how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the 20182021 Annual Report to Stockholders and a form of proxy card.

It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote by proxy as soon as possible by following the instructions located in the Notice of Internet Availability of Proxy Materials sent to you or in the Proxy Statement. If you attend the Annual Meeting, you may withdraw your proxy and vote your shares personally.

We look forward to seeing youyour attendance at the Annual Meeting.

	​	​	Sincerely,
Sincerely,	​	​
	​	​	Christopher H. Hunter
​
Debra K. Osteen​
Chief Executive Officer and Director
	​	​	(Effective April 11, 2022)

YOUR VOTE IS IMPORTANT.

PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD

AS PROMPTLY AS POSSIBLE.

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6100 TOWER CIRCLE, SUITE 1000

FRANKLIN, TENNESSEE 37067

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 2, 2019

19, 2022

TO OUR STOCKHOLDERS:

The 20192022 Annual Meeting of Stockholders (the “Annual Meeting”) of Acadia Healthcare Company, Inc. will be held on Thursday, May 2, 2019, at9:3019, 2022, at 9:00 a.m. (Central Time), at our executive offices located at 6100 Tower Circle, Suite 1000, Franklin, Tennessee 37067,37067*.

The Annual Meeting is being convened for the following purposes:

(1)

(1)

To elect twothree nominees as Class II directors;

(2)

(2)

To approve, on anon-binding advisory basis, the compensation of our named executive officers;

(3)

(3)

To approve, on anon-binding advisory basis, the frequency of anon-binding advisory vote on the compensation of our named executive officers;

(4)

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; 2022; and

(4)

(5)

To transact any other business that properly comes before the Annual Meeting or any adjournments or postponements thereof.

The matters to be acted upon at the Annual Meeting are more fully described in the Proxy Statement and related materials. Please read the materials carefully.

The Board of Directors has fixed the close of business on March 11, 201924, 2022 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

Dated: April 8, 2022	​	​
Dated: March 21, 2019						By order of the Board of Directors,
	​	​
	​	​
						Debra K. Osteen
						Christopher H. Hunter Chief Executive Officer and Director (Effective April 11, 2022)

*

We intend to hold the Annual Meeting in person. However, we are actively monitoring the novel coronavirus disease, COVID-19, as part of our effort to maintain a healthy and safe environment at the Annual Meeting. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, details on how to participate will be issued by press release, posted on our website, and filed with the Securities and Exchange Commission as additional proxy material. In any event, we strongly encourage you to vote by proxy as described in the Proxy Statement so that your vote can be counted. We also encourage attendees to review guidance from public health authorities on this issue.

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, IN PERSON, TO ASSURE THE PRESENCE OF A QUORUM, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.

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6100 TOWER CIRCLE, SUITE 1000

FRANKLIN, TENNESSEE 37067

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Acadia Healthcare Company, Inc. (the “Company”) of proxies to be voted at the 20192022 Annual Meeting of Stockholders (the “Annual Meeting”), to be held at our executive offices located at 6100 Tower Circle, Suite 1000, Franklin, Tennessee 37067, on Thursday, May 2, 2019, at9:3019, 2022, at 9:00 a.m. (Central Time), for the purposes set forth in the accompanying notice, and at any adjournments or postponements thereof. This Proxy Statement and the accompanying proxy are first being mailed or made available to stockholders on or about March 21, 2019.

April 8, 2022.

INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date

The close of business on March 11, 201924, 2022 has been fixed as the record date for the determination of stockholders entitled to vote at the Annual Meeting. As of such date, we had 180,000,000 authorized shares of common stock, $0.01 par value per share (“Common Stock”), of which 88,446,348shares90,578,463 shares were outstanding and entitled to vote, and10,000,000authorizedand 10,000,000 authorized shares of preferred stock, $0.01 par value per share, of which no shares were outstanding. Common Stock is our only outstanding class of voting stock. Each share of Common Stock will have one vote on each matter to be voted upon at the Annual Meeting.

Quorum Requirements

A majority of the shares of Common Stock entitled to vote, represented in person or by proxy, is required to constitute a quorum. Abstentions and brokernon-votes will be counted for purposes of determining the presence of a quorum at the Annual Meeting. If a quorum is not present at the time of the Annual Meeting, the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the Annual Meeting until a quorum shall be present or represented by proxy. The Annual Meeting may be adjourned from time to time, whether or not a quorum is present, by the affirmative vote of a majority of the votes present and entitled to be cast at the Annual Meeting.

Voting Procedures

Whether you hold shares directly as the stockholder of record or through a broker, trustee or other nominee, as the beneficial owner, you may direct how your shares are voted without attending the Annual Meeting. If you hold shares in street name, you must vote by giving instructions to your broker or nominee. You should follow the voting instructions on any form that you receive from your broker or nominee. The availability of telephone and Internet voting for shares held in street name will depend on your broker’s or nominee’s voting process. Please refer to the instructions in the materials provided in the Notice of Internet Availability of Proxy Materials or proxy card provided to you for information on the available voting methods.

If a proxy is properly given prior to or at the Annual Meeting and not properly revoked, it will be voted in accordance with the instructions, if any, given by the stockholder. Subject to the requirements described below, if no instructions are given, each proxy will be voted:

FORthe election as directors of the nominees described in this Proxy Statement;

FOR the approval, on anon-binding advisory basis, of the compensation of our executive officers named in the section below entitled “EXECUTIVE COMPENSATION –- Summary Compensation Table” (the “Named Executive Officers”);

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Name		Age		Principal Occupation/Other Directorships		Director Since
				founding WCP, Mr. Waud was an investment professional at Golder, Thoma, Cressey, Rauner, Inc. (“GTCR”), a private equity investment group based in Chicago, Illinois. Before joining GTCR, Mr. Waud was in the Corporate Finance Group of Salomon Brothers Inc and was a founding member of its Venture Capital Group. Mr. Waud is a trustee of St. Paul’s School in Concord, New Hampshire and is a member of the executive committee and chairman of the audit and finance committee of the John G. Shedd Aquarium. He is a member of the Northwestern Memorial HealthCare finance committee, a trustee of the Art Institute of Chicago and serves on the board of directors of The Economic Club of Chicago. In addition, Mr. Waud is a member of the Illinois State Police Merit Board which has oversight responsibility for the Illinois State Police. Our Board believes that Mr. Waud is qualified to serve as a director because of, among other things, his extensive knowledge of and experience in the healthcare industry and his general business and financial acumen. Mr. Waud was originally designated as a director by WCP.

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Name		Age		Principal Occupation/Other Directorships		Director Since
				Gordon also serves on the board of directors for Year Up – Boston, the Boston Medical Center Foundation Board, and the Boston Medical Center Health Plan Board and serves as a Trustee of the Dana Farber Cancer Center. Our Board believes that Mr. Gordon is qualified to serve as a director because of, among other things, his experience in the healthcare industry and his general business and financial acumen. Mr. Gordon provided notice of his intention to resign from our Board effective May 28, 2019.
Wade D. Miquelon		54		Mr. Miquelon is the Chief Executive Officer and President ofJo-Ann Stores, LLC(“Jo-Ann”), the nation’s leading fabric and craft specialty retailer. Prior to that, he served as the Chief Financial Officer and Executive Vice President ofJo-Ann. Prior to joiningJo-Ann, he served as Chief Financial Officer, Executive Vice President and President International for Walgreen Co. from June 2008 to August of 2014. From 2006 to 2008, he was Executive Vice President and Chief Financial Officer at Tyson Foods, Inc. Prior to that, Mr. Miquelon served Procter and Gamble in a number of positions of increasing responsibility. Our Board believes that Mr. Miquelon is qualified to serve as a director because of, among other things, his extensive knowledge and background in public accounting and finance.		2012
William M. Petrie, M.D.		72		Dr. Petrie is Professor of Clinical Psychiatry in the Department of Psychiatry at the Vanderbilt University School of Medicine, where he has served for more than 20 years. He is also Director, Vanderbilt Senior Assessment Clinic in the Department of Psychiatry at the Vanderbilt University School of Medicine. Previously, Dr. Petrie served as President andCo-Director of Research at Psychiatric Consultants, P.C., a leading psychiatry practice in Nashville, Tennessee, and Chairman, Department of Psychiatry, Parthenon Pavilion at Centennial Medical Center. Dr. Petrie served as a director for Psychiatric Solutions, Inc. (“PSI”), from September 2004 until November 2010. Our Board believes that Dr. Petrie is qualified to serve as a director because of, among other things, his extensive healthcare experience, particularly in the psychiatric and behavioral healthcare fields.		2012
Class I Term Expiring in 2021
E. Perot Bissell		59		Since 2016, Mr. Bissell has been a Managing Partner of Egis Capital Partners, LLC, a private equity firm that invests in the security and protection industries. Mr. Bissell served as the Chairman and Chief Executive Officer of Next Generation Energy Logistics, LLC, an energy logistics development company, from 2013 to 2015. Before that, Mr. Bissell served as the Vice Chairman of Pilot Logistics Services, a provider of drilling and exploration support services, from September 2012 until July 2013. From 2006 to 2012, he served as Chief Executive Officer for Maxum Petroleum, Inc., an independent energy logistics company. Prior to that, Mr. Bissell was a Partner of Northwest Capital Appreciation, Inc., a merchant banking and private equity firm, and before that, theCo-Managing Partner and Chief Financial Officer of SLP Capital, a specialty finance company. Mr. Bissell also serves on the board of directors of Cactus Energy, LLC and has served on a number of charitable boards. Our Board believes that Mr. Bissell is qualified to serve as a director because of, among other things, his extensive corporate finance background and his general business and financial acumen.		2013

Name		Age		Principal Occupation/Other Directorships		Director Since
Vicky B. Gregg		64		Since November 2014, Ms. Gregg has served asCo-Founder and Partner of Guidon Partners, an investor and consultant for an array of privately held healthcare companies. She served as Chief Executive Officer of BlueCross BlueShield of Tennessee from January 2003 through the end of 2012. Ms. Gregg currently serves on the board of directors of Quest Diagnostics Incorporated and Elara Caring, LLC. Our Board believes that Ms. Gregg is qualified to serve as a director because of, among other things, her extensive healthcare background and her general business and financial acumen.		2016
Debra K. Osteen		63		Since December 16, 2018, Ms. Osteen has served as our Chief Executive Officer. Ms. Osteen has extensive experience in the behavioral health industry. Prior to joining the Company in 2018, she served as Senior Vice President of United Health Services, Inc. (NYSE: UHS) since 2005 and President, Behavioral Health Division since 1999. Our Board believes that Ms. Osteen is qualified to serve as a director because of, among other things, her 35 years of experience in the healthcare industry and her general business and financial acumen.		2018

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(iii)

(iii)

recognize and reward senior management’s individual and collective efforts relating to the financial performance of the Company and creation of stockholder value.

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The Compensation Committee believes that the best way to drive stockholder value creation is to design compensation programs that motivate management and reward success by aligning executive rewards with stockholders and limiting realizable compensation when stockholder value declines and/or goals are not achieved. Acadia’s performance-based executive compensation program historically has resulted in strong alignment between realizable pay and company performance.

In assessing pay and performance, the Company’s independent compensation consultant, Pay Governance, analyzed the realizable pay of our former Chief Executive Officer in relation to originally granted opportunity and to the Company’s performance as defined by TSR. Unlike the results reported in the Summary Compensation Table in “EXECUTIVE COMPENSATION,” realizable pay looks at the pay an executive earned or could have earned for a period based on the actual financial performance against the Company’s incentive goals and the share price performance that drove those results. The Compensation Committee believes that realizable pay is a better gauge for assessing pay and performance alignment than the data found in the Summary Compensation Table.

For purposes of this review, realizable pay includes the actual rewards Mr. Jacobsearned from 2016 to 2018 including base salaries received, actualnon-equity compensation earned, current value (as opposed to grant date or accounting value used in the Summary Compensation Table) of time-based restricted stock awards granted during the period, and current value of shares earned or estimated to be earned from performance vesting restricted stock unit awards granted in the three-year period, but excluding any amounts payable to him related to his termination as an employee of the Company in December 2018. Outstanding equity awards are valued using the Company’s stock price as of December 31, 2018, the last trading day of the year.

Pay Governance compared, and our Compensation Committee reviewed, Mr. Jacobs’ realizable compensation to granted pay opportunity at target and to company performance, including performance relative to our compensation peers and found alignment between realizable pay and TSR performance. As shown in the graphs below, the Company’s pay program has produced realizable pay levels that are directionally and reasonably aligned with the Company’s performance. From 2016 through 2018, we granted Mr. Jacobs approximately $28.3 million in total direct compensation (“TDC”) opportunity, yet his realizable pay for such compensation as of the end of 2018 was only approximately $13.5 million (48% of the granted opportunity). The significant driver was long-term incentive awards, with $7.0 million realizable by Mr. Jacobs compared to $20.7 million of granted opportunity. This compares to the Company’s three-year TSR of (26)% from 2016 to 2018. Peer median TSR over the same three-year period was 7%.

For purpose of the graph, TDC is comprised of (1) actual base salary, (2) annualnon-equity incentive awards (target for granted opportunity; actual for realizable pay), and (3) long-term equity incentive awards (at grant date fair value for granted opportunity; at current values based onyear-end stock price for realizable pay). To facilitate this comparison, we have calculated these amounts without regard to vesting requirements.

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Ms. Osteen’s Compensation Arrangements

Ms. Osteen’s annual base salary is $900,000 and her target annualnon-equity incentive compensation for each calendar year during her employment period with the Company is 100% of her base salary. For 2019, Ms. Osteen is entitled to a long-term incentive award with a target value equal to not less than $3.2 million. Thereafter, Ms. Osteen will be eligible to receive annual grants of equity or other long-term incentive awards in amounts as determined by the Compensation Committee. To offset the value of compensation forfeited or forgone and compensate for other economic consequences of revoking her separation agreement with her former employer and joining the Company, Ms. Osteen received (1) aone-time equity grant of restricted stock units with a grant date fair value of $6.65 million that will vest ratably on the first two anniversaries of the effective date of her employment (which shares of restricted stock will be reduced by a number of shares (valued at the effective date of her employment) equal to any amounts received by Ms. Osteen in respect of stock options issued by her former employer and held by her on December 12, 2018), (2) aone-time cashsign-on bonus in the amount of $350,000and (3) an additional $2.5 million cash payment on the first anniversary of the effective date of her employment (subject to Ms. Osteen’s employment at such time). See “EXECUTIVE COMPENSATION – Potential Payments Upon Termination or Change in Control under the Employment Agreements” for more information about the terms of Ms. Osteen’s Employment Agreement.

Mr. Jacobs’ Payments Upon Termination

In December 2018, Mr. Jacobs was removed from his positions as the Chief Executive Officer and Chairman of the Board of Directors of the Company. In connection with his termination and pursuant to the terms of his employment agreement with the Company, Mr. Jacobs received cash payments of approximately $8.1 million, representing an aggregate amount equal to the sum of (A) three times his base salary, (B) three times his targetnon-equity incentive compensation for 2018, (C) unpaid base salary through the termination date, (D) unreimbursed expenses through the termination date and (E) payment in respect of unused paid time off and sick pay accrued as of the termination date. Mr. Jacobs also received hispro-rata annualnon-equity incentive compensation for 2018 in March 2019 and is entitled to receive an amount equal to the cost of COBRA premiums for continued health and dental insurance for 36 months after termination as well as apay-out of amounts under the Company’s Nonqualified Deferred Compensation plan. In addition, all of Mr. Jacobs’ unvested restricted stock became vested upon termination and Mr. Jacobs will be entitled to receive additional shares of common stock in the future pursuant to his performance vesting restricted stock units based upon the Company’s performance. Mr. Jacobs did not receive any payments or benefits in addition to those described above that were paid pursuant to the terms of his employment agreement with the Company. See “Executive Compensation” for additional details.

Separation of Chief Executive Officer and Chairman Roles

In conjunction with our Chief Executive Officer transition, we separated the roles of Chief Executive Officer and Chairman of the Board. Ms.  Osteen serves as our Chief Executive Officer and a member of the Board of Directors while Reeve B. Waud became the Chairman of the Board.

Components of Executive Compensation

The components of our compensation program for executive officers include base salary, performance-based cash and equity incentive compensation, and time-based equity awards.

The following table summarizes the elements of our compensation program for our Named Executive Officers and provides information about each element:

Category of Compensation	​	​	Elements of Compensation	​	​	Metrics Used	​	​	Rationale for Compensation
Base Compensation	​	​	Base Salary	​	​	N/A	​	​	• Attract, retain, and motivate key executive talent • Provide income security • Recognizes different levels of responsibility
	​	​		​	​		​	​
Short-Term Incentives	​	​	Annual Cash Payment	​	​	Adjusted EBITDA Adjusted EPS Revenue	​	​	• Motivate and reward annual performance results • Encourages focus on growth of Company
	​	​		​	​		​	​
Long-Term Incentives	​	​	Time-Vesting and Performance-Based Performance-Vesting Equity Grants	​	​	Adjusted EPS	​	​	• Attract, retain, and motivate key executive talent • Align interests of executives and stockholders • Motivate and reward long-term financial  performance • Encourage executive stock ownership
Benefits	​	​		​	​		​	​
Benefits	​	​	Retirement Benefits Personal Benefits Severance & Change in Control Benefits	​	​	N/A	​	​	• Attract and retain key executive talent • Enhance executive productivity • Provide opportunity for financial security in  retirement

As illustrated in the charts below and consistent with ourpay-for-performance philosophy, 80%90% of our former Chief Executive Officer’s total direct compensation and, on average, 68%83% of the other Named Executive Officers’ (other than Ms. Osteen) total direct compensation for 20182021 was performance-based pay, with a significant emphasis on long-term performance and stockholder value creation. For the purposes of these charts, total direct compensation includes base salary, actualnon-equity incentive compensation and the grant date fair value of our annual equity grants made in 2018.The2021, and is exclusive of any retention bonuses. The stock awards portion of these charts were determined using a Monte-Carlo simulation value for performance-vesting restricted stock units issued in 2020 and 2019 and assume that target performance goals for performance vestingperformance-vesting restricted stock units issued in 20182021, 2020 and 2019, as applicable, are attained during the initial year of the2021 performance period in accordance with ASC 718 rather than during all three years of the performance period given the change in structure of the 2018 awards compared to the performance vesting restricted stock units issued in prior years.718. See “EXECUTIVE COMPENSATION – Summary Compensation Table” for more information about the compensation paid to our Named Executive Officers.

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