Exhibit 97
ACADIA HEALTHCARE COMPANY, INC.
RESOLUTIONS OF THE BOARD OF DIRECTORS
October 26, 2023
WHEREAS, in response to the U.S. Securities and Exchange Commission’s adoption of Rule 10D-1 of the Securities Exchange Act of 1934, the Nasdaq Stock Market adopted a new listing standard which requires listed companies to adopt and implement a policy for the recovery of incentive-based compensation received by executive officers that was based on erroneously reported financial information; and
WHEREAS, the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of Acadia Healthcare Company, Inc. (the “Company”) has reviewed the Policy Regarding the Mandatory Recovery of Compensation attached hereto as Exhibit A (the “Clawback Policy”), and has recommend to the Board that the Clawback Policy be approved by the Board; and
WHEREAS, the Board has reviewed the Clawback Policy and deems approval and adoption of the policy to be in the best interests of the Company.
NOW, THEREFORE, BE IT RESOLVED, that the Board, upon recommendation of the Compensation Committee, hereby approves and adopts the Clawback Policy in the form attached hereto as Exhibit A, with such changes as the proper officers of the Company may deem appropriate or advisable; and further
RESOLVED, that all actions taken by any officer of the Company prior to the date hereof related to or in connection with the actions contemplated by these resolutions are hereby adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company; and further
RESOLVED, that the proper officers of the Company, acting individually, be and hereby are authorized and directed, acting for and on behalf of the Company, (i) to take such action and do all things that may appear to be reasonably necessary, in his or her sole discretion, to undertake, effectuate, and carry out the foregoing resolutions, insofar as such action or things relate to the Company, and (ii) to pay all such expenses as in his or her discretion appear to be necessary, proper or advisable to carry into effect the purposes and intentions of this and each of the foregoing resolutions.
Exhibit 97
Exhibit A
Policy Regarding Mandatory Recovery of Compensation
See attached.
Exhibit 97
ACADIA HEALTHCARE COMPANY, INC.
Policy Regarding the Mandatory Recovery of Compensation
Effective October 26, 2023
Except as provided herein and subject to Section II(b) below, in the event that the Company is required to prepare a Financial Restatement, the Company shall recover any Recoverable Amount of any Incentive-Based Compensation received by a current or former Executive Officer during the Look-Back Period. The Recoverable Amount shall be repaid to the Company within a reasonably prompt time after the current or former Executive Officer is notified in writing of the Recoverable Amount as set forth in Section II(c) below, accompanied by a reasonably detailed computation thereof. For the sake of clarity, the recovery rule in this Section II(a) shall apply regardless of any misconduct, fault, or illegal activity of the Company, any Executive Officer, the Company’s Board of Directors (the “Board”) or any committee thereof.
Exhibit 97
The Company must recover the Recoverable Amount of Incentive-Based Compensation as stated above in Section II(a), unless the Compensation Committee, or in the absence of such committee, a majority of the independent directors serving on the Board, makes a determination that recovery would be impracticable, and at least one of the following applies:
Exhibit 97
Exhibit 97