| 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
