| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Todd Young as Chief Financial Officer
On October 7, 2025, the Board of Directors of Acadia Healthcare Company, Inc. (the “Company”) appointed Todd Young to serve as the Company’s Chief Financial Officer (“CFO”), effective October 27, 2025. Timothy Sides currently serves as the Interim CFO and will continue to serve in that capacity until Mr. Young’s appointment becomes effective, at which time Mr. Sides will cease serving as Interim CFO and will resume his role as Senior Vice President, Operations Finance, of the Company.
Mr. Young, age 54, joins the Company from Elanco Animal Health (“Elanco”), where he served as Executive Vice President and Chief Financial Officer since November 2018. Prior to joining Elanco, he served as Executive Vice President and Chief Financial Officer at ACADIA Pharmaceuticals Inc., a biopharmaceutical company, from August 2016 to October 2018, where he oversaw their financial functions as well as information technology and facilities. He earned a bachelor’s degree in economics from Grinnell College and a law degree from the University of Michigan School of Law.
There is no arrangement or understanding between Mr. Young and any other person pursuant to which Mr. Young was appointed as the Company’s CFO. There are no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Young is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Employment Agreement with Todd Young
In connection with his appointment, the Company and Mr. Young have entered into an employment agreement (the “Employment Agreement”), pursuant to which Mr. Young will be entitled to the following compensation: (i) an annualized base salary of $725,000 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) beginning with the year ended December 31, 2026, eligibility to earn a target annual cash bonus of 85% of Base Salary and up to a maximum cash bonus equal to two (2) times the target annual cash bonus for such year, if and only if Mr. Young and the Company achieve the performance criteria specified by the Board or the Compensation Committee for such year, as determined by the Board or the Compensation Committee in its sole discretion; (iii) a one-time cash award in an amount equal to $460,000 (the “Cash Award”), payable in lump sum on or before March 31, 2026, provided that Mr. Young 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 $1,200,000, subject to three-year ratable time vesting from the date of grant; (v) commencing with the 2026 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; provided, that the annual equity awards for the 2026 fiscal year will have an annual grant date fair value of no less than $2,900,000; (vi) eligibility for severance benefits upon the termination of Mr. Young’s employment without Cause (as defined in the Employment Agreement) or due to his resignation for Good Reason (as defined in the Employment Agreement) (each, a “Qualifying Termination”) and (vii) reimbursement for reasonable expenses incurred by Mr. Young to permanently relocate to the greater Franklin, Tennessee area within 12 months of his start date. The RSUs and grants of long-term incentive awards 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.
