ACADIA HEALTHCARE COMPANY INC (ACHC)
Sector: Health Care
2026 Annual Meeting Analysis
ACADIA HEALTHCARE COMPANY INC · Meeting: May 6, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Mr. Fucci has served on the board since 2020 and his entire tenure overlaps with ACHC's severe stock underperformance — the stock has lost roughly 64% over three years while the company's own peer group gained about 34%, a gap of 98 percentage points that far exceeds the policy trigger; the five-year record is equally poor, so no mitigating long-term track record applies.
For Analysis
Dr. Harris joined the board in 2023, which is within the 24-month new-director exemption period under the policy, so she is not held accountable for underperformance that predates or was already underway when she joined; she brings directly relevant psychiatric and behavioral healthcare expertise appropriate for Acadia's business.
Mr. Cancelmi was appointed to the board in March 2026, well within the 24-month new-director exemption, and brings deep healthcare finance expertise as a former CFO of Tenet Healthcare and a certified public accountant, making him a qualified addition to the board and audit committee.
Of the three Class III nominees, Michael Fucci receives an AGAINST vote because his tenure since 2020 fully overlaps ACHC's devastating underperformance relative to its own peer group (stock down ~64% while peers gained ~34%, a 98-percentage-point gap far exceeding the 20pp policy threshold), and the five-year record provides no mitigant. The two newer nominees — Dr. Harris (joined 2023) and Mr. Cancelmi (joined 2026) — are exempt from the TSR trigger under the 24-month new-director rule and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Christopher H. Hunter
Total Comp
$7,909,463
Prior Support
92%%
The prior Say on Pay vote received strong 92% support, so there is no prior-vote concern, and the pay mix is structured with the majority of compensation in variable and performance-linked awards. However, the pay-for-performance alignment check fails: the CEO received total compensation of approximately $7.9 million — including over $5.7 million in stock awards reported at grant value — while ACHC's stock lost roughly 64% over three years compared to a peer group median gain of 34%, a staggering 98-percentage-point gap; the company also reported a $1.1 billion net loss in 2025 including a nearly $1 billion goodwill impairment. Although below-target bonuses and equity payouts reflect some downward adjustment, above-benchmark incentive pay granted during a period of severe underperformance relative to peers fails the policy's pay-for-performance alignment standard.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,477,550
Non-Audit Fees
$1,966,575
Ernst & Young's non-audit fees (primarily tax services) of approximately $1.97 million represent about 44% of audit fees of approximately $4.48 million, which is below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and EY is a Big 4 firm appropriate for a $2.4 billion market-cap company.
Overall Assessment
The 2026 ACHC annual meeting ballot presents four proposals; the most significant governance concern is the company's catastrophic three-year stock underperformance of 98 percentage points below its own peer group median, which drives an AGAINST vote on the longest-tenured Class III director (Fucci) and an AGAINST vote on Say on Pay due to pay-for-performance misalignment. The auditor ratification passes cleanly with non-audit fees well below the independence threshold, and the two newer director nominees are exempt from the TSR trigger under the 24-month new-director rule.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing