Corporate Governance

Corporate Governance

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.



Size and Composition of Board - Independent/Non-Independent. Acadia’s board of trustees currently consists of eight members  (the  “Trustees”), seven “independents”  and one “non-independent” (the “Board”). In accordance with the New York Stork Exchange Listed Company  Manual,  Acadia will  always have a majority of independent Trustees.

Independence of Board Trustees. The independence of a Trustee is to be determined by the Board, after consultation with the Nominating and  Governance  Committee.  The Board will make this independence determination in accordance  with  the  guidelines  set forth in the New York State Stock Exchange Listed Company Manual. The Board shall disclose  the basis for the determination  that a Trustee is   independent.

Lead Trustee . The Board should have leadership for the independent Trustees. The independent Trustees shall elect annually, from among themselves, an independent Lead Trustee. The duties of the Lead Trustee shall include,  without  limitation, the following:

    • to chair and facilitate  discussions  among the  independent  Trustees;
    • to facilitate communication between  the independent  Trustees,  the Chief Executive  Officer and management;
    • to assist in the  planning and preparation of meetings of the  independent Trustees  and meetings  of  the  Board of Trustees, including the preparation of the agendas  for such meetings;
    • to be available  to participate  in any and all committee  meetings,  as needed; and
    • to act as the spokesperson of the independent Trustees in matters dealing with the press and public  when called upon.

The interests and motivations of the Lead Trustee shall not differ from those of any other independent Trustee.  The  role  of  Lead Trustee is  not to act in place  of management or  the Board as a whole. The  existence  of  this  position is  not intended in any way to inhibit, but rather to promote, discussions among the Trustees or  between any of  them and the Chief Executive  Officer and management.

Independence of the Lead Trustee. The independence of the Lead Trustee is to be determined by the Board, after consultation with the Nominating and Governance Committee. The Board will make this independence determination in accordance with the guidelines set forth in the  New York State  Stock Exchange Listed Company Manual and  in addition, wherever and whenever possible, the Lead Trustee should be a Trustee, who, within  the last three years:

  • has not served as an executive officer of  Acadia;
  • has not been an employee, advisor  or  consultant  to Acadia  pursuant  to any material, written  agreement;
  • has not been affiliated with a company that has been an advisor or consultant  to Acadia;
  • has not been affiliated with a company or non-profit entity that received the greater of $2 million or 2% of its gross revenue from Acadia;
  • has not been employed by a public company at which an executive officer of Acadia serves as a  director;
  • has not had any of the relationships described above  with  any affiliate  of Acadia; and
  • was not the spouse, parent, child, sibling or in-law of any person described above.

The Board shall disclose the basis for the  determination that a Trustee is independent.  In  the event the Lead Trustee fails to qualify as “independent” in accordance with the guidelines set forth in the New York State Stock Exchange Listed Company Manual, the remaining independent Trustees shall hold a special meeting to elect, from among themselves,  a replacement, independent  Lead Trustee.

Management Compensation. The Compensation Committee will conduct an annual review of (i) the performance of Acadia’s Chief Executive Officer and Senior  Management Team; (ii) the corporate goals and  objectives  relevant  to  the  Chief Executive Officer’s compensation and evaluate  the Chief  Executive  Officer’s performance in light of those goals and objectives; and (iii) the corporate goals  and objectives relevant to the Senior Management Team’s compensation and evaluate  the  Senior Management Team’s performance in light of those goals and objectives. The Compensation Committee will report its evaluation to the Board and the Board will determine and approve the Chief Executive Officer’s and the Senior Management Team’s compensation  based on this evaluation.

Management Succession and Development. The Board, through the Compensation Committee, will monitor issues associated with both Chief Executive Officer succession and Senior  Management Team development.

Chief Executive Officer Report. The Chief Executive Officer shall make an annual report to the independent Trustees,  in executive session, covering succession planning and Senior  Management  Team development.

Annual Review. The Compensation Committee will lead the Board in an annual review of Chief Executive Officer and Senior Management Team succession planning and development. The annual review will include a discussion of the preparations in place to deal with an emergency situation involving the Chief Executive Officer or members of the Senior Management Team, the growth and development of the Senior Management Team, and identifying potential successors to the Chief Executive Officer. In addition, the Compensation Committee  shall regularly update the Board on these issues.

Potential  Successors. The entire Board will work with the Compensation Committee  to (i) develop the criterion it will use to identify potential successors to the Chief Executive Officer and successors to members of the Senior Management Team; and (ii) evaluate potential successors to the Chief Executive Officer and members of the Senior Management Team, including both internal  and  external  candidates.  The Chief Executive Officer shall at all times make available his recommendations  and evaluations of potential successors, along with a review of any development plans recommended for such individuals.



Attendance. Consistent attendance with a minimum of missed meetings is important in carrying out the responsibilities of being a Trustee. Trustees are expected to attend a minimum   of 75%  of all Board meetings.

Retirement Age . Some companies have policies for  mandatory  retirement  from  the Board after a certain age is reached. Acadia does not have such a policy and does not believe  that one  is needed at the present time.

Annual Evaluation. This will be a very important part of the Nominating and  Governance Committee’s functions, prospectively. The Committee will be expected to evaluate the  Board as a whole  as well as each Trustee as part of its duty in recommending  a slate of Trustees for election/re-election.

Resignation Upon Change of Job Responsibility. The Board should consider whether a change in an individual’s professional responsibility directly or indirectly impacts  that person’s ability to fulfill his  or her obligations  as a  Trustee of Acadia.  Any Trustee  who is an employee of Acadia should submit his  or  her  resignation  upon  retirement, resignation, termination or other significant change in profession.  The Board may accept or reject such resignation in its discretion after consultation with the Nominating and Corporate Governance Committee.

Membership on Other Boards. Generally, Trustees should not serve on an excessive number of other company boards of directors. Trustees should advise the Chief Executive Officer and the Chair of the Nominating and Corporate  Governance  Committee  in  advance of accepting an invitation to serve on the board of directors of another company. This is an issue that should be decided on a case by case basis. Additionally, the Chief Executive Officer and other executive officers must seek the  approval  of  the  Board  before accepting outside board memberships, including corporate and charitable boards which are likely  to require  attendance during  normal business  hours.

Stock Ownership. Our policy is to require share ownership among Trustees and Senior Officers of the Company.

Business Dealings Among Trustees. Acadia believes in full disclosure of any potential conflicts of interest among its employees, officers and Trustees.  Accordingly, the Company will ask the Trustees to disclose current business dealings  among each other as well as disclose  future dealings.

Compensation. It is the policy of the Board to provide independent Trustees with appropriate compensation, including quarterly fees, meeting  attendance  fees,  and Committee attendance fees. The current trend is to provide a mix of cash and equity (options/restricted shares). Proposed changes in Board compensation shall initially be reviewed by the Compensation Committee, but any changes in the compensation of Trustees shall require the approval of the  entire  Board. The  Compensation Committee shall periodically review the status of Board compensation  in  relation  to  other  comparable companies as well as other factors the Committee deems appropriate. The Committee shall discuss its review with the  Board.

Trustee Orientation and Continuing Education. The Company’s General Counsel and Chief Financial Officer, under the oversight of the Nominating and  Governance Committee, shall be responsible for providing orientation to all new  Trustees, which should be conducted within two months of the annual or special meeting at which a new Trustee is elected. This orientation will include presentations by Senior Management to familiarize new Trustees with the Company’s strategic plans, its significant financial, accounting, legal and risk management issues,  its  regulatory  compliance  programs, its Code of Business Conduct and Ethics, its principal officers, and its internal and independent auditors. The General Counsel and Chief Financial Officer also shall be responsible for periodically providing materials or briefing sessions for all Trustees  on  subjects that would assist them in discharging their duties. Trustees are encouraged to participate in ongoing education seminars and conferences and the  Company  will reimburse  Trustees for reasonable expenses in  furtherance of their education  activities.

Access to Senior Management. Trustees should have access to the Company’s management. It is assumed that Trustees will take into account the importance of ensuring that this contact not be distracting to the business operation of the Company and that such contact, if in writing, be copied to the Chief Executive  Officer, as appropriate. One of the roles the Lead Trustee can perform is the role of a liaison with the Chief Executive Officer and other members of management.

Board Interaction With Investors, Media and Others. The Senior Management Team speaks for the Company. Individual Trustees may at the request of the  Board and, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company, but it is expected that Trustees would do so only with the knowledge of senior management.



Regular Meetings. It is the policy of Acadia to have quarterly meetings, arranged so that the maximum number of Trustees can attend. In general, the meetings will be held at the Company’s headquarters in White Plains, New York. Agenda and other materials for the Board meetings will be sent in advance  in  order  to provide  Trustees with the opportunity to study the materials prior to the meeting.  Special meetings will be called as necessary.

Meetings of Independent Trustees. Following each regular meeting of the Board of Trustees, the independent Trustees shall meet. The meetings shall be chaired by the Lead Trustee.



Functions, Responsibilities and Objections. Consistent with New York Stock Exchange listing requirements, the Board will have at all times an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. All committee members shall be “independent” under the criteria established by the New York Stock Exchange and under applicable law. It shall be the duty of the Nominating and Corporate Governance Committee to recommend, to the Board, Trustees to serve on the aforementioned  committees.

Charters. Consistent with New York Stock Exchange listing requirements, each standing committee will have a written charter approved by the Board. The charters will set forth the purposes and responsibilities of the  committees  as  well  as  qualifications for committee membership, procedures for appointment and removal, structure and operations, and reporting to the Board. The charters will also provide that each committee will annually evaluate its performance. Consistent with New York Stock Exchange listing requirements, the charters of the Company’s most important committees (i.e., the Audit, Compensation and Nominating  & Corporate  Governance  Committees)  will  be  included on the Company’s website and copies of these charters will be made available upon request to the Company’s Secretary.


In the event of an accounting restatement due to material noncompliance with financial reporting requirement under the U.S. federal securities laws (a “Restatement”), the Compensation Committee has the right, in its sole discretion, to use reasonable efforts to recover from any of Acadia’s current or former Executive Officers, as  that  term  is  defined below, who received incentive based compensation (including annual cash incentives, non-qualified share options, restricted shares, or LTIPs) during the three-year period preceding the date on which Acadia is required to prepare a Restatement  (the “Look Back Period”), any excess incentive based compensation awarded in excess of the amount that would have been awarded if such incentive based compensation had been calculated based on the financial results reported in the Restatement.

This clawback policy (the “Clawback Policy”) applies to incentive based compensation granted after March 8, 2013.

This Clawback Policy is intended to be interpreted in a manner consistent with any  applicable rules or regulations adopted by the SEC or the New York Stock Exchange as contemplated by the Dodd-Frank Act and any other applicable law and shall otherwise be interpreted in the best  business  judgment  of  the  Compensation  Committee.  For purposes of this Clawback Policy, “Executive Officers” shall mean any current or former officer of Acadia that is or was required to file Forms 3, 4 or 5 pursuant to  Section  16  of  the Securities  Exchange  Act of 1934,  as amended, during  the Look Back Period.

Executive officers shall be  required  to  sign  an acknowledgement of this  Clawback Policy in a form to be prescribed by Acadia’s General Counsel.”

UPDATED 3/17/2016