Brian Farley’s Experience with Public Company Operations and Corporate Governance
Brian Farley brings valuable experience managing legal functions for publicly traded companies to his role at Acadia Healthcare. His tenure at GoHealth provided direct exposure to initial public offering processes, ongoing SEC compliance, and corporate governance for a public healthcare company.
GoHealth completed its IPO in July 2020, shortly after Farley joined as chief legal officer. The IPO process requires extensive legal work including registration statement preparation, due diligence, underwriter negotiations, and compliance with securities regulations. Brian Farley oversaw these efforts, ensuring proper disclosure and regulatory compliance.
Registration statements filed with the SEC require comprehensive disclosure about business operations, financial performance, risk factors, and management. Legal teams coordinate with finance, operations, and external advisors to prepare these documents. Accuracy and completeness are essential, as registration statements form the foundation for securities offerings.
Securities Exchange Act compliance governs publicly traded companies’ ongoing reporting obligations. Acadia Healthcare files quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K disclosing material events. Brian Farley’s team prepares these filings, ensuring timely submission and appropriate disclosure.
Proxy statements provide shareholders with information needed to vote on corporate matters. Acadia Healthcare’s proxy statements disclose executive compensation, director nominations, governance policies, and shareholder proposals. The legal team prepares these documents in coordination with the board of directors and compensation committee.
Insider trading compliance protects market integrity and shareholder interests. Acadia Healthcare maintains policies restricting trading by executives and directors during blackout periods surrounding earnings releases. The legal team administers pre-clearance procedures and monitors trading activity for compliance.
Corporate governance best practices establish accountability structures and oversight mechanisms. Acadia Healthcare’s board includes independent directors serving on specialized committees. Brian Farley supports these committees, providing legal advice on compensation decisions, audit matters, and nominating processes.
Board meeting support constitutes a substantial portion of corporate secretary responsibilities. Farley prepares agendas, coordinates materials distribution, maintains meeting minutes, and ensures proper documentation of board actions. Effective board support enables directors to fulfill their oversight responsibilities.
Shareholder relations involve responding to investor inquiries, managing proxy voting processes, and addressing shareholder proposals. The legal team coordinates with investor relations personnel to ensure consistent messaging and appropriate responses to shareholder concerns.
Stock compensation programs require ongoing legal attention. Acadia Healthcare grants stock options, restricted stock units, and other equity awards to executives and employees. The legal team administers these programs, prepares grant agreements, and ensures compliance with securities laws and tax requirements.
Executive compensation arrangements involve complex legal considerations. Employment agreements for senior executives include base salary, bonus eligibility, equity grants, severance provisions, and change-in-control protections. Brian Farley advises the compensation committee on these arrangements and prepares required disclosure.
Disclosure controls and procedures ensure timely identification and reporting of material information. Acadia Healthcare maintains processes for evaluating disclosure obligations and preparing required filings. The legal team participates in disclosure committees assessing whether events require current reporting.
Internal controls over financial reporting address the accuracy and reliability of financial statements. While the finance team maintains primary responsibility for internal controls, the legal team provides support on control design, documentation requirements, and compliance with Sarbanes-Oxley Act requirements.
Related party transactions require careful evaluation and disclosure. When Acadia Healthcare engages in transactions with directors, executives, or their affiliates, the legal team assesses whether the transactions require board approval and disclosure in proxy statements.