ehab-20230519

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12

Enhabit, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS


WHEN			9:00 a.m. (CDT) on Wednesday, June 28, 2023

PLACE			Virtual Meeting Register in advance at: www.proxypush.com/EHAB After registering, you will receive further instructions by email, including a unique link to access the 2023 Annual Meeting.

ITEMS OF BUSINESS			To elect 13 directors to the board of directors to serve until our 2024 annual meeting. •The board of directors recommends a vote FOR each nominee. To ratify the appointment by Enhabit Audit Committee of PricewaterhouseCoopers LLP as Enhabit’s independent registered public accounting firm. •The board of directors recommends a vote FOR ratification. To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement. •The board of directors recommends a vote FOR the approval of the compensation of our named executive officers. To vote, on an advisory basis, as to whether the above “say-on-pay” advisory vote should occur every one, two, or three years. •The board of directors recommends a vote FOR the ONE YEAR option. To transact such other business as may properly come before the annual meeting and any adjournment or postponement.

RECORD DATE			You can vote if you are a holder of record of Enhabit common stock on May 10, 2023.

PROXY VOTING			Your vote is important. Please vote in one of these ways: •Via internet: Go to www.proxypush.com/EHAB and follow the instructions. You will need to enter the control number on your proxy card; •By telephone: Call toll-free 1-866-569-2003 and follow the instructions. You will need to enter the control number on your proxy card; •In writing: Complete, sign, date and promptly return your proxy card in the enclosed envelope; or •Register at www.proxypush.com/EHAB to vote during the 2023 Annual Meeting

IMPORTANT NOTICE			Enhabit’s proxy statement on Schedule 14A, form of proxy card, and 2022 Annual Report (including the 2022 Annual Report on Form 10-K) are available at www.proxydoc.com/EHAB. We will mail a notice of internet availability of proxy materials, which contains instructions on how to access these materials and vote online.

Your vote is important. Please exercise your stockholder right to vote by submitting your proxy or voting instructions as soon as possible.

By Order of the Board of Directors,


Dallas, Texas									Dylan C. Black
May 19, 2023									Secretary

ENHABIT, INC.

PROXY STATEMENT

TABLE OF CONTENTS


		Page
PROXY SUMMARY		1

COMMONLY ASKED QUESTIONS		3

ITEMS OF BUSINESS REQUIRING YOUR VOTE		7
Proposal 1 – Election of Directors		7
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm		14
	Audit Committee Report	18
Proposal 3 – Advisory Vote on Executive Compensation		19
Proposal 4 – Advisory Vote on the Frequency of the “Say-on-Pay” Vote		20

CORPORATE GOVERNANCE AND BOARD STRUCTURE		21
Corporate Governance		21
	Corporate Governance Guidelines	21
	Code of Ethics	21
	Board Oversight of the Company’s Risks	22
	Board Oversight of the Company’s Cybersecurity Program and Patient Privacy Matters	22
	Board Oversight of ESG Matters	22
	Annual Evaluation of the Performance of the Board and Its Committees	22
	Corporate Website	2 3
Stockholder Engagement and Communications to Directors		24
Board Structure and Committees		25
	Board Structure and Meetings	25
	Audit Committee	25
	Compensation and Human Capital Committee	26
	Compliance and Quality of Care Committee	26
	Finance Committee	27
	Nominating/Corporate Governance Committee	27
Director Nomination Process		28
	Criteria for Board Members	28
	Process for Identifying and Evaluating Candidates	28
	Director Nominees Proposed by Stockholders	28
	Director Independence	28
Compensation of Directors		30

COMPENSATION AND HUMAN CAPITAL COMMITTEE MATTERS		31
Compensation Committee Interlocks and Insider Participation		31
Compensation and Human Capital Committee Report		31

EXECUTIVE COMPENSATION		32
Compensation Discussion and Analysis		32
	Executive Summary	33
	Executive Compensation Philosophy	34
	Determination of Compensation	36
	Elements of Executive Compensation	36
	Other 2022 NEO Compensation	42
	Other Compensation Policies & Practices	43
	Executive Compensation Program Details and Changes in 2023	45
Executive Compensation Tables		47
Summary Compensation Table		47
Grants of Plan-Based Awards During 2022		49
Outstanding Equity Awards at December 31, 2022		51
Options Exercised and Stock Vested in 2022		52
Potential Payments upon Termination of Employment		52
Nonqualified Deferred Compensation Plan		55


									Page
Equity Compensation Plans									56
2022 Omnibus Performance Incentive Plan									56
Pay Versus Performance (PVP)									56

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS									59
Review and Approval of Transactions with Related Persons									59
Transactions with Related Persons									59

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT									63

EXECUTIVE OFFICERS									65

GENERAL INFORMATION									67
Other Business									67
Annual Report to Stockholders									67
Proposals for 2024 Annual Meeting of Stockholders									67

APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP RESULTS									A-1

A PPENDIX B - PROXY CARD									B-1

Notes to Reader

Terms

As used in this report, the terms “Enhabit,” “we,” “us,” “our,” and the “Company” refer to Enhabit, Inc. and its consolidated subsidiaries, unless otherwise stated or indicated by context.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains historical information, as well as forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that involve known and unknown risks and relate to, among other things, future events, projections, financial guidance, legislative or regulatory developments, strategy or growth opportunities, our future financial performance, our projected business results, or our projected capital expenditures. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, the reader can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “targets,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Any forward-looking statement speaks only as of the date of this report, and the Company undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties, many of which are beyond our control. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. Our Annual Report on Form 10-K for the year ended December 31, 2022 dated April 14, 2023, which can be found on the Company’s website at http://investors.ehab.com, discusses risks and factors that could cause actual results to differ materially from those expressed or implied by any forward-looking statement in this report.

Website

This proxy statement contains references to Enhabit’s website. Our website is not and shall not be deemed to be a part of this proxy statement by reference or otherwise incorporated into any other filings we make with the SEC.

ENHABIT, INC.

PROXY STATEMENT

PROXY SUMMARY

This summary highlights selected information about the items to be voted on at our annual meeting and information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote, so you should read the entire proxy statement carefully before voting.

On July 1, 2022, we became a publicly traded company when our former parent company, Encompass Health Corporation (“Encompass”), separated its home health and hospice business from its inpatient rehabilitation business and made a distribution of all of our outstanding common stock to Encompass’s stockholders (the “Separation”). The 2023 annual meeting is our first annual meeting following the Separation.

Our corporate predecessor was formed in 2014 to hold Encompass’s home health and hospice business. As a stand-alone company, Enhabit, Inc. is a leading provider of home health and hospice services in the United States with a footprint of 253 home health and 107 hospice locations across 34 states. The Separation is discussed in more detail in our Annual Report on Form 10-K for the year ended December 31, 2022, including Amendment No. 1 (the “2022 Form 10-K”). In addition, our 2022 Form 10-K describes our Company and the assets and liabilities that comprise the home health and hospice services business that we now own following completion of the Separation.

Proposals That Require Your Vote

Enhabit’s board of directors (our “Board”) recommends the following votes for each proposal:

Proposals

Board Recommendation

Votes Required for Approval

More Information

1. Election of 13 directors to serve until our 2024 annual meeting

FOR each nominee

Votes for a director nominee exceed 50% of the number of votes cast with respect to that nominee

Page 7

2. Ratification of the appointment of our independent registered public accounting firm

FOR

Votes for the proposal exceed the votes against the proposal

Page 1 6

3. Approval, on an advisory basis, of our executive compensation

FOR

Votes for the proposal exceed the votes against the proposal

Page 3 2

4. Vote, on an advisory basis, as to whether the above “say-on-pay” advisory vote should occur every one, two, or three years

FOR - One Year

Option receiving the most votes cast for it

Page 20

Executive Compensation Best Practices

We have implemented the following best practices related to executive compensation:

Emphasis on performance-based variable compensation

No significant perquisites

Majority of long-term incentive awards are performance-based

No “single-trigger” vesting for equity awards in the event of a change in control

Short-term incentive plan includes both financial and quality of care (ESG) metrics

No hedging or pledging of Company stock

Robust stock ownership requirements for officers and directors implemented in 2022

No tax gross-ups on termination payments related to a change in control

Conduct annual review of peer group and competitiveness of executive compensation

No dividends paid out on unvested restricted or performance shares

Cash severance provisions aligned with market practices

No defined benefit pension plans for executives

“Double-trigger” vesting for equity awards in the event of a change in control

No option repricing

Compensation recoupment, or “claw-back,” policy applies to both cash and equity incentives and covers misconduct in some cases where a financial restatement has not occurred

Compensation Committee comprised solely of independent directors

Independent compensation consultant

Governance Highlights

Independent, non-executive chairman of the board

12 of 13 directors standing for re-election are independent

All standing board committees are fully independent

Declassified board with annual elections

None of the directors serve on more than three outside public company boards

Focus on board diversity- five female directors and three directors identify as members of underrepresented groups

Annual board and committee performance evaluations and periodic involvement of outside advisors in such evaluations

Stockholders may amend our bylaws by simple majority vote

Exclusive forum bylaw

Proxy reimbursement bylaw for stockholder proxy solicitation expenses

Stockholders may act by written consent

Enterprise risk management, including cybersecurity, oversight by full board and designated committees on regular schedule

Organizational focus on a strong culture that values inclusion, diversity, and equity and employee development and engagement

COMMONLY ASKED QUESTIONS

Why did I receive these proxy materials?

We are furnishing this proxy statement in connection with the solicitation by our Board of proxies to be voted at our 2023 annual meeting of stockholders and at any adjournment or postponement. At our annual meeting, stockholders will act upon the following proposals:

(1)to elect 13 directors to the Board to serve until our 2024 annual meeting of stockholders;

(2)to ratify the appointment by the Audit Committee of our Board of PricewaterhouseCoopers LLP as our independent registered public accounting firm;

(3)to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement;

(4)to vote, on an advisory basis, as to whether the above “say-on-pay” advisory vote should occur every one, two, or three years; and

(5)to transact such other business as may properly come before the 2023 annual meeting of stockholders and any adjournment or postponement.

These proxy solicitation materials are being sent to our stockholders on or about May 19, 2023 and summarize the purposes of the meeting and the information you need to know to vote at the annual meeting.

What do I need to attend the virtual meeting?

In order to attend the annual meeting, you must register in advance at www.proxypush.com/EHAB prior to the deadline of June 27, 2023 at 5:00 p.m. (CDT). The Control Number provided on your voting information form or proxy card is necessary to register. Upon completing registration, you will receive a confirmation e-mail, which will contain further instructions about when you will receive a unique link to allow you access to the annual meeting and instructions for submitting questions in advance of the annual meeting. Approximately one hour prior to the meeting start time, all pre-registered stockholders will receive an e-mail containing a unique link to allow them access to the meeting— as well as a link giving them the ability to vote during the meeting. Please be sure to review and follow the instructions found on your proxy card and/or voting instruction form, as well as the instructions that will be delivered to you via e-mail after you register.

www.proxypush.com/EHAB

⇒

Enter the control number on your proxy card, voting instruction form, or
Notice of Internet Availability

⇒

A unique link will be emailed to you to access the Annual Meeting

Who is entitled to vote at the meeting?

The Board has determined that those stockholders who are recorded in the books of our transfer agent as owning shares of our common stock as of the close of business on May 10, 2023, are entitled to receive notice of and to vote at the annual meeting. As of May 10, 2023, there were 50,099,817 shares of our common stock issued and outstanding. Your shares may be (1) held directly in your name as the stockholder of record or (2) held for you as the beneficial owner through a stock brokerage account, bank or other nominee, or both. Each share of common stock owned as of the close of business on May 10, 2023 is entitled to one vote on each matter properly brought before the annual meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the meeting.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank, or nominee which is considered, with respect to those shares, the stockholder of record. As the beneficial owner of shares, you are invited to attend the virtual annual meeting; however, you may not vote your shares at the annual meeting unless you obtain a written proxy from your broker.

If I am a beneficial owner stockholder, how do I vote?

You are considered a beneficial owner of shares held in “street name” if your shares are held by a broker, bank or other nominee on your behalf. If you are a beneficial owner of shares, you will receive instructions from your broker describing how to vote your shares. As a beneficial owner of your shares, you are entitled to direct your broker how to vote your shares. You may instruct your broker on how to vote by completing the voting instruction form provided to you by your broker. You may also vote by telephone or via the Internet if your broker makes such methods available, in which case applicable instructions will be provided to you by your broker. If you do not timely instruct your broker on how to vote your shares, your broker may vote your shares as it decides with respect to Proposal Two (the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm). There are also non-discretionary matters for which your broker does not have discretionary authority to vote unless it receives timely instructions from you: Proposal One (the election of directors), Proposal Three (the non-binding, advisory approval of named executive officer compensation) and Proposal Four (the advisory vote on the frequency of the stockholder vote to approve named executive officer compensation). A “broker non-vote” results when a broker does not have discretion to vote on a particular matter, you have not given timely instructions on how the broker should vote your shares and the broker indicates it does not have authority to vote such shares on its proxy. Please review the materials provided to you and vote as soon as possible.

If I am a stockholder of record, how do I vote?

You are a stockholder of record if your shares are directly held by you and registered in your name with our transfer agent, Computershare Trust Company, N.A. If you are a stockholder of record, you may vote your shares via the Internet at www.proxypush.com/EHAB. You may also vote by touch-tone telephone from the United States by calling 1-866-569-2033, or by completing, signing and dating the proxy card and returning the proxy card in the prepaid envelope. In order to be valid and acted upon at the annual meeting, your proxy must be received before 11:59 p.m. (CDT) on June 27, 2023. Shares represented by proxy will be voted at the annual meeting unless the proxy is revoked at any time prior to the time at which the shares covered by proxy are voted by: (i) timely submitting a proxy with new voting instructions via the Internet or telephone; (ii) timely delivering a valid, later-dated executed proxy card; (iii) delivering a written notice of revocation that is received by our Corporate Secretary at 6688 N. Central Expressway, Suite 1300, Dallas, Texas 75206, by 11:59 p.m. (CDT) on June 27, 2023; or (iv) voting at the virtual annual meeting by completing a ballot. The Control Number provided on your voting information form or proxy card is necessary to vote. Please review the materials provided to you and vote as soon as possible.

How may I submit questions at the annual meeting?

To submit questions at the annual meeting, you must register in advance at ww.proxypush.com/EHAB prior to the deadline of June 27, 2023 at 5:00 p.m. (CDT). Upon completing your registration, you will receive further instructions via e-mail, including your unique link that will allow you access to the meeting and will also permit you to submit questions.

Appropriate, pre-submitted questions related to the business of the annual meeting (the proposals being voted upon) will be answered during the annual meeting, subject to time constraints. Any such questions that cannot be answered during the annual meeting due to time constraints will be posted and answered on the Investor Relations section of our website as soon as practical after the annual meeting.

What if during the check-in time or during the annual meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the annual meeting login page and included in the meeting access e-mail. Registration support is also available by directing your question(s) to the e-mail address displayed on the registration page.

Can I access the proxy statement and annual report on the internet?

Yes. This proxy statement, the form of proxy card and our 2022 Form 10-K are available at www.proxydocs.com/EHAB. If you received a paper copy of the proxy materials, you have made a previous election to that effect. If you are a stockholder of record and would like to access future proxy materials electronically instead of receiving paper copies in the mail, there are several ways to do this. You can mark the appropriate box on your proxy card or follow the instructions if you vote by telephone or the internet. If you have internet access, we hope you make this choice. Receiving future annual reports and proxy statements via the internet will be simpler for you, will save the Company money and is friendlier to the environment.

A copy of our 2022 Form 10-K and the proxy materials are also available without charge from the “Investors” section of our website at https://investors.ehab.com. The 2022 Form 10-K and the proxy materials are also available in print to stockholders without charge and upon request, addressed to Enhabit, Inc., 6688 N. Central Expressway, Suite 1300, Dallas, Texas 75206, Attention: Corporate Secretary.

Are you planning on making the proxy materials only available by internet this year, unless paper copies are requested?

No. Although many public companies mail a notice to their stockholders so they can provide proxy materials through the internet, we have elected to use the “full set delivery” option and are providing paper copies of proxy materials to all of our stockholders, unless otherwise previously requested by the stockholder. Our proxy materials and 2022 Form 10-K comprising our Annual Report are also available via the internet. See “Can I access the proxy statement and report on the internet?” directly above. We may decide not to use the “full set delivery” option in the future; however, you will still have the right to request a free set of proxy materials by mail.

What is “householding” and how does it affect me?

We are sending only one notice or one proxy statement and annual report to the address of multiple stockholders having the same address unless we have received contrary instructions from any stockholder. This practice, known as “householding,” saves paper and reduces printing and mailing costs. If any stockholder residing at such an address wishes to receive an individual copy of the materials, please contact our Corporate Secretary at 6688 N. Central Expressway, Suite 1300, Dallas, Texas 75206, or call 1-887-330-7657. Conversely, if you are receiving multiple copies of these disclosure documents and wish to receive only one copy, you should contact your bank or broker for information regarding householding of disclosure documents and to request a change in delivery status.

What constitutes a quorum to transact business at the meeting?

Before any business may be transacted at the annual meeting, a quorum must be present. The presence at the annual meeting, in person or by proxy, of the holders of a majority of the shares of all of our capital stock outstanding and entitled to vote on the record date will constitute a quorum. At the close of business on May 10, 2023, 50,099,817 shares of our common stock were issued and outstanding. Proxies received but marked as withholds, abstentions, and broker non-votes will be included in the calculation of the number of shares considered to be present at the annual meeting for purposes of a quorum.

If a quorum is not present or if we decide that more time is necessary for the solicitation of proxies, we may adjourn the annual meeting. We may do this with or without a stockholder vote. If the stockholders vote to adjourn the annual meeting in accordance with our Bylaws, the named proxies will vote all shares of common stock for which they have voting authority in favor of adjournment.

What vote is required to approve each item?

The vote requirements for Proposals One and Two are as follows:

•Each nominee for director named in Proposal One will be elected if the votes for the nominee exceed the number of votes against with respect to such nominee. Votes cast with respect to a nominee will exclude abstentions and broker non-votes.

•The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm will be approved if the votes cast for the proposal exceed those cast against the proposal. Broker non-votes will not be counted as votes cast for or against.

Please note that “say-on-pay,” Proposal Three, and “say-on-frequency,” Proposal Four, are only advisory in nature and have no binding effect on the Company or our Board. For Proposal Three, our Board will consider the proposal approved if the votes cast in favor of the proposal exceed the votes cast against it. For Proposal Four, our Board will consider the preferred option to be the one receiving the most votes cast for it. Broker non-votes will not be counted as votes cast for or against these proposals.

A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you are a beneficial owner, your bank, broker or other holder of record is permitted to vote your shares on the ratification of the independent registered public accounting firm even if the record holder does not receive voting instructions from you. Absent instructions from you, the record holder may not vote on any “nondiscretionary” matter including a director election, an equity compensation plan, a matter relating to executive compensation, certain corporate governance changes, or any stockholder proposal. In that case, without your voting instructions, a broker non-vote will occur. An “abstention” will occur at the annual meeting if your shares are deemed to be present at the annual meeting because you attend the annual meeting but you do not vote on any proposal or other matter which is required to be voted on at the annual meeting. You should consult your broker if you have questions about this.

The affirmative vote of at least a majority of our issued and outstanding shares present, in person or by proxy, and entitled to vote at the annual meeting will be required to approve any stockholder proposal validly presented at a meeting of stockholders. Under applicable Delaware law, in determining whether any stockholder proposal has received the requisite number of affirmative votes, abstentions will have the same effect as a vote against any stockholder proposal. Broker non-votes will be ignored. There are no dissenters’ rights of appraisal in connection with any stockholder vote to be taken at the annual meeting.

What does it mean if I receive more than one proxy or voting instruction card?

It means your shares of common stock are registered differently or are in more than one account. Please return each proxy and voting instruction card you receive. Please submit your vote for each control number you have been assigned.

Where can I find the voting results of the meeting?

We will announce preliminary voting results at the meeting. We will publish the voting results in a Current Report on Form 8-K to be filed with the SEC no later than four business days following the end of the annual meeting.

Who will count the votes?

A representative of Mediant Communications, acting as the inspector of election, will tabulate and certify the votes.

Who will pay for the cost of this proxy solicitation?

We are making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. If you choose to access the proxy materials or vote over the internet, however, you are responsible for internet access charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We will request banks, brokers, nominees, custodians, and other fiduciaries who hold shares of our stock in street name, to forward these proxy solicitation materials to the beneficial owners of those shares and we will reimburse the reasonable out-of-pocket expenses they incur in doing so.

Who should I contact if I have questions?

If you hold our common stock through a brokerage account and you have any questions or need assistance in voting your shares, you should contact the broker or bank where you hold the account. If you are a record holder of our common stock and you have any questions or need assistance in voting your shares, please contact our Investor Relations department at investorrelations@ehab.com.

ITEMS OF BUSINESS REQUIRING YOUR VOTE

Proposal 1 – Election of Directors

Director Nominees

The Board of Enhabit currently consists of 13 members. All nominees currently serve on our Board and their current terms will expire at the 2023 annual meeting. Our Board has determined that all of our Board members are independent, except Ms. Jacobsmeyer, our President and Chief Executive Officer. Based on the recommendation of the Nominating/Corporate Governance Committee, our Board proposes that each of the 13 nominees listed below be elected as directors at this annual meeting and serve until our 2024 annual meeting of stockholders.

Each director nominee named in Proposal One will be elected if the votes for that nominee exceed 50% of the number of votes cast with respect to that nominee. Votes cast with respect to a nominee will exclude abstentions and broker non-votes. If a nominee becomes unable or unwilling to accept the nomination or election, the persons designated as proxies will be entitled to vote for any other person designated as a substitute nominee by our Board. We have no reason to believe that any of the following nominees will be unable to serve. Below we have provided information relating to each of the director nominees proposed for election by our Board, including a brief description of why he or she was nominated.

Name of Nominee

Age

Current Roles

Leo I. Higdon, Jr.

Chairman of the Board, Member of Finance Committee and Audit Committee

Jeffrey W. Bolton

Member of Audit Committee and Compliance/Quality of Care Committee

Tina L. Brown-Stevenson

Member of Nominating/Corporate Governance Committee and Compliance/Quality of Care Committee

Yvonne Curl

Member of Compensation and Human Capital Committee (Chair) and Nominating/Corporate Governance Committee

Charles M. Elson

Member of Finance Committee (Chair) and Nominating/Corporate Governance Committee

Erin P. Hoeflinger

Member of Compensation and Human Capital Committee and Compliance/Quality of Care Committee

Barbara A. Jacobsmeyer

President and Chief Executive Officer

Susan La Monica

Member of Finance Committee and Compensation and Human Capital Committee

John E. Maupin, Jr.

Member of Compliance and Quality of Care Committee (Chair) and Audit Committee

Stuart M. McGuigan

Member of Compliance/Quality of Care Committee and Nominating/Corporate Governance Committee

Gregory S. Rush

Member of Finance Committee and Audit Committee (Chair)

Barry Schochet

Member of Compliance/Quality of Care Committee and Nominating/Corporate Governance Committee

L. Edward Shaw, Jr.

Member of Nominating/Corporate Governance Committee (Chair) and Compensation and Human Capital Committee

The following matrix is intended to summarize the primary skills and expertise qualifications of the nominees. Each nominee’s individual experiences and qualifications are described in more detail in the biographies below.


			Mr. Higdon served as President of Connecticut College from July 1, 2006, to December 31, 2013. He served as the President of the College of Charleston from October 2001 to June 2006. Between 1997 and 2001, Mr. Higdon served as President of Babson College in Wellesley, Massachusetts. He also served as Dean of the Darden Graduate School of Business Administration at the University of Virginia. His financial experience includes a 20-year tenure at Salomon Brothers, where he became Vice Chairman and Member of the Executive Committee, managing the Global Investment Banking Division. Mr Higdon served as a Director of Encompass from 2004 and served as its Chairman from 2014 until May 5, 2022. Mr. Higdon also served as a Director of Citizens Financial Group, Inc. As a result of his 20 years of experience in the financial services industry combined with his strategic management skills gained through various senior executive positions, including in academia, and service on numerous boards of directors, Mr. Higdon has extensive experience with strategic and financial planning and the operations of public companies.
Leo I. Higdon, Jr.
Committees: Chairman of the Board, Member of Finance Committee and Audit Committee
Age: 77
Director Since: 2022


			Mr. Bolton has more than 40 years of experience in a variety of sectors, including healthcare, higher education, and local government. Throughout his career, Mr. Bolton has developed a deep knowledge of acute care hospitals and integrated health networks. Most recently, Mr. Bolton served as the Chief Administrative Officer and Vice President for Administration (the most senior non-physician executive) at Mayo Clinic. While holding this position, Mr. Bolton managed strategic alliances and business development, corporate accounting and external reporting, and financial planning and analysis. Mr. Bolton co-led the development of the organization’s new strategic plan and substantially transformed the leadership team, bringing in high-profile executives from outside the system for key roles, such as Chief Financial Officer and Chief Human Resources Officer, that had traditionally been filled from within. Prior to serving as the Chief Administrative Officer and Vice President, Mr. Bolton was the Chief Financial Officer and Chair of the Department of Finance at Mayo Clinic. Prior to joining Mayo Clinic, Mr. Bolton worked at Carnegie Mellon University where he held various finance and planning positions, including Chief Financial Officer. Previously, Mr. Bolton worked as a Planning and Financial Analyst at the University of Pittsburgh. He began his career as a Contract Administrator in the City of Pittsburgh. Mr. Bolton currently serves on the Board of Resoundant, Inc., a privately held medical technology company. He was recently elected to serve on the Board of Directors of HMN Financial, Inc. a publicly traded stock savings bank holding company. As discussed above, Mr. Bolton brings to the board accounting, finance, and strategic planning skills and qualifications through his extensive experience in a variety of industries, including healthcare.
Jeffrey W. Bolton
Committees: Audit Committee, Compliance/Quality of Care Committee
Age: 67
Director Since: 2022


			Ms. Brown-Stevenson is a retired executive who brings nearly three decades of experience in the national healthcare payor industry where she developed an expertise in health system analytics and data. Ms. Brown-Stevenson joined UnitedHealth Group in 2008 as the Executive Vice President of Healthcare Innovation and Information Group before being promoted to the Chief Data and Analytics Officer of OptumInsight. In 2012, Ms. Brown-Stevenson rose to the role of Senior Vice President of Health System Analytics and Decision Support, where she oversaw the analysis and management of provider and patient data to validate UnitedHealth Group’s strategy and product offerings, before her retirement in 2019. Prior to joining UnitedHealth Group, Ms. Brown-Stevenson previously held senior leadership positions at several other insurance companies, including Aetna, Cigna, and Partners Healthcare. In addition to her healthcare company experience, Ms. Brown-Stevenson currently serves on the boards of directors of several organizations, including Connecticut Children’s Medical Center and Kyruus Inc., a technology company that provides provider search and scheduling solutions to healthcare organizations. She also serves on the Advisory Board of the Commonwealth Honors College at the University of Massachusetts, Amherst. Ms. Brown-Stevenson has demonstrated her leadership and character through involvement on board roles in community and civic organizations. Ms. Brown-Stevenson also provided patient care for many years as a Registered Nurse. As a result of her leadership roles at several large national payors in the rapidly evolving field of healthcare data and analytics and her various private board memberships, Ms. Brown-Stevenson is in a unique position to draw on her extensive experience to advise on opportunities to improve the quality of care for our patients.
Tina L. Brown-Stevenson
Committees: Nominating/Corporate Governance Committee, Compliance/Quality of Care Committee
Age: 66
Director Since: 2022


			Ms. Curl is a former Vice President and Chief Marketing Officer of Avaya, Inc., a global provider of next-generation business collaboration and communications solutions, which position she held from October 2000 through April 2004. Before joining Avaya, Ms. Curl was employed by Xerox Corporation beginning in 1976, where she held a number of middle and senior management positions in sales, marketing and field operations, culminating with her appointment to Corporate Vice President. Ms. Curl currently serves as a Director/Trustee of VALIC Companies I & II, a mutual fund complex sponsored by American International Group, Inc., and as a Director on the board of the Hilton Head Community Foundation. Ms. Curl served as a Director on Encompass’s Board of Directors from 2004 until May 5, 2022. In the past five years, she has served as a Director of Nationwide Mutual Insurance Company and the Hilton Head Humane Association. Ms. Curl has proven senior executive experience with broad operational experience in sales, marketing, and general management through her previous roles with large public companies as described above. Having served on and chaired several compensation committees on the board of directors of public companies, she has experience in the development and oversight of compensation programs and policies.
Yvonne M. Curl
Committees: Compensation and Human Capital Committee (Chair), Nominating/Corporate Governance Committee
Age: 68
Director Since: 2022


			Mr. Elson is a retired professor of Finance and the retired Edgar S. Woolard, Jr. Chair in Corporate Governance at the University of Delaware’s Alfred Lerner College of Business and Economics. Since 2020, he has served as Executive Editor-at-Large of Directors & Boards magazine. From 2000 to 2020, he served as the Founding Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. Mr. Elson has also served on the National Association of Corporate Directors’ Commissions on Director Compensation, Executive Compensation and the Role of the Compensation Committee, Director Professionalism, CEO Succession, Audit Committees, Governance Committee, Strategic Planning, Director Evaluation, Talent Development, Risk Governance, Role of Lead Director, Strategy Development, Board Diversity, Board and Long-term Value Creation, and Building the Strategic Asset Board. Mr. Elson served as a Director on Encompass’s Board of Directors from 2004 until May 5, 2022. Additionally, he has served as a member of the National Association of Corporate Directors’ Best Practices Council on Coping with Fraud and Other Illegal Activity and of that organization’s Advisory Council. Mr. Elson serves on the board of Blue Bell Creameries U.S.A., Inc., a privately held company. He recently served as a Director of Bob Evans Farms, Inc. In addition, Mr. Elson serves as Vice Chairman of the American Bar Association’s Committee on Corporate Governance. Mr. Elson has been Of Counsel/Consultant to the law firm of Holland & Knight LLP from 1995 to the present. Mr. Elson has extensive knowledge of and experience in matters of corporate governance through his leadership roles with professional organizations dedicated to the topics as described above. Mr. Elson’s academic, professional and board experiences allows him to effectively address the range of issues facing public companies.
Charles M. Elson
Committees: Nominating/Corporate Governance Committee, Finance Committee (Chair)
Age: 63
Director Since: 2022


			Ms. Hoeflinger brings over two decades of experience and expertise in the healthcare payor industry and has played key roles in strategy, operations, and general management throughout her career. Ms. Hoeflinger joined Aetna Inc. in 2018 and rose to the role of Senior Vice President of Specialty and Strategic Solutions where she led the strategy to unite CVS and Aetna assets post-merger (one of the largest health insurance acquisitions in history). Prior to her time at Aetna, Ms. Hoeflinger held several positions at Anthem, including the Senior Vice President and President for Local Commercial Business, Senior Vice President and President of the Commercial and Specialty Business Division, the President of Anthem Blue Cross and Blue Shield of Ohio, and the President of Anthem Blue Cross and Blue Shield of Maine. Throughout her career, Ms. Hoeflinger has developed an extensive skill set in implementing and leading complex transformations and integrations. In addition to her healthcare company experience, Ms. Hoeflinger presently serves on the Board of Directors and the Nominating and Governance Committee of Midmark Corporation, a privately held company that manufactures and supplies medical, dental, and animal healthcare products. She previously served on the Board of Directors and the Compensation Committee of First Financial Bancorp, a publicly traded banking and financial services company. Ms. Hoeflinger also served on the Board of Directors and Compensation Committee of MainSource Financial Group, Inc. and MainSource Bank. Ms. Hoeflinger served as a Member of The Ohio State University Board of Trustees, including on its Audit, Compliance, and Finance committee, and also served on the board of the Wexner Medical Center, an academic medical center on The Ohio State University campus. She has also served in various local and national nonprofit board leadership roles. As a result of her 20 years of experience in the healthcare industry where she developed strategic acquisition and management experience as well as her experience serving on a public company board, Ms. Hoeflinger brings both strong strategic planning and corporate governance skills to the board, having led complex transformations and integrations several times throughout her career.
Erin P. Hoeflinger
Committees: Compensation and Human Capital Committee, Compliance/Quality of Care Committee
Age: 57
Director Since: 2022


			Ms. Jacobsmeyer has served as President and Chief Executive Officer of Enhabit since June 2021. Prior to that, she served as Encompass’s Executive Vice President of Operations beginning in December 2016. Ms. Jacobsmeyer joine

SEC Form DEF 14A filed by Enhabit Inc.