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Encompass Health Corp

For the period ended May 1, 2025. Filed Apr 1, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 1, 2025 · Filed Apr 1, 2025

EHC$137.54-2.6%Stored close · as of Nov 6, 2026
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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 Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under Rule 14a-12
Encompass Health Corporation
(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):
ýNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 1, 2025

Dear fellow stockholder:

I am pleased to invite you to attend our 2025 Annual Meeting of Stockholders of Encompass Health Corporation, to be held on Thursday, May 1, 2025, at 11:00 a.m., central time. We will conduct this year’s annual meeting by live webcast only. If you owned Encompass Health common stock on March 7, 2025, you will be able to attend by visiting www.virtualshareholdermeeting.com/EHC2025. The meeting website will be accessible beginning 15 minutes prior to the meeting. To participate in the meeting or vote at the meeting, you must enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive the proxy materials by electronic or physical mail.

We will consider the items of business described in the Proxy Statement accompanying this letter and respond to any questions you may have. The Proxy Statement contains important information about the matters to be voted on and the process for voting, along with information about Encompass Health, its management and its directors.

Every stockholder’s vote is important to us. Even if you plan to attend the annual meeting by logging into the virtual annual meeting website, please promptly vote by submitting your proxy by phone, by internet or by mail. The “Commonly Asked Questions” section of the Proxy Statement and the enclosed proxy card contain detailed instructions for submitting your proxy.

On behalf of the directors, management and employees of Encompass Health, thank you for your continued support of and ownership in our company.

Sincerely,

Greg D. Carmichael

Chairman of the Board of Directors

Notice of Annual Meeting of Stockholders

TIME11:00 a.m., central time, on Thursday, May 1, 2025
PLACEThis year’s annual meeting will be conducted by live webcast. You may attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/EHC2025 and entering the 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials. If you hold your shares through an intermediary, such as a bank or broker, and do not have a control number, please contact the bank or broker.
ITEMS OF BUSINESS•To elect 10 directors to the board of directors to serve until our 2026 annual meeting of stockholders.Ø The board of directors recommends a vote FOR each nominee.•To ratify the appointment by Encompass Health’s Audit Committee of PricewaterhouseCoopers LLP as Encompass Health’s independent registered public accounting firm.Ø 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 Encompass Health’s Definitive Proxy Statement for the 2025 annual meeting.Ø The board of directors recommends a vote FOR the approval of the compensation of our named executive officers.•To approve the 2025 Omnibus Performance Incentive Plan.Ø The board of directors recommends a vote FOR the approval of the 2025 Omnibus Performance Incentive Plan.•To transact such other business as may properly come before the annual meeting and any adjournment or postponement.
RECORD DATEYou can vote if you are a holder of record of Encompass Health common stock on March 7, 2025.
PROXY VOTINGYour vote is important. Please vote in one of these ways:•Via internet: Prior to meeting date, go to http://www.proxyvote.com and follow the instructions. You will need to enter the control number printed on your proxy card;•By telephone: Call toll-free 1-800-690-6903 and follow the instructions. You will need to enter the control number printed on your proxy card;•In writing: Complete, sign, date and promptly return your proxy card in the enclosed envelope; or•At the annual meeting: Go to www.virtualshareholdermeeting.com/EHC2025 at the time of the meeting, enter the control number printed on your proxy card, and follow the instructions.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 1, 2025

Encompass Health’s Proxy Statement on Schedule 14A, form of proxy card, and 2024 Annual Report (including the 2024 Annual Report on Form 10-K) are available at http://www.proxyvote.com after entering the control number printed on your proxy card.

Birmingham, AlabamaPatrick Darby
April 1, 2025Secretary

PROXY STATEMENT

TABLE OF CONTENTS

Page
PROXY SUMMARY1
COMMONLY ASKED QUESTIONS3
ITEMS OF BUSINESS REQUIRING YOUR VOTE9
Proposal 1 – Election of Directors9
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm16
Proposal 3 – Advisory Vote on Executive Compensation18
Proposal 4 – Approval of the 2025 Omnibus Performance Incentive Plan19
CORPORATE GOVERNANCE AND BOARD STRUCTURE26
Corporate Governance26
Corporate Governance Guidelines26
Code of Ethics26
Insider Trading Policy26
Corporate Website26
Board Oversight of the Company’s Risks27
Board Oversight of Sustainability Matters27
Annual Evaluation of the Performance of the Board and Its Committees28
Stockholder Engagement and Communications to Directors29
Board Structure and Committees29
Board Structure and Meetings29
Audit Committee30
Compensation and Human Capital Committee31
Compliance and Quality of Care Committee31
Nominating/Corporate Governance Committee32
Board Composition and Director Nomination Process33
Board Composition33
Criteria for Board Members33
Process for Identifying and Evaluating Candidates34
Board Succession Planning34
Director Nominees Proposed by Stockholders34
Director Independence35
Compensation of Directors36
AUDIT COMMITTEE REPORT38
COMPENSATION AND HUMAN CAPITAL COMMITTEE MATTERS39
Scope of Authority39
Compensation Committee Interlocks and Insider Participation39
Compensation and Human Capital Committee Report39
EXECUTIVE COMPENSATION40
Compensation Discussion and Analysis40
Executive Summary40
Executive Compensation Philosophy42
Determination of Compensation44
Elements of Executive Compensation46
Other Compensation Policies & Practices52
Summary Compensation Table56
Grants of Plan-Based Awards During 202458
Potential Payments upon Termination of Employment60
Outstanding Equity Awards at December 31, 202462
Options Exercised and Stock Vested in 202463

i

Page
Equity Compensation Plans63
2004 Amended and Restated Director Incentive Plan63
2008 Equity Incentive Plan64
2016 Omnibus Performance Incentive Plan64
Deferred Compensation65
Retirement Investment Plans65
Nonqualified Deferred Compensation Plan65
CEO Pay Ratio66
Pay vs. Performance67
Pay vs. Performance Table67
Narrative Disclosure to the Pay vs. Performance Table68
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS71
Review and Approval of Transactions with Related Persons71
Transactions with Related Persons71
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT72
EXECUTIVE OFFICERS73
GENERAL INFORMATION75
APPENDIX A - NOTE REGARDING PRESENTATION OF NON-GAAP FINANCIAL MEASURESA-1
APPENDIX B - 2025 OMNIBUS PERFORMANCE INCENTIVE PLANB-1

NOTE TO READERS

As used in this report, the terms “Encompass Health,” “we,” “us,” “our,” and the “Company” refer to Encompass Health Corporation and its consolidated subsidiaries, unless otherwise stated or indicated by context. We use the term “Encompass Health Corporation” to refer to Encompass Health Corporation alone wherever a distinction between Encompass Health Corporation and its subsidiaries is required or aids in the understanding of this filing.

This proxy statement and the accompanying form of proxy are first being sent to our stockholders on April 1, 2025.

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