Encompass Health Corp
For the period ended May 7, 2026. Filed Apr 7, 2026.
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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 7, 2026 · Filed Apr 7, 2026
Contents
Pay vs. Performance Table
| Year · SCT Total for PEO(1) · CAP for PEO(2) · Average SCT Total for Non-PEO NEOs(1) · Average CAP for Non-PEO NEOs(2) · Value of Initial Fixed $100 Investment Based on: · Net Income(5) · Adjusted EBITDA(6) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return(3) · Peer Group Total Shareholder Return(4) | ||||||||
| (in millions) | ||||||||
| 2025 | 10,297,258 | 20,617,304 | 2,872,812 | 4,923,474 | 170.02 | 113.00 | 759.1 | 1,267.9 |
| 2024 | 9,301,929 | 17,929,351 | 2,198,207 | 3,975,243 | 146.98 | 94.85 | 596.6 | 1,103.7 |
| 2023 | 8,836,376 | 14,065,892 | 2,829,231 | 3,823,684 | 105.61 | 92.92 | 463.0 | 971.1 |
| 2022 | 7,735,969 | 9,873,499 | 1,926,245 | 1,363,196 | 93.78 | 88.35 | 365.9 | 819.3 |
| 2021 | 8,252,128 | 6,225,882 | 2,318,768 | 1,350,557 | 80.10 | 110.00 | 517.2 | 816.4 |
(1) Mr. Tarr, President and Chief Executive Officer, is the principal executive officer, or PEO, for each year represented. The other named executive officers represented in the Non-PEO average amounts above are:
2025: Messrs. Tuer, Coltharp, and Darby, and Ms. Charbonneau
2023-2024: Messrs. Coltharp, Darby, and Price, and Ms. Charbonneau
2022: Messrs. Coltharp, Darby, and Price, and Mses. Jacobsmeyer and Charbonneau
2021: Messrs. Coltharp and Darby, and Mses. Jacobsmeyer, Charbonneau, and Anthony
Ms. Jacobsmeyer ceased serving as an officer of the company upon the spin off of its home health and hospice business on July 1, 2022, and all of her unvested equity awards were cancelled at that time in return for equity awards in the newly public company. Ms. Anthony resigned effective June 18, 2021, and all of her unvested equity awards were cancelled at that time.
(2)To calculate CAP, the following amounts were deducted from and added to the SCT total compensation for the PEO and Non-PEOs respectively:
| Reconciliation of SCT Total Compensation to CAP for PEO | |||||
|---|---|---|---|---|---|
| 2025 · 2024 · 2023 · 2022 · 2021 | |||||
| SCT Total Compensation | 10,297,258 | 9,301,929 | 8,836,376 | 7,735,969 | 8,252,128 |
| DEDUCTIONS | |||||
| Grant Date Fair Value of Stock Awards Reported in SCT | (5,285,381) | (4,856,982) | (4,453,885) | (4,357,861) | (4,188,878) |
| Grant Date Fair Value of Option Awards Reported in SCT | (1,165,376) | (1,085,288) | (951,957) | (1,055,281) | (1,026,087) |
| ADDITIONS | |||||
| Year-end Fair Value for Awards Granted during Year | 8,830,123 | 8,416,920 | 8,375,441 | 6,212,964 | 5,162,931 |
| Inc (Dec) in Fair Value during Year for Prior Years’ Unvested Awards | 5,925,852 | 5,477,125 | 2,331,154 | 695,380 | (2,065,946) |
| Inc (Dec) in Fair Value from Year-end to Vesting/Cancellation during Year | 1,850,678 | 508,981 | (199,895) | 514,852 | (111,958) |
| Dividends Paid on Awards Vesting during Year | 164,150 | 166,666 | 128,658 | 127,476 | 203,692 |
| CAP | 20,617,304 | 17,929,351 | 14,065,892 | 9,873,499 | 6,225,882 |
| Reconciliation of SCT Total Compensation to CAP for Average Non-PEO NEOs | |||||
|---|---|---|---|---|---|
| 2025 · 2024 · 2023 · 2022 · 2021 | |||||
| SCT Total Compensation | 2,872,812 | 2,198,207 | 2,829,231 | 1,926,245 | 2,318,768 |
| DEDUCTIONS | |||||
| Grant Date Fair Value of Stock Awards Reported in SCT | (1,222,332) | (891,460) | (1,543,550) | (967,531) | (950,358) |
| Grant Date Fair Value of Option Awards Reported in SCT | (162,368) | (147,860) | (130,390) | (192,180) | (212,314) |
| ADDITIONS | |||||
| Year-end Fair Value for Awards Granted during Year | 1,813,409 | 1,460,479 | 2,263,913 | 864,201 | 971,657 |
| Inc (Dec) in Fair Value during Year for Prior Years’ Unvested Awards | 1,264,015 | 1,244,251 | 406,946 | (364,445) | (784,965) |
| Inc (Dec) in Fair Value from Year-end to Vesting/Cancellation during Year | 327,364 | 81,547 | (25,915) | 84,648 | (25,964) |
| Dividends Paid on Awards Vesting during Year | 30,574 | 30,079 | 23,449 | 12,258 | 33,733 |
| CAP | 4,923,474 | 3,975,243 | 3,823,684 | 1,363,196 | 1,350,557 |
(3) Cumulative Total Shareholder Return (“TSR”) represents stock price appreciation plus dividends paid (assuming reinvestment) during the measurement period beginning as of market close December 31, 2020 through December 31 of the year noted. The TSR amounts in the table reflect the appreciation on the assumed investment of $100 on December 31, 2020 and the reinvestment of any dividends paid. The TSR reflects the effect of the spin off of our home health and hospice business on July 1, 2022, which was structured as a pro rata distribution of one share of newco common stock for every two shares of Encompass Health common stock. The TSR calculation assumes the reinvestment on July 1, 2022 of the value of the newco stock distributed, which for each share of Encompass Health stock was assumed to be the cash equivalent of half of the opening trading price of newco stock on that date.
(4) The peer group represented here is the S&P Health Care Services Selected Industry Index which is the peer group represented in Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, of our Annual Report on Form 10-K. The cumulative TSR for the peer group reflects weighting of each constituent company’s TSR by its stock market capitalization.
(5) The Net Income amounts reported here are the net and comprehensive income amounts reflected in the Company’s audited consolidated financial statements for the applicable years, which amounts include income/loss from discontinued operations and income attributable to noncontrolling interests. Accordingly, the decline in Net Income from 2021 to 2022 reflects the spin off of our home health and hospice business completed on July 1, 2022.
(6) Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles in the United States of America (“GAAP”). A reconciliation of Adjusted EBITDA to net cash provided by operating activities, which is the most comparable GAAP financial measure, is shown in Appendix A to this proxy statement. Adjusted EBITDA shown above does not include income/loss from discontinued operations and income attributable to noncontrolling interests. Adjusted EBITDA, as used as a metric in our annual cash incentive plan, is further adjusted for certain unusual or nonrecurring unbudgeted items as described on page 40.
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