Barbara Jacobsmeyer
About Barbara Jacobsmeyer
Barbara A. Jacobsmeyer is President and CEO of Enhabit, Inc. (since 2021) and a director (since 2022). She holds a B.S. from St. Louis University and an M.A. in Health Services Management from Webster University; age 59 as of the 2025 proxy . Under her tenure, 2024 revenue was $1,034.8 million; Adjusted EBITDA improved 2.6% year over year to $100.1 million, but GAAP net income was $(154) million and the three-year TSR has trailed peers (value of $100 investment fell from $57.87 in 2022 to $34.34 in 2024 vs. peer group at $107.05 in 2024) . The company reduced debt by $40 million in 2024 and highlighted strong quality-of-care metrics (e.g., readmissions and hospice visits outperforming national benchmarks) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enhabit, Inc. | President & CEO | 2021–present | Leads strategy and operations post spin-off; engages on policy and reimbursement . |
| Encompass Health | EVP, Operations | 2016–2021 | Oversaw nationwide inpatient rehabilitation operations . |
| Encompass Health | President, Central Region | 2012–2016 | Drove regional performance and growth . |
| Rehabilitation Hospital of St. Louis | CEO | 2007–2012 | Led hospital operations and clinical performance . |
| Des Peres Hospital (St. Louis) | COO | 2000–2007 | Managed acute-care operations . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Partnership for Quality Home Healthcare | Board Secretary; Director | 2023–present; since 2021 | Industry advocacy on home healthcare access . |
| American Heart Association (Birmingham) | Cor Vitae Society Chair; leadership roles | 2017–2022 | Philanthropy and community health engagement . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual 2024 Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 850,000 | 105% | 892,500 | 223,125 (25% of target; paid in fully vested stock with 1-year hold) |
Performance Compensation
Annual Incentive – 2024 SMBP Design and Outcome
| Metric | Weight | 2024 Actual | Payout vs Target | Weighted Result |
|---|---|---|---|---|
| Adjusted EBITDA | 80% | $100.1m (below threshold) | 0% | 0% |
| Quality Scorecard (4 sub-metrics) | 20% | 200% metric achievement (capped to 150% due to EBITDA miss) | 150% | 30% |
| Committee negative discretion | — | — | (5) pp reduction | Final 25% payout |
Long-Term Incentives – Grants and Structure
| Component | 2024 Target LTI ($) | Mix | 2024 Grants (Units) | Vesting/Performance |
|---|---|---|---|---|
| Total LTI Opportunity | 2,677,501 (315% of salary) | 60% PSUs / 40% RSUs | PSUs: 171,452; RSUs: 114,302 | RSUs vest 1/3 annually over 3 years; PSUs based on FCFPS (3 one-year goals across 2024–2026) and 3-yr rTSR vs S&P Healthcare Services Select Industry Index . |
| 2024 Grant-Date Values | — | — | PSUs: $811,530 (2024 tranche) + $246,680 (2023 PSU component measured in 2024); RSUs: $1,007,001 |
Upcoming Time-Based Vesting Schedule (Selected)
| Award Type | Vest Date | Shares |
|---|---|---|
| RSU | 01/01/2025 | 40,849 |
| RSA | 02/25/2025 | 20,788 |
| RSU | 03/01/2025 | 49,767 |
| RSA | 07/01/2025 | 65,963 |
| RSU | 03/01/2026 | 49,768 |
| RSA | 07/01/2026 | 65,964 |
| RSU | 03/01/2027 | 38,101 |
Notes: PSUs settle after performance periods; 2024 PSUs include rTSR and Adjusted FCFPS tranches over 2024–2026 .
Equity Ownership & Alignment
- Beneficial ownership: 843,682 shares (includes 264,971 options exercisable within 60 days); ~1.7% of outstanding shares as of April 22, 2025 .
- Outstanding awards at 12/31/24: Unvested RSUs 331,200 ($2.587m); unearned PSUs at target include multiple tranches; legacy options across 2017–2033 with strikes $15.30–$32.62 (all exercisable/unexercisable detail listed) .
- Ownership guidelines: CEO must hold 5x salary; executives/directors have 5 years to comply. Company states each NEO/director either complies or is within the grace period; hedging and pledging are prohibited by policy .
- Clawbacks: Dodd-Frank compliant recoupment policy plus supplemental misconduct clawback; no tax gross-ups on CIC severance .
Employment Terms
| Topic | Key Terms |
|---|---|
| Severance Plan (Non-CIC) | CEO cash severance 2.5x base salary; 18 months benefits; prorated vesting of time-based equity; performance awards prorated based on actual results at period end; restrictive covenants and release required . |
| CIC Benefits (Double-Trigger) | If terminated without cause/for good reason during pre/post-CIC window, lump sum = 2.5x (base + 3-yr average bonus for CEO), benefits continuation; equity vests (with performance awards converted/assessed per plan). No single-trigger vesting; no option repricing; no gross-ups . |
| Potential Payout Illustration (12/31/24 scenario) | Without cause/Good Reason: total $4.60m (cash $2.125m; benefits $21k; equity $2.458m). With CIC + termination: total $8.30m (cash $3.529m; benefits $21k; equity $4.746m) . |
| 2025 Transition Agreement (CEO succession) | Intends to step down by July 31, 2026 or upon successor appointment; after Transition Date serves as non-executive advisor at $25,000/month until Separation Date; not eligible for 2026 LTI; RSUs unvested at Separation vest in full (subject to restrictive covenant compliance and release); annual incentive eligible and prorated; if terminated without cause pre-Separation, equity vests as if employed through Separation. Includes 12-month non-compete, non-solicit; confidentiality; non-disparagement; release required . |
Board Governance
- Role: Director since 2022; not independent (serving as CEO). She does not serve on board committees; the board has an independent, non-executive chair (Jeffrey W. Bolton), and all four standing committees are 100% independent .
- Director compensation: As an employee director, she received no additional board compensation. Non-employee directors receive $75,000 cash retainer, chair fees, and $150,000 in RSUs (vest on grant; settle on departure) and may elect DSUs; these do not apply to her .
- Attendance: All directors attended >90% of board and committee meetings in 2024 .
Compensation Peer Group and Say-on-Pay
- Peer group: 16 healthcare services/facilities peers (e.g., Addus, Amedisys, DocGo, ModivCare, Pennant, US Physical Therapy) set to align near market median on revenue/market cap; company targets TDC at ~50th percentile with 15% band .
- 2024 say‑on‑pay support: >88% approval (excluding broker non-votes) .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 investment | $57.87 | $45.51 | $34.34 |
| Peer Group TSR – Value of $100 | $99.72 | $104.88 | $107.05 |
| Net Income ($mm) | $(38.3) | $(79.0) | $(154.0) |
| Adjusted EBITDA ($mm) | $149.3 | $97.6 | $100.1 |
| Revenue ($mm) | — | — | $1,034.8 |
Highlights and execution considerations:
- Quality metrics exceeded targets; payer innovation contracts expanded; hospice ADC rose monthly in 2024; company opened 6 de novo sites; debt reduced by $40m in 2024 .
- Compensation plan changes for 2025 add Revenue Growth and a People metric (voluntary turnover) to SMBP, and increase rTSR weighting to 40% in PSUs, signaling focus on growth and retention .
Risk Indicators & Red Flags
- Hedging/pledging is prohibited across employees, officers, directors; mitigates misalignment risk .
- Robust clawbacks (mandatory restatement recoupment plus supplemental misconduct clawback) .
- No single-trigger CIC; double‑trigger requirement and no option repricing; no tax gross‑ups on CIC payments .
- Insider selling pressure: Significant RSU/RSA vesting scheduled across 2025–2027 (see vesting table), which may create periodic supply as shares settle; PSUs settle post-performance .
Expert Assessment: Compensation Structure vs. Performance
- Alignment: CEO target TDC is 57% performance-based (37% PSUs, 20% annual cash), with 61% long-term, consistent with pay-for-performance design; 2024 annual plan paid 25% of target given EBITDA underperformance despite quality achievements and committee negative discretion .
- Equity Mix: Greater reliance on PSUs (60% of LTI) with rTSR and FCFPS encourages cash generation and relative share performance; 2025 shift increases rTSR to 40%, elevating market accountability .
- Severance/CIC: Market-typical CEO multiples (2.5x), double-trigger equity treatment, and release/covenants reduce windfall risk; transition agreement back-end-loads RSU vesting at separation and removes 2026 LTI eligibility, reducing long-term overhang while supporting continuity through CEO search .
Investment Implications
- Near-term leadership transition: The structured transition through July 2026 with advisory pay and RSU vesting clarity lowers key-person disruption risk; however, recruiting outcomes (and timing) will be pivotal for sentiment .
- Incentive recalibration: 2025 SMBP and PSU changes sharpen incentives around revenue growth, retention, and TSR—positive for alignment if execution improves .
- Supply technicals: Multiple sizable vesting events through mid‑2026 could contribute to occasional selling pressure; monitor Form 4 filings and 10b5‑1 plans around cited dates .
- Governance posture: Independent chair, fully independent committees, strong clawbacks, and anti-pledging policies are supportive; say‑on‑pay passed with high support, indicating investor acceptance of the program despite weak TSR to date .