Charles Elson
About Charles M. Elson
Age 65; independent director of Enhabit (EHAB) since 2022. Executive Editor‑at‑Large at Directors & Boards and long‑tenured corporate governance academic and practitioner; previously Of Counsel/Consultant at Holland & Knight (1995–2024), founding director of the Weinberg Center for Corporate Governance at University of Delaware (2000–2021), and Professor of Law at Stetson University (1990–2000). Education: B.A., Harvard College; J.D., University of Virginia Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holland & Knight LLP | Of Counsel / Consultant | 1995–2024 | Governance advisory and legal consulting |
| University of Delaware (Alfred Lerner College) | Professor of Finance; Edgar S. Woolard, Jr. Chair in Corporate Governance; Founding Director, Weinberg Center | 2000–2021 | Led academic center shaping board practices; governance thought leadership |
| Stetson University College of Law | Professor of Law | 1990–2000 | Corporate/securities law educator |
| University of Pennsylvania Carey Law School | Lecturer in Law | 2023 | Corporate governance instruction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Directors & Boards magazine | Executive Editor‑at‑Large | Since 2020 | Governance publication leadership |
| ABA Committee on Corporate Governance | Vice Chairman | Since 1998 | Governance standards advocacy |
| National Association of Corporate Directors | Member; Blue Ribbon Commissions participant | Since 1995 | Commissions on director compensation, professionalism, CEO succession, audit committees, strategic planning, director evaluation |
| Investor Responsibility Research Center | Director | 1999–2006 | Investor governance research |
| Encompass Health (NYSE: EHC) | Director (prior) | 2004–2020 | Former parent of Enhabit |
| Blue Bell Creameries | Director (prior) | 2019–2024 | Private company board |
| Other prior boards | Circon, Sunbeam, Neuvo Energy (until acquired), Alderwoods Group (until acquired), AutoZone (NYSE: AZO), Bob Evans Farms (until acquired), Dogfish Head Craft Brewery (until acquired) | Not disclosed | Broad cross‑industry board experience |
Board Governance
- Committee assignments:
- 2025 director nominee slate indicates Elson slated for Audit & Finance and Nominating & Corporate Governance .
- Following 2024 Annual Meeting, he served on Care, Compliance & Cybersecurity and Nominating & Corporate Governance .
- Independence: Board determined nine non‑employee director nominees (including Elson) are independent under NYSE rules; nine of ten directors are independent overall .
- Attendance and engagement: Board met 20 times; all directors attended more than 90% of Board meetings and 90% of committee meetings in 2024 .
- Board leadership and executive sessions: Independent, non‑executive Chair presides; independent sessions generally held at each Board meeting .
Fixed Compensation
| Component | Detail | Amount/Terms | Source |
|---|---|---|---|
| 2024 fees earned (cash) | Elson | $78,668 | |
| 2024 stock awards (RSUs) | Grant date fair value | $150,008 | |
| Total 2024 director compensation | Elson | $228,676 | |
| DSUs elected in lieu of cash (Q4’24) | Elson | 2,633 DSUs | |
| Annual cash retainer (program) | All non‑employee directors | $75,000 | |
| Chair fees (program) | Board Chair; Audit; Compensation; Care/Compliance/Cyber; N&CG | $75,000; $25,000; $20,000; $15,000; $20,000 | |
| Annual equity grant (program) | RSUs to non‑employee directors | $150,000 target; vests upon grant; settled in stock after board departure | |
| Director Deferred Compensation Plan | Election to receive stock/DSUs for fees | Adopted Oct 2024; mechanics disclosed | |
| Non‑employee director comp cap | Aggregate annual limit | $750,000 grant‑date value cap in 2025 Equity Plan |
RSU director grants vest on grant and are settled in shares after departure, improving alignment while deferring delivery .
Performance Compensation
- Non‑employee directors at Enhabit do not receive performance‑based equity (PSUs) or cash incentives; annual director RSUs are time‑based and vest upon grant, settled later .
| Performance Pay Element | Metric(s) | Status | Source |
|---|---|---|---|
| PSUs / performance incentives (directors) | N/A | Not applicable to non‑employee directors |
Other Directorships & Interlocks
| Category | Detail | Source |
|---|---|---|
| Current public company boards | None | |
| Prior public company boards | Encompass Health (2004–2020); AutoZone; Bob Evans Farms; Circon; Sunbeam; Neuvo Energy; Alderwoods Group | |
| Private/non‑profit/academic boards | Blue Bell Creameries (2019–2024); IRRC (1999–2006); ABA Corporate Governance Vice Chair (since 1998); NACD commissions (since 1995) | |
| Compensation committee interlocks | None disclosed for 2024; no officers on Enhabit’s Compensation Committee; no reciprocal interlocks noted |
Expertise & Qualifications
- Recognized governance authority with decades of academic and legal experience; testified before Congress on Sarbanes‑Oxley and Dodd‑Frank governance implications .
- Compliance and risk oversight expertise, including PCAOB advisory group experience and publications such as co‑authoring “The Art of M&A Due Diligence” .
- Extensive public company board/governance experience across industries; founding director of a leading academic governance center .
Equity Ownership
| Item | Detail | Amount/Status | Source |
|---|---|---|---|
| Beneficial ownership | Shares | 56,721; less than 1% of outstanding | |
| Shares outstanding reference | Company total | 50,637,417 (as of Apr 29, 2025) | |
| DSUs elected (Q4’24) | In lieu of cash fees | 2,633 DSUs | |
| Ownership guidelines (directors) | Requirement | 5× annual retainer; 5‑year compliance window | |
| Guideline compliance status | Company statement | All non‑employee directors currently satisfy or are within 5‑year grace period | |
| Hedging/pledging | Policy | Prohibited for directors; short sales, derivatives, margin/pledging banned |
Governance Assessment
- Strengths:
- Independence and committee placement: Elson is independent and positioned on Nominating & Corporate Governance, with Audit & Finance slated in 2025—leveraging his governance and compliance expertise .
- Attendance: Board‑wide attendance >90% underscores engagement standards met; 20 Board meetings in 2024 .
- Pay alignment: Director equity paid as RSUs with settlement upon departure enhances alignment and discourages short‑termism; DSU elections further reinforce long‑term exposure .
- Policies: Robust anti‑hedging/pledging and director comp cap limit potential misalignment; clawback and recoupment policies in place for executives complement governance framework .
- Conflicts: No related‑party transactions disclosed; independence affirmed annually per NYSE standards .
- Watch items / potential red flags:
- Committee transition: Movement from Care/Compliance/Cyber to Audit & Finance in 2025 should be monitored for continuity of oversight focus; ensure audit committee workload and financial literacy remain balanced across members .
- Prior affiliation with Encompass Health (former parent) ended in 2020; not a current conflict but relevant historical context for independence benchmarking .
- Board refresh context: Enhabit executed significant board refresh in 2024–2025, including activist engagement and committee leadership changes; ongoing governance stability and clear succession planning appear to be priorities .
Overall, Elson’s credentials and committee placements are supportive of board effectiveness and investor confidence, with limited conflict indicators and strong alignment policies evident .