Dylan Black
About Dylan Black
Dylan C. Black (age 56) is General Counsel and Secretary of Enhabit, Inc. (EHAB) since January 2023; he holds a B.A. in Government from Harvard College and a J.D. from the University of Virginia School of Law . Enhabit delivered 2024 net revenue of $1,034.8 million and Adjusted EBITDA of $100.1 million (up 2.6% YoY), while the senior management bonus plan (SMBP) paid out at 25% of target based on quality outperformance with Adjusted EBITDA below threshold . His long‑term incentives emphasize performance-based PSUs tied to adjusted free cash flow per share and relative TSR versus the S&P Healthcare Services Select Industry Index, aligning pay with value creation . The company prohibits hedging and pledging of stock and maintains Dodd‑Frank and supplemental clawback policies, reinforcing alignment and risk controls .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bradley Arant Boult Cummings LLP (Birmingham, AL) | Partner | 1998–2022 | Senior private practice experience prior to joining Enhabit |
| U.S. Court of Appeals for the Sixth Circuit | Law Clerk to Hon. Harry W. Wellford | Not disclosed | Federal appellate clerkship experience |
External Roles
- No public company board roles or outside directorships disclosed for Mr. Black .
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $350,002 as of Dec 31, 2024 |
| Target Bonus % (SMBP) | 70% of base salary |
| Target Bonus $ | $245,001 (70% of $350,002) |
| Actual SMBP Payout (2024) | $61,250 (25% of target), paid in fully vested shares with 1‑yr hold |
| Perquisites | None; no executive perquisite plans |
| Clawbacks | Dodd‑Frank compliant clawback plus supplemental misconduct clawback |
| Hedging/Pledging | Prohibited for all employees/officers/directors |
Performance Compensation
Short-Term Incentive (SMBP) – 2024 Design and Outcome
| Metric | Weight | 2024 Actual | Payout result |
|---|---|---|---|
| Adjusted EBITDA | 80% | $100.1m (below threshold) | 0% (component) |
| Quality Scorecard (4 sub‑metrics) | 20% | Each sub‑metric at 200% of target; capped to 150% due to EBITDA qualifier | 30% weighted result |
| Committee negative discretion | — | — | −5 pts to 25% overall payout |
| Mr. Black’s 2024 SMBP | — | — | $61,250 |
Quality sub‑metrics (each 25% within the 20% bucket): Home Health 60‑day ACH, Hospice Revocation, Home Health PX, Hospice PX – all at 200% before cap .
Long-Term Incentives (LTI)
2024 Awards and Structure
| Grant date | Award type | Units/Target | Grant date fair value ($) | Vesting / Performance | Performance metrics |
|---|---|---|---|---|---|
| 3/1/2024 | RSU | 14,942 | 131,639 | Time-based; 1/3 annually over 3 years | N/A |
| 3/1/2024 | PSU (2024 tranche reported) | Target 10,459 (Th: 5,230; Max: 20,918) | 106,083 | 3‑yr performance period; shares earned by outcomes | Adjusted FCFPS (avg of 2024–2026) 80%; rTSR vs S&P Healthcare Services Select Industry Index 20% |
| 3/1/2024 | PSU (2023 award – 2024 performance portion) | Target 4,575 (Th: 2,288; Max: 9,150) | 40,306 | 3‑yr performance period; tranche reflects 2024 goal setting | Adjusted FCFPS multi‑year average and rTSR, as adopted for 2023 PSUs |
LTI mix and targets: For 2024, Mr. Black’s LTI target was 100% of base salary with a mix of 60% PSUs (22,413 awarded at target across the full PSU construct) and 40% RSUs (14,942) . Note: for PSUs, only the portion with 2024 metrics is recognized in the 2024 grant table, per ASC 718 plan design .
2025 Design Changes (signal): SMBP now includes Revenue Growth and a People (Voluntary Turnover Reduction) metric; PSU rTSR weighting increased to 40%, with FCFPS transitioning toward longer‑term goal setting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/22/2025) | 47,177 shares |
| Ownership % of SO | ~0.093% (47,177 / 50,637,417 shares outstanding; calculated) |
| Unvested RSUs (12/31/2024) | 22,569 ($176,264 MV) |
| Unearned PSUs (12/31/2024) | 3,433 ($26,812), 13,725 ($107,192), 4,482 ($35,004), 17,931 ($140,041) |
| Stock Options | None listed for Mr. Black in 2024 outstanding table |
| Pledged/Hedged Shares | Prohibited by policy (no pledging, hedging, derivatives, or margin) |
| Ownership Guidelines | Other NEOs: 1.5x base salary; 5 years to comply |
| Compliance Status | Each NEO either satisfies or is within the 5‑year grace period |
Vesting cadence: 2024 RSUs vest one‑third annually beginning 3/1/2025; PSUs cliff‑vest based on 3‑year performance; unearned counts above reflect potential payout subject to goals .
Employment Terms
| Provision | Key terms for Mr. Black |
|---|---|
| Role start date | January 2023 (General Counsel & Secretary) |
| Severance Plan (no CIC) | 1.75x base salary; 12 months employer‑paid health benefits; restrictive covenants required |
| Change‑in‑Control Benefits | Double‑trigger; 1.75x base salary plus average actual bonus (prior 3 years) upon qualifying termination; 12 months benefits; equity treatment per plan |
| Equity acceleration | Upon death/disability: full vesting of unvested equity (options/SARs forfeiture rules apply); retirement: pro‑rata vesting, performance awards subject to goals or committee discretion |
| Non‑compete/Non‑solicit | Required to receive benefits; duration equals benefit continuation (12 months for Mr. Black) |
| Clawbacks | Dodd‑Frank policy (restatements) and supplemental misconduct policy (recoupment/cancellation) |
| Hedging/Pledging | Prohibited |
| Tax Gross‑Ups | None on termination/CIC benefits |
Illustrative potential payments if separation occurred 12/31/2024:
| Scenario | Cash Severance | Health & Welfare | Equity Acceleration | Total |
|---|---|---|---|---|
| Without Cause / Good Reason (no CIC) | $612,500 | $14,023 | $193,024 | $819,547 |
| Disability | — | — | $485,313 | $485,313 |
| Death | — | — | $485,313 | $485,313 |
| Retirement (assumed eligible) | — | — | $193,024 | $193,024 |
| Without Cause / Good Reason (with CIC) | $837,595 | $14,023 | $485,313 | $1,336,931 |
Investment Implications
- Pay-for-performance alignment: 2024 SMBP paid at 25% due to EBITDA shortfall despite strong quality outcomes; LTI centered on PSUs tied to adjusted FCFPS and rTSR, with 2025 changes increasing rTSR weighting—supportive of long‑term value orientation .
- Governance and risk controls: No perquisites, no tax gross‑ups, double‑trigger CIC, robust clawbacks, and strict anti‑hedging/pledging policy reduce misalignment and reputational risk .
- Retention and selling pressure: Unvested RSUs (22,569) and multi‑year PSU cycles (aggregate unearned 39,571 units) imply ongoing vesting events; policy requires stock ownership accumulation over 5 years, moderating near‑term selling incentives .
- Shareholder sentiment: 2024 say‑on‑pay passed with over 88% support, indicating broad investor acceptance of the compensation program framework .
- Company execution backdrop: 2024 revenue was $1,034.8m and Adjusted EBITDA $100.1m (up 2.6% YoY), with quality metrics materially above targets—operational progress but with financial headwinds that constrained annual cash payout levels .