Gregory Rush
About Gregory S. Rush
Gregory S. Rush (age 57) is an independent director at Enhabit (EHAB) since 2022, serving as Chair of the Audit & Finance Committee and a member of the Compensation & Human Capital Committee . He is EVP & CFO of Parexel International and a CPA, with prior CFO and senior finance roles at Syneos Health, Tekelec, Siebel, Quintiles, PwC, and EY; education includes B.S. and M.A.C. from UNC Chapel Hill . The Board has determined him to be independent, and all directors (other than the CEO) are independent under NYSE standards . In 2024, all directors attended more than 90% of Board and committee meetings, with the Board meeting 20 times and Audit & Finance 10 times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parexel International | EVP & CFO | 2018–present | Led capital structure transformation; >2.5x shareholder return over <4 years |
| Syneos Health (INC Research) | EVP & CFO | 2013–2018 | Oversaw IT incl. information security; large-scale financing transactions |
| Tekelec | SVP & CFO; CAO & Controller | 2010–2013; 2005–2010 | Key role in strategic sale to Oracle |
| Siebel Systems | Senior Director, Finance/External Reporting & Acquisitions | 2000–2005 | Acquisition by Oracle; technical accounting leadership |
| Opensite Technologies | Corporate Controller | circa 2000 | Acquisition by Siebel; finance leadership |
| Quintiles (IQVIA) | Sr. Director, Business Analysis & Financial Reporting | 1999–2000 | Clinical research finance |
| PricewaterhouseCoopers | Senior Manager | 1995–1999 | Audit/assurance; national office collaboration |
| Ernst & Young | Manager | 1990–1995 | Consulting/assurance |
External Roles
| Organization | Role | Tenure | Domain/Notes |
|---|---|---|---|
| ACRO (Association of Clinical Research Organizations) | Chair | 2000–2022 | Industry association leadership |
| Telecommunications Global Financial Networking Group | Co-Founder | 2006–2013 | CFO peer forum; finance regulation best practices |
| Public company boards | None | — | No current public boards |
Board Governance
- Committee assignments: Audit & Finance (Chair); Compensation & Human Capital (Member) .
- Audit & Finance Committee oversight includes integrity of financials, auditor independence, internal control over financial reporting, capital structure and risk management; Rush is designated an audit committee “financial expert” by SEC definition .
- Attendance and engagement: Board met 20 times; Audit & Finance 10; Compensation & Human Capital 6; all directors attended >90% of Board and committee meetings .
- Independence: Board determined Rush independent; nine of ten 2025 nominees are independent; independent non‑executive chair presides over regular independent sessions at each Board meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $75,000 | Paid quarterly, prorated for partial year |
| Committee chair fees – Audit & Finance | $25,000 | Applies to Rush as Chair; paid quarterly |
| Committee chair fees – Compensation & Human Capital | $20,000 | For chair only; Rush is member, not chair |
| 2024 Fees Earned (Rush) | $99,911 | Includes DSUs elected in Q4; see DSU detail below |
Performance Compensation
| Equity Award | Grant Value | Vesting | Settlement | 2024 DSU Election (Q4) |
|---|---|---|---|---|
| Annual RSU grant (Rush) | $150,008 | Vests upon grant | Settled in common stock after departure from Board | 3,511 DSUs in lieu of cash |
Notes: Non‑employee director RSUs vest at grant and are deferred until board departure, aligning holding period with service rather than annual performance metrics . Directors may elect to receive and defer retainer/fees into DSUs under the Director Deferred Compensation Plan adopted Oct 2024 .
Other Directorships & Interlocks
| Entity | Relationship to EHAB | Overlap/Interlock |
|---|---|---|
| Public company boards | None | None disclosed |
| ACRO; Telecom GFNG | Industry associations | No EHAB transactional disclosure; no related-party interlock noted |
Expertise & Qualifications
- Finance/Accounting; M&A/Investment Banking; Technology/Cybersecurity oversight; clinical research operations; CPA .
- Audit & Finance Committee “financial expert”; deep capital markets and transaction experience (50+ debt/equity transactions; Oracle deals; $8B CRO merger) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Gregory S. Rush | 53,706 | <1% |
- Stock ownership guidelines: Non‑employee directors must hold equity equal to 5× annual retainer; five‑year grace period; all directors either meet or are within grace period, with the Compensation Committee monitoring compliance .
- Hedging/pledging: Company policy prohibits hedging or pledging of Company stock for officers and directors .
Governance Assessment
- Board effectiveness: Rush’s audit chair role, SEC “financial expert” designation, and >90% attendance indicate high engagement and oversight quality, with independent sessions at each Board meeting reinforcing governance rigor .
- Alignment and incentives: RSUs vest on grant but settlement is deferred until board departure; DSU elections (3,511 in Q4 2024) further defer value and promote alignment, though director equity is not conditioned on performance metrics (typical for directors) .
- Independence and conflicts: Board affirms independence; no related‑party transactions reportable since the prior fiscal year; directors prohibited from hedging/pledging; compensation limit for non‑employee directors capped at $750,000/year under the 2025 Plan .
- Compensation process: Non‑employee director pay reviewed annually with peer data and independent consultant (Pay Governance), supporting market discipline; RSU grants targeted at $150,000/year .
RED FLAGS
- None disclosed: No related‑party transactions; no hedging/pledging; no option repricing; robust clawback policy (Dodd‑Frank compliant plus supplemental misconduct recoupment) .