Stephan Rodgers
About Stephan Rodgers
Independent director nominee at Enhabit (EHAB); age 64; BA from the University of California, Berkeley; former enlisted U.S. Army (1980–1983). He is subject to a non‑compete through June 30, 2025 and will join the Board after that date if elected; the Board has determined he is independent. Currently CEO of Vivo Infusion (since 2024); previously CEO of AccentCare, Inc. (2012–2025), and senior roles at UnitedHealth Group and GE.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vivo Infusion | Chief Executive Officer | 2024–present | Leads national ambulatory infusion services; strategic growth oversight |
| AccentCare, Inc. | Chief Executive Officer | 2012–2025 | Led >30,000 employees; scaled to ~$1.6B revenue; decentralized home health & hospice operations in 31 states |
| UnitedHealth Group | CEO, OptumHealth Collaborative Care; EVP, Products & Innovation; CMO – National Accounts; COO, UnitedHealth Networks | 1999–2012 | Built predecessor to OptumCare; payer operations, data/technology enablement |
| General Electric | Healthcare and Retiree Insurance Executive | 1994–1999 | Managed benefits and payer-facing programs |
| U.S. Army | Enlisted | 1980–1983 | Military service credentials |
External Roles
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None | — | No current public company directorships disclosed |
| Private company leadership | Vivo Infusion | CEO | National ambulatory infusion platform |
| Education | University of California, Berkeley | B.A. | Undergraduate degree |
Board Governance
- Status: Independent director nominee; committees to be assigned after the 2025 Annual Meeting; expected to join post non‑compete expiry (June 30, 2025).
- Board composition: Independent, non‑executive Chair (Jeffrey W. Bolton); all standing committees are fully independent.
- Committee landscape: Audit & Finance (Chair: Gregory Rush), Compensation & Human Capital (Chair: Erin Hoeflinger), Care, Compliance & Cybersecurity (Chair: Tina Brown‑Stevenson), Nominating & Corporate Governance (Chair: Barry Schochet).
- Attendance baseline: In 2024, Board met 20 times; committees met 10/6/5/7 times (Audit/Comp/Care, Compliance & Cyber/Nominating), and all directors attended >90% of Board and committee meetings; Rodgers was not yet a director in 2024.
Fixed Compensation
| Element | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non‑employee directors; paid quarterly and prorated for partial service |
| Chair fees | Board Chair: $75,000; Audit Chair: $25,000; Compensation Chair: $20,000; Care, Compliance & Cyber Chair: $15,000; Nominating Chair: $20,000 | Prorated for changes during the year |
| Equity (annual RSU) | Target $150,000 grant‑date value | RSUs vest upon grant; settlement in common stock after director departs Board |
| Deferred compensation | Director Deferred Compensation Plan (adopted Oct 2024) allows electing DSUs or stock in lieu of cash fees | Number of shares = cash value ÷ prior day closing price; DSUs accrue until distribution |
| Compensation cap | $750,000 per director per calendar year (cash + grant‑date fair value of equity), excluding deferred distributions and regular dividends | 2025 Equity & Incentive Plan non‑employee director limit |
| 2025 estimated director equity | $1,350,000 total for nine non‑employee directors (i.e., $150,000 each) | Assumes all nominees elected; estimate for RSUs as of Annual Meeting |
Performance Compensation
| Performance‑tied director pay | None disclosed | Director equity is time‑based RSUs; no PSUs/options or performance metrics tied to director compensation |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None | — | — | No public company directorships disclosed; Board independence affirmed |
Expertise & Qualifications
- Industry/Operations and payer experience: >25 years in health services; led AccentCare to scale with deep experience across government/private payers and decentralized home health/hospice operations.
- Strategic planning & innovation: Growth of analogous provider platforms; development of administrative/technology services to delivery systems; long‑range planning oversight experience.
- Human capital management: Leadership of large, geographically dispersed workforces; recruiting/retention in multi‑market clinical services.
- Education and service: BA UC Berkeley; prior U.S. Army service.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stephan/Stephen S. Rodgers | 0 | 0.0% | As of April 22, 2025; no beneficial ownership reported in proxy table |
| Ownership guidelines (directors) | 5× annual retainer | $375,000 in value | Five‑year compliance window; directors/execs either meet or are within grace period as a new public company |
| Hedging/pledging | Prohibited | — | Insider Trading Policy bans short sales, derivatives, and pledging of company stock |
Governance Assessment
- Independence and joining conditions: Board affirmed independence; non‑compete with prior employer runs through June 30, 2025, and he will join thereafter if elected—mitigates near‑term competitive conflicts.
- Related‑party transactions: None reportable since the start of last fiscal year; Nominating & Corporate Governance Committee reviews and must approve any related‑party transactions under policy.
- Compensation and alignment: Mix of $75,000 cash retainer and $150,000 RSUs (with settlement post‑service) promotes long‑term alignment; ability to defer fees into DSUs further aligns with shareholder outcomes; annual cap at $750,000 limits pay inflation.
- Board effectiveness context: Independent Chair; fully independent committees; formal annual performance evaluations of the Board and committees; enterprise risk oversight including cybersecurity assigned across committees.
- RED FLAGS and mitigants:
- Potential competitive overlap from prior role at AccentCare (a home health/hospice provider) is acknowledged and bounded by non‑compete until June 30, 2025; committee assignments will be made post‑election.
- No share pledging/hedging allowed by policy; no related‑party transactions reported—reduces alignment and conflict risks.
Overall signal: Rodgers adds highly relevant operator and payer‑side expertise for EHAB’s home health/hospice strategy, with independence and non‑compete timing managed; compensation structure and ownership policies support alignment, and no related‑party issues are disclosed.