Tanya Marion
About Tanya Marion
Chief Human Resources Officer (CHRO) at Enhabit, Inc. since January 2022; age 51; BS in Business Management (Missouri State University) and MS in Management and Leadership (Western Governors University). Company performance context during her tenure: 2024 net revenue $1,034.8 million and Adjusted EBITDA $100.1 million (+2.6% YoY), while cumulative TSR since listing was $34.34 on a $100 initial July 1, 2022 investment vs peer group $107.05, reflecting underperformance relative to healthcare services peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercy Health (St. Louis, MO) | Chief Human Resources Officer – Operations | 2017–2022 | Led HR for operations across a large not-for-profit health system; preceded by HR leadership roles of increasing responsibility (2007–2017), building multi-year talent and operations HR capabilities |
| Mercy Health | HR leadership roles | 2007–2017 | Progressive responsibility in HR leadership supporting system-wide human capital initiatives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company board roles or external committee positions disclosed in proxy |
Fixed Compensation
Multi-year compensation snapshot (SEC Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $323,078 | $350,002 | $350,002 |
| Stock Awards ($) | $499,726 | $248,082 | $289,681 |
| Non-Equity Incentive Plan Compensation ($) | $67,550 | $91,875 | $61,250 |
| Total ($) | $922,642 | $692,434 | $703,520 |
2024 annual incentive design and outcome:
| Component | Detail |
|---|---|
| Base salary | $350,002 |
| Target bonus % | 70% of base |
| Target bonus $ | $245,001 |
| Final payout % of target | 25% (negative discretion from 30% formulaic) |
| Actual bonus paid | $61,250 (settled in fully vested shares with one-year holding) |
Notes:
- Base salaries did not increase in 2023 or 2024 for NEOs, including Marion .
Performance Compensation
2024 SMBP (annual plan) metrics and results:
| Metric | Weight | Target | Max | Actual | Payout Driver |
|---|---|---|---|---|---|
| Adjusted EBITDA | 80% | $103.5M | $113.9M | $100.1M (below threshold) | No payout on this metric |
| Quality Scorecard (4 sub-metrics) | 20% | Various (home health/hospice) | Capped to 150% unless EBITDA target hit | 200% achieved across sub-metrics; capped at 150% | 30% weighted achievement before negative discretion |
| Committee discretion | — | — | — | — | Reduced total to 25% of target |
2024 long-term incentives (LTI) structure and grants:
| Element | Detail |
|---|---|
| LTI mix | PSUs 60%; RSUs 40% for Marion |
| 2024 PSUs granted (#) | 24,462 (full award count) |
| 2024 RSUs granted (#) | 16,308 |
| PSU metrics | Adjusted Free Cash Flow per Share (FCFPS) 80%; relative TSR 20% (3-year) |
| PSU vesting | 3-year performance period; shares earned based on FCFPS (avg of one-year goals set annually for 2024–2026) and 3-year rTSR vs S&P Healthcare Services Select Industry Index |
| 2024 PSU grant-date fair value ranges (Marion) | Threshold $57,890; Target $115,780; Max $231,560 |
| 2023 PSU portion recognized in 2024 (Marion) | Threshold $15,114; Target $30,227; Max $60,454 |
| RSU vesting | 1/3 each on first, second, third anniversary of grant date |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 22, 2025) | 61,346 shares; less than 1% of outstanding |
| Unvested RSUs (12/31/2024) | 33,873 RSUs; market value $264,548 (at $7.81) |
| Unearned PSUs (12/31/2024) | rTSR 2023 PSU: 2,574 units ($20,103); FCFPS 2023 PSU: 10,295 units ($80,404); rTSR 2024 PSU: 4,892 units ($38,207); FCFPS 2024 PSU: 19,570 units ($152,842) |
| Options outstanding | None disclosed for Marion |
| Upcoming RSU vesting schedule | 1/1/2025: 4,907; 3/1/2025: 8,296; 3/1/2026: 8,296; 3/1/2027: 5,436 |
| Ownership guidelines | Company states robust stock ownership requirements for officers; specific multiples not disclosed |
| Hedging/pledging | Prohibited; no hedging or pledging of company stock |
| Clawback policies | Dodd-Frank compliant plus supplemental misconduct-based recoupment covering time- and performance-based awards |
Insider selling pressure analysis:
- SMBP 2024 awards settled in fully vested shares with a one-year holding requirement, limiting near-term liquidity from those shares .
- Scheduled RSU vestings in 2025–2027 may create periodic sell windows; however, company prohibits hedging/pledging, and PSU outcomes depend on FCFPS and rTSR through 2026, aligning value realization with performance .
Employment Terms
| Trigger | Cash Severance | Health & Welfare Benefits | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination without cause / good reason (no CIC) | $612,504 | $14,006 | $251,659 | $878,169 |
| Disability | — | — | $556,103 | $556,103 |
| Death | — | — | $556,103 | $556,103 |
| Retirement (assumes eligible) | — | — | $251,659 (pro-rata; performance conditions apply) | $251,659 |
| CIC + termination without cause/for good reason | $752,001 (1.75x base + avg bonus) | $14,006 (12 months) | $556,103 | $1,322,110 |
Additional terms:
- Severance plan multiplier for Marion: 1.75x base salary; benefit continuation 12 months .
- Change-in-control plan: double-trigger for equity (replacement award; vest upon qualifying termination within 24 months), cash severance includes average actual bonus; Board may cash-settle awards; no single-trigger vesting; no tax gross-ups .
- Restrictive covenants (noncompete, nonsolicit, nondisclosure, nondisparagement) required for benefits; duration equals benefit continuation period (12 months for Marion) .
Performance & Track Record
- 2024 operational achievements include payer innovation adoption (48% of non-Medicare visits), stable Medicare FFS admissions (44% of total admissions over last three quarters), hospice census growth (3,729 in Dec 2024), and opening six de novo locations; quality outcomes exceeded national averages (30-day readmission 20.0% better; hospice last-days visits 41.6% better) .
- 2024 financial performance: net revenue $1,034.8M; Adjusted EBITDA $100.1M (+2.6% YoY); reduced debt by $40M (including $20M voluntary) .
- Pay-versus-performance: PEO CAP and non-PEO CAP are aligned with TSR and Adjusted EBITDA disclosures; company TSR significantly lagged peer group over 2022–2024 .
- CFO transition: Former CFO departed Dec 2024 under separation agreement; new CFO appointed Dec 2024 .
Compensation Structure Analysis
- Year-over-year mix emphasizes performance equity: 60% PSUs / 40% RSUs for Marion; RSUs support retention, PSUs link to FCFPS and rTSR; no perquisites; no gross-ups; no option repricing, indicating shareholder-friendly governance .
- Short-term incentive 2024 heavily weighted to EBITDA (80%), with quality metrics capped unless EBITDA target met; committee applied negative discretion lowering payout to 25% amid below-threshold EBITDA, reinforcing pay-for-performance .
- 2025 refinements increase alignment: added Revenue Growth (30%), reduced Quality to 10%, introduced People metric (Voluntary Turnover Reduction, 10%), and raised PSU rTSR weighting to 40%, signaling stronger emphasis on financial performance and stockholder returns alongside human capital outcomes .
Related Party Transactions and Red Flags
- No executive perquisites; no hedging/pledging; no tax gross-ups; no option repricing; double-trigger equity vesting on CIC; robust clawbacks—no governance red flags in compensation structures disclosed for Marion .
- No related-party transactions involving Marion disclosed in the proxy .
Equity Ownership & Upcoming Vesting Detail
| Category | Shares / $ |
|---|---|
| Beneficial ownership | 61,346 shares (<1%) |
| Unvested RSUs | 33,873 ($264,548 market) |
| RSU vesting schedule | 1/1/2025: 4,907; 3/1/2025: 8,296; 3/1/2026: 8,296; 3/1/2027: 5,436 |
| PSUs outstanding | 2,574 rTSR 2023 ($20,103); 10,295 FCFPS 2023 ($80,404); 4,892 rTSR 2024 ($38,207); 19,570 FCFPS 2024 ($152,842) |
Investment Implications
- Alignment: Marion’s pay is predominantly at-risk via PSUs with FCFPS and rTSR, and RSUs with multi-year vesting; 2024 SMBP payout reduced to 25% reflects discipline; clawback and no-hedging policies strengthen alignment .
- Retention risk: Severance and CIC protections are moderate (1.75x base; 12-month benefits; double-trigger equity), paired with restrictive covenants, suggesting balanced retention economics without excessive golden parachutes .
- Trading signals: Upcoming RSU vesting cadence through 2027 and one-year holding on SMBP shares limit near-term selling; PSU outcomes hinge on 2024–2026 FCFPS targets and 3-year rTSR, making compensation realization sensitive to cash generation and relative stock performance .
- Execution emphasis: 2025 plan changes (Revenue Growth, higher rTSR weighting, turnover reduction metric) increase focus on financial/stock performance and human capital improvement—key levers for EHAB’s rerating if operational gains translate to EBITDA and FCF growth .