Andrew L. Price
Chief Accounting Officer at EHC
Executive
About Andrew L. Price
Andrew L. Price is Encompass Health’s Chief Accounting Officer (CAO), a role he has held since October 22, 2009. He joined the company in June 2004 and previously served as Senior Vice President of Accounting and Vice President of Operations Accounting. Prior to EHC, he was SVP and Corporate Controller at Centennial HealthCare Corp. (1996–2004) and a manager in BDO Seidman’s Atlanta audit practice. He is a Certified Public Accountant and a member of the AICPA. Mr. Price is 58. Company incentive design ties pay to Adjusted EBITDA, Normalized EPS, and ROIC, with PSUs subject to a three‑year relative TSR modifier against selected S&P indices; company pay-versus-performance disclosure highlights positive CAP–TSR correlation and that five-year TSR exceeded the sector index in the period assessed.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Encompass Health (EHC) | Senior Vice President of Accounting; Vice President of Operations Accounting | Jun 2004–Oct 2009 | Built controllership and operations accounting foundation prior to promotion to CAO |
| Centennial HealthCare Corp. | SVP & Corporate Controller | 1996–2004 | Led accounting for multi-site skilled nursing/home health operator |
| BDO Seidman, LLC (Atlanta) | Audit Manager | n/a (prior to 1996) | Public company audit experience; foundation for CPA credentials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | n/a | Professional affiliation (CPA) |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $335,000 | $335,000 | $345,000 (raised $10,000 in 2024) |
| Target annual cash incentive (% of salary) | 50% | 50% | 50% |
| Non‑equity incentive (actual bonus paid) | $160,398 | $307,564 | $291,749 |
| Stock awards (grant‑date fair value) | $388,323 | $443,806 | $417,186 |
| Option awards | — | — | — |
| All other compensation | $20,755 | $14,862 | $19,577 |
| Total compensation | $904,476 | $1,101,232 | $1,073,512 |
Performance Compensation
Annual Incentive (Senior Management Bonus Plan – 2024)
| Metric | Weight | Target | Actual/Result | Payout factor | Dollar payout (Price) |
|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 70% | $1,045,184,000 | $1,107,786,000 (179.9% of target metric achievement) | 179.9% | $217,229 |
| Quality/Strategic Objectives Scorecard (composite) | 30% | 100% composite | 144.0% composite (Discharge to Community 200%; Acute Transfer 181%; Patient Satisfaction 156%; First Year RN Turnover below threshold) | 144.0% | $74,520 |
| Total | 100% | — | — | 169.1% of target | $291,749 |
- Target cash incentive opportunity: 50% of base salary for Mr. Price (metrics weighted 70% Adjusted EBITDA / 30% Quality/Strategic) .
- Plan design: threshold/target/max 0%/100%/200% per objective; straight‑line interpolation between levels .
Long‑Term Incentive (2024 awards and structure)
| Element | Grant date | Structure/weighting | Shares/units | Vesting/measurement | Accounting value |
|---|---|---|---|---|---|
| PSUs (EPS and ROIC; 3‑yr TSR modifier) | 2/28/2024 | 60% of LTIP | Threshold 1,165; Target 3,105; Max 6,210 | Earned based on 3‑year EPS + ROIC; TSR modifier 0.75x–1.25x; dividends accrue and pay only on earned shares after period | $262,590 |
| RSAs (time‑based) | 2/28/2024 | 40% of LTIP | 2,069 | Ratable, equal annual installments over 3 years from award date; dividends accrue and pay on vest | $154,596 |
| Options | — | 0% (not granted to CAO) | — | — | — |
- 2024 LTIP target for Price: $379,500 (60% PSUs / 40% RSAs; options only for CEO/EVPs) .
- Equity award timing: annual grants based on 20‑day average price preceding February board meeting; options struck two trading days after 10‑K filing; three‑year vesting for RSAs/options .
Equity Ownership & Alignment
- Beneficial ownership: 69,164 common shares; less than 1% of outstanding (100,709,106 shares as of Feb 13, 2025) .
- Outstanding unvested/uneared equity at 12/31/2024 (selected lines from proxy table):
- Unvested RSAs: 5,329 ($492,134); 931 ($85,978); 1,818 ($167,892); 2,069 ($191,072) .
- Unearned PSUs (not yet vested): 8,178 ($755,238); 6,210 ($573,493) .
- Ownership guidelines: “other executive officer” must hold equity equal to 1.5x salary; must retain at least 50% of net shares at vest/exercise until compliant. All NEOs with ≥5 years of service have met the guideline; those under 5 years are on track .
- Hedging/pledging: Prohibited for executives and directors under Insider Trading Policy and governance summary (mitigates alignment risks) .
Employment Terms
- Employment agreements: None for NEOs in 2024 (compensation governed by plans) .
- Severance plan (non‑CIC): “other executive officers” receive 1x base salary cash severance; 12 months of continued benefits; pro‑rata vesting for time‑based equity; performance equity per committee determination; subject to restrictive covenants/clawback .
- Change‑in‑Control (double trigger): CAO is Tier 2. If terminated without cause/for good reason within 24 months post‑CIC (or awards not assumed), lump‑sum of 2.0x (highest base salary in prior 3 years + average actual annual incentives prior 3 years) plus prorated current-year incentive; 24 months benefits; equity treatment as described; no excise tax gross‑ups; best‑net after 280G “cut‑back” applies .
Potential Payments on Termination (as of 12/31/2024)
| Scenario | Lump sum | Insurance continuation | Accelerated equity | Total |
|---|---|---|---|---|
| Without Cause / For Good Reason (Severance Plan) | $345,000 | $10,116 | $1,076,339 | $1,431,455 |
| Disability or Death | — | — | $1,601,441 | $1,601,441 |
| Change in Control (double trigger; Tier 2) | $1,464,976 | $20,231 | $1,601,441 | $3,086,648 |
- Clawback: Amended July 2023—mandatory recoupment of incentive‑based pay for current/former executive officers upon financial restatements (3‑year lookback); also discretionary recoupment for misconduct; policy incorporated into plan awards .
Investment Implications
- Pay-for-performance alignment: Annual bonus is 100% formulaic and heavily weighted to Adjusted EBITDA (70%), with quality/human‑capital measures (30%). 2024 payouts at 169% of target reflect outperformance on financial and quality dimensions—supportive of alignment but also elevates realized cash compensation in strong years .
- Equity and retention: 2024 LTIP for the CAO is entirely PSUs/RSAs (no options), with three-year PSU metrics (EPS, ROIC) and a TSR modifier—robust long-term alignment; three‑year ratable vesting on RSAs creates predictable vesting cadence but modest near‑term selling pressure relative to option-heavy programs .
- Ownership and risk controls: Ownership guideline (1.5x salary) met for seasoned NEOs, coupled with a 50% post‑tax hold requirement and strict anti‑hedging/pledging policy—reduces hedging/pledging risk and supports skin‑in‑the‑game .
- Downside protection and turnover risk: Non‑CIC severance (1x salary) is modest; CIC economics (Tier 2, 2.0x base+bonus) are market‑standard and double‑trigger, limiting windfalls—retention risk appears moderate; absence of individual employment agreement provides flexibility for the company .
- Trading signals: 2024 RSAs/PSUs vest ratably over three years from 2/28/2024; monitor Form 4 filings around anniversary dates for potential sales tied to tax‑withholding or diversification. Proxy discloses no hedging/pledging and does not list any 10b5‑1 arrangements; separate Form 4 monitoring recommended for near‑term flows .
Appendices
2024 NEO Target TDC (context)
| Item | Base salary | Target annual cash incentive (% of base) | Target long‑term equity incentive | Target TDC |
|---|---|---|---|---|
| Andrew L. Price (CAO) | $345,000 | 50% | $379,500 | $897,000 |
Beneficial Ownership (context)
| Name | Common shares beneficially owned | Percent of class |
|---|---|---|
| Andrew L. Price | 69,164 | * (<1%) |
Notes: Shares outstanding were 100,709,106 as of Feb 13, 2025. Asterisks in the company’s table denote less than 1% ownership.