Edward M. Christie III
Director at EHC
Board
About Edward M. Christie III
Edward M. Christie III (age 54) is an independent director of Encompass Health Corporation (EHC) since November 27, 2023, and serves on the Audit Committee; he is designated an “audit committee financial expert” under SEC rules . Christie is President and CEO of Spirit Airlines, Inc. (CEO since January 2019; joined Spirit in April 2012, previously CFO), with prior finance leadership roles at Frontier Airlines, Pinnacle Airlines, and Vista Strategic Group . The board is majority independent (9 of 10), with independent sessions at every regular board and committee meeting; Encompass Health applies heightened independence and overboarding standards, which Christie meets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit Airlines, Inc. | President & CEO; previously CFO; board director | CEO since Jan 2019; at Spirit since Apr 2012; director since Jan 2018 | Leads turnaround; note: Spirit filed Chapter 11 on Nov 18, 2024 (reputational risk indicator) |
| Pinnacle Airlines Corp. | VP & Chief Financial Officer | Jul 2011 – Mar 2012 | Finance leadership in regional airline operations |
| Vista Strategic Group LLC | Partner, management consulting | May 2010 – Jul 2011 | Strategic advisory experience |
| Frontier Airlines | Various finance roles including CFO | 2002 – 2010 | Airline finance and operations expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit Airlines, Inc. | Director; President & CEO | Director since Jan 2018; CEO since Jan 2019 | Leadership continuity; bankruptcy filing on Nov 18, 2024 may affect perceived bandwidth and risk profile |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 9 times in 2024 and Christie is listed on the Audit Committee roster .
- Independence: Board determined all nine non-employee directors (including Christie) are independent; all standing committees are fully independent .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Governance processes: Independent, non-executive chair; majority voting, declassified board, independent sessions at every regular meeting; term limit 15 years; retirement age 75 .
- Risk oversight: Audit Committee (integrated Finance functions) oversees financial reporting, internal controls, capital structure; Compliance & Quality of Care Committee oversees regulatory and cyber risk; Compensation & Human Capital reviews compensation risk .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $110,000 (effective May 2024) | Paid quarterly; director fees increased by $10,000 in 2024 to align with market |
| Committee chair fees | N/A for Christie | Chair fees: Audit $30,000; Compensation $20,000; Compliance & Quality $20,000; Nominating $20,000 (Christie not a chair) |
| Fees earned or paid in cash (actual) | $106,648 | 2024 cash fees recorded |
| All other compensation (dividend equivalents RSUs) | $1,254 | RSU dividend equivalents accrue and settle upon vest/release |
| Total 2024 director compensation (actual) | $272,907 | Sum of cash + stock awards + other |
Performance Compensation
- Non-employee directors receive annual RSUs, fully vested but settled in common stock after departure from the board; dividend equivalents accrue until settlement. No performance-based equity (no PSU/TSR metrics) applies to non-employee director grants .
| Equity Element | 2024 Grant | Vesting/Settlement | Notes |
|---|---|---|---|
| RSUs (annual) | Grant date fair value $165,005; 1,978 units | Fully vested; shares issued after board departure | Dividend equivalents accrue; no options or PSUs for directors |
EHC’s executive LTIP uses 3-year EPS, ROIC, and relative TSR metrics; these do not apply to non-employee director compensation .
Other Directorships & Interlocks
| Company | Relationship to EHC | Potential Interlock/Conflict |
|---|---|---|
| Spirit Airlines, Inc. | None disclosed | No related-party transactions involving directors were disclosed for 2024; no conflicts noted by the board . |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; deep CFO experience in airlines; public company leadership; SEC and regulatory familiarity .
- Industry/regulatory: Extensive experience with governmental relations and regulation in a heavily regulated industry .
- Board skills mix: Board emphasizes financial literacy, accountability, risk oversight, cybersecurity; Christie’s profile aligns with Audit oversight needs .
Equity Ownership
| Ownership Metric | Amount | As-of | Notes |
|---|---|---|---|
| Common shares beneficially owned | 4,709 | Feb 13, 2025 | Sole voting/investment unless otherwise noted |
| Ownership as % of shares outstanding | ~0.0047% (4,709 / 100,709,106) | Feb 13, 2025 | Calculated from disclosed shares outstanding and beneficial ownership |
| RSUs held (director plan) | 2,992 units | Dec 31, 2024 | Settled after board departure; accrues dividend equivalents |
| Directors’ Deferred Stock Investment Plan shares | 1,419 shares | Dec 31, 2024 | Fees deferrable; shares held in rabbi trust; dividends reinvested |
| Ownership guidelines | $550,000 value requirement; 5-year compliance window; directors must hold awards until departure | Feb 13, 2025 | All non-employee directors with ≥5 years have attained; Christie <5 years, on track |
| Hedging/pledging | Prohibited for directors | Policy | Anti-hedging/anti-pledging; short sales and monetization transactions prohibited |
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; participation on fully independent Audit Committee; board-wide strong governance (majority voting, independent sessions, clawbacks, no poison pill) . Compensation alignment: director RSUs settled post-service; robust ownership guidelines and prohibition on hedging/pledging support alignment .
- Compensation structure: Director cash retainer and equity grants increased modestly in 2024 to align with market medians based on Pay Governance input; annual director equity capped by plan limits; non-employee director compensation limits embedded in 2025 Omnibus Plan .
- Attendance/engagement: All directors ≥75% attendance; independent sessions each meeting; board met five times plus robust committee cadence (Audit 9) .
- Potential risks/RED FLAGS:
- External enterprise risk: Spirit Airlines filed Chapter 11 on Nov 18, 2024 while Christie is CEO; raises reputational and time-commitment scrutiny, though EHC’s overboarding policy permits up to two outside boards for full-time executives and none of EHC directors exceed that .
- No related-party transactions or pledging/hedging issues disclosed for 2024; no low say-on-pay signals (98% support in 2024; >93% historically) .
Overall signal: Audit-focused independent director with strong financial credentials and alignment mechanisms; external bankruptcy context at Spirit warrants monitoring for bandwidth, but EHC’s policies mitigate common governance risks .