Elissa J. Charbonneau
Chief Medical Officer at EHC
Executive
About Elissa J. Charbonneau
Elissa J. Charbonneau, D.O., age 65, is Encompass Health’s Chief Medical Officer since July 1, 2015, following service as Vice President of Medical Services (Jan–Jun 2015) and Medical Director of New England Rehabilitation Hospital of Portland (2001–2014). She holds a D.O. from New York College of Osteopathic Medicine, an M.S. in natural sciences/epidemiology from SUNY Buffalo, and a B.A. from Cornell; she is board-certified in Physical Medicine & Rehabilitation and an American Osteopathic Board of Rehabilitation Medicine diplomat . Company performance relevant to her tenure includes 2024 net operating revenues up 11.9% y/y , Adjusted EBITDA of $1,103.7 million , and a five-year TSR value of $178.46 per $100 invested (vs. $126.92 peer index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Encompass Health | Chief Medical Officer | 2015–present | Executive oversight of quality-of-care program and patient safety reporting to Board’s Compliance and Quality of Care Committee . |
| Encompass Health | Vice President of Medical Services | 2015 (Jan–Jun) | Led medical services function pre-CMO appointment . |
| New England Rehabilitation Hospital of Portland (JV: Maine Medical Center & EHC) | Medical Director | 2001–2014 | Led clinical operations and outcomes in JV hospital; staff physician prior to/directly associated with role . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 415,000 | 415,000 | 415,000 |
| Non-Equity Incentive Paid ($) | 198,702 | 381,012 | 350,945 |
| Current Targets | 2024 | 2025 (approved changes) |
|---|---|---|
| Target Bonus (% of Salary) | 50% | 60% |
| Base Salary ($) | 415,000 | 435,000 |
Performance Compensation
Annual cash incentive (SMBP) – 2024 structure and results
| Metric | Weight | Target | Actual | Payout basis |
|---|---|---|---|---|
| Adjusted EBITDA | 70% | $1,045,184,000 | $1,107,786,000 | 179.9% of target |
| Discharge to Community | 35% of Scorecard | 70% of hospitals at/above goal | 200% of target achievement | Weighted 70.00% |
| Acute Transfer | 15% of Scorecard | 70% of hospitals at/above goal | 181% of target achievement | Weighted 27.15% |
| Patient Satisfaction | 30% of Scorecard | 70% of hospitals at/above goal | 156% of target achievement | Weighted 46.80% |
| First Year RN Turnover | 20% of Scorecard | 70% of hospitals at/above goal | Below threshold | Weighted —% |
| Total SMBP payout result | — | — | — | 169.1% of target (Charbonneau payout $350,945) |
Notes:
- SMBP metrics have threshold/target/max payout multiples of 50%/100%/200% respectively .
- Committee discretion not applied in 2024; cap 200% remains .
Equity incentives – 2024 grants and design
| Component | Grant date | Shares/Units | Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| PSUs | 2/28/2024 | Target 3,734; Threshold 1,400; Max 7,468 | 315,784 | 3-year performance period (2024–2026) on Normalized EPS & ROIC, with 0.75x–1.25x TSR modifier vs S&P Health Care Services + S&P 1500 cohort; dividends accrue and pay only on earned shares; final shares not to exceed 200% of target . |
| RSAs | 2/28/2024 | 2,489 | 185,978 | Time-based; vest ratably in equal annual installments over 3 years; dividends accrue and pay at vesting . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 15,603 common shares as of Feb 13, 2025; Company had 100,709,106 shares outstanding (≈0.015% of outstanding) . |
| Unvested RSAs (12/31/2024) | 6,601 ($609,602); 1,154 ($106,572); 1,982 ($183,038); 2,489 ($229,859) . |
| Unearned PSUs (12/31/2024) | 8,914 ($823,208); 7,468 ($689,670) . |
| 2024 stock vested | 7,864 shares vested; value realized $549,892 . |
| Options | No option awards outstanding for Charbonneau . |
| Ownership guidelines | Other executive officer required to hold 1.5× salary; must retain 50% of net shares until guideline met; all NEOs with ≥5 years have attained guideline . |
| Hedging/pledging | Prohibited for executives and directors under Insider Trading Policy; short sales, hedges/monetization, and pledging banned . |
| Clawback | Robust recoupment policy requiring recovery of incentive-based compensation for current/former executive officers after financial restatement (3-year lookback); additional misconduct provisions; NYSE-compliant . |
Employment Terms
| Scenario (as of 12/31/2024) | Lump Sum ($) | Insurance Continuation ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Without Cause / For Good Reason (Executive Severance Plan) | 415,000 | 150 | 1,275,307 | 1,690,457 |
| Disability or Death | — | — | 1,885,510 | 1,885,510 |
| Change in Control (double trigger) | 1,759,121 | 299 | 1,885,510 | 3,644,930 |
Additional provisions:
- No individual employment agreement in effect for NEOs in 2024 .
- Change-in-control benefits require termination plus CIC (double trigger); no tax gross-ups; “best payment method” applies to avoid 280G excise taxes .
- Severance receipt conditioned on restrictive covenant and release .
- Retirement eligibility triggers “good leaver” continued vesting design; potential accelerated equity value at retirement illustrated (Charbonneau $1,879,589 assuming eligibility at 12/31/2024) .
Performance Compensation Details
| Plan Component | Metric | Weighting | Target | Actual | Payout / Measurement |
|---|---|---|---|---|---|
| Long-Term PSUs (2024–2026) | Normalized EPS | Not disclosed | — | — | Earned shares based on EPS performance; TSR modifier 0.75x–1.25x applied; cap 200% of target . |
| Long-Term PSUs (2024–2026) | ROIC | Not disclosed | Defined per proxy (3-year average NOPAT / invested capital with adjustments) | — | Earned shares based on ROIC performance; TSR modifier 0.75x–1.25x; cap 200% of target . |
| RSAs | Time-based | — | — | — | 3-year ratable vesting from 2/28/2024 grant; dividends paid at vest . |
Investment Implications
- Alignment: High proportion of at-risk pay via PSUs tied to normalized EPS and ROIC with a relative TSR modifier, plus SMBP weighted to Adjusted EBITDA and quality metrics; hedging/pledging prohibited; robust clawback and ownership guideline compliance support investor alignment .
- Retention and selling pressure: Time-based RSAs vest through 2027 on a ratable schedule; PSUs resolve at year-end 2026—these dates can drive clustered Form 4 activity around vest/settlement windows, though options are not a factor for Charbonneau in 2024 .
- Change-in-control economics: Double-trigger CIC terms and absence of gross-ups are governance positives; quantified CIC values for Charbonneau total $3.64 million, indicating moderate protection but not excessive windfalls .
- Pay-for-performance validation: Say-on-pay support remains strong (98.0% in 2024; >93% historically) and five-year TSR outperformed the selected index, with 2024 net revenue growth of 11.9% and Adjusted EBITDA at $1,103.7 million, reinforcing compensation linkage to value creation .
Notes on governance and program design: Equity awards have minimum one-year vesting; no option/SAR repricing; director/equity limits; independent committee oversight; and evergreen/share counting safeguards in the 2025 plan .