Greg D. Carmichael
Chairman of the Board at EHC
Board
About Greg D. Carmichael
Independent, non-executive Chairman of Encompass Health’s board since January 1, 2020; age 63. Former Executive Chairman, President and CEO of Fifth Third Bancorp, with deep IT and cybersecurity oversight experience from CIO roles at Emerson and senior IT leadership at GE. In March 2023, the FDIC appointed him CEO of Signature Bridge Bank (successor to Signature Bank) to stabilize operations post-failure, reflecting crisis leadership credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bancorp | Executive Chairman (retired); President & CEO (retired) | Exec Chair retired Apr 2023; CEO retired Jul 2022 | Led large public bank; oversight of finance, strategy, risk |
| Emerson Electric | VP & Chief Information Officer | 2000–2003 (plus subsidiary CIO 1996–2000) | Enterprise IT, cybersecurity oversight experience |
| General Electric | IT and leadership roles | 1986–1996 | Technology and operations leadership |
| Signature Bridge Bank, N.A. (FDIC) | Chief Executive Officer (appointed) | Mar 12, 2023 | Crisis stabilization; regulatory interface |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| City National Bank (RBC subsidiary) | Executive Chair of the Board | Since Oct 2023 | Banking governance; not a public company board |
Board Governance
- Current EHC roles: Independent Chairman of the Board; member, Compensation & Human Capital Committee; member, Nominating/Corporate Governance Committee .
- Independence: Board is 9/10 independent; all standing committees fully independent; Mr. Carmichael is an independent director under NYSE standards .
- Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of board and committee meetings; directors attended the 2024 annual meeting .
- Executive sessions: Independent sessions are held at every regular board and committee meeting; the non-executive Chairman presides .
- Committee activity in 2024 (meetings): Audit 9; Compensation & Human Capital 6; Compliance/Quality of Care 4; Nominating/Corporate Governance 5 .
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation & Human Capital | Yes | No | 6 |
| Nominating/Corporate Governance | Yes | No | 5 |
| Audit | No | — | 9 |
| Compliance/Quality of Care | No | — | 4 |
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $213,077 | Includes base and Chairman retainer per effective rates in 2024 |
| Stock awards (2024) | $165,005 | Annual RSU grant (1,978 units; fully vested, settled at departure) |
| All other compensation (2024) | $7,597 | Dividend equivalent RSUs from quarterly dividends |
| Total (2024) | $385,679 | Sum of above |
| Structure (effective May 2024) | Base cash retainer $110,000; Chairman fee $150,000; committee chair fees per schedule | Chairman + committee chair fee schedule disclosed |
Compensation changes: Annual cash retainer +$10,000; annual equity grant +$15,000; Chairman fee +$25,000 (reflects time commitment, market median) .
Performance Compensation (Director)
- Equity design: Non-employee directors receive RSUs (~$165,000 grant value; 1,978 units in 2024) that are fully vested at grant but not settled until departure; dividend equivalents accrue and are paid at settlement .
- No performance-based metrics: Director equity awards are not tied to financial/ESG performance metrics (unlike executive PSUs); they are time/departure-settled instruments .
| Metric | Applies to Directors? | Detail |
|---|---|---|
| Adjusted EBITDA | No | Executive annual cash plan metric; not part of director pay |
| EPS/ROIC PSUs | No | Executive long-term PSUs; directors receive RSUs only |
| Relative TSR modifier | No | Applies to executive PSUs; not to director RSUs |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock with EHC |
|---|---|---|---|
| City National Bank (RBC) | Private (subsidiary) | Executive Chair | No related-party ties disclosed; no transactions >$120,000 with directors in 2024 |
| Fifth Third Bancorp (prior) | Public (prior role) | Executive Chair; President & CEO | Historical; no current interlock |
| Signature Bridge Bank (FDIC) | Government-administered | CEO (appointed) | Crisis role; not an interlock with EHC |
Policy backdrop: None of EHC’s directors serve on more than two outside public company boards, supporting focus and capacity .
Expertise & Qualifications
- Core expertise: Information technology leadership (CIO), cybersecurity oversight, finance and corporate strategy for large public companies .
- Crisis leadership/regulatory interface: FDIC appointment to lead Signature Bridge Bank post-failure demonstrates capability in high-stakes, regulated environments .
- Board skills: Financial literacy; senior leadership; strategic planning; risk oversight aligned with EHC’s ERM and cyber governance cadence .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 17,137 shares | As of Feb 13, 2025 |
| Director RSUs outstanding | 13,268 units | Fully vested; settle at departure; dividend equivalents accrue |
| Ownership guideline (directors) | $550,000 required within 5 years | Increased from $500,000 in May 2024 |
| Guideline compliance | Met (≥5 years’ service directors all compliant) | Mr. Carmichael joined 1/1/2020 |
Alignment safeguards:
- Directors must hold equity awards until departure from the board .
- Insider trading policy prohibits hedging and pledging of EHC stock by executives and directors .
Governance Assessment
- Strengths: Independent, non-executive Chairman; robust independence (9/10 directors); majority voting; declassified board; independent sessions at every meeting; director ownership requirements; no poison pill; proxy reimbursement bylaw; director term limit (15 years) and retirement age (75) .
- Committee coverage and cadence: Compensation oversight with independent consultant (Pay Governance, no conflicts); integrated cybersecurity oversight at committee level; formal ERM reporting; regular ESG oversight aligned to SASB topics .
- Director compensation design: Balanced cash+equity; annual RSUs deferred until departure, aligning tenure and shareholder outcomes; modest incremental updates to maintain market median .
- Shareholder signals: Say-on-pay support consistently >93%; 98.0% in 2024, indicating investor confidence in compensation governance .
RED FLAGS (none material disclosed):
- Related-party transactions: None >$120,000 involving directors in 2024; no material adverse proceedings disclosed .
- Hedging/pledging: Prohibited by policy (alignment safeguarded) .
- Overboarding: Policy limit; disclosure indicates compliance (≤2 outside public boards per director) .
- Attendance: All directors met ≥75% threshold in 2024; annual meeting attendance confirmed .
Overall, Carmichael brings seasoned banking, technology, and cybersecurity oversight experience with independent board leadership, clear ownership alignment, and no disclosed conflicts at EHC—supportive of board effectiveness and investor confidence .