Kevin J. O’Connor
Director at EHC
Board
About Kevin J. O’Connor
Kevin J. O’Connor (age 57) has served on Encompass Health’s board since March 30, 2022. He is currently Senior Vice President, General Counsel and Corporate Secretary of Lockheed Martin; previously he was Chief Legal Officer at Carrier (2020–2024), Chief Legal Officer at Point72 (2015–2020), and Vice President, Global Ethics & Compliance at United Technologies (2012–2015). Earlier, he held senior enforcement roles at the U.S. Department of Justice (including Associate Attorney General and U.S. Attorney for the District of Connecticut) and the SEC Division of Enforcement; he also chaired the board of Trinity Health of New England and sits on the University of Connecticut Board of Trustees. He is an independent director with extensive legal, compliance, and regulatory/risk management credentials relevant to healthcare oversight and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | SVP, General Counsel & Corporate Secretary | Current (by 2025) | Senior leadership in legal, compliance, risk management |
| Carrier Corporation | SVP & Chief Legal Officer | 2020–2024 | Led legal function; regulatory/risk oversight |
| Point72 Asset Management | Chief Legal Officer | 2015–early 2020 | Asset management legal oversight |
| United Technologies Corporation | VP, Global Ethics & Compliance | 2012–2015 | Ethics/compliance leadership in industrial conglomerate |
| U.S. Department of Justice | Associate Attorney General; U.S. Attorney (D. Conn.) | ~20 years in practice (prior to 2012) | Senior prosecutorial and policy roles |
| U.S. Securities and Exchange Commission | Division of Enforcement | Prior to 2012 | Securities enforcement background |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| University of Connecticut | Board of Trustees (member) | Current | Nonprofit/academic board; no disclosed EHC transaction |
| Trinity Health of New England | Chair, Board of Directors | Prior role | Large integrated health system; governance/quality oversight background |
| Vencore, Inc. | Strategic Advisory Council (prior) | Prior role | Private defense contractor; advisory role |
Board Governance
- Committee assignments: Member, Compliance & Quality of Care Committee and Nominating/Corporate Governance Committee; not a chair .
- Independence: Board determined all nine non-employee nominees, including O’Connor, are independent under NYSE and company standards; no material director-related transactions in 2024 .
- Attendance & engagement: Board met five times in 2024; each director attended at least 75% of board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Committee activity/meeting cadence (2024): Audit (9), Compensation & Human Capital (6), Compliance & Quality of Care (4), Nominating/Corporate Governance (5); Finance Committee dissolved May 2024 with responsibilities folded into Audit .
- ESG oversight: Compliance & Quality of Care oversees quality, privacy/EHR, employee health & safety, billing transparency, climate impacts; Nominating/Corporate Governance oversees political spending, anti-competitive practices, shareholder engagement .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $106,648 | Board/committee retainers for 2024 |
| Annual Base Cash Retainer | $110,000 | Effective May 2024; paid quarterly |
| Committee Chair Fees (if applicable) | $0 | O’Connor was not a chair in 2024 |
| All Other Compensation | $3,984 | Value of RSU dividend equivalents |
| Total Director Compensation | $275,637 | Cash + stock + other |
Chair fee schedule (effective May 2024):
| Chair Position | Annual Cash Fee |
|---|---|
| Chairman of the Board | $150,000 |
| Audit Committee | $30,000 |
| Compensation & Human Capital Committee | $20,000 |
| Compliance & Quality of Care Committee | $20,000 |
| Nominating/Corporate Governance Committee | $20,000 |
- Deferrals: Directors may elect to defer cash fees into the Directors’ Deferred Stock Investment Plan (stock-acquired, held in a rabbi trust, distributed as stock upon board departure) .
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Settlement | Notes |
|---|---|---|---|---|---|---|
| RSUs (annual grant) | 2024 | 1,978 units | $165,005 | Fully vested; not subject to forfeiture | Settled in stock after board service ends | Dividend equivalents credited as additional RSUs; no other stock awards outstanding |
| RSU Dividend Equivalents | 2024 | N/A | $3,984 | N/A | Added as RSUs | Based on company dividends |
- Director equity awards are not tied to operational performance metrics; they are fully vested upon grant and aligned through deferred settlement and ownership guidelines, rather than formulaic KPIs .
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| Public company directorships | None disclosed | Proxy highlights no director serves on >2 outside public boards; no public boards listed for O’Connor |
| Trinity Health of New England | Healthcare system | Governance/quality expertise; no related-party transactions reported with EHC since 1/1/2024 |
| University of Connecticut | Academic | Nonprofit role; no transactions disclosed |
Expertise & Qualifications
- Legal and regulatory: DOJ Associate AG, U.S. Attorney, SEC Enforcement; corporate GC roles at Lockheed, Carrier, Point72, UTC .
- Compliance & risk: Led ethics/compliance at UTC; senior legal oversight in highly regulated industries; experience overseeing cyber risk within board committee context .
- Healthcare governance: Chaired Trinity Health of New England board; experience with quality of care oversight .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | RSUs Outstanding (as of 12/31/2024) | Ownership Guideline |
|---|---|---|---|---|
| Kevin J. O’Connor | 8,429 | <1% | 7,415 | Outside director must own $550,000 within five years of appointment; directors with <5 years are on track |
- Ownership policy: Directors must hold granted equity until departure; guideline increased from $500,000 to $550,000 in May 2024 to reflect higher cash retainer .
Governance Assessment
- Board effectiveness: O’Connor adds deep legal, compliance, and healthcare governance experience to EHC’s Compliance & Quality of Care and Nominating/Corporate Governance committees—aligned with oversight of patient quality, cyber risk, succession, and board composition .
- Independence & attendance: Determined independent; attendance met or exceeded 75% threshold; full annual meeting attendance—supports investor confidence .
- Pay structure alignment: Balanced cash/equity mix with fully vested RSUs deferred until departure; dividend equivalents accrue in RSUs; strong director ownership requirements enhance alignment .
- Compensation governance: Independent consultant (Pay Governance) retained by the Compensation & Human Capital Committee; no conflicts; best-practice features include clawback policy, double-trigger CIC, no repricing, insider hedging/pledging prohibitions—risk-mitigating signals .
- Related-party review: No related-party transactions >$120,000 since 1/1/2024; directors must recuse and offer resignations if conflicts arise—robust process .
RED FLAGS
- None disclosed specific to O’Connor: No related-party transactions; no hedging/pledging; no public-company overboarding. One monitoring consideration is time commitment given full-time GC role at Lockheed, but EHC’s Corporate Governance Guidelines include strict outside directorship limits and independence requirements, mitigating overcommitment risk .
Compensation Committee Analysis
- Independent consultant: Pay Governance engaged; confirmed independent; performs no other services for EHC—reduces consultant conflicts .
- Committee scope: Oversees executive pay programs, succession, human capital risks, and non-employee director compensation—solid governance architecture supporting overall board effectiveness .
Say-on-Pay & Shareholder Feedback
- Historical say-on-pay support exceeding 93% annually—signals broad shareholder endorsement of EHC’s pay-for-performance and governance practices .
Related Party Transactions
- Policy & outcome: Robust review framework via Corporate Governance Guidelines and Standards of Business Ethics; no transactions >$120,000 with directors/executives or 5% holders since 1/1/2024 .
Board Governance Details
| Committee (2024) | Meetings | O’Connor’s Role |
|---|---|---|
| Compliance & Quality of Care | 4 | Member |
| Nominating/Corporate Governance | 5 | Member |
| Audit | 9 | Not a member |
| Compensation & Human Capital | 6 | Not a member |
Independent sessions are scheduled at every regular meeting of the board and committees; independent, non-executive chair structure enhances monitoring effectiveness .