Leslye G. Katz
Director at EHC
Board
About Leslye G. Katz
Leslye G. Katz, age 70, has served as an independent director of Encompass Health since January 25, 2013 and currently chairs the Nominating/Corporate Governance Committee and serves on the Audit Committee; she is designated an “audit committee financial expert” under SEC rules, reflecting deep finance, M&A, treasury, FP&A, SEC reporting, investor relations, real estate, and procurement expertise gained across healthcare and pharmaceutical information services and related industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMS Health, Inc. | SVP & Chief Financial Officer | Jan 2007–Dec 2010 | Led finance for healthcare/pharma information services company; SEC reporting and investor relations |
| IMS Health, Inc. | Vice President & Controller | Five years prior to CFO (years not specified) | Financial controls and reporting leadership |
| American Lawyer Media, Inc. | SVP & Chief Financial Officer | Jul 1998–Jul 2001 | Finance leadership at legal media company |
| The Dun & Bradstreet Corporation | Various financial management positions | Not disclosed | Progression through finance roles |
| Cognizant Corporation (D&B spin-off) | Vice President & Treasurer | Two years (dates not specified) | Corporate treasury leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| My Sisters’ Place (non-profit) | Vice-Chair, Board of Directors | Current | Domestic violence shelter advocacy and governance service |
Board Governance
- Current EHC committee assignments: Audit Committee member; Nominating/Corporate Governance Committee Chair .
- Committee meeting cadence (2024): Audit (9); Nominating/Corporate Governance (5); Board met 5 times .
- Attendance: All directors attended at least 75% of board and respective committee meetings in 2024; EHC holds independent director sessions at every regular meeting of the board and its committees .
- Independence: EHC’s board is highly independent (9 of 10 directors), with all non-employee nominees—including Ms. Katz—affirmed independent under NYSE standards; all Audit/Nominating/Compensation/Compliance committees meet NYSE/SEC independence tests .
- Governance architecture: Independent, non-executive Chairman; majority voting in uncontested elections with contingent resignations; declassified board; term limit of 15 years and mandatory retirement at 75 (board discretion for exceptions) .
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Cash retainer | 110,000 | Annual base cash retainer (effective May 2024) |
| Committee chair fee (Nominating/Corporate Governance) | 20,000 | Chair fee (effective May 2024) |
| Fees earned (actual) | 126,648 | Reported 2024 cash fees earned |
| RSU grant (units) | 1,978 | Annual director RSUs; fully vested; settle after board departure |
| RSU grant (fair value) | 165,005 | Grant-date fair value (ASC 718) |
| Dividend-equivalent RSUs (value) | 27,196 | RSUs credited for quarterly dividends in 2024 |
| Total 2024 director compensation | 318,849 | Sum of cash, stock awards, and dividend-equivalent RSUs |
Notes:
- Chair fees schedule (for reference): Audit $30,000; Compensation & Human Capital $20,000; Compliance & Quality of Care $20,000; Nominating/Corporate Governance $20,000; Chairman of the Board $150,000 .
- Directors may defer cash fees into common stock under the Directors’ Deferred Stock Investment Plan, distributed as common stock upon termination from board service; specific participation for Ms. Katz not disclosed .
Performance Compensation
- Non-employee director compensation at EHC is not performance-based; annual director RSUs are fully vested upon grant and are deferred—shares are issued only after the director leaves the board. Dividend equivalents accrue as additional RSUs and are paid upon settlement; no performance metrics apply to director awards .
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed | — | — |
- Over-boarding controls: None of EHC’s directors serve on more than two outside public company boards; audit committee service capped at three public company audit committees per director under EHC guidelines .
Expertise & Qualifications
- Audit committee financial expert designation; extensive finance leadership across healthcare/pharma information services and media; experience in M&A, treasury, FP&A, SEC reporting, investor relations, real estate, procurement .
- Governance leadership: Chairs Nominating/Corporate Governance Committee, oversees director succession planning, composition, evaluation processes, and governance guidelines .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 46,105 (<1% of class) |
| RSUs outstanding (aggregate, fully vested; settle upon departure) | 45,022 units as of 12/31/2024 |
| Director equity holding requirement | $550,000 within five years of board service; all non-employee directors with ≥5 years have met guidelines (Ms. Katz joined in 2013) |
| Hedging/pledging | Prohibited by insider trading policy for directors and officers |
| Related-party transactions | None material involving directors in 2024 |
Governance Assessment
- Strengths for investor confidence:
- Independence and committee leadership: Ms. Katz is an independent director, Audit Committee member, and Chair of Nominating/Corporate Governance—positions central to board effectiveness and director succession/refreshment oversight .
- Engagement: Board and committees met regularly in 2024; all directors met the ≥75% attendance threshold; independent sessions at each regular meeting reinforce oversight rigor .
- Alignment and ownership: Director RSUs are fully vested but deferred until departure, with dividend-equivalent RSUs accruing; directors must meet a $550,000 holding requirement within five years, and all with ≥5 years have achieved compliance—supporting long-term alignment .
- Risk safeguards: Prohibitions on hedging/pledging, robust clawback policy for officers, double-trigger change-in-control features, and majority voting with contingent resignations signal shareholder-friendly policies .
- Potential issues / RED FLAGS:
- None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls for Ms. Katz; EHC reports no material director-related relationships in 2024 .
- Tenure: With a stated 15-year term limit and mandatory retirement age of 75 (board discretion), Ms. Katz’s tenure since 2013 is approaching the term limit window, which can be positive for planned refreshment but warrants monitoring for continuity versus renewal balance .
Overall, Ms. Katz’s finance depth and governance leadership, coupled with independence and ownership alignment, are positives for board effectiveness and investor confidence, with no specific conflicts or compensation anomalies disclosed .