Terrance Williams
Encompass HealthAbout Terrance Williams
Terrance Williams (age 56) is an independent director of Encompass Health, serving since January 1, 2020, and is a member of the Audit Committee; he is designated by the board as an “audit committee financial expert” under SEC regulations . He is President & CEO‑elect at TruStage Financial Group (appointed June 26, 2023) and previously held senior roles at Allstate (EVP and President of Protection Products & Services) and Nationwide (EVP & Chief Marketing Officer; President of Emerging Businesses), bringing deep marketing, insurance, regulated‑industry, and enterprise leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TruStage Financial Group, Inc. | President & Chief Executive Officer‑elect | Appointed June 26, 2023 | Senior leadership in insurance/fintech; large-scale P&L oversight |
| Allstate Corporation | EVP & President, Protection Products & Services | Joined January 2020 | Accountable for ~$5B revenue portfolio and ~3,800 employees globally |
| Nationwide Mutual Insurance Company | EVP & Chief Marketing Officer; President, Emerging Businesses | 24 years at Nationwide (roles across underwriting, claims, ops, sales, P&L) | Enterprise strategy, innovation, venture capital fund oversight |
External Roles
- Current executive role: President & CEO‑elect, TruStage Financial Group, Inc.
- Other public company directorships: Not disclosed in EHC’s proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all nine non‑employee director nominees are independent under NYSE standards; Audit Committee members satisfy NYSE/SEC independence tests . |
| Committee Assignments | Audit Committee member (committee integrated Finance responsibilities in May 2024) . |
| Committee Chair Roles | None (Audit Committee chaired by Christopher R. Reidy) . |
| Meeting Attendance | Board met 5 times in 2024; each member attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting . |
| Committee Activity | Audit Committee held 9 meetings in 2024; Compensation & Human Capital 6; Compliance & Quality of Care 4; Nominating/Corporate Governance 5 . |
| Board Leadership | Independent, non‑executive Chairman (Greg D. Carmichael) presides over independent sessions generally held at each board meeting . |
| Audit Oversight | Audit Committee recommended inclusion of 2024 audited financials in Form 10‑K and selected PwC as independent auditor for 2025 . |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 111,676 |
| All Other Compensation (Dividend Equivalent RSUs) | 7,597 |
| Total Cash & Other | 119,273 |
| Notes | Annual base cash retainer for non‑employee directors increased to $110,000 effective May 2024; chair fees: Chairman $150,000; Audit Chair $30,000; Comp Chair $20,000; Compliance Chair $20,000; Nominating Chair $20,000 . |
Performance Compensation
| Equity Award (2024) | Grant Detail |
|---|---|
| RSUs (annual grant) | Grant date fair value $165,005; 1,978 units; fully vested at grant (not subject to forfeiture); settled in common shares only after departure from the board . |
| Dividend Equivalents | Additional RSUs granted for dividends paid on common stock; shows up in “All Other Compensation” . |
| Outstanding RSUs (as of 12/31/2024) | 13,268 RSUs held . |
| Other Stock Awards | None; no other outstanding stock awards disclosed for directors . |
| Performance Metrics | None disclosed for director equity (director awards are time‑based and settlement‑deferred; executive plans include financial/sustainability metrics and relative TSR, but not applicable to directors) . |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Not disclosed | — | EHC proxy does not disclose other public company boards for Williams . |
Expertise & Qualifications
- Audit committee financial expert (SEC definition) .
- Deep marketing, insurance (payor), regulated‑industry experience; broad P&L, operations, and enterprise strategy leadership across large geographic platforms .
- Board composition emphasizes diversity of skills and independence; Nominating/Corporate Governance Committee annually reviews outside commitments and director suitability, rotation, and committee functioning .
Equity Ownership
| Metric | Value | As‑of |
|---|---|---|
| Common Shares Beneficially Owned | 13,647 (<1% of class) | |
| RSUs Held | 13,268 | |
| Director Ownership Guideline | $550,000 required within five years (increased from $500,000 in May 2024); directors must hold awards until departure; all non‑employee directors with ≥5 years of service have attained guideline levels . | |
| Hedging/Pledging | Insider trading policy prohibits hedging or pledging by executives and directors . | |
| Deferred Stock Plan | Directors may elect to defer cash fees into common stock held in a “rabbi trust,” distributed in stock upon termination from board service . |
Governance Assessment
- Independence and audit rigor: Williams is an independent director and audit committee financial expert, reinforcing board oversight of financial reporting and controls; Audit Committee active (9 meetings) and selected PwC for 2025 .
- Engagement: Board‑wide attendance thresholds met (≥75%) and full annual meeting attendance; independent chair presides over executive sessions at each board meeting—positive for oversight culture .
- Alignment: Director equity is granted via fully vested RSUs with settlement deferred until departure; dividend equivalents accrue in RSUs; directors must hold awards until departure and meet $550k ownership guideline within five years; hedging/pledging prohibited—strong alignment and risk mitigation .
- Compensation structure: 2024 mix is modest cash retainer and equity RSUs; no performance metrics tied to director pay (standard market practice) and total compensation within plan limits for directors .
- Conflicts/related parties: Board’s annual independence review found no material director‑related relationships, transactions, or contributions in 2024; Nominating Committee reviews outside commitments—no specific conflicts disclosed related to Williams’s external executive role .
RED FLAGS: None disclosed—no related‑party transactions, no hedging/pledging, attendance thresholds met. Monitoring point: external CEO responsibilities at TruStage could impact time commitments; however, the board annually reviews director outside commitments and determined independence .