Terrance Williams

About 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 .