Form 4: Encompass Health Director Receives Restricted Stock Units from Dividend Reinvestment
Insider Transaction Report
Encompass Health Corp. Director Terrance Williams received 24 restricted stock units (RSUs) on July 15, 2025, as part of a dividend reinvestment program, increasing his beneficial ownership to 15,118 shares.
Summary
- Terrance Williams, a Director of Encompass Health Corp (EHC), was awarded 24 restricted stock units (RSUs) on July 15, 2025.
- This award resulted from additional RSUs being credited to his non-employee director account in connection with common stock dividend payments.
- The number of RSUs credited is calculated based on the existing RSUs, the per-share dividend, and the closing price on the dividend payment date.
- On July 15, 2025, Encompass Health paid a dividend of $0.17 per share, and the closing price was $107.28.
- Following this transaction, Terrance Williams beneficially owns 15,118 shares.
- The transaction was made pursuant to a Rule 10b5-1(c) plan.
- A Power of Attorney, effective May 13, 2025, grants Patrick Darby and Stephen Leasure authority to execute SEC filings (Forms 3, 4, 5, Schedule 13D/G) on behalf of Terrance Williams.
- Stephen Leasure and Philip Calagaz are also appointed as attorneys-in-fact for EDGAR system registration and account management for Terrance Williams.
Sentiment
Score: 7
Explanation: The document reports a routine, positive event (director increasing ownership through compensation) and standard corporate governance practices (POA for SEC filings). There are no negative financial or operational details. The transaction is expected and part of a pre-planned arrangement.
Positives
- Director Terrance Williams' beneficial ownership in Encompass Health Corp. increased by 24 shares, aligning director interests with shareholders.
- The RSU award is part of a standard dividend reinvestment mechanism for non-employee directors, indicating a consistent compensation policy.
- The transaction was conducted under a Rule 10b5-1(c) plan, demonstrating pre-planned and compliant insider trading.
Future Outlook
No forward-looking statements or guidance are provided in this transactional filing.
Industry Context
This is a routine insider transaction filing (Form 4) and a Power of Attorney. It does not provide information to analyze broader industry trends or competitive landscape. It reflects standard corporate governance practices for director compensation and SEC compliance.
Comparison to Industry Standards
- This Form 4 filing details a standard RSU award to a non-employee director as part of a dividend reinvestment plan, which is a common practice across publicly traded companies for aligning director incentives with shareholder returns.
- The use of a Rule 10b5-1(c) plan for the transaction is also a standard compliance measure for insiders to avoid accusations of trading on material non-public information.
- No specific comparable companies or projects are mentioned in the document to allow for a direct comparison of results.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Authorization of Attorney-in-Fact | Terrance Williams granted a Power of Attorney to Patrick Darby and Stephen Leasure to execute SEC Forms 3, 4, 5, 13D, and 13G on his behalf, and to Stephen Leasure and Philip Calagaz for EDGAR system administration. | 05/13/2025 | Enhances efficiency and compliance for director's SEC reporting obligations, ensuring timely and accurate filings. |
Related Party Transactions
- The RSU award is a form of compensation to a director, which is a related party transaction, but it is a standard, disclosed compensation mechanism.
Stakeholder Impact
- Shareholders: Director's increased ownership through RSUs aligns interests with shareholders. The dividend payment benefits shareholders.
- Management/Directors: Clarifies the process for director compensation via RSUs and streamlines SEC filing compliance through Power of Attorney.
Next Steps
- Terrance Williams will continue to file Forms 3, 4, and 5 as required for his holdings and transactions in Encompass Health Corp. securities.
- The Power of Attorney will remain in effect until Williams is no longer required to file such forms, unless revoked.
Key Dates
| Date | Description |
|---|---|
| 05/13/2025 | Effective date of the Power of Attorney granted by Terrance Williams. |
| 07/15/2025 | Date of RSU award transaction and dividend payment by Encompass Health Corp. |
| 07/16/2025 | Date the Form 4 was signed by the attorney-in-fact. |
Recommendation
holdKeywords
Encompass Health Corp, EHC, Form 4, Insider Trading, Restricted Stock Units, RSU, Dividend Reinvestment, Director Compensation, Beneficial Ownership, SEC Filing, Corporate Governance, Terrance Williams
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