On March 30, 2023, Enhabit, Inc. entered into a Cooperation Agreement with Cruiser Capital Master Fund LP and Cruiser Capital Advisors, LLC and Harbour Point Capital Management LP. Effective upon execution and delivery of the Cooperation Agreement, the Board of Directors of the Company increased the size of the Board from eleven to thirteen directors. Pursuant to the Cooperation Agreement, the Board will appoint Stuart McGuigan and Barry Schochet to the Board within two business days to fill the vacancies resulting from the increase in the size of the Board.

In addition, the Board will appoint Mr. Schochet to the Board's Nominating/Corporate Governance Committee and Compliance/Quality of Care Committee. Pursuant to the terms of the Cooperation Agreement, the Board will, in accordance with the Board's customary governance processes, give each of the New Directors the same due consideration for membership to any committee of the Board as any other independent director with similar relevant expertise and qualifications. Stuart McGuigan, age 64, currently serves as a Senior Advisor at McKinsey & Company, a position he has held since 2021.

Prior to this position, he served as Chief Information Officer of the U.S. Department of State from 2019 to 2021. As CIO, he established technology strategic direction and provided oversight for $2.4 billion of technology programs across the Department. Mr. McGuigan joined the Department of State from Johnson & Johnson, where he served as CIO from 2012 to 2019 and was responsible for global Information Technology strategy and operations for an organization with 130,000 employees at over 170 overseas and domestic locations.

Prior to Johnson & Johnson, Mr. McGuigan served as Senior Vice President and CIO of CVS Caremark, Senior Vice President and CIO of Liberty Mutual and Senior Vice President of Information Services for Medco Health Solutions. He currently serves as a director of Posit PBC and M2GEN. Barry Schochet, age 72, serves as a Healthcare Operating Partner at CIC Partners, an investment firm with an investment record spanning more than 30 years and representing greater than $1 billion in aggregate realized proceeds, a position he has held since 2007.

Prior to his current role at CIC Partners, Mr. Schochet served as the President and CEO of BPS Health Ventures, a healthcare consulting and investment firm from 2005 to 2017. In addition, Mr. Schochet served as Vice Chairman and a number of other senior executive positions, including President of the Hospital Division, at Tenet Healthcare and its predecessor National Medical Enterprises from 1979 to 2004. During his tenure, Tenet reached revenues of over $13 billion.

Mr. Schochet has previously served as a director for several health care companies, including Omnicare, until it was acquired by CVS and Agiliti. Mr. Schochet currently serves as a director of BroadJump LLC, Tri Cap Technology Group, and Rendina Companies.