Andrea R. Lindell

About Andrea R. Lindell

Independent director of Chemed Corporation since 2008; age 81. Career nursing leader and educator: Dean Emeritus, College of Nursing at Walden University (from March 2025); previously Dean of Walden’s College of Nursing (2016–2021), Vice Provost Academic Affairs focused on Social Determinants of Health through February 2025, DNP Program Director and Associate Dean (2011–2016). Former Dean and Professor, University of Cincinnati College of Nursing (1990–2010), also Founder/Interim Dean, College of Allied Health Sciences and Senior Associate Vice President, University of Cincinnati Medical Center; retired December 2010. Prior public company board experience: Director of Omnicare until May 2014.

Past Roles

Organization	Role	Tenure	Committees/Impact
Walden University	Dean Emeritus, College of Nursing; Emeritus Faculty	From Mar 2025	Academic leadership continuity
Walden University	Dean, College of Nursing	2016–2021	Led nursing programs
Walden University	Vice Provost Academic Affairs: Social Determinants of Health and Advancement	Through Feb 2025	Advanced health equity focus
Walden University	DNP Program Director; Associate Dean (Chief Administrator for Nursing)	2011–2016	Program administration
University of Cincinnati	Dean and Professor, College of Nursing	1990–2010	Senior academic leadership; retired Dec 2010
University of Cincinnati	Founder & Interim Dean, College of Allied Health Sciences; Senior Associate VP, UC Medical Center	1994–2010	Cross-college leadership
Omnicare	Director	Until May 2014	Public company board service

External Roles

Organization	Role	Tenure	Notes
Walden University	Academic leadership roles listed above	2011–2025	Nursing education and administration
University of Cincinnati	Academic leadership roles listed above	1990–2010	Nursing/Allied Health leadership
Omnicare	Director	Until May 2014	Prior public company directorship

Board Governance

Independence: Affirmatively determined independent under NYSE standards, alongside a majority of nominees.
Committees: Member, Compensation/Incentive Committee; not a chair. Compensation Committee members: Walsh (Chair), Heaney, Lindell, McCarthy; met 3 times in 2024.
Audit/Nominating: Not a member of Audit or Nominating. 2024 meetings: Audit 7; Nominating 1.
Attendance: Board held 5 meetings in 2024; all directors attended at least 80% of Board and applicable committee meetings. All directors (except Hutton and Heaney) attended the May 20, 2024 annual meeting; implies Lindell attended.
Board leadership: Chair separate from CEO (Chair: George J. Walsh III). Executive sessions held during Board meetings, presided by Chair.
Say-on-Pay: 2024 approval 82.70% for executive compensation.

Fixed Compensation

Component (Policy)	Amount	2024 Lindell Cash Earned	Notes
Annual Board retainer (non-employee)	$80,000	Included in total	Standard director fee
Board meeting fee	$3,000 per meeting	Included in total	Meeting compensation
Compensation Committee membership fee	$12,000 per year	Included in total	Committee service fee
Committee meeting fee	$1,000 per meeting ($500 if same day as Board)	Included in total	Applied per meeting attendance
Total cash fees earned (2024)	—	$110,000	Lindell 2024 fees earned

Performance Compensation

Equity Component	Grant Date	Quantity	Grant-Date or Reported Value	Vesting	Notes
Fully vested stock award	May 2024	284 shares	~$160,273	Fully vested	Annual director equity grant
Director Deferred Compensation Plan contributions (stock)	2024	—	$6,000	N/A	Company credits used to purchase stock; dividends reinvested
Total “Stock Awards” line (proxy table)	2024	—	$166,273	Fully vested	Includes ~$160,273 stock award + $6,000 plan contribution

Chemed’s director program uses cash retainers plus fully vested stock grants; no director PSUs/options or performance metrics are tied to director pay.

Other Directorships & Interlocks

Company	Role	Timeframe	Potential Interlock/Conflict
Omnicare	Director	Until May 2014	None disclosed with Chemed; historical affiliation noted elsewhere for other individuals, not Lindell

Expertise & Qualifications

Nursing practitioner and academic leader; decades of leadership in nursing education and health sciences administration.
Governance: Prior public-company directorship (Omnicare), adding healthcare industry perspective to Chemed’s VITAS hospice segment oversight.
Not designated an Audit Committee “financial expert”; committee star designation applies to other directors (Grace, Rice, Mount).

Equity Ownership

Ownership Detail	Amount	Source/Calculation
Beneficial ownership (Direct/Thrift)	5,725 shares	CHE beneficial ownership table
Options (exercisable within 60 days)	0	CHE beneficial ownership table
Trusteeships/Family holdings	0	CHE beneficial ownership table
Total beneficial ownership	5,725 shares	CHE beneficial ownership table
% of shares outstanding	~0.039%	5,725 ÷ 14,614,676 shares outstanding (as of Mar 24, 2025)
Estimated value at 12/31/2024 price	~$3,034,695	5,725 × $529.80 closing price on 12/31/2024
Stock ownership guideline (directors)	$400,000 (5× $80,000 retainer)	Guideline and retainer policy
Guideline compliance	All directors met or are pursuing plans to meet within allotted time	Company statement re compliance
Hedging/Pledging	Hedging prohibited; no pledging disclosures for Lindell	Anti-hedging policy; pledging not disclosed

Insider Trades & Section 16(a) Compliance

Year	Transaction	Amount	Compliance Note
2024	Sale of company stock	$474,925	Filing was 10 days late under Section 16(a)

Governance Assessment

Positive signals
- Independent status; Compensation Committee member with three meetings in 2024; no compensation interlocks disclosed; independent consultant engaged and assessed for conflicts (none found in Feb 2025).
- Strong attendance (≥80% for Board/committees) and attendance at 2024 annual meeting; active committee engagement.
- Alignment via annual fully vested stock awards and meaningful personal holdings materially exceeding director ownership guideline.
- Board separates Chair and CEO; regular executive sessions.
- Company-level clawback policy compliant with NYSE and robust anti-hedging policy.
- Shareholder support for say-on-pay (82.70%), suggesting broader confidence in compensation oversight.
Watch items / red flags
- Section 16(a) late filing: a 10-day delay reporting a $474,925 stock sale in 2024; while single-instance, late filings are a compliance red flag to monitor.
- Tenure: Director since 2008; long service enhances institutional knowledge but may warrant ongoing board refreshment considerations in governance evaluations.
- Related party environment: A CEO family member is an executive at the company (governed by related-person policy); no transactions involving Lindell disclosed. Maintain oversight of related-party reviews via Audit Committee.
Compensation structure observations (director)
- Cash vs equity mix: 2024 cash fees $110,000 vs stock awards $166,273; equity comprises the larger portion of director compensation, consistent with alignment objectives.
- No director performance-based equity; grants are fully vested stock, not options/PSUs; meeting and committee fees modest.

Compensation Committee Analysis (Context for her committee role)

Item	Details
Members	Walsh (Chair), Heaney, Lindell, McCarthy; all independent.
Meetings (2024)	3 meetings.
Consultant	Compensation Strategies, Inc.; independence assessed Feb 2025, no conflicts; advises on peer group, metrics (Adjusted EPS, ROA), TSR PSUs, clawback and double-trigger CIC.

Fixed Compensation (Director Detail)

Metric	2024
Fees Earned or Paid in Cash	$110,000
Committee membership fees policy	Compensation Committee member: $12,000 annual; meeting fees $1,000 ($500 if same day)
Board retainer policy	$80,000 annual; $3,000 per Board meeting

Performance Compensation (Director Detail)

Metric	2024
Fully vested stock award (shares)	284 shares (May 2024 grant)
Stock awards value (incl. $6k plan contribution)	$166,273
Director Deferred Compensation Plan contribution	$6,000
Vesting terms	Fully vested upon grant

Other Notes

Related Person Transactions policy: Formal review/approval framework via Audit Committee for transactions >$100,000 and quarterly reviews; includes charitable contributions associated with related persons.
Index/peer group for executive TSR PSUs (context): Updated peer group tracked for relative TSR assessments; not applicable to director awards.