Brian C. Judkins

About Brian C. Judkins

Brian C. Judkins is Vice President, Secretary and Chief Legal Officer (NEO) of Chemed Corporation (CHE) . Chemed’s executive pay program ties annual incentives to Adjusted EPS (75% weight) and Return on Assets (25%), with long-term PSUs measured on 3-year Cumulative Adjusted EPS and relative TSR; stock options vest ratably over three years . Company performance over 2022–2024 showed rising Adjusted EPS and Net Income while consolidated bonus funding modestly exceeded targets in 2024 (118.7% EPS multiplier; 96.4% ROA multiplier) .

Company performance highlights (Chemed consolidated):

Metric	FY 2022	FY 2023	FY 2024
Net Income ($000s)	$249,624	$272,509	$301,999
Adjusted EPS (as used for compensation)	$19.91	$21.21	$23.85
Consolidated NEIC Multipliers (EPS, ROA)	141.3%, 132.4%	114.4%, 112.1%	118.7%, 96.4%

Past Roles

Not disclosed in the 2023–2025 proxy statements for Mr. Judkins .

External Roles

Not disclosed in the 2023–2025 proxy statements for Mr. Judkins .

Fixed Compensation

Item	FY 2024
Base Salary ($)	$411,700
Target Annual Bonus (% of base)	80%
Actual Annual Bonus Paid ($)	$380,100

Performance Compensation

Annual cash incentive structure and 2024 outcomes: | Metric | Weight | 2024 Target | 2024 Actual | % of Target | Multiplier | |--------|--------|-------------|-------------|-------------|------------| | Adjusted EPS (Consolidated) | 75% | $23.27 | $23.85 | 102.5% | 118.7% | | Return on Assets (Consolidated) | 25% | 20.8% | 20.5% | 98.6% | 96.4% | | Judkins – Payout vs Target | — | — | — | — | 113.1% of target bonus achieved |
2024 equity grants and vesting: | Grant Date | Award Type | Units/Options (#) | Exercise/Price | Term/Expiration | Vesting | |------------|------------|-------------------|----------------|------------------|---------| | 2024-02-16 | PSU (EPS tranche) | 324 | Ref. price $583.43 | N/A | Vests based on 3-yr cumulative Adjusted EPS; settled after performance period | | 2024-02-16 | PSU (TSR tranche) | 324 | Ref. price $583.43 | N/A | Vests based on 3-yr relative TSR vs peer group; settled after performance period | | 2024-10-22 | Stock Options | 10,323 | $597.70 | Exp. 2029-10-22 | 1/3 on 2025-10-22; 1/3 on 2026-10-22; 1/3 on 2027-10-22 |
PSU performance curves (2024–2026 cycle): | 3-Year Cumulative Total Adjusted EPS | Payout (% of Target) | |-------------------------------------|----------------------| | $67.55 (Minimum) | 0.0% | | $72.95 (Target) | 100.0% | | $78.67 (Maximum) | 200.0% |

3-Year TSR Percentile vs Peer Group	Payout (% of Target)
<25th	0.0%
25th	50.0%
40th	75.0%
50th (Target)	100.0%
60th	125.0%
75th	150.0%
>90th	200.0%

Program design notes:
- Options are granted at FMV, vest ratably over 3 years, five-year term for grants since 2015; no repricing; double-trigger vesting upon change in control .

Equity Ownership & Alignment

Beneficial ownership (as of 12/31/2024): | Category | Shares | |----------|--------| | Direct and Thrift Plan | 1,741 | | Options Exercisable (within 60 days) | 14,407 | | Total Beneficial Ownership | 16,148 |
Outstanding awards (as of 12/31/2024): | Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | |------------|-------------|---------------|----------------|------------| | Stock Options (granted 2016–2028) | 6,786 | 2,200 | $445.35 | 2026-10-28 | | | — | — | — | — | | | | 4,107 | $462.04 | 2027-10-31 (half vest 2025-10-25; remainder 2026-10-25) | | 2024 Option Grant | — | 10,323 | $597.70 | 2029-10-22 (1/3 p.a. 2025–2027) |

PSU Awards Not Yet Vested	Units	Notes
2023 grant (to 12/31/24)	566	Vests on 2025 performance determination, subject to metrics
2024 grant (to 12/31/24)	648	Vests on 2026 performance determination, subject to metrics

Ownership policy and restrictions:
- Stock ownership guidelines: Vice Presidents must hold 2x base salary; all NEOs are meeting or on-track under the policy (as of 12/31/2024) .
- Clawback policy adopted consistent with NYSE; Committee may recover excess performance-based pay after restatement/misconduct .
- Anti-hedging policy prohibits hedging by officers/directors .

Employment Terms

Severance (Senior Executive Severance Policy):
- If terminated without cause: lump sum = 1.5x base salary + pro-rated average annual incentive (last 3 years); 1 year of welfare benefits; non-disclosure and 1-year non-compete/non-solicit; gross-up only applicable to certain pre-2018 participants (new participants not eligible) .
- Estimated payout (as of 12/31/2024): $1,038,469 total (Severance $630,000; Pro-rated incentive $393,246; Welfare $15,223) .
Change in Control Severance Plan (double-trigger):
- If a qualifying termination within 2 years post-CoC: cash severance = 2x (highest base in 120 days pre/post-CoC + 3-year average annual incentive), plus pro-rated current-year incentive; 2 years of welfare benefits and perquisites; outplacement up to $25,000; lump-sum replacement of employer DC contributions for 2 years; equity vests per plan on double trigger .
- Also, “single-trigger” cash payment equal to 3-year average annual incentive within 10 days of CoC (regardless of termination) .
- Estimated payouts for Mr. Judkins (as of 12/31/2024):
  - Change in control, no termination: $736,556 total (includes single-trigger incentive and PSU value at target) .
  - Qualifying termination after CoC: $3,535,804 total (Severance $1,626,492; Pro-rated incentive $393,246; Welfare/perqs/outplacement $268,684; DC contributions $260,290; Accelerated options $643,782; PSU distribution $343,310) .
Equity treatment:
- Options and PSUs are subject to double-trigger vesting (change in control plus qualifying termination) for grants 2013 and later .

Say-on-Pay, Peer Group, and Governance

Say-on-Pay results:
- 2024 approval: 82.70% For, 17.19% Against, 0.11% Abstain .
- 2023 approval: 77.22% For, 22.52% Against, 0.26% Abstain .
Compensation peer group:
- 2025 peer group update includes healthcare services and diversified industrials (e.g., ABM Industries, Amedisys, Encompass Health, The Ensign Group, Option Care Health, Surgery Partners, Tetra Tech, Rollins) .
- Prior peer group (2024) similar composition with some differences (e.g., Stericycle included previously) .
Program safeguards:
- No option repricing/cash buyouts of underwater awards; options granted at or above FMV; double-trigger change-of-control vesting; no dividends on unvested PSUs; clawback and anti-hedging policies .

Investment Implications

Pay-for-performance alignment: Mr. Judkins’ pay mix is highly performance-based (75.0% in 2024), with annual payouts leveraged to Adjusted EPS and ROA and multi-year PSUs tied to absolute EPS growth and relative TSR, aligning with shareholder outcomes .
Vesting and potential selling pressure: Upcoming option vest dates (Oct 2025–2027) and PSU settlements (early 2026–2027, subject to performance) could create episodic trading flows; 2024 option grant (10,323 @ $597.70) vests in thirds beginning 10/22/2025 .
Retention and change-in-control protections: Double-trigger CoC protection (2x cash multiple plus benefits) and severance (1.5x base) reduce near-term retention risk; no new excise tax gross-up eligibility under revised plans is governance-friendly .
Ownership alignment: Beneficial ownership (16,148 shares/options) and adherence to ownership guidelines, plus prohibitions on hedging and a robust clawback, mitigate misalignment risk; no pledging disclosure noted in proxies .