Christopher J. Heaney

About Christopher J. Heaney

Independent director of Chemed (CHE) since 2020; age 71. Former President & CEO of Service America Systems, Inc., a prior Chemed subsidiary sold in 2005 to an investment group he led; served as CEO until 2009. Earlier, Vice President of Operations at Service America and Senior Vice President/Group SVP at Veratex Group (dental supplies) while owned by Omnicare and then Chemed. The Board affirms his independence under NYSE listing standards and reports ≥80% attendance in 2024 for Board/committee meetings, though he did not attend the May 20, 2024 annual meeting of stockholders .

Past Roles

Organization	Role	Tenure	Notes/Impact
Service America Systems, Inc.	President & CEO	2005–2009	Led company post-divestiture from Chemed (sold to an investment group led by Heaney in 2005) .
Service America Systems, Inc.	Vice President of Operations	Through 2005 (start not disclosed)	Operated Chemed’s former subsidiary prior to sale to Heaney-led group .
Veratex Group (dental supplies)	Senior VP; Group Senior VP	Not disclosed	Served while Veratex was a wholly owned subsidiary of Omnicare and later Chemed .

External Roles

Category	Current Status
Public company boards (other than CHE)	None disclosed in proxy biography .
Prior public boards	Not disclosed for Mr. Heaney .
Private/non-profit/academic boards	Not disclosed for Mr. Heaney .

Board Governance

Committees: Compensation and Nominating (member; not chair) .
Committee meetings held in 2024: Audit 7; Compensation 3; Nominating 1 .
Independence: Board determined Heaney is independent (majority of nominees independent) .
Attendance: Board met five times; all directors attended ≥80% of Board/committee meetings; Heaney did not attend the 2024 annual meeting .
Board leadership: CEO and Chairman roles separated; George J. Walsh III is Chairman .
Executive sessions: Board meets in executive session at its meetings, without management present .
Related-party oversight: Formal related-person transaction review policy administered by the Audit Committee .

Committee	Membership	Chair Role	2024 Meetings
Compensation	Member	No	3
Nominating	Member	No	1
Audit	Not a member	—	7

Fixed Compensation

Year	Fees Earned in Cash ($)	Stock Awards ($)	All Other ($)	Total ($)
2024	118,000	166,273	—	284,273

Program structure (non-employee directors):

Annual cash retainer $80,000; Board meeting fee $3,000/meeting; committee membership annual fees: Audit $15,000, Compensation $12,000, Nominating $10,000; committee meeting fees $1,000 (or $500 if same day as Board); Chair adders: Audit $30,000, Compensation $20,000, Nominating $15,000; Chairman of the Board add’l $145,000 (Walsh) .
Annual fully vested stock award: approx $160,273; in May 2024 directors received 284 shares of Capital Stock (fully vested) .
Director Deferred Compensation Plan: $6,000 annual contribution to purchase CHE stock; dividends reinvested .

Grant detail (2024):

Grant Date	Shares Granted	Nature	Fair Value ($)
May 2024	284	Fully vested stock award	~160,273

Performance Compensation

Directors do not receive performance-based equity (RSUs/PSUs) or annual performance bonuses for Board service; stock awards are fully vested at grant and not tied to operational metrics .

Metric	Tied to Director Compensation?	Notes
Adjusted EPS, TSR, ROA	No	These metrics apply to executive PSU/bonus programs; not used for director equity/fees .
Meeting/committee participation	Indirect	Fixed meeting fees apply per attendance; no performance targets .

Other Directorships & Interlocks

Compensation Committee interlocks: None in 2024; no insider participation except as directors .
Shared directorships with key customers/suppliers/competitors: Not disclosed for Heaney .

Expertise & Qualifications

Operating leadership: Ran Service America Systems as CEO after acquiring it from Chemed; prior VP of Operations at Service America .
Industry exposure: Dental supplies (Veratex Group under Omnicare/Chemed ownership) .
Transaction experience: Led investor group acquiring Service America; familiarity with carve-outs and subsidiary operations .

Equity Ownership

As of Dec 31, 2024	Direct & Thrift Shares	Options Exercisable	Trusteeships/Family Holdings	Percent of Class
Beneficial ownership	2,112	0	0	<1% (not shown per proxy convention)

Additional alignment and policies:

Ownership guidelines: Non-employee directors must hold 5× annual board retainer ($80,000), i.e., $400,000; Company reports all directors/executives have met or are pursuing plans to meet guidelines as of year-end 2024 .
Approximate value: 2,112 shares × $529.80 closing price on Dec 31, 2024 ≈ $1.12M (exceeds $400,000 guideline) .
Hedging/pledging: Hedging prohibited; proxy discourages short-term trading; no pledging disclosure specific to Heaney .
Director deferred plan: $6,000 annual contribution credited to purchase CHE stock (paid in 2024) .

Governance Assessment

Board effectiveness: Heaney adds operator/investor discipline from leading Service America post-divestiture and senior roles in Veratex; active on Compensation and Nominating Committees that shape pay and refresh board composition .
Independence & attendance: Affirmed independent; attended ≥80% of Board/committee meetings; missed 2024 annual meeting (isolated) .
Compensation alignment: Mix of cash fees and fully vested equity; total 2024 director pay $284,273; annual fully vested stock award and ownership guidelines support skin-in-the-game alignment .
Conflicts/related-party exposure: No 2024 related-party transactions tied to Heaney; the company maintains formal RPT review procedures. Historical 2005 sale of Service America to a Heaney-led group is notable but not a current transaction .
Committee interlocks: None; compensation committee independence maintained .
Shareholder signals: Say-on-pay support strengthened to 82.70% in 2024, indicating positive sentiment toward compensation governance he helps oversee .

RED FLAGS

Missed attendance at the 2024 annual meeting despite ≥80% meeting attendance overall .
Historical related-party adjacency (2005 Service America sale to Heaney-led group) warrants continuing sensitivity, though no current RPTs disclosed .

Positive Signals

Clear independence determination; committee roles on Compensation/Nominating without interlocks .
Strong ownership alignment (approx. $1.12M stake vs. $400,000 guideline) .
Board leadership separation and regular executive sessions, supporting independent oversight .