George J. Walsh III
CHEMEDAbout George J. Walsh III
Independent director of Chemed Corporation since 1995 and current Chairman of the Board. Age 79. Career corporate attorney: former partner at Thompson Hine LLP (New York) until retirement in December 2024; previously partner at Gould & Wilkie LLP (merged into Thompson Hine in 2002). Elected Chairman of the Board in March 2009, with ongoing governance leadership at CHE .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thompson Hine LLP (NY) | Partner | May 2002 – Dec 2024 (retired) | Corporate legal expertise; merger lineage from Gould & Wilkie |
| Gould & Wilkie LLP (NY) | Partner | Jan 1979 – May 2002 | Firm merged into Thompson Hine on May 1, 2002 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current or prior public company directorships disclosed for Walsh beyond CHE |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Walsh is independent under NYSE standards |
| Board role | Chairman of the Board (functions separated from CEO) |
| Director tenure | Director since 1995 |
| Committees | Compensation Committee Chair; Nominating Committee member |
| Committee meetings in 2024 | Compensation: 3; Nominating: 1 |
| Board meetings in 2024 | 5 meetings; all directors attended at least 80% of Board and applicable committee meetings |
| Executive sessions | Board meets in executive session each meeting without executives/management; sessions presided over by Chairman |
| Majority voting | Majority vote standard; irrevocable resignation policy for incumbent directors not receiving majority support |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual director retainer | 80,000 | Non-employee directors |
| Chairman of the Board retainer | 145,000 | Additional fee for Walsh as Chairman |
| Compensation Committee Chair fee | 20,000 | Chair premium |
| Compensation Committee membership fee | 12,000 | For members (non-chair) |
| Nominating Committee membership fee | 10,000 | For members (non-chair) |
| Board meeting fee (per meeting) | 3,000 | Paid per Board meeting |
| Committee meeting fee (per meeting) | 1,000 (or 500 if same day as Board) | Paid per Committee meeting |
| Total cash paid (Walsh, 2024) | 275,000 | As reported in Director Compensation Table |
| Perquisites (Walsh, 2024) | 39,578 | Personal use of company aircraft (incremental cost basis) |
Performance Compensation
| Equity/Deferral Program | Date | Units/Shares | Amount ($) | Vesting/Terms |
|---|---|---|---|---|
| Annual fully vested stock award | May 2024 | 284 | ~160,273 | Fully vested; granted under 2018/2022 Stock Incentive Plans |
| Director Deferred Compensation Plan contribution | 2024 | N/A | 6,000 | Quarterly credits used to purchase CHE stock; dividends reinvested; payable within 90 days post-service |
| Performance Metrics Applied to Director Pay | Target | Weight | Payout | Notes |
|---|---|---|---|---|
| None (director equity grants are fully vested) | — | — | — | Non-employee directors do not have performance-conditioned awards |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee composition | Walsh (Chair), Heaney, Lindell, McCarthy |
| Interlocks | No compensation committee interlocks or insider participation disclosed in 2024 |
| Other public company boards (Walsh) | None disclosed |
Expertise & Qualifications
- Corporate law partner since 1979; governance and legal risk expertise .
- Board leadership: Chairman of the Board since March 2009; supports separation of CEO/Chair roles .
- Compensation oversight experience as Compensation Committee Chair .
- Board policy stewardship in majority voting, related-party transaction review, and ethics/insider trading policies .
Equity Ownership
| Ownership Category (as of 12/31/2024) | Shares/Units | Notes |
|---|---|---|
| Direct & Thrift Plan | 3,046 | Beneficial ownership table |
| Options exercisable (≤60 days) | 0 | None disclosed for Walsh |
| Trusteeships/Family holdings | 0 | None disclosed for Walsh |
| Total beneficial ownership | 3,046 | Under 1% of class; company does not show exact % <1% |
| Approximate market value | ~$1,613,771 | 3,046 shares at $529.80 close on 12/31/2024 |
| Ownership guideline | $400,000 required (5× $80,000 retainer) | Directors must retain holdings ≥ $400,000; company reports directors meet or are on track |
Governance Assessment
- Strengths
- Independent Chairman; CEO/Chair separation enhances oversight .
- Majority voting with resignation policy; shareholder-friendly director election standard .
- Strong attendance (≥80% Board/committee) and participation; Walsh attended 2024 Annual Meeting .
- Compensation Committee practices: independent consultant (Compensation Strategies, Inc.) and 2025 independence review concluded no conflicts .
- Clawback policy (NYSE-compliant) and anti-hedging policy in place; reduces risk of misaligned incentives .
- Say-on-pay support: 82.70% in 2024, reflecting investor acceptance of compensation oversight by the committee Walsh chairs .
- Risks and potential red flags
- Very long tenure (director since 1995) and age 79—facts that can prompt board refreshment questions among some investors .
- Personal use of company aircraft ($39,578 in 2024) is a notable perquisite for a director; investors may scrutinize perq policies despite incremental cost accounting .
- Concentration of influence: Walsh is both Board Chairman and Compensation Committee Chair, which some investors monitor closely for checks/balances (facts: roles as Chair of Board and of Compensation Committee) .
- Related-party transactions and conflicts
- No related-party transactions disclosed for Walsh; company maintains formal related person transaction review policy .
- Section 16(a) compliance: no delinquent filings noted for Walsh; one director (Lindell) had a late filing; none for Walsh .
Director compensation mix (Walsh 2024): Cash $275,000 (≈57%), Stock $166,273 (≈35%), Perqs $39,578 (≈8%), Total $480,851—equity grants are fully vested and not performance-conditioned .