George J. Walsh III

About 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 .