Michael D. Witzeman

About Michael D. Witzeman

Michael D. Witzeman, age 54, is Vice President, Chief Financial Officer, and Controller of Chemed; he was promoted to CFO in January 2024 and has served as Controller since May 2017, Vice President since May 2012, and earlier as Assistant Vice President and Assistant Controller beginning July 2005 . Company performance used for executive pay includes Adjusted EPS and TSR; in 2024 Adjusted EPS was $23.85 and GAAP net income was $301,999k, with comparative pay-versus-performance context disclosed across 2022–2024 . He provides Section 906 certifications and is the principal financial officer signatory on Chemed’s periodic reports and 8-Ks, evidencing his role in financial reporting and controls .

Past Roles

Organization	Role	Years	Strategic Impact
Chemed Corporation	Assistant Vice President & Assistant Controller	2005–2012	Financial reporting responsibilities; signed SEC filings beginning in role as a corporate officer .
Chemed Corporation	Vice President	2012–present	Senior finance leadership; corporate officer first elected May 21, 2012 .
Chemed Corporation	Controller	2017–present	Principal accounting officer; Rule 13a-14/15d-14 certifications and Section 906 certifications on 10-Q/10-K .
Chemed Corporation	Chief Financial Officer	Jan 2024–present	Principal financial officer; Section 906 certifications; oversight of capital allocation and incentive design inputs .

External Roles

No external directorships or outside roles are disclosed in Company filings reviewed .

Fixed Compensation

Metric	2022	2023	2024
Salary ($)	$371,500	$399,833	$516,250
Target Bonus % of Base	—	—	95%
Actual Annual Bonus ($)	$398,450	$536,362	$612,572

Notes:

Base salary was increased 39.4% upon promotion to CFO effective May 1, 2024 . As of December 31, 2024, his base salary used for severance calculations was $570,000 .

Performance Compensation

Annual Non-Equity Incentive Plan (NEIC) structure and 2024 outcomes:

Component	Weighting	2024 Target	2024 Actual	2024 Target Multiplier	Witzeman Payout vs Target
Adjusted EPS	75%	$23.27 (Consolidated)	$23.85 (Consolidated)	118.7%	113.1%
Return on Assets	25%	20.8% (Consolidated)	20.5% (Consolidated)	96.4%	113.1%

Long-Term Incentives (PSUs and Options):

PSU performance scales for 2024–2026 grants: 3-year cumulative Adjusted EPS Target $72.95; Maximum $78.67 (200% payout); Minimum $67.55 (0%); TSR pays 200% at >90th percentile, 100% at 50th, 0% at <25th percentile, interpolated . Relative TSR measured against the designated peer group .
2024 grants to Witzeman: 471 PSUs (two tranches) on 2/16/2024 with grant-date fair values $317,317 and $276,237; 13,395 nonqualified options on 10/22/2024 at $597.70 strike, expiration 10/22/2029, fair value $1,534,366 . Options vest ratably over three years; post-2015 awards have five-year terms .
Historical PSU payouts (company-wide): recent three-year period ending 2023 paid 62.3% on EPS and 93.5% on TSR, with prior cohorts generally above target; the 2022 grant EPS portion paid ~202% and TSR ~61% .

Stock Option/Stock Awards Activity 2024:

Activity	Quantity	Value Realized ($)
Options exercised	11,648	$1,498,545
Stock awards vested	433	$253,950

Equity Ownership & Alignment

Ownership guidelines: CFO required to hold 4× base salary in Company stock; all named executive officers have met guidelines or are on track within allotted timeframe .
Beneficial ownership (12/31/2024): | Category | Shares/Units | |---|---| | Direct & thrift plan shares | 3,784 | | Options exercisable within 60 days | 18,675 | | Total beneficial (SEC definition) | 22,459 |

Outstanding equity awards (12/31/2024):

Award	Exercisable	Unexercisable	Strike	Expiration	Notes
Stock options	8,796	—	$445.35	10/28/2026	—
Stock options	5,699	2,850	$462.04	10/31/2027	Unvested vests 10/31/2025
Stock options	4,180	8,360	$509.46	10/25/2028	Unvested vests 10/25/2025 & 10/25/2026
Stock options	—	13,395	$597.70	10/22/2029	Vests 1/3 annually 2025–2027
Unvested PSUs (2023 cycle)	—	646	n/a	12/31/2024 target	Market value $342,251
Unvested PSUs (2024 cycle)	—	666	n/a	12/31/2025 target	Market value $352,847
Unvested PSUs (2024 cycle)	—	942	n/a	12/31/2026 target	Market value $499,072

Policies:

Clawback: NYSE-compliant “Erroneously Awarded Compensation” recovery adopted in 2024; committee may recover excess performance pay after restatements tied to misconduct .
Anti-hedging: Officers and directors are prohibited from hedging; short-term speculative trading discouraged .

Employment Terms

Coverage:

Witzeman participates in the Senior Executive Severance Policy and the Change in Control Plan; gross-up eligibility under certain tax provisions is limited to participants added prior to August 2018, and amounts shown assume no excise taxes .

Key severance and change-in-control economics (as of 12/31/2024):

Scenario	Cash Severance	Pro-rata Incentive	Benefits/Perqs/Outplacement	Deferred Plan Contributions	Option Acceleration (ITM)	PSU Distribution	Total
Termination without cause	$855,000	$515,795	$20,673	—	—	—	$1,391,468
Death/Disability	—	$515,795	—	—	—	—	$515,795
Change in control (no termination; single-trigger incentive)	—	$515,795	—	—	—	$851,918	$1,367,713
Qualifying termination after change in control (double-trigger)	$2,171,590	$515,795	$160,178	$359,498	$834,344	$851,918	$4,893,323

Non-compete/non-solicit:

Senior Executive Severance Policy: 1-year non-compete and non-solicit required for severance eligibility; general release and nondisclosure covenants apply .

Long-term equity treatment:

Options and PSUs are subject to double-trigger vesting on change in control (require both change in control and qualifying termination) .

Deferred compensation:

Excess Benefit Plan participant with Company contributions; 2024 Company contribution $153,874 and aggregate 2024 earnings $281,933; year-end balance $2,706,171 .

Investment Implications

Strong pay-for-performance alignment: NEIC uses Adjusted EPS (75%) and ROA (25%); Witzeman earned 113% of target in 2024, consistent with consolidated performance slightly above EPS target and near ROA target . The long-term program is performance-heavy with PSUs tied to cumulative EPS and relative TSR, and options vest over three years .
Upcoming vesting may create supply overhang: Unexercisable options are scheduled to vest in 2025–2027 (2,850 on 10/31/2025; 8,360 on 10/25/2025/2026; 13,395 three-year ratable starting 10/22/2025), and PSUs from the 2024 grant target 2025–2026 settlements, potentially increasing insider liquidity windows .
Retention and change-in-control economics: Double-trigger change-in-control payouts equate to 2× salary+bonus plus equity acceleration and benefits; single-trigger incentive payment also applies at closing. This structure promotes retention while limiting automatic equity vesting at change .
Alignment and governance controls: CFO stock ownership guideline is 4× salary, with compliance tracked; anti-hedging and clawback policies mitigate misalignment and misconduct risks .