Nicholas M. Westfall

About Nicholas M. Westfall

Nicholas M. Westfall (age 46) is Executive Vice President of Chemed Corporation and Chief Executive Officer of VITAS Healthcare, roles he has held since June 2016; prior roles include COO of VITAS (2015–2016), SVP of VITAS (2012–2015), and Director of IT & Operations at Chemed (2009–2012) . Chemed’s annual incentives for executives, including Westfall, are tied to Adjusted EPS (75% weight) and Return on Assets (25%); in 2024 VITAS exceeded both targets (EPS 119.5% of target; ROA 106.0%), driving a 178.8% of target cash bonus for Westfall; Chemed consolidated Adjusted EPS was modestly above target (102.5%) . Long-term incentives are PSUs based on three‑year cumulative Adjusted EPS and relative TSR against a defined peer group, plus stock options vesting over three years; the PSU scale targets 100% payout at $72.95 of cumulative Adjusted EPS for 2024–2026, 200% at $78.67, and 0% at $67.55, with TSR paying from 0–200% based on percentile rank .

Past Roles

Organization	Role	Years	Strategic Impact
Chemed	Director of IT & Operations	2009–2012	Led IT/operations before moving into VITAS operating roles
VITAS Healthcare	Senior Vice President	2012–2015	Senior leadership over hospice operations
VITAS Healthcare	Chief Operating Officer	2015–2016	Oversaw operating performance; precursor to CEO role
Chemed / VITAS	EVP, Chemed; CEO, VITAS	2016–Present	Division CEO accountability for VITAS performance; enterprise EVP

External Roles

No external directorships or outside roles disclosed in the 2024–2025 filings .

Fixed Compensation

Metric (USD)	2022	2023	2024
Base Salary	$598,333	$636,525	$667,125
Target Bonus % of Salary	—	110%	115%
Actual Annual Non‑Equity Incentive (Bonus)	$1,039,819	$1,461,300	$1,393,714
All Other Compensation	$407,577	$404,333	$484,195
Total Compensation	$4,200,170	$4,709,954	$5,139,747

Performance Compensation

Annual NEIC Structure and 2024 Outcome (VITAS and Consolidated)

Metric	Weight	Target	Actual	% of Target	Multiplier	Implication
Adjusted EPS (VITAS)	75%	$12.37	$14.78	119.5%	200.0%	Maxed EPS component given >14% above target
Return on Assets (VITAS)	25%	25.0%	26.5%	106.0%	115.0%	Above target ROA
Blended (VITAS)	100%	—	—	—	—	0.75×200% + 0.25×115% = 178.8% payout, matching Westfall’s 2024 bonus as % of target
Adjusted EPS (Chemed Consolidated)	75%	$23.27	$23.85	102.5%	118.7%	Company-wide result
ROA (Chemed Consolidated)	25%	20.8%	20.5%	98.6%	96.4%	Company-wide result

Long‑Term Incentives (PSUs) – 2024 Grant Structure

Metric	Weighting	Payout Scale	Target	Maximum	Minimum	Vesting/Notes
3‑Year Cumulative Adjusted EPS (2024–2026)	50% (program-wide)	0–200%	$72.95	$78.67 (200%)	$67.55 (0%)	Pays after 3‑yr period; dividend equivalents only if earned; performance measured at Chemed level
3‑Year Relative TSR vs Peer Group	50% (program-wide)	0–200%	50th percentile (100%)	>90th (200%)	<25th (0%)	Peer group defined; double‑trigger vesting upon CIC

Equity Grants and Vesting (Recent)

Grant Date	Instrument	Quantity	Exercise/Strike	Expiration	Grant‑Date Fair Value	Vesting Terms
2/16/2024	Stock awards (PSUs)	533	n/a	n/a	$359,087	PSU program; 3‑yr performance vesting
2/16/2024	Stock awards (PSUs)	533	n/a	n/a	$312,599	PSU program; 3‑yr performance vesting
10/22/2024	Stock Options	16,788	$597.70	10/22/2029	$1,923,027	1/3 vest on 10/22/2025, 10/22/2026, 10/22/2027
10/25/2023	Stock Options	14,406	$509.46	10/25/2028	$1,602,568	Half vests 10/25/2025; remainder 10/25/2026
10/31/2022	Stock Options	14,934	$462.04	10/31/2027	$1,563,378	Unvested awards vest fully 10/31/2025

Executed 2024 option exercises and PSU vesting: 15,333 options exercised (value realized $1,757,928) and 785 shares vested from stock awards (value $460,395) .

Equity Ownership & Alignment

As of	Direct/Thrift Shares	Options Exercisable (within 60 days)	Total Beneficial Ownership	Percent of Class	Notes
12/31/2023	7,676	31,065	38,741	— (<1%)	—
12/31/2024	6,109	30,890	36,999	— (<1%)	—

Stock ownership guidelines: EVPs must hold 4× base salary in stock; the company states all NEOs have met guidelines or are on track within the allowed timeframe .
Anti‑hedging: Officers and directors are prohibited from directly or indirectly hedging company stock .
Pledging: No pledging policy disclosure was found; filings are silent on pledging by executives .

Employment Terms

Scenario (as of 12/31/2024)	Cash Severance	Pro‑Rated Annual Incentive	Welfare/Perqs/Outplacement	Retirement/DC Plan Contributions	Equity Acceleration/Distribution	Total Estimated
Termination Without Cause (Senior Executive Severance Policy)	$1,017,000 (1.5× base salary)	$1,298,278 (3‑yr avg)	$27,230 (1 yr benefits)	—	—	$2,342,508
Change in Control with No Termination (single‑trigger)	—	$1,298,278	—	—	$1,123,176 (PSU distribution at target)	$2,421,454
Qualifying Termination after CIC (double‑trigger)	$3,952,556 (2× highest base+3‑yr avg bonus)	$1,298,278	$293,850 (2 yrs benefits/perqs/outplacement)	$728,788 (2 yrs DC contributions)	$1,304,946 (option acceleration) + $1,123,176 (PSU distribution)	$8,701,594

Structure highlights:
- Senior Executive Severance Policy (non‑CIC): 1.5× salary + pro‑rated 3‑yr avg bonus; 1 year of welfare benefits; subject to release and 1‑year non‑compete/non‑solicit .
- Change in Control Plan: Double‑trigger vesting and severance; also a single‑trigger cash payment equal to 3‑yr average bonus upon CIC; limited legacy tax gross‑up eligibility remains, but no 280G gross‑ups shown for current NEOs .

Performance & Track Record

Operating performance alignment: VITAS (Westfall‑led) exceeded 2024 Adjusted EPS and ROA targets (EPS 119.5% of target; ROA 106.0%), producing a 178.8% of target annual incentive payout for Westfall; Chemed consolidated EPS was slightly above target (102.5%) .
Realized equity: In 2024 Westfall exercised 15,333 options ($1.76M value realized) and had 785 shares vest from stock awards ($460k), indicating meaningful equity monetization during the year .

Compensation Committee & Governance

Pay mix: Performance‑based compensation represented ~77.6% of Westfall’s 2024 total compensation (non‑equity incentive, options, and PSUs), emphasizing at‑risk pay .
Clawbacks and protections: NYSE‑compliant clawback policy and an additional misconduct‑based recoupment policy; double‑trigger for equity upon CIC; no re‑pricing of options .
Say‑on‑Pay: 2024 support was 82.70%, and the Board cites continued investor engagement; compensation consultant (Compensation Strategies, Inc.) retained by and reporting solely to the Compensation Committee .

Compensation Structure Analysis

Shift toward performance equity: Since 2013, time‑based restricted stock for executives has been replaced with PSUs tied to 3‑yr Adjusted EPS and relative TSR, alongside annual option grants (5‑year term; 3‑yr ratable vesting) to maintain strong performance linkage .
Annual plan leverage: NEIC uses highly leveraged multipliers (0–200%) around targets, leading to outsized payouts when division performance (VITAS) substantially exceeds goals, as in 2024 .
Governance safeguards: Anti‑hedging, double‑trigger CIC, and clawback policies mitigate risk of misalignment or excessive risk‑taking .

Say‑on‑Pay & Shareholder Feedback

2024 advisory vote approved at 82.70% in favor; Compensation Committee maintained the program emphasizing Adjusted EPS, ROA, 3‑yr cumulative EPS, and relative TSR metrics; a refreshed peer group was adopted in early 2025 for TSR benchmarking .

Equity Ownership & Alignment Policies

Ownership guidelines of 4× salary for EVPs; company reports compliance or plans to achieve within the permitted timeframe for all NEOs; anti‑hedging policy in place; no specific disclosures on pledging .

Investment Implications

Strong pay‑for‑performance alignment at VITAS: Westfall’s 2024 payout precisely reflects divisional over‑delivery (max EPS component), indicating incentives that scale with value creation in hospice (a key Chemed growth engine) .
Near‑term selling pressure watch: Significant 2024 option exercise and ongoing annual option grants with 5‑year terms create predictable windows for potential insider selling; monitor Form 4s around vesting/expiry dates (notably October cliffs) .
Retention/CIC risk managed but material: Double‑trigger CIC benefits total ~$8.7M for Westfall with accelerated equity, reducing departure friction but representing non‑trivial transaction costs for shareholders; single‑trigger CIC bonus adds incremental cost .
Governance stance is shareholder‑friendly: No option repricing, robust clawbacks, anti‑hedging, double‑trigger CIC, and high at‑risk mix collectively lower governance red flags; say‑on‑pay support is solid at 82.7% .