Patrick P. Grace

About Patrick P. Grace

Independent director at Chemed Corporation since 1996; age 69. Former W.R. Grace & Co. executive, most recently President & CEO of Grace Logistics overseeing a $5.0B global supply chain; currently President & CEO, Grace Institute Foundation. Earned an MBA in finance from Columbia University. Prior public company board: Tonix Pharmaceuticals (retired 2019).

Past Roles

Organization	Role	Tenure	Committees/Impact
W.R. Grace & Co.	Various executive roles; President & CEO, Grace Logistics	1977–1995	Oversight of $5.0B global supply chain; operations/logistics expertise
Grace Institute	Chairman	1996–2017	Workforce development for women; nonprofit governance
Grace Institute Foundation	President & CEO	Current	Executive leadership of foundation
Apollo Philanthropy Partners, LLC	Co‑founder & Managing Principal	2008–2012	Philanthropy advisory services
MLP Capital, Inc.	President	1996–2017	Investment holding company management
KickStart International	Chairman	2008–2017	Global poverty alleviation; nonprofit leadership
Tonix Pharmaceuticals, Inc.	Director	Retired 2019	Specialty pharma board experience

External Roles

Organization	Role	Tenure	Notes
Grace Institute Foundation	President & CEO	Current	Nonprofit executive leadership

Board Governance

Independence: Board affirmatively determined Patrick P. Grace is independent under NYSE listing standards.
Committee assignments and chair roles: Chair, Audit Committee; Chair, Nominating Committee; designated Audit Committee Financial Expert.
Committee activity: Audit met 7 times; Compensation 3; Nominating 1 (2024).
Board activity: Five scheduled Board meetings per year with executive sessions; all directors attended ≥80% of Board and applicable Committee meetings in 2024.
Annual meeting attendance: All directors except Hutton and Heaney attended May 20, 2024; Grace attended.
Board leadership: Chairman separate from CEO (Chairman: George J. Walsh III).
Majority voting: Uncontested director elections require majority of votes cast; irrevocable resignation letters required if not elected.

Committee	Role	2024 Meetings
Audit	Chair; Financial Expert	7
Nominating	Chair	1

Fixed Compensation

Structure (non‑employee directors): Annual cash retainer $80,000; Board meeting fee $3,000 per meeting; Committee membership fees: Audit $15,000, Compensation $12,000, Nominating $10,000; Committee chair fees: Audit $30,000, Compensation $20,000, Nominating $15,000; Fully vested annual stock award (~$160,273); Director Deferred Compensation Plan (DDCP) credit $6,000; additional meeting fees ($1,000 or $500 if same day as Board).
2024 director grant: Fully vested stock award of 284 shares (May 2024).

Component (2024)	Amount
Fees Earned or Paid in Cash	$147,500
Stock Awards (grant‑date fair value)	$166,273
All Other Compensation	—
Total	$313,773
DDCP Contributions	$6,000
Equity Grant Details	284 shares; May 2024; approx. $160,273 fully vested stock award

Performance Compensation

Directors do not receive performance‑conditioned equity; annual stock awards are fully vested at grant (no PSUs/options for directors).
Company executive long‑term incentive metrics (governance context overseen by Compensation Committee):

Metric	Thresholds/Scale	Payout Mapping
3‑Year Cumulative Total Adjusted EPS (2024–2026)	Min $67.55; Target $72.95; Max $78.67	0% at Min; 100% at Target; 200% at Max
3‑Year Relative TSR vs. Peer Group	<25th percentile Min; 50th Target; >90th Max	0% (<25th); 100% (50th); 200% (>90th); intermediate levels interpolated

Other Directorships & Interlocks

Company	Status	Role	Notes
Tonix Pharmaceuticals, Inc.	Prior	Director	Retired in 2019
Other current public company boards	Not disclosed	—	No current public company directorships disclosed in proxy

Compensation Committee interlocks: None disclosed; independent consultant (Compensation Strategies, Inc.) retained; independence assessed (no conflicts).

Expertise & Qualifications

Financial and audit oversight: Audit Committee Chair; Audit Committee Financial Expert; extensive experience in finance and operations.
Supply chain/operations: Led $5.0B global supply chain at W.R. Grace; logistics leadership.
Education: MBA in finance, Columbia University.
Nonprofit governance: Grace Institute, KickStart International leadership roles.

Equity Ownership

Holder	Direct/Thrift Shares	Options Exercisable (≤60 days)	Trustee/Family Holdings	Total
Patrick P. Grace	3,270	—	—	3,270

Ownership guidelines: Non‑employee directors must hold ≥5× annual retainer ($80,000) = $400,000; guidelines administered by Compensation Committee.
Compliance status: “All named executive officers, directors, and other executives have met their Capital Stock ownership guidelines or are pursuing plans” to achieve within the time frame.
Anti‑hedging: Officers and directors prohibited from hedging Company stock.

Governance Assessment

Strengths: Independent director; dual chair roles (Audit, Nominating) signal deep engagement in financial reporting, risk oversight, and board composition; designated Audit Financial Expert; consistent attendance; majority voting standard; separation of Chair/CEO; anti‑hedging and clawback policies in place.
Alignment: Annual director equity grants (fully vested) and ownership guidelines promote equity alignment; DDCP contributions support long‑term holding.
Potential watch‑items: Very long tenure (director since 1996) may raise independence/refreshment questions; dual committee chairing concentrates oversight responsibilities; Nominating Committee met once in 2024 (monitor robustness of board refreshment and diversity processes).
Conflicts/related‑party exposure: No Grace‑specific related‑party transactions disclosed; Company maintains formal related‑person transaction review policy.
Shareholder sentiment: 2024 Say‑on‑Pay approval at 82.70% indicates generally supportive investor view of compensation governance.

RED FLAGS: None specifically disclosed for Patrick P. Grace (no pledging/hedging; no related‑party transactions). Monitor committee workload concentration and board refreshment given long tenure.