Spencer S. Lee

About Spencer S. Lee

Spencer S. Lee, age 69, has served as Executive Vice President of Chemed Corporation since May 2000 and is Chairman and Chief Executive Officer of Roto-Rooter Services Company since January 1999; previously Senior Vice President of Roto-Rooter Services Company from May 1997 to January 1999 . Chemed’s consolidated Adjusted EPS was $23.85 in 2024 (vs. $21.21 in 2023 and $19.91 in 2022), and the company-reported shareholder return index for 2024 in the PVP disclosure was 122.41, contextualizing pay-for-performance outcomes that drive Lee’s incentive plan .

Past Roles

Organization	Role	Years	Strategic impact
Chemed Corporation	Executive Vice President	May 2000–present	Senior leadership at parent; oversight across segments
Roto-Rooter Services Company	Chairman & Chief Executive Officer	Jan 1999–present	Leads Chemed’s plumbing/services subsidiary
Roto-Rooter Services Company	Senior Vice President	May 1997–Jan 1999	Senior operating leadership prior to CEO role

External Roles

Organization	Role	Years	Notes
Not disclosed in filings reviewed	—	—	No external public-company directorships disclosed

Fixed Compensation

Multi-year summary of fixed cash and other compensation:

Component	2022 ($)	2023 ($)	2024 ($)
Base Salary	560,783	605,267	635,250
All Other Compensation (perqs, contributions)	513,035	475,237	443,466
Non-Qualified Deferred Compensation Earnings	30,116	33,145	36,811
Total Compensation	3,613,067	3,369,276	2,945,789

2024 All Other Compensation breakdown:

Item	Amount ($)
Company contribution to non-qualified deferred compensation plans	224,997
Personal use of Company aircraft	50,574
Supplemental thrift earnings over 120% federal funds rate	6,796
Term life insurance	31,283
Personal use of Company club memberships	29,404
Company contributions to unfunded supplemental retirement plan	11,965
All other (misc. perqs; each item < $25K or <10% of total)	88,447
Total	443,466

Performance Compensation

Target bonus structure and actual outcomes:

Target annual bonus percentage of base salary: 110% for S.S. Lee .
Metrics: Adjusted EPS (75% weight) and Return on Assets (25% weight) with leveraged multipliers; consolidated and division performance determine payout .

Annual non-equity incentive payouts:

Year	Non-Equity Incentive ($)
2022	788,772
2023	568,611
2024	319,771

2024 Performance metrics and multipliers:

Unit	Metric	Weighting	Actual	Target	% of Target	Target Multiplier
Chemed Consolidated	Adjusted EPS	75%	23.85	23.27	102.5%	118.7%
Chemed Consolidated	Return on Total Assets	25%	20.5%	20.8%	98.6%	96.4%
Roto-Rooter	Adjusted EPS	75%	11.51	13.07	88.1%	40.3%
Roto-Rooter	Return on Total Assets	25%	32.9%	39.2%	83.9%	59.8%

2023 Performance metrics and multipliers:

Unit	Metric	Weighting	Actual	Target	% of Target	Target Multiplier
Chemed Consolidated	Adjusted EPS	75%	21.21	20.81	101.9%	114.4%
Chemed Consolidated	Return on Total Assets	25%	21.6%	20.6%	104.9%	112.1%
Roto-Rooter	Adjusted EPS	75%	12.79	13.79	92.7%	63.7%
Roto-Rooter	Return on Total Assets	25%	38.3%	41.4%	92.5%	81.3%

Equity grants in 2024:

Grant Date	Award Type	Quantity	Exercise/Base Price ($)	Grant-Date Fair Value ($)
2/16/2024	Stock awards (two grants)	371 + 371 units	n.a.	249,946 + 217,588
10/22/2024	Stock options	9,105 options	597.70	1,042,957

“Performance-based” compensation mix in 2024: 62.1% of total for Mr. Lee .

Equity Ownership & Alignment

Beneficial ownership as of 12/31/2024:

Holding type	Shares
Direct & Thrift Plan	18,222
Options exercisable within 60 days	34,001
Total beneficial ownership	52,223

Outstanding equity awards at year-end 2024:

Type	Exercisable (#)	Unexercisable (#)	Exercise Price ($)	Expiration
Stock options	10,018	—	471.74	10/29/2025
Stock options	12,099	—	445.35	10/28/2026
Stock options	8,213	4,107	462.04	10/31/2027
Stock options	3,671	7,344	509.46	10/25/2028
Stock options	—	9,105	597.70	10/22/2029
Stock awards not vested	—	816	n.a.	Market value $432,317
Stock awards not vested	—	804	n.a.	Market value $425,959
Stock awards not vested	—	742	n.a.	Market value $393,112

Vesting schedule (unexercisable options):

4,107-unexercisable tranche vests 10/31/2025 .
7,344-unexercisable tranche vests 50% on 10/25/2025 and 50% on 10/25/2026 .
9,105-unexercisable tranche vests one-third each on 10/22/2025, 10/22/2026, and 10/22/2027 .

Option exercises and stock vested in 2024:

Activity	Shares	Value ($)
Options exercised	22,000	8,469,550
Stock awards vested	480	281,515

Ownership guidelines and policies:

Required stock ownership multiple: 4x base salary for Executive Vice Presidents; all NEOs met or have plans to meet within the allotted timeframe .
Anti-hedging: Officers and directors are prohibited from hedging; clawback policy adopted per NYSE/Dodd-Frank .
Pledging: No specific pledging policy disclosure found; percent-of-class for Mr. Lee not shown (<1%) .

Employment Terms

Senior Executive Severance Policy and Change-in-Control economics for S.S. Lee:

Scenario	Component	Amount ($)
Termination Without Cause	Severance payment (1.5x base salary)	965,250
	Pro-rated annual incentive (3-year avg)	559,051
	Welfare benefit continuation	66,787
	Total	1,591,088
Death or Disability	Pro-rated annual incentive (3-year avg)	559,051
	Total	559,051
Retirement	Pro-rated annual incentive (3-year avg)	559,051
	Total	559,051
Change in Control (no termination)	Annual incentive (3-year avg)	559,051
	Distribution of performance awards	819,071
	Total	1,378,122
Qualifying Termination following/in connection with CIC	Severance payment	2,405,102
	Annual incentive payment (3-year avg)	559,051
	Welfare/perq continuation & outplacement	418,298
	Company contribution to deferred comp plans	512,012
	Accelerated vesting of stock options	1,058,848
	Distribution of performance awards	819,071
	Total	5,772,382

Plan mechanics:

Senior Executive Severance Policy: 1.5x base salary plus pro-rated average incentive; one-year non-compete and non-solicit; potential Section 409A excise-tax gross-up eligibility for participants as of Aug 2018 (assumed not applicable in quantified table) .
Change in Control: Double-trigger required (termination without cause or for good reason) for post-2013 options and PSUs; treatment of equity per plan provisions; PSUs generally forfeit absent death/disability/retirement; vested options exercise windows per termination type .

Deferred compensation status:

Plan	Registrant Contributions (2024) ($)	Aggregate Earnings (2024) ($)	Balance at 12/31/2024 ($)
Roto-Rooter Deferred Compensation Plan	224,997	(87,321)	12,434,603
Supplemental Pension & Life Insurance Plan	11,965	36,811	547,359

Investment Implications

Pay-for-performance alignment with a high at-risk mix: 62.1% of Lee’s 2024 compensation was performance-based, with incentives tied to Adjusted EPS (75%) and ROA (25%), reinforcing operational and capital efficiency focus .
Near-term supply from vesting/expirations: Unexercisable options vest materially in late 2025–2027, and options begin expiring 2025–2029; Lee exercised 22,000 options in 2024 (realized $8.47M), indicating historical monetization of equity—potential selling pressure around vest dates/option maturities .
Strong “skin in the game” with policy safeguards: Beneficial ownership totals 52,223 shares (including options exercisable within 60 days), and EVP ownership guidelines require 4x salary; hedging prohibited and NYSE-compliant clawback policy in place; pledging not disclosed, a point to monitor .
Manageable severance economics with double-trigger protection: Standard 1.5x salary severance, with qualifying CIC payout of $5.77M driven by severance, accelerated options, and PSU distributions; double-trigger design mitigates automatic vesting on change in control .
Deferred comp balance is sizable: Roto-Rooter deferred compensation balance of ~$12.43M offers flexibility; negative earnings in 2024 suggest market-linked investment exposure inside the plan .