Thomas C. Hutton

About Thomas C. Hutton

Thomas C. Hutton (age 74) has served as a director of Chemed since 1985 and is a management director, currently Vice President since February 1988. He holds a J.D. and Master’s in Public Administration from Cornell University and previously practiced corporate law in New York focused on securities and regulatory matters (1977–1987). He served as a director of Omnicare from May 1983 to May 2001 and is a trustee on three private foundations, including the Chemed Foundation .

Past Roles

Organization	Role	Tenure	Committees/Impact
Chemed Corporation	Vice President	Feb 1988–present	Management director; not independent
Private Practice (NY)	Corporate lawyer (securities & regulatory)	1977–1987	Legal/regulatory expertise
Omnicare, Inc.	Director	May 1983–May 2001	Governance experience

External Roles

Organization	Role	Tenure	Notes
Chemed Foundation	Trustee	Ongoing	Foundation holds 61,491 Chemed shares; trustees share voting/investment power
Various trusts/private foundations	Trustee	Ongoing	Aggregated trustee/family holdings attributable to Hutton total 41,216 shares

Board Governance

Independence: Hutton is a management director (Vice President) and not independent under NYSE standards; independent directors are DeLyons, Grace, Heaney, Mount, Rice, Walsh, Lindell, and McCarthy .
Committees: All three Board committees (Audit, Compensation, Nominating) are composed solely of independent directors; Hutton is not a member of any committee .
Committee leadership: Audit Chair—Patrick P. Grace; Compensation Chair—George J. Walsh III; Nominating Chair—Patrick P. Grace; Audit Committee financial experts include Grace, Rice, and Mount .
Board activity and attendance: The Board held 5 meetings in 2024; all directors attended at least 80% of Board and applicable committee meetings. Hutton did not attend the May 20, 2024 Annual Meeting of Stockholders; he also did not attend the May 15, 2023 Annual Meeting .
Executive sessions: The Board holds executive sessions without management present; presided over by the independent Chairman (George J. Walsh III) .
Risk oversight: Audit Committee oversees ERM, including regulatory compliance, cybersecurity, legal matters, and financial risk exposures; receives reports from CFO, Chief Legal Officer, VITAS Compliance Officer, and Director of Internal Audit .

Fixed Compensation

Employee directors do not receive board cash or equity compensation.

Component	Amount	Notes
Annual board retainer (director)	N/A	Employees do not receive director cash fees
Board meeting fees	N/A	Employees do not receive director meeting fees
Committee membership/chair fees	N/A	Committees limited to independent directors
Annual director equity grant	N/A	Employees do not receive fully vested director stock awards

Performance Compensation

No director-level performance compensation applies to employee directors. Company-wide executive long-term incentives (context for governance alignment):

Metric/Plan	Target/Outcome	Payout/Terms	Applicability
2022 PSUs – Adjusted EPS (3-yr cumulative)	Target $58.72; achieved +10.6%	202.0% payout	Executive program; not director-level
2022 PSUs – Relative TSR (3-yr)	31st percentile	61.0% payout	Executive program; not director-level
Change-in-control vesting	Double trigger required	No automatic vesting solely on change in control	Applies to incentive plans

Clawbacks and hedging:

NYSE-compliant recovery policy for erroneously awarded compensation adopted in 2024; additional misconduct-based clawback for Section 16 officers over prior 3 years .
Anti-hedging policy prohibits officers and directors from directly or indirectly hedging Chemed stock .

Other Directorships & Interlocks

Company	Role	Current/Prior	Committees/Notes
Omnicare, Inc.	Director	Prior (1983–2001)	None disclosed

No current public company directorships or disclosed interlocks. Hutton’s management status at Chemed and trustee roles at foundations are disclosed; no related-party transactions tied to Hutton were reported (the proxy notes a related-party employment involving the CEO’s son, not Hutton) .

Expertise & Qualifications

Legal and regulatory: JD and MPA (Cornell); decade of corporate securities/regulatory practice .
Corporate governance: Long-tenured director at Chemed and prior public company board experience (Omnicare) .
Philanthropy/foundation governance: Trustee across multiple foundations, including Chemed Foundation, reflecting stewardship experience .

Equity Ownership

Holder/Category	Direct & Thrift Plan (shares)	Options Exercisable (shares)	Trusteeships & Family (shares)	Total Beneficial Ownership	Percent of Class
Thomas C. Hutton	37,043	11,345	41,216	89,604	Not shown (<1.0%)
Chemed Foundation (trustee group)	–	–	61,491	61,491	–

Ownership guidelines and alignment:

Ownership guidelines: Vice Presidents must hold 2× base salary; non-employee directors must hold $400,000 (5× $80,000 retainer) in stock (2024). As of Dec 31, 2024, all named executive officers, directors, and other executives met guidelines or are pursuing plans to achieve them within the allowed timeframe .

Governance Assessment

Strengths:
- Committees entirely independent with clear charters and annual self-evaluations; independent Chairman leads executive sessions, enhancing oversight and board independence .
- Robust ERM oversight by Audit Committee with multi-functional reporting; formal clawback and anti-hedging policies enhance pay-for-performance discipline and alignment .
- Majority voting standard for uncontested director elections; proxy access and shareholder engagement evidenced by adoption of an executive cash severance policy following investor feedback .
Risks/RED FLAGS:
- Hutton is not independent and is a management director; while he is not on any committees, his long tenure and management status reduce independent representation in the boardroom composition .
- Attendance: Hutton did not attend the 2024 Annual Meeting (and also did not attend the 2023 Annual Meeting), which is a soft engagement concern despite generally strong meeting attendance (>80%) .
- Trustee roles imply shared voting/investment power over significant foundation holdings; while common for corporate foundations, these relationships should be monitored for any potential related-party considerations (none disclosed as transactions tied to Hutton) .
Overall implication: Hutton brings regulatory/legal and governance experience and meaningful stock alignment (beneficial ownership and trustee positions). However, his non-independent status and missed annual meeting attendance warrant continued monitoring of board engagement and independence balance, mitigated by independent committee structures and policies .