🧾 What This Document Is

This is Chemed's Definitive Proxy Statement (DEF 14A) for its 2026 Annual Meeting. Think of it as the "ballot and voter guide" sent to shareholders. It outlines what will be voted on, provides background on director nominees, details executive pay, and explains company policies. The meeting is on May 18, 2026, in Cincinnati.

🏢 What The Company Does

👉 In simple terms, Chemed is a two-business conglomerate. It owns VITAS Healthcare, which provides end-of-life hospice care, and Roto-Rooter, the well-known plumbing and drain cleaning service. It's a unique mix of healthcare and home services.

📅 Key Dates & Voting Logistics

Your vote matters! Here’s the quick info:

• Record Date: You must have been a shareholder by March 23, 2026 to vote.
• How to Vote: By mail (received by May 17), by phone (by 11:59 p.m. ET on May 17), online (by 11:59 p.m. ET on May 17), or in person at the meeting.
• Vote Help: Contact the proxy solicitor, Innisfree M&A Incorporated.
  • Stockholders Toll-Free: (877) 800-5194
  • Banks and Brokers: (212) 750-5833

👥 Proposal 1: Meet The Director Nominees

Shareholders will vote to elect nine directors. The Board recommends voting FOR all of them. Here are a few highlights:

• Kevin J. McNamara (Age 72): The CEO, with the company since 1987.
• Andrea R. Lindell (Age 82): A nursing and healthcare academic, Dean Emeritus at Walden University.
• Eileen P. McCarthy (Age 59): General Counsel of JetBlue, bringing legal and corporate governance expertise.
• George J. Walsh III (Age 80): Chairman of the Board, retired partner from law firm Thompson Hine. 👉 Why it matters: The board's mix of legal, healthcare, operational, and financial experience is designed to provide strong oversight for the company's dual businesses.

💰 Executive Compensation: How The Bosses Get Paid

This is the core of the filing—a deep dive into pay for top executives like CEO Kevin McNamara. The program is designed to reward company performance.

• Pay Mix: About 73% of the CEO's total compensation is "performance-based" (annual cash bonus and long-term stock awards).
• Annual Cash Bonus: Based 75% on Adjusted EPS (earnings per share) and 25% on Return on Assets. Hitting targets pays 100% of the bonus; exceeding them pays more.
• Long-Term Incentives: Mostly stock options and Performance Share Units (PSUs). PSUs pay out based on the company's Total Shareholder Return (TSR) compared to a peer group over three years.
• Peer Group: Includes companies like AMN Healthcare, Encompass Health, and Rollins, Inc. for benchmarking pay and performance. 👉 Why it matters: Executive pay is directly tied to hitting financial targets and beating competitors, aiming to align the bosses' interests with yours as a shareholder.

📊 2025 Performance & Pay Outcomes

Here’s how the company did in 2025, which directly impacted bonuses:

• Adjusted EPS Performance: The payout was 116.67% of target for this component, meaning they beat the goal.
• Return on Assets Performance: The payout was 78.57% of target, meaning they missed this goal.
• Net Result: The combined payout percentage for the annual cash bonus was 107.14% of the target amount. 👉 What this signals: The company was more profitable per share (EPS) than planned but less efficient with its asset base (ROA) than targeted.

⚖️ Governance & Key Policies

The filing outlines the rules of the road for the company's management and board.

• Majority Voting: Directors must get more "FOR" votes than "AGAINST" votes to be elected. If they fail, they must submit a resignation.
• Clawback Policy: The company can "claw back" (take back) incentive pay from executives if there's a financial restatement due to misconduct.
• Anti-Hedging Policy: Executives and directors are prohibited from hedging company stock (e.g., using derivatives to bet against it).
• Risk Oversight: The Board's Audit Committee reviews major risks like cybersecurity, AI, and regulatory changes.

🔮 What's Next & The Big Picture

The meeting will also cover routine business, but the key takeaways are:

• 👍 Strengths: Strong alignment of pay with performance, a diverse and experienced board, clear policies against excessive risk-taking, and a dominant position in the plumbing services market (Roto-Rooter).
• ⚠️ Risks: The company's performance is heavily tied to two specific sectors (healthcare and home services), which face regulatory, labor, and economic pressures. Executive compensation is complex and requires hitting specific financial hurdles.

🧠 The Analogy

Reading this proxy is like getting the playbook and scorecard for a professional sports team. The playbook (governance policies) explains the rules and strategies. The scorecard (compensation tables) shows how well the coaches (executives) performed against their goals (financial targets) last season, and what their contract says they'll earn if they win again.

🧩 Final Takeaway

Chemed is asking shareholders to approve its leadership team and their pay-for-performance system. The company delivered solid earnings growth in 2025, but missed on its asset efficiency target. Your vote is a chance to endorse the current board and strategy.