CHEMED CORP
For the period ended Dec 31, 2025. Filed Apr 6, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 6, 2026
Contents
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE
In accordance with the SEC’s disclosure requirements regarding pay versus performance (“PVP”) this section presents the SEC defined Compensation Actually Paid (“CAP”). We are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three years. In determining the CAP to our NEO’s, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table. Note that for our NEO’s, other than our principal executive officer, compensation is reported as an average. Compensation decisions made by the Company are made independently of this disclosure requirement. CAP is a supplemental disclosure to be viewed alongside performance measures as an addition to the strategy of compensation discussed in the Compensation Discussion and Analysis included earlier in this proxy statement.
| Average Summary · Average | ||||||||
|---|---|---|---|---|---|---|---|---|
| Summary · Compensation · Compensation · Compensation · Peer Group | ||||||||
| Compensation · Actually · Table Total · Actually Paid · Total · Total · Net | ||||||||
| Table for · Paid to · For Non-PEO · Non-PEO · Shareholder · Shareholder · Income · Adjusted | ||||||||
| PEO | PEO | NEOs | NEOs | Return | Return | (000) | EPS | |
| Year | ($) | ($)(1) | ($)(1) | ($)(2) | ($) | ($)(3) | ($)(a) | ($)(b)(4) |
| 2025 | 12,904,720 | 4,075,434 | 3,385,471 | 1,872,406 | 81.68 | 182.29 | 265,238 | 22.61 |
| 2024 | 12,769,564 | 6,002,636 | 3,551,842 | 1,385,989 | 122.41 | 190.22 | 301,999 | 23.85 |
| 2023 | 12,625,106 | 19,202,131 | 3,681,708 | 5,745,392 | 134.68 | 151.02 | 272,509 | 21.21 |
| 2022 | 11,609,033 | 10,125,511 | 3,852,849 | 3,590,451 | 117.23 | 126.17 | 249,624 | 19.91 |
| 2021 | 11,659,622 | 13,278,416 | 3,807,705 | 4,473,652 | 121.14 | 128.47 | 268,550 | 20.25 |
(a)U.S. GAAP, as reported.
(b)Adjusted Earnings Per Shares as used to calculated key executive incentive compensation, as shown on page 19.
(1)The PEO and the Non-PEO NEO’s for each year are as follows:
| Named Executive Officers | Years Included |
|---|---|
| Kevin J. McNamara (PEO) | 2021-2025 |
| Michael D. Witzeman | 2021-2025 |
| Nicholas M. Westfall | 2021-2025 |
| Spencer S. Lee | 2021-2025 |
| Joel L. Wherley | 2025 |
| Brian C. Judkins | 2024-2025 |
| David P. Williams | 2021-2023 |
(2)Below are the reconciliations of the compensation values reported in the Summary Compensation Table to the Pay vs. Performance Table for the PEO and the Non-PEO NEOs:
| PEO | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 |
|---|---|---|---|---|---|
| Summary Compensation Table Total | $11,659,622 | $11,609,033 | $12,625,106 | $12,769,564 | $12,904,720 |
| Aggregate change in the actuarial present value of pension | (39,857) | (31,266) | (25,165) | (14,969) | (30,181) |
| Actuarially determined service costs of pension | 26,356 | 26,356 | 26,356 | 26,356 | 26,356 |
| Values reported in the stock awards column on | |||||
| Summary Compensation Table | (1,893,990) | (2,135,216) | (2,511,638) | (2,375,477) | (2,883,553) |
| Values reported in the stock options column on | |||||
| Summary Compensation Table | (3,566,649) | (3,744,820) | (4,200,094) | (4,619,937) | (5,036,021) |
| Year-end fair value for stock awards granted in covered fiscal year | |||||
| (outstanding and unvested) | 2,987,111 | 2,510,610 | 3,221,154 | 2,315,424 | 678,638 |
| Year-end fair value for stock options granted in covered fiscal year | |||||
| (outstanding and unvested) | 4,986,266 | 4,944,102 | 5,933,790 | 3,143,815 | 4,524,779 |
| Prior year stock awards fair value (CY vs. PY change only) | (1,042,355) | (1,545,245) | 1,317,900 | (1,496,915) | (3,288,531) |
| Prior year stock options fair value (CY vs. PY change only) | 161,912 | (1,508,043) | 2,814,722 | (3,745,225) | (2,820,773) |
| Total adjustments | 1,618,794 | (1,483,522) | 6,577,025 | (6,766,928) | (8,829,286) |
| Total Compensation Actually Paid | $13,278,416 | $10,125,511 | $19,202,131 | $6,002,636 | $4,075,434 |
| NEO | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 |
|---|---|---|---|---|---|
| Summary Compensation Table Total | $3,807,705 | $3,852,849 | $3,681,708 | $3,551,842 | $3,385,471 |
| Aggregate change in the actuarial present value of pension | (9,130) | (7,162) | (5,765) | (1,699) | (2,740) |
| Actuarially determined service costs of pension | 6,038 | 6,038 | 6,038 | 2,991 | 2,393 |
| Values reported in the stock awards column on | |||||
| Summary Compensation Table | (479,222) | (545,942) | (592,308) | (535,270) | (438,469) |
| Values reported in the stock options column on | |||||
| Summary Compensation Table | (1,347,630) | (1,409,987) | (1,055,725) | (1,420,707) | (1,111,337) |
| Year-end fair value for stock awards granted in covered fiscal year | |||||
| (outstanding and unvested) | 755,806 | 641,924 | 759,630 | 521,738 | 97,205 |
| Year-end fair value for stock options granted in covered fiscal year | |||||
| (outstanding and unvested) | 1,884,025 | 1,861,536 | 1,491,502 | 966,775 | 998,518 |
| Prior year stock awards fair value (CY vs. PY change only) | (189,503) | (391,251) | 336,753 | (547,263) | (760,263) |
| Prior year stock options fair value (CY vs. PY change only) | 45,563 | (417,554) | 1,123,559 | (1,152,418) | (298,372) |
| Total adjustments | 665,947 | (262,398) | 2,063,684 | (2,165,853) | (1,513,065) |
| Total Compensation Actually Paid | $4,473,652 | $3,590,451 | $5,745,392 | $1,385,989 | $1,872,406 |
(3)The new Peer Group, adopted in early 2025, is as follows (with certain removals of peers due to certain mergers and other transactions pursuant to which former peers are no longer independently or publicly traded):
| ABM Industries, Inc. | Option Care Health, Inc. |
|---|---|
| Acadia Healthcare Co., Inc. | Pediatrix Medical Group |
| Addus Homecare Corp. | (formerly MEDNAX, INC.) |
| AMN Healthcare Services, Inc. | RadNet, Inc. |
| Brookdale Senior Living, Inc. | Rollins, Inc. |
| Clean Harbors, Inc. | Select Medical Holdings Corp. |
| Comfort Systems USA, Inc. | Surgery Partners, Inc. |
| Encompass Health Corp. | Team, Inc. |
| Healthcare Services Group, Inc. | Tetra Tech, Inc. |
| National Healthcare Corp. | The Ensign Group, Inc. |
(4)The Company selected measure is Adjusted Earnings Per Share, which is described below.
The following are the financial measures which in our assessment represent the most important financial performance measures we use to link compensation actually paid to our named executive officers for 2025 to company performance:
| Measure | Explanation |
|---|---|
| Adjusted Earnings Per Share | A non-GAAP measure that consists of diluted net income per share that is then adjusted to eliminate the effect of certain items that the Compensation Committee determines in its discretion should be excluded for compensation purposes. |
| Total Stockholder Return | A measure of financial performance, indicating the total amount a stockholder earns from an investment in the Company. Based on the change in stock price over a given period of time, and assuming the reinvestment of dividends. |
| Return on Assets | A financial ratio that indicates how profitable the Company is in relation to its total assets. |
RELATIONSHIP BETWEEN PAY AND PERFORMANCE
Below is a graph showing the relationship of Compensation Actually Paid to our Chief Executive Officer and other named excecutive officers in 2021, 2022, 2023, 2024 and 2025 to the TSR of Chemed Corporation, the S&P 500 and the Dow Jones Diversified Industrials. Compensation Actually Paid as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuations assumptions and projected performance modifers but does not reflect actual amounts paid for those awards.
TRAN
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.