SERVICE CORP INTERNATIONAL
For the period ended May 7, 2024. Filed Mar 27, 2024.
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May 7, 2024 · Filed Mar 27, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): | |
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| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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2023: Delivering Shareholder Value
OPERATIONAL HIGHLIGHTS
Revenue (in millions)
Gross Profit %
Preneed Sales Production (in millions)
INVESTED CAPITAL AND LIQUIDITY
Growth Investments (in millions)
Value Returned to Shareholders (in millions)
Total Liquidity (in millions)
(1)Growth capital includes growth capital expenditures/construction of new facilities and real estate acquisitions
TOTAL SHAREHOLDER RETURN (TSR) COMPARED TO S&P 500(2)
| n | SCI | n | S&P 500 |
|---|
10-Year TotalShareholder Return+347%2013-2023
(2)As of December 31, 2023 and includes the reinvestment of dividends | Source: S&P Capital IQ
PERFORMANCE MEASURES
Earnings Per Share (EPS)
Operating Cash Flow (OPCF) (in millions)
GAAP - Generally Accepted Accounting Principles in the United States
Adjusted Earnings Per Share and Adjusted Operating Cash Flow are non-GAAP financial measures. Please see Annex A in this Proxy Statement for disclosures and reconciliations to the appropriate GAAP measure.
2024 Proxy Statement 1
Tom Ryan's Letter to Shareholders
Dear Shareholders,
As we look forward to the 2024 Annual Meeting and reflect back on fiscal year 2023, we are excited to continue to build on the lessons learned and new technology deployed during the pandemic, while focusing on our long-term strategy to grow revenue, leverage scale, and allocate capital for optimal returns. In 2023, we followed this strategy and delivered strong financial performance, while maintaining high customer satisfaction scores.
Financial Performance
For the full year, we reported adjusted earnings per share of $3.47, which represents 16% growth on a compounded annual basis since a pre-pandemic 2019 despite navigating a higher interest rate environment. Notably, the number of comparable funeral services performed and the comparable cemetery preneed sales production grew at a compounded annual growth rate of 3% and 10%, respectively, over a pre-pandemic 2019. These operating achievements combined with lower cash taxes enabled us to grow adjusted operating cash flow to $882 million.
These positive results allowed us to continue to invest capital back into our existing businesses through the development of contemporary, high quality cemetery inventory for both the burial and cremation consumer. We also continued to facilitate organic growth with investments into remodeled, refreshed, and modernized facilities. Additionally, we invested $167 million on acquisitions and new construction in high growth markets. Finally, we returned $713 million of capital to you through dividends, and when it made fiscal sense, we repurchased shares. We have maintained a disciplined approach to our balance sheet, debt maturity profile, and liquidity to provide the financial flexibility needed to capitalize on opportunities when presented and to invest capital with the highest relative return. Our strategy has rewarded you, our shareholders, with total shareholder returns over the last 10 years of nearly 350%, significantly outperforming the return of the S&P 500 as well as other market indices.
Customer and Associate Priority
In 2024, we will continue to focus on organic revenue growth generated by exceptional customer quality and value through uplifting experiences and personalization as well as a more unique and differentiated cremation experience. As the largest provider of funeral and cemetery services in North America, we are able to leverage our unparalleled scale to drive efficiency and sustained cost savings through investment in digital technologies that offer our client families a more convenient, streamlined and effective buying experience and our associates a more efficient and satisfying service experience. In addition, the scale of our approximately $15 billion preneed backlog allows us to grow future revenue in a stable and efficient manner.
Our success would not be possible without the 25,000 associates that make SCI the great company it is. Their commitment to the families and communities we serve is what sets us apart and helps drive our company’s culture. We are committed to providing a supportive environment in which our associates can thrive through competitive wages, a robust benefits package, career advancement opportunities, and training and development tools.
Conclusion
As a people-oriented business, we will continue to prioritize our client families, associates and communities, utilize our resources responsibly, and maintain our high governance standards all while enhancing shareholder value.
Thank you for your continued support of SCI. As we embark on this exciting journey ahead, I am confident that together, we will make the most of every opportunity to elevate our Company's performance and deliver sustained growth, enriching the value we provide to our shareholders.
"Our strategy has rewarded you, our shareholders, with total shareholder returns over the last 10 years of nearly 350%, significantly outperforming the return of the S&P 500 as well as other market indices."
2 Service Corporation International
Message From Our Board of Directors
We invite you, our shareholders, to the Service Corporation International 2024 Annual Shareholder Meeting on Tuesday, May 7, 2024 at 9:00 a.m. Central Time, at the Company's Headquarters in Houston, TX.
Shareholders and other interested parties may communicate with any of the independent Directors, including Committee Chairs and the Lead Independent Director, by using the following address:
Lead Independent Director c/o Office of Corporate Secretary
1929 Allen Parkway
Houston, TX 77019
Email: leaddirector@sci-us.com
Thank you for the trust you place in us and for your continued investment in Service Corporation International.
Sincerely,
| Marcus A. WattsLead Independent Director | Thomas L. RyanChairman and CEO | Alan R. Buckwalter, III | Anthony L. Coelho |
|---|---|---|---|
| Jakki L. Haussler | Victor L. Lund | Ellen Ochoa | C. Park Shaper |
| Sara Martinez Tucker | W. Blair Waltrip | ||
2024 Proxy Statement 3
2024 Annual Meeting of Shareholders
| DATE AND TIME: | PLACE: | RECORD DATE: |
|---|---|---|
| Tuesday, May 7, 2024 at 9:00 a.m. Central Time | Service Corporation International Conference Center, Heritage I & II 1929 Allen Parkway Houston, Texas 77019 | March 11, 2024 |
Voting Matters
| PROPOSAL 1 | PROPOSAL 2 | PROPOSAL 3 | ||
|---|---|---|---|---|
| Election of 10 Directors | Ratify the Selection of Pricewaterhouse Coopers LLP, Our Independent Registered Public Accounting Firm | "Say-on-Pay" Advisory Vote to Approve Named Executive Officer Compensation | ||
| FOR EACH DIRECTOR NOMINEEPage 16 | FORPage 38 | FORPage 40 |
How to Vote
| BY INTERNET | BY TELEPHONE | BY MAIL | IN PERSON |
|---|---|---|---|
| Vote your shares at www.proxyvote.com. | Call toll-free number 1-800-690-6903. | Sign, date, and return the enclosed proxy card or voting instruction form. | To attend the meeting in person, you will need proof of your share ownership and valid picture I.D. |
Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDERS MEETING TO BE HELD MAY 7, 2024:For 2024, there is an annual meeting website to provide easy access to our annual meeting materials. At the annual meeting website, you can find an overview of the items for voting, our Proxy Statement and annual report for viewing online or for downloading, and a link to vote your shares. This Proxy Statement, the Notice of Annual Meeting of Shareholders, and the enclosed proxy card are first mailed to shareholders beginning on or about March 27, 2024 and are available at the annual meeting website at: www.sciannualmeeting.com.
4 Service Corporation International
Table of Contents
| Proxy Statement Summary | 6 |
|---|---|
| Director Nominees | 6 |
| Director Snapshot | 7 |
| Corporate Governance Highlights | 8 |
| Environmental, Social, and Governance (ESG) Overview | 10 |
| Auditor Selection | 13 |
| 2023 Named Executive Officers’ Compensation | 14 |
| Pay for Performance Alignment | 15 |
| Corporate Governance at Service Corporation International | 16 |
| Proposal 1: Election of Directors | 16 |
| Director Nominees | 16 |
| Consideration of Director Nominees | 26 |
| Director Qualifications, Skills, and Experience | 27 |
| Director Independence | 28 |
| Director Compensation | 28 |
| Director Ownership of SCI Stock | 29 |
| Board Structure and Operations | 30 |
| Leadership Structure | 30 |
| Lead Independent Director | 31 |
| Board Composition and Meetings | 32 |
| Executive Sessions | 32 |
| Board Committees | 32 |
| Annual Board and Committee Evaluations | 35 |
| Board Orientation and Education Program | 35 |
| Board Oversight and Key Responsibilities | 35 |
| Strategy Oversight | 35 |
| Risk Oversight | 36 |
| Environmental, Social, and Governance (ESG) Oversight | 36 |
| Human Capital Management and Culture Oversight | 37 |
| Special Meeting of Shareholders | 37 |
| Shareholder Proxy Access | 37 |
| Audit Committee Matters | 38 |
| Proposal 2: Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm | 38 |
| Report of the Audit Committee | 38 |
| Audit Fees and All Other Fees | 39 |
| Executive Compensation | 40 |
|---|---|
| Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation | 40 |
| Compensation Discussion and Analysis | 41 |
| Introduction | 41 |
| Executive Summary | 41 |
| Pay for Performance and Corporate Strategy | 41 |
| Performance Summary | 42 |
| Key Features of Our Compensation Programs | 44 |
| Consideration of 2023 "Say-on-Pay" Vote | 44 |
| Compensation Philosophy and Process | 44 |
| CEO Pay and Performance Alignment | 45 |
| Total Direct Compensation Pay Components | 45 |
| Compensation Elements Link to Shareholder Value | 46 |
| Annual Base Salary | 47 |
| Annual Performance-Based Incentives Paid in Cash | 47 |
| Long-Term Incentive Compensation | 49 |
| Other Compensation | 51 |
| Further Executive Compensation Practices and Policies | 52 |
| How We Make Compensation Decisions | 53 |
| Compensation Committee Report | 54 |
| Executive Compensation Tables | 55 |
| Summary Compensation Table | 55 |
| Grants of Plan-Based Awards | 57 |
| Outstanding Equity Awards at Fiscal Year End | 58 |
| Option Exercises and Stock Vested | 59 |
| Executive Deferred Compensation Plan | 59 |
| Executive Employment Agreements | 61 |
| Potential Payments Upon Termination | 63 |
| CEO Pay Ratio | 64 |
| Pay Versus Performance | 64 |
| Certain Transactions | 67 |
| Voting Securities and Principal Holders | 68 |
| Other Information | 70 |
| Information About the Meeting and Voting | 70 |
| Proxy Solicitation | 72 |
| Submission of Shareholder Proposals | 72 |
| Other Business | 72 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 72 |
| Annexes | 73 |
| Annex A: Non-GAAP Financial Measures | 73 |
| Annex B: Peer Comparator Group | 74 |
| Annex C: Performance Unit Plan Peer Group | 75 |
2024 Proxy Statement 5
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.