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SERVICE CORP INTERNATIONAL

For the period ended May 7, 2024. Filed Mar 27, 2024.

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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.

May 7, 2024 · Filed Mar 27, 2024

SCI$73.74-2.3%Stored close · as of Nov 6, 2026
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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
CHECK THE APPROPRIATE BOX:
☐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):
☑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)

nSCInS&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 DirectorThomas L. RyanChairman and CEOAlan R. Buckwalter, IIIAnthony L. Coelho
Jakki L. HausslerVictor L. LundEllen OchoaC. Park Shaper
Sara Martinez TuckerW. 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 TimeService Corporation International Conference Center, Heritage I & II 1929 Allen Parkway Houston, Texas 77019March 11, 2024

Voting Matters

PROPOSAL 1PROPOSAL 2PROPOSAL 3
Election of 10 DirectorsRatify 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 16FORPage 38FORPage 40

How to Vote

BY INTERNETBY TELEPHONEBY MAILIN 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 Summary6
Director Nominees6
Director Snapshot7
Corporate Governance Highlights8
Environmental, Social, and Governance (ESG) Overview10
Auditor Selection13
2023 Named Executive Officers’ Compensation14
Pay for Performance Alignment15
Corporate Governance at Service Corporation International16
Proposal 1: Election of Directors16
Director Nominees16
Consideration of Director Nominees26
Director Qualifications, Skills, and Experience27
Director Independence28
Director Compensation28
Director Ownership of SCI Stock29
Board Structure and Operations30
Leadership Structure30
Lead Independent Director31
Board Composition and Meetings32
Executive Sessions32
Board Committees32
Annual Board and Committee Evaluations35
Board Orientation and Education Program35
Board Oversight and Key Responsibilities35
Strategy Oversight35
Risk Oversight36
Environmental, Social, and Governance (ESG) Oversight36
Human Capital Management and Culture Oversight37
Special Meeting of Shareholders37
Shareholder Proxy Access37
Audit Committee Matters38
Proposal 2: Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm38
Report of the Audit Committee38
Audit Fees and All Other Fees39
Executive Compensation40
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation40
Compensation Discussion and Analysis41
Introduction41
Executive Summary41
Pay for Performance and Corporate Strategy41
Performance Summary42
Key Features of Our Compensation Programs44
Consideration of 2023 "Say-on-Pay" Vote44
Compensation Philosophy and Process44
CEO Pay and Performance Alignment45
Total Direct Compensation Pay Components45
Compensation Elements Link to Shareholder Value46
Annual Base Salary47
Annual Performance-Based Incentives Paid in Cash47
Long-Term Incentive Compensation49
Other Compensation51
Further Executive Compensation Practices and Policies52
How We Make Compensation Decisions53
Compensation Committee Report54
Executive Compensation Tables55
Summary Compensation Table55
Grants of Plan-Based Awards57
Outstanding Equity Awards at Fiscal Year End58
Option Exercises and Stock Vested59
Executive Deferred Compensation Plan59
Executive Employment Agreements61
Potential Payments Upon Termination63
CEO Pay Ratio64
Pay Versus Performance64
Certain Transactions67
Voting Securities and Principal Holders68
Other Information70
Information About the Meeting and Voting70
Proxy Solicitation72
Submission of Shareholder Proposals72
Other Business72
Section 16(a) Beneficial Ownership Reporting Compliance72
Annexes73
Annex A: Non-GAAP Financial Measures73
Annex B: Peer Comparator Group74
Annex C: Performance Unit Plan Peer Group75

2024 Proxy Statement 5

ContentsView on SEC.gov

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