CARRIAGE SERVICES INC
For the period ended May 13, 2025. Filed Mar 28, 2025.
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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 13, 2025 · Filed Mar 28, 2025
Contents
Compensation Evaluation Process
Compensation designed for our executive officers consists of:
| | Pay Element | | | | Description | | | | Purpose | |
|---|---|---|---|---|---|---|---|---|---|---|
| | Base Salary | | | | Fixed compensation, subject to annual review and change due to responsibility, performance, and strategic performance. | | | | Provide competitive base pay to hire and retain key talent. Reflect roles, responsibilities, experience and performance. | |
| | Short-Term Incentives | | | | Annual cash performance payment. For all NEOs, this award is based entirely on financial metrics approved by the Compensation Committee. | | | | Provide market competitive cash incentive opportunities that will motivate our executives to achieve and exceed annual financial goals. Align management and shareholder interests by linking pay and performance. | |
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| | Long-Term Incentives | | | | Restricted Stock: | | | | Time-based awards vesting over a minimum of three years. | | | | Provide market competitive equity award opportunities that will align executive interests with our shareholders and support the retention of key talent. | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Performance Shares: | | | | The number of performance shares earned by an executive officer, if any, is based on performance over a multi-year period against specific financial and performance goals. | | | | Encourage retention of executives who enhance our ability to create long-term shareholder value. Motivate executives to deliver long-term sustained growth and strong total shareholder return. | | ||||
| | Retirement and Other Benefits | | | | Group health and welfare benefit programs and tax-qualified retirement plans, along with a deferred compensation plan. NEOs may be reimbursed for executive physicals and fitness club dues. | | | | Provide for current and future needs of the executives and their families. Enhance recruitment and retention. | |
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| | Post-Termination Compensation | | | | Our NEOs are party to employment agreements whereby they may be entitled to certain payments upon termination as more fully described herein. | | | | Enhance retention and attraction of management by providing employment protection. | |
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We regularly review how our levels of compensation align with performance and how our mix of pay (base salary versus annual cash incentives and long-term incentives) will allow us to attract and retain executive level leaders, while motivating these leaders to execute upon both annual and long-term goals.
Employment Agreements
All of our NEOs who are currently employed by the Company, have employment agreements with the Company (the “Agreements”). Each of these Agreements are for an initial term through December 31, 2026. These Agreements obligate the Company to make certain payments and provide certain benefits to the Company’s executive officers upon a qualifying termination of employment as defined within the Agreements. Pursuant to the Agreements, the executive officers agreed to certain non-competition provisions and other restrictive covenants during the term of his or her employment and for a period of time thereafter. The Agreements supersede any prior agreements entered into by the Company and any of the executive officers. The Agreements for all of the executive officers are identical, except as noted herein.
The Agreements establish, among other things, (a) a minimum base salary, (b) minimum target bonus amounts (expressed as a percentage of base salary), and (c) post-termination payments due in certain scenarios. For a description of the post-termination benefits provided for in the Agreements see the “Potential Payments Upon Termination” section as further discussed herein.
Compensation Evaluation Process
Our Compensation Committee has final approval regarding recommendations of executive officer compensation. Mr. Quezada’s role as our CEO in determining executive compensation is to make compensation recommendations to the Compensation Committee based on his assessment of the individual performance of each executive officer in relation to our overall Company performance. Management’s role in determining executive compensation includes:
developing, summarizing and presenting compensation information and analysis (generally for one to five years) to enable our Compensation Committee to execute its responsibilities, as well as addressing specific requests for information from our Compensation Committee;
34 Carriage Services
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