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SERVICE CORP INTERNATIONAL

For the period ended May 6, 2025. Filed Mar 27, 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 6, 2025 · Filed Mar 27, 2025

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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2024: 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)

SCIS&P 500

10-Year TotalShareholder Return+316%2014-2024

(2)As of December 31, 2024 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.

2025 Proxy Statement1

Letter to Shareholders from CEO and Lead Director

Dear Shareholders,

As we approach the 2025 Annual Meeting, we would like to highlight the work of our Board and share with you some of our achievements in 2024. We continued to focus on succession planning, implement key initiatives, and execute our long-term strategy to drive revenue growth, leverage scale, and allocate capital for the best returns possible. This approach enabled us to deliver solid financial performance and continue to uphold our steadfast commitment to building long-term shareholder value in 2024.

Financial Performance

Last year, we executed our strategic priorities, delivering a strong financial performance. We reported adjusted earnings per share of $3.53, reflecting an impressive 13% compounded annual growth rate since 2019, despite a high-interest-rate environment, inflation, and supply chain challenges.

In July 2024, we entered into a new preneed insurance marketing agreement. This new ten-year agreement provides higher average general agency commission rates, enhanced service levels to SCI, and an improved customer experience. We expect to continue to realize the benefit of the new agreement in the first half of 2025 with a strong foundation into the future. Our blended trust and insurance preneed sales approach balances the consistent cash flow of insurance with the potential for higher returns from our trusted merchandise and service backlog. This blended strategy also helps us grow our preneed funeral backlog in a cash flow neutral manner, as general agency commissions offset selling costs for both preneed trust and insurance sales. Additionally, our $16 billion preneed backlog ensures a stable, predictable revenue stream for years to come.

Our strong adjusted operating cash flow of $977 million in 2024 allowed us to allocate capital opportunistically to grow our business and enhance shareholder value. In 2024, we invested $181 million in acquiring 26 funeral service locations and 6 cemeteries, which included 3 combination locations. We also allocated over $100 million of growth capital towards the purchase of real estate, new construction, and expansion of existing funeral homes and cemeteries. We remained committed to delivering value to shareholders, returning $428 million through dividends and strategic share repurchases. Our disciplined financial approach has resulted in a 316% total shareholder return over the past decade, far outpacing the S&P 500 and other market indices.

Leadership and Board Succession Planning

Our Board remains dedicated to leadership and Board succession. In 2024, Sumner J. Waring, III, was named President, Eric D. Tanzberger was promoted to Executive Vice President and Chief Financial Officer, and John Faulk assumed the role of Senior Vice President and Chief Operating Officer. The Board believes these senior management changes will position the Company to drive initiatives to better serve our client families and further develop SCI’s most senior leaders.

We also announced a significant change to our Board of Directors. After 38 years of dedicated service, Blair Waltrip has decided that he will no longer stand for reelection as a member of the Board. As a member of the Company’s founding family and a former employee, Mr. Waltrip has brought rare, invaluable industry insight to our Board. We deeply appreciate his contributions to SCI and our shareholders during his tenure.

We are pleased to nominate Thad Hill for election at the 2025 Annual Meeting. These changes will provide the Board with new, fresh perspectives while continuing to maintain a mix of tenured members to preserve access to unique industry knowledge.

Client Family Experience

As the largest provider of funeral and cemetery services in North America, we leverage our scale to enhance efficiency, reduce costs, and create a seamless customer experience. Our digital investments make it easier for families to preplan with confidence while streamlining operations for our associates.

We are incredibly proud of our team of 25,000 associates, whose dedication and compassion to the communities we serve define SCI’s success. Their unwavering commitment to serving families sets us apart. We continue to lead the industry with innovative memorial services and digital offerings that provide personalized experiences at competitive rates and allow families to celebrate their loved ones with greater ease and flexibility.

Conclusion

As a business committed to honoring lives and uplifting communities, we will continue prioritizing our client families, supporting our associates, and upholding strong governance and financial discipline. With a focus on responsible growth and long-term value creation, we remain confident in our ability to drive sustained success. Thank you for your continued trust and investment in SCI. We look forward to building on our momentum and delivering even greater value in the years ahead.

"Our disciplined financial approach has resulted in total shareholder returns of 316% over the past decade, significantly outpacing the S&P 500 and other market indices."

2Service Corporation International

Message From OurBoard of Directors

We invite you, our shareholders, to the Service Corporation International 2025 Annual Shareholder Meeting on Tuesday, May 6, 2025 at 9:00 a.m. Central Time, at the Company's Headquarters in Houston, TX. This Annual Meeting will be an important one. After 38 years of dedicated service, W. Blair Waltrip has decided that he will not stand for reelection as a member of the Board. We will be presenting a new Director nominee, Thad Hill, for shareholder consideration.

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
2025 Proxy Statement3

2025 Annual Meetingof Shareholders

Voting Matters

Election of 10 Directors
FOR each director nomineePage 15
Ratify the Selection of Pricewaterhouse Coopers LLP, Our Independent Registered Public Accounting Firm
FORPage 32
"Say-on-Pay" Advisory Vote to Approve Named Executive Officer Compensation
FORPage 34

DATE AND TIMETuesday, May 6, 2025at 9:00 a.m. Central TimePLACEService Corporation InternationalConference Center, Heritage I & II 1929 Allen Parkway Houston,Texas 77019RECORD DATEMarch 11, 2025

How to Vote

BY INTERNETVote your shares atwww.proxyvote.com.BY TELEPHONECall toll-free number1-800-690-6903.BY MAILSign, date, and return theenclosed proxy card or votinginstruction form.IN PERSONTo attend the meeting inperson, you will need proof ofyour share ownership and validpicture 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 6, 2025:

There is an annual meeting website which provides easy access to our annual meeting materials. On 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, 2025 and are available on the annual meeting website at: www.sciannualmeeting.com.

4Service Corporation International
Proxy Statement Summary6
Director Nominees6
Director Snapshot7
Corporate Governance Highlights8
Environmental, Social, and Governance (ESG) Overview10
Auditor Selection12
2024 Named Executive Officers’ Compensation13
Pay for Performance Alignment14
Corporate Governance at Service Corporation International15
Proposal 1: Election of Directors15
Director Nominees15
Consideration of Director Nominees20
Director Qualifications, Skills, and Experience21
Director Independence22
Director Compensation22
Director Ownership of SCI Stock23
Board Structure and Operations24
Leadership Structure24
Lead Independent Director25
Board Composition and Meetings26
Executive Sessions26
Board Committees26
Annual Board and Committee Evaluations29
Board Orientation and Education Program29
Board Oversight and Key Responsibilities29
Strategy Oversight29
Risk Oversight30
Environmental, Social, and Governance (ESG) Oversight30
Human Capital Management and Culture Oversight31
Special Meeting of Shareholders31
Shareholder Proxy Access31
Audit Committee Matters32
Proposal 2: Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm32
Report of the Audit Committee32
Audit Fees and All Other Fees33
Executive Compensation34
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation34
Compensation Discussion and Analysis35
Introduction35
Executive Summary35
Pay for Performance and Corporate Strategy35
Performance Compensation Measures37
Performance Summary37
2024 Company Performance38
Key Features of Our Compensation Programs39
Consideration of 2024 "Say-on-Pay" Vote39
Compensation Philosophy and Process39
CEO Pay and Performance Alignment40
Total Direct Compensation Pay Components40
Compensation Elements Link to Shareholder Value41
Annual Base Salary42
Annual Performance-Based Incentives Paid in Cash42
Long-Term Incentive Compensation43
Other Compensation45
Further Executive Compensation Practices and Policies46
How We Make Compensation Decisions49
Compensation Committee Report50
Executive Compensation Tables51
Summary Compensation Table51
Grants of Plan-Based Awards53
Outstanding Equity Awards at Fiscal Year End54
Option Exercises and Stock Vested55
Executive Deferred Compensation Plan55
Executive Employment Agreements57
Potential Payments Upon Termination59
CEO Pay Ratio60
Pay Versus Performance60
Certain Transactions63
Voting Securities and Principal Holders64
Principal Holders of SCI Stock64
Executive Officer and Director Ownership of SCI Stock65
Other Information66
Information About the Meeting and Voting66
Proxy Solicitation68
Submission of Shareholder Proposals68
Other Business68
Section 16(a) Beneficial Ownership Reporting Compliance68
Annexes69
Annex A: Non-GAAP Financial Measures69
Annex B: Peer Comparator Group70
2025 Proxy Statement5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.