DEF 14A of Carriage Services Inc, Mar 28, 2025

DEF 14A of Carriage Services Inc

Filed Mar 28, 2025 · FY20240001104659-25-029360

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | Chad Fargason Chief Business Officer for Shiftsmart, Inc. Age: 52 Director since 2023 (Class II) Committees: • Audit • Compensation • Corporate Governance | Chad Fargason currently serves as Chief Business Officer for Shiftsmart, Inc., a privately held workforce solutions company, which he joined in March 2025. Previously, Mr. Fargason served as Senior Portfolio Manager for Vaughan Nelson Investment Management from 2013 to 2024, an investment manager with approximately $18 billion under management. Prior to joining Vaughan Nelson, he spent ten years with the global investment firm, KKR & Co., Inc. Mr. Fargason holds a B.A. in Mathematics from Rice University and both a Masters and Ph.D in Mathematics from Duke University. Additional Qualifications: Mr. Fargason brings extensive experience and insight into financial investments, capital allocation, valuations, and assessing investment opportunities to pursue strategic growth objectives, providing the Board expertise on similar issues which are aligned with the Company’s long-term growth strategy. |

  3. Nominees for Director

    | Carlos R. Quezada Vice Chair of the Board and CEO Age: 54 Director since 2023 (Class II) Committees: • None | Carlos R. Quezada was named our CEO in June 2023 and also serves as our Vice Chair of the Board. Mr. Quezada joined the Company in 2020 as Vice President of Cemetery Sales and Marketing. He was promoted to Senior Vice President of Sales and Marketing in 2021. On June 1, 2021, he was appointed Executive Vice President and Chief Operating Officer. Immediately before being named the Company’s CEO, Mr. Quezada served as its President and Chief Operating Officer, along with being previously appointed Vice Chair of the Board of Directors on February 22, 2023. Before joining our Company, Mr. Quezada was a Managing Director at Service Corporation International (“SCI”) from 2009 to 2020, where he played a pivotal role in sales and operations. Mr. Quezada holds a Master’s in Management from Tulane University and an MBA in Finance from Universidad Francisco Marroquin. Additional Qualifications: Mr. Quezada’s professional experience includes leadership roles such as Chief Executive Officer, President, Chief Operating Officer, and Chief Management Officer for privately held multi-unit entities in the hospitality industry. Renowned for his ability to transform organizations, he is passionate about enhancing customer experiences and fostering innovation, and provides the Board with executive and operational experience and insight. |

  4. Nominees for Director

    | Dr. Edmondo Robinson Professor of Internal Medicine and Oncologic Science at the University of South Florida’s Morsani College of Medicine and Former Senior Vice President and Chief Digital Officer for Moffitt Cancer Center Age: 49 Director since 2024 (Class II) Committees: • Audit (Chair) • Compensation • Corporate Governance | Dr. Edmondo Robinson currently serves as professor of Internal Medicine and Oncologic Science at the University of South Florida’s Morsani College of Medicine. Dr. Robinson previously served as Senior Vice President and Chief Digital Officer at Moffitt Cancer Center from 2019 to 2024, where he founded and led the Center for Digital Health. Prior to that, Dr. Robinson was the Chief Transformation Officer and Senior Vice President of Consumerism at ChristianaCare from 2017 to 2019, one of the largest health systems in the mid-Atlantic. Dr. Robinson has served as a board member of Ardent Health Services (NYSE: ARDT) since 2022. He also serves as a trustee of the board of the University of Vermont Health Network and chair of the National Advisory Council for the Agency for Healthcare Research and Quality. Dr. Robinson is a fellow of the American College of Physicians, a senior fellow of the Society of Hospital Medicine, and a former Aspen Institute Health Innovators Fellow. Dr. Robinson holds a B.S. in Animal Physiology and Neuroscience from the University of California, San Diego, an M.B.A. with an emphasis in health care management from the Wharton School at the University of Pennsylvania, a medical degree from the University of California, Los Angeles, and a master’s degree in health policy research from the University of Pennsylvania. Additional Qualifications: Dr. Robinson brings to the Board over 25 years of executive leadership experience in digital health and innovation, healthcare delivery, and management, during which time he led initiatives to create new healthcare services, programs, partnerships, and technologies to leverage digital innovations, along with transforming healthcare delivery and refocusing healthcare services on value-based care centered on developing and managing related consumerism and digital strategies. These experiences provide the Board valuable insight on similar issues which are aligned with the Company’s innovation and capital allocation objectives. |

  5. Nominees for Director

    You may not cumulate your votes in the election of the Class II Director nominees. You may withhold authority to vote for the nominee for director. If a nominee becomes unable to serve as a director before our Annual Meeting (or decides not to serve), the individuals named as proxies will vote, in accordance with instructions provided, for such other nominee as we may designate as a replacement or substitute, or our Board may reduce the size of the Board to eliminate the vacancy.

  6. BOARD RECOMMENDATION

    BOARD RECOMMENDATION

  7. BOARD RECOMMENDATION

    | FOR THE REASONS STATED ABOVE, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE CLASS II DIRECTOR NOMINEES. |

  8. Continuing Directors

    Continuing Directors

  9. Continuing Directors

    | Douglas B. Meehan Co-Chief Investment Officer for van Biema Value Partners, LLC Age: 53 Director since 2018 (Class III) Committees: • Audit • Compensation • Corporate Governance | Douglas B. Meehan currently serves as the Co-Chief Investment Officer for van Biema Value Partners, LLC, an investment management firm, where he has worked since 2012. Prior to joining van Biema Value Partners, Mr. Meehan worked as a research analyst at a proprietary securities fund within Sentinel Real Estate Corp., a privately held real estate investment advisor in New York. He also worked with Duma Capital Partners, a multi-strategy hedge fund, as a research analyst. Mr. Meehan received a B.A. in Philosophy from Columbia University, a Ph.D in Philosophy and Cognitive Science from the City University of New York Graduate Center, and an M.B.A. from Columbia Business School, where he participated in the Applied Value Investing Program. Additional Qualifications: Mr. Meehan brings to the Board his extensive financial markets and real estate experience, as well as experience with sophisticated transactions. |

  10. Continuing Directors

    | Donald D. Patteson, Jr. Non-Executive Chair of the Board and Former Chairman of the Board of Directors and Chief Executive Officer of Sovereign Business Forms, Inc. (“Sovereign”) Age: 79 Director since 2011 (Class III) Committees: • Audit • Compensation • Corporate Governance | Donald D. Patteson, Jr. was the founder and, prior to its sale in June 2014, the Chairman of the Board of Directors of Sovereign Business Forms, Inc. (“Sovereign”), a consolidator in a segment of the printing industry. He also served as Chief Executive Officer of Sovereign from August 1996 until his retirement in August 2008. Prior to founding Sovereign, he served as Managing Director of Sovereign Capital Partners, an investment firm specializing in leveraged buyouts. He also served on the Board of Directors of Rosetta Resources Inc. and Cal Dive International, Inc. until 2015. Mr. Patteson received a B.A. and an M.B.A. with a concentration in finance from the University of Texas. Additional Qualifications: Mr. Patteson serves as our Non-Executive Chair of the Board and brings to the Board his executive experience as a Chief Executive Officer and Chief Financial Officer, enabling him to provide the Board with executive and financial management expertise, as well as experience with major financial transactions. |

  11. Continuing Directors

    | Julie Sanders Senior Vice President and Chief Audit Executive of Dell Technologies Age: 56 Director since 2023 (Class I) Committees: • Audit • Compensation • Corporate Governance (Chair) | Julie Sanders currently serves as Senior Vice President and Chief Audit Executive at Dell Technologies (“Dell”), a publicly traded technology and services company. Ms. Sanders joined Dell in 2002, and has held a variety of finance, accounting, and management roles. Prior to her Chief Audit Executive appointment in 2021, Ms. Sanders was previously Senior Vice President, Global Auditing & Consulting, from 2018 to 2021, and Senior Vice President, Global Revenue, from 2014 to 2018, for Dell. In these leadership roles, Ms. Sanders was responsible for global revenue recognition, revenue operations, and global accounting, along with overseeing financial planning and analysis for Dell’s commercial business. Before joining Dell, Ms. Sanders served as Chief Financial Officer for Jardine Foods, and Merinta, and also held accounting and finance management positions at Bear Stearns and J. Crew. Ms. Sanders began her career at KPMG, LLP. Ms. Sanders holds a B.B.A. in Accounting from Baylor University and is a Certified Public Accountant. Additional Qualifications: Ms. Sanders brings to the Board over 30 years of financial and audit leadership experience, along with extensive experience in transformative initiatives as it relates to financial systems, including the development and implementation of large-scale enhancements and capabilities. |

  12. Continuing Directors

    | Somer Webb Chief Financial Officer of Authority Brands Age: 46 Director since 2023 (Class I) Committees: • Audit • Compensation (Chair) • Corporate Governance | Somer Webb currently serves as Chief Financial Officer (“CFO”) of Authority Brands, a leading home service franchise brands company that includes 15 brands operated across more than 2,000 locations. Prior to her CFO appointment in January 2024, she was previously CFO for Solo Brands, Inc., a direct-to-consumer platform company for outdoor and lifestyle brands, from May 2022 to December 2023, and was CFO for Kent Outdoors, a sporting goods manufacturer, from January 2022 to May 2022. Prior to Kent Outdoors, she spent six years with Worldwide Express, a global logistics provider, where she held a variety of roles of increasing responsibility beginning in 2016 and ultimately served as CFO from February 2019 to January 2022. Before joining Worldwide Express, she held leadership positions at Southwest Airlines, DaVita Healthcare Partners, Match Group, Amazon, and Yum Brands. Ms. Webb holds a B.B.A. in Management Information Systems from Baylor University and an M.B.A. from The University of Texas at Arlington. Additional Qualifications: Ms. Webb has over 15 years of financial leadership experience at both public and private companies, along with extensive experience in capital allocation strategies, financial planning and analysis, M&A valuation and integration, and driving organic growth through business intelligence insights. |

  13. Continuing Directors

    BOARD LEADERSHIP & CORPORATE GOVERNANCE

  14. Organization and Committees of Our Board

    Organization and Committees of Our Board All members of the Board are strongly encouraged to attend each meeting of the Board and meetings of the Board committees on which they serve, as well as our Annual Meeting. Our Board held twelve (12) regularly scheduled meetings and acted by unanimous written consent seven (7) additional times during calendar year 2024. During this period each of our then current Board members attended all of the meetings of our Board. In addition, each year we hold the Annual Meeting on the same day as our Board and committee meetings such that all directors may attend the Annual Meeting. All of our then current directors attended the 2024 Annual Meeting of Stockholders. Our Board has a Compensation, Audit, and Corporate Governance Committee. The current members of each committee as of the Record Date are identified in the table below. Each of these committees has its own charter, and a copy of the current version is available on our website at www.carriageservices.com. The current functions of each committee and the number of meetings held during 2024 are described below.

  15. Organization and Committees of Our Board

    | Director | Compensation | Audit | Corporate Governance | | Carlos R. Quezada(*) | — | — | — | | Chad Fargason(I) | x | x | x | | Donald D. Patteson, Jr.(I)(C) | x | x | x | | Douglas B. Meehan(I) | x | x | x | | Dr. Edmondo Robinson(I) | x | Chair | x | | Julie Sanders(I) | x | x | Chair | | Somer Webb(I) | Chair | x | x |

  16. Organization and Committees of Our Board

    (*) Mr. Quezada is not independent because he is an employee of Carriage and currently serves as our CEO. (I) Independent Director. (C) Non-Executive Chair of the Board.

  17. Director Compensation Table

    Director Compensation Table The following table sets forth a summary of the compensation we paid to our non-employee directors in 2024:

  18. Director Compensation Table

    | Name | Fees Paid in Cash(5) | Fee Paid in Stock(6) | Stock Awards | Total | | Chad Fargason(1) | $105,058 | $123,060 | $— | $228,118 | | Donald D. Patteson, Jr.(2) | $229,341 | $— | $— | $229,341 | | Douglas B. Meehan | $50,024 | $147,476 | $— | $197,500 | | Dr. Edmondo Robinson(3) | $10,312 | $15,382 | $24,985 | $50,679 | | Julie Sanders(4) | $145,133 | $71,186 | $— | $216,319 | | Somer Webb | $83,112 | $126,888 | $— | $210,000 |

  19. Director Compensation Table

    (1) Mr. Fargason received a fee of $12,500 related to his participation on a special committee of the Board during 2024, which concluded in early 2025. Mr. Fargason’s fees also include a prorated annual retainer paid for his service as the Non-Executive Chair of the Board which began on March 7, 2024. (2) Mr. Patteson received a fee of $12,500 related to his participation on a special committee during 2024, which concluded in early 2025. (3) On October 30, 2024, our Board elected Dr. Edmondo Robinson to serve as a Class II Director until the 2025 Annual Meeting of Shareholders. Our Director Compensation Policy provides that any new independent director will receive a grant of $25,000 payable in cash or unrestricted shares of our Common Stock upon being elected a member of the Board. Concurrently with his appointment, the Board issued Dr. Robinson 765 shares of our Common Stock at the closing price on the grant date of $32.66, which vested immediately. On February 24, 2025, the Board elected Dr. Robinson to serve as the chair of the Audit Committee. The election of Dr. Robinson as the Chair of the Audit Committee was as a result of Mr. Patteson being elected the Company’s Non-Executive Chair of the Board. (4) Ms. Sanders received a fee of $12,500 related to her participation on a special committee during 2024, which concluded in early 2025. (5) Includes a fee of $50,000 related to the conclusion of the review of strategic alternatives in February 2024 that was approved by the Board’s Compensation Committee on January 22, 2024, paid to each of Mses. Sanders and Webb and Messrs. Fargason, Meehan, and Patteson. (6) Reflects the aggregate fair value of the unrestricted shares of Common Stock issued as payment for the quarterly retainers. The fair value is based on the closing stock price on the last trading day of the respective period as follows:

  20. Director Compensation Table

    | | Chad Fargason | Donald D. Patteson, Jr. | Douglas B. Meehan | Dr. Edmondo Robinson | Julie Sanders | Somer Webb | | March 29, 2024 | | | | | | | | Number of shares | 1,365 | — | 1,294 | — | — | 1,340 | | Stock price | $27.04 | $— | $27.04 | $— | $— | $27.04 | | June 28, 2024 | | | | | | | | Number of shares | 1,627 | — | 1,397 | — | 867 | 1,536 | | Stock price | $26.84 | $— | $26.84 | $— | $26.84 | $26.84 | | September 30, 2024 | | | | | | | | Number of shares | 1,294 | — | 1,142 | — | 730 | 753 | | Stock price | $32.83 | $— | $32.83 | $— | $32.83 | $32.83 | | December 31, 2024 | | | | | | | | Number of shares | — | — | 941 | 386 | 601 | 620 | | Stock price | $— | $— | $39.85 | $39.85 | $39.85 | $39.85 |

  21. Director Compensation Table

    SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

  22. Compensation Philosophy and Practices

    | What We Do | | Pay for Performance • A significant portion of 2024 executive compensation is performance-based and is tied to our financial performance over the intermediate to long-term period (see the “Annual Cash Incentive Bonuses” and “Long-Term Equity-Based Incentives” sections on pages 39 and 40, respectively, for additional details). • Our CEO’s 2024 annual cash incentive was made in connection with the achievement of a predetermined Adjusted Consolidated EBITDA growth target. • Our 2024 long-term incentive program is designed to both retain our executive talent and incentive leadership to focus on long-term value creation. We believe will lead to significant shareholder value creation, if achieved. Anti-Hedging Policy • The Company’s Insider Trading and Anti-Hedging Policy includes provisions that specifically prohibit all employees, including our NEOs and Directors, from entering into any financial instrument or otherwise engage in any transactions that hedge or offset any decrease in the market value or limit the ability to profit from an increase in the market value of the Company’s stock. The Company’s policy also prohibits all employees, including our NEOs and Directors, from buying or selling warrants, puts or calls, options, forward transactions or other derivative securities or instruments involving the Company’s stock. Our Corporate Governance Committee is responsible for reviewing the Company’s compliance programs, including our Insider Trading and Anti-Hedging Policy. Mitigate Risk • We have trading guidelines for officers and directors. • We have a Compensation Recovery Policy and clawback provisions that permit the Board to pursue recovery of incentive payments if the payment would have been lower based on restated financial results. Manage Dilution • We regularly evaluate share utilization levels within our long-term incentive plans and we manage the dilutive impact of stock-based compensation to appropriate levels. • Under our Board authorized share repurchase program, we had, at March 28, 2025, approximately $48.9 million of share repurchase authorization remaining and have not repurchased under our authorized share repurchase program since June 30, 2022. | | What We Do Not Do No supplemental retirement plans. No repricing of underwater stock options. No option exercise prices below 100% of fair market value on the date of grant. No inclusion of long-term incentive awards in cash severance calculations as part of employment agreements. No excise tax gross-ups upon change in control. |

  23. Elements of Compensation

    | 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. |

  24. Elements of Compensation

    | 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. |

  25. Elements of Compensation

    | 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. |

  26. Employment Agreements

    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.

  27. CEO Compensation

    CEO Compensation Mr. Quezada’s average annual total compensation was $2.9 million over the last four years, which reflects compensation paid to Mr. Quezada in his prior non-CEO roles, as a result of Mr. Quezada joining the Company in 2020 and becoming CEO beginning June 21, 2023. The Compensation Committee believes that this compensation and any additional realized compensation from the increase in equity value is commensurate with the high level of operating and financial performance by Carriage. The charts below depict the 2024 mix of total direct compensation (base salary, cash incentive bonus and long-term equity-based incentives) for Mr. Quezada, our CEO and Vice Chair, and our other NEOs as a whole. The long-term equity-based incentives are composed of restricted stock awards, which were valued at $24.48 using a 30 day volume weighted average stock price based on the closing price on the day prior to the grant date, and stock options which were valued at $10.34 per share calculated using the Black-Scholes pricing method (refer to “Long-Term Equity-Based Incentives” on page 37 for additional details). A portion of the 2024 compensation of our NEOs is considered at-risk and is directly affected by our financial results and stock price, both in the amount of total cash compensation earned and the value of outstanding long-term equity awards. As such, 81% of Mr. Quezada’s total direct compensation and, on average 73% of our other NEOs total direct compensation, is variable and directly affected by both the Company’s and each NEOs’ performance. Does not include Mr. Granmayeh as a result of his resignation from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective July 1, 2024.

  28. Annual Cash Incentive Bonuses

    Annual Cash Incentive Bonuses

  29. Other Named Executive Officers

    | Named Executive Officers | Annual Base Salary | Target(1) | Target Payout | Performance % | % Payout of Target | Individual 2024 Bonus Paid(2) | | | | | | | | | Amount Paid | % of Salary | | Carlos R. Quezada | $800,000 | 125% | $1,000,000 | 200% | 175% | $1,750,000 | 219% | | Steven D. Metzger | $600,000 | 125% | $750,000 | 200% | 175% | $1,312,500 | 219% | | L. Kian Granmayeh(3) | $500,000 | 100% | $— | —% | —% | $— | —% | | Kathryn Shanley | $325,000 | 50% | $162,500 | 200% | 175% | $284,375 | 88% | | Rob Franch | $365,000 | 50% | $182,500 | 200% | 175% | $319,375 | 88% | | Shane Pudenz | $365,000 | 50% | $182,500 | 200% | 175% | $319,375 | 88% |

  30. Long-Term Equity-Based Incentives

    Long-Term Equity-Based Incentives We maintain the 2017 Omnibus Incentive Plan (the “2017 Plan”) pursuant to which we have granted our NEOs restricted stock, stock options or performance-based stock awards.

  31. Annual Long-Term Incentive Grants

    Annual Long-Term Incentive Grants Restricted stock and performance awards may be awarded by our Compensation Committee after consideration of each individual’s performance toward our recent goals, as well as expected contributions to our long-term success. Our Compensation Committee believes that these forms of equity ownership help align the executive’s interests closely with those of our shareholders and incentivize our executives to contribute to the long-term growth and success of Carriage. Our Compensation Committee established 2024 long-term incentive targets for our NEOs, as shown in the table below:

  32. Annual Long-Term Incentive Grants

    | Named Executive Officers | Annual Base Salary | Target(1) | LTI Awarded | % of Salary | | Carlos R. Quezada | $800,000 | 200% | $1,599,458 | 200% | | Steven D. Metzger | $600,000 | 175% | $1,049,751 | 175% | | L. Kian Granmayeh(2) | $500,000 | 175% | $874,915 | 175% | | Kathryn Shanley(3) | $325,000 | —% | $— | —% | | Rob Franch(4) | $365,000 | 150% | $524,508 | 144% | | Shane Pudenz(5) | $365,000 | 150% | $472,758 | 130% |

  33. Annual Long-Term Incentive Grants

    (1) Target is based on a percentage of base salary in effect in 2024. (2) Mr. Granmayeh resigned from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective July 1, 2024. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Granmayeh that sets forth the terms of his severance payments, which was included as an Exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 2, 2024. (3) Ms. Shanley joined the Company on March 25, 2024, subsequent to the Company’s annual LTI issuance. (4) The LTI awarded to Mr. Franch in 2024 was based on a salary of $350,000 which was in effect at the time the LTI was awarded. (5) The LTI awarded to Mr. Pudenz in 2024 was based on a salary of $315,000 which was in effect at the time the LTI was awarded. All long-term incentive awards granted are tied to the future performance of the Company and align with long-term value creation interests for our shareholders. The following chart describes the February 21, 2024 grant of long-term incentive awards to our NEOs:

  34. Annual Long-Term Incentive Grants

    | Long-Term Incentive Element | Vesting Period/Term | Grant/Exercise Price | | Restricted Stock | 3 year vest | $24.48 | | Stock Options | 3 year vest; 10 year term | $24.48 | | Performance Awards | N/A | N/A |

  35. Annual Long-Term Incentive Grants

    Our Compensation Committee believes that this element of our long-term incentive program properly aligns management’s long-term compensation with the Company’s compensation Philosophy and our mission of maximizing value per share for long-term shareholders. Generally, our long-term incentive programs allow for more simplicity in structure and the transparency for management to focus on operations and performance. The Compensation Committee has elected to continue to utilize restricted stock, but will replace stock options with performance awards beginning with 2025’s long-term incentive awards. All vested incentive awards are payable in shares of our Common Stock. More detailed information regarding the long-term incentive grant is set forth above as well as in Note 17, Shareholder’s Equity, to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K.

  36. Tax and Accounting Considerations

    Tax and Accounting Considerations For compensation in excess of $1 million, Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits our ability to take a federal income tax deduction for compensation paid to covered employees. Our Compensation Committee does not believe that compensation decisions should be made solely to maintain the deductibility of compensation for federal income tax purposes. We recognize compensation expense in an amount equal to the fair value of the share-based awards over the period of vesting. Fair value is determined on the date of the grant. The fair value of restricted stock is determined using the stock price on the grant date. The fair value of options is determined using either the Black-Scholes valuation model or the Monte-Carlo simulation pricing model. The fair value of the performance awards related to the stock price is determined using the Monte-Carlo simulation pricing model. More detailed information and related assumptions regarding the 2024 long-term incentive grants are set forth in Note 17, Shareholder’s Equity, to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K.

  37. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation for the fiscal years ended December 31, 2024, 2023 and 2022, with respect to our NEOs:

  38. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards(4) ($) | All Other Compensation(5) ($) | Total ($) | | Carlos R. Quezada CEO & Vice Chairman of the Board (Principal Executive Officer) | 2024 | $800,000 | $1,750,000 | $799,762 | $799,696 | $145,384 | $4,294,842 | | | 2023 | $702,000 | $1,250,000 | $475,640 | $368,487 | $16,460 | $2,812,587 | | | 2022 | $600,000 | $540,000 | $— | $869,000 | $20,251 | $2,029,251 | | Steven D. Metzger President & Secretary | 2024 | $600,000 | $1,312,500 | $525,096 | $524,655 | $126,748 | $3,088,999 | | | 2023 | $551,000 | $937,500 | $396,203 | $307,073 | $17,827 | $2,209,603 | | | 2022 | $500,000 | $337,500 | $— | $695,200 | $12,791 | $1,545,491 | | L. Kian Granmayeh(1) Former Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) | 2024 | $262,000 | $— | $437,702 | $437,213 | $633,536 | $1,770,451 | | | 2023 | $394,000 | $401,370 | $481,800 | $— | $19,570 | $1,296,740 | | | 2022 | $— | $— | $— | $— | $— | $— | | Kathryn Shanley(2) Chief Accounting Officer (Interim Principal Financial Officer) | 2024 | $244,000 | $284,375 | $— | $— | $5,000 | $533,375 | | | 2023 | $— | $— | $— | $— | $— | $— | | | 2022 | $— | $— | $— | $— | $— | $— | | Rob Franch Chief Information Officer | 2024 | $363,000 | $319,375 | $262,181 | $262,328 | $79,520 | $1,286,404 | | | 2023 | $350,000 | $175,000 | $237,329 | $184,275 | $20,524 | $967,128 | | | 2022 | $259,000 | $250,000 | $1,100,397 | $— | $53,382 | $1,662,779 | | Shane Pudenz Vice President of Sales | 2024 | $357,000 | $319,375 | $236,477 | $236,281 | $61,708 | $1,210,841 | | | 2023 | $329,000 | $189,000 | $186,333 | $144,788 | $14,779 | $863,900 | | | 2022 | $283,000 | $123,750 | $— | $434,500 | $18,974 | $860,224 |

  39. Summary Compensation Table

    (1) Mr. Granmayeh resigned from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective July 1, 2024. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Granmayeh that sets forth the terms of his severance payments, which provided for, (i) a one-time payment; (ii) the continuation of certain salary payments to Mr. Granmayeh for twelve months following July 1, 2024; and (iii) consulting payments to Mr. Granmayeh for six months following July 1, 2024. (2) In connection with Mr. Granmayeh’s resignation, the Company’s Board appointed Kathryn Shanley, the Company’s Chief Accounting Officer as the Company’s Interim Principal Financial Officer, effective June 6, 2024, until a permanent replacement was identified. Effective January 2, 2025, Mr. John Enwright was appointed to serve as the Company’s Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer). (3) Reflects the grant date fair value of restricted stock awards granted on February 21, 2024 computed in accordance with FASB ASC Topic 718. The value of these restricted stock awards reflects the number of shares awarded multiplied by the grant price of $24.48, which was calculated using a 30 day volume weighted average stock price based on the closing price on the day prior to the grant date. The restricted stock awards vest based on continued service at 33 1/3% per year beginning on the first anniversary date of the grant. Reflects the grant date fair value of the stock options granted on February 21, 2024 computed in accordance with ASC Topic 718. The value of these stock options was $10.34 per share calculated using the Black-Scholes pricing method. The stock options will vest over three years beginning on the first anniversary date of the grant. The assumptions made in the valuation of these stock options are set forth in Note 17, Shareholder’s Equity, to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K. The following table describes each component of the “All Other Compensation” column for 2024 in the Summary Compensation Table with respect to our NEOs.

  40. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($)(2) | Dividends on Unvested Restricted Stock($)(3) | Restricted Stock Vestings(4) | Perquisites and other Personal Benefits ($)(5) | Severance Payments | Total All Other Compensation ($) | | Carlos R. Quezada | $5,384 | $15,937 | $124,063 | $— | $— | $145,384 | | Steven D. Metzger | $12,075 | $11,330 | $103,343 | $— | $— | $126,748 | | L. Kian Granmayeh(1) | $9,154 | $4,824 | $130,700 | $397 | $488,461 | $633,536 | | Kathryn Shanley | $5,000 | $— | $— | $— | $— | $5,000 | | Rob Franch | $11,551 | $6,065 | $61,904 | $— | $— | $79,520 | | Shane Pudenz | $3,877 | $5,184 | $48,602 | $4,045 | $— | $61,708 |

  41. Summary Compensation Table

    (1) Mr. Granmayeh resigned from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective July 1, 2024. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Granmayeh that sets forth the terms of his severance payments, which provided for, (i) a one-time payment; (ii) the continuation of certain salary payments to Mr. Granmayeh for twelve months following July 1, 2024; and (iii) consulting payments to Mr. Granmayeh for six months following July 1, 2024. (2) The amounts represent matching contributions by the Company to the accounts of NEOs in our 401(k) Plan. (3) The amounts represent dividends on unvested restricted stock of NEOs. (4) The amounts represent the value of restricted stock that vested in 2024. (5) The amount reflects benefits received for family members’ travel and reimbursement of certain travel expenses paid to our NEOs for award trips hosted by the Company.

  42. Grants of Plan-Based Awards

    Grants of Plan-Based Awards On February 21, 2024, we granted our NEOs stock options from the 2017 Plan. The following table sets forth information regarding these grants:

  43. Grants of Plan-Based Awards

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#))(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Carlos R. Quezada | 2/21/24 | — | — | — | — | — | — | 32,670 | 77,370 | $24.48 | $1,599,458 | | Steven D. Metzger | 2/21/24 | — | — | — | — | — | — | 21,450 | 50,760 | $24.48 | $1,049,751 | | L. Kian Granmayeh(1) | 2/21/24 | — | — | — | — | — | — | 17,880 | 42,300 | $24.48 | $874,915 | | Kathryn Shanley | | — | — | — | — | — | — | — | — | $— | $— | | Rob Franch | 2/21/24 | — | — | — | — | — | — | 10,710 | 25,380 | $24.48 | $524,508 | | Shane Pudenz | 2/21/24 | — | — | — | — | — | — | 9,660 | 22,860 | $24.48 | $472,758 |

  44. Grants of Plan-Based Awards

    (1) Mr. Granmayeh resigned from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective July 1, 2024. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Granmayeh that sets forth the terms of his severance payments, which provided for, (i) a one-time payment; (ii) the continuation of certain salary payments to Mr. Granmayeh for twelve months following July 1, 2024; and (iii) consulting payments to Mr. Granmayeh for six months following July 1, 2024. (2) These are restricted stock awards that vest over three years. The grant date fair value of the restricted stock awards is the number of shares awarded on February 21, 2024 multiplied by the grant price of $24.48, which was calculated using a 30 day volume weighted average stock price based on the closing price on the day prior to the grant date (calculated in accordance with ASC 718). (3) These are stock options that vest over three years. The grant date fair value of the stock options is the number of options awarded on February 21, 2024 multiplied by the option value on the grant date (calculated in accordance with ASC 718), which was $10.34 per share. The assumptions made in the valuation of these stock options are set forth in Note 17, Shareholder’s Equity, to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K. Reflects the grant date fair value of the stock option awards and the grant date fair value of the restricted stock awards.

  45. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End Awards Outstanding at December 31, 2024:

  46. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Un- Exercisable(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares of Stock that Have Not Vested (#) | Market Value of Shares of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(5) | | Carlos R. Quezada | 13,333 | — | — | $18.02 | 6/25/2030 | 42,370 | $1,688,445 | 56,190 | $2,239,172 | | | 30,000 | 20,000 | — | $34.79 | 2/17/2031 | — | — | — | — | | | 14,285 | 35,715 | — | $49.48 | 2/23/2032 | — | — | — | — | | | 10,500 | 21,000 | — | $32.69 | 2/22/2033 | — | — | — | — | | | — | 77,370 | — | $24.48 | 2/21/2034 | — | — | — | — | | Steven D. Metzger | 30,000 | 20,000 | — | $34.79 | 2/17/2031 | 29,530 | $1,176,771 | 56,190 | $2,239,172 | | | 11,430 | 28,570 | — | $49.48 | 2/23/2032 | — | — | — | — | | | 8,750 | 17,500 | — | $32.69 | 2/22/2033 | — | — | — | — | | | — | 50,760 | — | $24.48 | 2/21/2034 | — | — | — | — | | L. Kian Granmayeh(1) | — | — | — | $— | — | — | $— | — | $— | | Kathryn Shanley | — | — | — | $— | — | — | $— | — | $— | | Rob Franch | 5,250 | 10,500 | — | $32.69 | 2/22/2033 | 15,550 | $619,668 | — | $— | | | — | 25,380 | — | $24.48 | 2/21/2034 | — | — | — | — | | Shane Pudenz | 4,200 | 2,800 | — | $34.79 | 2/17/2031 | 13,460 | $536,381 | 14,048 | $559,813 | | | 7,145 | 17,855 | — | $49.48 | 2/23/2032 | — | — | — | — | | | 4,125 | 8,250 | | $32.69 | 2/22/2033 | | | | | | | — | 22,860 | | $24.48 | 2/21/2034 | — | — | — | — |

  47. Outstanding Equity Awards at Fiscal Year-End

    (1) Mr. Granmayeh resigned from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective July 1, 2024. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Granmayeh that sets forth the terms of his severance payments, which provided for, (i) a one-time payment; (ii) the continuation of certain salary payments to Mr. Granmayeh for twelve months following July 1, 2024; and (iii) consulting payments to Mr. Granmayeh for six months following July 1, 2024. (2) The unexercisable stock options expiring February 17, 2031, vest in equal increments over the next two years, the unexercised stock options expiring on February 23, 2032 vest in equal increments over the next five years, the unexercised stock options expiring on February 22, 2033 vest in equal increments over the next two years, and the unexercised stock options expiring on February 21, 2034 vest in equal increments over the next three years. (3) Calculated using the closing price of our Common Stock on December 31, 2024, which was $39.85 per share. (4) At December 31, 2024, we had satisfied certain performance criteria for the first three target payouts (20%, 25% and 30% CAGR targets) of our 2020 performance-based stock awards. The performance period for these awards ended on December 31, 2024 and because the NEOs were continuously employed with the Company through February 19, 2025, the date the Compensation Committee of our Board certified the issuance of these awards, this column reflects the number of performance-based stock awards that vested on that date at the third target payout (30% CAGR target). Represents the number of performance-based stock awards that vested at the 30% CAGR target multiplied by $39.85, which is the closing price of our Common Stock on December 31, 2024.

  48. Option Exercises and Stock Vestings

    Option Exercises and Stock Vestings The following table sets forth information regarding the option exercises and stock vestings for the fiscal year ended December 31, 2024 with respect to our NEOs:

  49. Option Exercises and Stock Vestings

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Carlos R. Quezada | — | $— | 4,850 | $124,063 | | Steven D. Metzger | — | $— | 4,040 | $103,343 | | L. Kian Granmayeh(3) | — | $— | 5,000 | $130,700 | | Kathryn Shanley | — | $— | — | $— | | Rob Franch | — | $— | 2,420 | $61,904 | | Shane Pudenz | — | $— | 1,900 | $48,602 |

  50. Option Exercises and Stock Vestings

    (1) Includes vested shares withheld to pay taxes as follows:

  51. Option Exercises and Stock Vestings

    | | Mr. Quezada | | Mr. Metzger | | Mr. Granmayeh | | Mr. Franch | | Mr. Pudenz | | | | Acquired Shares | Shares Withheld For Taxes | Acquired Shares | Shares Withheld For Taxes | Acquired Shares | Shares Withheld For Taxes | Acquired Shares | Shares Withheld For Taxes | Acquired Shares | Shares Withheld For Taxes | | 2/22/2024 | 4,850 | 1,666 | 4,040 | 1,388 | — | — | 2,420 | 831 | 1,900 | 653 | | 3/13/2024 | — | — | — | — | 5,000 | 1,718 | — | — | — | — |

  52. Option Exercises and Stock Vestings

    (2) Value realized on vesting is calculated using the closing price of our Common Stock on the date that the shares vested. (3) Mr. Granmayeh resigned from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective July 1, 2024.

  53. Potential Payments Upon Termination

    Potential Payments Upon Termination The following table sets forth the amounts that would have been payable to certain of our NEOs under the scenarios for death, disability, involuntary termination without cause not within a corporate change period, or involuntary termination without cause within a corporate change period, had such scenarios occurred on December 31, 2024. Amounts reported with respect to equity-based awards are reported assuming the closing price of our Common Stock on December 31, 2024 of $39.85 per share.

  54. Potential Payments Upon Termination

    | Event | Carlos R. Quezada | Steven D. Metzger | L. Kian Granmayeh(8) | Kathryn Shanley | Rob Franch | Shane Pudenz | | Death or Disability | | | | | | | | Base salary(1) | $1,600,000 | $1,200,000 | $— | $650,000 | $730,000 | $730,000 | | Target annual bonus(2) | 1,000,000 | 750,000 | — | 162,500 | 182,500 | 182,500 | | Benefits continuation(3) | 52,130 | 16,155 | — | 817 | — | 52,130 | | Equity awards(4)(5) | 5,368,353 | 4,422,623 | — | — | 1,084,938 | 1,520,790 | | Total | $8,020,483 | $6,388,778 | $— | $813,317 | $1,997,438 | $2,485,420 | | Termination without cause (without a Corporate Change) | | | | | | | | Cash severance(6) | $2,600,000 | $1,950,000 | $— | $487,500 | $547,500 | $547,500 | | Benefits continuation(3) | 52,130 | 16,155 | — | 817 | — | 52,130 | | Equity awards(4)(5) | — | — | — | — | — | — | | Total | $2,652,130 | $1,966,155 | $— | $488,317 | $547,500 | $599,630 | | Termination without cause (following a Corporate Change) | | | | | | | | Cash severance(7) | $5,400,000 | $2,700,000 | $— | $975,000 | $1,095,000 | $1,095,000 | | Benefits continuation(3) | 52,130 | 16,155 | — | 817 | — | 52,130 | | Equity awards(4)(5) | 5,368,353 | 4,422,623 | — | — | 1,084,938 | 1,520,790 | | Total | $10,820,483 | $7,138,778 | $— | $975,817 | $2,179,938 | $2,667,920 |

  55. Potential Payments Upon Termination

    (1) Pursuant to the terms of employment agreements in effect on December 31, 2024, these amounts reflect NEO’s base salary payments, which are to be made in installments, through the end of the initial term or any then-existing renewal term in effect at the time of the NEO’s death or disability. (2) Reflects payment of annual bonus pursuant to the terms of employment agreements in effect on December 31, 2024. These amounts represent 100% of the target bonus payout due to the assumption that such NEOs’ employment terminated on the last day of the year. (3) Amounts reflect estimated cost of benefits continuation for 18 months pursuant to the terms of employment agreements in effect on December 31, 2024. (4) Reflects accelerated vesting of stock options, restricted stock and performance-based awards pursuant to the terms of employment agreements in effect on December 31, 2024 upon death, disability, involuntary termination without cause not within a corporate change period, or involuntary termination without cause within a corporate change period. (5) At December 31, 2024, we had satisfied certain performance criteria for the first three target payouts (20%, 25% and 30% CAGR targets) of our 2020 performance-based stock awards. As such, the amount of performance-based shares issuable at the 30% CAGR target was included in the calculation and upon a triggering event shall be paid within 60 days following the end of any of applicable performance period. (6) Amounts reflect cash severance payable under the terms of employment agreements in effect on December 31, 2024. In connection with Messrs. Quezada and Metzger, the amount represents two years base salary continuation and a pro-rated target annual bonus for the year in which the termination occurs. In connection with Messrs. Franch and Pudenz and Ms. Shanley, the amount represents one year base salary continuation and a pro-rated target annual bonus for the year in which the termination occurs. These amounts represent 100% of the target bonus payout due to the assumption that such NEOs’ employment terminated on the last day of the year. (7) Amounts reflect cash severance payable under the terms of employment agreements in effect on December 31, 2024. In connection with Mr. Quezada, the amount represents a lump sum equal to three times the sum of (i) Mr. Quezada’s base salary in effect on the Termination Date (or as of the date of the Corporate Change, if higher), and (ii) his target annual bonus. For all of our other NEO’s, the amount represents a lump sum equal to two times the sum of (i) each NEOs’ base salary in effect on the Termination Date (or as of the date of the Corporate Change, if higher), and (ii) the NEO’s target annual bonus. Mr. Granmayeh resigned from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective July 1, 2024. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Granmayeh that sets forth the terms of his severance payments, which provided for, (i) a one-time payment; (ii) the continuation of certain salary payments to Mr. Granmayeh for twelve months following July 1, 2024; and (iii) consulting payments to Mr. Granmayeh for six months following July 1, 2024.

  56. Pension Benefits

    Pension Benefits We do not sponsor a pension plan.

  57. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans During 2024, we did not sponsor any nonqualified defined contribution or other nonqualified deferred compensation plans.

  58. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform Consumer Protection Act, and Item 402(u) of Regulation S-K, the following items are discussed below: (i) the median of the annual total compensation of all employees, excluding Mr. Quezada, our CEO during the fiscal year ended December 31, 2024; (ii) the annual total compensation of our CEO; and (iii) the ratio of the median of the annual total compensation of all employees to the annual total compensation of our CEO. This information is intended to provide our shareholders with a company-specific metric that can assist in their evaluation of our Company’s executive compensation practices. To identify the median of the total annual compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: We determined that as of December 31, 2024, our employee population consisted of 2,382 individuals with all of these individuals located in the United States. This population consisted of 1,191 full-time and 1,191 part-time employees. Our part-time employees are an integral part of our business and due to our industry, are dedicated members of our community, but may only work on a very limited, as requested basis. We selected December 31, 2024, which is in the last three months of our most recent fiscal year, as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner. • To determine the “median employee” from our employee population, we examined the amount of salary, bonus, wages and other taxable income items of our employees as reported by us to the Internal Revenue Service on Form W-2 for 2024. The “median employee’s” annual total compensation included the Company matching amount provided in our Section 401(k) employee savings plan. In making the determination, we annualized the compensation of approximately 525 employees who were hired in 2024, but did not work for us the entire fiscal year. This population consisted of 249 full-time and 276 part-time employees. • We determined our median employee using this compensation measure, which was consistently applied to all of our employees included in the calculation. Since all of our employees are located in the United States, as is our CEO, we did not make any cost of living adjustments when identifying the “median employee.” • Once we determined our median employee, we combined all of the elements of such employee’s compensation for 2024 in accordance with Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of approximately $25,508. • With respect to the annual compensation of Mr. Quezada, we used the amount reported in the “Total $” column of our Summary Compensation Table for the year 2024 included above in this Proxy Statement. • There has been no major change in our employee population or our employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure. For the fiscal year ended December 31, 2024: • The median employee is an Ambassador in the community, working on an as-needed or by request basis, proactively participating in civic and community events that create a lasting heritage for our businesses; • The median annual total compensation of all employees of our Company (other than our CEO’s) was approximately $25,508; and • The annual total compensation for our CEO, as reported in the Summary Compensation Table included in this Proxy Statement was $4,294,842. Based on this information, for 2024, the ratio of the annual total compensation of Mr. Quezada to the annual total median compensation of all other employees was 168 to 1.

  59. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align our executive compensation with the Company’s performance, please see our “Compensation Discussion and Analysis” section as discussed herein. The following tables set forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021, and 2020, and our financial performance for each such fiscal year as calculated in accordance with SEC rules:

  60. Pay Versus Performance Table

    Pay Versus Performance Table Melvin C. Payne was our Principal Executive Officer (“PEO”) for each year presented until he stepped down on June 21, 2023, with Carlos R. Quezada becoming our PEO on that same date. For disclosure purposes, we have calculated Mr. Payne’s and Mr. Quezada’s time as PEO separately.

  61. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 | | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return (“TSR”)(5) | Former Peer Group TSR(6) | 2024 Peer Group TSR(6) | Net Income | Adjusted Diluted EPS(7) | | 2023 | $4,061,994 | $3,029,501 | $1,483,339 | $1,266,971 | $103.16 | $150.44 | $153.79 | $33,412,785 | $2.19 | | 2022 | $3,388,869 | $(11,180,443) | $1,542,473 | $(2,833,284) | $111.80 | $146.44 | $152.14 | $41,381,015 | $2.61 | | 2021 | $5,346,781 | $20,948,505 | $1,941,742 | $6,205,152 | $258.27 | $154.34 | $154.28 | $33,158,600 | $3.02 | | 2020 | $2,355,678 | $4,618,240 | $616,344 | $1,335,480 | $124.23 | $104.60 | $105.73 | $16,090,223 | $1.86 |

  62. Pay Versus Performance Table

    The individuals comprising the Non-PEO NEOs for each year presented are listed below:

  63. Pay Versus Performance Table

    | 2020 | 2021 | 2022 | 2023 | | Carlos R. Quezada | Carlos R. Quezada | Carlos R. Quezada | Carlos R. Quezada | | Steven D. Metzger | Steven D. Metzger | Steven D. Metzger | Steven D. Metzger | | C. Benjamin Brink | C. Benjamin Brink | C. Benjamin Brink | C. Benjamin Brink(8) | | Shawn R. Phillips | Shawn R. Phillips | Shawn R. Phillips | Shawn R. Phillips | | Viki K. Blinderman | | | L. Kian Granmayeh | | | | | Paul D. Elliott | | | | | Adeola Olaniyan |

  64. Pay Versus Performance Table

    (1) The dollar amounts reported for Mr. Payne under “Summary Compensation Table Total” are the amounts of total compensation previously reported for Mr. Payne. (2) The dollar amounts reported for Mr. Payne under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Payne, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Payne during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Payne’s’ total compensation for each year to determine the compensation actually paid:

  65. Pay Versus Performance Table

    | | Melvin C. Payne | | | | | | 2020 | 2021 | 2022 | 2023 | | Total Compensation as reported in SCT | $2,355,678 | $5,346,781 | $3,388,869 | $4,061,994 | | Fair value of equity awards granted during fiscal year | (541,642) | (3,204,500) | (1,390,400) | (1,786,057) | | Fair value of equity compensation granted in current year-value at end of year-end | 3,593,567 | 8,525,500 | 479,200 | 1,310,469 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (139,082) | 1,603,605 | (677,628) | 214,901 |

  66. Pay Versus Performance Table

    | | Melvin C. Payne | | | | | | 2020 | 2021 | 2022 | 2023 | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 500,901 | 8,677,119 | (12,980,484) | (771,806) | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | (1,151,182) | — | — | — | | Compensation Actually Paid to PEO | $4,618,240 | $20,948,505 | $(11,180,443) | $3,029,501 |

  67. Pay Versus Performance Table

    (3) The dollar amounts reported under Average Summary Compensation Total for non-PEO NEOs represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Payne) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are shown in the table above. (4) The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Payne), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ total compensation for each year to determine the compensation actually paid:

  68. Pay Versus Performance Table

    | | NEO Averages | | | | | | 2020 | 2021 | 2022 | 2023 | | Total Compensation as reported in SCT | $616,344 | $1,941,742 | $1,542,473 | $1,483,339 | | Fair value of equity awards granted during fiscal year | (135,408) | (1,145,393) | (673,475) | (497,151) | | Fair value of equity compensation granted in current year-value at end of year-end | 889,310 | 3,209,772 | 232,113 | 368,827 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (30,041) | 36,869 | (210,007) | 49,292 | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 111,674 | 2,162,162 | (3,724,388) | (137,336) | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | (116,399) | — | — | — | | Compensation Actually Paid to NEO | $1,335,480 | $6,205,152 | $(2,833,284) | $1,266,971 |

  69. Pay Versus Performance Table

    (5) Total Shareholder Return assumes that the value of the investment in our Common Stock was $100 on the last trading day of December 2019, and that all dividends were reinvested. Performance data is provided as of the last trading day of each of our last four fiscal years. (6) Our 2023 Peer Group (the “Former Peer Group“) consists of SCI, Matthews International Corp. (“Matthews”) and Park Lawn Corporation (“Park Lawn”) and our 2024 Peer Group (the “2024 Peer Group”) consists of SCI and Matthews. We assumed that the value of the investment in the Former Peer Group and the 2024 Peer Group was $100 on the last trading day of December 2019, and that all dividends were reinvested. Performance data for the Former Peer Group and 2024 Peer Group is provided as of the last trading day of each of our last five fiscal years. For the Former Peer Group, as a result of Park Lawn’s delisting on August 12, 2024, the stock performance data as of December 31, 2024, reflects SCI’s and Matthew's total cumulative return only. (7) Adjusted Diluted Earnings Per Share is defined as GAAP Diluted Earnings Per Share, adjusted for special items. We determined Adjusted Diluted Earnings Per Share to be the most important financial performance measure used to link the Company’s performance to Compensation Actually Paid to our PEO and Non-PEO NEOs. We may determine a different financial performance measure to be the most important financial performance measure in future years. Mr. Brink was not included in this calculation as a result of his resignation from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective January 2, 2023.

  70. Pay Versus Performance Table

    Pay Versus Performance Table Carlos R. Quezada was our Principal Executive Officer (“PEO”) for 2024 and 2023 beginning June 21, 2023.

  71. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 | | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | TSR(5) | Former Peer Group TSR(6) | 2024 Peer Group TSR(6) | Net Income | Adjusted Diluted EPS(7) | | 2024 | $4,294,842 | $7,268,313 | $1,529,905 | $2,492,783 | $166.97 | $181.02 | $181.02 | $32,953,213 | $2.65 | | 2023 | $2,812,587 | $2,422,461 | $1,217,490 | $1,035,873 | $103.16 | $150.17 | $150.44 | $33,412,785 | $2.19 |

  72. Pay Versus Performance Table

    The individuals comprising the Non-PEO NEOs for 2024 are listed below:

  73. Pay Versus Performance Table

    | 2024 | | Steven D. Metzger | | L. Kian Granmayeh(8) | | Kathryn Shanley | | Rob Franch | | Shane Pudenz |

  74. Pay Versus Performance Table

    (1) The dollar amounts reported for Mr. Quezada under “Summary Compensation Table Total” are the amounts of total compensation reported for Mr. Quezada for each corresponding year in the “Total” column of the Summary Compensation Table as reflected on page 39. (2) The dollar amounts reported for Mr. Quezada under “Compensation Actually Paid” represent the amount of “compensation actually paid” to Mr. Quezada, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Quezada during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Quezada’s’ total compensation for each year to determine the compensation actually paid:

  75. Pay Versus Performance Table

    | | Carlos R. Quezada | | | 2024 | | Total Compensation as reported in SCT | $4,294,842 | | Fair value of equity awards granted during fiscal year | (1,599,458) | | Fair value of equity compensation granted in current year-value at end of year-end | 2,987,018 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 838,606 | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 747,305 | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | | Compensation Actually Paid to PEO | $7,268,313 |

  76. Pay Versus Performance Table

    (3) The dollar amounts reported under Average Summary Compensation Total for non-PEO NEOs represent the average of the amounts reported for the Company’s NEOs as a group (excluding any individual serving as our CEO for such year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are shown in the table above. The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding any individual serving as our CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ total compensation for each year to determine the compensation actually paid:

  77. Pay Versus Performance Table

    | | NEO Averages | | | 2024 | | Total Compensation as reported in SCT | $1,529,905 | | Fair value of equity awards granted during fiscal year | (511,754) | | Fair value of equity compensation granted in current year-value at end of year-end | 955,687 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 262,773 | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 271,535 | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | (15,363) | | Compensation Actually Paid to NEO | $2,492,783 |

  78. Pay Versus Performance Table

    (5) See footnote 5 to the former PEO table with respect to our Total Shareholder Return definition. (6) See footnote 6 to the former PEO table with respect to our Former Peer Group and 2024 Peer Group definitions. (7) See footnote 7 to the former PEO table with respect to our Adjusted Diluted Earnings Per Share definition. (8) Mr. Granmayeh was not included in this calculation as a result of his resignation from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective July 1, 2024.

  79. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay Versus Performance Table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay Versus Performance Table.

  80. Analysis of the Information Presented in the Pay Versus Performance Table

    | Compensation vs Total Shareholder Return |

  81. Analysis of the Information Presented in the Pay Versus Performance Table

    | Compensation vs Net Income |

  82. Analysis of the Information Presented in the Pay Versus Performance Table

    | Compensation vs Adjusted Diluted EPS |

  83. Analysis of the Information Presented in the Pay Versus Performance Table

    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICERS’ COMPENSATION In accordance with Schedule 14A of the Exchange Act, and as a matter of good corporate governance, we seek your vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers, as disclosed in this Proxy Statement under “Compensation Discussion and Analysis” and “Executive Compensation.” We urge our shareholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which describes in more detail how our Named Executive Officers’ compensation policies and programs operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative appearing under the “Executive Compensation” section of this Proxy Statement, which provide detailed information on the compensation of our Named Executive Officers. Our Compensation Committee believes that the policies and programs articulated in the “Compensation Discussion and Analysis” section are effective in achieving our goals and that the compensation of our Named Executive Officers reported in this Proxy Statement has contributed to our high performance culture. Accordingly, we are asking our shareholders to indicate their support for our Named Executive Officers’ compensation as described in this Proxy Statement by voting “FOR” the following resolution: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Carriage’s Named Executive Officers, as disclosed in the Proxy Statement for the 2025 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC (including, but not limited to, the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables, notes and narrative).” This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. This vote is advisory and, therefore, not binding on us, our Board, or our Compensation Committee. Although the vote is non-binding, our Board and our Compensation Committee value the opinions of our shareholders and will carefully consider the outcome of the advisory vote on Named Executive Officer compensation when making future compensation decisions.

  84. Analysis of the Information Presented in the Pay Versus Performance Table

    | FOR THE REASONS STATED ABOVE, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION, AS DISCLOSED IN THIS PROXY STATEMENT. |

  85. Analysis of the Information Presented in the Pay Versus Performance Table

    AUDIT COMMITTEE REPORT The Audit Committee of the Board (the “Audit Committee”) of the Company is comprised of five directors, each of whom has been determined by our Board to be independent and financially literate under the NYSE’s listing standard requirements and the rules and regulations of the SEC. The Audit Committee’s responsibilities are set forth in the Audit Committee Charter, available on our website at www.carriageservices.com. As set forth in the Audit Committee Charter, the Audit Committee assists our Board in fulfilling its oversight regarding, among other things: • the integrity of our financial statements, including the adequacy and effectiveness of the Company’s financial reporting and disclosure controls and procedures; • the engagement of the Company’s independent registered public auditor, including its qualifications, independence and performance; • the performance, function and design of the Company’s internal audit function; and • the compliance by the Company with legal and regulatory requirements. With respect to the Company’s financial reporting process, Company management is responsible for establishing and maintaining internal controls and preparing the Company’s financial statements. Our independent registered public accounting firm for the fiscal year ended December 31, 2024, Grant Thornton LLP, is responsible for auditing these financial statements. It is the responsibility of the Audit Committee to oversee these activities. The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2024 with Company management. The Audit Committee has discussed with Grant Thornton LLP the matters required to be discussed under the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. Additionally, the Audit Committee has received the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the PCAOB regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton LLP their independence. Based on the Audit Committee’s review and discussions with management and Grant Thornton LLP referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. Audit Committee Dr. Edmondo Robinson, Chair Chad Fargason Douglas B. Meehan Donald D. Patteson, Jr. Julie Sanders Somer Webb RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP