DEF 14A of Carriage Services Inc, Mar 27, 2026

DEF 14A of Carriage Services Inc

Filed Mar 27, 2026 · FY20250001104659-26-036092

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | Douglas B. Meehan Miri Capital Management Age: 54 Director since 2018 (Class III) Committees: • Audit • Compensation • Corporate Governance | Douglas B. Meehan currently serves as an advisor for Miri Capital Management, a privately owned investment firm focused on investments in software, industrial and business services, and financial platforms, which he joined in March 2026. Prior to joining Miri Capital Management, he served as the Co-Chief Investment Officer for van Biema Value Partners, LLC, an investment management firm, from 2012 through 2025. 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. |

  3. Nominees for Director

    | 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: 80 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. |

  4. Nominees for Director

    You may not cumulate your votes in the election of the Class III 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.

  5. BOARD RECOMMENDATION

    BOARD RECOMMENDATION

  6. BOARD RECOMMENDATION

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

  7. Continuing Directors

    Continuing Directors

  8. Continuing Directors

    | Chad Fargason Principal, ArcVest, LLC Age: 53 Director since 2023 (Class II) Committees: • Audit • Compensation • Corporate Governance | Chad Fargason currently serves as as Principal for ArcVest, LLC, a fiduciary investment advisory firm dedicated to helping clients grow and protect their wealth, which he joined in October 2025. Prior to joining ArcVest, he served as Chief Business Officer for Shiftsmart, Inc., a privately held workforce solutions company, from March 2025 to July 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. |

  9. Continuing Directors

    | Carlos R. Quezada Vice Chair of the Board and CEO Age: 55 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. |

  10. Continuing Directors

    | 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: 50 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. 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. |

  11. Continuing Directors

    | Julie Sanders Senior Vice President and Chief Audit Executive of Dell Technologies Age: 57 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 Former Chief Financial Officer of iFit, Inc. Age: 47 Director since 2023 (Class I) Committees: • Audit • Compensation (Chair) • Corporate Governance | Somer Webb most recently served as Chief Financial Officer (“CFO”) of iFit, Inc., a leading health and fitness platform offering fitness experiences across a range of connected fitness hardware and is the #1 provider of large exercise equipment in the United States, from May 2025 to November 2025. Prior to her CFO appointment with iFit, Inc., she previously served as CFO for Authority Brands, a leading home service franchise brands company that includes 15 brands operated across more than 2,000 locations, from January 2024 to April 2025. Prior to that, 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 17 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 six (6) regularly scheduled meetings and acted by unanimous written consent five (5) additional times during calendar year 2025. 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 2025 Annual Meeting of Shareholders. 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 2025 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 2025:

  18. Director Compensation Table

    | Name | Fees Paid in Cash | Fee Paid in Stock(5) | Total | | Donald D. Patteson, Jr.(1) | $185,000 | $— | $185,000 | | Chad Fargason(2) | $168,000 | $— | $168,000 | | Douglas B. Meehan | $150,000 | $— | $150,000 | | Julie Sanders(3) | $127,214 | $47,786 | $175,000 | | Dr. Edmondo Robinson(4) | $67,032 | $99,968 | $167,000 | | Somer Webb | $66,155 | $98,845 | $165,000 |

  19. Director Compensation Table

    (1) Mr. Patteson received a fee of $15,000 related to his participation on a special committee during 2024, which concluded in early 2025. Mr. Patteson’s fees also include a prorated annual retainer paid for his service as the Non-Executive Chair of the Board, which began on February 24, 2025, along with a prorated annual retainer paid for his service as the Chair of the Audit Committee, which concluded on February 24, 2025. (2) Mr. Fargason received a fee of $15,000 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 concluded on February 24, 2025. (3) Ms. Sanders received a fee of $15,000 related to her participation on a special committee during 2024, which concluded in early 2025. (4) Dr. Robinson’s fees also include a prorated annual retainer paid for his service as the Chair of the of the Audit Committee, which began on February 24, 2025. (5) 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 31, 2025 | | | | | | | | Number of shares | — | — | — | 610 | 618 | 638 | | Stock price | $— | $— | $— | $38.75 | $38.75 | $38.75 | | June 30, 2025 | | | | | | | | Number of shares | — | — | — | 556 | 173 | 540 | | Stock price | $— | $— | $— | $45.74 | $45.74 | $45.74 | | September 30, 2025 | | | | | | | | Number of shares | — | — | — | 572 | 179 | 555 | | Stock price | $— | $— | $— | $44.54 | $44.54 | $44.54 | | December 31, 2025 | | | | | | | | Number of shares | — | — | — | 601 | 188 | 584 | | Stock price | $— | $— | $— | $42.30 | $42.30 | $42.30 |

  21. Director Compensation Table

    APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS We are submitting for shareholder approval an amendment to our Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to remove the classification of the Board and to provide for the annual election of directors at the 2027 Annual Meeting of Shareholders. Our Restated Certificate currently provides that the Company’s directors are divided into three classes, with the term of one class expiring at each annual meeting and the directors in each class serving a three-year term. As previously communicated to our shareholders, our Board committed to the declassification of the board of directors as part of our commitment to continual improvement of our corporate governance practices. Accordingly, on February 25, 2026, our Board, upon recommendation from our Corporate Governance Committee, adopted an amendment to our Restated Certificate (the “Declassification Amendment”) that would provide for the annual election of all directors, subject to the approval of this proposal by our shareholders at the Annual Meeting. For reasons more fully outlined below, the Board recommends that shareholders approve the Declassification Amendment. The Declassification Amendment to our Restated Certificate proposed by this Proposal No. 2 is included with this Proxy Statement as Appendix A. This description of such amendments is qualified in its entirety by reference to the text of the Declassification Amendment as set forth in Appendix A. To the extent there is a conflict between this summary and the actual terms of the Declassification Amendment and our Restated Certificate, the terms of the Declassification Amendment and our Restated Certificate will govern

  22. Compensation Philosophy and Practices

    | What We Do | | Pay for Performance • All of our 2025 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 beginning on pages 38 and 39, respectively, for additional details). • Our CEO’s and NEO’s 2025 annual cash incentive was made in connection with the achievement of a predetermined Adjusted Consolidated EBITDA growth target. • Our 2025 long-term incentive program is designed to both retain our executive talent and incentive leadership to focus on long-term value creation. We believe this program 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 27, 2026, 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 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 achievement of 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. | | | LTI Bridge Award: | Interim bridge award (for 2025 and 2026 only), payable in cash, based entirely on achievement of financial metrics approved by the Compensation Committee. | Addresses two-year LTI compensation program gap related to the award of new three-year PSU awards. |

  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 $3.2 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 2025 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 $41.54 using the closing stock price on the grant date, and performance awards which were valued at $38.89 per share calculated using the closing stock price on the grant date (refer to “Long-Term Equity-Based Incentives” on page 39 for additional details). A portion of the 2025 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, 77% of Mr. Quezada’s total direct compensation and, on average 72% of our other NEOs total direct compensation, is variable and directly affected by both the Company’s and each NEOs’ performance.

  28. Annual Cash Incentive Bonuses

    Annual Cash Incentive Bonuses Our annual cash incentive bonus payment is based entirely on achievement of financial metrics approved by the Compensation Committee, which for 2025 was a previously approved Adjusted Consolidated EBITDA growth target of four (4%) to achieve 100% of the target payout. Annual cash incentive bonus payout results may be at or below the target based on the Company’s actual performance and the discretion of the Compensation Committee. There is no guaranteed minimum payout and payouts are capped at 200% of each NEO’s target award.

  29. Other Named Executive Officers

    | Named Executive Officers | Annual Base Salary | Target(1) | Target Payout | % Payout of Target | Individual 2025 Bonus Paid(2) | | | | | | | | Amount Paid | % of Salary | | Carlos R. Quezada | $850,000 | 125% | $1,062,500 | 101% | $1,069,938 | 126% | | Steven D. Metzger | $625,000 | 125% | $781,250 | 101% | $786,719 | 126% | | John Enwright | $425,000 | 75% | $318,750 | 101% | $320,981 | 76% | | Kathryn Shanley | $340,000 | 50% | $170,000 | 101% | $171,190 | 50% | | Rob Franch | $365,000 | 50% | $182,500 | 101% | $183,778 | 50% |

  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 financial performance 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 2025 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 | $850,000 | 200% | $1,599,986 | 188% | | Steven D. Metzger | $625,000 | 175% | $1,050,000 | 168% | | John Enwright | $425,000 | 150% | $637,489 | 150% | | Kathryn Shanley | $340,000 | 150% | $487,488 | 143% | | Rob Franch | $365,000 | 150% | $547,506 | 150% |

  33. Annual Long-Term Incentive Grants

    (1) Target is based on a percentage of base salary in effect in 2024. 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 grant of long-term incentive awards to our NEOs, which consists half (50%) of restricted stock units and the other half (50%) in the form of performance share units:

  34. Annual Long-Term Incentive Grants

    | Long-Term Incentive Element | Grant Date | Vesting Period/Term | Grant/Exercise Price | | Restricted Stock Units (“RSUs”) | February 19, 2025 | 3-year vest | $41.54 | | Performance Share Units (“PSUs”) | March 07, 2025 | These awards will vest (if at all) provided certain predetermined performance metrics related to the Company’s adjusted consolidated EBITDA are achieved during the period commencing on March 7, 2025 through March 31, 2028, subject to certification by the Compensation Committee of the Board and the individual remaining continuously employed by the Company through such date. | $38.59 |

  35. Annual Long-Term Incentive Grants

    Our Compensation Committee believes that this element of our long-term incentive program, along with the current mix of RSUs and PSUs, 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. 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 2025 Annual Report on Form 10-K.

  36. Interim Long-Term Incentive Compensation Bridge Award

    Interim Long-Term Incentive Compensation Bridge Award As a result of our long-term incentive program including a mix of PSU awards beginning in 2025, our Compensation Committee recognized there would be a two-year long-term incentive compensation program gap during 2025 and 2026 related to the new three-year PSU awards discussed above. As a result, the Compensation Committee determined it was appropriate to implement an interim bridge award for 2025 and 2026 (only), payable in cash, in connection with the Company’s achievement of a previously approved Annual Revenue target, which excludes the impact of any acquisitions. For 2025, the table below sets forth the cash payment made to our NEOs under the Interim Long-Term Compensation Bridge Award, which was determined at the Compensation Committee meeting held in February 2026, and was made entirely in connection with the Company’s achievement of a previously approved Annual Revenue target:

  37. Interim Long-Term Incentive Compensation Bridge Award

    | Named Executive Officers | LTI Bridge Award Payout | | Carlos R. Quezada | $248,991 | | Steven D. Metzger | $163,404 | | John Enwright | $99,207 | | Kathryn Shanley | $75,871 | | Rob Franch | $85,203 |

  38. 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 and performance awards is determined using the stock price on the grant date. More detailed information and related assumptions regarding the 2025 long-term incentive grants are set forth in Note 17, Shareholder’s Equity, to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K.

  39. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation for the fiscal years ended December 31, 2025, 2024, and 2023, with respect to our NEOs:

  40. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(2) | Option Awards(3) | Non-equity Incentive plan Compensation(4) | All Other Compensation(5) | Total | | Carlos R. Quezada CEO & Vice Chair of the Board (Principal Executive Officer) | 2025 | $850,000 | $— | $1,599,986 | $— | $1,318,929 | $90,283 | $3,859,198 | | | 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 | | Steven D. Metzger President & Chief Operating Officer | 2025 | $625,000 | $— | $1,050,000 | $— | $950,123 | $63,849 | $2,688,972 | | | 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 | | John Enwright Senior Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) | 2025 | $425,000 | $— | $637,489 | $— | $420,188 | $20,289 | $1,502,966 | | | 2024 | $— | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— | $— | | Kathryn Shanley(1) Chief Accounting Officer (Interim Principal Financial Officer and Principal Accounting Officer) | 2025 | $340,000 | $— | $487,488 | $— | $247,061 | $16,586 | $1,091,135 | | | 2024 | $244,000 | $284,375 | $— | $— | $— | $5,000 | $533,375 | | | 2023 | $— | $— | $— | $— | $— | $— | $— | | Rob Franch Chief Information Officer | 2025 | $365,000 | $— | $547,506 | $— | $268,981 | $21,600 | $1,203,087 | | | 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 |

  41. Summary Compensation Table

    (1) In connection with the resignation of our previous Executive Vice President, Chief Financial Officer & Treasurer, 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, John Enwright was appointed to serve as the Company’s Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer). Upon the effective date of Mr. Enwright’s appointment, Ms. Shanley transitioned back to serving as the Company’s Chief Accounting Officer. (2) Reflects the grant date fair value of restricted stock awards granted on February 19, 2025 and performance awards granted on March 7, 2025 computed in accordance with FASB ASC Topic 718. The value of these restricted stock awards and performance stock awards reflects the number of shares awarded multiplied by the grant price of $41.54 and $38.89, respectively, which was calculated using the closing price on 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 and the performance awards will vest, if at all, provided that certain predetermined performance metrics related to the Company’s adjusted consolidated EBITDA are achieved during the period commencing on the grant date through March 31, 2028. (3) Reflects the grant date fair value of option awards in accordance with FASB ASC Topic 718. The assumptions made for the valuation of the awards are set forth in Note 17, Shareholder’s Equity, to the Consolidated Financial Statements included in the 2025 Annual Report on Form 10-K. Reflects the annual cash incentive bonus payouts, which are metric based and not discretionary beginning in 2025, along with the interim long-term incentive compensation bridge award payouts. The following table describes each component of the “All Other Compensation” column for 2025 in the Summary Compensation Table with respect to our NEOs.

  42. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($)(1) | Dividends on Unvested Restricted Stock($)(2) | Perquisites and other Personal Benefits ($)(3) | Total All Other Compensation ($) | | Carlos R. Quezada | $5,586 | $20,253 | $64,444 | $90,283 | | Steven D. Metzger | $12,250 | $13,777 | $37,822 | $63,849 | | John Enwright | $11,831 | $2,589 | $5,869 | $20,289 | | Kathryn Shanley | $11,266 | $1,980 | $3,340 | $16,586 | | Rob Franch | $12,250 | $7,200 | $2,150 | $21,600 |

  43. Summary Compensation Table

    (1) The amounts represent matching contributions by the Company to the accounts of NEOs in our 401(k) Plan. (2) The amounts represent dividends on unvested restricted stock of NEOs. (3) 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, executive physicals for our NEOs, and fitness and club memberships for certain executives.

  44. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth plan-based awards granted in 2025 with the three lines pertaining to: • First line — Annual Performance-Based Incentive paid in cash • Second line — LTI Compensation Bridge Award paid in cash • Third line — Restricted stock units, granted February 19, 2025 • Fourth line — Performance share units, granted March 7, 2025

  45. Grants of Plan-Based Awards

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Carlos R. Quezada | — | 1,062,500 | 2,125,000 | — | — | — | — | — | $— | $— | | | 248,991 | — | — | — | — | — | — | — | $— | $— | | | — | — | — | — | — | — | 19,258 | — | $— | $799,977 | | | — | — | — | — | 20,731 | 41,462 | — | — | $— | $800,009 | | Steven D. Metzger | — | 781,250 | 1,562,500 | — | — | — | — | — | $— | $— | | | 163,404 | — | — | — | — | — | — | — | $— | $— | | | — | — | — | — | — | — | 12,638 | — | $— | $524,983 | | | — | — | — | — | 13,605 | 27,210 | — | — | $— | $525,017 | | John Enwright | — | 381,750 | 637,500 | — | — | — | — | — | $— | $— | | | 99,207 | — | — | — | — | — | — | — | $— | $— | | | — | — | — | — | — | — | 7,673 | — | $— | $318,736 | | | — | — | — | — | 8,260 | 16,520 | — | — | $— | $318,753 | | Kathryn Shanley | — | 170,000 | 340,000 | — | — | — | — | — | $— | $— | | | 75,871 | — | — | — | — | — | — | — | $— | $— | | | — | — | — | — | — | — | 5,867 | — | $— | $243,715 | | | — | — | — | — | 6,317 | 12,634 | — | — | $— | $243,773 | | Rob Franch | — | 182,500 | 365,000 | — | — | — | — | — | $— | $— | | | 85,203 | — | — | — | — | — | — | — | $— | $— | | | — | — | — | — | — | — | 6,590 | — | $— | $273,749 | | | — | — | — | — | 7,094 | 14,188 | — | — | $— | $273,757 |

  46. Grants of Plan-Based Awards

    (1) These are performance awards vest, if at all, provided that certain predetermined performance metrics related to the Company’s adjusted EBITDA are achieved during the period commencing on the grant date through March 31, 2028, subject to certification by the Compensation Committee of the Board and the individual remaining continuously employed by us through such date. The grant date fair value of the performance awards is the number of shares awarded on March 7, 2025 multiplied by the grant price of $38.59, which is the closing stock price on the grant date. (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 19, 2025 multiplied by the grant price of $41.54, which is the closing stock price on the grant date. Reflects the grant date fair value of the performance awards and the grant date fair value of the restricted stock awards.

  47. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End Awards Outstanding at December 31, 2025:

  48. 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(1) | 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(4) | | Carlos R. Quezada | 13,333 | — | — | $18.02 | 6/25/2030 | 45,888 | $1,941,062 | 20,731 | $876,921 | | | 40,000 | 10,000 | — | $34.79 | 2/17/2031 | — | — | — | — | | | 21,428 | 28,572 | — | $49.48 | 2/23/2032 | — | — | — | — | | | 21,000 | 10,500 | — | $32.69 | 2/22/2033 | — | — | — | — | | | 25,790 | 51,580 | — | $24.48 | 2/21/2034 | — | — | — | — | | Steven D. Metzger | 40,000 | 10,000 | — | $34.79 | 2/17/2031 | 30,978 | $1,310,369 | 13,605 | $575,492 | | | 17,144 | 22,856 | — | $49.48 | 2/23/2032 | — | — | — | — | | | 17,500 | 8,750 | — | $32.69 | 2/22/2033 | — | — | — | — | | | 16,920 | 33,840 | — | $24.48 | 2/21/2034 | — | — | — | — | | John Enwright | — | — | — | $— | — | 7,673 | $324,568 | 8,260 | $349,398 | | Kathryn Shanley | — | — | — | $— | — | 5,867 | $248,174 | 6,317 | $267,209 | | Rob Franch | 10,500 | 5,250 | — | $32.69 | 2/22/2033 | 16,150 | $683,145 | 7,094 | $300,076 | | | 8,460 | 16,920 | — | $24.48 | 2/21/2034 | — | — | — | — |

  49. Outstanding Equity Awards at Fiscal Year-End

    (1) 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. (2) Calculated using the closing price of our Common Stock on December 31, 2025, which was $42.30 per share. (3) At December 31, 2025, certain performance criteria had not been met for our 2025 performance-based stock awards. The performance period for these awards end on March 31, 2028, and as a result this column reflects the potential target payout of performance-based stock awards that will vest, if at all, provided the NEOs are continuously employed with the Company upon meeting the performance criteria. (4) Represents the dollar amount of performance-based stock awards that will vest, if at all, provided that certain predetermined performance metrics related to the Company’s adjusted consolidated EBITDA are achieved during the period commencing on March 7, 2025 through March 31, 2028 multiplied by $42.30, which is the closing price of our Common Stock on December 31, 2025.

  50. 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, 2025 with respect to our NEOs:

  51. 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 | — | $— | 71,930 | $2,880,577 | | Steven D. Metzger | — | $— | 67,380 | $2,695,164 | | John Enwright | — | $— | — | $— | | Kathryn Shanley | — | $— | — | $— | | Rob Franch | — | $— | 5,990 | $244,093 |

  52. Option Exercises and Stock Vestings

    (1) Includes vesting of certain 2020 long-term incentive awards that were outstanding at the end of 2024. Value realized on vesting is calculated using the closing price of our Common Stock on the date that the shares vested.

  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, 2025. Amounts reported with respect to equity-based awards are reported assuming the closing price of our Common Stock on December 31, 2025 of $42.30 per share.

  54. Potential Payments Upon Termination

    | Event | Carlos R. Quezada | Steven D. Metzger | John Enwright | Kathryn Shanley | Rob Franch | | Death or Disability | | | | | | | Base salary(1) | $850,000 | $625,000 | $425,000 | $340,000 | $365,000 | | Target annual bonus(2) | 1,062,500 | 781,250 | 318,750 | 170,000 | 182,500 | | Benefits continuation(3) | 51,370 | 15,937 | 51,370 | 42,760 | — | | Equity awards(4) | 3,913,144 | 2,648,077 | 673,966 | 515,383 | 1,335,188 | | Total | $5,877,014 | $4,070,264 | $1,469,086 | $1,068,143 | $1,882,688 | | Termination without cause (without a Corporate Change) | | | | | | | Cash severance(5) | $2,762,500 | $2,031,250 | $743,750 | $510,000 | $547,500 | | Benefits continuation(3) | 51,370 | 15,937 | 51,370 | 42,760 | — | | Equity awards(4) | — | — | — | — | — | | Total | $2,813,870 | $2,047,187 | $795,120 | $552,760 | $547,500 | | Termination without cause (following a Corporate Change) | | | | | | | Cash severance(6) | $5,737,500 | $2,812,500 | $1,487,500 | $1,020,000 | $1,095,000 | | Benefits continuation(3) | 51,370 | 15,937 | 51,370 | 42,760 | — | | Equity awards(4) | 3,913,144 | 2,648,077 | 673,966 | 515,383 | 1,335,188 | | Total | $9,702,014 | $5,476,514 | $2,212,836 | $1,578,143 | $2,430,188 |

  55. Potential Payments Upon Termination

    (1) Pursuant to the terms of employment agreements in effect on December 31, 2025, 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, 2025. 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, 2025. (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, 2025 upon death, disability, or involuntary termination without cause not within a corporate change period, or involuntary termination without cause within a corporate change period. (5) Amounts reflect cash severance payable under the terms of employment agreements in effect on December 31, 2025. 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. Enwright and Franch 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. (6) Amounts reflect cash severance payable under the terms of employment agreements in effect on December 31, 2025. 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.

  56. Pension Benefits

    Pension Benefits We do not sponsor a pension plan.

  57. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan In 2025, the Company entered into a Nonqualified Deferred Compensation Plan. The Nonqualified Deferred Compensation Plan is a supplemental retirement and deferred compensation plan for our executive officers and certain other employees, in which certain NEOs participate, that allows participating employees who have compensation above the statutory ceiling to defer a portion of their base salary and incentive compensation. The Nonqualified Deferred Compensation Plan allows for a participant to defer portions of his or her base salary (up to 80%) and annual performance-based incentives paid in cash (up to 100%). Distributions from the Plan are paid out in cash based on the deferral election specified by the participant. There is no guaranteed rate of return under the plan and participants make investment elections for their deferrals. The Company did not make any discretionary contributions to the Nonqualified Deferred Compensation Plan in 2025.

  58. Nonqualified Deferred Compensation Plan

    | | NEO Contributions in Last FY(1) | Registrant Contributions in Last FY | Aggregate Earnings in Last FY(2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Carlos R. Quezada | $— | $— | $— | $— | $— | | Steven D. Metzger | $10,846 | $— | $1,447 | $— | $12,293 | | John Enwright | $— | $— | $— | $— | $— | | Kathryn Shanley | $58,731 | $— | $5,747 | $— | $64,478 | | Rob Franch | $— | $— | $— | $— | $— |

  59. Nonqualified Deferred Compensation Plan

    (1) Participating NEO contributions in 2025 were deferred from their base salary, which is included in current year in the Summary Compensation Table. As this is the first year of the Nonqualified Deferred Compensation Plan, no compensation from prior years was deferred into the plan. (2) The earnings reflect the returns of the measurement funds selected by the participating NEOs and are not included in the Summary Compensation Table. For 2025, the available measurement funds and their respective returns were as follows:

  60. Nonqualified Deferred Compensation Plan

    | Fund Name | 2025 Calendar Year Return | | American Fds 2035 Tgt Dt Retire R6 | 17.17% | | Fidelity Large Cap Value Index | 15.89% | | Fidelity 500 Index | 17.86% | | Fidelity Blue Chip Growth K | 19.99% | | Fidelity Mid Cap Index | 10.57% |

  61. 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, 2025; (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, 2025, our employee population consisted of 2,372 individuals with all of these individuals located in the United States. This population consisted of 1,179 full-time and 1,193 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, 2025, 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 2025. 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 565 employees who were hired in 2025, but did not work for us the entire fiscal year. This population consisted of 235 full-time and 330 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 2025 in accordance with Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of approximately $26,996. • 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 2025 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, 2025: • 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 $26,996 and • The annual total compensation for our CEO, as reported in the Summary Compensation Table included in this Proxy Statement was $3,859,198. Based on this information, for 2025, the ratio of the annual total compensation of Mr. Quezada to the annual total median compensation of all other employees was 143 to 1.

  62. 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, 2025, 2024, 2023, 2022, and 2021, and our financial performance for each such fiscal year as calculated in accordance with SEC rules:

  63. 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.

  64. 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) | Peer Group TSR(6) | Net Income (in thousands) | Adjusted Diluted EPS(7) | | 2023 | $4,061,994 | $3,029,501 | $1,483,339 | $1,266,971 | $83 | $145 | $33,413 | $2.19 | | 2022 | $3,388,869 | $(11,180,443) | $1,542,473 | $(2,833,284) | $90 | $142 | $41,381 | $2.61 | | 2021 | $5,346,781 | $20,948,505 | $1,941,742 | $6,205,152 | $208 | $145 | $33,159 | $3.02 |

  65. Pay Versus Performance Table

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

  66. Pay Versus Performance Table

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

  67. 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:

  68. Pay Versus Performance Table

    | | Melvin C. Payne | | | | | 2021 | 2022 | 2023 | | Total Compensation as reported in SCT | $5,346,781 | $3,388,869 | $4,061,994 | | Fair value of equity awards granted during fiscal year | (3,204,500) | (1,390,400) | (1,786,057) | | Fair value of equity compensation granted in current year-value at end of year-end | 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 | 1,603,605 | (677,628) | 214,901 | | 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 | 8,677,119 | (12,980,484) | (771,806) | | Compensation Actually Paid to PEO | $20,948,505 | $(11,180,443) | $3,029,501 |

  69. Pay Versus Performance Table

    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:

  70. Pay Versus Performance Table

    | | NEO Averages | | | | | 2021 | 2022 | 2023 | | Total Compensation as reported in SCT | $1,941,742 | $1,542,473 | $1,483,339 | | Fair value of equity awards granted during fiscal year | (1,145,393) | (673,475) | (497,151) | | Fair value of equity compensation granted in current year-value at end of year-end | 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 | 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 | 2,162,162 | (3,724,388) | (137,336) | | Compensation Actually Paid to NEO | $6,205,152 | $(2,833,284) | $1,266,971 |

  71. 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 2020, 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 Peer Group consists of SCI and Matthews. We assumed the Peer Group was $100 on the last trading day of December 2020, and that all dividends were reinvested. Performance data for the Peer Group is provided as of the last trading day of each of our last five fiscal years. (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. (8) 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.

  72. Pay Versus Performance Table

    Pay Versus Performance Table Carlos R. Quezada was our Principal Executive Officer (“PEO”) for 2025, 2024, and 2023 beginning June 21, 2023.

  73. 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) | Peer Group TSR(6) | Net Income (in thousands) | Adjusted Diluted EPS(7) | | 2025 | $3,859,198 | $3,968,608 | $1,621,540 | $1,651,465 | $144 | $167 | $51,507 | $3.20 | | 2024 | $4,294,842 | $7,268,313 | $1,529,905 | $2,492,783 | $134 | $169 | $32,953 | $2.65 | | 2023 | $2,812,587 | $2,422,461 | $1,217,490 | $1,035,873 | $83 | $145 | $33,413 | $2.19 |

  74. Pay Versus Performance Table

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

  75. Pay Versus Performance Table

    | 2024 | 2025 | | Steven D. Metzger | Steven D. Metzger | | L. Kian Granmayeh(8) | John Enwright | | Kathryn Shanley | Kathryn Shanley | | Rob Franch | Rob Franch | | Shane Pudenz | |

  76. Pay Versus Performance Table

    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 42. 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:

  77. Pay Versus Performance Table

    | | Carlos R. Quezada | | | | 2024 | 2025 | | Total Compensation as reported in SCT | $4,294,842 | $3,859,198 | | Fair value of equity awards granted during fiscal year | (1,599,458) | (1,599,986) | | Fair value of equity compensation granted in current year-value at end of year-end | 2,987,018 | 1,691,535 | | 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 | (8,011) | | 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 | 25,872 | | Compensation Actually Paid to PEO | $7,268,313 | $3,968,608 |

  78. 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. (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 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:

  79. Pay Versus Performance Table

    | | NEO Averages | | | | 2024 | 2025 | | Total Compensation as reported in SCT | $1,529,905 | $1,621,540 | | Fair value of equity awards granted during fiscal year | (511,754) | (680,621) | | Fair value of equity compensation granted in current year-value at end of year-end | 955,687 | 719,565 | | 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 | (916) | | 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 | $(8,103) | | 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 | $1,651,465 |

  80. 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 Peer Group definition. (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.

  81. 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.

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

    | Compensation vs Total Shareholder Return |

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

    | Compensation vs Net Income |

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

    | Compensation vs Adjusted Diluted EPS |

  85. 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.

  86. 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. |

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

    SECOND AMENDMENT TO THE AMENDED AND RESTATED CARRIAGE SERVICES, INC. 2017 OMNIBUS INCENTIVE PLAN On February 25, 2026, upon the recommendation of the Compensation Committee, the Board approved an amendment (the “Second Amendment”) to our Carriage Services, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”), to extend the termination date of the 2017 Plan and directed that the matter be submitted to the shareholders of the Company for their approval at the Annual Meeting. If approved by our shareholders, the Second Amendment would extend the termination date of the 2017 Plan five (5) years from May 13, 2026, the effective date of the Second Amendment, to May 13, 2031. Currently, the 2017 Plan will terminate on May 18, 2027, the ten-year anniversary of the Effective Date of the 2017 Plan. The Second Amendment does not materially amend any of other terms or provisions of the 2017 Plan. To the extent shareholders do not approve this Proposal No. 4, the 2017 Plan will continue as if the Second Amendment did not apply and was not adopted by the Board.