DEF 14A of Carriage Services Inc, Mar 29, 2024

DEF 14A of Carriage Services Inc

Filed Mar 29, 2024 · FY20230001193125-24-082023

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | Julie Sanders Senior Vice President and Chief Audit Executive of Dell Technologies Age: 55 Director since 2023 (Class I) Committees: • Compensation • Audit • Corporate Gov. | 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. | | Somer Webb Chief Financial Officer of Authority Brands Age: 45 Director since 2023 (Class I) Committees: • Compensation (Chair) • Audit • Corporate Gov. | 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. |

  3. Nominees for Director

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

  4. BOARD RECOMMENDATION

    BOARD RECOMMENDATION

  5. BOARD RECOMMENDATION

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

  6. Continuing Directors

    Continuing Directors

  7. Continuing Directors

    | Chad Fargason Non-Executive Chairman of the Board and Senior Portfolio Manager for Vaughn Nelson Investment Management Age: 51 Director since 2023 (Class II) Committees: • Compensation • Audit • Corporate Gov. (Chair) | Chad Fargason currently serves as Senior Portfolio Manager for Vaughan Nelson Investment Management, an investment manager with approximately $15 billion under management. Mr. Fargason has been with Vaughan Nelson for more than ten years. Prior to joining Vaugh 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 serves as our Chairman of the Board and 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. | | Douglas B. Meehan Co-Chief Investment Officer for van Biema Value Partners, LLC Age: 52 Director since 2018 (Class III) Committees: • Compensation • Audit • Corporate Gov. | 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. |

  8. Continuing Directors

    | Donald D. Patteson, Jr. Former Chairman of the Board of Directors and Chief Executive Officer of Sovereign Business Forms, Inc. (“Sovereign”) Age: 78 Director since 2011 (Class III) Committees: • Compensation • Audit (Chair) • Corporate Gov. | 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 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. | | Melvin C. Payne Co-Founder of Carriage, Former Executive Chairman of the Board and Former CEO Age: 81 Director since 1991 (Class I) Committees: • None | Melvin C. Payne, co-founder of Carriage, has been a director since our inception in 1991 and currently serves as a special advisor to the Board and the Company. Mr. Payne was previously our Chairman from December 1996 until February 2024, and previously served as our CEO until June 21, 2023. Prior to co-founding Carriage, Mr. Payne held a variety of financial and executive leadership roles, including serving as an Executive Vice President for WEDGE Group where he focused on leveraged buyouts; serving as Chief Financial Officer and then President and Chief Executive Officer for Independent Refining Company; serving as Head of the Chemical Division for Texas Commerce Bank; and overseeing the analysis and private placement of industrial and commercial loans at Prudential Insurance Company. Additional Qualifications: Mr. Payne, a Vietnam Veteran, earned a B.S. in Chemical Engineering from Mississippi State University and an M.B.A. from Tulane University. As co-founder and prior CEO, Mr. Payne brings to the Board a unique knowledge of the Company, along with his passion for our Company. |

  9. Continuing Directors

    | Carlos R. Quezada Vice Chairman of the Board and CEO Age: 53 Director since 2022 (Class II) Committees: • None | Carlos R. Quezada was named our Chief Executive Officer in June 2023 and also serves as our Vice Chairman 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, Carlos R. Quezada was a Managing Director at Service Corporation International (“SCI”) from 2009 to 2020. At SCI, he played influential roles in both sales and operations, reinforcing his expertise in these areas. Additional Qualifications: Mr. Quezada’s professional experience spans more than two decades in the hospitality industry, holding diverse leadership positions, including Chief Executive Officer, President, and Chief Operating Officer for privately held multi-unit entities in the sector, providing the Board with executive and operational experience and insight. |

  10. Continuing Directors

    BOARD LEADERSHIP & CORPORATE GOVERNANCE

  11. Compensation Committee

    | • | recommend to our Board non-employee director compensation plans, policies and programs; |

  12. Director Compensation Table

    Director Compensation Table The following table sets forth a summary of the compensation we paid to our non-employee directors in 2023:

  13. Director Compensation Table

    | Name | Fees Paid in Cash | Fee Paid in Stock(5) | Stock Awards(6) | Total | | Barry K. Fingerhut(1) | $45,488 | $36,197 | $ — | $81,685 | | Chad Fargason(2) | $4,053 | $72,431 | $25,007 | $101,491 | | Donald D. Patteson, Jr. | $160,000 | $ — | $ — | $160,000 | | Douglas B. Meehan | $91 | $139,909 | $ — | $140,000 | | Dr. Achille Messac(1) | $30,328 | $36,197 | $ — | $66,525 | | Julie Sanders(3) | $60,890 | $ — | $24,980 | $85,870 | | Somer Webb(4) | $46 | $70,877 | $25,000 | $95,924 |

  14. Director Compensation Table

    | (1) Reflects compensation paid to Messrs. Fingerhut and Messac through June 15, 2023 and July 24, 2023, respectively, the effective date of their respective resignations as a member of the Board. |

  15. Director Compensation Table

    | (2) On June 21, 2023, our Board elected Chad Fargason 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 Mr. Fargason 910 shares of our Common Stock at the closing price on the grant date of $27.48, which vested immediately. |

  16. Director Compensation Table

    | (3) On July 25, 2023, our Board elected Julie Sanders 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 her appointment, the Board issued Ms. Sanders 743 shares of our Common Stock at the closing price on the grant date of $33.62, which vested immediately. To facilitate a class realignment of the Board, on March 7, 2024, Ms. Sanders resigned from the Board as a Class II director, and, effective March 7, 2024, was re-elected by the Board to serve as a Class I director until the Company’s 2024 Annual Meeting of Shareholders. Ms. Sanders did not receive any additional compensation as a result of her resignation and subsequent appointment. |

  17. Director Compensation Table

    | (4) On July 5, 2023, our Board elected Somer Webb to serve as a Class I Director until the 2024 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 her appointment, the Board issued Ms. Webb 769 shares of our Common Stock at the closing price on the grant date of $32.51, which vested immediately. |

  18. Director Compensation Table

    | (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: |

  19. Director Compensation Table

    | | Barry K. Fingerhut | Chad Fargason | Donald D. Patteson, Jr. | Douglas B. Meehan | Dr. Achille Messac | Julie Sanders | Somer Webb | | March 31, 2023 | | | | | | | | | Number of shares | 1,186 | — | — | 1,146 | 1,186 | — | — | | Stock price | $30.52 | $ — | $ — | $30.52 | $30.52 | $ — | $ — | | June 30, 2023 | | | | | | | | | Number of shares | — | — | — | 1,077 | — | — | — | | Stock price | $ — | $ — | $ — | $32.47 | $ — | $ — | $ — | | September 30, 2023 | | | | | | | | | Number of shares | — | 1,282 | — | 1,238 | — | — | 1,227 | | Stock price | $ — | $28.25 | $ — | $28.25 | $ — | $ — | $28.25 | | December 31, 2023 | | | | | | | | | Number of shares | — | 1,448 | — | 1,399 | — | — | 1,448 | | Stock price | $ — | $25.01 | $ — | $25.01 | $ — | $ — | $25.01 |

  20. Director Compensation Table

    | (6) Reflects the new independent director grant of $25,000 payable in unrestricted shares of our Common Stock upon being elected a member of the Board. The fair value is based on the closing stock price on the last trading day of the respective period as follows: |

  21. Director Compensation Table

    | | Chad Fargason | Julie Sanders | Somer Webb | | June 21, 2023 | | | | | Number of shares | 910 | — | — | | Stock price | $27.48 | $ — | $ — | | July 5, 2023 | | | | | Number of shares | — | — | 769 | | Stock price | $ — | $ — | $32.51 | | July 25, 2023 | | | | | Number of shares | — | 743 | — | | Stock price | $ — | $33.62 | $ — |

  22. Director Compensation Table

    SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS

  23. Compensation Philosophy and Practices

    | • | to provide transparency between pay, commensurate with individual and team contribution, and our annual and long-term Company performance; |

  24. Compensation Philosophy and Practices

    | What We Do | | ✔ Pay for Performance • A significant portion of 2023 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 2023 annual cash incentive was made at the discretion of the Compensation Committee because the CEO sets the long-term vision and intermediate-term strategy for Carriage and should be judged on the annual progress towards those goals versus short-term performance metrics. • Our 2023 long-term incentive program is discretionary, but takes into consideration long-term operating and financial metrics that we believe will lead to significant shareholder value creation, if achieved. • All future short-term and long-term incentive plans will be entirely conditioned upon the achievement of key financial metrics. ✔ 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 29, 2024, 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. |

  25. Elements of Compensation

    | Pay Element | | Description | Purpose | | Base Salary | | Fixed compensation, subject to annual review and change due to responsibility, performance, and strategic performance. | Provide competitive base pay to hire and retain key talent. Reflect roles, responsibilities, experience and performance. | | Short-Term Incentives | | Annual cash performance payment. For all NEOs, this award is currently made at the discretion of the Compensation Committee and varies to the degree we achieve our annual financial, operational and strategic performance goals and to the extent to which the executive officer contributes to the achievement. | Provide market competitive cash incentive opportunities that will motivate our executives to achieve and exceed annual financial goals that support our high performance standards. Align management and shareholder interests by linking pay and performance. | | 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. | | | Stock Options: | The executive only realizes the potential appreciation in our stock price above the exercise price for stock options. | Encourage executive share ownership and share price appreciation. | | | Performance Shares: | The number of performance shares earned by an executive officer, if any, is based on performance over a multi-year period against specific financial and performance goals. | Encourage retention of executives who enhance our ability to create long-term shareholder value. Motivate executives to deliver long-term sustained growth and strong total shareholder return. | | Retirement and Other Benefits | | Group health and welfare benefit programs and tax-qualified retirement plans. NEOs may be reimbursed for executive physicals and fitness club dues. | Provide for current and future needs of the executives and their families. Enhance recruitment and retention. | | 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 terms of three years. 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. Compensation Evaluation Process

    | • | developing recommendations for executive officer’s short-term and long-term incentive plans for consideration by our Compensation Committee and reporting to our Compensation Committee regarding achievement against these plans; |

  28. Compensation Evaluation Process

    | • | preparing long-term incentive award recommendations for our Compensation Committee’s approval; and |

  29. Compensation Evaluation Process

    Given our unique organizational culture and the particular sector in which we belong, there are few direct, public company peers. We will review market compensation and direct peer group data in connection with our internal review of the roles and responsibilities of each of our executive positions in order to determine competitive pay levels for each executive officer of the Company, including our NEOs. During 2023, the Compensation Committee did not engage an independent, third party compensation consultant or use peer group data. Instead, our Executive Management team worked with the Compensation Committee on a compensation program that is aligned, with and tailored to, the uniqueness of our industry, while also taking into account publicly available data of named executive officers of other public companies with similar revenue and EBITDA profiles. However, as discussed in further detail above, the Compensation committee has engaged a compensation consultant in 2024 to assist with the Committee’s current focus described above.

  30. CEO Compensation

    CEO Compensation Mr. Payne’s average annual total compensation was $4.6 million over the last five years, which reflects compensation paid to Mr. Payne in his prior role of CEO and Executive Chairman, and $2.4 million over the last three years for Mr. Quezada, which reflects compensation paid to Mr. Quezada in his prior non-CEO roles, as a result of each partially serving in the role of CEO during the year ended December 31, 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 2023 mix of total direct compensation (base salary, cash incentive bonus and long-term equity-based incentives) for Mr. Payne, our former CEO and Executive Chairman, and our other NEOs as a whole, and for Mr. Quezada, our current CEO and Vice Chairman, and our other NEOs as a whole. The long-term equity-based incentives are composed of restricted stock awards, which were valued at the stock price on the grant date of $32.69 and stock options, which were valued at $11.70 per share calculated using the Black-Scholes pricing method (refer to “Long-Term Equity-Based Incentives” on page 40 for additional details). A portion of the 2023 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, 75% of Mr. Payne’s total direct compensation and, on average, 69% of our other NEOs’ total direct compensation, is variable and directly affected by both the Company’s and each NEOs’ performance.

  31. Annual Cash Incentive Bonuses

    Annual Cash Incentive Bonuses

  32. Melvin C. Payne, CEO; Carlos R. Quezada, CEO

    | • | The CEO sets the long-term Ten-Year Vision and Five-Year Strategy for Carriage and should be judged on the annual progress towards those goals versus short-term performance metrics that act as a budget; |

  33. Melvin C. Payne, CEO; Carlos R. Quezada, CEO

    | • | As it relates to Mr. Quezada’s cash incentive bonus for 2023, the Compensation Committee took into consideration the significant time and leadership required in connection with the Company’s review of strategic alternatives. |

  34. Other Named Executive Officers

    | | Annual Base Salary | | Individual 2023 Bonus Paid(2) | | | Named Executive Officers | | Target(1) | Amount Paid | % of Salary | | Steven D. Metzger | $600,000 | 125% | $937,500 | 156% | | L. Kian Granmayeh(3) | $500,000 | 100% | $401,370 | 80% | | C. Benjamin Brink(4) | $ — | —% | $ — | —% | | Paul D. Elliott | $360,000 | 50% | $135,000 | 38% | | Shawn R. Phillips | $360,000 | 50% | $180,000 | 50% | | Adeola Olaniyan | $325,000 | 30% | $97,500 | 30% |

  35. Other Named Executive Officers

    | (2) Actual cash incentive bonus paid in 2024 for performance in 2023. |

  36. Other Named Executive Officers

    | (3) Mr. Granmayeh’s bonus paid was prorated from his start date of March 13, 2023. |

  37. Other Named Executive Officers

    | (4) Reflects no bonus paid to Mr. Brink because he resigned from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) effective January 2, 2023. |

  38. 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.

  39. Annual Long-Term Incentive Grants

    Annual Long-Term Incentive Grants Restricted stock, stock options 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 2023 long-term incentive targets for our NEOs, as shown in the table below:

  40. Annual Long-Term Incentive Grants

    | Named Executive Officers | Annual Base Salary | Target(1) | LTI Awarded | % of Salary | | Melvin C. Payne | $1,000,000 | 200% | $1,786,057 | 179% | | Carlos R. Quezada(2) | $800,000 | 200% | $844,127 | 106% | | Steven D. Metzger | $600,000 | 175% | $703,276 | 117% | | L. Kian Granmayeh(3) | $500,000 | 175% | $481,800 | 96% | | C. Benjamin Brink(4) | $ — | —% | $ — | —% | | Paul D. Elliott | $360,000 | 150% | $433,702 | 120% | | Shawn R. Phillips | $360,000 | 150% | $433,702 | 120% | | Adeola Olaniyan | $325,000 | 30% | $86,302 | 27% |

  41. Annual Long-Term Incentive Grants

    | (1) Target is based on a percentage of base salary in effect in 2023. |

  42. Annual Long-Term Incentive Grants

    | (2) In connection with Mr. Quezada’s promotion to CEO on June 21, 2023, his target increased from 175% to 200%. |

  43. Annual Long-Term Incentive Grants

    | (3) On March 13, 2023, Mr. Granmayeh was granted 15,000 shares of restricted stock at a stock price of $32.12 which vest over three years. |

  44. Annual Long-Term Incentive Grants

    | (4) Reflects no LTI target for Mr. Brink. On January 2, 2023, Mr. Brink was granted 30,000 shares of common stock at a stock price of $27.54 in accordance with his Separation and Release Agreement pertaining to his resignation from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer), which was included as an Exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 2, 2022. |

  45. Annual Long-Term Incentive Grants

    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. For the 2023 grant, as a result of the financial performance of the Company during the year ended December 31, 2022, our Compensation Committee, in its discretion, adjusted downward the long-term incentive grants for our NEOs. The following chart describes the February 23, 2023 grant of long-term incentive awards to our NEOs:

  46. Annual Long-Term Incentive Grants

    | Long-Term Incentive Element | Vesting Period/Term | Grant/Exercise Price | | Restricted Stock | 3 year vest | $32.69 | | Stock Options | 3 year vest; 10 year term | $32.69 | | Performance Awards | N/A | N/A |

  47. 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. 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 18, Shareholder’s Equity, to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K.

  48. 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 2023 long-term incentive grants are set forth in Note 18, Shareholder’s Equity, to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K.

  49. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation for the fiscal years ended December 31, 2023, 2022 and 2021, with respect to our NEOs:

  50. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Melvin C. Payne | 2023 | $1,000,000 | $1,250,000 | $1,006,198 | $779,859 | $25,937 | $4,061,994 | | CEO & Chairman of the Board | 2022 | $1,000,000 | $925,000 | $— | $1,390,400 | $73,469 | $3,388,869 | | (Principal Executive Officer) | 2021 | $900,000 | $1,200,000 | $— | $3,204,500 | $42,281 | $5,346,781 | | Carlos R. Quezada | 2023 | $702,000 | $1,250,000 | $475,640 | $368,487 | $16,460 | $2,812,587 | | CEO & Vice Chairman of the Board | 2022 | $600,000 | $540,000 | $— | $869,000 | $20,251 | $2,029,251 | | (Principal Executive Officer) | 2021 | $400,000 | $500,000 | $851,191 | $507,000 | $57,849 | $2,316,040 | | Steven D. Metzger | 2023 | $551,000 | $937,500 | $396,203 | $307,073 | $17,827 | $2,209,603 | | Executive Vice President, Chief Administrative Officer, General | 2022 | $500,000 | $337,500 | $— | $695,200 | $12,791 | $1,545,491 | | Counsel & Secretary | 2021 | $400,000 | $400,000 | $851,191 | $507,000 | $10,150 | $2,168,341 | | L. Kian Granmayeh | 2023 | $394,000 | $401,370 | $481,800 | $— | $19,570 | $1,296,740 | | Executive Vice President, | 2022 | $— | $— | $— | $— | $— | $— | | Chief Financial Officer & Treasurer (Principal Financial Officer) | 2021 | $— | $— | $— | $— | $— | $— | | C. Benjamin Brink(1) | 2023 | $— | $— | $826,200 | $— | $500,000 | $1,326,200 | | Executive Vice President, | 2022 | $500,000 | $— | $— | $695,200 | $398,569 | $1,593,769 | | Chief Financial Officer & Treasurer (Principal Financial Officer) | 2021 | $400,000 | $400,000 | $851,191 | $507,000 | $14,314 | $2,172,505 | | Paul D. Elliott | 2023 | $360,000 | $135,000 | $244,194 | $189,508 | $146,808 | $1,075,510 | | Senior Vice President & | 2022 | $— | $— | $— | $— | $— | $— | | Regional Partner | 2021 | $— | $— | $— | $— | $— | $— | | Shawn R. Phillips | 2023 | $360,000 | $180,000 | $244,194 | $189,508 | $13,972 | $987,674 | | Senior Vice President & | 2022 | $360,000 | $162,000 | $— | $434,500 | $44,879 | $1,001,379 | | Regional Partner | 2021 | $340,000 | $250,000 | $— | $507,000 | $13,083 | $1,110,083 | | Adeola Olaniyan | 2023 | $319,000 | $97,500 | $86,302 | $— | $15,122 | $517,924 | | Corporate Controller | 2022 | $— | $— | $— | $— | $— | $— | | (Principal Financial Officer) | 2021 | $— | $— | $— | $— | $— | $— |

  51. Summary Compensation Table

    | (1) Mr. Brink resigned from his position as Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) effective January 2, 2023. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Brink 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. Brink for twenty-four months following January 2, 2023; and (iii) a grant of Company stock. |

  52. Summary Compensation Table

    | (2) Reflects the grant date fair value of restricted stock awards granted in February 2023 computed in accordance with FASB ASC Topic 718. For restricted stock awards granted on February 22, 2023, this column reflects the number of shares awarded multiplied by the grant date closing price of $32.69. For restricted stock awards granted on March 13, 2023, this column reflects the number of shares awarded multiplied by the grant date closing price of $32.12. The restricted stock awards vest based on continued service at 33 1/3% per year beginning on the first anniversary date of the grant. |

  53. Summary Compensation Table

    | (3) Reflects the grant date fair value of the stock options granted on February 22, 2023 computed in accordance with ASC Topic 718. The value of these stock options was $11.70 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 18, Shareholder’s Equity, to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K. |

  54. Summary Compensation Table

    | (4) The following table describes each component of the “All Other Compensation” column for 2023 in the Summary Compensation Table with respect to our NEOs. |

  55. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($)(2) | HSA Matching Contributions ($)(3) | Dividends on Unvested Restricted Stock($)(4) | Perquisites and other Personal Benefits ($)(5) | Severance Payments | Total All Other Compensation ($) | | Melvin C. Payne | $11,550 | $— | $10,388 | $3,999 | $— | $25,937 | | Carlos R. Quezada | $5,640 | $— | $4,911 | $5,909 | $— | $16,460 | | Steven D. Metzger | $11,550 | $— | $4,090 | $2,187 | $— | $17,827 | | L. Kian Granmayeh | $10,135 | $— | $5,062 | $4,373 | $— | $19,570 | | C. Benjamin Brink(1) | $— | $— | $— | $— | $500,000 | $500,000 | | Paul D. Elliott | $7,996 | $— | $2,521 | $136,291 | $— | $146,808 | | Shawn R. Phillips | $5,827 | $750 | $2,521 | $4,874 | $— | $13,972 | | Adeola Olaniyan | $11,550 | $1,000 | $891 | $1,681 | $— | $15,122 |

  56. Summary Compensation Table

    | (1) Mr. Brink resigned from his position as Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) effective January 2, 2023. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Brink 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. Brink for twenty-four months following January 2, 2023; and (iii) a grant of Company stock. |

  57. Summary Compensation Table

    | (2) The amounts represent matching contributions by the Company to the accounts of NEOs in our 401(k) Plan. |

  58. Summary Compensation Table

    | (3) The amounts represent matching contributions by the Company to the health savings accounts of NEOs. |

  59. Summary Compensation Table

    | (4) The amounts represent dividends on unvested restricted stock of NEOs. |

  60. Summary Compensation Table

    | (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. Additionally, with respect to Messrs. Payne and Elliott, this includes $2,150 for the payment of certain club membership dues and $127,000 for the value of stock options exercised in 2023, respectively. |

  61. Grants of Plan-Based Awards

    Grants of Plan-Based Awards On February 22, 2023, we granted our NEOs stock options from the 2017 Plan. The following table sets forth information regarding these grants:

  62. Grants of Plan-Based Awards

    | Name | 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) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Melvin C. Payne | 2/22/23 | — | — | — | — | — | — | 30,780 | 66,666 | $32.69 | $1,786,057 | | Carlos R. Quezada | 2/22/23 | — | — | — | — | — | — | 14,550 | 31,500 | $32.69 | $844,127 | | Steven D. Metzger | 2/22/23 | — | — | — | — | — | — | 12,120 | 26,250 | $32.69 | $703,276 | | L. Kian Granmayeh | 3/13/23 | — | — | — | — | — | — | 15,000 | — | $— | $481,800 | | C. Benjamin Brink(1) | 1/2/23 | — | — | — | — | — | — | 30,000 | — | $— | $826,200 | | Paul D. Elliott | 2/22/23 | — | — | — | — | — | — | 7,470 | 16,200 | $32.69 | $433,702 | | Shawn R. Phillips | 2/22/23 | — | — | — | — | — | — | 7,470 | 16,200 | $32.69 | $433,702 | | Adeola Olaniyan | 2/22/23 | — | — | — | — | — | — | 2,640 | — | $— | $86,301 |

  63. Grants of Plan-Based Awards

    | (1) On January 2, 2023, Mr. Brink was granted 30,000 shares of common stock at a stock price of $27.54 in accordance with his Separation and Release Agreement pertaining to his resignation from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer), which provided for, (i) a one-time payment; (ii) the continuation of certain salary payments to Mr. Brink for twenty-four months following January 2, 2023; and (iii) a grant of Company stock. |

  64. Grants of Plan-Based Awards

    | (2) These are restricted stock awards that vest over three years. The grant date fair value of restricted stock awards is the number of awards multiplied by the stock price on the grant date (calculated in accordance with ASC 718), which was $32.69 and $32.12 per share on February 22, 2023 and March 13, 2023, respectively. |

  65. Grants of Plan-Based Awards

    | (3) These are stock options that vest over three years. The grant date fair value of the stock options is the number of options multiplied by the option value on the grant date (calculated in accordance with ASC 718), which was $11.70 per share on February 22, 2023. The assumptions made in the valuation of these stock options are set forth in Note 18, Shareholder’s Equity, to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K. |

  66. Grants of Plan-Based Awards

    | (4) Reflects the grant date fair value of the stock option awards and the grant date fair value of the restricted stock awards. |

  67. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End Awards Outstanding at December 31, 2023:

  68. 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(3) | 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 ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(6) | | Melvin C. Payne(1) | 54,545 | — | — | $20.06 | 2/21/2025 | 30,780 | $769,808 | 181,019 | $4,527,285 | | | 116,100 | — | — | $26.54 | 2/21/2025 | — | — | — | — | | | 50,000 | — | — | $25.43 | 5/22/2024 | — | — | — | — | | | 50,000 | 100,000 | — | $34.79 | 5/22/2024 | — | — | — | — | | | 60,000 | 90,000 | — | $34.79 | 5/22/2024 | — | — | — | — | | | 11,426 | 68,574 | — | $49.48 | 5/22/2024 | — | — | — | — | | | — | 66,666 | — | $32.69 | 5/22/2024 | — | — | — | — | | Carlos R. Quezada | 13,333 | — | — | $18.02 | 6/25/2030 | 14,550 | $363,896 | 77,580 | $1,940,276 | | | 20,000 | 30,000 | — | $34.79 | 2/17/2031 | — | — | — | — | | | 7,142 | 42,858 | — | $49.48 | 2/23/2032 | — | — | — | — | | | — | 31,500 | — | $32.69 | 2/22/2033 | — | — | — | — | | Steven D. Metzger | 20,000 | 30,000 | — | $34.79 | 2/17/2031 | 12,120 | $303,121 | 77,580 | $1,940,276 | | | 5,716 | 34,284 | — | $49.48 | 2/23/2032 | — | — | — | — | | | — | 26,250 | — | $32.69 | 2/22/2033 | — | — | — | — | | L. Kian Granmayeh | — | — | — | $— | — | 15,000 | $375,150 | — | $— | | C. Benjamin Brink(2) | — | — | — | $— | — | — | $— | — | $— | | Paul D. Elliott | 38,600 | — | — | $26.54 | 3/21/2027 | 7,470 | $186,825 | 45,255 | $1,131,828 | | | 16,610 | — | — | $25.43 | 2/14/2028 | — | — | — | — | | | 20,000 | 30,000 | — | $34.79 | 2/17/2031 | — | — | — | — | | | 3,574 | 21,426 | — | $49.48 | 2/23/2032 | — | — | — | — | | | — | 16,200 | — | $32.69 | 2/22/2033 | — | — | — | — | | Shawn R. Phillips | 9,700 | — | — | $20.06 | 2/23/2026 | 7,470 | $186,825 | 45,255 | $1,131,828 | | | 38,600 | — | — | $26.54 | 3/21/2027 | — | — | — | — | | | 16,610 | — | — | $25.43 | 2/14/2028 | — | — | — | — | | | 20,000 | 30,000 | — | $34.79 | 2/17/2031 | — | — | — | — | | | 3,574 | 21,426 | — | $49.48 | 2/23/2032 | — | — | — | — | | | — | 16,200 | — | $32.69 | 2/22/2033 | — | — | — | — | | Adeola Olaniyan | 2,360 | — | — | $26.54 | 3/21/2027 | 2,640 | $66,026 | 20,688 | $517,407 | | | 4,800 | 7,200 | — | $34.79 | 2/17/2031 | — | — | — | — | | | 800 | 3,200 | — | $49.48 | 2/23/2032 | — | — | — | — |

  69. Outstanding Equity Awards at Fiscal Year-End

    | (1) On February 22, 2024, Mr. Payne ceased serving as Executive Chairman of the Board and began serving as a special advisor to the Board and management of the Company in a consulting role. In connection with his resignation, we entered into a Transition Agreement with Mr. Payne that sets forth the terms of his severance payments, which was filed on Form 8-K on February 22, 2024. Accordingly, Mr. Payne is no longer employed by the Company. In accordance with the Second Amended and Restated 2006 Long-Term Incentive Plan, Mr. Payne has one year to exercise his vested options granted under this plan and three months to exercise his vested options under the 2017 Plan. |

  70. Outstanding Equity Awards at Fiscal Year-End

    | (2) Mr. Brink resigned from his position as Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) effective January 2, 2023. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Brink 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. Brink for twenty-four months following January 2, 2023; and (iii) a grant of Company stock. |

  71. Outstanding Equity Awards at Fiscal Year-End

    | (3) The unexercisable stock options expiring February 17, 2031, vest in equal increments over the next three years, the 100,000 unexercisable stock options for Mr. Payne were canceled in connection with his Transition Agreement, the unexercised stock |

  72. Outstanding Equity Awards at Fiscal Year-End

    | options expiring on February 23, 2032 vest in equal increments over the next six years and the unexercised stock options expiring on February 22, 2033 vest in equal increments over the next three years. |

  73. Outstanding Equity Awards at Fiscal Year-End

    | (4) Calculated using the closing price of our Common Stock on December 31, 2023, which was $25.01 per share. |

  74. Outstanding Equity Awards at Fiscal Year-End

    | (5) At December 31, 2023, 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, this column reflects the number of performance-based stock awards that will vest at the fifth target payout (40% CAGR target), which represents the maximum potential target payout, provided the NEOs are continuously employed with the Company on December 31, 2024. |

  75. Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents the number of performance-based stock awards that will vest at the 40% CAGR target multiplied by $25.01, which is the closing price of our Common Stock on December 31, 2023. |

  76. 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, 2023 with respect to our NEOs:

  77. Option Exercises and Stock Vestings

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Melvin C. Payne | — | $— | — | $— | | Carlos R. Quezada | — | $— | — | $— | | C. Benjamin Brink(1) | 56,900 | $410,837 | 30,000 | $826,200 | | L. Kian Granmayeh | — | $— | — | $— | | Steven D. Metzger | — | $— | — | $— | | Paul Elliott(2) | 17,300 | $127,501 | — | $— | | Shawn Phillips | — | $— | — | $— | | Adeola Olaniyan | — | $— | — | $— |

  78. Option Exercises and Stock Vestings

    | (1) Mr. Brink exercised 12,000 options on March 31, 2023, 16,535 options on July 27, 2023 and 28,365 options on August 1, 2023. He surrendered 10,874, 13,605 and 24,576 shares, respectively, to pay the option price and taxes associated with these exercises. Mr. Brink was also granted 30,000 shares of common stock at a stock price of $27.54 in accordance with his Separation and Release Agreement pertaining to his resignation from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer), which vested immediately. He surrendered 1,001 shares to pay the taxes associated with this vesting. The value realized on his stock vesting is calculated using the closing price of our Common Stock on the date that the shares vested. |

  79. Option Exercises and Stock Vestings

    | (2) Mr. Elliott exercised a total of 17,300 options on May 23, 2023 and surrendered 13,388 shares to pay the option price and taxes associated with this exercise. |

  80. 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 upon the death, disability, involuntary termination without cause not within a corporate change period, or involuntary termination without cause within a corporate change period of the applicable NEO, had such scenarios occurred on December 31, 2023. Amounts reported with respect to equity-based awards are reported assuming the closing price of our Common Stock on December 31, 2023 of $25.01 per share.

  81. Potential Payments Upon Termination

    | Event | Melvin C. Payne(8) | Carlos R. Quezada | Steven D. Metzger | C. Benjamin Brink(9) | L. Kian Granmayeh | Paul Elliott | Shawn Phillips | Adeola Olaniyan(10) | | Death or Disability | | | | | | | | | | Base salary(1) | $— | $2,400,000 | $1,800,000 | $— | $1,104,167 | $660,000 | $660,000 | $— | | Target annual bonus(2) | — | 1,000,000 | 750,000 | — | 500,000 | 180,000 | 180,000 | — | | Benefits continuation(3) | — | 52,130 | 16,155 | — | 31,575 | 52,130 | 31,929 | — | | Equity awards(4)(5) | — | 1,769,207 | 1,708,433 | — | 375,150 | 1,006,602 | 1,006,602 | — | | Total | $— | $5,221,337 | $4,274,588 | $— | $2,010,892 | $1,898,732 | $1,878,531 | $— | | Termination without cause (without a Corporate Change) | | | | | | | | | | Cash severance(6) | $— | $2,600,000 | $1,950,000 | $— | $1,500,000 | $900,000 | $900,000 | $— | | Benefits continuation(3) | — | 52,130 | 16,155 | — | 31,575 | 52,130 | 31,929 | — | | Equity awards(4)(5) | — | — | — | — | — | — | — | — | | Total | $— | $2,652,130 | $1,966,155 | $— | $1,531,575 | $952,130 | $931,929 | $— | | Termination without cause (following a Corporate Change) | | | | | | | | | | Cash severance(7) | $— | $2,600,000 | $1,950,000 | $— | $1,500,000 | $900,000 | $900,000 | $— | | Benefits continuation(3) | — | 52,130 | 16,155 | — | 31,575 | 52,130 | 31,929 | — | | Equity awards(4)(5) | — | 1,769,207 | 1,708,433 | — | 375,150 | 1,006,602 | 1,006,602 | — | | Total | $— | $4,421,337 | $3,674,588 | $— | $1,906,725 | $1,958,732 | $1,938,531 | $— |

  82. Potential Payments Upon Termination

    | (1) Pursuant to the terms of employment agreements in effect on December 31, 2023, 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. |

  83. Potential Payments Upon Termination

    | (2) Reflects payment of annual bonus pursuant to the terms of employment agreements in effect on December 31, 2023. 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. |

  84. Potential Payments Upon Termination

    | (3) Amounts reflect estimated cost of benefits continuation for 18 months pursuant to the terms of employment agreements in effect on December 31, 2023. |

  85. Potential Payments Upon Termination

    | (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, 2023 upon death, disability, involuntary termination without cause not within a corporate change period, or involuntary termination without cause within a corporate change period. |

  86. Potential Payments Upon Termination

    | (5) At December 31, 2023, 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. |

  87. Potential Payments Upon Termination

    | (6) Amounts reflect cash severance payable under the terms of employment agreements in effect on December 31, 2023, which represents two years 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. |

  88. Potential Payments Upon Termination

    | (7) Amounts reflect cash severance payable under the terms of employment agreements in effect on December 31, 2023, which represents a lump sum equal to two times the sum of NEOs’ base salary in effect on the Termination Date (or as of the date of the Corporate Change, if higher), plus target annual bonus. |

  89. Potential Payments Upon Termination

    | (8) Mr. Payne resigned from his position as CEO on June 21, 2023 and was appointed by the Board as Executive Chairman, effective on that same date. On February 21, 2024, Mr. Payne ceased serving as Executive Chairmen of the Board and began serving as a special advisor to the Board and senior management of the Company in a consulting role. In connection with his resignation, we entered into a Transition Agreement with Mr. Payne that sets forth the terms of his severance payments, which was filed on Form 8-K on February 22, 2024. Accordingly, we have excluded calculating any potential payments upon termination for Mr. Payne as he is no longer employed by the Company. |

  90. Potential Payments Upon Termination

    | (9) Mr. Brink resigned from his position as Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) effective January 2, 2023. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Brink 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. Brink for twenty-four months following January 2, 2023; and (iii) a grant of Company stock. Accordingly, we have excluded calculating any potential payments upon termination for Mr. Brink as he is no longer employed by the Company. |

  91. Potential Payments Upon Termination

    | (10) Ms. Olaniyan does not have an employment agreement with the Company. |

  92. Pension Benefits

    Pension Benefits We do not sponsor a pension plan.

  93. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans We do not sponsor any nonqualified defined contribution or other nonqualified deferred compensation plans.

  94. 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 Messrs. Payne and Quezada, our CEOs during the fiscal year ended December 31, 2023; (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:

  95. CEO Pay Ratio

    | • | For 2023, we calculated the CEO pay ratio separately for both Messrs. Payne and Quezada, each of whom partially served in the role of CEO during the year ended December 31, 2023. |

  96. CEO Pay Ratio

    | • | We determined that as of December 31, 2023, our employee population consisted of 2,602 individuals with all of these individuals located in the United States. This population consisted of 1,249 full-time and 1,353 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, 2023, 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. |

  97. CEO Pay Ratio

    | • | 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 2023. 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 2023, but did not work for us the entire fiscal year. This population consisted of 256 full-time and 269 part-time employees. |

  98. CEO Pay Ratio

    | • | 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.” |

  99. CEO Pay Ratio

    | • | Once we determined our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of approximately $25,418. |

  100. CEO Pay Ratio

    | • | With respect to the annual compensation of both Messrs. Payne and Quezada, we used the amount reported in the “Total $” column of our Summary Compensation Table for the year 2023 included above in this Proxy Statement. |

  101. CEO Pay Ratio

    | • | 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. |

  102. CEO Pay Ratio

    For the fiscal year ended December 31, 2023:

  103. CEO Pay Ratio

    | • | 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; |

  104. CEO Pay Ratio

    | • | The median annual total compensation of all employees of our Company (other than our CEO’s) was approximately $25,418; and |

  105. CEO Pay Ratio

    | • | The annual total compensation for each of Messrs. Payne and Quezada, who each partially served as our CEO during 2023, was $4,061,994 and $2,812,587, respectively, as reported in the Summary Compensation Table included in this Proxy Statement. |

  106. CEO Pay Ratio

    Based on this information, for 2023, the ratio of the annual total compensation of Messrs. Payne and Quezada to the annual total median compensation of all other employees was 160 to 1 and 111 to 1, respectively.

  107. 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 table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year as calculated in accordance with SEC rules:

  108. Pay Versus Performance Table

    Pay Versus Performance Table Melvin C. Payne was our Principle 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.

  109. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 | | Net Income | Adjusted Diluted EPS (7) | | 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 (5) | Peer Group Total Shareholder Return (6) | | | | 2023 | $4,061,994 | $3,029,501 | $1,483,339 | $1,266,971 | $103.16 | $150.44 | $33,412,785 | $2.19 | | 2022 | $3,388,869 | $(11,180,443) | $1,542,473 | $(2,833,284) | $111.80 | $146.44 | $41,381,015 | $2.61 | | 2021 | $5,346,781 | $20,948,505 | $1,941,742 | $6,205,152 | $258.27 | $154.34 | $33,158,600 | $3.02 | | 2020 | $2,355,678 | $4,618,240 | $616,344 | $1,335,480 | $124.23 | $104.60 | $16,090,223 | $1.86 |

  110. Pay Versus Performance Table

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

  111. 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 |

  112. Pay Versus Performance Table

    | (1) The dollar amounts reported for Mr. Payne under “Summary Compensation Table Total” are the amounts of total compensation reported for Mr. Payne for each corresponding year in the “Total” column of the Summary Compensation Table as reflected on page 42. |

  113. Pay Versus Performance Table

    | (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: |

  114. 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 | | 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 |

  115. 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. |

  116. Pay Versus Performance Table

    | (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: |

  117. 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 |

  118. 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. |

  119. Pay Versus Performance Table

    | (6) Our 2023 Peer Group consists of SCI, Matthews International Corp. (“Matthews”) and Park Lawn Corporation (“Park Lawn”) (the “Peer Group”). We assumed that the value of the investment in the Peer Group was $100 on the last trading day of December 2019, 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 three fiscal years. |

  120. Pay Versus Performance Table

    | (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. |

  121. Pay Versus Performance Table

    | (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. |

  122. Pay Versus Performance Table

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

  123. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 | | Net Income | Adjusted Diluted EPS (7) | | 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 (5) | Peer Group Total Shareholder Return (6) | | | | 2023 | $2,812,587 | $2,422,461 | $1,217,490 | $1,035,873 | $103.16 | $150.44 | $33,412,785 | $2.19 |

  124. Pay Versus Performance Table

    The individuals comprising the Non-PEO NEOs for 2023 are listed below:

  125. Pay Versus Performance Table

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

  126. 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 42. |

  127. Pay Versus Performance Table

    | (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: |

  128. Pay Versus Performance Table

    | | Carlos R. Quezada | | | 2023 | | Total Compensation as reported in SCT | $2,812,587 | | Fair value of equity awards granted during fiscal year | (844,127) | | Fair value of equity compensation granted in current year-value at end of year-end | 619,361 | | 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 | 72,901 | | 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 | (238,261) | | 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 | $2,422,461 |

  129. 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. |

  130. Pay Versus Performance Table

    | (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: |

  131. Pay Versus Performance Table

    | | NEO Averages | | | 2023 | | Total Compensation as reported in SCT | $1,217,490 | | Fair value of equity awards granted during fiscal year | (427,756) | | Fair value of equity compensation granted in current year-value at end of year-end | 318,720 | | 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 | 44,570 | | 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 | (117,151) | | 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 NEO | $1,035,873 |

  132. Pay Versus Performance Table

    | (5) See footnote 5 to the former PEO table with respect to our Total Shareholder Return definition. |

  133. Pay Versus Performance Table

    | (6) See footnote 6 to the former PEO table with respect to our 2023 Peer Group definition. |

  134. Pay Versus Performance Table

    | (7) See footnote 7 to the former PEO table with respect to our Adjusted Diluted Earnings Per Share definition. |

  135. Pay Versus Performance Table

    | (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. |

  136. 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.

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

    | Compensation vs Total Shareholder Return |

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

    | Compensation vs Net Income |

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

    | Compensation vs Adjusted Diluted EPS |

  140. 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 2024 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.

  141. 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. |

  142. 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:

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

    | • | the integrity of our financial statements, including the adequacy and effectiveness of the Company’s financial reporting and disclosure controls and procedures; |

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

    | • | the engagement of the Company’s independent registered public auditor, including its qualifications, independence and performance; |

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

    | • | the performance, function and design of the Company’s internal audit function; and |

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

    | • | the compliance by the Company with legal and regulatory requirements. |

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

    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, 2023, 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, 2023 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, 2023 for filing with the SEC. Audit Committee Donald D. Patteson, Jr., Chairman Chad Fargason Douglas B. Meehan Julie Sanders Somer Webb RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP