DEF 14A of Service Corp International, Mar 27, 2025

DEF 14A of Service Corp International

Filed Mar 27, 2025 · FY20240001628280-25-015042

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name Occupation | Independent | Director Since | Age | Other Public Boards(1) | Board Committee Composition | | Alan R. Buckwalter Former Chairman and CEO, Chase Bank of Texas | YES | 2003 | 78 | None | | | Anthony L. Coelho Former Majority Whip of the U. S. House of Representatives Independent business and political consultant | YES | 1991 | 82 | 3 | | | Jakki L. Haussler Founder and Chairwoman of the Board and former CEO, Opus Capital Management | YES | 2018 | 67 | 3 | | | Thad Hill Executive Chairman of the Board, Calpine | YES | NEW | 57 | 1 | | | Victor L. Lund Former CEO and Executive Chairman of the Board, Teradata Corporation | YES | 2000 | 77 | None | | | Ellen Ochoa Former Director, NASA Johnson Space Center Independent Director and Speaker | YES | 2015 | 66 | 1 | | | Thomas L. Ryan Chairman and CEO, Service Corporation International | NO | 2004 | 59 | None | | | C. Park Shaper CEO of Seis Holdings LLC, a private investment holding company | YES | 2022 | 56 | 2 | | | Sara Martinez Tucker Former CEO, National Math + Science Initiative, a non-profit organization to improve student performance in STEM subjects | YES | 2018 | 69 | 1 | | | Marcus A. Watts, Lead Independent Director President, The Friedkin Group, which includes various branded automotive, hospitality, and entertainment companies | YES | 2012 | 66 | 1 | |

  3. Director Nominees

    | | Audit Committee | | Executive Committee | | Nominating & Corporate Governance Committee | | | | | Compensation Committee | | Investment Committee | | Member | | Chair |

  4. Director Nominees

    (1)See Director profiles beginning on page 15, which include other public boards for each Director.

  5. Director Nominees

    | 6 | Service Corporation International |

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | Alan R. Buckwalter, 78 Director Since: 2003 | | INDEPENDENT | Anthony L. Coelho, 82 Director Since: 1991 | | INDEPENDENT | | Committees: Investment Occupation: Former Chairman and CEO, Chase Bank of Texas | Education: Fairleigh Dickinson University Skills & Qualifications: | | Committees: Compensation, Executive, Nominating and Corporate Governance Occupation: Former Majority Whip of the U.S. House of Representatives, Independent business and political consultant | Education: Loyola University Los Angeles Skills & Qualifications: | | | DIRECTOR SUMMARY Alan Buckwalter’s extensive corporate finance and banking experience provides the Board with valuable financial and investment management insights. He is a strong resource for relevant strategy and risk management gained from his many years in senior executive roles. His tenure on the Board has allowed him to develop a robust understanding of our unique industry. Furthermore, he possesses significant corporate governance knowledge developed by past service on the boards of other publicly traded companies. | | | DIRECTOR SUMMARY Tony Coelho’s successful role as President and CEO of a multi-billion financial services company provides the Board with financial, investing, and senior leadership expertise. His experience on the Board has allowed him to develop a robust understanding of our unique industry. His political experience and expertise provide unique insights into government, public policy matters, and regulatory issues. Additionally, he has significant corporate governance knowledge developed by current and past service on the boards of other publicly traded companies. | | | | PRIOR BUSINESS EXPERIENCE •Chairman and CEO, Chase Bank of Texas (1998-2003) •President of Texas Commerce Bank (1990-1998) •Held various positions at Chemical Bank in corporate division (1970-1990) OTHER POSITIONS •Board Member, Texas Medical Center •Chairman Emeritus and Board Member, Central Houston, Inc. | PAST PUBLIC COMPANY BOARDS •Freeport-McMoRan, Inc. (2013-2015) •Plains Exploration and Production (2003-2013); subsequently acquired by Freeport-McMoRan Inc. FORMER POSITIONS •Former Board of Directors, Federal Reserve Bank of Dallas (Houston Branch) | | PRIOR POLITICAL EXPERIENCE •Chairman of the President’s Committee on Employment of People with Disabilities (1994-2001) •General Chairman of Al Gore’s Presidential campaign (1999-2000) •Majority Whip (1987-1989) •Member of U.S. House of Representatives (1978-1989); original sponsor/author of the Americans With Disabilities Act PRIOR BUSINESS EXPERIENCE •President/CEO of Wertheim Schroder Financial Services, grew $800 million firm to $4.5 billion over 6 years (1990-1995) | CURRENT PUBLIC COMPANY BOARDS •Board Chairman, Esquire Financial Holdings, Inc. •EVO Transportation & Energy Services, Inc. PAST PUBLIC COMPANY BOARDS •Chairman, Cyberonics •Chairman, Circus Circus Enterprises (now MGM Mirage) •Chairman, ICF Kaiser International, Inc. •AudioEye, Inc. •Warren Resources, Inc. FORMER POSITIONS •Former Chairman of the Epilepsy Foundation | |

  8. Director Nominees

    | | Financial | | Marketing/Brand Management | | Government/Regulatory | | Human Capital Management | | Risk Management | | | Industry | | Investments/Financial Services | | Technology or e-Commerce | | Real Estate/Business Development/M&A | see page 21 for further information on skills | |

  9. Director Nominees

    | 2025 Proxy Statement | 15 |

  10. Director Nominees

    | Jakki L. Haussler, 67 Director Since: 2018 | | INDEPENDENT | Thad Hill, 57 Director Since: New | | INDEPENDENT | | Committees: Audit, Investment (Chair) Occupation: Founder and Chairwoman of the Board, Opus Capital Management (since 1996), an independent registered investment advisor, providing investment solutions to institutions and high-net worth individuals | Education: University of Cincinnati Salmon P. Chase College of Law, Northern Kentucky University Skills & Qualifications: | | Committees: Audit, Investment Occupation: Executive Chairman of the Board, Calpine (2024-present) | Education: Vanderbilt University MBA, Amos Tuck School, Dartmouth College Skills & Qualifications: | | | DIRECTOR SUMMARY Jakki Haussler has expertise in finance, portfolio management, and senior leadership experience as founder and Chairwoman of Opus Capital Management. Her expertise and experience provides background in investments and equity funds. Her experience as Partner in Adena Ventures provides insight into business development and M&A activity. Her other board positions have given her exposure to different industries and varying approaches to governance and issue resolution. | | | DIRECTOR SUMMARY Thad Hill's extensive leadership experience, including his role as Executive Chairman and former CEO of Calpine, provides the Board with an expertise in energy markets and operational management. His tenure in executive roles in the power industry has provided him with expertise in strategic growth and business development. His consulting background further enhances his insight into corporate strategy and financial analysis. Additionally, his service on other boards and various nonprofit organizations brings valuable governance expertise to SCI. | | | | PRIOR BUSINESS EXPERIENCE •CEO Opus Capital Management (1996-2019) •Managing Director, Capvest Venture Fund, LP (2000-2011) a private equity fund for growth and expansion stage companies •Partner, Adena Ventures, LP (1999-2010) a private equity fund targeting underserved markets CURRENT PUBLIC COMPANY BOARDS •Ingram Micro Holding Company •Morgan Stanley Funds •Vertiv Holding Co. | OTHER POSITIONS •Member, Board of Directors, The Victory Funds •Member/Founder, Chase College of Law, Transaction Law Practice Center •Board of Visitors, Chase College of Law •Member, Northern Kentucky University Foundation Investment Committee PAST PUBLIC COMPANY BOARDS •Cincinnati Bell, Inc. •Best Transport, Inc. (now Descartes Systems Group, Inc.) •Barnes Group Inc. | | | | | | | | | PRIOR BUSINESS EXPERIENCE •CEO, Calpine (2014-2024) •Variety of operational management roles, Calpine (2008-2013) •NRG Energy (2006 -2008), President, NRG Texas (2007-2008) •Executive Vice President of Strategy and Business Development, Texas Genco LP (2005-2006) •Partner and Managing Director, Boston Consulting Group Inc (1995-2005) CURRENT PUBLIC COMPANY BOARDS •J.B. Hunt | OTHER POSITIONS •Board Member, Calpine (private power company) •Member and Former Chairman, Greater Houston Partnership Board •Member, Alfred P. Sloan Foundation Board of Trustees •Member, Tuck MBA Advisory Board | |

  11. Director Nominees

    | | Financial | | Marketing/Brand Management | | Government/Regulatory | | Human Capital Management | | Risk Management | | | Industry | | Investments/Financial Services | | Technology or e-Commerce | | Real Estate/Business Development/M&A | see page 21 for further information on skills | |

  12. Director Nominees

    | 16 | Service Corporation International |

  13. Director Nominees

    | Victor L. Lund, 77 Director Since: 2000 | | INDEPENDENT | Ellen Ochoa, 66 Director Since: 2015 | | INDEPENDENT | | Committees: Audit, Executive, Nominating and Corporate Governance Occupation: Former President, CEO, and Executive Chairman of the Board, Teradata Corporation | Education: The University of Utah MBA, The University of Utah Skills & Qualifications: | | Committees: Compensation (Chair), Investment Occupation: Former Director of NASA and Independent Director and Speaker | Education: San Diego State University MS, PhD (Electrical Engineering), Stanford University Skills & Qualifications: | | | DIRECTOR SUMMARY Victor Lund’s years of senior executive experience and leadership such as his former position of CEO and Executive Chairman of Teradata provide the Board with invaluable experience in technology and technological processes. His tenure on the Board has allowed him to develop a robust understanding of our unique industry. As a former auditor who also worked in various corporate finance positions, he possesses an extensive understanding of financial reporting and auditing practices. Furthermore, his service on other boards provide SCI with valuable corporate governance expertise. | | | DIRECTOR SUMMARY Ellen Ochoa’s background with NASA and other governmental entities provides the Board with extensive technology and government/regulatory experience and insight. The senior leadership experience gained through her role as Director of NASA’s Johnson Space Center provides the Board with strategic planning, management of large projects, personnel development, and capital allocation expertise. Her many other positions include oversight activities such as financial stewardship and organizational governance. | | | | PRIOR BUSINESS EXPERIENCE •Executive Chairman (2019-2020) & President and CEO (2016-2018), Interim CEO (2019-2020), Teradata Corporation •Chairman, DemandTec, a software company (2006-2012) •Chairman, Mariner Healthcare, Inc. (2002-2004) •Vice Chairman, Albertsons, Inc. (1999-2002) •22-year career with American Stores Company in various positions including Chairman, CEO, CFO and Corporate Controller (1977-1999) •Audit CPA, Ernst & Ernst (1972-1977) | PAST PUBLIC COMPANY BOARDS •Teradata Corporation •DemandTec •Delta Airlines •Del Monte Foods, Inc. •Mariner Healthcare, Inc. •Albertsons, Inc. •American Stores Company •NCR Corporation | | | | | | | | | PRIOR BUSINESS EXPERIENCE •Director of NASA Johnson Space Center (2013-2018); Astronaut at NASA Johnson Space Center (1990-2012), first Hispanic female astronaut with nearly 1,000 hours in space •Branch Chief and Research Engineer, NASA Ames Research Center (1988-1990) •Researcher, Sandia National Laboratories (1985-1988) OTHER POSITIONS •Member, Board of Directors, SRI International •Member, National Academy of Engineering •Member, Board of Directors, Mutual of America •Member, Board of Directors, Gordon and Betty Moore Foundation •Fellow, American Institute of Aeronautics and Astronautics •Fellow, American Association for the Advancement of Science •Director Emerita (former Vice Chair) Manned Space Flight Education Foundation | FORMER POSITIONS •Former Chair Board Governance, National Science Board (Special Government Employee) •Former Chair, Nomination Evaluation Committee, National Medal of Technology & Innovation •Former Member, Board of Directors, Federal Reserve Bank of Dallas •Former Member Board of Trustees, Stanford University CURRENT PUBLIC COMPANY BOARDS •NVIDIA | |

  14. Director Nominees

    | | Financial | | Marketing/Brand Management | | Government/Regulatory | | Human Capital Management | | Risk Management | | | Industry | | Investments/Financial Services | | Technology or e-Commerce | | Real Estate/Business Development/M&A | see page 21 for further information on skills | |

  15. Director Nominees

    | 2025 Proxy Statement | 17 |

  16. Director Nominees

    | Thomas L. Ryan, 59 Director Since: 2004 | | NON-INDEPENDENT | C. Park Shaper, 56 Director Since: 2022 | | INDEPENDENT | | Committees: Executive (Chair) Occupation: Chairman (since 2016) and CEO (since 2005) of SCI | Education: The University of Texas at Austin Skills & Qualifications: | | Committees: Compensation, Executive, Nominating and Corporate Governance Occupation: CEO of Seis Holdings LLC, a private investment holding company (2013‑present) | Education: Stanford University MBA, Northwestern University, J.L. Kellogg Graduate School of Management Skills & Qualifications: | | | DIRECTOR SUMMARY Thomas L. Ryan’s 29-year career with SCI has instilled a deep understanding of our industry and strategic insights as well as strong leadership skills. He has demonstrated operational execution and long-term strategic direction, including leadership of significant acquisitions and capital allocation decision-making, as well as risk management. His service with other publicly traded company boards has given him valuable insight into corporate governance and diverse approaches to key issues. | | | DIRECTOR SUMMARY C. Park Shaper’s extensive leadership background includes his role as CEO of Seis Holdings LLC, a private investment holding company, a position he has held since 2013; as well as positions of increasing responsibility at Kinder Morgan from 2000-2013, including Vice President and CFO in 2000, a member of the Office of the Chairman in 2003, Executive Vice President in 2004, and President from 2005 to 2013. Prior to Kinder Morgan, Mr. Shaper held positions as President of Altair Corporation and Vice President and CFO of First Data Analytics. His broad experience provides the Board with invaluable leadership and financial experience, as well as strategy and management expertise. He has also served on the board of directors of various public companies with service on audit, compensation, and nominating and corporate governance committees. | | | | PRIOR BUSINESS EXPERIENCE •CEO European Operations, SCI (2000-2002) •Variety of financial management roles, SCI (1996-2000) OTHER POSITIONS •Board Member, Riptide Waters, LLC •Board Member, University of Texas McCombs Business School Advisory Council •Senior Member, University of Texas MD Anderson Cancer Center Board of Visitors •Member, The Wortham Foundation, Inc. Board of Trustees | PAST PUBLIC COMPANY BOARDS •Texas Industries •Chesapeake Energy •Weingarten Realty Investors FORMER POSITIONS •Former Chairman and Member of the Board of Trustees, United Way of Greater Houston •Former Board Member, Genesys Works •Former Chairman and Member of the Board of Directors, Young Presidents' Organization Gold Houston Chapter | | | | | | | | | PRIOR BUSINESS EXPERIENCE •President, Kinder Morgan, Inc. (2005-2013) •Variety of financial management roles, Kinder Morgan, Inc. (2000-2005) •President and Director, Altair Corporation (1999) •VP and CFO First Data Analytics (1997-1999) CURRENT PUBLIC COMPANY BOARDS •Sunnova Energy International, Inc. •Kinder Morgan, Inc. | OTHER BOARD POSITIONS •Chair, Texas Children's Board of Trustees •Member, Board of Overseers of the Hoover Institution at Stanford University •Member, Board of Advisors of the Baker Institute at Rice University PAST PUBLIC COMPANY BOARDS •Weingarten Realty •Star Peak Energy Transition Corp. •Star Peak Corp. II | |

  17. Director Nominees

    | | Financial | | Marketing/Brand Management | | Government/Regulatory | | Human Capital Management | | Risk Management | | | Industry | | Investments/Financial Services | | Technology or e-Commerce | | Real Estate/Business Development/M&A | see page 21 for further information on skills | |

  18. Director Nominees

    | 18 | Service Corporation International |

  19. Director Nominees

    | Sara Martinez Tucker, 69 Director Since: 2018 | | INDEPENDENT | Marcus A. Watts, 66 Director Since: 2012 | | LEAD INDEPENDENT | | Committees: Audit (Chair), Nominating and Corporate Governance Occupation: Former CEO, National Math & Science Initiative, a non-profit organization to improve student performance in STEM (Science, Technology, Engineering, and Math) subjects | Education: The University of Texas at Austin MBA, McCombs School of Business, The University of Texas at Austin Skills & Qualifications: | | Committees: Compensation, Executive, Nominating and Corporate Governance (Chair) Occupation: President, The Friedkin Group (since 2011), which includes various branded automotive, hospitality, and entertainment companies | Education: Texas A&M University Harvard Law School Skills & Qualifications: | | | DIRECTOR SUMMARY Sara Martinez Tucker has extensive knowledge and experience gained through her various executive leadership roles. Her most recent executive experience and her role as the chair of a board business and technology committee provides the Board with invaluable experience and expertise in technology. She also provides strong leadership and executive experience through her previous role as Vice President with AT&T. Her background serving as the Department of Education’s undersecretary has given her specific insight into governmental processes and human capital management, as well as exposure to a variety of regulatory issues. Further, she possesses significant corporate governance knowledge developed by current and past service on the boards of other publicly traded companies. | | | DIRECTOR SUMMARY Marcus Watts’ executive role as President of The Friedkin Group provides the Board with senior leadership expertise and experience from oversight of various branded business interests. His previous role as Vice Chair and Managing Partner-Houston of Locke Lord LLP, provides the Board with extensive regulatory and government experience. Additionally, he possesses significant marketing, brand management, and corporate governance knowledge developed by current and past service on the boards of other private and publicly traded companies. Uniquely, Mr. Watts also possesses rare and valuable industry experience through his extensive prior service as independent counsel to the Company as well as other entities engaged in the deathcare industry. | | | | PRIOR BUSINESS EXPERIENCE •Vice President, AT&T (1991-1996) CURRENT PUBLIC COMPANY BOARDS •American Electric Power OTHER POSITIONS •Member, University of Notre Dame’s Board of Fellows and Board of Trustees •Board Member, Nationwide Mutual Insurance Company | PAST PUBLIC COMPANY BOARDS •Cornerstone OnDemand, Inc. •Xerox Corporation •Sprint Corporation FORMER POSITIONS •CEO, National Math & Science Initiative (2013-2015) •Former Chair (2017-2018), University of Texas System Board of Regents (2015-2019) •Under Secretary of Education in the U.S. Department of Education (2006-2008) | | PRIOR BUSINESS EXPERIENCE •Vice Chair and Managing Partner-Houston, Locke Lord LLP (1984-2010) with a focus on corporate and securities law, governance, and related matters CURRENT PUBLIC COMPANY BOARDS •Coterra Energy, Inc. CURRENT OTHER BOARD POSITIONS •Board Member, Highland Resources, Inc. (private real estate company) | PAST OTHER BOARD POSITIONS •Former Chairman, Greater Houston Partnership •Former Chairman, Board of Trustees, United Way of Greater Houston •Former Board Chair, Federal Reserve Bank of Dallas (Houston Branch) PAST PUBLIC COMPANY BOARDS •Complete Production Services, Inc. (2007-2012), acquired by Superior Energy Services •Cornell Companies (2001-2005) | |

  20. Director Nominees

    | | Financial | | Marketing/Brand Management | | Government/Regulatory | | Human Capital Management | | Risk Management | | | Industry | | Investments/Financial Services | | Technology or e-Commerce | | Real Estate/Business Development/M&A | see page 21 for further information on skills | |

  21. Director Nominees

    | 2025 Proxy Statement | 19 |

  22. Consideration of Director Nominees

    Consideration of Director Nominees The Nominating and Corporate Governance Committee understands the Board member recruitment process is critical to providing strategic perspective while also bringing specific experience and expertise to a broad range of issues. Directors that reflect a diverse breadth of skills, experiences, perspectives, and personal characteristics are desired to provide a healthy environment for innovation and risk mitigation. In discharging its responsibilities, the Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. In the past, the Committee has also retained a third-party executive search firm to identify candidates. The Committee considers many factors when evaluating a potential candidate including the current composition of the Board, the balance of independent Directors and the need for particular areas of expertise. Currently the collective competencies include:

  23. Consideration of Director Nominees

    | •Accounting and finance •Industry knowledge •Strategic insight | •Understanding and fostering leadership •Business judgment and executive/senior management expertise •Diverse experiences and backgrounds |

  24. Consideration of Director Nominees

    Once the Nominating and Corporate Governance Committee has identified a prospective nominee, the Committee will consider the available information concerning the nominee, including the Committee’s own knowledge of the prospective nominee, and may seek additional information or an interview. If the Committee determines that further consideration is warranted, the Committee will evaluate the prospective nominee against the standards and qualifications set out in the Company’s Corporate Governance Guidelines. The Company’s Corporate Governance Guidelines include personal characteristics and collective core competencies. The personal characteristics sought in prospective candidates include the following:

  25. Consideration of Director Nominees

    | •Integrity, character, and accountability •Ability to provide wise and thoughtful counsel on a broad range of issues •Financial literacy and ability to read and understand financial statements and other indices of financial performance •Ability to work effectively with mature confidence as part of a team •Ability to provide counsel to management in developing creative solutions and in identifying innovative opportunities •Commitment to prepare for and attend meetings and to be accessible to management and other Directors |

  26. Consideration of Director Nominees

    After completing this evaluation process, the Committee makes nomination recommendations to the full Board. The Board determines the nominees after considering the recommendation and report of the Committee. In 2023, the Board of Directors adopted a bylaw change that provides shareholders a proxy access right (see page 31 for more information).

  27. Consideration of Director Nominees

    | 20 | Service Corporation International |

  28. Director Compensation

    Director Compensation Our Corporate Governance Guidelines provide for compensation for our non-employee Directors’ services. Thomas L. Ryan, who is also a paid executive Officer of the Company, does not receive additional compensation for serving on the Board. Annual compensation for our non-employee Directors includes cash and stock-based equity compensation. Maintaining a market-based compensation program for our non-employee Directors enables the Company to attract and retain qualified members to serve on the Board. With the assistance of Meridian Compensation Partners, LLC (“Meridian”), the Nominating and Corporate Governance Committee periodically reviews our non-employee Director compensation levels and practices and compares them to comparable general industry companies in a revenue size range similar to SCI to ensure they are aligned with market practices. Specifically, comparisons are made to the companies included in the Peer Comparator Group used for benchmarking the compensation of our executives, as well as to data presented in the annual NACD Director Compensation Report. Components of Board Compensation: •Effective as of November 15, 2024, the annual Board cash retainer increased $10,000 to $100,000. As a result, the Board received an additional $2,500 in cash retainer in the fourth quarter, totaling $92,500 for the year. •Additional cash retainers for leadership positions on the Board are as follows: –Lead Independent Director - $30,000 –Audit Committee Chair - $25,000 –Compensation Committee Chair - $20,000 –Investment Committee Chair - $15,000 –Nominating and Corporate Governance Committee (NCGC) Chair - $15,000 •Annual stock grants are based on a target value of $180,000 per Director. Effective as of November 15, 2024, the target value increased $10,000 to $190,000 per Director.

  29. Director Compensation

    | 22 | Service Corporation International |

  30. Director Compensation

    The Compensation Committee believes our total Director compensation package is competitive with market practices and is fair and appropriate in light of the responsibilities and obligations of our non-employee Directors. The following table sets forth non-employee Director compensation for 2024, which was approved by the Nominating and Corporate Governance Committee.

  31. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION

  32. 2024 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Alan R. Buckwalter | $92,500 | $180,052 | $272,552 | | Anthony L. Coelho | 92,500 | 180,052 | 272,552 | | Jakki L. Haussler(2), Investment Committee Chair | 107,500 | 180,052 | 287,552 | | Victor L. Lund | 92,500 | 180,052 | 272,552 | | Ellen Ochoa, Compensation Committee Chair | 112,500 | 180,052 | 292,552 | | C. Park Shaper | 92,500 | 180,052 | 272,552 | | Sara Martinez Tucker(2), Audit Committee Chair | 117,500 | 180,052 | 297,552 | | W. Blair Waltrip | 92,500 | 180,052 | 272,552 | | Marcus A. Watts(2), NCGC Committee Chair and Lead Independent Director | 137,500 | 180,052 | 317,552 |

  33. 2024 DIRECTOR COMPENSATION

    (1)Amounts in the Stock Awards column represent the annual stock grants based on a target value of $180,000 per Director. (2)In 2023 Marcus A. Watts was named as Lead Independent Director, Sara Martinez Tucker was named as the Audit Committee Chair, and Jakki L. Haussler was named as Investment Committee Chair.

  34. OUR STRATEGY: GROW REVENUE, LEVERAGE SCALE, AND INVEST CAPITAL

    | | | GROW REVENUE: We plan to grow revenue by remaining relevant to our customers as their preferences evolve through a combination of price, product, and service differentiation strategies. Growing our preneed sales will drive future revenue growth. In 2024, revenue was $4.2 billion and we sold over $2.6 billion in preneed funeral and cemetery sales production. | | | | LEVERAGE SCALE: We leverage our scale by optimizing our network through the use of technology, which benefits our preneed backlog. Our scale also enables us to achieve cost efficiencies by maximizing our purchasing power and utilizing economies of scale through our supply chain channel. | | IMPLEMENTING OUR CORE STRATEGY ALLOWS US TO CREATE SHAREHOLDER VALUE | Growing revenue and leveraging our scale increases cash flow, which enables us to: | | | | | INVEST CAPITAL: We continue maximizing capital investment opportunities in a disciplined and balanced manner to deliver the highest relative return. Our priorities for investing our capital are: 1) investing in acquisitions and building new funeral service and cemetery locations, 2) returning excess cash to shareholders, and 3) managing debt. In 2024, we invested $285 million in acquisitions and new build opportunities and returned $428 million to shareholders through dividends and share repurchases. |

  35. Performance Compensation Measures

    Performance Compensation Measures Annual Performance-Based Incentive Plan: •Normalized Earnings Per Share: Growth of normalized earnings per share through increasing revenue and leveraging our scale enhances shareholder value. •Normalized Free Cash Flow Per Share: Growth in normalized free cash flow per share through normalized EPS growth and effective working capital and maintenance capital management is tied directly to our strategy to effectively invest capital and also enhance shareholder value. •Comparable Preneed Production: Comparable preneed production is the percentage change versus prior year in combined total preneed funeral sales production and total preneed cemetery sales production at comparable same-store locations in US and Canadian currency. Preneed sales production is driving market share growth, adding stability to our revenue stream and creating value for our shareholders. •Modifier - Customer Satisfaction Ratings: Inclusion of our customer satisfaction rating, specifically Google stars, aligns our NEOs’ compensation with our operational performance and success in remaining relevant with our customers and communities. Long-Term Incentive Plan: •Total Shareholder Return: As we grow revenue and leverage our scale, we increase our cash flow allowing the Company to invest capital through enhanced shareholder value delivering superior total shareholder return. •Modifier - Normalized Return on Equity: Growth in return on equity is the long-term result of effectively implementing our core strategy of growing revenue, leveraging our scale, and investing capital as described above.

  36. 2024 COMPANY PERFORMANCE MEASURES

    2024 COMPANY PERFORMANCE MEASURES Earnings Per Share (EPS) Operating Cash Flow (OPCF) (in millions) Preneed Sales Production (in millions) GAAP - Generally Accepted Accounting Principles Adjusted Earnings Per Share and Adjusted Operating Cash Flow are non-GAAP financial measures. Please see Annex A in this Proxy Statement for disclosures and reconciliations to the appropriate GAAP measure.

  37. 2024 COMPANY PERFORMANCE MEASURES

    | 38 | Service Corporation International |

  38. Key Features of Our Compensation Programs

    | What We Do | What We Don't Do | | We pay for performance. A significant portion of the compensation of our NEOs is directly linked to the Company’s performance, as demonstrated by the historical payouts related to our annual and long-term incentive plans. (see page 40 for compensation breakdown) We require stock ownership. Our stock ownership guidelines require each of the Company Officers to hold Company stock with a value linked to a multiple of their respective salaries and to retain all SCI stock acquired from grants of restricted stock and stock options (net of acquisition and tax costs and expenses) until stock ownership guidelines are met. We have claw-back provisions. Our claw-back provisions may be triggered in certain circumstances. If triggered, the provisions allow the Company to recoup annual performance-based incentives, stock options, restricted stock, and performance units. (see page 46 for further details) We seek independent advice. We engage independent consultants to review executive compensation and provide advice to the Compensation Committee. We have an ongoing shareholder outreach program. As part of our commitment to effective corporate governance practices, we regularly engage with shareholders. We specifically discuss executive compensation along with other important governance topics regularly as part of our outreach program. In 2024, we engaged with shareholders representing approximately 60% of the Company's common stock as part of our Proxy Outreach program. (see page 8 for further details) | We do not allow tax gross-ups. We do not provide tax gross-ups in our compensation programs, and we do not have provisions in our executive employment agreements that provide for tax gross-ups in the event of a change of control of the Company. We do not allow hedging or pledging. Our policies prohibit Officers and Directors from hedging or pledging their SCI stock ownership. We do not allow the repricing of stock options. Our policies prohibit subsequent alterations of stock option pricing without shareholder approval. Starting with our 2022 grants, we do not provide single-trigger equity vesting upon a change-in-control. |

  39. CEO PAY AND PERFORMANCE ALIGNMENT

    | | Other Compensation | | | Long-Term Incentive Compensation | | | Annual Performance-Based Incentive Compensation | | | Annual Base Salary | | | SCI TSR | | | S&P 500 TSR |

  40. OTHER NEO DIRECT COMPENSATION

    | | 10% | Annual Base Salary | | | 10% | Annual Performance-Based Incentive Compensation | | | 72% | Long-Term Incentive Compensation | | | 8% | Other Compensation |

  41. OTHER NEO DIRECT COMPENSATION

    | | 21% | Annual Base Salary | | | 14% | Annual Performance-Based Incentive Compensation | | | 53% | Long-Term Incentive Compensation | | | 12% | Other Compensation |

  42. Annual Base Salary

    Annual Base Salary We target the base salary levels of our NEOs within a competitive range of benchmark pay levels defined in the competitive benchmarking study described on page 49. We believe these levels are appropriate to motivate and retain our NEOs, who each have leadership talents and business expertise that make them attractive to other companies. In addition, when adjusting salaries, we may also consider the individual performance of the executive. In the first quarter of 2024, the Compensation Committee made the adjustments reflected below to maintain alignment with market benchmarks for each executive and in recognition of the officers’ strong performance during 2023.

  43. Annual Performance-Based Incentives Paid in Cash

    Annual Performance-Based Incentives Paid in Cash We use annual performance-based incentives paid in cash to focus our NEOs on financial and operational objectives that the Compensation Committee believes are primary drivers of shareholder value over time. In the first quarter of 2024, the Compensation Committee established the performance measures as the basis for annual performance-based incentive awards for our NEOs.

  44. Performance Measures

    Performance Measures We believe normalized earnings per share and free cash flow per share drive the performance of the Company and enhance shareholder value. Comparable preneed cemetery property production is a key driver of current performance, as we are generally able to recognize this revenue at the time of sale when the property is ready and available for use and the receivable from the customer is deemed collectible. While recognition of all other comparable preneed funeral and cemetery production is generally deferred and does not have an immediate impact on earnings, such production is driving future market share growth, adding stability to our future revenue stream, and creating future value for our shareholders over the long term. The 2024 performance measures were similar to the performance measures utilized in 2023 and are outlined below: •Normalized Earnings per Share, which we calculated by applying a 2024 targeted 25.1% effective tax rate to the Company’s calculation of its reported diluted earnings per share and further adjusting to exclude certain non-routine items as described below. The targeted effective tax rate is held constant for calculating our incentive compensation and therefore does not change throughout the year. •Normalized Free Cash Flow per Share, which we calculated by beginning with our cash flows from operating activities and (1) deducting 2024 forecasted capital improvements at existing facilities and capital expenditures to develop cemetery property, (2) utilizing the forecasted

  45. Performance Measures

    | 42 | Service Corporation International |

  46. Performance Measures

    amounts of cash taxes paid in 2024 related to normal operating activities, and (3) dividing the result by the reported weighted average diluted number of shares outstanding in 2024. •Comparable Preneed Production is the percentage of growth over prior year of combined total preneed funeral sales production and total preneed cemetery sales production at comparable same-store locations in US and Canadian dollars with no currency impact. •Modifier - Inclusion of customer satisfaction ratings, specifically Google stars, aligns our NEOs’ compensation with our operational performance and success in remaining relevant with our customers. The Compensation Committee believes it is appropriate to exclude certain non-routine items from the performance measures to encourage appropriate decision-making regarding operations and capital investments. For 2024, the Compensation Committee approved the exclusion of net gains or losses on dispositions, currency gains/losses, losses associated with the early extinguishment of debt, estimates of certain legal matters, and restructuring expense. The Compensation Committee also considered a level of share repurchases in 2024 consistent with our historical experience in setting the targets. The difference between the target and actual repurchases did not materially affect the attainment of the normalized earnings per share or normalized free cash flow per share performance measures. For 2024, we weighted each of the performance measures at one-third. The Compensation Committee established ranges for performance measures and their related payouts as a percentage of the target award for the performance period from January 1 through December 31, 2024. We calculated awards for performance levels between threshold and target or target and maximum using straight-line interpolation. As part of the 2024 plan, the annual performance-based incentive also included an modifier based on a non-financial measure related to online customer satisfaction ratings, specifically Google stars, aligning our NEOs’ compensation with our operational performance and success in remaining relevant with our customers. This modifier allows the Compensation Committee to adjust the annual performance-based incentive downward if our online customer satisfaction ratings fall below an average of 4.25. For 2024, we exceeded the target with an average rating of 4.65; therefore, the annual performance-based award payout was not modified. The 2024 performance targets, SCI’s actual performance, and resulting payout percentages are set forth below.

  47. 2024 PERFORMANCE TARGETS AND ACTUAL PERFORMANCE

    | Performance Measure | Threshold(1) | Target(2) | Max(3) | Actual Performance | Payout Percentage | | | Normalized Earnings Per Share | $3.45 | $3.65 | $3.85 | $3.48 | 15% | 72% 2024 Total Payout Percentage (of Target) | | Normalized Free Cash Flow Per Share | $3.91 | $4.11 | $4.31 | $4.40 | 200% | | | Comparable Preneed Production(4) | 100.0% | 102.5% | 105.0% | 98.8% | 0% | |

  48. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We believe that the grant of annual equity-based awards further aligns the interests of our NEOs with those of the Company’s shareholders. To best align these interests, we grant our NEOs a mix of equity awards, which include stock options, restricted stock, and performance units. These long-term incentive ("LTI") awards are important components of total compensation. In February 2024, the Compensation Committee set each NEO’s 2024 total target value of long-term incentive compensation. In developing this total target value, the Compensation Committee considered several factors including Peer Comparator Group benchmark LTI pay levels, the individual performance of each NEO, the job responsibilities of each NEO, and the overall Company performance in light of the then current economic environment. Once the target value was established for each NEO, we calculated and granted to the NEO (i) the number of stock options that had a value equal to one-third of the total target value, (ii) the number of shares of restricted stock that had a value equal to one-third of the total target value, and (iii) the number of performance units that had a value equal to one-third of the total target value. The grants were made in February 2024. This mix of equity awards is designed to focus our NEOs on driving an appropriate culture and healthy operating platform for the Company, managing our on-going risk profile, and implementing strategies to generate superior total long-term shareholder returns.

  49. Long-Term Incentive Compensation

    | 2025 Proxy Statement | 43 |

  50. Stock Options

    Stock Options Stock options provide NEOs a reward value that is directly attributable to their ability to increase the value of the business and our stock price. Stock options are granted at an exercise price equal to 100% of the fair market value of SCI common stock on the grant date. Stock options vest at a rate of one-third per year and have an eight-year term.

  51. Restricted Stock

    Restricted Stock Restricted stock with service-based vesting provisions promotes retention of our NEOs and encourages stock ownership. The restricted stock awards vest at a rate of one-third per year.

  52. Performance Units

    Performance Units Performance units reward NEOs for the delivery of shareholder returns that compare favorably to similarly available public company investments over a multi-year period. Effective for the 2022 performance unit awards, the performance unit plan measures the three-year total shareholder return (“TSR”) relative to the constituents of the S&P MidCap 400 index. Since SCI does not have many direct performance peers, the Compensation Committee determined that the S&P MidCap 400 is an appropriate comparator set for measuring Relative TSR as it reflects our broad competition for investor capital. Performance units are denominated in shares, which improves shareholder alignment as the underlying unit value fluctuates with our stock price. Relative TSR is defined as the percentage computed from $100 invested in SCI common stock on the first day of the performance cycle, with dividends reinvested, compared to $100 invested in each of the public companies in the S&P MidCap 400 index, with dividend reinvestment during the same period. Relative TSR is an appropriate metric because it (i) aligns the interests of management with the interests of shareholders and (ii) provides a useful means of comparing Company performance relative to the broader market. The performance units also apply a normalized return on equity (ROE) modifier to the TSR metric. The normalized ROE modifier reduces the indicated performance factor by 25% if SCI's average normalized ROE over the three-year performance period does not outperform the three-year ROE average of the S&P MidCap 400® companies. The S&P MidCap 400® (of which SCI is included) provides a benchmark of our performance to companies with which we compete for investor capital at the time the performance units are granted. We cap performance unit payments at the Target amount if our absolute TSR is negative. For the 2022-2024 performance period, the average normalized ROE for SCI was 32.3% versus the S&P MidCap 400® three year ROE average of 13.3%; therefore, the performance factor was not modified.

  53. PERFORMANCE TARGETS AND 2022-2024 ACTUAL PERFORMANCE

    | Performance Factor Level | SCI Weighted Average Total Shareholder Return Ranking Relative to Comparator Group at End of Performance Cycle | % of Target Award Paid as Incentive(1) | SCI(2) Actual Performance Factor | | Maximum | 75th Percentile or greater | 200% | 2022-2024 Performance Cycle Against Peers Above 55th Percentile 125% Performance Factor | | Target | 50th Percentile | 100% | | | Threshold | 25th Percentile | 25% | | | Below Threshold | Less than 25th Percentile | —% | |

  54. Provisions Regarding Clawbacks

    Provisions Regarding Clawbacks Executive Officers In 2023, we adopted an incentive award recoupment policy for seeking the return (clawback) of excess incentive-based compensation that executive officers received that is based on a material error in a previously issued financial statement resulting in a required accounting restatement. The scope of potential recovery extends to incentive-based compensation received by any current or former executive officer who served at any time during the three fiscal years prior to when a restatement becomes required. Incentive compensation includes any cash bonus awarded under the Company's annual incentive plan and any equity-based awards granted pursuant to our Company's long-term incentive plans that are earned, paid/granted or vested wholly (or in part) upon the attainment of any financial reporting measure of the Company. If the circumstances for recoupment are triggered, the Company could seek to recover from the executive officer the following erroneously awarded compensation: •The amount of incentive compensation received that exceeds the amount of incentive compensation that otherwise would have been received had the amount of incentive compensation been determined based on the restated financial reporting measures, computed without regard to any taxes paid by the executive officer or by the Company on the executive officer’s behalf. •For incentive compensation based on total shareholder return or Company stock price, where the amount of erroneously awarded compensation cannot be recalculated from information in an accounting restatement, the amount of erroneously awarded compensation is based on a reasonable estimate by the Compensation Committee of the effect of the accounting restatement on the stock price or total shareholder return upon which the incentive-based compensation was received. Under the policy, the Company may not provide executive officers with indemnity or insurance to insulate them from recovery. The policy applies to all compensation received on or after October 2, 2023. Other Officers In addition, we have provisions for seeking the return (clawback) from our Officers (who are not named executive officers) of cash incentive payments and stock sale proceeds in certain circumstances involving fraud. These provisions cover the following elements of compensation: annual performance-based incentives paid in cash, stock options, restricted stock, and performance units. The provisions are triggered if the Board of Directors determines that an Officer has engaged in fraud that caused, in whole or in part, a material adverse restatement of the Company’s financial statements. In such an event, the Company could seek to recover from the offending Officer the following: •The actual annual performance-based incentive paid in cash to the Officer must be returned, but only if the original payment would have been lower if it had been based on the restated financial results. •Vested and unvested options are cancelled and gains from sales of exercised stock options at any time after the filing of the incorrect financial statements must be returned. •The gains from sales of restricted stock realized at any time after the filing of the incorrect financial statements must be returned and any remaining unvested restricted stock awards are forfeited. •Any unpaid performance unit award is forfeited and Officer must repay the entire amount of the performance unit award payment if the award is paid after the ending date of the period covered by the incorrect financial statements.

  55. Practices Regarding Timing of Equity Grants

    Practices Regarding Timing of Equity Grants The Compensation Committee authorizes all equity awards during its regularly scheduled quarterly meeting in February each year. The scheduling of this February meeting is established by the Compensation Committee during a meeting the prior November. By the time the Compensation Committee meets in February, the Company has already announced its year-end earnings and filed its Form 10-K for that period. All agreements for equity grants have the same effective date as the date of the Compensation Committee’s February meeting. While the Company does not maintain a formal policy on the issuance of equity awards, it does not, and has not, coordinated the release of material non-public information (MNPI) to influence the value of executive compensation. Furthermore, the Company believes the current grant timing approach effectively reduces the likelihood of issuing awards while in possession of MNPI.

  56. Practices Regarding Timing of Equity Grants

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  57. Employment Agreements and Termination Payment Arrangements

    Employment Agreements and Termination Payment Arrangements The Company has employment agreements with Thomas L. Ryan, Eric D. Tanzberger, Sumner J. Waring, Elisabeth G. Nash and John H. Faulk. These agreements have current terms expiring December 31, 2025. Annually, the Company may extend each agreement for an additional year unless notice of nonrenewal is given by either party. The employment agreements articulate the terms and conditions of the NEOs’ employment with the Company including termination provisions and noncompetition obligations. Each November, we review the list of the NEOs and other officers with employment agreements in effect and the terms and conditions of their employment and determine whether to extend, modify, or allow the agreements to expire. Consistent with this review, our executive employment agreements do not include any obligation to pay tax gross-ups in the event of a change in control of the Company. In 2021, we replaced our executive employment agreements with updated terms (see page 57 for more information). For further discussion of these employment agreements, refer to “Executive Compensation Tables - Executive Employment Agreements” beginning on page 57.

  58. Employment Agreements and Termination Payment Arrangements

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  59. Employment Agreements and Termination Payment Arrangements

    Our employment agreements and compensation plans have historically incorporated arrangements for certain payments upon change of control of the Company and for other terminations. We believe that these arrangements have been and are necessary to attract, motivate, reward, and retain the executive management talent required to achieve our corporate strategy. In the context of a possible acquisition or merger of the Company, we believe that change of control provisions (i) help focus our executives on strategic alternatives that would maximize shareholder value, and (ii) provide for personal financial security, thereby reducing a potential distraction for the executive. Our change of control and other termination payment arrangements do not affect decisions regarding other compensation elements. We structured the terms and payout of our arrangements based upon our historical practice and competitive considerations, including advice from an independent consultant and features that are commonly used by other publicly traded companies. We removed automatic single-trigger vesting upon change in control effective for equity awards granted in 2022. For further discussion of termination arrangements, refer to “Executive Compensation Tables - Potential Payments Upon Termination” on page 59.

  60. Employment Agreements and Termination Payment Arrangements

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  61. Role of Compensation Consultants

    Role of Compensation Consultants Compensation decisions are made by our Compensation Committee, based in part on input from independent consultants. Meridian has served as our independent advisor on executive compensation since 2010. Meridian is retained by and reports directly to the Compensation Committee, which has the authority to approve Meridian’s fees and other terms of engagement. Services performed by Meridian for the Compensation Committee during 2024 included preparation of competitive benchmarking reviews regarding the executive and Director compensation, evaluation of proposed compensation programs or changes to existing programs, provision of information on current trends in executive compensation, and updates regarding applicable legislative and governance activity. Annually, the Compensation Committee reviews the fee structure, services, and performance of their independent consultants.

  62. Compensation Benchmarking Tools

    Compensation Benchmarking Tools In November 2023, in its consideration of 2024 compensation for the NEOs, the Compensation Committee reviewed a competitive benchmarking study prepared by Meridian. The benchmarking study provided market data for each of the NEOs, reflecting pay rates for similar positions among a group of general industry companies (the “Peer Comparator Group”). The Compensation Committee used the competitive benchmark study as a reference point for assessing the overall competitiveness of our executive compensation program. At the request of the Compensation Committee, Meridian developed the Peer Comparator Group for 2024 by reviewing a diversified group of companies that participated in the Equilar Executive Compensation Survey. Meridian developed the Peer Comparator Group based on company size parameters. The Compensation Committee believes this approach reflects an objective and credible methodology and results in an effective working range of competitive compensation benchmarks that appropriately considers the overall complexity of SCI’s business model. For example, the Company sells preneed contracts (approximately $2.6 billion in 2024) that are substantially deferred into its growing backlog that will be recognized as future revenue at the time of need or when the services and merchandise are provided. These preneed contracts are administered by the Company over long periods of time, and the Company oversees the management and administration of approximately $8.9 billion in trust assets and related receivables, the earnings of which are typically deferred under GAAP. In addition, executive management oversees a people-centric business of 25,000 employees, including approximately 3,600 preneed sales personnel whose production may not initially impact revenue under GAAP. The Compensation Committee reviews the methodology and composition of the Peer Comparator Group annually and may consider modification to the methodology or source of data, as warranted. The Peer Comparator Group used to inform 2024 pay decisions comprised 166 companies set forth in Annex B in this Proxy Statement, against which SCI is positioned near or above the median in terms of revenue, market capitalization, and enterprise value. The Peer Comparator Group does not include Carriage Services, Inc., a direct industry competitor, as it did not meet the relevant financial criteria for inclusion.

  63. Compensation Benchmarking Tools

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  64. Summary Compensation Table

    Summary Compensation Table The following table sets forth information for each year in the three-year period ended December 31, 2024 with respect to NEOs. The determination as to which executive Officers were most highly compensated was made with reference to the amounts required to be disclosed under the “Total” column in the table.

  65. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  66. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Thomas L. Ryan Chairman of the Board Chief Executive Officer | 2024 | $1,200,000 | $6,031,169 | $2,436,226 | $1,162,890 | $— | $944,604 | $11,774,889 | | | 2023 | 1,200,000 | 5,155,621 | 2,292,620 | 1,489,914 | — | 1,118,573 | 11,256,728 | | | 2022 | 1,200,000 | 4,483,147 | 2,203,060 | 3,120,000 | — | 1,729,976 | 12,736,183 | | Eric D. Tanzberger Executive Vice President Chief Financial Officer | 2024 | 670,000 | 1,511,182 | 609,920 | 480,948 | — | 446,667 | 3,718,717 | | | 2023 | 650,000 | 1,310,454 | 584,955 | 597,805 | — | 486,410 | 3,629,624 | | | 2022 | 630,000 | 1,047,747 | 515,516 | 1,260,000 | — | 672,506 | 4,125,769 | | Sumner J. Waring, III President | 2024 | 670,000 | 1,436,638 | 580,548 | 480,948 | — | 400,698 | 3,568,832 | | | 2023 | 650,000 | 1,232,241 | 549,555 | 597,805 | — | 468,236 | 3,497,837 | | | 2022 | 630,000 | 987,299 | 484,673 | 1,260,000 | — | 677,640 | 4,039,612 | | Steven A. Tidwell(5) Former Senior Vice President, Sales and Marketing | 2024 | 610,000 | 965,665 | 390,487 | 350,303 | — | 273,380 | 2,589,835 | | | 2023 | 580,000 | 852,353 | 379,294 | 426,741 | — | 333,852 | 2,572,240 | | | 2022 | 560,000 | 732,919 | 360,200 | 896,000 | — | 494,628 | 3,043,747 | | Elisabeth G. Nash Senior Vice President Operations Services | 2024 | 570,000 | 830,133 | 335,197 | 327,332 | — | 255,171 | 2,317,833 | | | 2023 | 540,000 | 727,852 | 325,350 | 397,310 | — | 317,068 | 2,307,580 | | John H. Faulk Senior Vice President Chief Operating Officer | 2024 | 490,000 | 620,058 | 250,534 | 281,391 | — | 253,707 | 1,895,690 |

  67. SUMMARY COMPENSATION TABLE

    (1)The Stock Awards column, which includes the Performance Unit Plan denominated in shares, and the Option Awards column set forth the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions made for the valuation of the awards are set forth in Note 11 to the consolidated financial statements included in the SCI 2024 Annual Report on Form 10-K. (2)The Non-Equity Incentive Plan (EIP) column includes annual performance incentive paid in cash. (3)This column previously set forth the change in the actuarial present value of each executive’s accumulated benefit in 2022 for the Supplemental Executive Retirement Plan for Senior Officers (Senior SERP). During the year ended December 31, 2022, Thomas L. Ryan's pension value declined $29,190, and Eric D. Tanzberger's declined $23,055. The assumptions made for quantifying the present value of the benefits are set forth in Note 12 to the consolidated financial statements included in the SCI 2024 Annual Report on Form 10-K. In December 2022, we amended the Senior SERP to terminate the participation of all our active employees, which resulted in the payment of a discounted lump sum of the future benefits payable to Thomas L. Ryan and Eric D. Tanzberger in the amount of $192,806 and $95,685, respectively; these amounts are included in all other compensation column. As a result of the termination, in 2023 and 2024, the value of the Senior SERP for our NEOs is zero. (4)See 2024 All Other Compensation table below for more information. (5)In connection with Steven A. Tidwell's retirement, his then-outstanding stock options and restricted stock awards were accelerated, in accordance with the terms of the applicable award agreements, contingent upon (i) Mr. Tidwell's reaffirming the non-compete obligations in his employment agreement and (ii) providing a clawback in the event of a violation of his non-compete obligations. The settlement of Mr. Tidwell's performance unit grant awards will remain at risk and be determined at the end of each performance cycle based on the payment factors set forth in the award agreements. Under the terms of his retirement arrangement, Mr. Tidwell will also provide succession planning, transition and other consultative services to the Company through June 30, 2025.

  68. SUMMARY COMPENSATION TABLE

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  69. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth plan-based awards granted in 2024 with the four lines pertaining to: •First line - Annual Performance-Based Incentives Paid in Cash •Second line - Performance Units, granted February 14, 2024 •Third line - Restricted Stock, granted February 14, 2024 •Fourth line - Stock Options, granted February 14, 2024

  70. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  71. GRANTS OF PLAN-BASED AWARDS

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Restricted Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/Sh) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Thomas L. Ryan | — | 1,620,000 | 3,240,000 | | | | | | | | | | | | | | 8,900 | 35,600 | 71,200 | | | | | 3,543,085 | | | | | | | | | 35,600 | | | | 2,488,084 | | | | | | | | | | 141,000 | 70.58 | 70.58 | 2,436,226 | | Eric D. Tanzberger | — | 670,000 | 1,340,000 | | | | | | | | | | | | | | 2,230 | 8,920 | 17,840 | | | | | 887,762 | | | | | | | | | 8,920 | | | | 623,419 | | | | | | | | | | 35,300 | 70.58 | 70.58 | 609,920 | | Sumner J. Waring, III | — | 670,000 | 1,340,000 | | | | | | | | | | | | | | 2,120 | 8,480 | 16,960 | | | | | 843,971 | | | | | | | | | 8,480 | | | | 592,667 | | | | | | | | | | 33,600 | 70.58 | 70.58 | 580,548 | | Steven A. Tidwell | — | 488,000 | 976,000 | | | | | | | | | | | | | | 1,425 | 5,700 | 11,400 | | | | | 567,292 | | | | | | | | | 5,700 | | | | 398,373 | | | | | | | | | | 22,600 | 70.58 | 70.58 | 390,487 | | Elisabeth G. Nash | — | 456,000 | 912,000 | | | | | | | | | | | | | | 1,225 | 4,900 | 9,800 | | | | | 487,672 | | | | | | | | | 4,900 | | | | 342,461 | | | | | | | | | | 19,400 | 70.58 | 70.58 | 335,197 | | John H. Faulk | — | 392,000 | 784,000 | | | | | | | | | | | | | | 915 | 3,660 | 7,320 | | | | | 364,261 | | | | | | | | | 3,660 | | | | 255,797 | | | | | | | | | | 14,500 | 70.58 | 70.58 | 250,534 |

  72. GRANTS OF PLAN-BASED AWARDS

    The material terms of each element of compensation are described in the “Compensation Discussion and Analysis.” In the table above, the performance unit grants are valued using a Monte Carlo valuation at the grant date. In addition, the 2024 performance units provide for pro-rata vesting in the event of (i) death, (ii) disability, (iii) at the discretion of the Compensation Committee, retirement at age 60 with ten years of service or retirement at age 55 with 20 years of service, or (iv) termination by the Company not for cause. The pro-rata vesting is determined by the number of months of service by the executive during the three-year performance period, divided by 36 (which is the number of months in a performance period). For a change of control of the Company, the performance units vest 100% and will be paid at target if the executive is terminated without cause or resigns for good reason within the time period that begins 60 days before a change in control and ends two years after a change in control, or if the acquiring company fails to assume or replace the outstanding equity upon the change of control. The restricted stock grants and stock option grants vest one-third per year. In addition, the restricted stock grants and stock option grants vest 100% in the event of (i) death, (ii) disability, (iii) in the discretion of the Compensation Committee, retirement at age 60 with ten years of service or retirement at age 55 with 20 years of service, (iv) termination by the Company not for cause, or (v) upon a change of control of the Company. Holders of restricted stock receive dividend payments at the same rate as holders of outstanding shares of SCI common stock.

  73. GRANTS OF PLAN-BASED AWARDS

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  74. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information concerning unexercised options, restricted stock awards, and performance unit plan share awards that have not vested as of the end of our last completed fiscal year.

  75. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

  76. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

    | | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested(5) (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(6) (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | | Name | Exercisable | Unexercisable | | | | | | | | Thomas L. Ryan | 200,000 | — | $37.53 | 2/13/2026 | 69,000 | $5,507,580 | 207,000 | $16,522,740 | | | 289,000 | — | 42.63 | 2/20/2027 | | | | | | | 352,000 | — | 50.82 | 2/19/2028 | | | | | | | 235,000 | — | 49.59 | 2/17/2029 | | | | | | | 133,333 | 66,667(1) | 59.76 | 2/16/2030 | | | | | | | 45,333 | 90,667(2) | 70.34 | 2/15/2031 | | | | | | | — | 141,000(3) | 69.98 | 2/14/2032 | | | | | | Eric D. Tanzberger | 80,800 | — | 50.82 | 2/19/2028 | 17,167 | 1,370,243 | 50,900 | 4,062,838 | | | 54,800 | — | 49.59 | 2/17/2029 | | | | | | | 31,200 | 15,600(1) | 59.76 | 2/16/2030 | | | | | | | 11,566 | 23,134(2) | 70.34 | 2/15/2031 | | | | | | | — | 35,300(3) | 69.98 | 2/14/2032 | | | | | | Sumner J. Waring, III | 36,100 | — | 50.82 | 2/19/2028 | 16,240 | 1,296,277 | 48,080 | 3,837,746 | | | 50,300 | — | 49.59 | 2/17/2029 | | | | | | | 29,333 | 14,667(1) | 59.76 | 2/16/2030 | | | | | | | 10,866 | 21,734(2) | 70.34 | 2/15/2031 | | | | | | | — | 33,600(3) | 69.98 | 2/14/2032 | | | | | | Steven A. Tidwell (4) | 38,000 | — | 49.59 | 2/17/2029 | — | — | — | — | | | 32,700 | — | 59.76 | 2/16/2030 | | | | | | | 22,500 | — | 70.34 | 2/15/2031 | | | | | | | 22,600 | — | 69.98 | 2/14/2032 | | | | | | Elisabeth G. Nash | 42,400 | — | 37.53 | 2/13/2026 | 9,610 | 767,070 | 28,940 | 2,309,991 | | | 34,500 | — | 42.63 | 2/20/2027 | | | | | | | 44,700 | — | 50.82 | 2/19/2028 | | | | | | | 30,200 | — | 49.59 | 2/17/2029 | | | | | | | 18,733 | 9,367(1) | 59.76 | 2/16/2030 | | | | | | | 6,433 | 12,867(2) | 70.34 | 2/15/2031 | | | | | | | — | 19,400(3) | 69.98 | 2/14/2032 | | | | | | John H. Faulk | 29,100 | — | 37.53 | 2/13/2026 | 6,990 | 557,942 | 20,700 | 1,652,274 | | | 24,600 | — | 42.63 | 2/20/2027 | | | | | | | 32,700 | — | 50.82 | 2/19/2028 | | | | | | | 22,400 | — | 49.59 | 2/17/2029 | | | | | | | 12,733 | 6,367(1) | 59.76 | 2/16/2030 | | | | | | | 4,633 | 9,267(2) | 70.34 | 2/15/2031 | | | | | | | — | 14,500(3) | 69.98 | 2/14/2032 | | | | |

  77. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

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  78. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

    (1)These unexercisable options expiring 2/16/2030 vest 100% on 02/16/2025. (2)These unexercisable options expiring 2/15/2031 vest 50% each on 02/16/2025 and 02/15/2026. (3)These unexercisable options expiring 2/14/2032 vest 33% each on 02/16/2025, 02/15/2026, and 02/14/2027. (4)In connection with Steven A. Tidwell's retirement as outlined on p. 50, the Compensation Committee approved the immediate acceleration of Mr. Tidwell's 48,500 nonqualified stock options and 11,200 restricted stock awards. (5)The restricted stock for each person in the table vests as follows:

  79. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

    | | Shares Vesting 03/05/2025 | Shares Vesting 03/05/2026 | Shares Vesting 03/05/2027 | Total Shares Vesting | | Thomas L. Ryan | 34,500 | 22,633 | 11,867 | 69,000 | | Eric D. Tanzberger | 8,483 | 5,710 | 2,974 | 17,167 | | Sumner J. Waring, III | 8,013 | 5,400 | 2,827 | 16,240 | | Elisabeth G. Nash | 4,823 | 3,153 | 1,634 | 9,610 | | John H. Faulk | 3,450 | 2,320 | 1,220 | 6,990 |

  80. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

    (6)These unearned performance unit plan share units vest as indicated below upon attainment of certain performance goals based on our three-year TSR as discussed in the Compensation Discussion and Analysis. Based on our 2024 performance exceeding the target goals, the share unit amounts and fair values disclosed in this table and the vesting schedule below represent the maximum awards, which could change over the remaining performance period.

  81. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

    | | PUP Share Units Vesting 02/17/2025 | PUP Share Units Vesting 02/16/2026 | PUP Share Units Vesting 02/15/2027 | Total PUP Share Units Vesting | | Thomas L. Ryan | 71,200 | 64,600 | 71,200 | 207,000 | | Eric D. Tanzberger | 16,640 | 16,420 | 17,840 | 50,900 | | Sumner J. Waring, III | 15,680 | 15,440 | 16,960 | 48,080 | | Elisabeth G. Nash | 10,020 | 9,120 | 9,800 | 28,940 | | John H. Faulk | 6,780 | 6,600 | 7,320 | 20,700 |

  82. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning each exercise of stock options and each vesting of restricted stock during the last fiscal year on an aggregated basis.

  83. OPTION EXERCISES AND STOCK VESTED FOR THE YEAR ENDED DECEMBER 31, 2024

    OPTION EXERCISES AND STOCK VESTED FOR THE YEAR ENDED DECEMBER 31, 2024

  84. OPTION EXERCISES AND STOCK VESTED FOR THE YEAR ENDED DECEMBER 31, 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(1) | | Thomas L. Ryan | 627,000 | $28,437,402 | 36,000 | $2,666,160 | | Eric D. Tanzberger | 66,200 | 2,108,563 | 8,634 | 639,434 | | Sumner J. Waring, III | 36,100 | 1,291,206 | 8,053 | 596,405 | | Steven A. Tidwell(2) | 144,695 | 4,817,894 | 17,087 | 1,333,335 | | Elisabeth G. Nash | 56,100 | 3,190,837 | 4,910 | 363,635 | | John H. Faulk | — | — | 3,504 | 259,506 |

  85. OPTION EXERCISES AND STOCK VESTED FOR THE YEAR ENDED DECEMBER 31, 2024

    (1)Includes the shares and value of restricted stock that were deferred into the Executive Deferred Compensation Plan, described hereinafter under the caption “Executive Deferred Compensation Plan”, as follows: 36,000 shares with a value of $2,666,160 for Thomas L. Ryan, 4,317 shares with a value of $319,717 for Eric D. Tanzberger and 3,437 shares with a value of $254,544 for Elisabeth G. Nash. (2)In connection with Steven A. Tidwell's retirement as outlined on p. 50, the Compensation Committee approved the immediate acceleration of Mr. Tidwell's 11,200 restricted stock awards, which had a realized value of $897,344 as of December 31, 2024, along with 48,500 nonqualified stock options, none of which had been exercised as of that date.

  86. NONQUALIFIED DEFERRED COMPENSATION IN 2024

    NONQUALIFIED DEFERRED COMPENSATION IN 2024

  87. NONQUALIFIED DEFERRED COMPENSATION IN 2024

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Distributions/ Withdrawals ($) | Aggregate Balance at Last FYE(4) ($) | | Thomas L. Ryan | $3,357,047 | $603,679 | $8,886,686 | $6,650,762 | $66,564,307 | | Eric D. Tanzberger | 390,809 | 266,728 | 649,761 | 3,038,591 | 11,771,060 | | Sumner J. Waring, III | 223,339 | 266,728 | 1,341,572 | 134,640 | 8,113,801 | | Steven A. Tidwell | 409,852 | 209,615 | 961,607 | — | 8,888,391 | | Elisabeth G. Nash | 1,004,184 | 193,702 | 3,558,381 | — | 26,241,612 | | John H. Faulk | 93,679 | 165,416 | 631,477 | 152,259 | 3,316,923 |

  88. NONQUALIFIED DEFERRED COMPENSATION IN 2024

    (1)These executive contributions were made in 2024 and are included in the Summary Compensation Table for the year 2024 in the amounts and in the table titled Executive Contributions in 2024 below. (2)The registrant contributions are included in the Summary Compensation Table under the “All Other Compensation” column. (3)The earnings reflect the returns of the measurement funds selected by the executives and are not included in the Summary Compensation Table. (4)The amounts below include reported contributions included in the Summary Compensation Table for years prior to 2024 and are included in the table titled Cumulative Contributions from Previous Years below.

  89. Potential Payments Upon Termination

    Potential Payments Upon Termination The Company has entered into certain agreements and maintains certain plans that require the Company to provide compensation to NEOs in the event of a termination of employment. The amount of compensation payable to each NEO(1) in each situation is listed in the tables below. In addition, each NEO is entitled to receive his benefits described in the preceding tables titled “Pension Benefits” and “Nonqualified Deferred Compensation in 2024.”

  90. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees (excluding the CEO) and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We used December 31, 2024 as our determination date and identified the median employee by examining total gross wages for all full-time, part-time, and seasonal employees who were employed at that date. After identifying the median employee, we calculated annual 2024 compensation for the median employee using the same methodology used to calculate the CEO’s total compensation as reflected in the Summary Compensation Table on page 51 of this Proxy Statement. The median employee’s 2024 total compensation was $42,640. The CEO’s 2024 annual total compensation was $11,774,889, which is 276 times the annual total compensation of the median employee (excluding the CEO). We believe that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In addition, because the Securities and Exchange Commission rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  91. Pay Versus Performance

    Pay Versus Performance As discussed in the Compensation Discussion and Analysis beginning on page 35, our Compensation Committee has implemented an executive compensation program designed to link our NEOs’ compensation to the achievement of SCI’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2024, 2023, 2022, 2021, and 2020.

  92. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table (SCT) Total Compensation for CEO(1) | Compensation Actually Paid to CEO(1),(2),(4) | Average SCT Total Compensation for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(1),(3),(4) | Cumulative TSR | Peer Group Cumulative TSR(5) | Post-Tax Net Income (In thousands) | Normalized Earnings Per Share(6) | | 2024 | $11,774,889 | $17,758,374 | $2,818,182 | $4,401,771 | $188.20 | $106.50 | $518,648 | $3.48 | | 2023 | 11,256,728 | 11,187,121 | 3,001,820 | 2,971,933 | 158.90 | 126.90 | 537,317 | 3.44 | | 2022 | 12,736,183 | 14,191,951 | 3,528,998 | 4,193,758 | 157.70 | 116.00 | 565,338 | 3.85 | | 2021 | 11,708,035 | 29,259,594 | 3,229,307 | 6,124,407 | 159.40 | 155.30 | 802,939 | 4.53 | | 2020 | 11,529,920 | 13,218,050 | 2,920,816 | 3,233,364 | 108.60 | 109.00 | 515,907 | 2.86 |

  93. Pay Versus Performance

    (1)For each year presented, Thomas L. Ryan was our CEO and Eric D. Tanzberger, Sumner J. Waring, III, and Steven A. Tidwell were included in Other NEOs. For years 2022 and 2021, Gregory T. Sangalis was included in Other NEOs. Gregory T. Sangalis effectively retired on March 22, 2023 and was replaced as a NEO by Elisabeth G. Nash. For years 2024 and 2023, Elisabeth G. Nash was included in Other NEOs. Steven A. Tidwell effectively retired on October 1, 2024. For year 2024, John H. Faulk was added to the individuals comprising the Other NEOs.

  94. Pay Versus Performance

    | 60 | Service Corporation International |

  95. Pay Versus Performance

    (2)To calculate the amounts in the "Compensation Actually Paid to CEO" column in the table above, the following amounts were deducted from and added to (as applicable) our CEO's "Total" compensation as reported in the SCT:

  96. Pay Versus Performance

    | Compensation Actually Paid to CEO | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as Reported in SCT | $11,774,889 | $11,256,728 | $12,736,183 | $11,708,035 | $11,529,920 | | Pension and Equity Values Reported in SCT | (8,467,395) | (7,448,241) | (6,879,013) | (6,021,236) | (7,318,678) | | Fair Value of Equity Compensation Granted in Current Year - Value at Year End | 10,425,682 | 6,644,691 | 9,821,155 | 12,367,931 | 6,744,257 | | Dividends Paid on Unvested Restricted Share Awards | 91,080 | 77,728 | 77,588 | 73,011 | 69,654 | | Change in the Fair Value of Awards Made in Prior Fiscal Years That Were Unvested at End of Current Fiscal Year | 3,032,178 | (194,998) | 2,187,970 | 10,527,347 | 1,233,016 | | Change in the Fair Value of Awards Made in Prior Fiscal Years That Vested During Current Fiscal Year | 901,940 | 851,213 | (3,751,932) | 604,506 | 959,881 | | Compensation Actually Paid to CEO | $17,758,374 | $11,187,121 | $14,191,951 | $29,259,594 | $13,218,050 |

  97. Pay Versus Performance

    (3)To calculate the amounts in the "Average Compensation Actually Paid to Other NEOs" column in the table above, the following amounts were deducted from and added to (as applicable) our Other NEOs "Total" compensation as reported in the SCT for that year:

  98. Pay Versus Performance

    | Average Compensation Actually Paid to Other NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as Reported in SCT | $2,818,182 | $3,001,820 | $3,528,998 | $3,229,307 | $2,920,816 | | Pension and Equity Values Reported in SCT | (1,506,072) | (1,490,513) | (1,317,879) | (1,154,731) | (1,373,938) | | Fair Value of Equity Compensation Granted in Current Year - Value at Year End | 1,854,388 | 1,329,663 | 1,900,629 | 2,013,352 | 1,267,017 | | Dividends Paid on Unvested Restricted Share Awards | 19,313 | 15,036 | 14,891 | 13,840 | 12,994 | | Change in the Fair Value of Awards Made in Prior Fiscal Years That Were Unvested at End of Current Fiscal Year | 832,155 | (39,400) | 772,621 | 1,972,241 | 228,765 | | Change in the Fair Value of Awards Made in Prior Fiscal Years That Vested During Current Fiscal Year | 383,805 | 155,327 | (705,502) | 50,398 | 177,710 | | Average Compensation Actually Paid to Other NEOs | $4,401,771 | $2,971,933 | $4,193,758 | $6,124,407 | $3,233,364 |

  99. Pay Versus Performance

    (4)The weighted average key assumptions utilized to determine the equity awards adjustments in the Compensation Actually Paid tables above were as follows:

  100. Pay Versus Performance

    | Weighted Average Assumptions | 2024 | 2023 | 2022 | 2021 | 2020 | | Dividend Yield | 1.7% | 1.5% | 1.6% | 1.7% | 1.7% | | Expected Volatility | 26.8% | 27.4% | 26.2% | 24.2% | 21.8% | | Risk-Free Interest Rate | 4.4% | 4.2% | 2.9% | 0.4% | 0.8% | | Expected Holding Period (Years) | 2.6 | 2.6 | 2.1 | 2.1 | 2.1 | | Market Price of Stock | $75.60 | $70.10 | $63.95 | $60.74 | $48.93 | | Exercise Price | $63.29 | $56.64 | $50.53 | $45.67 | $40.06 |

  101. Pay Versus Performance

    (5)The Peer Group Cumulative TSR set forth in this table utilizes a custom group of peer companies (the “Peer Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The Peer Group in 2024 comprises Carriage Services, Inc. and Matthews International Corp. as Hillenbrand spun off their industry related business and Park Lawn Corporation is no longer a public company. The Peer Group in 2020-2023 comprises Carriage Services, Inc., Hillenbrand Inc., Matthews International Corp., and Park Lawn Corporation. TSR is determined based on the value of an initial fixed investment of $100. Total return data assumes reinvestment of dividends. (6)We believe normalized earnings per share drives the performance of the Company and enhances shareholder value. Normalized Earnings per Share is calculated by applying a targeted effective tax rate of approximately 25.1% to the Company’s calculation of its reported diluted earnings per share and further adjusting to exclude certain non-routine items as described in the Performance Measures section of the Compensation Discussion and Analysis (CD&A) on page 42. The following is the list of the metrics used by the Company to link the compensation of our NEOs to Company performance.

  102. Pay Versus Performance

    | 2024 Compensation Metrics (discussed in detail in the Compensation Discussion & Analysis section) | | | Normalized Earnings Per Share | Customer Satisfaction Ratings | | Normalized Free Cash Flow Per Share | Total Shareholder Return | | Comparable Preneed Production | Normalized Return on Equity |

  103. Pay Versus Performance

    | 2025 Proxy Statement | 61 |

  104. COMPENSATION ACTUALLY PAID AND NORMALIZED EPS ALIGNMENT

    COMPENSATION ACTUALLY PAID AND NORMALIZED EPS ALIGNMENT

  105. COMPENSATION ACTUALLY PAID AND NORMALIZED EPS ALIGNMENT

    | | Compensation Actually Paid to CEO (in millions) | | | Average Compensation Actually Paid to Other NEOs (in millions) | | — | Normalized Earnings Per Share |

  106. COMPENSATION ACTUALLY PAID AND POST-TAX NET INCOME ALIGNMENT

    COMPENSATION ACTUALLY PAID AND POST-TAX NET INCOME ALIGNMENT

  107. COMPENSATION ACTUALLY PAID AND POST-TAX NET INCOME ALIGNMENT

    | | Compensation Actually Paid to CEO (in millions) | | | Average Compensation Actually Paid to Other NEOs (in millions) | | — | Post-Tax Net Income (in millions) |

  108. COMPENSATION ACTUALLY PAID AND TSR ALIGNMENT

    COMPENSATION ACTUALLY PAID AND TSR ALIGNMENT

  109. COMPENSATION ACTUALLY PAID AND TSR ALIGNMENT

    | | Compensation Actually Paid to CEO (in millions) | | | Average Compensation Actually Paid to Other NEOs (in millions) | | — | SCI Cumulative TSR | | — | Peer Group Cumulative TSR |

  110. COMPENSATION ACTUALLY PAID AND TSR ALIGNMENT

    | 62 | Service Corporation International |

  111. COMPENSATION ACTUALLY PAID AND TSR ALIGNMENT

    | | | | Certain Transactions | |

  112. COMPENSATION ACTUALLY PAID AND TSR ALIGNMENT

    In February 2007, the Company adopted a written policy regarding “related person transactions”, which are required to be disclosed under SEC rules. Generally, these are transactions that involve (i) the Company, (ii) a Director, Officer, or 5% shareholder, or their family member or affiliates, and (iii) an amount over $120,000. Under the policy, our General Counsel will review any related person transaction with our Nominating and Corporate Governance Committee or its Chair. Then, the Committee or the Chair will make a determination whether the transaction is consistent with the best interests of the Company and our shareholders. The Nominating and Corporate Governance Committee reviewed and approved the following reported transactions: In 2024, SCI Shared Resources, LLC, a subsidiary of the Company, paid $276,696 in compensation to Mr. Bryan Bentley in his capacity as an employee. Mr. Bentley is the son-in-law of Alan R. Buckwalter, a Director of the Company. Mr. R. L. Waltrip was the Founder and Chairman Emeritus of the Company. He was also the father of Mr. W. Blair Waltrip, a Director of the Company. Mr. R. L. Waltrip passed away on February 27, 2023. Pursuant to the terms of his employment agreement, in 2024, Mr. R. L. Waltrip’s Estate was paid $768,823, which is the remainder of his 2023 base salary as well as a pro rated bonus of $69,564. As approved by the Committee in 2024, the family of Sumner J. Waring, III, President, has had a relationship with SCI that began in 1996, when the family sold its business to SCI. Sumner Waring’s mother owns a company that leases funeral homes to the Company under a lease expiring in 2026 for which the Company paid rent of $200,000 in 2024. The total amount of real estate rent paid annually to Mrs. Waring's company is approximately 1% of the total rent paid by the Company for leasing real estate.

  113. COMPENSATION ACTUALLY PAID AND TSR ALIGNMENT

    | 2025 Proxy Statement | 63 |

  114. COMPENSATION ACTUALLY PAID AND TSR ALIGNMENT

    | | | | Voting Securities and Principal Holders | |