SEC Form PRE 14A filed by Carriage Services Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.    )

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under Rule 14a-12

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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March [27], 2026​

Dear Fellow Shareholder:

We are pleased to invite you to the 2026 Annual Meeting of Shareholders of Carriage Services, Inc. (“Carriage”). The Annual Meeting will be held at 3040 Post Oak Boulevard, Lobby Conference Room, Houston, Texas 77056 on Tuesday, May 12, 2026, at 9:00 a.m., Central Time. Whether or not you plan to attend the Annual Meeting, we ask that you participate by casting your vote at your earliest convenience.

Over the last three years, we have focused on the disciplined execution of our strategic objectives that started with improving our financial flexibility, strengthening our execution discipline, and embedding a culture at Carriage that can sustain long-term performance. We are excited that these foundational investments have begun to translate into measurable outcomes, improved quality of earnings, and renewed confidence in our long-term value creation potential. For example, 2025 marked the beginning of our first phase of purposeful growth through our completion of approximately $60 million in strategic acquisitions, while maintaining our commitment to portfolio optimization and balance sheet discipline. We also continued to enhance operational execution through the introduction of improved systems and processes to reduce variability, improve consistency, and strengthen our performance in a manner that is aligned with our focus on innovation and technology. We believe these enhancements will create a competitive advantage for us as a disciplined consolidator of high-quality assets in a highly fragmented industry. Additionally, we remain committed to continued improvement in our governance practices, as shown by the inclusion of a proposal to declassify our election of directors. This proposal, along with the changes we have made to our governance policies as highlighted throughout the Proxy Statement, are part of our continued commitment to the highest standards of corporate governance which includes acting upon the feedback we receive through our shareholder engagement.

As we begin 2026, we believe Carriage has successfully navigated our focus on rebuilding a strong foundation, and is now operating with clarity, alignment, and momentum. We expect these efforts will result in continuing to generate long-term value for our shareholders as we remain guided by a clear, consistent framework in our purpose statement, and focused on our three strategic objectives, which serve as the foundation for how we operate and allocate resources.

As Non-Executive Chair and Vice Chair of the Board of Directors, we encourage our shareholders to take the time to get to know the Carriage story, our history, vision, and strategy, and the people who are leading our Company to new heights by embracing our rich history and unique culture while continuously evolving to identify areas where we can get even better. Before voting your shares, we encourage you to read our prior earnings releases and other filings and reach out if you have questions or would like to learn more. Both our Board and Executive Leadership team will be happy to visit with you, or put you in touch with any one of our talented leaders located throughout the country.

As we do every year, we invite all shareholders to visit any of our businesses or travel to Houston to meet our Support Center team, where you can see our teams working towards creating a premier experience through innovation, empowered partnership, and elevated service for our Company and the families we serve.

We hope you can join us on May 12th and we encourage you to read the Notice of Annual Meeting and Proxy Statement, which contains information about the voting options, instructions, and descriptions of the proposals for this meeting. It is important that your voice is heard and your shares are represented at the Annual Meeting by casting your vote as soon as possible. Thank you for your belief in, and support of, Carriage and the people who serve our families and drive high performance every day across our portfolio of funeral homes and cemeteries.

Sincerely,

PRELIMINARY NOTICE AND PROXY STATEMENT — SUBJECT TO COMPLETION

CARRIAGE SERVICES, INC.
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056​

NOTICE OF 2026 ANNUAL
MEETING OF SHAREHOLDERS

We are pleased to continue taking advantage of the Notice & Access method of delivery for our Annual Report, Proxy Statement, and other Proxy materials (collectively the “Proxy Materials”). The Proxy Materials will be available online as described in this Proxy Statement and hard copies will not be delivered, unless expressly requested by a shareholder.

On or about March 27, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) detailing how to access the Proxy Materials electronically and how to submit your proxy via the Internet. You are entitled to vote if you were a shareholder of record on March 13, 2026. The Notice also provides instructions on how to request and obtain paper copies of the Proxy Materials and proxy card or voting instruction form, as applicable. We continue to believe this process provides our shareholders with a convenient way to access the Proxy Materials and submit their proxies online, while reducing the environmental impact of our Annual Meeting and lowering the costs of printing and distribution.

If your shares are held in a stock brokerage account or by a financial institution or other record holder, follow the voting instructions on the form that you receive from them. The availability of telephone and internet voting will depend on their voting process. Please note that you will need the control number provided on your Notice of Internet Availability of Proxy Materials in order to submit your proxy online.

By order of the Board of Directors,

[INSERT SIGNATURE]

Sam A. Mazzu, III
Vice President, General Counsel & Secretary

March [27], 2026

TABLE OF CONTENTS

​	​	​	Page No.				​
PROXY STATEMENT	​	​	​	​	1	​	​
Annual Meeting Date and Location	​	​	​	​	1	​	​
Delivery of Proxy Materials	​	​	​	​	1	​	​
Questions and Answers About Our Annual Meeting and Voting	​	​	​	​	1	​	​
Proxy Summary	​	​	​	​	6	​	​
PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS	​	​	​	​	7	​	​
BOARD LEADERSHIP AND CORPORATE GOVERNANCE	​	​	​	​	13	​	​
Corporate Governance Highlights	​	​	​	​	13	​	​
Looking Ahead — Annual Election of All Directors in 2027	​	​	​	​	13	​	​
Risk Oversight of the Board	​	​	​	​	13	​	​
Director Qualification, Experience and Tenure	​	​	​	​	14	​	​
Director Nomination Process	​	​	​	​	14	​	​
Organization and Committees of Our Board	​	​	​	​	14	​	​
Director Independence	​	​	​	​	17	​	​
Board’s Interaction with Shareholders	​	​	​	​	17	​	​
Annual Evaluations	​	​	​	​	17	​	​
Corporate Governance Guidelines, Business Conduct and Ethics	​	​	​	​	17	​	​
Compensation Committee Interlocks and Insider Participation	​	​	​	​	17	​	​
Carriage Culture — Driving Positive Social and Environmental Impacts	​	​	​	​	18	​	​
DIRECTOR COMPENSATION	​	​	​	​	23	​	​
General	​	​	​	​	23	​	​
Director Compensation Table	​	​	​	​	24	​	​
PROPOSAL NO. 2: AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS	​	​	​	​	25	​	​
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS	​	​	​	​	27	​	​
Stock Ownership of Management	​	​	​	​	27	​	​
Stock Ownership of Certain Beneficial Owners	​	​	​	​	28	​	​
Delinquent Section 16(a) Reports	​	​	​	​	28	​	​
COMPENSATION COMMITTEE REPORT	​	​	​	​	29	​	​
EXECUTIVE MANAGEMENT	​	​	​	​	30	​	​
COMPENSATION DISCUSSION AND ANALYSIS	​	​	​	​	32	​	​
Compensation Philosophy and Practices	​	​	​	​	33	​	​
Consideration of Previous Shareholder Advisory Vote	​	​	​	​	35	​	​
Elements of Compensation	​	​	​	​	35	​	​
Employment Agreements	​	​	​	​	36	​	​
Compensation Evaluation Process	​	​	​	​	36	​	​
CEO Compensation	​	​	​	​	37	​	​

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Base Salaries	​	​	​	​	38	​	​
Annual Cash Incentive Bonuses	​	​	​	​	38	​	​
Long-Term Equity-Based Incentives	​	​	​	​	39	​	​
Executive Compensation Policies and Practices as they Relate to Our Risk Management	​	​	​	​	40	​	​
Tax and Accounting Considerations	​	​	​	​	41	​	​
EXECUTIVE COMPENSATION	​	​	​	​	42	​	​
Summary Compensation Table	​	​	​	​	42	​	​
Grants of Plan-Based Awards	​	​	​	​	43	​	​
Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	44	​	​
Option Exercises and Stock Vestings	​	​	​	​	44	​	​
Potential Payments Upon Termination	​	​	​	​	45	​	​
Pension Benefits	​	​	​	​	46	​	​
Nonqualified Deferred Compensation Plan	​	​	​	​	46	​	​
CEO Pay Ratio	​	​	​	​	47	​	​
Pay Versus Performance	​	​	​	​	48	​	​
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	​	​	​	​	54	​	​
PROPOSAL NO. 4: SECOND AMENDMENT TO THE AMENDED AND RESTATED CARRIAGE SERVICES, INC. 2017 OMNIBUS INCENTIVE PLAN	​	​	​	​	55	​	​
AUDIT COMMITTEE REPORT	​	​	​	​	65	​	​
PROPOSAL NO. 5: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP	​	​	​	​	66	​	​
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm	​	​	​	​	66	​	​
Audit Fees	​	​	​	​	66	​	​
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	​	​	​	​	67	​	​
Policies and Procedures for Review and Approval of Related Party Transactions	​	​	​	​	67	​	​
Related Party Transactions	​	​	​	​	67	​	​
OTHER BUSINESS	​	​	​	​	68	​	​
SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING	​	​	​	​	69	​	​
ADDITIONAL INFORMATION	​	​	​	​	70	​	​
Annual Report	​	​	​	​	70	​	​
APPENDICES	​	​	​	​	​	​	​
APPENDIX A — AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	​	​	​	​	A-1	​	​
APPENDIX B — SECOND AMENDMENT TO THE CARRIAGE SERVICES, INC. 2017 OMNIBUS INCENTIVE PLAN	​	​	​	​	B-1	​	​

   

PROXY STATEMENT

This Proxy Statement is being furnished to you by the Board of Directors (our “Board”) of Carriage Services, Inc. (“Carriage Services,” “Carriage,” the “Company,” “we,” “us” or “our”) for use at our 2026 Annual Meeting of Shareholders (our “Annual Meeting”).

Annual Meeting Date and Location

We intend to hold our Annual Meeting in person at our offices at 3040 Post Oak Boulevard, Lobby Conference Room, Houston, Texas 77056, on Tuesday, May 12, 2026, at 9:00 a.m., Central Time. If you plan to attend in person, please use the main lobby entrance where you will see an area to check in prior to entering the room.

In the event circumstances change to prevent or limit an in-person meeting, we may implement additional procedures or limitations on meeting attendees or determine that alternate Annual Meeting arrangements are advisable or required (i.e., a virtual-only meeting). If we determine that such alternative arrangements are advisable or required, then we will announce our decision and post additional information on our Investors Relations website at www.carriageservices.com and file a notice with the SEC. Please check this website in advance of the Annual Meeting date if you are planning to attend in person.

Delivery of Proxy Materials

Mailing Date and Delivery of Proxy Materials

On or about March 27, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) to our shareholders containing instructions on how to access the Proxy Materials and submit your proxy online. We have made these Proxy Materials available to you over the internet or, upon your request, have delivered paper copies of these materials to you by mail, in connection with the solicitation of proxies by the Board for our Annual Meeting.

Shareholders Sharing the Same Address

Each shareholder of record will receive one Notice of Internet Availability, regardless of whether you have the same address as another registered shareholder. If your shares are held in “street name” ​(that is, in the name of a financial institution, broker or other holder of record), applicable rules permit brokerage firms and the Company, under certain circumstances, to send one Notice of Internet Availability to multiple shareholders who share the same address. This practice is known as “householding.” Householding saves printing and postage costs by reducing duplicate mailings. If you hold your shares through a broker, you may have consented to reducing the number of copies of materials delivered to your address. In the event that you wish to revoke a “householding” consent you previously provided, you must contact your broker to revoke your consent. You may also contact the Company directly to request copies of materials by submitting a written request to our Corporate Secretary at 3040 Post Oak Boulevard, Suite 300, Houston, TX 77056. If your household is receiving multiple copies of the Notice of Availability and you wish to request delivery of a single copy, you should contact your broker directly.

Questions and Answers About Our Annual Meeting and Voting

Why am I receiving these proxy materials?

Our Board is soliciting your proxy to vote at our Annual Meeting because you owned shares of our common stock, par value $.01 per share (the “Common Stock”) at the close of business on March 13, 2026, the record date for our Annual Meeting (the “Record Date”), and are therefore entitled to vote at our Annual Meeting.

This Proxy Statement, along with a proxy card, is made accessible, free of charge to you, via the Internet at http://investors.carriageservices.com/annuals-proxies.cfm, or if elected, mailed to our shareholders on or about March 27, 2026. This Proxy Statement summarizes the information that you need to know in order to cast your vote at our Annual Meeting. As a shareholder, your vote is very important and our Board strongly encourages you to exercise your right to vote. You do not need to attend our Annual Meeting in person to vote your shares. Whether or not you plan to attend our Annual Meeting, we encourage you to vote your shares by voting via the Internet or completing, signing, dating and returning the enclosed proxy card in the envelope provided. See “About Our Annual Meeting — How do I vote my shares?” below.

 

2026 Proxy Statement      1

PROXY STATEMENT

What am I voting on and how does our Board recommend that I vote?

We will also transact any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board has appointed Carlos R. Quezada, our Vice Chair of the Board and Chief Executive Officer (“CEO”) and Steven D. Metzger, our President and Chief Operating Officer, as the management proxy holders for our Annual Meeting. For shareholders who have their shares voted by duly submitting a proxy via the Internet, by mail, or in person at our Annual Meeting, the management proxy holders will vote all shares represented by such valid proxies as our Board recommends, unless a shareholder appropriately specifies otherwise.

Who is entitled to vote at the meeting?

You may receive notice of and vote at our Annual Meeting if you were a shareholder of record as of the close of business on the Record Date. As of the Record Date, there were 15,860,981 shares of Common Stock outstanding and entitled to vote.

How many votes can I cast?

You are entitled to one vote for each share of Common Stock you owned on the Record Date on all matters presented at our Annual Meeting.

Why is my vote important?

Your vote is important regardless of how many shares of Common Stock you own. Please take the time to vote. Please read the instructions below, choose the way to vote that is easiest and most convenient to you and cast your vote as soon as possible.

What is the difference between a shareholder of record and a “street name” holder?

Most shareholders hold their shares through a financial institution, broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned in street name.

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Shareholder of Record. If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, our transfer agent, you are considered to be the shareholder of record with respect to those shares, and you have the right to grant your voting proxy directly with the Company or to vote in person at our Annual Meeting.

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Street Name Shareholder. If your shares are held by a financial institution, broker or other nominee, you are considered the beneficial owner of shares held in “street name” and your financial institution, broker or other nominee is the shareholder of record. As the beneficial owner, you have the right to direct your financial institution, broker or other nominee how to vote your shares and are also invited to attend our Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at our Annual Meeting unless you obtain a legal proxy from the shareholder of record prior to attending our Annual Meeting giving you the right to vote the shares. In order to vote your shares, you will need to follow the directions your financial institution, broker or other nominee provides to you.

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2      Carriage Services

PROXY STATEMENT

How do I vote my shares?

Shareholders of Record. There are three ways to vote:

Street Name Shareholder. There are three ways to vote:

May I change or revoke my vote?

Yes, if you are a shareholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the meeting by:

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submitting written notice of revocation no later than May 11, 2026 to our home office, which is located at 3040 Post Oak Boulevard, Suite 300, Houston, Texas 77056, Attn: Corporate Secretary;

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timely submitting a proxy with new voting instructions using the Internet voting system;

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submitting a later dated proxy with new voting instructions by mail that is received at our home office by May 11, 2026; or

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attending our Annual Meeting and voting your shares in person.

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If you are a street name shareholder and you vote by proxy, you may change your vote by submitting new voting instructions to your financial institution, broker or other nominee in accordance with such entity’s procedures. Please refer to the materials that your financial institution, broker or other nominee provided to you.

What is a quorum?

A quorum is the presence at our Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of our Common Stock entitled to vote on a matter at our Annual Meeting. There must be a quorum for our Annual Meeting to be held. If a quorum is not present, our Annual Meeting may be adjourned or postponed until a quorum is reached. Proxies received but marked as abstentions or broker non-votes will be included in the calculation of votes considered to be present at our Annual Meeting for the purpose of establishing a quorum.

What are “broker non-votes” and abstentions and how do they affect voting results?

If you hold your shares in “street name,” you will receive instructions from your financial institution, broker or other nominee describing how to vote your shares. If you do not instruct your financial institution, broker or other nominee how to vote your shares, they may vote your shares as they decide as to each matter for which they have discretionary authority under the rules of the New York Stock Exchange (the “NYSE”).

 

2026 Proxy Statement      3

PROXY STATEMENT

There are also non-discretionary matters for which financial institutions, brokers and other nominees do not have discretionary authority to vote unless they receive timely instructions from you. When a financial institution, broker or other nominee does not have discretion to vote on a particular matter and you have not given timely instructions on how the financial institution, broker or other nominee should vote your shares, a “broker non-vote” results. Although any broker non-vote would be counted as present at the meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to non-discretionary matters.

If your shares are held in street name and you do not give voting instructions, pursuant to NYSE Rule 452, the record holder will not be permitted to vote your shares with respect to Proposal 1 (Election of the Class III Directors), Proposal 2 (Approve our Proposed Amendment to the Company’s Restated and Amended Certificate of Election to Declassify the Board of Directors), Proposal 3 (Advisory Vote to Approve our Named Executive Officer Compensation), and Proposal 4 (Approve our Proposed Second Amendment to the Company’s 2017 Omnibus Incentive Plan) and your shares will be considered “broker non-votes” with respect to these proposals. If your shares are held in street name and you do not give voting instructions, the record holder will nevertheless be entitled to vote your shares with respect to Proposal 5 (Ratification of the Appointment of Grant Thornton LLP) in the discretion of the record holder.

Abstentions occur when shareholders are present at our Annual Meeting in person or by proxy but fail to vote or voluntarily withhold their vote for any of the matters upon which the shareholders are voting. Abstentions will have no effect on the election of directors but will have the effect of a vote against the other proposals being considered at the meeting.

What vote is required to approve each proposal?

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Proposal 1 (Election of the Class III Directors):   To be elected, each director nominee must receive the affirmative vote of at least a majority of the votes of the shares of Common Stock present in person or represented by proxy at our Annual Meeting and entitled to vote on the proposal. This means that the director nominees with more votes cast in favor of than votes withheld from the election will be elected. Broker non-votes will have no effect on the outcome of the vote for directors.

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Proposal 2 (Approve our Proposed Amendment to the Company’s Restated and Amended Certificate of Election to Declassify the Board of Directors):   Approval of this proposal requires the affirmative vote of the holders of at least eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “Against” this proposal.

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Proposal 3 (Advisory Vote to Approve our Named Executive Officers’ Compensation):   Approval of this proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock present in person or represented by proxy at our Annual Meeting and entitled to vote on the proposal. In accordance with applicable Delaware law, abstentions will have no effect “for” or “against” this proposal. Broker non-votes will have no effect on the outcome of the vote on this proposal. While this vote is required by law, it will neither be binding on us, our Board or our Compensation Committee, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, us, our Board or our Compensation Committee. However, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

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Proposal 4 (Approve our Proposed Second Amendment to the Company’s 2017 Omnibus Incentive Plan):   Approval of this proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock in person or represented by proxy at our Annual Meeting and entitled to vote on the proposal. Abstentions will be counted in determining the total number of shares “entitled to vote” on this proposal and will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of the vote on this proposal.

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Proposal 5 (Ratification of the Appointment of Grant Thornton LLP):   Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 requires the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock present in person or represented by proxy at our Annual Meeting and entitled to vote on the proposal. In accordance with applicable Delaware law, abstentions will have no effect “for” or “against” this proposal.

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Who will bear the cost of soliciting votes for our Annual Meeting?

We will bear the entire cost of soliciting proxies, including the cost of the preparation, assembly, uploading to and hosting on the Internet, and printing and mailing of this Proxy Statement, the proxy card and any additional

 

4      Carriage Services

PROXY STATEMENT

information furnished to our shareholders in connection with our Annual Meeting. In addition to this solicitation by internet or mail, our non-employee directors, officers and other employees may also solicit proxies on our behalf by use of mail, telephone, electronic means, in person or otherwise. These persons will not receive any additional compensation for assisting in the solicitation but may be reimbursed for reasonable out-of-pocket expenses in connection with the solicitation. We reimburse financial institutions, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses to forward our proxy materials to the beneficial owners of our Common Stock. We have retained Alliance Advisors, LLC, 150 Clove Road, Little Falls, New Jersey, 07424, for an estimated fee of  $23,500, plus out of pocket expenses, to assist in distributing proxy materials and soliciting proxies in connection with our Annual Meeting.

Where can I find the voting results?

We will report the voting results in a Current Report on Form 8-K with the SEC within four business days of our Annual Meeting.

May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?

You may submit proposals for consideration at future annual meetings. See “Shareholder Proposals for the 2027 Annual Meeting” for information regarding the submission of shareholder proposals for next year’s Annual Meeting.

How do I get directions to the Annual Meeting?

For directions to the Annual Meeting, please contact our Corporate Secretary at (713) 332-8400.

 

2026 Proxy Statement      5

   

PROXY SUMMARY

WHO WE ARE

Carriage is committed to our shared values of trust, passion, partnership, and innovation, all of which unite us in achieving our purpose statement: “Creating premier experiences through innovation, empowered partnership, and elevated service.” We are a leading provider of funeral and cemetery services and merchandise in the United States, operating funeral homes and cemeteries nationwide. Our Common Stock is publicly traded on the NYSE, under the symbol CSV.

Purpose Statement Framework

CONTINUAL CORPORATE GOVERNANCE IMPROVEMENTS

EXECUTIVE COMPENSATION CHANGES WE MADE IN 2025

 

6      Carriage Services

   

PROPOSAL NO. 1:

ELECTION OF CLASS III DIRECTORS

We currently have seven directors on our Board who each serve staggered three-year terms. At our Annual Meeting, the shareholders will elect two individuals to serve as our Class III Directors for a new three-year term expiring on the date of our 2029 Annual Meeting and until their successors are duly elected and qualified.

Our Corporate Governance Committee has recommended that we nominate Douglas B. Meehan and Donald D. Patteson, Jr. for election at our Annual Meeting to serve as our Class III Directors for new three-year terms. Proxies may be voted for each of the Class III Directors. The biographical description for Messrs. Meehan and Patteson are included below.

During 2025, our Board continued its focus on enhancing governance, including appointing new chairs to its committees and identifying new Board members with diverse skills, experiences, expertise, age, gender, and backgrounds to align with the Company’s strategic vision. On February 24, 2025, upon the recommendation of the Corporate Governance Committee, the Board unanimously elected Mr. Patteson to serve as the Company’s Non-Executive Chair of the Board, effective on that date. Mr. Patteson is an independent member of the Board and prior to his appointment as Chair of the Board served as the Chair of the Audit Committee and as a member for the Compensation and Corporate Governance Committees. Mr. Patteson has been a director of the Company since 2011. He succeeded Chad Fargason, who continues to serve on the Board and as a member of the Audit, Compensation, and Corporate Governance Committees.

Additionally, on February 24, 2025, upon the recommendation of the Corporate Governance Committee, the Board elected Dr. Edmondo Robinson as the Chair of the Audit Committee, effective on that date. The election of Dr. Robinson as the Chair of the Audit Committee was as a result of Mr. Patteson being elected the Company’s Non-Executive Chair of the Board.

More recently, on February 25, 2026, upon the recommendation of our Corporate Governance Committee, and aligned with our commitment to continually improve our corporate governance practices, our Board approved an amendment to our Amended and Restated Certificate of Incorporation to declassify our Board, subject to the approval of our shareholders. If approved by our shareholders, all directors of our Board, including the Class III Directors elected to three-year terms pursuant to Proposal 1, would be up for annual elections beginning with our 2027 Annual Meeting. For more information on the declassification proposal, please see Proposal No. 2 on page 25.

Directors are elected by a majority of votes cast. Our bylaws provide that in an uncontested election, if the nominee director does not receive a majority of the votes cast, the nominee must promptly deliver a written resignation to our Board, which shall be immediately accepted and the directorship will become vacant and the Board may either fill the vacancy by a majority vote or decrease the size of our Board. In the event of a contested election of directors, our bylaws provide that directors will be elected by the vote of a plurality of the votes of the shares present in person or represented by proxy and entitled to vote in the election of directors.

 

2026 Proxy Statement      7

Proposal No. 1 Election of Class III Directors

Our Board Has a Diversity of Experience and Backgrounds

Our Board believes that each of our directors is highly qualified to serve as a member of our Board. In particular, our Board seeks individuals who demonstrate:

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A deep, genuine belief, understanding, and commitment to our purpose statement and our guiding principles;

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Business and investment sophistication, including an owner-oriented attitude and conviction that Carriage has evolved into a high value, superior investment platform; and

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An ability to make a meaningful contribution and engagement to our Board’s oversight of all elements and linkages of our strategic objectives.

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Described below are the principal occupations, positions, and directorships for at least the past five years of our director nominees and continuing directors, as well as certain information regarding their individual experience, qualifications, attributes and skills that led our Board to conclude that they should serve on our Board. There are no family relationships among any of our directors or executive officers.

 

8      Carriage Services

Proposal No. 1 Election of Class III Directors

Nominees for Director

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

BOARD RECOMMENDATION

 

2026 Proxy Statement      9

Proposal No. 1 Election of Class III Directors

Continuing Directors

 

10      Carriage Services

Proposal No. 1 Election of Class III Directors

 

2026 Proxy Statement      11

Proposal No. 1 Election of Class III Directors

 

12      Carriage Services

   

BOARD LEADERSHIP &
CORPORATE GOVERNANCE

Corporate Governance Highlights

Carriage remains focused on prioritizing continual enhancements to our corporate governance framework and the overall effectiveness of our Board, driven by our shareholder engagement approach and the resulting constructive conversations:

During 2025, we continued on the progress and commitments we previously made to enhance our corporate governance framework and align our executive compensation practices more closely with the financial performance of the Company, which began in 2023 and accelerated in 2024. For example, as of 2025, all Executive Leadership team incentive compensation is now completely contingent on the achievement of key performance metrics which are closely aligned with creating shareholder value. There are no longer discretionary components to this important area of executive compensation.

Looking Ahead — Annual Election of All Directors in 2027

As Carriage looks ahead to 2027, aligned with our previously stated commitment in 2025 to declassify the Board, our Board has approved moving away from a classified Board structure so that, if approved by our shareholders, all directors would be elected on an annual basis beginning in 2027. As more fully discussed in Proposal No. 2 to our Proxy Statement, we believe maintaining annual elections for all directors supports our focus on accountability to, and alignment with, our shareholders.

Risk Oversight of the Board

We believe that the oversight function of our Board and its committees, combined with active dialogue with management about effective risk management, provides our Company with the appropriate framework to help ensure effective risk oversight.

Additionally, a significant amount of time is spent by our Board and committees, in partnership with management, discussing how we identify, assess, and manage our most significant risk exposures with respect to our Company, leadership, and people. For example, our Audit Committee routinely meets with our internal

 

2026 Proxy Statement      13

Corporate Governance

audit and external audit teams and the Board is involved in regular discussions during operational and strategic reviews with the Company’s Executive Leadership team (as defined in the Compensation Discussion and Analysis section), as well as discussions surrounding the programs, policies, processes, and controls related to the Company’s financial activities and performance; controllership and financial reporting; executive officer development and evaluation; compliance with the Company’s Code of Business Conduct and Ethics; applicable laws and regulations; information technology; and internal audits.

Our Board also relies on each of its committees to help administer its oversight duties for those areas which they have oversight responsibilities. For example, in 2025, our Board adopted revisions to the Company’s Code of Business Conduct and Ethics, various committee charters, and our Corporate Governance Guidelines based on recommendations from the Board and Committees following their periodic reviews. These periodic reviews and recommended changes are based on Carriage’s focus on continuous improvement and ensuring our governance framework evolves with the Company and the landscape within which it operates.

Director Qualification, Experience, and Tenure

Our Corporate Governance Committee is responsible for reviewing the requisite skills and characteristics of new Board members as well as the composition of our Board, with significant input from our Executive Leadership team. It is the position of our Corporate Governance Committee that, as a company of our size in the specialized field of the funeral and cemetery industry, it is important for our directors to understand, support, and align with our culture.

While it is difficult to define what the perfect director candidate looks like for Carriage, we believe diversity of all kinds, including, but not limited to, experience, age, gender, ethnic background, skills, perspective, and background are important contributing factors to effective decision-making. Thus, the Corporate Governance Committee believes it is in the best interest of Carriage to identify the best candidates for its Board, cognizant of diversity in all forms, and will continue to find ways to ensure that it is doing so.

Except for Dr. Robinson, none of our directors serve on any other public company boards and we prefer candidates who are focused on helping Carriage achieve our long-term growth objectives, rather than serving on numerous public company boards. We currently have no established term limits or age restrictions, as we do not wish to risk losing the contribution of directors who have been able to develop historical insight and a deep understanding of our unique industry and operating model.

We currently have seven directors on our Board who each serve staggered three-year terms. Six directors are independent. The average age of all directors currently serving on our Board is 56 years. The average age of all independent directors is 56 years. The average tenure of all independent directors is 5.6 years.

Director Nomination Process

Our Corporate Governance Committee, with assistance from internal and external resources as the Corporate Governance Committee desires, identifies potential candidates for our Board based upon the criteria set forth above. Once a potential candidate is identified and the individual expresses a willingness to be considered for election to our Board, our Corporate Governance Committee and Mr. Patteson will request information from the candidate, review the individual’s qualifications, and conduct one or more interviews with the candidate. When this process is complete, our Corporate Governance Committee tenders its recommendation to our full Board for consideration.

Our Corporate Governance Committee will also consider candidates recommended by shareholders in the same manner. A shareholder may recommend nominees for director by giving our Corporate Secretary a written notice not less than 90 days prior to the anniversary date of the immediately preceding Annual Meeting. For our 2027 Annual Meeting of Shareholders, the deadline will be February 11, 2027, based upon this year’s meeting occurring on May 12, 2026. The notice must include, amongst other things, the name and address of the shareholder giving notice and the number of shares of Common Stock beneficially owned by the shareholder, as well as the nominee’s full name, age, business address, principal occupation or employment, the number of shares of Common Stock that the nominee beneficially owns, any other information about the nominee that must be disclosed in proxy solicitations under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the nominee’s written consent to the nomination and to serve, if elected.

Organization and Committees of Our Board

All members of the Board are strongly encouraged to attend each meeting of the Board and meetings of the Board committees on which they serve, as well as our Annual Meeting. Our Board held six (6) regularly

 

14      Carriage Services

Corporate Governance

scheduled meetings and acted by unanimous written consent five (5) additional times during calendar year 2025. During this period each of our then current Board members attended all of the meetings of our Board. In addition, each year we hold the Annual Meeting on the same day as our Board and committee meetings such that all directors may attend the Annual Meeting. All of our then current directors attended the 2025 Annual Meeting of Shareholders.

Our Board has a Compensation, Audit, and Corporate Governance Committee. The current members of each committee as of the Record Date are identified in the table below. Each of these committees has its own charter, and a copy of the current version is available on our website at www.carriageservices.com. The current functions of each committee and the number of meetings held during 2025 are described below.

​

(*)

Mr. Quezada is not independent because he is an employee of Carriage and currently serves as our CEO.

​

(I)

Independent Director.

​

(C)

Non-Executive Chair of the Board.

​

Compensation Committee

Our Compensation Committee’s principal functions and responsibilities are to:

•

review, evaluate and approve our executive officer compensation plans, policies, and programs;

​

•

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

​

•

produce the Compensation Committee Report on executive compensation for inclusion in our proxy statement for our Annual Meeting of Shareholders;

​

•

administer, review, and approve grants under our stock incentive plans; and

​

•

perform such other functions as our Board may assign from time to time.

​

Generally, our Board has charged our Compensation Committee with the overall responsibility for establishing, implementing, and monitoring the compensation for our Executive Leadership team. Executive compensation matters are presented to the Compensation Committee in a variety of ways, including: (1) at the request of our Compensation Committee Chair or two or more members of the Compensation Committee or two members of our Board, (2) in accordance with our Compensation Committee’s charter, which is reviewed by our Compensation Committee members and other directors on an annual basis, (3) by our CEO, or (4) by our Compensation Committee’s outside compensation consultant.

To the extent permitted by applicable law, our Compensation Committee may delegate some or all of its authority under its charter to its chair, any one of its members, or any subcommittees it may form when it deems such action appropriate. Mr. Quezada, as our CEO, makes recommendations on compensation decisions for those other than himself based on the individual performance of each executive officer and the Company’s overall performance. Management’s role in determining executive compensation includes:

•

developing, summarizing and presenting compensation information and analysis to enable our Compensation Committee to execute its responsibilities, as well as addressing specific requests for information from our Compensation Committee;

​

•

developing recommendations for individual executive leadership incentive compensation plans for consideration by our Compensation Committee and reporting to our Compensation Committee regarding achievement against the plans; and

​

•

attending our Compensation Committee’s meetings, as requested, in order to provide additional information, respond to questions, and otherwise assist our Compensation Committee.

​

 

2026 Proxy Statement      15

Corporate Governance

Our Compensation Committee makes all final decisions regarding executive officer compensation.

Our Compensation Committee held four (4) regularly scheduled meetings during 2025 and acted by unanimous written consent one (1) additional time. Each of our then current members of the Compensation Committee was present at all meetings, except for Mr. Patteson who was unable to attend the meeting held on March 7th. Our Board has determined that all members of the committee are independent under the listing standards of the NYSE and the rules of the SEC. Each of the members of the committee is considered to be a “non-employee director” under Rule 16b-3 of the Exchange Act, and an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended.

Audit Committee

Our Audit Committee’s principal functions and responsibilities are to:

•

assist our Board in fulfilling its oversight responsibilities regarding the:

​

•

integrity of our financial statements and financial reporting process, and our systems of internal accounting and financial controls;

​

•

qualifications and independence of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other review or attestation services for Carriage;

​

•

performance of our internal audit function and independent auditors;

​

•

ethics hotline and associated reporting procedures; and

​

•

compliance by Carriage with legal and regulatory requirements.

​

•

perform such other functions as our Board may assign to our Audit Committee from time to time.

​

In connection with these purposes, our Audit Committee annually selects, engages, and evaluates the performance and ongoing qualifications of, and determines the compensation for, our independent registered public accounting firm and confirms its independence. The Audit Committee also reviews our annual and quarterly financial statements and meets with our Executive Leadership team and independent registered public accounting firm regarding the adequacy of our financial controls and our compliance with legal, tax, and regulatory matters and significant internal policies.

Our Audit Committee held five (5) regularly scheduled meetings during 2025 and did not act by unanimous written consent. Each of our then current members of the Audit Committee was present at all meetings. All members of our Audit Committee are independent as defined in the NYSE’s listing standards and by Rule 10A-3 promulgated under the Exchange Act. Our Board has determined that each member of our Audit Committee is financially literate and that Dr. Robinson has the necessary accounting and financial expertise to serve as Chair. Our Board has also determined that Mr. Patteson, Dr. Robinson, and Mses. Sanders and Webb are “audit committee financial experts” following a determination that they each met the criteria for such designation under the SEC’s rules and regulations. See the “Audit Committee Report” on page 65 for additional information regarding our Audit Committee.

Corporate Governance Committee.

Our Corporate Governance Committee’s principal functions and responsibilities are to:

•

assist our Board by identifying individuals qualified to become Board members, and to recommend to our Board the director nominees for the next Annual Meeting of Shareholders;

​

•

assist our Board with succession planning for our CEO and other members of the Executive Leadership team;

​

•

lead our Board in its annual review of the performance of our Board and its committees;

​

•

Corporate Governance

​

•

review the Company’s compliance programs, including, but not limited to, the Code of Business Conduct and Ethics and the Insider Trading and Anti-Hedging Policy; and

​

•

perform such other functions as our Board may assign to our Corporate Governance Committee from time to time.

​

 

16      Carriage Services

Corporate Governance

Our Corporate Governance Committee held two (2) regularly scheduled meetings during 2025 and did not act by unanimous written consent. Each of our then current members of the Corporate Governance Committee was present at all meetings.

Director Independence

In accordance with applicable laws, regulations, our Corporate Governance Guidelines, and the rules of the NYSE, our Board must affirmatively determine the independence of each director and director nominee. Accordingly, our Board determined that Mses. Sanders and Webb, Messrs. Fargason, Meehan, and Patteson, and Dr. Robinson do not have a material relationship with Carriage (either directly or as a partner, stockholder or officer of an organization that has a material relationship with Carriage) and are “independent” as defined under the NYSE’s listing standards and by the SEC under Item 407(a) of Regulation S-K.

Mr. Quezada is not independent because he is an employee of Carriage and currently serves as our CEO.

Board’s Interaction with Shareholders

Our CEO and Executive Leadership team are responsible for establishing effective communication with our shareholders. Independent directors are not precluded from meeting with shareholders, but where appropriate, our CEO or other members of our Executive Leadership team should be present at such meetings.

Shareholders and other interested parties may contact any member of our Board or any of its committees by addressing any correspondence in care of Carriage Services, Inc., 3040 Post Oak Boulevard, Suite 300, Houston, Texas 77056; Attn: Corporate Secretary. In the case of communications addressed to the independent directors, our Corporate Secretary will send appropriate shareholder communications to the Chair of the Board. In the case of communications addressed to a committee of our Board, our Corporate Secretary will send appropriate shareholder communications to the Chair of such committee.

Annual Evaluations

In accordance with our Corporate Governance Guidelines, our Board members perform annual self-evaluations. These self-evaluations are conducted through written questionnaires, that are typically circulated in January prior to the first regularly scheduled meeting of the Board. As part of the Board’s self-evaluation process, directors consider various topics related to Board composition, structure, effectiveness, and responsibilities, as well as the overall mix of director skills, experience, and backgrounds. The Board Chair and the Chair of our Corporate Governance Committee then leads our Board through a review of the annual evaluation results and discusses how the Board can identify areas for continuous improvement, where appropriate.

Corporate Governance Guidelines, Code of Business Conduct and Ethics

Our Company is committed to integrity, reliability and transparency in our disclosures to the public. To evidence this commitment, our Board has adopted charters for its committees, Corporate Governance Guidelines, and a Code of Business Conduct and Ethics. These documents, in addition to our bylaws, provide the framework for our corporate governance.

A complete copy of the current version of each of these documents is accessible through our website at www.carriageservices.com or you may receive copies free of charge by writing to us at Carriage Services, Inc., 3040 Post Oak Boulevard, Suite 300, Houston, Texas 77056, Attn: Corporate Secretary.

Compensation Committee Interlocks and Insider Participation

During 2025, Mses. Sanders and Webb and Messrs. Fargason, Meehan, and Patteson, and Dr. Robinson served on our Compensation Committee. None of Mses. Sanders and Webb, Messrs. Fargason, Meehan, and Patteson, and Dr. Robinson at any time have been an officer or employee of our Company, nor had any substantial business dealings with us that would require disclosure in accordance with our Related Party Transactions Review Policy.

None of our Named Executive Officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or our Compensation Committee.

 

2026 Proxy Statement      17

   

Our Commitment to Creating an Empowered and Enduring Company, Culture, and Partnership with our Communities

At Carriage, we focus on empowering people to make thoughtful and broadly meaningful decisions throughout our Company and within our community, united in our purpose of creating premier experience through innovation, empowered partnerships, and elevated service. Our focus when it comes to building and continuously developing a company and culture of empowered leaders has been, and always will be, our people.

Social Impact

 

18      Carriage Services

Carriage Culture

​

Managing Partners Diversity

​

 

2026 Proxy Statement      19

Carriage Culture

 

20      Carriage Services

Carriage Culture

 

2026 Proxy Statement      21

Carriage Culture

 

22      Carriage Services

   

DIRECTOR COMPENSATION

General

We compensate our non-employee directors through cash payments or unrestricted shares of Common Stock, as elected by the Board member, including retainers. Our Director Compensation Policy provides the following:

​

(1)

Paid on a quarterly basis in either cash or Common Stock. Retainers are not paid to employee directors.

​

(2)

The Chair receives this annual retainer in addition to the retainer paid to other Independent Directors.

​

Our independent directors are compensated in accordance with our Director Compensation Policy, which is reviewed and evaluated annually by the Compensation Committee of the Board. On April 2, 2024, following a review of the Director Compensation Policy, which included evaluating compensation benchmarking by a third-party consultant, Pearl Meyer, the Compensation Committee recommended and approved, effective on that same date, a revised Director Compensation Policy that provided for (1) an increase in the quarterly retainer for each independent director, and (2) adjusted the annual retainer for the Chair of the Board and each of the committee chairs.

Specifically, our Director Compensation Policy provides that each independent director is entitled to a quarterly retainer of  $37,500 payable in cash and/or unrestricted shares of our Common Stock at the end of each quarter. Additionally, the Chair of the Board, so long as he or she is an independent director, and the Chair of our Audit Committee shall be entitled to an additional annual retainer of  $20,000, the Chair of our Compensation Committee is entitled to an additional annual retainer of  $15,000, and the Chair of our Corporate Governance Committee is entitled to an additional annual retainer of  $10,000, which are payable in quarterly installments at the end of each quarter.

Our Director Compensation Policy further provides the option for any director to elect to receive their annual retainer, which is paid in quarterly installments, in unrestricted shares of our Common Stock by providing written notice to the Company. The number of shares of such Common Stock shall be determined by dividing the cash amount of the retainer by the closing price of our Common Stock on the date of grant, which shall be the last business day of each quarter. Such Common Stock shall vest immediately upon grant. Any written notice to receive the retainer in Common Stock shall remain in effect until notice otherwise is made in writing.

Our Director Compensation Policy also provides that any new independent director will receive a one-time grant of  $25,000 (in addition to the independent director annual retainer prorated at the time the new director is elected to the Board) upon election to the Board, which can be taken in cash or unrestricted shares of our Common Stock. The number of shares of such Common Stock will be determined by dividing the cash amount by the closing price of our Common Stock on the date of grant, which will be the date of election to the Board. Pursuant to our Director Compensation Policy any such new director grant shall vest immediately.

Our Director Compensation Policy further provides that our employee directors are not separately compensated for their service as directors.

 

2026 Proxy Statement      23

DIRECTOR COMPENSATION

To further align our directors’ interests with the long-term interests of our shareholders, the Board’s Compensation Committee previously adopted a Share Ownership Guidelines and Share Retention Policy (the “Share Ownership Guidelines”) applicable to each director, which aligns the financial interests of our directors with those of the Company’s shareholders by establishing share ownership requirements for each of our independent directors equivalent to one (1) time the annual retainer as set forth in our Director Compensation Policy. Each independent director is required to satisfy the minimum share ownership requirement within the later of three (3) years following the effective date of the Share Ownership Guidelines or three (3) years after joining the Board.

As of the date of this Proxy Statement, each of our independent directors have satisfied the minimum share ownership requirements pursuant to our Share Ownership Guidelines.

Director Compensation Table

The following table sets forth a summary of the compensation we paid to our non-employee directors in 2025:

​

(1)

Mr. Patteson received a fee of  $15,000 related to his participation on a special committee during 2024, which concluded in early 2025. Mr. Patteson’s fees also include a prorated annual retainer paid for his service as the Non-Executive Chair of the Board, which began on February 24, 2025, along with a prorated annual retainer paid for his service as the Chair of the Audit Committee, which concluded on February 24, 2025.

​

(2)

Mr. Fargason received a fee of  $15,000 related to his participation on a special committee of the Board during 2024, which concluded in early 2025. Mr. Fargason’s fees also include a prorated annual retainer paid for his service as the Non-Executive Chair of the Board, which concluded on February 24, 2025.

​

(3)

Ms. Sanders received a fee of  $15,000 related to her participation on a special committee during 2024, which concluded in early 2025.

​

(4)

Dr. Robinson’s fees also include a prorated annual retainer paid for his service as the Chair of the of the Audit Committee, which began on February 24, 2025.

​

(5)

Reflects the aggregate fair value of the unrestricted shares of Common Stock issued as payment for the quarterly retainers. The fair value is based on the closing stock price on the last trading day of the respective period as follows:

​

 

24      Carriage Services

   

PROPOSAL NO. 2:

APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS

We are submitting for shareholder approval an amendment to our Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to remove the classification of the Board and to provide for the annual election of directors at the 2027 Annual Meeting of Shareholders. Our Restated Certificate currently provides that the Company’s directors are divided into three classes, with the term of one class expiring at each annual meeting and the directors in each class serving a three-year term. As previously communicated to our shareholders, our Board committed to the declassification of the board of directors as part of our commitment to continual improvement of our corporate governance practices. Accordingly, on February 25, 2026, our Board, upon recommendation from our Corporate Governance Committee, adopted an amendment to our Restated Certificate (the “Declassification Amendment”) that would provide for the annual election of all directors, subject to the approval of this proposal by our shareholders at the Annual Meeting. For reasons more fully outlined below, the Board recommends that shareholders approve the Declassification Amendment.

The Declassification Amendment to our Restated Certificate proposed by this Proposal No. 2 is included with this Proxy Statement as Appendix A. This description of such amendments is qualified in its entirety by reference to the text of the Declassification Amendment as set forth in Appendix A. To the extent there is a conflict between this summary and the actual terms of the Declassification Amendment and our Restated Certificate, the terms of the Declassification Amendment and our Restated Certificate will govern

Reasons Why You Should Vote to Approve the Declassification Amendment

Our Board, along with the Corporate Governance Committee, have carefully considered the merits of annually elected and staggered boards, evaluating current corporate governance practices, the size, structure, composition and functioning of our Board. In connection with this process, our Board, and the Corporate Governance Committee, has spent time carefully reviewing the various considerations for and against maintaining a classified board structure, and reviewed perspectives previously received from shareholders through our ongoing shareholder engagement. As communicated to our shareholders in last year’s Proxy Statement, our Board is committed to the declassification of the election of directors as part of our continued improvement in our governance practices. Our Board and Corporate Governance Committee recognize that a classified board structure can have the advantages of promoting board continuity and stability, encouraging long-term perspectives in pursuing our strategic initiatives, and providing a better negotiating position from which to respond to attempts by shareholders seeking short-term gains while at the same time providing accountability to our shareholders. At the same time, our Corporate Governance Committee and Board recognize that an increasing number of companies provide for annual election of directors, many shareholders believe annual elections improve director accountability, and adopting this structure will enhance the Board’s corporate governance practices. After weighing these considerations, our Board (acting on the recommendation of our Corporate Governance and Nominating Committee) has determined that it is in the best interests of the Company and its shareholders to amend the Restated Certificate to immediately declassify the Board and recommends that shareholders approve the Declassification Amendment.

If approved by our shareholders, the Declassification Amendment would immediately declassify our Board such that, beginning with the election of directors at the 2027 Annual Meeting of Shareholders, all directors will be elected for a term expiring at the next annual meeting of shareholders.

Required Vote

Approval of this proposal and the Declassification Amendment requires the affirmative vote of the holders of not less than 80% of the votes of the outstanding shares of the Company entitled to vote, voting together as a single class. Because brokers may may not cast a vote on this Proposal No. 2 without instruction, it is very important that shareholders vote their shares.

 

2026 Proxy Statement      25

Proposal No. 2 APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS

If our shareholders approve this Proposal No. 2, the Company will file with the Delaware Secretary of State the Declassification Amendment, which will become effective upon filing. In addition, our Board will approve, if necessary, any conforming amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”). The subsequent effectiveness of any amendment to our Bylaws is contingent upon the effectiveness of the Declassification Amendment contemplated by this Proposal No. 2.

Except as highlighted in this Proposal No. 2, the Declassification Amendment does not materially amend any of section or provisions of our Restated Certificate. Our Board retains the discretion to abandon the amendments and not implement them at any time before they become effective. If shareholders do not approve this Proposal No. 2, our Board will remain classified, and directors will continue to be elected in accordance with our Restated Certificate as if the Declassification Amendment did not apply and was not adopted by the Board.

 

26      Carriage Services

   

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

Stock Ownership of Management

The following table sets forth, as of March 13, 2026, the number of shares beneficially owned and the percentage of the Common Stock held by: (1) each of our directors and director nominees, (2) our Principal Executive Officer and Principal Financial Officer, (3) our other executive officers named in the Summary Compensation Table set forth under “Executive Compensation,” and (4) all our current executive officers and directors as a group. Under the rules of the SEC, on any day, a person is deemed to own beneficially all securities as to which that person owns or shares voting or investment power, as well as all securities which such person may acquire within 60 days of such date through the exercise of currently available conversion rights or options. Except as otherwise stated in the notes to the table, each person named in the table below has sole voting and investment power with respect to the shares indicated.

​

*

Indicates less than 1%.

​

(1)

The ownership of stock options shown in the table includes shares of Common Stock which may be acquired within 60 days upon the exercise of outstanding stock options granted under our stock option plans. For unexercisable stock options, see “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End” in this Proxy Statement.

​

(2)

Mr. Patteson’s holdings include 1,000 shares of Common Stock held by his spouse in a trust of which she is the trustee and which Mr. Patteson has power of attorney.

​

(3)

Mr. Meehan’s holdings include 32,905 shares of Common Stock held jointly by himself and his spouse.

​

 

2026 Proxy Statement      27

Security Ownership of Directors, Executive Officers and Certain Beneficial Owners

Stock Ownership of Certain Beneficial Owners

As of March 13, 2026, the persons named below were, to our knowledge, the only beneficial owners of more than 5% of our outstanding Common Stock, determined in accordance with Rule 13d-3 of the Exchange Act, other than directors and executive officers whose beneficial ownership is described in the previous table.

​

(1)

Based solely on Schedule 13G filed with the SEC on May 12, 2025. FMR, LLC has sole voting power as to 2,210,712 shares and sole dispositive power as to 2,211,892 shares.

​

(2)

Based solely on Schedule 13G filed with the SEC on February 12, 2026. Vineyard Capital Partners, LLC has shared voting power as to 1,100,000 shares and shared dispositive power as to 1,100,000 shares.

​

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC and the NYSE reports of ownership and changes in ownership of Common Stock and other of our equity securities on Forms 3, 4, and 5, and to furnish us with copies of all Forms 3, 4, and 5 they file.

The Company believes, based solely on our review of the copies of such forms and written representations from reporting persons, that all filings required to be made under Section 16(a) of the Exchange Act were timely made for the fiscal year ended December 31, 2025, except for the following instances:

•

On April 25, 2025, a late Form 4 was filed for Mr. Carlos R. Quezada related to the grant of 20,731 performance awards on March 7, 2025.

​

•

On April 25, 2025, a late Form 4 was filed for Mr. Steven D. Metzger related to the grant of 13,605 performance awards on March 7, 2025.

​

•

On April 25, 2025, a late Form 4 was filed for Mr. John Enwright related to the grant of 8,260 performance awards on March 7, 2025.

​

•

On April 25, 2025, a late Form 4 was filed for Mrs. Kathryn Shanley related to the grant of 6,317 performance awards on March 7, 2025.

​

•

On April 25, 2025, late Form 4s were filed for Messrs. Rob P. Franch and Shane Pudenz related to the grant of 7,094 performance awards each on March 7, 2025.

​

•

On August 12, 2025, a late Form 4 was filed for Mr. Carlos Quezada related to the sale of 4,250 shares of Common Stock on August 7, 2025.

​

 

28      Carriage Services

   

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors (the “Compensation Committee”) of Carriage Services, Inc. (“Carriage”) has reviewed and discussed Carriage’s Compensation Discussion and Analysis with Carriage management. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors of Carriage that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Compensation Committee

Somer Webb, Chair
Chad Fargason
Douglas B. Meehan
Donald D. Patteson, Jr.
Dr. Edmondo Robinson
Julie Sanders

March 27, 2026

 

2026 Proxy Statement      29

   

EXECUTIVE MANAGEMENT

The following table sets forth the name, age, and title of our Executive Officers as of the date of this Proxy Statement. Our Executive Officers serve at the discretion of our Board. There are no family relationships between any of our directors and our Executive Officers. In addition, there are no arrangements or understandings between any of our Executive Officers and any other person pursuant to which any person was selected as an executive officer.

The Executive Officers of the Company are as follows:

The biographical information for Mr. Quezada is located under “Proposal No. 1: Election of Class III Directors — Continuing Directors.”

 

30      Carriage Services

Executive Management

 

2026 Proxy Statement      31

   

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes in detail the compensation paid to our Named Executive Officers (“NEOs”) listed in the Summary Compensation Table. This section is designed to provide our shareholders with insight into, and an understanding of, our compensation programs and practices, along with the decision-making process as it relates to the compensation of our NEOs.

For 2025, our NEOs were:

​

(1)

In connection with the resignation of our previous Executive Vice President, Chief Financial Officer & Treasurer, the Company’s Board appointed Kathryn Shanley, the Company’s Chief Accounting Officer, as the Company’s Interim Principal Financial Officer, effective June 6, 2024, until a permanent replacement was identified. Effective January 2, 2025, John Enwright was appointed to serve as the Company’s Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer). Upon the effective date of Mr. Enwright’s appointment, Ms. Shanley transitioned back to serving as the Company’s Chief Accounting Officer.

​

Continued Focus on Aligning Compensation with Creation of Shareholder Value

During 2025, Carriage continued to align performance driven financial metrics with short-term and long-term incentive compensation for our NEOs and broader executive leadership team (collectively, our “Executive Leadership team”). Since 2024, there are no longer any discretionary components to executive incentive compensation. As part of the Compensation Committee’s continued focus in 2025 to identify financial metrics that best align with the Company’s strategic goals each year for short-term incentive compensation plans, the Compensation Committee reaffirmed its previous determination that Adjusted Consolidated EBITDA growth was the most meaningful metric for our Executive Leadership team to focus on as the Company looked to drive shareholder value through several new focuses. The Executive Leadership team led efforts that resulted in Adjusted Consolidated EBITDA growing by more than 15% and revenue growing over 9% over the past three years.

For 2025, the Compensation Committee approved long-term incentive grants for our Executive Leadership team that consist half of restricted stock units with a three-year vest, and the other half in the form of

 

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Compensation Discussion and Analysis

performance share units, that vest, it at all, upon the achievement of certain predetermined Adjusted Consolidated EBITDA growth rates over a three-year period (see the “Long-Term Equity-Based Incentives” section on pages 40 for additional details).

Additionally, the Compensation Committee previously introduced a Share Ownership Guidelines and Share Retention Policy (the “Share Ownership Guidelines”) for both the Board and the Executive Leadership team, which were adopted in 2024, applicable to each member of the Executive Leadership team, which further aligns the financial interests of each of our executives with those of the Company’s shareholders. Specifically with respect to the our Named Executive Officers, the following minimum share ownership requirements must be satisfied within the later of five (5) years following the effective date of the Share Ownership Guidelines or five (5) years after becoming an executive:

•

Three (3) times the annual base salary for our CEO, Mr. Quezada;

​

•

Two (2) times the annual base salary for our President and Chief Operating Officer, Mr. Metzger; and

​

•

One (1) time the annual base salary for all other NEOs.

​

As of the date of this Proxy Statement, Messrs. Quezada, Metzger, and Franch had each met the minimum share ownership requirements as required by our Share Ownership Guidelines.

Looking ahead, the Compensation Committee continues to focus on the design of our long-term incentive compensation plans to ensure those plans incentivize executives through both value creation and ownership.

Compensation Philosophy and Practices

Carriage’s executive compensation programs align our executive pay with the Company’s operational and financial performance, as well as support our short-term and long-term business objectives. The Compensation Committee consists entirely of independent Board members and is responsible for the approval and oversight of compensation and employment agreements affecting Carriage’s NEOs.

During 2025, the Compensation Committee continued to implement an executive compensation philosophy (the “Philosophy”), which focuses on Company performance and individual leadership and contributions. The Philosophy may be summarized in this manner:

•

to attract, motivate, and retain exceptional leadership talent. These leaders are expected to improve on the Company’s operating performance through attracting and motivating individual business and Support Center leaders with strong leadership characteristics, continuously enhance our service to families and support functions, and make sound decisions regarding long-term shareholder value creation, particularly involving capital allocation;

​

•

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

​

•

to motivate, reward, retain and reinvest in key leadership that has established a proven record of success over time; and

​

•

to align Executive Leadership interests with what is best for the Company and thus, what is best for our shareholders.

​

 

2026 Proxy Statement      33

Compensation Discussion and Analysis

We regularly engage with shareholders on all matters regarding the Company’s results, operations, leadership and culture including other topics such as executive compensation, retention, and succession planning. Mr. Enwright leads our investor relations function engaging in various investor meetings throughout the year, with significant involvement from Messrs. Quezada and Metzger. Our ongoing outreach program allows the Executive Leadership team the opportunity to continually address any questions regarding our compensation philosophy and alignment with the interests of our shareholders.

 

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Compensation Discussion and Analysis

Consideration of Previous Shareholder Advisory Vote

The Compensation Committee also considers the outcome of the Company’s advisory shareholder vote on our NEO compensation program and any associated shareholder outreach efforts when making compensation decisions. At our 2025 Annual Meeting of Shareholders, our shareholders expressed stronger support for the Company’s proposal to ratify our NEO compensation program (approximately 95% support) than they did in 2024 (approximately 84% support). We believe this reflected strong alignment with our shareholders and their ongoing support of our compensation Philosophy and practices. Additionally, this support was the result of our continued efforts to increase shareholder engagement, along with our related commitment to implement specific performance driven financial metrics for short-term and long-term incentive compensation plans.

While the shareholder vote to ratify our executive compensation is non-binding and advisory, we will continue to strive to understand and respond to shareholder feedback.

Elements of Compensation

Each element of our executive compensation program for NEOs has been designed to align with our Philosophy and our goal of growing the intrinsic value of Carriage per share for our long-term shareholders through disciplined capital allocation and a continuous improvement mindset.

The Compensation Committee engaged a third-party executive compensation consultant (Pearl Meyer) in 2024 to identify a peer group and benchmarks, and provide feedback on executive compensation. Following the work performed by Pearl Meyer, they recommended no changes be made to the compensation of any of our Named Executive Officers, but did recommend introducing metric-based incentive compensation plans, which have since been implemented by the Compensation Committee.

The allocation between cash and equity compensation, and between short-term and long-term incentives, is determined based on the discretion of the Compensation Committee. The ultimate allocation will depend on our future company and individual performance and potentially future changes in our share price. If vesting targets are achieved, it is likely that a substantial percentage of the amount realized will be from long-term, equity-based incentives, which is consistent with our Philosophy and our commitment to long-term value creation for our shareholders. We believe the elements of our compensation structure create incentives for the executives to take actions and make decisions that will benefit Carriage over the long-term and create long-term value for our shareholders.

 

2026 Proxy Statement      35

Compensation Discussion and Analysis

Compensation designed for our executive officers consists of:

We regularly review how our levels of compensation align with performance and how our mix of pay (base salary versus annual cash incentives and long-term incentives) will allow us to attract and retain executive level leaders, while motivating these leaders to execute upon both annual and long-term goals.

Employment Agreements

All of our NEOs who are currently employed by the Company, have employment agreements with the Company (the “Agreements”). Each of these Agreements are for an initial term through December 31, 2026. These Agreements obligate the Company to make certain payments and provide certain benefits to the Company’s executive officers upon a qualifying termination of employment as defined within the Agreements. Pursuant to the Agreements, the executive officers agreed to certain non-competition provisions and other restrictive covenants during the term of his or her employment and for a period of time thereafter. The Agreements supersede any prior agreements entered into by the Company and any of the executive officers. The Agreements for all of the executive officers are identical, except as noted herein.

The Agreements establish, among other things, (a) a minimum base salary, (b) minimum target bonus amounts (expressed as a percentage of base salary), and (c) post-termination payments due in certain scenarios. For a description of the post-termination benefits provided for in the Agreements, see the “Potential Payments Upon Termination” section as further discussed herein.

Compensation Evaluation Process

Our Compensation Committee has final approval regarding recommendations of executive officer compensation. Mr. Quezada’s role as our CEO in determining executive compensation is to make compensation recommendations to the Compensation Committee based on his assessment of the individual performance of

 

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Compensation Discussion and Analysis

each executive officer in relation to our overall Company performance. Management’s role in determining executive compensation includes:

•

developing, summarizing, and presenting compensation information and analysis (generally for one to five years) to enable our Compensation Committee to execute its responsibilities, as well as addressing specific requests for information from our Compensation Committee;

​

•

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;

​

•

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

​

•

attending our Compensation Committee’s meetings as requested in order to provide additional information, respond to questions, and otherwise assist our Compensation Committee.

​

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 2024, the Compensation Committee engaged an independent, third party compensation consultant, Pearl Meyer, to identify peer group data, review and assess all executive compensation, and provide the Committee with recommendations. As a result of this engagement, the compensation consultant did not recommend any changes to the base salaries and performance targets of our Named Executive Officers, but did recommend the Committee introduce financial metric driven incentive compensation plans, which the Committee has since done.

CEO Compensation

Mr. Quezada’s average annual total compensation was $3.2 million over the last four years, which reflects compensation paid to Mr. Quezada in his prior non-CEO roles, as a result of Mr. Quezada joining the Company in 2020 and becoming CEO beginning June 21, 2023. The Compensation Committee believes that this compensation and any additional realized compensation from the increase in equity value is commensurate with the high level of operating and financial performance by Carriage.

The charts below depict the 2025 mix of total direct compensation (base salary, cash incentive bonus, and long-term equity-based incentives) for Mr. Quezada, our CEO and Vice Chair, and our other NEOs as a whole. The long-term equity-based incentives are composed of restricted stock awards, which were valued at $41.54 using the closing stock price on the grant date, and performance awards which were valued at $38.89 per share calculated using the closing stock price on the grant date (refer to “Long-Term Equity-Based Incentives” on page 39 for additional details).

A portion of the 2025 compensation of our NEOs is considered at-risk and is directly affected by our financial results and stock price, both in the amount of total cash compensation earned and the value of outstanding long-term equity awards. As such, 77% of Mr. Quezada’s total direct compensation and, on average 72% of our other NEOs total direct compensation, is variable and directly affected by both the Company’s and each NEOs’ performance.

 

2026 Proxy Statement      37

Compensation Discussion and Analysis

Base Salaries

The base salary for each of our NEOs is determined on an individual basis, taking into account such factors as the duties, experience, and levels of responsibility of each executive. Base salaries for our NEOs, are evaluated annually and adjustments are approved by our Compensation Committee based on its evaluation of individual performance.

Our Compensation Committee approved the following annual base salaries of our NEOs for 2025:

​

(1)

In connection with the resignation of the previous Executive Vice President, Chief Financial Officer & Treasurer, the Company’s Board appointed Kathryn Shanley, the Company’s Chief Accounting Officer, as the Company’s Interim Principal Financial Officer, effective June 6, 2024, until a permanent replacement was identified. Effective January 2, 2025, John Enwright was appointed to serve as the Company’s Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer). Upon the effective date of Mr. Enwright’s appointment, Ms. Shanley transitioned back to serving as the Company’s Chief Accounting Officer.

​

Annual Cash Incentive Bonuses

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

Carlos R. Quezada, CEO

The 2025 cash incentive bonus of $1,069,938 for Mr. Quezada was determined at the Compensation Committee meeting held in February 2026 and was made entirely in connection with the Company’s achievement of a previously approved Adjusted Consolidated EBITDA growth target.

Other Named Executive Officers

The 2025 cash incentive bonuses for Messrs. Metzger, Enwright, and Franch, and Ms. Shanley were determined at the Compensation Committee meeting held in February 2026 and were made entirely in connection with the

 

38      Carriage Services

Compensation Discussion and Analysis

Company’s achievement of a previously approved four (4%) Adjusted Consolidated EBITDA growth target. For 2025, the Compensation Committee considered the Company’s achievement of the previously approved Company’s Adjusted Consolidated EBITDA growth target, along with the impact of certain unplanned divestitures that occurred during the year. As a result, the Compensation Committee approved the 2025 cash incentive bonus payout to Messrs. Metzger, Enwright, and Franch, and Ms. Shanley at 101% of the target, which reflected achievement at slightly above the previously approved Adjusted Consolidated EBITDA growth target assuming those certain unplanned divestitures had not occurred.

The table below sets forth the 2025 base salary, the incentive bonus targets, and the actual incentive bonus payments, as a percentage of base salary, for Messrs. Quezada, Metzger, Enwright, and Franch, and Ms. Shanley.

​

(1)

Target is based on a percentage of base salary in effect in 2025.

​

(2)

Actual cash incentive bonus paid in 2026 for performance in 2025.

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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.

Annual Long-Term Incentive Grants

Restricted stock and performance awards may be awarded by our Compensation Committee after consideration of each individual’s performance toward our recent financial performance goals, as well as expected contributions to our long-term success. Our Compensation Committee believes that these forms of equity ownership help align the executive’s interests closely with those of our shareholders and incentivize our executives to contribute to the long-term growth and success of Carriage.

Our Compensation Committee established 2025 long-term incentive targets for our NEOs, as shown in the table below:

​

(1)

Target is based on a percentage of base salary in effect in 2024.

​

All long-term incentive awards granted are tied to the future performance of the Company and align with long-term value creation interests for our shareholders.

 

2026 Proxy Statement      39

Compensation Discussion and Analysis

The following chart describes the grant of long-term incentive awards to our NEOs, which consists half  (50%) of restricted stock units and the other half  (50%) in the form of performance share units:

Our Compensation Committee believes that this element of our long-term incentive program, along with the current mix of RSUs and PSUs, properly aligns management’s long-term compensation with the Company’s compensation Philosophy and our mission of maximizing value per share for long-term shareholders. Generally, our long-term incentive programs allow for more simplicity in structure and the transparency for management to focus on operations and performance.

All vested incentive awards are payable in shares of our Common Stock. More detailed information regarding the long-term incentive grant is set forth above, as well as in Note 17, Shareholder’s Equity, to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K.

Interim Long-Term Incentive Compensation Bridge Award

As a result of our long-term incentive program including a mix of PSU awards beginning in 2025, our Compensation Committee recognized there would be a two-year long-term incentive compensation program gap during 2025 and 2026 related to the new three-year PSU awards discussed above. As a result, the Compensation Committee determined it was appropriate to implement an interim bridge award for 2025 and 2026 (only), payable in cash, in connection with the Company’s achievement of a previously approved Annual Revenue target, which excludes the impact of any acquisitions.

For 2025, the table below sets forth the cash payment made to our NEOs under the Interim Long-Term Compensation Bridge Award, which was determined at the Compensation Committee meeting held in February 2026, and was made entirely in connection with the Company’s achievement of a previously approved Annual Revenue target:

Executive Compensation Policies and Practices as they relate to our Risk Management

Our Compensation Committee reviews annually the principal components of executive compensation. Our Compensation Committee believes that these cash incentive plans appropriately balance risk, payment for performance and the desire to focus executives on specific financial and leadership measures that promote long-term value creation per share. As a result, our Compensation Committee has made a determination that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

 

40      Carriage Services

Compensation Discussion and Analysis

Tax and Accounting Considerations

For compensation in excess of  $1 million, Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits our ability to take a federal income tax deduction for compensation paid to covered employees. Our Compensation Committee does not believe that compensation decisions should be made solely to maintain the deductibility of compensation for federal income tax purposes.

We recognize compensation expense in an amount equal to the fair value of the share-based awards over the period of vesting. Fair value is determined on the date of the grant. The fair value of restricted stock and performance awards is determined using the stock price on the grant date. More detailed information and related assumptions regarding the 2025 long-term incentive grants are set forth in Note 17, Shareholder’s Equity, to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K.

 

2026 Proxy Statement      41

   

EXECUTIVE COMPENSATION

Summary Compensation Table

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

​

(1)

In connection with the resignation of our previous Executive Vice President, Chief Financial Officer & Treasurer, the Company’s Board appointed Kathryn Shanley, the Company’s Chief Accounting Officer, as the Company’s Interim Principal Financial Officer, effective June 6, 2024, until a permanent replacement was identified. Effective January 2, 2025, John Enwright was appointed to serve as the Company’s Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer). Upon the effective date of Mr. Enwright’s appointment, Ms. Shanley transitioned back to serving as the Company’s Chief Accounting Officer.

​

(2)

Reflects the grant date fair value of restricted stock awards granted on February 19, 2025 and performance awards granted on March 7, 2025 computed in accordance with FASB ASC Topic 718. The value of these restricted stock awards and performance stock awards reflects the number of shares awarded multiplied by the grant price of  $41.54 and $38.89, respectively, which was calculated using the closing price on the grant date. The restricted stock awards vest based on continued service at 33 1/3% per year beginning on the first anniversary date of the grant and the performance awards will vest, if at all, provided that certain predetermined performance metrics related to the Company’s adjusted consolidated EBITDA are achieved during the period commencing on the grant date through March 31, 2028.

​

(3)

Reflects the grant date fair value of option awards in accordance with FASB ASC Topic 718. The assumptions made for the valuation of the awards are set forth in Note 17, Shareholder’s Equity, to the Consolidated Financial Statements included in the 2025 Annual Report on Form 10-K.

​

(4)

Reflects the annual cash incentive bonus payouts, which are metric based and not discretionary beginning in 2025, along with the interim long-term incentive compensation bridge award payouts.

​

 

42      Carriage Services

Executive Compensation

(5)

The following table describes each component of the “All Other Compensation” column for 2025 in the Summary Compensation Table with respect to our NEOs.

​

​

(1)

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

​

(2)

The amounts represent dividends on unvested restricted stock of NEOs.

​

(3)

The amount reflects benefits received for family members’ travel and reimbursement of certain travel expenses paid to our NEOs for award trips hosted by the Company, executive physicals for our NEOs, and fitness and club memberships for certain executives.

​

Grants of Plan-Based Awards

The following table sets forth plan-based awards granted in 2025 with the three lines pertaining to:

•

First line — Annual Performance-Based Incentive paid in cash

​

•

Second line — LTI Compensation Bridge Award paid in cash

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•

Third line — Restricted stock units, granted February 19, 2025

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•

Fourth line — Performance share units, granted March 7, 2025

​