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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Carriage Services Inc | NYSE:CSV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.26 | -1.00% | 25.74 | 26.31 | 25.54 | 26.31 | 92,746 | 01:00:00 |
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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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Carriage Services, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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4
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Date Filed:
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elect two Class II directors to serve for three-year terms expiring at the annual meeting of stockholders in 2019 and until their successors are elected and qualified;
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hold an advisory vote to approve Carriage’s named executive officer compensation;
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ratify the appointment of Grant Thornton LLP as Carriage’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and
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transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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Viki K. Blinderman
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Co-Chief Financial Officer, Chief Accounting Officer and Secretary
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON TUESDAY, MAY 17, 2016
The Notice of Annual Meeting of Stockholders, the Proxy Statement and the 2015 Annual Report to Stockholders are available at www.carriageservices.com.
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Page No.
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PROXY STATEMENT
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2016 Annual Meeting Date and Location
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About Our Annual Meeting
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CORPORATE GOVERNANCE
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Independence
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Board Leadership Structure and Oversight of Risk
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Director Nomination Process
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Organization and Committees of Our Board
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Attendance at Annual Stockholder Meetings
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Board’s Interaction with Stockholders
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Annual Evaluations
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Corporate Governance Guidelines, Business Conduct and Ethics
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DIRECTOR COMPENSATION
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General
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2015 Director Compensation Table
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PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS
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EXECUTIVE MANAGEMENT
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COMPENSATION DISCUSSION AND ANALYSIS
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Context for Compensation Decision-making within Carriage Services
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2015 Performance Highlights
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Consideration of Previous Shareholder Advisory Vote
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Compensation Philosophy and Practices
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Elements of Compensation
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Management’s Role in Determining Executive Compensation
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Compensation Evaluation Process
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Performance-Based Compensation
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Base Salaries
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Annual Cash Incentive Bonuses
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Long-Term Equity-Based Incentives
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2016 Compensation
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Severance Benefits
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Other Benefits and Perquisites
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Executive Compensation Policies and Practices as they Relate to Our Risk Management
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Tax and Accounting Considerations
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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COMPENSATION COMMITTEE REPORT
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EXECUTIVE COMPENSATION
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Summary Compensation Table
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Grants of Plan-Based Awards in 2015
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Employment Agreements
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Long-Term Incentive Plan
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Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested During 2015
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Pension Benefits
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Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
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Potential Payments Upon Termination or Change-in-Control
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PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP
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General
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Audit and Other Fees
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Pre-Approval Policy for Services of Independent Registered Public Accounting Firm
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AUDIT COMMITTEE REPORT
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SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS
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Stock Ownership of Management
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Stock Ownership of Certain Beneficial Owners
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Section 16(a) Beneficial Ownership Reporting Compliance
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Policies and Procedures for Review and Approval of Related Party Transactions
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Related Party Transactions
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OTHER BUSINESS
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STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING
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ADDITIONAL INFORMATION
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Annual Report
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Householding
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to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and
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to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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Stockholder of Record
. If your shares are registered directly in your name with the American Stock Transfer & Trust Company, LLC, our transfer agent, you are considered to be the stockholder 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 Stockholder
. If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name” and your bank, broker or other nominee is the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares and are also invited to attend our Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at our Annual Meeting unless you obtain a legal proxy from the stockholder 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 bank, broker or other nominee provides to you.
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lnternet
. To vote via the internet, go to “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. Vote online until 11:59 PM EST the day before the meeting.
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By Mail
. To vote by mail, you should mark, sign, date and mail the enclosed proxy card in the prepaid envelope provided. The shares you own will be voted according to the instructions on the proxy card that you provide. If you return your proxy card but do not mark your voting preference, the individuals named as proxies will vote your shares
FOR
the election of each of the Class II director nominees and
FOR
the other proposals described in this Proxy Statement.
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In Person
. If you attend our Annual Meeting, you may vote by delivering your completed proxy card in person or by completing a ballot, which will be available at our Annual Meeting. Attending our Annual Meeting without delivering your completed proxy card or completing a ballot will not count as a vote. Submitting a proxy prior to our Annual Meeting will not prevent you from attending our Annual Meeting and voting in person.
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By Mail
. You may indicate your vote by completing, signing and dating your voting instruction card or other information forwarded by your bank, broker or other nominee and returning it to them in the manner specified in their instructions.
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By Methods Listed on Voting Instruction Form
. Please refer to the voting instruction form or other information forwarded by your bank, broker or other nominee to determine whether you may submit a proxy by telephone or electronically on the Internet, following the instructions on the voting instruction form or other information they provided to you.
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In Person with a Proxy from the Record Holder
. You may vote in person at our Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee. Please consult the voting instruction form or other information sent to you by the record holder to determine how to obtain a legal proxy in order to vote in person at our Annual Meeting.
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submitting written notice of revocation to our home office, which is located at 3040 Post Oak Boulevard, Suite 300, Houston, Texas 77056, Attn: Corporate Secretary no later than May 16, 2016;
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submitting a later dated proxy with new voting instructions by mail that is received by May 16, 2016; or
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attending our Annual Meeting and voting your shares in person.
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Proposal 1 (Election of Class II Directors)
: To be elected, each director nominee must receive the affirmative vote of a plurality 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 the most votes will be elected. Votes may be cast in favor of or withheld from the election of each nominee. Votes that are withheld from a director’s election will be counted toward a quorum, but will not affect the outcome of the vote on the election of a director. Broker non-votes will have no effect on the outcome of the vote for directors.
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Proposal 2 (Advisory Vote to Approve Named Officer Executive 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. 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. 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 3 (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, 2016 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. Abstentions will be counted in determining
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FOR
the election of the two Class II director nominees;
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FOR
the approval, on an advisory basis, of our named executive officer compensation; and
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FOR
the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
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1.
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Honesty, Integrity and Quality in All That We Do
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2.
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Hard work, Pride of Accomplishment, and Shared Success Through Employee Ownership
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Belief in the Power of People Through Individual Initiative and Teamwork
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Outstanding Service and Profitability Go hand-in-Hand
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5.
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Growth of the Company Is Driven by Decentralization and Partnership
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1.
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A deep, genuine belief, understanding and commitment to our
Being The Best Mission Statement
and
Five Guiding Principles
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Business and investment savvy, including an owner-oriented attitude and conviction that Carriage has evolved into a superior shareholder value creation investment platform and therefore represents a superior long-term investment opportunity; 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
High Performance Culture Framework
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Director
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Compensation
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Audit
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Corporate
Governance
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Melvin C. Payne
(*)
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David J. DeCarlo
(**)
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Barry K. Fingerhut(I)
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X
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X
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Chairman
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Donald D. Patteson, Jr.(I)
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X
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Chairman
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X
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Richard W. Scott(I)
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Chairman
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X
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X
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Bryan D. Leibman(I)
(***)
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X
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X
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X
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(*)
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Chairman of our Board and Chief Executive Officer.
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(**)
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Vice Chairman of our Board and President.
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(I)
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Independent Director.
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(***)
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On September 28, 2015, our Board elected Bryan D. Leibman to serve as a Class II director until our 2016 Annual Meeting of Stockholders. Mr. Leibman was appointed to serve on our Audit, Compensation and Corporate Governance Committees
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review, evaluate and approve our officer compensation plans, policies and programs;
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recommend to our Board director compensation plans, policies and programs;
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produce the Compensation Committee Report on executive compensation for inclusion in our proxy statement for our annual meeting of stockholders;
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review and approve the compensation of our officers and directors, including grants under our stock incentive plans; and
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perform such other functions as our Board may assign from time to time.
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developing, summarizing and presenting compensation information and analysis to enable our Compensation Committee to execute its responsibilities; developing individual Executive Officer and Senior Leadership bonus plans for consideration by our Compensation Committee and reporting to our Compensation Committee regarding achievement against the bonus plans;
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preparing stock award recommendations for our Compensation Committee’s approval; and
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attending our Compensation Committee’s meetings as requested in order to provide additional information, respond to questions and otherwise assist our Compensation Committee.
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assist our Board in fulfilling its oversight responsibilities regarding the:
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integrity of our financial statements;
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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;
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performance of our internal audit function and independent auditors;
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compliance by Carriage with legal and regulatory requirements; and
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perform such other functions as our Board may assign to our Audit Committee from time to time.
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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 stockholders;
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lead our Board in its annual review of the performance of our Board and its committees and of our senior management; and
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perform such other functions as our Board may assign to our Corporate Governance Committee from time to time.
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Annual Cash Retainer
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Per Meeting Cash Fee
(2)
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Board - Independent Director
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$
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40,000
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(1)
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$
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2,000
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Board - Lead Director
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$
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115,000
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(1) (3)
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$
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2,000
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Audit Committee
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Chair
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$
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17,500
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(4)
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$
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2,000
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Member
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$
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—
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$
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2,000
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Compensation Committee
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Chair
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$
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15,000
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(4)
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$
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1,600
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Member
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$
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—
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$
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1,600
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Corporate Governance Committee
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Chair
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$
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15,000
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(4)
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$
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1,600
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Member
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$
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—
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$
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1,600
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(1)
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Paid on a quarterly basis. No cash retainers are paid to employee directors.
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(2)
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Paid for attendance at any special or regular meeting of the Board or Committee, whether attended in person or by phone. No Per Meeting Cash Fees are paid to employee directors.
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(3)
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The Lead Director receives this annual retainer in addition to the retainer paid to other Independent Directors.
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(4)
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Paid on the date of our Annual Meeting of Stockholders.
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Name
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Fees Earned in Cash
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Stock Awards
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Total
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Barry K. Fingerhut
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$
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81,400
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$
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75,000
(1)
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$
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156,400
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Donald D. Patteson, Jr.
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$
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83,900
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$
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75,000
(1)
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$
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158,900
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Richard W. Scott
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$
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196,400
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$
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75,000
(1)
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$
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271,400
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Bryan D. Leibman
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$
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14,000
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$
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100,000
(2)
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$
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114,000
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(1)
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On May 19, 2015, Messrs. Fingerhut, Patteson and Scott each received an annual equity grant of $75,000 in shares of fully-vested Common Stock, resulting in 2,953 shares granted to each individual, based upon a closing price of $25.39 on such date. Amounts reported with respect to these awards reflect the grant date fair value, calculated in accordance with FASB ASC Topic 718. As of December 31, 2015, Messrs. Fingerhut, Patteson and Scott had no shares of unvested restricted stock outstanding.
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(2)
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On September 28, 2015, our Board elected Bryan D. Leibman to serve as a Class II director until our 2016 Annual Meeting of Stockholders. Mr. Leibman was appointed to serve on our Audit, Compensation and Corporate Governance Committees
.
He received 4,837 shares of Common Stock in new director compensation awards valued at $100,000 based upon a closing price of $20.67 on the date of the grant. Half of these shares were fully vested on the date of grant and the remaining half vest in equal installments on each of the first two anniversaries of the date of grant. For Mr. Leibman, 2,418 shares were vested upon grant on September 28, 2015, 1,209 shares will vest on September 28, 2016 and 1,210 shares will vest on September 28, 2017. Amounts reported with respect to these awards reflect the grant date fair value, calculated in accordance with FASB ASC Topic 718.
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Name
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Age
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Positions and Offices with Carriage, Director Since
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Continuing Class II Directors
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(If re-elected, term expires at 2019 Annual Meeting)
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Barry K. Fingerhut
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70
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Director, 2012
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Bryan D. Leibman
(1)
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47
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Director, 2015
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Class III Directors
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(Term expires at 2017 Annual Meeting)
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David J. DeCarlo
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70
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Director, 2011; President and Vice Chairman of the Board, 2014
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Donald D. Patteson, Jr.
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70
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Director, 2011
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Class I Directors
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(Term expires at 2018 Annual Meeting)
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Melvin C. Payne
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73
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Chairman of the Board and Chief Executive Officer, 1991
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Richard W. Scott
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62
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Director, 2009
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(1)
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On September 28, 2015, our Board elected Bryan D. Leibman to serve as a Class II director until our 2016 Annual Meeting of Stockholders. Mr. Leibman was appointed to serve on our Audit, Compensation and Corporate Governance Committees
.
Upon electing Mr. Leibman to the Board, the Corporate Governance Committee approved to increase the Board membership from five to six members.
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A deep, genuine belief, understanding and commitment to our
Being The Best Mission Statement
and
Five Guiding Principles
,
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•
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Business and investment savvy, including an owner-oriented attitude and conviction that Carriage Services 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
High Performance Culture Framework.
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Name
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Age
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Title
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Melvin C. Payne
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73
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Chief Executive Officer, Chairman of the Board and Director
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David J. DeCarlo
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70
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President and Vice Chairman of the Board
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L. William Heiligbrodt
(1)
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74
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Executive Vice President and Secretary
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Mark R. Bruce
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49
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Regional Partner - East
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Paul D. Elliott
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54
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Regional Partner - West
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Shawn R. Phillips
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52
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Regional Partner - Central
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Viki K. Blinderman
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47
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Co-Chief Financial Officer, Chief Accounting Officer and Secretary
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Carl B. Brink
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34
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Co-Chief Financial Officer and Treasurer
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(1)
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On May 21, 2015, L. William Heiligbrodt, as a result of his announced retirement as of March 4, 2016 from the Company, resigned as Executive Vice President, Principal Financial Officer and Secretary. Effective May 21, 2015, Carl B. Brink became the Company’s Principal Financial Officer and Viki K. Blinderman became the Company's Secretary. On August 4, 2015, the Board appointed Viki K. Blinderman and Carl B. Brink as Co-Chief Financial Officers. Ms. Blinderman also currently serves as the Company's Chief Accounting Officer and Principal Accounting Officer and Mr. Brink currently serves as the Company's Treasurer.
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•
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Honesty, Integrity and Quality in All That We Do
|
•
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Hard work, Pride of Accomplishment, and Shared Success Through Employee Ownership
|
•
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Belief in the Power of People Through Individual Initiative and Teamwork
|
•
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Outstanding Service and Profitability Go hand-in-Hand
|
•
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Growth of the Company Is Driven by Decentralization and Partnership
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Measure
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2015 Result
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Change Versus FY 2014
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Total Revenue
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$242.5 million
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7.2% increase
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Adjusted Consolidated EBITDA
(1)
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$71.1 million
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15.4% increase
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Adjusted Consolidated EBITDA Margin
(1)
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29.3%
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200 basis point increase
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Adjusted Diluted EPS
(1) (2)
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$1.48/share
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10.4% increase
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Adjusted Free Cash Flow
(1)
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$43.7 million
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13.0% increase
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(1)
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Adjusted Consolidated EBITDA, Adjusted Consolidated EBITDA Margin, Adjusted Diluted EPS and Adjusted Free Cash Flow are non-GAAP financial measures that management believes are important measures for understanding the Company's overall operational and financial results. For a reconciliation of Adjusted Consolidated EBITDA, Adjusted Consolidated EBITDA Margin, Adjusted Diluted EPS and Adjusted Free Cash Flow, see our Earnings Release discussing 2015 annual results reported on February 16, 2016 as filed on Form 8-K.
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1.
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We added to our
Ten Year Vision
this past year a third element related to long-term shareholder value creation to become recognized by institutional investors and those in our industry as a superior Consolidation, Operating and Value Creation Investment Platform by consistently allocating our precious capital, especially our growing Free Cash Flow, with disciplined savviness and flexibility among various investment options so as to maximize the intrinsic value of Carriage per share over the next ten years.
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2.
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Our Chairman and CEO and our Co-CFOs continue to conduct stockholder outreach efforts with stockholders in several private meetings and conferences.
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3.
|
We adopted executive stock ownership guidelines that further align the interests of our leadership with shareholder interests.
|
4.
|
We adopted a clawback policy, designed to recoup any compensation improperly paid prior to an accounting restatement.
|
5.
|
We learned that our stockholders did not favorably view the acceleration of the
Good to Great Payout
in early 2014 and adjusted our compensation practices in an effort to avoid those types of situations in the future.
|
6.
|
We drafted this
Compensation Discussion and Analysis
to better explain the quantitative measures included in our Incentive Plan as it relates to the uniqueness of our Company culture.
|
7.
|
We have not requested additional shares for use in our long-term incentive plans.
|
•
|
to attract, motivate, and retain exceptional 4E Leadership talent that are also a cultural fit (“First Who”) in order to lead value creation strategies such as sustainably increasing revenue, growth and profitability that leads to total shareholder returns (“Then What”);
|
•
|
to outline the transparency between pay, commensurate with individual and team contribution, and our annual and long-term Company performance;
|
•
|
to reward and reinvest in 4E Leadership that has established a proven record of success over time; and
|
•
|
to align senior leadership interests with what is best for the Company and thus, what is best for our stockholders over time.
|
•
|
A significant portion of executive compensation is performance-based and is tied to our financial performance and/or the performance of our stock price over the intermediate to long-term period.
|
•
|
Carriage Services is principle-based in its unwavering beliefs and every day practices as reflected in our
Five Guiding Principles
. Our first Guiding Principle of “Honesty, Integrity and Quality in all that we do” requires that we hire and hold all employees, at all levels, accountable to this first Guiding Principle (as well as the other four Guiding Principles) at all times.
|
•
|
We have share ownership and trading guidelines for officers.
|
•
|
We have anti-hedging provisions as part of our insider trading policy, prohibiting our officers from hedging the risk of stock ownership by purchasing, selling or writing options on Company stock.
|
•
|
We have clawback provisions that permit the Board to pursue recovery of incentive payments if the payment would have been lower based on restated financial results.
|
•
|
We have double-trigger vesting of equity awards upon change in control.
|
•
|
We have very limited executive perquisites.
|
•
|
We primarily began utilizing internal, historical trend compensation data over four full years as compared to individual and Company performance measures when making compensation decisions which are grounded in our belief of continued investment in the “Right Who’s” over time. We consider peer group market data merely as a benchmark.
|
•
|
We regularly evaluate share utilization levels within our long-term incentive plans. By reviewing overhang levels and run rates, we manage the dilutive impact of stock-based compensation to appropriate levels.
|
•
|
No supplemental retirement plans.
|
•
|
No repricing of underwater stock options.
|
•
|
No grants below 100% of fair market value.
|
•
|
No inclusion of long-term incentive awards in cash severance calculations.
|
•
|
No excise tax gross-ups upon change in control.
|
Pay Element
|
|
Purpose
|
Base Salary
|
|
Provide competitive base pay to hire and retain key talent, the “Right Who’s,” with the desired 4E Leadership qualities.
|
Short-Term Incentives
|
|
Provide market competitive cash incentive opportunities that will motivate our executives to achieve and exceed corporate financial goals that support our
Being The Best
High Performance
Standards. For Mr. Payne and Mr. DeCarlo, these awards are conditioned upon achieving objective performance targets.
|
Long-Term Incentives
|
|
Provide market competitive equity award opportunities that will align executive interests with our stockholders, allow executives to build share ownership and encourage retention of executives who enhance our
High Performance Culture
consistent with our
Good To Great Journey
.
|
•
|
developing, summarizing and presenting information and analyses to enable our Compensation Committee to execute its responsibilities, as well as addressing specific requests for information from our Compensation Committee;
|
•
|
attending our Compensation Committee’s meetings as requested in order to provide information, respond to questions and otherwise assist our Compensation Committee;
|
•
|
developing recommendations for individual executive officer bonus plans for consideration by our Compensation Committee and reporting to our Compensation Committee regarding achievement against the cash incentive bonus plans; and
|
•
|
preparing long-term incentive award recommendations for our Compensation Committee’s approval.
|
Named Executive Officers
|
|
2014
|
|
2015
|
||||
Melvin C. Payne
|
|
$
|
625,000
|
|
|
$
|
645,000
|
|
David J. DeCarlo
|
|
$
|
545,000
|
|
|
$
|
560,000
|
|
L. William Heiligbrodt
|
|
$
|
545,000
|
|
|
$
|
560,000
|
|
Mark R. Bruce
|
|
$
|
280,000
|
|
|
$
|
290,000
|
|
Paul D. Elliott
|
|
$
|
260,000
|
|
|
$
|
275,000
|
|
Shawn R. Phillips
|
|
$
|
250,000
|
|
|
$
|
270,000
|
|
Viki K. Blinderman
|
|
$
|
230,000
|
|
|
$
|
240,000
|
|
Carl B. Brink
|
|
$
|
150,000
|
|
|
$
|
170,000
|
|
|
|
Target Payout (% of Base Salary)
|
|||||||
|
|
Threshold
|
|
Target
|
|
Maximum
|
|||
Melvin C. Payne
|
|
45
|
%
|
|
90
|
%
|
|
180
|
%
|
David J. DeCarlo
|
|
40
|
%
|
|
80
|
%
|
|
160
|
%
|
L. William Heiligbrodt
|
|
40
|
%
|
|
80
|
%
|
|
160
|
%
|
Named Executive Officers
|
|
Annual Base
Salary
|
|
Threshold
(1)
|
|
Target
(1)
|
|
Maximum
(1)
|
|
Calculated Bonus
(2)
|
|
|
Individual 2015 Bonus Paid
(3)
|
||||||||||
Melvin C. Payne
|
|
$
|
645,000
|
|
|
$
|
290,250
|
|
|
$
|
580,500
|
|
|
$
|
1,000,000
|
|
|
$
|
551,162
|
|
|
$
|
450,000
|
David J. DeCarlo
|
|
$
|
560,000
|
|
|
$
|
224,000
|
|
|
$
|
448,000
|
|
|
$
|
896,000
|
|
|
$
|
425,358
|
|
|
$
|
425,000
|
L. William Heiligbrodt
(4)
|
|
$
|
560,000
|
|
|
$
|
224,000
|
|
|
$
|
448,000
|
|
|
$
|
896,000
|
|
|
n/a
|
|
|
|
n/a
|
(1)
|
Refer to “Employment Agreements” section within the Compensation Discussion and Analysis above for respective percentages of base salary payable to Messrs. Payne, DeCarlo and Heiligbrodt under their Employment Agreements at threshold, target and maximum performance levels. Maximum is subject to a maximum payout of $1,000,000 pursuant to the terms of our Second Amended and Restated 2006 Long-Term Incentive Plan.
|
(2)
|
Amount is based on the actual quantitative and qualitative performance metrics that was achieved for Messrs. Payne and DeCarlo.
|
(3)
|
Actual cash incentive bonus paid in 2016 for performance in 2015.
|
(4)
|
At the discretion of the Compensation Committee, no bonus was paid to Mr. Heiligbrodt.
|
|
|
|
|
|
|
Individual 2015 Bonus Paid
(2)
|
||||||||
Named Executive Officers
|
|
Annual Base
Salary
|
|
Target
(1)
|
|
Amount Paid
|
|
% of Salary
|
||||||
Mark R. Bruce
|
|
$
|
290,000
|
|
|
50
|
%
|
|
$
|
145,000
|
|
|
50
|
%
|
Paul D. Elliott
|
|
$
|
275,000
|
|
|
50
|
%
|
|
$
|
140,000
|
|
|
51
|
%
|
Shawn R. Phillips
|
|
$
|
270,000
|
|
|
50
|
%
|
|
$
|
135,000
|
|
|
50
|
%
|
Viki K. Blinderman
|
|
$
|
240,000
|
|
|
45
|
%
|
|
$
|
110,000
|
|
|
46
|
%
|
Carl B. Brink
|
|
$
|
170,000
|
|
|
35
|
%
|
|
$
|
80,000
|
|
|
47
|
%
|
(1)
|
Target is based on a percentage of base salary in effect in 2015.
|
(2)
|
Actual cash incentive bonus paid in 2016 for performance in 2015.
|
Name
|
|
Stock Options
|
|
Melvin C. Payne
|
|
100,000
|
|
David J. DeCarlo
|
|
100,000
|
|
L. William Heiligbrodt
|
|
100,000
|
|
Mark R. Bruce
|
|
40,000
|
|
Paul D. Elliott
|
|
38,000
|
|
Shawn R. Phillips
|
|
35,000
|
|
Viki K. Blinderman
|
|
25,000
|
|
Carl B. Brink
|
|
22,000
|
|
Named Executive Officers
|
|
2016 Annual Base
Salary
|
||
Melvin C. Payne
|
|
$
|
670,000
|
|
David J. DeCarlo
|
|
$
|
580,000
|
|
Mark R. Bruce
|
|
$
|
310,000
|
|
Paul D. Elliott
|
|
$
|
290,000
|
|
Shawn R. Phillips
|
|
$
|
280,000
|
|
Viki K. Blinderman
|
|
$
|
250,000
|
|
Carl B. Brink
|
|
$
|
210,000
|
|
Named Executive Officers
|
|
Annual Base
Salary
|
|
Threshold
(1)
|
|
Target
(1)
|
|
Maximum
(1)
|
||||||||
Melvin C. Payne
|
|
$
|
670,000
|
|
|
$
|
301,500
|
|
|
$
|
603,000
|
|
|
$
|
1,000,000
|
|
David J. DeCarlo
|
|
$
|
580,000
|
|
|
$
|
232,000
|
|
|
$
|
464,000
|
|
|
$
|
928,000
|
|
(1)
|
Refer to “Employment Agreements” section within the Compensation Discussion and Analysis above for respective percentages of base salary payable to Messrs. Payne and DeCarlo under their Employment Agreements at threshold, target and maximum performance levels. Maximum is subject to a maximum payout of $1,000,000 pursuant to the terms of our Second Amended and Restated 2006 Long-Term Incentive Plan.
|
|
|
2016 Annual Base
Salary
|
|
2016 Annual Cash Incentive Bonus Target
|
|||||||
Named Executive Officers
|
|
|
% of base salary
|
|
Target amount
|
||||||
Mark R. Bruce
|
|
$
|
310,000
|
|
|
50
|
%
|
|
$
|
155,000
|
|
Paul D. Elliott
|
|
$
|
290,000
|
|
|
50
|
%
|
|
$
|
145,000
|
|
Shawn R. Phillips
|
|
$
|
280,000
|
|
|
50
|
%
|
|
$
|
140,000
|
|
Viki K. Blinderman
|
|
$
|
250,000
|
|
|
40
|
%
|
|
$
|
100,000
|
|
Carl B. Brink
|
|
$
|
210,000
|
|
|
40
|
%
|
|
$
|
84,000
|
|
|
|
2016 Annual Base
Salary
|
|
2016 Annual Long-Term Incentive Target
|
|||||||
Named Executive Officers
|
|
|
% of base salary
|
|
Target amount
|
||||||
Melvin C. Payne
|
|
$
|
670,000
|
|
|
110
|
%
|
|
$
|
737,000
|
|
David J. DeCarlo
|
|
$
|
580,000
|
|
|
100
|
%
|
|
$
|
580,000
|
|
Mark R. Bruce
|
|
$
|
310,000
|
|
|
75
|
%
|
|
$
|
232,500
|
|
Paul D. Elliott
|
|
$
|
290,000
|
|
|
75
|
%
|
|
$
|
217,500
|
|
Shawn R. Phillips
|
|
$
|
280,000
|
|
|
75
|
%
|
|
$
|
210,000
|
|
Viki K. Blinderman
|
|
$
|
250,000
|
|
|
60
|
%
|
|
$
|
150,000
|
|
Carl B. Brink
|
|
$
|
210,000
|
|
|
60
|
%
|
|
$
|
126,000
|
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards ($)
(1)
|
|
All Other
Compensation ($)
|
|
Total
($)
|
|||||||||||
Melvin C. Payne
|
|
2015
|
|
$
|
645,000
|
|
|
$
|
450,000
|
|
|
$
|
—
|
|
|
$
|
563,810
|
|
$
|
37,183
(2)
|
|
|
$
|
1,695,993
|
|
Chief Executive Officer and
|
|
2014
|
|
$
|
625,000
|
|
|
$
|
563,000
|
|
|
$
|
1,021,000
|
|
|
$
|
520,110
|
|
$
|
4,051,791
|
|
|
$
|
6,780,901
|
|
Chairman of the Board
|
|
2013
|
|
$
|
625,025
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
403,990
|
|
$
|
52,227
|
|
|
$
|
1,081,242
|
|
David J. DeCarlo
|
|
2015
|
|
$
|
560,000
|
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
563,810
|
|
$
|
57,320
(3)
|
|
|
$
|
1,606,130
|
|
President and Vice Chairman of the Board
|
|
2014
|
|
$
|
545,000
|
|
|
$
|
436,000
|
|
|
$
|
2,042,000
|
|
|
$
|
520,110
|
|
$
|
40,729
|
|
|
$
|
3,583,839
|
|
|
|
2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
L. William Heiligbrodt
|
|
2015
|
|
$
|
560,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
563,810
|
|
$
|
—
|
|
|
$
|
1,123,810
|
|
Executive Vice President and Secretary
(4)
|
|
2014
|
|
$
|
545,000
|
|
|
$
|
436,000
|
|
|
$
|
1,021,000
|
|
|
$
|
520,110
|
|
$
|
4,200,000
|
|
|
$
|
6,722,110
|
|
|
|
2013
|
|
$
|
543,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
403,990
|
|
$
|
—
|
|
|
$
|
947,490
|
|
Mark R. Bruce
|
|
2015
|
|
$
|
290,000
|
|
|
$
|
145,000
|
|
|
$
|
—
|
|
|
$
|
225,524
|
|
$
|
—
|
|
|
$
|
660,524
|
|
Regional Partner
|
|
2014
|
|
$
|
280,000
|
|
|
$
|
105,000
|
|
|
$
|
—
|
|
|
$
|
206,084
|
|
$
|
813,892
|
|
|
$
|
1,404,976
|
|
|
|
2013
|
|
$
|
260,000
|
|
|
$
|
104,000
|
|
|
$
|
—
|
|
|
$
|
121,197
|
|
$
|
—
|
|
|
$
|
485,197
|
|
Paul D. Elliott
|
|
2015
|
|
$
|
275,000
|
|
|
$
|
140,000
|
|
|
$
|
—
|
|
|
$
|
214,248
|
|
$
|
—
|
|
|
$
|
629,248
|
|
Regional Partner
|
|
2014
|
|
$
|
260,000
|
|
|
$
|
104,000
|
|
|
$
|
—
|
|
|
$
|
180,324
|
|
$
|
477,000
|
|
|
$
|
1,021,324
|
|
|
|
2013
|
|
$
|
250,000
|
|
|
$
|
75,000
|
|
|
$
|
—
|
|
|
$
|
121,197
|
|
$
|
11,117
|
|
|
$
|
457,314
|
|
Shawn R. Phillips
|
|
2015
|
|
$
|
270,000
|
|
|
$
|
135,000
|
|
|
$
|
—
|
|
|
$
|
197,334
|
|
$
|
—
|
|
|
$
|
602,334
|
|
Regional Partner
|
|
2014
|
|
$
|
250,000
|
|
|
$
|
100,000
|
|
|
$
|
—
|
|
|
$
|
154,563
|
|
$
|
520,923
|
|
|
$
|
1,025,486
|
|
|
|
2013
|
|
$
|
240,000
|
|
|
$
|
60,000
|
|
|
$
|
—
|
|
|
$
|
100,998
|
|
$
|
—
|
|
|
$
|
400,998
|
|
Viki K. Blinderman
|
|
2015
|
|
$
|
240,000
|
|
|
$
|
110,000
|
|
|
$
|
—
|
|
|
$
|
140,952
|
|
$
|
—
|
|
|
$
|
490,952
|
|
Co-Chief Financial Officer,
|
|
2014
|
|
$
|
230,000
|
|
|
$
|
78,000
|
|
|
$
|
—
|
|
|
$
|
128,803
|
|
$
|
250,000
|
|
|
$
|
686,803
|
|
Chief Accounting Officer and Secretary
|
|
2013
|
|
$
|
230,000
|
|
|
$
|
64,400
|
|
|
$
|
—
|
|
|
$
|
60,599
|
|
$
|
—
|
|
|
$
|
354,999
|
|
Carl B. Brink
|
|
2015
|
|
$
|
170,000
|
|
|
$
|
80,000
|
|
|
$
|
—
|
|
|
$
|
124,038
|
|
$
|
—
|
|
|
$
|
374,038
|
|
Co-Chief Financial Officer and Treasurer
|
|
2014
|
|
$
|
150,000
|
|
|
$
|
42,000
|
|
|
$
|
—
|
|
|
$
|
92,738
|
|
$
|
300,000
|
|
|
$
|
584,738
|
|
|
|
2013
|
|
$
|
150,000
|
|
|
$
|
40,000
|
|
|
$
|
—
|
|
|
$
|
60,599
|
|
$
|
—
|
|
|
$
|
250,599
|
|
(1)
|
Reflects the grant date fair value of the options granted in the respective fiscal year, computed in accordance with FASB ASC Topic 718. The value of the stock options granted during 2015 was $5.64 per share calculated using the Black–Scholes pricing method on February 24, 2015, the date of grant. The assumptions made in the valuation of these awards are set forth in Note 18, Stockholder’s Equity, to the Consolidated Financial Statements in our 2015 Annual Report on Form 10-K.
|
(2)
|
Reflects reimbursement of life insurance premiums for Mr. Payne where Carriage was not named the beneficiary totaling $25,000, reimbursement of club dues totaling $2,150, fringe benefits of $4,793, 401(k) matching contributions totaling $3,365 and $1,875 of dividends on unvested restricted stock.
|
(3)
|
Reflects fringe benefits of $6,505, 401(k) matching contributions of $9,275, dividends on unvested restricted stock of $3,750 and $37,790 in rental fees for a condo that Mr. DeCarlo occupies paid for by the Company.
|
(4)
|
On May 21, 2015, L. William Heiligbrodt, as a result of his announced retirement as of March 4, 2016 from the Company, resigned as Executive Vice President, Principal Financial Officer and Secretary. Effective May 21, 2015, Carl B. Brink became the Company’s Principal Financial Officer and Viki K. Blinderman became the Company's Secretary.
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock (#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
(1)
|
|
Exercise
Price of
Option
Awards
($)
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
|
||||||||||||||||||||
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
($)
|
|
Maximum
($)
|
|
|||||||||||||||||||
Melvin C. Payne
|
|
2/24/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
$
|
22.58
|
|
|
$
|
563,810
|
|
David J. DeCarlo
|
|
2/24/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
100,000
|
|
|
$
|
22.58
|
|
|
$
|
563,810
|
|
||||||
L. William Heiligbrodt
|
|
2/24/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
$
|
22.58
|
|
|
$
|
563,810
|
|
Mark R. Bruce
|
|
2/24/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
|
$
|
22.58
|
|
|
$
|
225,524
|
|
Paul D. Elliott
|
|
2/24/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,000
|
|
|
$
|
22.58
|
|
|
$
|
214,248
|
|
Shawn R. Phillips
|
|
2/24/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
$
|
22.58
|
|
|
$
|
197,334
|
|
Viki K. Blinderman
|
|
2/24/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
$
|
22.58
|
|
|
$
|
140,952
|
|
Carl B. Brink
|
|
2/24/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,000
|
|
|
$
|
22.58
|
|
|
$
|
124,038
|
|
(1)
|
These are stock options that vest over three years. Grant date fair value for the stock options is the number of options, multiplied by the option value on the grant date (calculated in accordance with FASB ASC 718), which was $5.64 per share on February 24, 2015, the date of grant. The assumptions made in the valuation of these awards are set forth in Note 18, Stockholder's Equity, to the Consolidated Financial Statements in our 2015 Annual Report on Form 10-K.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Un-
Exercisable
(1)
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
Number of
Shares of
Stock that
Have Not
Vested (#)
(2)
|
|
Market
Value of
Shares of
Stock that
Have Not
Vested
(3)
|
||||||||
Melvin C. Payne
|
|
27,419
|
|
|
—
|
|
|
—
|
|
|
$
|
5.70
|
|
|
2/28/2021
|
|
37,500
|
|
|
$
|
903,750
|
|
|
|
66,666
|
|
|
33,334
|
|
|
—
|
|
|
$
|
16.73
|
|
|
5/22/2018
|
|
—
|
|
|
—
|
|
|
|
|
33,334
|
|
|
66,666
|
|
|
—
|
|
|
$
|
20.49
|
|
|
3/3/2019
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
$
|
22.58
|
|
|
2/24/2022
|
|
—
|
|
|
—
|
|
|
David J. DeCarlo
|
|
33,334
|
|
|
66,666
|
|
|
—
|
|
|
$
|
20.49
|
|
|
3/3/2019
|
|
75,000
|
|
|
$
|
1,807,500
|
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
$
|
22.58
|
|
|
2/24/2022
|
|
—
|
|
|
—
|
|
|
L. William Heiligbrodt
|
|
66,666
|
|
|
33,334
|
|
|
—
|
|
|
$
|
16.73
|
|
|
5/22/2018
|
|
37,500
|
|
|
$
|
903,750
|
|
|
|
33,334
|
|
|
66,666
|
|
|
—
|
|
|
$
|
20.49
|
|
|
3/3/2019
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
$
|
22.58
|
|
|
2/24/2022
|
|
—
|
|
|
—
|
|
|
Mark R. Bruce
|
|
17,530
|
|
|
—
|
|
|
—
|
|
|
$
|
4.78
|
|
|
5/18/2020
|
|
—
|
|
|
—
|
|
|
|
|
17,913
|
|
|
—
|
|
|
—
|
|
|
$
|
5.70
|
|
|
2/28/2021
|
|
—
|
|
|
—
|
|
|
|
|
26,289
|
|
|
—
|
|
|
—
|
|
|
$
|
5.94
|
|
|
3/5/2022
|
|
—
|
|
|
—
|
|
|
|
|
20,000
|
|
|
10,000
|
|
|
—
|
|
|
$
|
16.73
|
|
|
5/22/2018
|
|
—
|
|
|
—
|
|
|
|
|
13,334
|
|
|
26,666
|
|
|
—
|
|
|
$
|
20.26
|
|
|
2/25/2019
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
40,000
|
|
|
—
|
|
|
$
|
22.58
|
|
|
2/24/2022
|
|
—
|
|
|
—
|
|
|
Paul D.Elliott
|
|
20,000
|
|
|
10,000
|
|
|
—
|
|
|
$
|
16.73
|
|
|
5/22/2018
|
|
—
|
|
|
—
|
|
|
|
|
11,666
|
|
|
23,334
|
|
|
—
|
|
|
$
|
20.26
|
|
|
2/25/2019
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
38,000
|
|
|
—
|
|
|
$
|
22.58
|
|
|
2/24/2022
|
|
—
|
|
|
—
|
|
|
Shawn R. Phillips
|
|
19,283
|
|
|
—
|
|
|
—
|
|
|
$
|
4.78
|
|
|
5/18/2020
|
|
—
|
|
|
—
|
|
|
|
|
17,913
|
|
|
—
|
|
|
—
|
|
|
$
|
5.70
|
|
|
2/28/2021
|
|
—
|
|
|
—
|
|
|
|
|
22,674
|
|
|
—
|
|
|
—
|
|
|
$
|
5.94
|
|
|
3/5/2022
|
|
—
|
|
|
—
|
|
|
|
|
16,666
|
|
|
8,334
|
|
|
—
|
|
|
$
|
16.73
|
|
|
5/22/2018
|
|
—
|
|
|
—
|
|
|
|
|
10,000
|
|
|
20,000
|
|
|
—
|
|
|
$
|
20.26
|
|
|
2/25/2019
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|
$
|
22.58
|
|
|
2/24/2022
|
|
—
|
|
|
—
|
|
|
Viki K. Blinderman
|
|
10,000
|
|
|
5,000
|
|
|
—
|
|
|
$
|
16.73
|
|
|
5/22/2018
|
|
—
|
|
|
—
|
|
|
|
|
8,334
|
|
|
16,666
|
|
|
—
|
|
|
$
|
20.26
|
|
|
2/25/2019
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
$
|
22.58
|
|
|
2/24/2022
|
|
—
|
|
|
—
|
|
|
Carl B. Brink
|
|
5,000
|
|
|
5,000
|
|
|
—
|
|
|
$
|
16.73
|
|
|
5/22/2018
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
|
$
|
20.26
|
|
|
2/25/2019
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
22,000
|
|
|
—
|
|
|
$
|
22.58
|
|
|
2/24/2022
|
|
—
|
|
|
—
|
|
(1)
|
The unexercisable stock options expiring May 22, 2018 vest in full on May 22, 2016, the unexercisable stock options expiring March 3, 2019 vest one third on March 3, 2016 and March 3, 2017, the unexercisable stock options expiring February 25, 2019 vest one third on February 25, 2016 and February 25, 2017, the unexercisable stock options expiring February 24, 2022 vest one third each on February 24, 2016, February 24, 2017 and February 24, 2018.
|
(2)
|
The shares of restricted stock vest on the following dates:
|
|
|
Mr. Payne
|
|
Mr. DeCarlo
|
|
Mr. Heiligbrodt
|
|||
3/3/2016
|
|
12,500
|
|
|
25,000
|
|
|
12,500
|
|
3/3/2017
|
|
12,500
|
|
|
25,000
|
|
|
12,500
|
|
3/3/2018
|
|
12,500
|
|
|
25,000
|
|
|
12,500
|
|
|
|
37,500
|
|
|
75,000
|
|
|
37,500
|
|
(3)
|
Calculated using the closing price of our Common Stock on December 31, 2015, which was $24.10 per share.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of
Shares Acquired
on Exercise
|
|
Value Realized on
Exercise
|
|
Number of Shares
Acquired on Vesting
(3)
|
|
Value Realized on
Vesting
(4)
|
||||||
Melvin C. Payne
|
|
27,692
(1)
|
|
|
$
|
668,240
|
|
|
44,767
|
|
|
$
|
1,065,088
|
|
David J. DeCarlo
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
$
|
596,750
|
|
|
L. William Heiligbrodt
|
|
—
|
|
|
—
|
|
|
37,753
|
|
|
$
|
897,664
|
|
|
Mark R. Bruce
|
|
—
|
|
|
—
|
|
|
3,367
|
|
|
$
|
80,370
|
|
|
Paul D. Elliott
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
$
|
92,760
|
|
|
Shawn R. Phillips
|
|
—
|
|
|
—
|
|
|
2,904
|
|
|
$
|
69,318
|
|
|
Viki K. Blinderman
|
|
—
|
|
|
—
|
|
|
1,667
|
|
|
$
|
39,791
|
|
|
Carl B. Brink
|
|
2,338
(2)
|
|
|
$
|
67,150
|
|
|
1,000
|
|
|
$
|
23,870
|
|
(1)
|
Mr. Payne exercised 35,200 options on November 6, 2015 and surrendered 7,508 already-owned shares to cover payment of the option exercise price.
|
(2)
|
Mr. Brink exercised 11,000 options on March 26, 2015 and surrendered 8,662 options to cover payment of the option exercise price and taxes.
|
(3)
|
Includes vested shares withheld to pay taxes as follows:
|
|
|
Mr. Payne
|
|
Mr. DeCarlo
|
|
Mr. Heiligbrodt
|
|
Mr. Bruce
|
||||||||||||||||
|
|
Acquired
Shares
|
|
Shares
Withheld
For Taxes
|
|
Acquired
Shares
|
|
Shares
Withheld
For Taxes
|
|
Acquired
Shares
|
|
Shares
Withheld
For Taxes
|
|
Acquired
Shares
|
|
Shares
Withheld
For Taxes
|
||||||||
3/3/2015
|
|
12,500
|
|
|
5,143
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
|
5,143
|
|
|
—
|
|
|
—
|
|
3/5/2015
|
|
32,267
|
|
|
13,438
|
|
|
25,000
|
|
|
10,389
|
|
|
25,253
|
|
|
10,494
|
|
|
3,367
|
|
|
1,294
|
|
Total
|
|
44,767
|
|
|
18,581
|
|
|
25,000
|
|
|
10,389
|
|
|
37,753
|
|
|
15,637
|
|
|
3,367
|
|
|
1,294
|
|
|
|
Mr. Elliott
|
|
Mr. Phillips
|
|
Ms. Blinderman
|
|
Mr. Brink
|
||||||||||||||||
|
|
Acquired
Shares
|
|
Shares
Withheld
For Taxes
|
|
Acquired
Shares
|
|
Shares
Withheld
For Taxes
|
|
Acquired
Shares
|
|
Shares
Withheld
For Taxes
|
|
Acquired
Shares
|
|
Shares
Withheld
For Taxes
|
||||||||
3/5/2015
|
|
—
|
|
|
—
|
|
|
2,904
|
|
|
1,270
|
|
|
1,667
|
|
|
613
|
|
|
1,000
|
|
|
396
|
|
8/31/2015
|
|
4,000
|
|
|
1,572
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
4,000
|
|
|
1,572
|
|
|
2,904
|
|
|
1,270
|
|
|
1,667
|
|
|
613
|
|
|
1,000
|
|
|
396
|
|
(4)
|
Value realized on vesting is calculated using the average of the high and low market price on the date that the shares vested.
|
Event
|
|
Melvin C.
Payne
|
|
David J. DeCarlo
|
|
L. William
Heiligbrodt
|
|
Mark R. Bruce
|
|
Paul D. Elliott
|
|
Shawn R. Phillips
|
||||||||||||
Death, Disability or Retirement
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Annual incentive award
(1)
|
|
$
|
580,500
|
|
|
$
|
448,000
|
|
|
$
|
—
|
|
|
$
|
145,000
|
|
|
$
|
137,500
|
|
|
$
|
135,000
|
|
Equity awards
(2)
|
|
1,542,086
|
|
|
2,220,164
|
|
|
939,586
|
|
|
318,042
|
|
|
317,463
|
|
|
261,408
|
|
||||||
Consulting and non-compete payments
(3)
|
|
—
|
|
|
—
|
|
|
1,548,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
2,122,586
|
|
|
$
|
2,668,164
|
|
|
$
|
2,487,586
|
|
|
$
|
463,042
|
|
|
$
|
454,963
|
|
|
$
|
396,408
|
|
Termination without cause (without a Corporate Change)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash severance
(4)
|
|
$
|
1,875,500
|
|
|
$
|
1,288,000
|
|
|
$
|
—
|
|
|
$
|
435,000
|
|
|
$
|
412,500
|
|
|
$
|
405,000
|
|
Benefit continuation
(5)
|
|
72,477
|
|
|
1,360
|
|
|
—
|
|
|
35,544
|
|
|
36,238
|
|
|
34,802
|
|
||||||
Annual incentive award
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,000
|
|
|
137,500
|
|
|
135,000
|
|
||||||
Total
|
|
$
|
1,947,977
|
|
|
$
|
1,289,360
|
|
|
$
|
—
|
|
|
$
|
615,544
|
|
|
$
|
586,238
|
|
|
$
|
574,802
|
|
Corporate Change (without termination of employment)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity awards
(7)
|
|
$
|
903,750
|
|
|
$
|
1,807,500
|
|
|
$
|
—
|
|
|
$
|
81,145
|
|
|
$
|
96,400
|
|
|
$
|
69,986
|
|
Total
|
|
$
|
903,750
|
|
|
$
|
1,807,500
|
|
|
$
|
—
|
|
|
$
|
81,145
|
|
|
$
|
96,400
|
|
|
$
|
69,986
|
|
Termination following a Corporate Change
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash severance
(8)
|
|
$
|
3,676,500
|
|
|
$
|
3,024,000
|
|
|
$
|
—
|
|
|
$
|
435,000
|
|
|
$
|
412,500
|
|
|
$
|
405,000
|
|
Benefit continuation
(9)
|
|
72,477
|
|
|
2,719
|
|
|
—
|
|
|
71,088
|
|
|
72,477
|
|
|
69,604
|
|
||||||
Annual incentive award
(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,000
|
|
|
137,500
|
|
|
135,000
|
|
||||||
Equity awards
(11)
|
|
1,542,086
|
|
|
2,200,164
|
|
|
—
|
|
|
318,042
|
|
|
317,463
|
|
|
261,408
|
|
||||||
Total
|
|
$
|
5,291,063
|
|
|
$
|
5,226,883
|
|
|
$
|
—
|
|
|
$
|
969,130
|
|
|
$
|
939,940
|
|
|
$
|
871,012
|
|
(1)
|
Reflects pro rata payment of annual bonus (determined at the target level of performance for Messrs. Payne and DeCarlo and at actual performance for Messrs. Bruce, Elliot and Phillips) pursuant to the terms of their employment agreements in effect on December 31, 2015. These amounts are not payable upon retirement. The amounts reflected above represent 100% of the target or actual bonus payout (as applicable) due to the assumption that such Named Executive Officer's employment terminated on the last day of the year.
|
(2)
|
Reflects accelerated vesting of options and shares of restricted stock pursuant to the terms of employment agreements in effect on December 31, 2015 and related award agreements. Only Mr. Heiligbrodt is entitled to accelerated vesting of options upon retirement.
|
(3)
|
On May 21, 2015, L. William Heiligbrodt, as a result of his announced retirement as of March 4, 2016 from the Company, resigned as Executive Vice President, Principal Financial Officer and Secretary. Amounts reflect payments in connection with a consulting agreement between Mr. Heiligbrodt and Carriage that includes (1) a 24-month term commencing on the effective date of the termination of his employment with Carriage, (2) a consulting fee of $25,000 per complete calendar month during the term of the consulting agreement and (3) during the five-year period following the termination of his employment with Carriage, non-compete payments at the rate of $15,000 per calendar month and reimbursement of up to $800 per month of premiums he pays to obtain health care coverage under an individual health insurance policy. In the event of his death, Mr. Heiligbrodt’s estate will also be entitled to all payments he would have received under his consulting agreement which will be paid at the same time and in the same manner as they would have been paid to Mr. Heiligbrodt. These amounts are not payable upon Mr. Heiligbrodt's disability.
|
(4)
|
Amounts with respect to Messrs. Payne, DeCarlo, Bruce, Elliott and Phillips reflect cash severance payable under the terms of employment agreements in effect on December 31, 2015. Mr. Payne's represents 90% of his base salary (pro rated to reflect the number of days he was employed during the year of his termination) and two years base salary continuation, Mr. DeCarlo’s represents 80% of his base salary (pro rated to reflect the number of days he was employed during the year of his termination) and 18 months base salary continuation and Messrs. Bruce’s, Elliott’s and Phillips’ represents 18 months base salary continuation.
|
(5)
|
Amounts reflect estimated cost of benefit continuation for 36 months in the case of Mr. Payne and 18 months in the case of Messrs. Bruce, Elliot and Phillips in each case, pursuant to the terms of employment agreements in effect on December 31, 2015. Mr. DeCarlo was not a participant in our medical plan, but was a participant in our dental plan as of December 31, 2015.
|
(6)
|
Amounts reflect pro rata payment of annual bonus (determined at actual performance) pursuant to the terms of employment agreements in effect on December 31, 2015. The amounts reflected above represent 100% of the actual bonus payout due to the assumption that such Named Executive Officer's employment terminated on the last day of the year.
|
(7)
|
Amounts reflect accelerated vesting of shares of restricted stock pursuant to the terms of the respective award agreements.
|
(8)
|
Amounts reflect lump sum cash severance payable under the terms of employment agreements in effect on December 31, 2015 equal to (a) three times the sum of base salary and target annual bonus for Messrs. Payne and DeCarlo and (b) 1.5 times base salary for Messrs. Bruce, Elliott and Phillips.
|
(9)
|
Amounts reflect estimated cost of benefit continuation for 36 months, in each case, pursuant to the terms of employment agreements in effect on December 31, 2015. Mr. DeCarlo was not a participant in our medical plan, but was a participant in our dental plan as of December 31, 2015.
|
(10)
|
Amounts reflect payout of 100% actual bonus for the year of termination under the terms of employment agreements in effect on December 31, 2015.
|
(11)
|
Amounts reflect accelerated vesting of shares of restricted stock and stock options pursuant to our Amended and Restated 2006 Long-Term Incentive Plan.
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Audit fees
(1) (2)
|
|
$
|
811,275
|
|
|
$
|
793,055
|
|
Audit-related fees
(3) (4)
|
|
75,000
|
|
|
15,000
|
|
||
All other fees
(5) (6)
|
|
37,001
|
|
|
45,209
|
|
||
Total
|
|
$
|
923,276
|
|
|
$
|
853,264
|
|
(1)
|
During 2015, audit fees paid to Grant Thornton were $811,275.
|
(2)
|
During 2014, audit fees paid to Grant Thornton were $793,055
|
(3)
|
During 2015, services were performed by KPMG in relation to the 2014 audit.
|
(4)
|
During 2014, services were performed by KPMG in relation to the auditor change letters.
|
(5)
|
During 2015, services were performed by Grant Thornton in relation to property tax compliance.
|
(6)
|
During 2014, services were performed by Grant Thornton in relation to property tax compliance. The non-audit services were not pre-approved by the audit committee due to the fact that Grant Thornton was not engaged as Carriage’s independent registered public accounting firm at the time these services begun.
|
Beneficial Owner
|
|
Common Stock
|
|
Stock Options
(1)
|
|
Number of Shares
Beneficially
Owned
|
|
Percent of
Common Stock |
||||
Melvin C. Payne
(2)(3)
|
|
1,353,179
|
|
|
227,420
|
|
|
1,580,599
|
|
|
9.5
|
%
|
L. William Heiligbrodt
(4)(5)
|
|
266,968
|
|
|
300,000
|
|
|
566,968
|
|
|
3.4
|
%
|
David J. DeCarlo
(6)
|
|
106,376
|
|
|
100,001
|
|
|
206,377
|
|
|
1.2
|
%
|
Shawn R. Phillips
(7)
|
|
52,450
|
|
|
116,536
|
|
|
168,986
|
|
|
1.0
|
%
|
Mark R. Bruce
|
|
33,740
|
|
|
131,732
|
|
|
165,472
|
|
|
1.0
|
%
|
Richard W. Scott
(8)
|
|
106,445
|
|
|
—
|
|
|
106,445
|
|
|
*
|
|
Paul D. Elliott
|
|
32,537
|
|
|
65,999
|
|
|
98,536
|
|
|
*
|
|
Donald D. Patteson, Jr.
|
|
47,138
|
|
|
—
|
|
|
47,138
|
|
|
*
|
|
Viki K. Blinderman
|
|
2,654
|
|
|
40,001
|
|
|
42,655
|
|
|
*
|
|
Carl B. Brink
|
|
4,799
|
|
|
23,334
|
|
|
28,133
|
|
|
*
|
|
Bryan D. Leibman
(9)
|
|
13,413
|
|
|
—
|
|
|
13,413
|
|
|
*
|
|
Barry K. Fingerhut
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
All current directors and executive officers as a group (12 persons)
|
|
2,019,699
|
|
|
1,005,023
|
|
|
3,024,722
|
|
|
18.2
|
%
|
*
|
Indicates less than 1%.
|
(1)
|
The ownership of stock options shown in the table includes shares 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. Payne’s holdings include 80,270 shares of Common Stock held by Mr. Payne’s minor daughter and 3,518 shares of Common Stock held by Mr. Payne’s spouse.
|
(3)
|
Mr. Payne has pledged 68,566 shares of his Common Stock pursuant to a margin account which was opened in October 2012.
|
(4)
|
Mr. Heiligbrodt’s holdings include 65,711 shares of Common Stock held by the Agent for Corinne C. Heiligbrodt Separate Property.
|
(5)
|
Mr. Heiligbrodt has pledged 140,550 shares of his Common Stock pursuant to a margin account which was opened on June 27, 2013.
|
(6)
|
Mr. DeCarlo’s holdings include 60,329 shares of Common Stock held by the Peggy J. DeCarlo 2012 Irrevocable Trust.
|
(7)
|
Mr. Phillips has pledged 50,000 shares of his Common Stock pursuant to a margin account which was opened November 2015.
|
(8)
|
Mr. Scott’s holdings include 1,000 shares of Common Stock held by Mr. Scott’s minor daughter and son.
|
(9)
|
Mr. Leibman's holdings include 2,576 shares of Common Stock held by Mr. Leibman's minor children.
|
Beneficial Owner
|
|
Number of Shares
Beneficially
Owned
|
|
Percent of Common Stock
|
||
FMR LLC
(1)
245 Summer Street
Boston, MA 02210
|
|
2,830,349
|
|
|
16.6
|
%
|
Dimensional Fund Advisors LP
(2)
Building One,
6300 Bee Cave Road
Austin, TX 78746
|
|
1,556,372
|
|
|
9.4
|
%
|
Zazove Associates, LLC
(3)
1001 Tahoe Blvd.
Incline Village, NV 89451
|
|
1,123,433
|
|
|
6.3
|
%
|
BlackRock Inc.
(4)
55 East 52nd Street
New York, NY 10055
|
|
952,939
|
|
|
5.7
|
%
|
(1)
|
Based solely on Schedule 13G/A filed with the SEC on February 12, 2016. FMR LLC has sole voting power as to 1,191,852 shares and sole dispositive power as to 2,830,349 shares, of which,
488,372
shares are issuable upon the conversion of Carriage 2.75% Convertible Notes due March 15, 2021.
|
(2)
|
Based solely on Schedule 13G/A filed with the SEC on February 9, 2016. Dimensional Fund Advisors LP has sole voting power as to 1,513,270 shares and sole dispositive power as to 1,556,372 shares.
|
(3)
|
Based solely on Schedule 13G/A filed with the SEC on February 8, 2016. Zazove Associates, LLC, Zazove Associates, Inc. and Gene T. Pretti have sole voting and dispositive power as to 1,123,433 shares, of which 1,123,433 shares are issuable upon the conversion of Carriage 2.75% Convertible Notes due March 15, 2021.
|
(4)
|
Based solely on Schedule 13G filed with the SEC on January 28, 2016. BlackRock Inc. has sole voting power as to 917,759 shares and sole dispositive power as to 952,939 shares.
|
Viki K. Blinderman
|
|
Co-Chief Financial Officer, Chief Accounting Officer and Secretary
|
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