Carriage Services Owning the Future, Accelerating the Good to Great Journey

Corporate Governance

Carriage is privileged to have a board of directors consisting of highly qualified individuals who are actively involved in the oversight of your Company. Carriage currently has five directors on its Board who each serve staggered three year terms. To further strengthen Carriage's corporate governance, the Audit, Compensation and Corporate Governance Committees are composed solely of independent directors. In addition, the three independent directors meet in executive session without members of management present during regularly scheduled Board meetings.

Title View
Code of Business Conduct and Ethics
Corporate Governance Guidelines
Audit Committee Charter
Compensation Committee Charter
Corporate Governance Committee Charter
Stock Ownership Guidelines
= add file to Briefcase

In accordance with our corporate governance guidelines, the non management directors meet in executive session at least quarterly, outside of the presence of management directors or other members of management, both with the independent auditors and then without anyone else present. In connection with the 2005 amendments to our corporate governance guidelines, the Board established the position of Lead Director, who is required to be qualified as independent and will be appointed by a majority of the non-management directors. The Lead Director's role is to facilitate the functioning of the Board independently of management and to enhance the quality of the Board's governance. The current Lead Director is Bryan D. Leibman.

The primary functions of the Board committees are as follows.

The Audit Committee

The Audit Committee appoints Carriage's independent auditors, reviews the plan, scope and results of the audit with the auditors and Carriage's officers, and approves audit fees and non-audit services. The Audit Committee also reviews with the auditors the significant accounting policies and internal accounting controls of Carriage.

The Compensation Committee

The Compensation Committee reviews and approves the compensation of Carriage's senior officers, including stock and other incentive compensation programs. The Compensation Committee also administers, and makes grants of stock options, under Carriage's stock incentive plans.

The Corporate Governance Committee

The Corporate Governance Committee reviews the structure of the full Board, evaluates the Board's performance and makes recommendations regarding the size of the Board and the number and classification of directors. The Corporate Governance Committee also conducts a search for suitable and qualified candidates to serve as directors when the terms of office are up for election at each year's annual meeting of stockholders and submits the names of candidates for such positions for consideration by the Board.

Corporate Governance - Carriage Services, Inc.

Corporate Governance

Mel Payne

Mel Payne

Recent Stock Transactions by Mel Payne
Date Type Shares Traded Price Range
Oct 9, 2017 Disposition (Non Open Market) 300 25.37
Sep 27, 2017 Disposition (Non Open Market) 600 25.74
Aug 18, 2017 Sell 100,000 23.85
Aug 4, 2017 Disposition (Non Open Market) 167 24.62
Aug 3, 2017 Disposition (Non Open Market) 200 24.77
Jun 22, 2017 Disposition (Non Open Market) 125 26.55
Jun 12, 2017 Disposition (Non Open Market) 1,150 26.74
Jun 8, 2017 Acquisition (Non Open Market) 3,176 n/a
Jun 8, 2017 Disposition (Non Open Market) 6,352 n/a
Jun 8, 2017 Acquisition (Non Open Market) 3,176 n/a
Mar 21, 2017 Disposition (Non Open Market) 190 26.54
Mar 3, 2017 Disposition (Non Open Market) 5,150 25.78
Feb 6, 2017 Disposition (Non Open Market) 300 26.61
Jan 17, 2017 Disposition (Non Open Market) 1,020 27.29
Jan 11, 2017 Disposition (Non Open Market) 300 26.67 - 27.67
Nov 25, 2016 Disposition (Non Open Market) 1,036 27.02
Nov 23, 2016 Disposition (Non Open Market) 1,520 27.02
Nov 22, 2016 Disposition (Non Open Market) 100 26.73
Sep 19, 2016 Disposition (Non Open Market) 180 23.12
Sep 8, 2016 Disposition (Non Open Market) 1,500 23.60
Aug 11, 2016 Disposition (Non Open Market) 125 23.45
Jul 29, 2016 Disposition (Non Open Market) 205 24.31
Jun 16, 2016 Disposition (Non Open Market) 10,024 22.82
Jun 8, 2016 Disposition (Non Open Market) 50,000 n/a
Jun 8, 2016 Acquisition (Non Open Market) 25,000 n/a
Jun 8, 2016 Disposition (Non Open Market) 25,000 n/a
May 9, 2016 Disposition (Non Open Market) 10,000 23.84
May 4, 2016 Disposition (Non Open Market) 300 23.65
Apr 27, 2016 Disposition (Non Open Market) 125 24.70
Mar 29, 2016 Disposition (Non Open Market) 6,502 21.16
Mar 29, 2016 Option Execute 24,135 5.70
Mar 3, 2016 Disposition (Non Open Market) 5,969 20.78
Dec 9, 2015 Disposition (Non Open Market) 200 24.36
Dec 7, 2015 Disposition (Non Open Market) 357 25.23
Dec 4, 2015 Disposition (Non Open Market) 600 25.59
Dec 3, 2015 Disposition (Non Open Market) 2,750 24.67
Nov 9, 2015 Disposition (Non Open Market) 425 23.35
Nov 6, 2015 Disposition (Non Open Market) 7,508 24.13
Nov 6, 2015 Option Execute 35,200 4.78 - 5.70
Sep 16, 2015 Disposition (Non Open Market) 1,000 22.16
Jun 19, 2015 Sell 50,000 24.42
Jun 18, 2015 Disposition (Non Open Market) 100 24.41
May 29, 2015 Disposition (Non Open Market) 10,000 24.88
May 12, 2015 Disposition (Non Open Market) 150 24.43
Mar 30, 2015 Sell 8,630 24.22
Mar 27, 2015 Sell 29,184 24.75
Mar 26, 2015 Sell 12,186 24.90
Mar 17, 2015 Disposition (Non Open Market) 1,085 24.51
Mar 16, 2015 Disposition (Non Open Market) 825 24.32
Mar 11, 2015 Disposition (Non Open Market) 220 24.06
Donald D. Patteson, Jr.

Donald D. Patteson, Jr.

Recent Stock Transactions by Donald D. Patteson, Jr.
Date Type Shares Traded Price Range
May 19, 2015 Acquisition (Non Open Market) 2,953 25.39
May 21, 2014 Acquisition (Non Open Market) 4,411 17.00
May 22, 2013 Acquisition (Non Open Market) 4,482 16.73
May 23, 2012 Acquisition (Non Open Market) 10,359 7.24
Nov 15, 2011 Buy 4,900 5.70
Nov 10, 2011 Buy 100 5.70
Aug 10, 2011 Statement of Ownership 0 n/a
Barry K. Fingerhut

Barry K. Fingerhut

Recent Stock Transactions by Barry K. Fingerhut
Date Type Shares Traded Price Range
Mar 1, 2016 Sell 2,500 20.39
Aug 7, 2015 Buy 2,500 23.19
Jun 2, 2015 Sell 2,953 24.91
May 19, 2015 Acquisition (Non Open Market) 2,953 25.39
Jun 19, 2014 Sell 4,411 17.96
Jun 17, 2014 Sell 7,616 17.12
May 21, 2014 Acquisition (Non Open Market) 4,411 17.00
Dec 9, 2013 Disposition (Non Open Market) 1,075 18.27
May 22, 2013 Acquisition (Non Open Market) 4,482 16.73
Mar 25, 2013 Sell 2,638 20.45
Mar 22, 2013 Sell 14,840 20.41
Mar 21, 2013 Sell 23,840 20.44
May 23, 2012 Acquisition (Non Open Market) 10,359 7.24
Mar 21, 2012 Buy 10,000 6.20
Mar 5, 2012 Statement of Ownership 0 n/a
Bryan D. Leibman

Bryan D. Leibman

Recent Stock Transactions by Bryan D. Leibman
Date Type Shares Traded Price Range
Apr 28, 2017 Buy 3,000 27.40
Nov 4, 2016 Buy 5,000 23.52
Nov 5, 2015 Buy 6,000 22.00
Sep 28, 2015 Statement of Ownership 0 n/a
Sep 28, 2015 Statement of Ownership 0 n/a
James R. Schenck

James R. Schenck

Recent Stock Transactions by James R. Schenck
Date Type Shares Traded Price Range
Oct 31, 2017 Buy 1,000 25.52
Aug 18, 2017 Buy 1,000 24.25
May 1, 2017 Buy 1,000 27.25
Mar 8, 2017 Buy 1,000 26.00
Aug 9, 2016 Statement of Ownership 0 n/a

Stock transaction information provided by EDGAR Online. Carriage Services, Inc. makes no representation or warranty with respect to any of the information contained herein, takes no responsibility for supplementing, updating or correcting any such information and shall have no liability with respect to any such information. This listing does not include derivatives, such as stock option grants or shares purchased through an employee stock purchase plan. For recent transactions, including derivative transactions, see our Section 16 SEC filings page.

Board Member Audit Compensation Corporate Governance
Mel Payne
Image of Mel Payne
Mel Payne
Chief Executive Officer and Chairman of the Board

Melvin C. Payne, a management founder of Carriage, has been our Chairman of the Board and Chief Executive Officer since December 1996. Mr. Payne has been a director and Chief Executive Officer of Carriage since our inception in 1991. Prior to co-founding Carriage, Mr. Payne spent 10 years in the private company turnaround business involving numerous industries. Prior to his turnaround career, Mr. Payne worked 10 years in the corporate lending business, initially with Prudential Insurance Company and later with Texas Commerce Bank in Houston. Mr. Payne was selected to serve on our Board because he is our Chief Executive Officer and our founder and has proven management skills. Mr. Payne's diverse industry and financial experience coupled with his personal leadership and founder's vision for Carriage makes him highly qualified to serve as Chairman of the Board.

     
Donald D. Patteson, Jr.
Image of Donald D. Patteson, Jr.
Donald D. Patteson, Jr.
Investor
Director since 2011

Donald D. Patteson, Jr. was elected to our Board in August 2011. Mr. Patteson was the founder and, prior to its sale in June 2014, the Chairman of the Board of Directors of Sovereign Business Forms, Inc. ("Sovereign"), a consolidator in a segment of the printing industry. He also served as Chief Executive Officer of Sovereign from August 1996 until his retirement in August 2008. Prior to founding Sovereign in 1996, he served as Managing Director of Sovereign Capital Partners, an investment firm specializing in leveraged buyouts.

Mr. Patteson also previously served as President and Chief Executive Officer of WBC Holdings, Inc., as President and Chief Executive Officer of Temple Marine Drilling, Inc./R.C. Chapman Drilling Co., Inc., a subsidiary of GE Capital, and as President and Chief Executive Officer of Temple Drilling. Mr. Patteson worked with Atwood Oceanics, Houston Offshore International, Western Oceanic and Arthur Andersen's management consulting practice earlier in his career. Mr. Patteson served on the Board of Directors of Rosetta Resources Inc. and Cal Dive International, Inc. until mid-year 2015. Mr. Patteson has an MBA Degree from the University of Texas with a concentration in finance.

Mr. Patteson has extensive experience as Chief Executive Officer and Chief Financial Officer in various industries including the international offshore oil and gas service industry, which enables him to provide the Board with valuable executive and financial accounting expertise, as well as experience with major financial transactions.

Barry K. Fingerhut
Image of Barry K. Fingerhut
Barry K. Fingerhut
Chief Executive Officer of Certification Partners, LLC
Director since 2012

Barry K. Fingerhut was elected to our Board in March 2012. Mr. Fingerhut has been the Chief Executive Officer and majority equity owner of Certification Partners, LLC, a developer and global distributor of vendor IT content and certifications, since the fall of 2010. Prior to 2010, he focused much of his career investing in small capitalization companies in the for-profit education and training, publishing, media, consumer services, hydrocarbon, investment and financial services industries. He served as President of GeoCapital, LLC (a registered Investment Advisor) from 1981 to 2004, following two years at First Manhattan Co. and four years as a Limited Partner, then as General Partner of Weiss, Peck & Greer. In 1992, he co-founded Wheatley Partners, a venture capital partnership, specializing in investments in new technologies and services. Currently, he serves on a number of private company and non-profit Boards of Directors. Mr. Fingerhut also served on our Board for the period from 1995 through 1999.  Mr. Fingerhut was selected to serve on our Board due to his past experience with Carriage and his extensive investment knowledge. Our Board believes that this experience and knowledge makes him a highly qualified member of our Board.

Bryan D. Leibman
Image of Bryan D. Leibman
Bryan D. Leibman
President and Chief Executive Officer of Frosch Travel
Director since 2015, Lead Director since 2016

Bryan Leibman was appointed to our Board in September 2015.  Dr. Leibman has been the President and Chief Executive Officer of Frosch Travel (FROSCH), a privately held global travel management company, since 2000. He is a certified physician who opted to pursue his passion for business by joining his family’s travel business in 1998.

Under Dr. Leibman’s leadership, FROSCH has expanded by an average of 30% per year, placing it among the top 10 travel management companies in the US. His vision to create Frosch Global Centers of Excellence strategically located throughout the Americas, Europe, Middle East and Africa (EMEA) and Asia-Pacific (APAC) regions redefined global travel service and ensure clients receive travel solutions on a truly single global platform, complimented by local presence and expertise through streamlined infrastructure.

Dr. Leibman brings valuable merger and acquisition experience to our Board. We believe his vision and leadership at FROSCH, including his development of an innovative and forward driving management team and commitment to core values in the services sector, make him a highly qualified member of our Board.

James R. Schenck
Image of James R. Schenck
James R. Schenck
Chief Executive Officer of PenFed Credit Union
Director since 2016
James Schenck was elected to our Board in August 2016. Mr. Schenck has served as President and CEO of Pentagon Federal Credit Union (PenFed) since 2014. PenFed is one of the largest credit unions in the country, serving over 1.4 million members worldwide; with $20 billion in assets.  PenFed offers market-leading mortgages, automobile loans, credit cards, checking, and a wide range of other financial services with its members' interests always in mind.
 
As part of PenFed's leadership team since 2001, Mr. Schenck has led most of PenFed's operating divisions.  Since 2011, he has been Executive Vice President at PenFed and President of its wholly owned subsidiary, PenFed Realty.  He also currently serves as CEO of the PenFed Foundation which provides support to military, veterans and their families. He previously served as Chief Operating Officer and Chief Administrative Officer of the credit union.  
 
Prior to joining PenFed, James served on the Army Staff in the Office of the Deputy Chief of Staff for Operations and Plans prior to his selection to serve as a Special Assistant to the Secretary of the Army.  He received the Legion of Merit for his contribution to the Army by overseeing the creation of the $453 million dollar Army University Access Online educational initiative. Prior to his assignment to the Pentagon, James taught economics and finance at the United States Military Academy. James is a graduate of the Harvard Business School and West Point.
 
= Chair of the Board = Chair = Member = Independent Director

Stock transaction information provided by EDGAR Online. Carriage Services, Inc. makes no representation or warranty with respect to any of the information contained herein, takes no responsibility for supplementing, updating or correcting any such information and shall have no liability with respect to any such information. This listing does not include derivatives, such as stock option grants or shares purchased through an employee stock purchase plan. For recent transactions, including derivative transactions, see our Section 16 SEC filings page.