SERVICE (SCI)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
SERVICE · Meeting: May 6, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 10 Directors
Against Analysis
No policy triggers are met for Anthony Coelho — he holds 2 outside public board seats (below the 4-seat threshold for non-executive directors), attendance is strong at 98% board-wide, and SCI's 3-year TSR of 32.5% is strongly positive, so the named-peer underperformance threshold of 65 percentage points would need to be exceeded to trigger a No vote, which the proxy does not indicate.
For Analysis
No policy triggers are met — Haussler holds 3 public company board seats (below the 4-seat threshold), attendance is strong, and SCI's 3-year TSR of 32.5% is strongly positive with no indication of significant peer underperformance exceeding the 65-percentage-point threshold required for a No vote under strong positive TSR conditions.
Thad Hill joined the board in 2025, placing him within the 24-month new-director exemption from the TSR underperformance trigger; no other policy flags apply.
Carl Loredo is a new nominee with no prior SCI board tenure, so the TSR trigger does not apply; his background in consumer brand management and digital marketing at Yum! Brands and Wendy's is relevant to SCI's customer-facing strategy, and no other policy flags are triggered.
No policy triggers are met — Lund holds no current public company board seats, has strong meeting attendance, and SCI's 3-year TSR of 32.5% is strongly positive with no indication of peer underperformance approaching the 65-percentage-point threshold required under strong positive TSR conditions.
No policy triggers are met — Ochoa holds no current public company board seats, meeting attendance is strong at 100% on the Compensation Committee, and SCI's strongly positive 3-year TSR means the 65-percentage-point underperformance threshold would need to be exceeded, which the record does not suggest.
As CEO and board member, Ryan is subject to the TSR trigger, but SCI's 3-year price return of 32.5% is strongly positive; under strong positive absolute TSR the named-peer underperformance threshold is 65 percentage points, and the proxy discloses SCI's 10-year TSR of 255% significantly outpaced both its peer group and the S&P MidCap 400 (^MDY — S&P MidCap 400), so the underperformance trigger does not fire; no other policy flags apply.
No policy triggers are met — Shaper holds 1 outside public board seat (Kinder Morgan), well below the 4-seat threshold, has strong attendance, and SCI's strongly positive 3-year TSR means the 65-percentage-point peer underperformance threshold would need to be exceeded to trigger a No vote, which the record does not support.
No policy triggers are met — Tucker holds 1 outside public board seat (American Electric Power), meeting attendance is strong at 98% board-wide, and SCI's strongly positive 3-year TSR with documented outperformance versus the S&P MidCap 400 (^MDY — S&P MidCap 400) means the 65-percentage-point underperformance threshold is not approached.
No policy triggers are met — Watts holds 1 outside public board seat (Coterra Energy), has a 100% Nominating and Corporate Governance Committee attendance record, and SCI's strongly positive 3-year TSR means the 65-percentage-point peer underperformance threshold required under strong positive TSR conditions is not met.
The 10-director slate is broadly supportable: 9 of 10 directors are independent, meeting attendance across the board was 98% in 2025, SCI's 3-year price return of 32.5% (strongly positive) means the named-peer underperformance threshold of 65 percentage points would need to be breached to trigger a No vote — and SCI's disclosed outperformance versus both its peer group and the S&P MidCap 400 (^MDY — S&P MidCap 400) over 5 and 10 years supports FOR votes across the slate. Two new directors (Hill, Loredo) are within or at the 24-month exemption window. Vote FOR all 10 nominees. Note: an initial flag was raised for Anthony Coelho but on application of the correct non-executive director threshold (4+ seats) it does not trigger; he holds 2 outside seats.
Say on Pay
✓ FORCEO
Thomas L. Ryan
Total Comp
$13,222,269
Prior Support
88%%
The prior year say-on-pay vote received 88% support, well above the 70% threshold that would require a response, and shareholder feedback confirms the program is viewed as well-structured. The CEO's total compensation of $13.2 million is within a reasonable range for a large-cap consumer services company with $12.1 billion market capitalization and 29-year tenure; critically, 81% of CEO pay is performance-based or stock-based (well above the 50-60% policy threshold), with long-term incentive compensation tied to relative TSR versus the S&P MidCap 400 (^MDY — S&P MidCap 400) constituents — directly aligning executive pay with shareholder outcomes. The pay-for-performance alignment check is satisfied: SCI's 5-year TSR of 76.6% outpaced the S&P MidCap 400 (^MDY — S&P MidCap 400) return of approximately 55% over the same period, meaning above-benchmark incentive pay is justified by actual shareholder returns delivered.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,129,106
Non-Audit Fees
$390,800
Non-audit fees (audit-related fees of $148,106 plus tax fees of $343,800 plus other fees of $47,000 = $538,906) represent approximately 7.6% of core audit fees ($6,981,000), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $12 billion market cap company; the proxy discloses a new lead audit partner rotation completed in 2025, a positive governance indicator; auditor tenure is not explicitly disclosed so the tenure trigger cannot fire per policy, and no material restatements are noted.
Actual Vote Results
Meeting held May 6, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Carl Loredo | 99.7% | 123.3M | 345,369 | ✓ Elected |
| Thad Hill | 99.6% | 123.1M | 525,195 | ✓ Elected |
| Jakki L. Haussler | 99.5% | 123.0M | 615,314 | ✓ Elected |
| Ellen Ochoa | 95.0% | 117.4M | 6.2M | ✓ Elected |
| Thomas L. Ryan | 92.4% | 114.2M | 9.4M | ✓ Elected |
| Sara Martinez Tucker | 82.6% | 102.2M | 21.5M | ✓ Elected |
| C. Park Shaper | 82.4% | 101.9M | 21.7M | ✓ Elected |
| Victor L. Lund | 79.5% | 98.3M | 25.3M | ✓ Elected |
| Anthony L. Coehlo | 79.4% | 98.2M | 25.4M | ✓ Elected |
| Marcus A. Watts | 43.5% | 53.8M | 69.8M | ✗ Failed |
Say on Pay
For 110.1M · Against 13.4M · Abstain 224,166
Auditor Ratification
For 115.6M · Against 12.4M · Abstain 2.3M
Other Proposals
Proposal 4
Approval of an Amendment to the Articles of Incorporation and Bylaws to Reduce the Minimum Required Number of Directors
Proposal 5
Approval of an Amendment to the Articles of Incorporation and Bylaws to Permit the Board to Increase the Number of Directors and Fill Newly Created Vacancies to the Board
Proposal 6
Approval of an Amendment to the Articles of Incorporation to Limit the Liability of Officers as Permitted by Law
Proposal 7
Approval of the 2026 Equity Incentive Plan
Overall Assessment
The 2026 SCI annual meeting ballot is straightforward and broadly supportable: the 10-director slate is composed of highly independent, experienced directors with strong attendance and a compensation structure that passes all policy screens, the auditor (PwC) passes on fees and independence, and the say-on-pay program is well-designed with 81% performance-based CEO pay, strong prior-year shareholder support of 88%, and documented TSR outperformance versus the S&P MidCap 400 (^MDY — S&P MidCap 400). There are no stockholder-submitted proposals on this ballot, and the board-proposed charter amendments are routine governance updates that do not raise material anti-shareholder concerns.
Compensation Peer Group
4 companies disclosed in 2026 proxy filing