Sector: Consumer Discretionary
CARRIAGE SERVICES INC · Meeting: May 12, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class III Directors
Patteson has served since 2011 and CSV's 3-year price return of 52.0% nearly matches the XLY sector ETF's 52.5% return, a gap of only -0.5 percentage points — far below the 65-point threshold required to trigger an against vote for a strong-positive TSR company; no overboarding, attendance, or independence concerns noted.
Meehan has served since 2018 and the same TSR analysis applies — the -0.5pp gap versus XLY is far below the 65pp threshold; he brings relevant financial markets and investment experience, is independent, serves on no other public boards, and attended all meetings.
Both Class III director nominees pass all policy screens: no overboarding, full meeting attendance, appropriate independence, and TSR gap versus the XLY sector ETF benchmark of only -0.5 percentage points against a 65-point trigger threshold for strong-positive absolute returns.
CEO
Carlos R. Quezada
Total Comp
$3,859,198
Prior Support
95%%
CEO total compensation of approximately $3.86 million is reasonable for a CEO of a ~$703M market-cap funeral and cemetery services company, and prior-year shareholder support was very strong at approximately 95%. The pay structure is well-designed: 77% of the CEO's total direct compensation is variable and at-risk, consisting of a performance-based annual cash bonus tied to Adjusted EBITDA growth, restricted stock units vesting over three years, and performance stock awards that only pay out upon achievement of multi-year EBITDA targets — with no discretionary components remaining as of 2025. Stock performance aligns with incentive pay: CSV's 3-year return of 52% is essentially in line with the XLY sector ETF, and the variable incentive pay was earned against clearly defined financial metrics rather than awarded despite underperformance.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose auditor tenure or a fee breakdown between audit and non-audit fees, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed; per policy, both triggers require confirmed data to fire, so the default FOR vote applies. Grant Thornton is a large national firm appropriate for a company of CSV's size (~$703M market cap).
The 2026 Carriage Services annual meeting presents a clean ballot with no significant governance red flags: both director nominees pass TSR and independence screens, executive compensation is well-structured with strong performance linkage and 95% prior-year shareholder support, and the auditor ratification proceeds on a FOR default absent disclosed fee data. The most notable proposal is the board-initiated declassification of the board of directors, which is a genuine governance improvement supported by shareholder engagement.
2 companies disclosed in 2026 proxy filing
