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.
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 Lead Director is required to be a member of the Corporate Governance Committee and, among other things, will preside at the executive sessions of the non-management directors. In 2005, Mr. Foster, Chairman of the Audit Committee, was first appointed Lead Director and continues to serve in that capacity.
The primary functions of the Board committees are as follows:
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 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 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.
Board of Director's Committee Composition
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, a management founder of Carriage, has been Chairman of the Board and Chief Executive Officer since December 1996, prior to which he had been a director and Chief Executive Officer since Carriage's inception in 1991. Prior to co-founding Carriage, Mr. Payne spent ten years in the private company turnaround business involving numerous industries including refining, chemicals, trucking, hotel, offshore petroleum supply boat and rent-to own retail industries. Prior to his turnaround career, Mr. Payne spent ten years in the corporate lending business, initially with Prudential Insurance Company and later with Texas Commerce Bank in Houston.
has been a director of Carriage since it went public in August 1996. Mr. Erickson is Chairman of the Board of Gander Mountain Company, a public company engaged in sporting goods business, and is Chief Executive Officer of Holiday Companies, Minneapolis, Minnesota, a family business consisting primarily of convenience stores and sporting goods stores. Mr. Erickson is also Chairman of the Board of Bio-E, a non-public bio-technology company.
Chairman of the Board and Chief Executive Officer Main Street Mezzanine Fund, LLC
became a director of Carriage in November 1999. Mr. Foster is Chairman of the Board and Chief Executive Officer of Mainstreet Capital, a licensed small business investment corporation, and served as Senior Managing Director of Main Street Equity Ventures II, L.P. (and its predecessor firm), a private equity firm, from 1997 through 2002. Mr. Foster is a director of Quanta Services, Inc., and served as its nonexecutive Chairman of the Board of Directors from February 1998 through May 2002. Mr. Foster is also a director of U.S. Concrete, Inc. and serves as its nonexecutive Chairman of the Board. In June 2005, Mr. Foster was elected as a director of Team, Inc. and serves as its Chairman of the Audit Committee. From September 1988 through October 1997, Mr. Foster was a partner of Andersen Worldwide and Arthur Andersen LLP, where he served as the director of the corporate finance practice and the mergers and acquisitions practice in the southwestern United States.
Former President and Chief Operating Officer of Service Corporation International
is a private investor and managing partner in a family business. From February 1999 to February 2003, he served as a consultant to Service Corporation International, a funeral services corporation ("SCI"). Mr. Heiligbrodt was the President and Chief Operating Officer of SCI until February 1999 and he had served in various management positions with SCI since February 1990. Prior to joining SCI, Mr. Heiligbrodt served as President of Provident Services, Inc. from March 1988 to February 1990. Prior to that, he served for five years as Vice Chairman and Chief Executive Officer of WEDGE Group Incorporated.
Vice President and Chief Investment Officer Loews Corporation
is a seasoned financial services executive with over thirty years of capital markets experience. He is currently Vice President and Chief Investment Officer of Loews Corporation and formerly Chief Investment Officer, Insurance Portfolio Management, with AIG Investments. His career has included extensive executive and professional responsibility for all aspects of fixed income and insurance portfolio management on both domestic and global platforms, as well as extensive experience as a mergers and acquisition and capital markets professional.
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.
Terry E. Sanford is the Senior Vice President and Chief Fiancial Officer of Carriage. Having joined the Company in 1997 as the Financial Controller, Terry was promoted in 2000 to Vice President and Corporate Controller and in 2006 to Chief Accounting Officer and Treasurer and in September 2008 to his current position. Terry's work history prior to joining Carriage included senior financial positions in manufacturing, financial services and consumer products companies and public accounting. Terry is a CPA and possesses a BBA in Accounting and an MBA in finance.
Jay Dodds is the Senior Vice President and Chief Operating Officer. Jay has been in senior operations leadership for Carriage since October 2000, most recently as Regional Managing Partner for the Central Region and regional Vice President of Operations. Jay joined Carriage in 1994 as an operations Vice President. He has over 25 years of professional funeral home, cemetery and crematory operations experience. Prior to joining Carriage, he was affiliated with Stewart Enterprises for 13 years serving in numerous operating positions. Jay is a licensed Funeral Director and holds a Bachelors of Business Adminstration degree from the University of Texas Arlington. Jay is a member of the National Funeral Directors Association, The Cremation Associations of North America and the International Funeral, Cemetery and Cremation Association.
Senior Vice President, General Counsel and Secretary
With Carriage Services since 2006
J. Bradley Green is Senior Vice President, General Counsel and Secretary of Carriage. He joined the Company in October 2006. Prior to joining Carriage, Mr. Green was an attorney, focusing his practice on employment and commercial litigation. From 1998 to 2002, Mr. Green held legal and human resource positions, including General Counsel, at a Fortune 1000 company that had operations in 42 countries. Prior to that, Mr. Green was an attorney at a national law firm, focusing on the field of labor and employment law.
Senior Vice President of Information Systems and Chief Information Officer
George Klug has been Senior Vice President of Information Systems and Chief Information Officer since May 2002. He joined Carriage in July 2001 to align the technology functions with the company?s business plan. Before joining Carriage, Mr. Klug served from 1997 to 2000 as Vice President of Information Technology at Allright Corporation, an owner operator of parking facilities both national and international. Prior to Allright, Mr. Klug served as Vice President of Information Technology for various retail companies including Oshmans, Sportstown, and Zaks. He also has a background in operations and accounting and has been in management positions for 30 years.
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