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 six 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 four 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 current Lead Director is David J. DeCarlo.
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.
The Executive Committee acts on behalf of the Board of Directors in between meetings of the Board of Directors, assures coordination of activity among the various committees of the Board, and serves as a sounding board for the Chairman of the Board in the overall management of the business and affairs of the Company.
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Audit
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Compensation
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Corporate Governance
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Executive
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Melvin C. Payne
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* Chairman, Chief Executive Officer
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 make him highly qualified to serve as Chairman of the Board.
Holdings: 1,385,049 shares
View Transactions
|
| Date |
Type |
Shares Traded |
Price Range |
| Jun 12, 2013 |
Disposition (Non Open Market) |
200 |
18.75 |
| Jun 4, 2013 |
Disposition (Non Open Market) |
250 |
18.14 |
| May 24, 2013 |
Buy |
15,000 |
16.85 |
| May 20, 2013 |
Disposition (Non Open Market) |
10,889 |
17.47 |
| Mar 21, 2013 |
Disposition (Non Open Market) |
2,905 |
20.38 |
| Mar 5, 2013 |
Disposition (Non Open Market) |
13,537 |
18.91 |
| Feb 28, 2013 |
Disposition (Non Open Market) |
5,097 |
18.20 |
| Dec 20, 2012 |
Option Execute |
3,283 |
5.70 |
| Dec 18, 2012 |
Disposition (Non Open Market) |
40,000 |
11.79 |
| Dec 17, 2012 |
Disposition (Non Open Market) |
26,765 |
11.50 |
| Dec 17, 2012 |
Disposition (Non Open Market) |
300 |
11.50 |
| Nov 16, 2012 |
Disposition (Non Open Market) |
1,000 |
10.82 |
| Nov 12, 2012 |
Disposition (Non Open Market) |
2,916 |
10.88 |
| Aug 29, 2012 |
Disposition (Non Open Market) |
58 |
8.84 |
| Aug 23, 2012 |
Sell |
600 |
8.80 |
| Aug 22, 2012 |
Disposition (Non Open Market) |
50,000 |
8.83 |
| Jun 25, 2012 |
Disposition (Non Open Market) |
1,000 |
7.97 |
| May 18, 2012 |
Disposition (Non Open Market) |
9,575 |
7.26 |
| May 4, 2012 |
Disposition (Non Open Market) |
350 |
7.50 |
| Mar 26, 2012 |
Disposition (Non Open Market) |
145 |
7.30 |
| Mar 26, 2012 |
Disposition (Non Open Market) |
1,000 |
7.30 |
| Mar 5, 2012 |
Acquisition (Non Open Market) |
96,801 |
n/a |
| Feb 28, 2012 |
Disposition (Non Open Market) |
4,876 |
5.95 |
| Feb 27, 2012 |
Disposition (Non Open Market) |
525 |
5.88 |
| Feb 27, 2012 |
Disposition (Non Open Market) |
1,550 |
5.88 |
| Feb 9, 2012 |
Disposition (Non Open Market) |
2,635 |
5.94 |
| Jan 30, 2012 |
Disposition (Non Open Market) |
5,503 |
5.61 |
| Dec 21, 2011 |
Disposition (Non Open Market) |
48,427 |
5.91 |
| Dec 21, 2011 |
Option Execute |
60,000 |
4.77 |
| Dec 20, 2011 |
Sell |
1,708 |
5.74 |
| Dec 19, 2011 |
Sell |
2,000 |
5.81 |
| Dec 16, 2011 |
Sell |
2,000 |
5.54 |
| Dec 15, 2011 |
Sell |
2,000 |
5.31 |
| Dec 14, 2011 |
Sell |
1,000 |
5.41 |
| Dec 14, 2011 |
Sell |
2,000 |
5.46 |
| Dec 12, 2011 |
Sell |
529 |
5.52 |
| Dec 12, 2011 |
Disposition (Non Open Market) |
3,700 |
5.45 |
| Dec 9, 2011 |
Disposition (Non Open Market) |
1,000 |
5.54 |
| Dec 9, 2011 |
Disposition (Non Open Market) |
13,670 |
5.54 |
| Nov 21, 2011 |
Automatic Sell |
9,778 |
5.71 |
| Nov 18, 2011 |
Automatic Sell |
4,000 |
5.81 |
| Nov 18, 2011 |
Automatic Sell |
4,000 |
5.81 |
| Nov 17, 2011 |
Automatic Sell |
6,800 |
5.83 |
| Nov 16, 2011 |
Automatic Sell |
1,900 |
5.71 |
| Nov 15, 2011 |
Automatic Sell |
4,600 |
5.72 |
| Nov 14, 2011 |
Automatic Sell |
2,500 |
5.77 |
| Nov 14, 2011 |
Disposition (Non Open Market) |
2,906 |
5.80 |
| Nov 11, 2011 |
Sell |
1,800 |
5.81 |
| Nov 10, 2011 |
Automatic Sell |
4,100 |
5.75 |
| Nov 9, 2011 |
Automatic Sell |
1,800 |
5.77 |
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L. William Heiligbrodt
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* Vice Chairman, Executive Vice President & Secretary, Carriage Services, Inc. Elected 2011 L. William Heiligbrodt has been our Vice Chairman of the Board, Executive Vice President and Secretary since September 2011. From February 2009 to September 2011, Mr. Heiligbrodt was an independent director of Carriage. From February 2003 until his appointment on our Board, Mr. Heiligbrodt was 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, prior to holding such positions, served in various management positions with SCI beginning in 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. Before Wedge Group Inc., Mr. Heiligbrodt served as Chairman of Texas Commerce Bank, Houston and Vice Chairman of Texas Commerce Bancshares, Inc. and as a director of both companies. Mr. Heiligbrodt was selected to serve on our Board because of his significant experience in banking, corporate finance and death care industry operations and growth strategies. Our Board believes that this experience makes Mr. Heiligbrodt uniquely qualified to serve as our Vice Chairman, Executive Vice President and Secretary.
Holdings: 220,918 shares
View Transactions
|
| Date |
Type |
Shares Traded |
Price Range |
| Mar 5, 2013 |
Disposition (Non Open Market) |
6,914 |
18.91 |
| Nov 12, 2012 |
Buy |
8,000 |
10.95 |
| Aug 24, 2012 |
Buy |
1,000 |
8.50 |
| Aug 23, 2012 |
Buy |
2,000 |
8.55 |
| Aug 17, 2012 |
Buy |
2,000 |
8.75 |
| Aug 16, 2012 |
Buy |
2,724 |
8.83 |
| Aug 15, 2012 |
Buy |
2,500 |
8.81 |
| Aug 14, 2012 |
Buy |
2,447 |
8.80 |
| Aug 13, 2012 |
Buy |
5,916 |
8.81 |
| Aug 10, 2012 |
Buy |
15,000 |
8.72 |
| Mar 5, 2012 |
Acquisition (Non Open Market) |
75,757 |
n/a |
| Nov 14, 2011 |
Disposition (Non Open Market) |
42,340 |
n/a |
| Nov 14, 2011 |
Acquisition (Non Open Market) |
42,340 |
n/a |
| Sep 13, 2011 |
Acquisition (Non Open Market) |
22,500 |
5.81 |
| Jun 16, 2011 |
Acquisition (Non Open Market) |
6,920 |
5.78 |
| May 17, 2011 |
Acquisition (Non Open Market) |
6,802 |
5.88 |
| Jun 8, 2010 |
Buy |
8,260 |
4.74 - 4.79 |
| Jun 7, 2010 |
Buy |
10,000 |
4.83 |
| Jun 7, 2010 |
Buy |
10,000 |
4.83 |
| Jun 4, 2010 |
Buy |
1,320 |
4.83 |
| Jun 4, 2010 |
Buy |
20,000 |
4.84 |
| May 28, 2010 |
Buy |
10,691 |
4.68 |
| May 27, 2010 |
Buy |
17,845 |
4.77 |
| May 26, 2010 |
Buy |
1,000 |
4.61 |
| May 25, 2010 |
Buy |
7,500 |
4.44 |
| May 24, 2010 |
Buy |
12,100 |
4.61 |
| Mar 22, 2010 |
Acquisition (Non Open Market) |
8,968 |
4.46 |
| Jan 6, 2010 |
Buy |
1,588 |
4.01 |
| Oct 5, 2009 |
Buy |
1,675 |
3.86 |
| Jul 8, 2009 |
Buy |
1,664 |
3.53 |
| May 19, 2009 |
Acquisition (Non Open Market) |
3,000 |
3.30 |
| Feb 25, 2009 |
Statement of Ownership |
0 |
n/a |
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Richard W. Scott
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Vice President and Chief Investment Officer of Loews Corporation
Richard W. Scott is a seasoned financial services executive with over 30 years of capital markets experience. Since January 2009, he has served as the Senior Vice President and Chief Investment Officer of Loews Corporation, a diversified holdings company, and from 2001 to 2008 he was a senior executive in Insurance Portfolio Management with AIG Investments, a global company engaged in asset management, including service as the Chief Investment Officer–Insurance Operations. 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 acquisitions and capital markets attorney. Mr. Scott brings multidimensional experience to Carriage. He was selected to serve on our Board because of his extensive experience in merger and acquisition transaction analysis, investment management, capital markets strategy and financial performance measurement, all of which provide valuable insight to Carriage.
Holdings: 101,781 shares
View Transactions
|
| Date |
Type |
Shares Traded |
Price Range |
| May 22, 2013 |
Acquisition (Non Open Market) |
4,482 |
16.73 |
| May 23, 2012 |
Acquisition (Non Open Market) |
10,359 |
7.24 |
| May 17, 2011 |
Acquisition (Non Open Market) |
6,802 |
5.88 |
| Mar 22, 2010 |
Acquisition (Non Open Market) |
8,968 |
4.46 |
| Jan 6, 2010 |
Buy |
1,330 |
3.95 |
| Oct 5, 2009 |
Buy |
1,420 |
3.86 |
| May 19, 2009 |
Acquisition (Non Open Market) |
3,000 |
3.30 |
| Feb 25, 2009 |
Statement of Ownership |
0 |
n/a |
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Donald D. Patteson Jr.
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Chairman of the Board of Directors of Sovereign Business Forms, Inc. Sovereign Business Forms, Inc. Elected 2011
Donald D. Patteson Jr. was elected to our Board in August 2011. He is the founder and Chairman of the Board of Directors of Sovereign Business Forms, Inc. ("Sovereign"), a consolidator in the wholesale manufacturing of custom business forms and related products segment of the printing industry. Prior to founding Sovereign in August 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., a consolidator in the rent-to-own industry, and was President and Chief Executive Officer of Temple Marine Drilling, Inc./R.C. Chapman Drilling Co., Inc., a consolidation and workout subsidiary of GE Capital in the drilling industry. He was President, Chief Executive Officer and Director of Temple Drilling and held various other executive and financial management positions in the offshore drilling industry. Mr. Patteson began his business career with Arthur Andersen's management consulting practice. Mr. Patteson currently serves on the Board of Directors of Rosetta Resources, Inc. as a member of the Audit Committee and Chairman of the Compensation Committee. Mr. Patteson was selected to serve on our Board based on his experience with executive and financial management roles as well as his experience in the consolidation industry.
Holdings: 39,321 shares
View Transactions
|
| Date |
Type |
Shares Traded |
Price Range |
| 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 |
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David J. DeCarlo
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Former Vice Chairman of Matthews International Corporation David J. DeCarlo was elected to our Board in May 2011. He has had more than 24 years of experience in the death care industry, having served as an executive officer in various roles for Matthews International ("Matthews"), a leading worldwide supplier of death care products, including serving as President of the Bronze Division and Group President of the Memorialization Group. Mr. DeCarlo also served as a director of Matthews for 22 years. He retired from Matthews as Vice Chairman of the Board of Directors in 2008. Before joining Matthews in 1985, Mr. DeCarlo held diverse management and executive roles in finance, manufacturing, operations, sales, marketing and management and information systems at several Fortune 500 companies. Mr. DeCarlo has an MBA in Finance, a Masters of Arts in Economics and Statistics, and a Ph.D. in Applied Economics and Finance (all but dissertation) from the Wharton School of Finance and University of Pennsylvania, as well as a Bachelor of Science degree in Industrial Management from West Virginia University. Mr. DeCarlo was selected to serve on our Board as a result of his long history in the death care industry and experience in a multitude of executive roles in other industries, which make him highly qualified to be a member of our Board.
Holdings: 8,834 shares
View Transactions
|
| Date |
Type |
Shares Traded |
Price Range |
| May 22, 2013 |
Acquisition (Non Open Market) |
4,482 |
16.73 |
| Dec 26, 2012 |
Disposition (Non Open Market) |
60,329 |
n/a |
| Dec 26, 2012 |
Acquisition (Non Open Market) |
60,329 |
n/a |
| Dec 19, 2012 |
Disposition (Non Open Market) |
17,306 |
n/a |
| Dec 19, 2012 |
Disposition (Non Open Market) |
43,023 |
n/a |
| Nov 19, 2012 |
Buy |
2,500 |
11.09 |
| Nov 16, 2012 |
Buy |
2,500 |
10.71 |
| Nov 16, 2012 |
Buy |
5,000 |
10.87 - 10.89 |
| Nov 15, 2012 |
Buy |
2,500 |
10.76 |
| Nov 14, 2012 |
Buy |
2,500 |
10.94 |
| Nov 13, 2012 |
Buy |
2,500 |
10.94 |
| Nov 12, 2012 |
Buy |
2,500 |
10.91 |
| May 23, 2012 |
Acquisition (Non Open Market) |
10,359 |
7.24 |
| Nov 16, 2011 |
Buy |
3,571 |
5.73 |
| Nov 15, 2011 |
Buy |
3,454 |
5.80 |
| Nov 14, 2011 |
Buy |
3,420 |
5.84 |
| Nov 11, 2011 |
Buy |
3,424 |
5.84 |
| Nov 10, 2011 |
Buy |
3,437 |
5.84 |
| May 17, 2011 |
Statement of Ownership |
0 |
n/a |
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Barry K. Fingerhut
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Chief Executive Officer of Certification Partners, LLC Elected 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 IT certification programs, since the fall of 2010. Prior to 2010, he focused much of his career in 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 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. In 2004, he formed Fingerhut Management, a family and friends investment office in New York City. In 2009, he co-founded The Caregiver Institute, LLC, formed to address the enormous challenges of aiding the work of home caregivers in the United States. 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.
Holdings: 8,691 shares
View Transactions
|
| Date |
Type |
Shares Traded |
Price Range |
| 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 |
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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.