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 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 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.

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.

Board of Director's Committee Composition

Chairman of the Board = Chairman Vice Chairman of the Board = Vice Chairman Independent Director = Independent Director
Committee Chair = Chair Committee Member = Member
  Audit Compensation Corporate Governance Executive
Melvin C. Payne Chairman of the Board       Member of Executive Committee
L. William Heiligbrodt Vice Chairman       Committee Chair for Executive Committee
Richard W. Scott Independent Director Member of Audit Committee Member of Compensation Committee Committee Chair for Corporate Governance Committee  
Donald D. Patteson Jr. Independent Director Committee Chair for Audit Committee Member of Compensation Committee Member of Corporate Governance Committee  
David J. DeCarlo Independent Director Member of Audit Committee Committee Chair for Compensation Committee Member of Corporate Governance Committee Member of Executive Committee
Barry K. Fingerhut Independent Director Member of Audit Committee Member of Compensation Committee Member of Corporate Governance Committee  

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.

Executive Officers Who Are Not Directors

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George Klug
Senior Vice President of Information Systems and Chief Information Officer