Carriage Services (CSV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 12, 2026, with voting on key governance and compensation matters.

• Strategic focus over the past three years on financial flexibility, operational discipline, and innovation, resulting in measurable improvements and $60 million in strategic acquisitions in 2025.

• Continued commitment to governance enhancements, including a proposal to declassify the Board for annual director elections starting in 2027.

• Emphasis on shareholder engagement and transparency, with proxy materials available online to reduce environmental impact.

Voting matters and shareholder proposals

• Election of two Class III directors to serve until the 2029 Annual Meeting.

• Proposal to amend the Certificate of Incorporation to declassify the Board, moving to annual director elections in 2027.

• Advisory vote on 2025 Named Executive Officers' compensation.

• Approval of the Second Amendment to the 2017 Omnibus Incentive Plan, extending its term to 2031.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year 2026.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; all committees are fully independent.

• Recent refreshment with four new directors in the past two years and increased diversity (gender, race, experience).

• Non-Executive Chair leads the Board; annual evaluations and active shareholder engagement are ongoing.

• Board committed to declassification and annual elections, subject to shareholder approval.