2017 Annual Meeting of Shareholders


CORPORATE GOVERNANCE AT SERVICE CORPORATION INTERNATIONAL

Proposal 1 : Election of Directors

The Board of Directors will consist of eleven members and will be divided into three classes, each with a staggered term of three years. At this year's Annual Meeting, shareholders will be asked to elect three Directors to the Board with threeyear terms expiring in 2020.

Set forth below are profiles for each of the three candidates nominated by the Nominating and Corporate Governance Committee of the Board of Directors for election by shareholders at this year's Annual Meeting. Directors are elected by a majority of votes cast.

The Board of Directors recommends that Shareholders vote "FOR" the following three nominees.
Thomas L. Ryan

  • Non-Independent
  • Director Since: 2004
  • Age: 51
  • If Elected Term Expires: 2020
  • Primary Qualifications:
Occupation
  • Chairman (since 2016) and CEO (since 2005) of SCI
Prior Business Experience
  • President, SCI (2002-2015)
  • CEO European Operations, SCI (2000-2002)
  • Variety of financial management roles, SCI (1996-2000)
Current Public Company Boards
  • Weingarten Realty Investors
  • Chesapeake Energy
Other Positions
  • Board of Trustees, United Way of Greater Houston
  • Board of Directors, Genesys Works
  • Board member, University of Texas,
    McCombs Business School Advisory Council
Past Public Company Boards
  • Texas Industries
Education
  • University of Texas at Austin
Clifton H. Morris, Jr.

  • Independent
  • Director Since: 1990
  • Age: 81
  • If Elected Term Expires: 2020
  • Primary Qualifications:
Occupation
  • Chairman and CEO of JBC Funding, a corporate lending and investment firm
Prior Business Experience
  • Founder and Chairman, AmeriCredit Corp., financing of automotive vehicles (1988-2010); sold in 2010 and now GM Financial
  • CFO, Cash America International (1984-1988)
  • VP of Treasury and other financial positions at SCI (1966-1971)
Other Positions
  • CPA, 55 years
  • Lifetime member of the Texas Society of Certified Public Accountants
  • Honorary member of the American Institute of Certified Public Accountants
Past Public Company Boards
  • AmeriCredit Corp.
  • Cash America International
Education
  • University of Texas at Austin
W. Blair Waltrip

  • Non-Independent
  • Director Since: 1986
  • Age: 62
  • If Elected Term Expires: 2020
  • Primary Qualifications:
Occupation
  • Independent Consultant, Family and Trust Investments, and Former Senior Executive of SCI
Prior Business Experience
  • Various positions at SCI including VP of Corporate Development, SVP of Funeral Operations, EVP of SCI's real estate division, Chairman and CEO of SCI
    Canada, and EVP of SCI (1977-2000)
Other Positions
  • Treasurer, National Museum of Funeral History
  • Active real estate broker
Past Public Company Boards
  • Sanders Morris Harris Group, Inc (Edelman Financial)

 

Education
  • Sam Houston State University

Continuing Directors

Alan R. Buckwalter

  • Independent
  • Director Since: 2003
  • Age: 70
  • Term Expires: 2019
  • Primary Qualifications:
Occupation
  • Former Chairman and CEO, Chase Bank of Texas
Prior Business Experience
  • Chairman, J.P. Morgan Chase Bank, South Region (1995-2003)
  • President of Texas Commerce Bank (1990-1995)
  • Held various positions in Chemical Bank in corporate division (1970-1990)
Other Positions
  • Board member, Texas Medical Center
  • Chairman Emeritus and Board member, Central Houston, Inc.
Past Public Company Boards
  • Freeport-McMoRan, Inc. (2013-2015)
  • Plains Exploration and Production (2003-2013); subsequently acquired by Freeport-McMoRan, Inc.
Other Prior Positions
  • Board of Directors, Federal Reserve Bank of Dallas (Houston Branch)
Education
  • Fairleigh Dickinson University
Anthony L. Coelho

Lead Independent Director

  • Independent
  • Director Since: 1991
  • Age: 74
  • Term Expires: 2018
  • Primary Qualifications:
Occupation
  • Former Majority Whip of the U.S. House of Representatives
  • Independent business and political consultant
Prior Political Experience
  • Chairman of the President's Committee on Employment of People with Disabilities (1994-2001)
  • General Chairman of Al Gore's Presidential campaign (1999-2000)
  • Majority Whip (1987-1989)
  • Member of U.S. House of Representatives (1978-1989); original sponsor/author of the Americans With Disabilities Act
Prior Business Experience
  • President/CEO of Wertheim Schroder Financial Services, grew $800 million firm to $4.5 billion in 6 years (1990-1995)
Current Public Company Boards
  • Warren Resources, Inc.
  • AudioEye, Inc.
Select Past Public Company Boards
  • Chairman, Cyberonics
  • Chairman, Circus Circus Enterprises (now MGM Mirage)
  • Chairman, ICF Kaiser International, Inc.
Other Positions
  • Board member, Esquire Bank
  • Former Chairman and current Board member of the Epilepsy Foundation
Education
  • Loyola University Los Angeles
Victor L. Lund

  • Independent
  • Director Since: 2000
  • Age: 69
  • Term Expires: 2019
  • Primary Qualifications:
Occupation
  • President and CEO (May 2016), Teradata Corporation
Prior Business Experience
  • Chairman, DemandTec, a software company (2006-2012)
  • Chairman, Mariner Healthcare, Inc. (1999-2002)
  • Vice Chairman, Albertsons, Inc. (1999-2002)
  • 22-year career with American Stores Company in various positions including Chairman, CEO, CFO and Corporate Controller 1977-1999
  • Audit CPA, Ernst & Ernst 1972-1977
Current Public Company Boards
  • Teradata Corporation, an information technology company
Past Public Company Boards
  • DemandTec
  • Delta Airlines
  • Del Monte Foods, Inc.
  • Mariner Healthcare, Inc.
  • Albertsons, Inc.
  • American Stores Company
  • NCR Corporation
Education
  • The University of Utah
  • MBA The University of Utah
John W. Mecom, Jr.

  • Independent
  • Director Since: 1983
  • Age: 77
  • Term Expires: 2019
  • Primary Qualifications:
Occupation
  • Independent businessman who bought, developed, managed and sold a variety of real estate and other business interests
Prior Business Experience
  • Principal owner, John Gardiner's Tennis Ranch (2000-2011)
  • Owner, Rhino Pak, a contract blender and packer for the petroleum industry (2003-2007)
  • Chairman, John W. Mecom Company, primarily an oil and gas company (1976-2003)
  • Owner of New Orleans Saints NFL team (1967-1985)
  • Owner of Mecom Racing Team, which managed several Formula One racing teams - Indianapolis and Cam Am Series (1960-1967)
  • Hotel management, Houston International Hotels and Preferred Hotels Organization (1964-1985)
Education
  • University of Oklahoma
Ellen Ochoa

  • Independent
  • Director Since: 2015
  • Age: 58
  • Term Expires: 2019
  • Primary Qualifications:
Occupation
  • Director of NASA Johnson Space Center (Since 2013)
Prior Business Experience
  • Government Executive, Astronaut at NASA Johnson Space Center (1990-2012); first Hispanic female astronaut with nearly 1,000 hours in space
  • Branch Chief and research engineer, NASA Ames Research Center (1988-1990), led a group working primarily on optical systems for automated space exploration
  • Researcher, Sandia National Laboratories (1985-1988), investigated optical systems for performing information processing
Other Positions
  • Member, Board of Directors, Federal Reserve Bank of Dallas
  • Member, National Science Board Chair, Nomination Committee, National Medal of Technology & Innovation
  • Fellow, American Institute of Aeronautics and Astronautics
  • Fellow, American Association for the Advancement of Science
  • Director Emerita, former Vice Chair, Manned Space Flight Education Foundation
  • Former Board of Trustees, Stanford University
Education
  • San Diego State University
  • MS, PhD (Electrical Engineering), Stanford University
R.L. Waltrip

  • Non-Independent
  • Director Since: 1962
  • Age: 86
  • Term Expires: 2018
  • Primary Qualifications:
Occupation
  • Founder and Chairman Emeritus, SCI (Since 2016)
Prior Business Experience
  • Chairman of SCI (1962-2015)
  • CEO of SCI (1969-2005)
  • Founded SCI in 1962, took the company public in 1969 Started with family funeral business in the 1950's; acquired additional funeral homes in the 1960's; pioneered the clustering concept/efficiencies of scale in the funeral industry
  • Introduced M&A to the industry which changed the industry forever. As a result, he is the best known and highest regarded leader in the industry.
  • The network he began has now grown to more than 2,000 funeral service locations and cemeteries
Select Past Public Company Boards
  • Cash America International
  • Tankology Environmental, Inc.
Other Positions
  • Chairman, Board of Trustees, National Museum of Funeral History
Education
  • University of Houston
Marcus A. Watts

  • Independent
  • Director Since: 2012
  • Age: 58
  • Term Expires: 2018
  • Primary Qualifications:
Occupation
  • President, The Friedkin Group (Since 2011), an umbrella company overseeing various business interests that are principally automotive related
Prior Business Experience
  • Vice Chairman and Managing Partner-Houston, Locke Lord LLP (1984-2010) with a focus on corporate and securities law, governance and related matters
Current Board Positions
  • Board Chair, Federal Reserve Bank of Dallas (Houston Branch)
  • Board member, Highland Resources, Inc. (private real estate company)
Past Public Company Boards
  • Complete Production Services, Inc. (2007-2012) acquired by Superior Energy Services
  • Cornell Companies (2001-2005)
Other Positions
  • Chairman, Board of Trustees, United Way of Greater Houston
  • Vice Chairman, Greater Houston Partnership
  • Board member, Houston Ballet
Education
  • Texas A&M University
  • Harvard Law School
Edward E. Williams

  • Independent
  • Director Since: 1991
  • Age: 71
  • Term Expires: 2018
  • Primary Qualifications:
Occupation
  • Professor Emeritus of Entrepreneurship (since 2014), Rice University, Houston, TX
Prior Academic Experience
  • Henry Gardiner Symonds Professor, Professor of Statistics and Administrative Science (1978-2014)
  • Founded Rice University's Entrepreneurship program in 1978, now one of the top such programs in the world
  • Associate Professor of Finance, McGill University (1970-1973)
  • Assistant Professor of Economics, Rutgers University (1968-1970)
Prior Business Experience
  • Founder and CEO, First Texas Venture Capital Corporation (1983-1992)
  • Texas Capital Investment Advisors, Inc. (1980-1995)
  • Trust Corporation International (1979-1986)
Other Academic Experience
  • 2016 Entrepreneurship Educator of the Year Award, lifetime award presented by the U.S. Association for Small Business and Entrepreneurship
  • Author or co-author of 12 books and over 50 scholarly articles in Entrepreneurship, Finance, Economics, and Accounting including seminal critical analyses of the Efficient Market Hypothesis (initiated 45 years ago)
Education
  • Wharton School, University of Pennsylvania
  • PhD, (Finance and Accounting) University of Texas at Austin