2017 Annual Meeting of Shareholders


MESSAGE FROM OUR BOARD OF DIRECTORS

Dear Shareholders,

We take seriously the trust you place in us by your purchase of Service Corporation International shares, and we are honored to be stewards of your company. Below we share with you a few key highlights for 2016.

2016 Company Performance

We are fully committed to helping SCI deliver excellent operating results and create attractive shareholder returns. The Company’s performance in 2016 resulted in increased adjusted earnings per share and long-term growth in return on equity. We delivered total shareholder return of 11%, which is in line with the S&P 500 return of 12%. Over the medium to long term (3 to 10 years), we continue to significantly outperform the major indices. As we look ahead to 2017, our focus continues to be on enhancing shareholder value.

2016 Company Performance and Compensation Alignment

The Compensation Committee understands the focus on aligning executive pay with performance and strongly believes the Company currently aligns pay and performance. At last year’s annual meeting, our advisory “say-on-pay” proposal received the support of over 80% of the votes cast, an increase from 75% in the prior year. In this 2017 Proxy, we have provided further disclosure and graphics to support and clarify the alignment of pay and performance (see page 31 in our Compensation Discussion and Analysis). We believe that over 70% of our executive officer compensation is performance based when including long-term incentive compensation and the annual performance-based incentive compensation.

During 2016, the Company and Meridian, our compensation consultant, proactively engaged with proxy advisors who represent the interests of our shareholders. Meridian held a telephonic meeting with Institutional Shareholder Services, Inc. (ISS) and SCI senior management met with Glass Lewis in person. Topics discussed in those meetings included incentive compensation plans, peer group selection, and the calculation of return on assets for our Company. The Compensation Committee is confident that the metrics chosen and the peer group selected are the most appropriate for the Company.

We believe these changes are responsive to your feedback and reinforce the link between our executive team and our shareholders.

Board Leadership Structure

In 2016, Tom Ryan was appointed Chairman of the Board following in the footsteps of founder, Robert L. “Bob” Waltrip. With this structural change, we appointed a Lead Independent Director to strengthen and optimize the independence of the Board. Effective January 1, 2016, Tony Coelho assumed the position of this newly created role. Mr. Coelho is very well respected by his fellow Directors and has all the necessary skills, expertise, and experience to be an effective independent leader. We believe this arrangement of having a strong Lead Independent Director combined with the leadership of our Chairman and CEO is in the best interests of SCI and its shareholders at this time. This structure is further enhanced by the fact that our Audit, Compensation, and Nominating and Corporate Governance Committees are comprised entirely of independent Directors.

We believe that this structure allows the Chief Executive Officer to effectively and efficiently guide the Board utilizing the insight and perspective he has gained by running the Company. In addition, our Chief Executive Officer has the necessary experience, commitment, and support of the other Board members to carry out the role of Chairman effectively. His in-depth knowledge of our Company, our growth and historical development, coupled with his extensive industry expertise and significant leadership experience, make him particularly qualified to lead discussions at the Board level on important matters affecting us. We believe shareholders have benefited from Mr. Ryan’s strategic and operational insights and strong leadership skills across the full range of Company leadership responsibilities, ranging from day-to-day operational execution to long-term strategic direction, including leadership in significant acquisition and capital allocation decisionmaking, as well as risk management.

Our performance under the current leadership structure has been strong, strengthening the position of our Company as the leader in the death care industry. We believe that Tom Ryan, as an experienced leader with extensive knowledge of the Company, serves as a highly effective bridge between the Board and management and provides the vision and leadership to execute on the Company’s strategies and to create shareholder value.

Board Recruitment

Board recruitment and diversity are priorities for us. In 2015, we added a new member, Dr. Ellen Ochoa. We continue to focus on creating a balanced Board with diverse viewpoints, backgrounds, and expertise. Our Board will continue to positively evolve as we maintain a long-term approach to board refreshment.

Lead Independent Director - Tony Coelho
Key Duties and Responsibilities of Lead Independent Director:
  • Preside over independent executive sessions held on a regular basis
  • Serve as liaison to the Chairperson
  • Engage in performance evaluation of Directors and CEO
  • Interview Director candidates
  • Communicate with stockholders
  • Consult with committee chairpersons

Communicating Your Viewpoints with the Board

We welcome your feedback. Shareholders and other interested parties may communicate with our Lead Independent Director by using the following address:

Service Corporation International,
Lead Independent Director c/o Office of Corporate Secretary,
1929 Allen Parkway,
Houston, TX 77019. Or by e
Email: leaddirector@sci-us.com.

Thank you for the trust you place in us and for your continued investment in Service Corporation International.

Sincerely,


Anthony L. Coelho

Lead Independent Director


John W. Mecom, Jr.


W. Blair Waltrip


Thomas L. Ryan

Chairman and CEO


Clifton H. Morris, Jr.


Marc A. Watts


Alan R. Buckwalter, III


Ellen Ochoa


Edward E. Williams


Victor L. Lund


Robert L. Waltrip