Proxy Statement and 2023 Annual Meeting Notice
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SCI 2023 Proxy Statement & Annual Meeting Notice
Table of Contents
Proxy Statement Summary
Director Nominees
Director Snapshot
Corporate Governance Highlights
Environmental, Social, and Governance (ESG) Overview
Auditor Selection
2022 Named Executive Officers’ Compensation
Pay for Performance Alignmen
"Say-on-Pay" Frequency Advisory Vote
Corporate Governance at Service Corporation International
Proposal 1: Election of Directors
Board Structure and Operations
Board Oversight and Key Responsibilities
Special Meeting of Shareholders
Shareholder Proxy Access
Audit Committee Matters
Proposal 2: Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm
Report of the Audit Committee
Audit Fees and All Other Fees
Executive Compensation
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
Compensation Discussion and Analysis
Executive Compensation Tables
Pay Versus Performance
Certain Transactions
Voting Securities and Principal Holders
Proposal 4: Frequency of "Say-on-Pay" Advisory Vote
Other Information
Information About the Meeting and Voting
Proxy Solicitation
Submission of Shareholder Proposals
Other Business
Section 16(a) Beneficial Ownership Reporting Compliance
Annexes
Annex A: Non-GAAP Financial Measures
Annex B: Peer Comparator Group
Back Cover
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Go to Home
Open index
Open page thumbnails
Search
Index
SCI 2023 Proxy Statement & Annual Meeting Notice
Table of Contents
Proxy Statement Summary
Director Nominees
Director Snapshot
Corporate Governance Highlights
Environmental, Social, and Governance (ESG) Overview
Auditor Selection
2022 Named Executive Officers’ Compensation
Pay for Performance Alignmen
"Say-on-Pay" Frequency Advisory Vote
Corporate Governance at Service Corporation International
Proposal 1: Election of Directors
Director Nominees
Consideration of Director Nominees
Director Qualifications, Skills, and Experience
Director Independence
Director Compensation
Directors' Retirement Plan
Director Ownership of SCI Stock
Board Structure and Operations
Leadership Structure
Lead Independent Director
Board Composition and Meetings
Executive Sessions
Board Committees
Annual Board and Committee Evaluations
Board Orientation and Education Program
Board Oversight and Key Responsibilities
Strategy Oversight
Risk Oversight
Environmental, Social, and Governance (ESG) Oversight
Human Capital Management and Culture Oversight
Special Meeting of Shareholders
Shareholder Proxy Access
Audit Committee Matters
Proposal 2: Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm
Report of the Audit Committee
Audit Fees and All Other Fees
Executive Compensation
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
Compensation Discussion and Analysis
Introduction
Executive Summary
Pay for Performance and Corporate Strategy
Performance Summary
Key Features of Our Compensation Programs
Consideration of 2022 "Say-on-Pay" Vote
Compensation Philosophy and Process
CEO Pay and Performance Alignment
Total Direct Compensation Pay Components
Compensation Elements Link to Shareholder Value
Annual Base Salary
Annual Performance-Based Incentives Paid in Cash
Long-Term Incentive Compensation
Other Compensation
Further Executive Compensation Practices and Policies
How We Make Compensation Decisions
Compensation Committee Report
Executive Compensation Tables
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year End
Option Exercises and Stock Vested
Executive Deferred Compensation Plan
Executive Employment Agreements
Potential Payments Upon Termination
Pay Versus Performance
Certain Transactions
Voting Securities and Principal Holders
Proposal 4: Frequency of "Say-on-Pay" Advisory Vote
Other Information
Information About the Meeting and Voting
Proxy Solicitation
Submission of Shareholder Proposals
Other Business
Section 16(a) Beneficial Ownership Reporting Compliance
Annexes
Annex A: Non-GAAP Financial Measures
Annex B: Peer Comparator Group
Back Cover
Pages
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
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24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
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41
42
43
44
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48
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50
51
52
53
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63
64
65
66
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71
72
73
74
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83
Search
