Carlos Quezada
CARRIAGE SERVICESAbout Carlos Quezada
Carlos R. Quezada is Carriage Services’ Vice Chair of the Board and Chief Executive Officer; age 54 . He became CEO in June 2023 after serving as President & COO, Executive Vice President & COO, and earlier SVP/VP of Sales & Marketing; prior to CSV he was a Managing Director at Service Corporation International (SCI) from 2009–2020 and holds a Master’s in Management from Tulane University and an MBA in Finance from Universidad Francisco Marroquín . Under his leadership, the Compensation Committee moved to purely metric-based incentives and the company reports Adjusted Consolidated EBITDA growth of more than 11% in 2024 . The company discloses pay-versus-performance, including TSR, as required by Item 402(v), while noting the Compensation Committee did not consider that disclosure in incentive decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carriage Services, Inc. | CEO & Vice Chair | 2023–present | Led shift to metric-based executive incentives; focus on EBITDA growth and capital allocation . |
| Carriage Services, Inc. | President & COO; Executive VP & COO; SVP Sales & Marketing; VP Cemetery Sales & Marketing | 2020–2023 | Built sales and operating framework; scaled revenue-focused departments and systems . |
| Service Corporation International (SCI) | Managing Director | 2009–2020 | Led sales and operations at industry leader; foundational domain expertise . |
| Privately held hospitality companies | CEO/President/COO/Chief Management Officer | Not disclosed | Organization transformation; customer experience and innovation focus . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Other public company boards | None disclosed | N/A | Proxy notes only Dr. Robinson serves on another public board; others (including Quezada) do not . |
Board Governance
- Board service: Director since 2023 (Class II); Vice Chair of the Board; nominee for re-election in 2025 .
- Committee memberships: None (employee director) .
- Independence: Not independent (employee CEO); Board has six independent directors .
- Board leadership: Non-Executive Chair appointed Feb 24, 2025 (Donald D. Patteson, Jr.), mitigating CEO-chair duality concerns .
- Meetings: Board held 12 meetings in 2024; then-current directors attended all Board and committee meetings .
- Director compensation: Employee directors are not separately compensated as directors . Director ownership guideline set at 1x annual retainer within three years .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | $600,000 | |
| 2023 | $702,000 | |
| 2024 | $800,000 | 2024 CEO salary set by Compensation Committee . |
Performance Compensation
Annual Cash Incentive (Short-Term)
| Metric | Weighting | Target | Maximum | Actual Payout | Notes |
|---|---|---|---|---|---|
| Adjusted Consolidated EBITDA Growth | 100% | 125% of base salary | 200% of base salary | $1,750,000 (175% of target; 219% of salary) | Committee determined EBITDA growth best aligned with value creation; all discretionary components removed . |
Long-Term Incentive Awards (2024)
| Element | Grant Date | Quantity | Grant/Exercise Price | Vesting | Valuation Notes |
|---|---|---|---|---|---|
| Restricted Stock | Feb 21, 2024 | 32,670 shares | $24.48 | 3-year, ratable | Grant date fair value computed per ASC 718 . |
| Stock Options | Feb 21, 2024 | 77,370 options | $24.48; 10-year term | 3-year, ratable | Option value $10.34 per share; Black-Scholes . |
| Performance Awards (2020 LTI) | May 2020; performance period ended Dec 31, 2024 | Price CAGR tiers; first tier at $35.78 sustained for 20 days | N/A | Vested and certified Feb 19, 2025 | Included in 2024 compensation of certain NEOs . |
Outstanding Equity (as of Dec 31, 2024)
| Type | Unexercised/Unvested | Key Terms |
|---|---|---|
| Options (exercisable) | 13,333 at $18.02 (exp. 6/25/2030) | |
| Options (unexercisable) | 77,370 at $24.48 (exp. 2/21/2034); plus tranches at $34.79 (2031), $49.48 (2032), $32.69 (2033) | Unexercisable options vest over remaining 2–5 years per tranche . |
| Restricted Stock (unvested) | 42,370 shares (MV $1,688,445 at $39.85) | |
| Performance Shares (vested at 30% CAGR tier) | 56,190 shares; MV $2,239,172 (at $39.85) | Vested upon Committee certification on Feb 19, 2025 . |
2024 Vestings and Withholdings
| Date | Shares Acquired on Vesting | Shares Withheld for Taxes | Value Realized |
|---|---|---|---|
| Feb 22, 2024 | 4,850 | 1,666 | $124,063 |
Equity Ownership & Alignment
| Beneficial Owner | Common Shares | Stock Options | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Carlos R. Quezada | 110,868 | 121,551 | 232,419 | 1.5% |
- Anti‑hedging: Company policy prohibits hedging or derivative transactions in company stock for employees and directors; trading guidelines and clawback policy in place .
- Pledging: No pledging disclosures identified in proxy; insider transactions otherwise monitored via Section 16(a) compliance (all timely in 2024) .
- Ownership guidelines: Director guideline 1x annual retainer; executive guidelines introduced in 2024 to support ownership mindset, but specific multiples not disclosed .
Employment Terms
| Topic | Key Terms |
|---|---|
| Agreement Term | Initial term through Dec 31, 2026 for NEO agreements (standard form) . |
| Severance (No Corporate Change) | CEO: two years base salary continuation plus pro‑rated target annual bonus; benefits continuation (18 months). Example modeled total $2,652,130 at 12/31/2024 . |
| Severance (Following Corporate Change) | CEO: lump sum 3x (base salary + target bonus); benefits continuation (18 months). Equity awards accelerate per plan; modeled total $10,820,483 at 12/31/2024 . |
| Death/Disability | Base salary continuation through term; target bonus; benefits continuation; accelerated vesting per agreements; modeled CEO total $8,020,483 . |
| Change‑of‑Control Equity | Immediate vesting unless replacement awards issued; if replacement awards then full vest on qualifying termination within one year post‑change . |
| Non‑compete/Restrictive Covenants | Executives agree to non‑compete and other restrictive covenants during employment and for a period thereafter (duration not specified in proxy for CEO) . |
| Clawback | Compensation Recovery Policy permits recovery if payments would have been lower after restatement . |
| Tax Gross‑Ups | No excise tax gross‑ups upon change in control . |
| Pension/Deferred Comp | No pension plan; no nonqualified deferred compensation plans in 2024 . |
| Perquisites | Includes dividends on unvested restricted stock; family travel reimbursements for award trips; 401(k) match . |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $343,241,000* | $351,656,000* | $369,983,000* |
| EBITDA ($USD) | $101,940,000* | $103,588,000* | $107,426,000* |
Values retrieved from S&P Global.*
Multi‑Year CEO Compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $600,000 | $540,000 | $0 | $869,000 | $20,251 | $2,029,251 |
| 2023 | $702,000 | $1,250,000 | $475,640 | $368,487 | $16,460 | $2,812,587 |
| 2024 | $800,000 | $1,750,000 | $799,762 | $799,696 | $145,384 | $4,294,842 |
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote support approximately 82%; improvements attributed to adoption of specific financial metrics for incentives and shareholder engagement .
- 2023 support declined, prompting governance enhancements, new directors/committee leadership, and engagement of Pearl Meyer to advise on peer benchmarking and metric‑based plan design; Pearl Meyer did not recommend changes to current NEO pay levels .
Compensation Committee Analysis and Peer Benchmarking
- Committee fully independent; held six meetings in 2024; uses stock ownership guidelines and clawbacks; no option repricing or below‑FMV grants .
- Pearl Meyer engaged to identify a peer group and benchmark NEO compensation; recommendations led to metric‑based incentive plans; no changes to base salary or targets were recommended .
Risk Indicators & Red Flags
- Positive: Elimination of discretionary bonuses; explicit EBITDA growth targets; clawback and anti‑hedging policies; no excise tax gross‑ups; no option repricing .
- Watch items: CFO transition in 2024 (resignation effective July 1, 2024, separation agreement with severance/consulting); new CFO appointed effective January 2, 2025 . CEO dual role as Vice Chair is mitigated by appointment of an independent Non‑Executive Chair in 2025 .
Investment Implications
- Strong pay‑for‑performance tilt: 2024 CEO bonus wholly tied to EBITDA growth with actual payout at 175% of target amid >11% EBITDA growth; suggests high alignment with operating outcomes .
- Retention and selling pressure outlook: Substantial unexercisable options and unvested RSU balances with clear multi‑year vest schedules, plus 2020 performance share vesting, indicate ongoing equity‑based retention; tax‑related share withholding on vestings observed; no pledging disclosed .
- Change‑of‑control economics: CEO’s severance multiple (3x salary+target bonus) and accelerated equity vesting under CoC/replacement award provisions are material; investors should monitor M&A catalysts and governance safeguards .
- Governance quality: Independent chair, independent committees, director ownership guideline, clawbacks, and anti‑hedging strengthen alignment; say‑on‑pay support rebounded to ~82% after metric adoption .
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