Chad Fargason
CARRIAGE SERVICESAbout Chad Fargason
Independent director (Class II) of Carriage Services, Inc. since 2023; age 52. Currently Chief Business Officer at Shiftsmart, Inc. (joined March 2025). Prior roles include Senior Portfolio Manager at Vaughan Nelson Investment Management (2013–2024; ~$18B AUM) and a decade at KKR & Co., Inc. Degrees: B.A. in Mathematics (Rice University) and M.A./Ph.D. in Mathematics (Duke University). Independence affirmed by the Board under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carriage Services, Inc. (CSV) | Non-Executive Chair of the Board | Mar 7, 2024 – Feb 24, 2025 | Succeeded by Donald D. Patteson, Jr. on Feb 24, 2025 |
| CSV | Chair, Corporate Governance Committee | Prior to May 14, 2024 | Julie Sanders elected Chair on May 14, 2024, following Fargason’s move to Non-Executive Chair |
| Vaughan Nelson Investment Management | Senior Portfolio Manager | 2013 – 2024 | Portfolio management at ~$18B AUM investment firm |
| KKR & Co., Inc. | Investment professional | ~10 years | Global investment experience |
External Roles
| Organization | Role | Start | Public/Private | Notes |
|---|---|---|---|---|
| Shiftsmart, Inc. | Chief Business Officer | Mar 2025 | Private | Workforce solutions; executive role (not a directorship) |
Board Governance
- Current committee memberships: Audit, Compensation, Corporate Governance; all independent directors are strongly encouraged to attend meetings .
- Committee chairs (as of record date): Audit—Dr. Edmondo Robinson (Chair); Compensation—Somer Webb (Chair); Corporate Governance—Julie Sanders (Chair). Fargason serves as a member on all three committees .
- Attendance/engagement: Board held 12 regular meetings in 2024 plus 7 unanimous written consents; all then-current directors attended all Board meetings and the 2024 Annual Meeting .
- Independence: Board determined Fargason is independent under NYSE and SEC Item 407(a) .
- Leadership changes: Patteson elected Non-Executive Chair on Feb 24, 2025; Robinson elected Audit Chair the same day (reflecting Patteson’s transition) .
Fixed Compensation
Director compensation structure (effective April 2, 2024):
| Component | Amount | Notes |
|---|---|---|
| Independent Director annual retainer | $150,000 | Paid quarterly ($37,500), in cash and/or unrestricted stock at director’s election |
| Chair – Board (if independent) | $20,000 | Additional annual retainer; paid quarterly |
| Chair – Audit | $20,000 | Additional annual retainer; paid quarterly |
| Chair – Compensation | $15,000 | Additional annual retainer; paid quarterly |
| Chair – Corporate Governance | $10,000 | Additional annual retainer; paid quarterly |
| New director one-time grant | $25,000 | Cash or unrestricted common stock; vests immediately |
Chad Fargason – Actual 2024 director compensation:
| Year | Fees Paid in Cash ($) | Fees Paid in Stock ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 105,058 | 123,060 | — (0) | 228,118 |
Quarterly retainer stock elections (shares issued and grant-date prices):
| Quarter-end (2024) | Shares | Price |
|---|---|---|
| Mar 29 | 1,365 | $27.04 |
| Jun 28 | 1,627 | $26.84 |
| Sep 30 | 1,294 | $32.83 |
| Dec 31 | — | — |
Notes:
- One-time $12,500 fee for a special committee (concluded early 2025) and a $50,000 fee tied to the strategic alternatives review (approved Jan 22, 2024) were included in 2024 director cash fees .
Performance Compensation
| Item | Structure | 2024 Value |
|---|---|---|
| Performance-based equity (PSUs) | Not part of non-employee director pay program | None; 2024 Stock Awards for Fargason: $0 |
| Options | Not part of 2024 director comp for Fargason | None |
| Meeting fees | Not in policy; retainer-based model | None disclosed beyond special committee fee |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None (Board prefers candidates not serving on numerous public company boards) |
| Compensation committee interlocks | None; directors on Compensation Committee (including Fargason) were not officers/employees and had no substantial business dealings requiring disclosure |
Expertise & Qualifications
- Capital allocation, valuations, investment oversight from buy-side and private equity experience (Vaughan Nelson, KKR) .
- Advanced quantitative background (M.A./Ph.D. in Mathematics), supports risk oversight and financial sophistication .
- Familiarity with governance leadership (former Non-Executive Chair; prior Corporate Governance Chair) .
Equity Ownership
| Holder | Common Shares | Stock Options | Ownership % |
|---|---|---|---|
| Chad Fargason | 25,926 | — | <1% |
- Director share ownership guideline and retention policy: minimum ownership equal to 1× annual director retainer, to be met within the later of 3 years from Apr 2, 2024 (effective date) or 3 years from joining the Board .
- Insider Trading and Anti-Hedging Policy prohibits hedging/derivative transactions in Company stock .
- Pledging: No pledging or related-party share collateral arrangements disclosed for Fargason; no reportable related-party transactions since Jan 1, 2024 .
Shareholder Voting Signals
Director election (May 13, 2025):
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Chad Fargason | 9,649,331 | 1,422,841 | 1,906,618 |
| Carlos R. Quezada | 9,818,235 | 1,253,937 | 1,906,618 |
| Dr. Edmondo Robinson | 10,476,557 | 595,616 | 1,906,618 |
Say-on-Pay (2025 advisory):
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 10,506,939 | 544,899 | 20,334 | 1,906,618 |
Related Party Transactions
- Policy: Formal identification, review, and approval process led by the Audit Committee; pre-approval carve-outs for certain categories; annual questionnaires to directors/executives .
- Activity: No reportable related-party transactions since January 1, 2024 .
Insider Trades (Section 16 Summary)
| Item | Status |
|---|---|
| Timely filings of Forms 3/4/5 (FY 2024) | Yes (Company believes all were timely) |
| Most recent Form 4 transactions for Fargason | Not disclosed in proxy materials |
Governance Assessment
- Strengths: Independent director with deep investment and capital allocation expertise; service across Audit, Compensation, and Corporate Governance committees enhances board effectiveness; 100% attendance in 2024; strong anti-hedging policy; adoption of director ownership guidelines (1× retainer within 3 years) supports alignment .
- Alignment: Mixed cash/stock retainer elections with documented quarterly share grants; beneficial ownership of 25,926 shares; no options; no pledging disclosed; no related-party transactions .
- Compensation structure: Clear, retainer-driven model with transparent chair fees; one-time fees tied to special committee and strategic alternatives review were disclosed and time-bound, limiting ongoing conflicts .
- Shareholder signals: Higher “withhold” votes for Fargason relative to Robinson (1.42M vs. 0.60M withheld) may indicate investor scrutiny; advisory say-on-pay support was strong in 2025 (10.51M For) .
- RED FLAGS: Elevated withhold votes versus a peer nominee (Robinson) in 2025 director elections (1,422,841 withheld) warrant monitoring of shareholder sentiment and engagement strategy . No other red flags identified (no related-party transactions; no interlocks; full attendance; anti-hedging in place) .