Donald Patteson Jr.
CARRIAGE SERVICESAbout Donald D. Patteson, Jr.
Independent Non-Executive Chair of the Board at Carriage Services, Inc. (CSV). Age 79; director since 2011; appointed Non-Executive Chair effective February 24, 2025. Former founder/Chairman/CEO of Sovereign Business Forms, Inc.; prior Managing Director at Sovereign Capital Partners. Holds a B.A. and an M.B.A. (finance) from the University of Texas. Independent under NYSE and SEC rules, with audit committee financial expert designation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sovereign Business Forms, Inc. | Founder; Chairman of the Board; Chief Executive Officer | CEO Aug 1996–Aug 2008; company sold Jun 2014 | Led consolidation in printing industry; executive and financial management experience; major transactions expertise |
| Sovereign Capital Partners | Managing Director | Prior to Sovereign Business Forms | Leveraged buyouts; capital allocation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rosetta Resources Inc. | Director | Until 2015 | Former public company board service |
| Cal Dive International, Inc. | Director | Until 2015 | Former public company board service |
| Current public company boards | — | None | CSV Board preference is single-board focus; except Dr. Robinson, no directors serve on other public company boards |
Board Governance
- Role: Non-Executive Chair of the Board (effective Feb 24, 2025); independent director since 2011; previously Audit Committee Chair prior to becoming Chair .
- Committee memberships (as of record date): Compensation, Audit, Corporate Governance; Non-Executive Chair (C). Audit Committee Chair transitioned to Dr. Robinson on Feb 24, 2025 .
- Independence: Board affirmed independence for Patteson under NYSE and Item 407(a) of Regulation S‑K .
- Attendance/engagement: Board held 12 meetings in 2024 and acted by unanimous written consent 7 times; each then-current director attended all Board and committee meetings; Annual Meeting attendance by all directors .
- Financial expertise: Audit committee financial expert designation for Patteson (with Robinson, Sanders, Webb) .
- Governance enhancements: Move to annual election of all directors starting in 2026 .
- Compensation committee interlocks: None; committee members (including Patteson) were independent and had no disclosable dealings under Related Party Transactions Review Policy .
Committee Assignments (CSV Board)
| Director | Compensation | Audit | Corporate Governance |
|---|---|---|---|
| Donald D. Patteson, Jr. (I)(C) | Member | Member (prior Chair) | Member |
| Key notes | — | Audit Chair role shifted to Dr. Robinson on Feb 24, 2025 | Corporate Governance chair: Julie Sanders |
Fixed Compensation
- Director Compensation Policy (effective April 2, 2024): Independent director annual retainer $150,000 (paid quarterly at $37,500 in cash and/or unrestricted common stock at director’s election); Board Chair retainer $20,000; Audit Chair $20,000; Compensation Chair $15,000; Corporate Governance Chair $10,000; no member-level committee fees; retainers vest immediately if taken in stock; new independent director one-time grant $25,000 (cash or stock) vesting immediately .
- Share ownership guidelines for directors: Minimum share ownership equal to 1× annual retainer; compliance within the later of 3 years from April 2, 2024 or 3 years after joining the Board .
2024 Director Compensation Summary (Patteson)
| Name | Fees Paid in Cash ($) | Fees Paid in Stock ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Donald D. Patteson, Jr. | 229,341 | — | — | 229,341 |
- Notes: Includes $50,000 fee approved Jan 22, 2024 related to conclusion of strategic alternatives review; $12,500 fee for special committee participation in 2024 (concluded early 2025) .
Performance Compensation
- Director compensation is not performance-based; no disclosed pay metrics (e.g., TSR, EBITDA) tied to non-employee director pay. Policy permits cash or unrestricted stock for retainers; no PSUs/options for directors disclosed in 2024 director table .
| Performance Metric | Description | Status |
|---|---|---|
| Metrics tied to director compensation | Financial/ESG thresholds for director retainers/grants | None disclosed |
Other Directorships & Interlocks
| Person | Current Public Company Boards | Prior Public Company Boards | Potential Interlocks |
|---|---|---|---|
| Donald D. Patteson, Jr. | None (per CSV preference) | Rosetta Resources Inc.; Cal Dive International, Inc. (until 2015) | None disclosed with CSV competitors/suppliers/customers |
Expertise & Qualifications
- Executive leadership as CEO/CFO; capital allocation and major transactions experience (Founder/Chairman/CEO Sovereign Business Forms; leveraged buyouts at Sovereign Capital Partners) .
- Financial literacy; audit committee financial expert designation .
- Board chair experience; deep tenure at CSV since 2011 .
Equity Ownership
| Holder | Common Stock (Direct/Indirect) | Stock Options | Total Beneficial Ownership | % of Common Stock |
|---|---|---|---|---|
| Donald D. Patteson, Jr. | 64,414 (includes 1,000 held by spouse’s trust; Patteson has POA) | — | 64,414 | <1% |
- Anti-hedging: CSV’s Insider Trading and Anti-Hedging Policy prohibits hedging and derivative transactions in company stock by employees and directors .
- Ownership guideline: 1× annual retainer; 3-year compliance window; no individual compliance status disclosed .
Governance Assessment
-
Positives
- Independent Non-Executive Chair; clear separation from CEO; strengthened governance in 2024–2025 including committee chair refresh and move to annual director elections in 2026 .
- Strong engagement and attendance: full Board and committee attendance in 2024; Annual Meeting participation by all directors .
- Audit Committee expertise: Patteson designated audit committee financial expert; robust audit oversight and PCAOB-required independence confirmations for external auditor .
- Alignment mechanisms: director share ownership guidelines (1× retainer) and option to take retainers in stock; anti-hedging policy in place .
- No related-party transactions reported since Jan 1, 2024 .
- Shareholder responsiveness: say-on-pay support improved to ~82% in 2024 following metric-based incentives for executives (signal of broader governance reforms) .
-
Watch items / potential red flags
- Advanced age and long tenure: age 79; director since 2011. CSV does not have term limits; Board cites benefits of historical insight; annual elections planned for 2026 partly mitigate entrenchment concerns .
- Cash-heavy director pay mix for Patteson in 2024 (no stock elected), though policy allows stock election; not necessarily a red flag but reduces visible ownership alignment versus peers who elect stock retainer .
- Special committee fees: $50,000 strategic alternatives review and $12,500 special committee fee; common in event-driven periods but merits monitoring for frequency/magnitude .
Overall, Patteson’s independent chair role, attendance, and audit expertise support board effectiveness; lack of related-party exposure and explicit anti-hedging policy bolster investor confidence, while tenure/age and cash-heavy director pay are areas to watch.