Kathryn Shanley
CARRIAGE SERVICESAbout Kathryn Shanley
Kathryn Shanley, 56, is Chief Accounting Officer (Principal Accounting Officer) at Carriage Services (CSV). She joined Carriage in March 2024 and served as Interim Principal Financial Officer from June 6, 2024 until January 2, 2025, when a new CFO commenced . A CPA, she spent three decades at Service Corporation International (SCI) in progressively senior accounting roles and holds M.S. and B.S. degrees in Business Administration from LeTourneau University . Under the executive team’s 2024 pay-for-performance framework, bonuses were tied 100% to Adjusted Consolidated EBITDA growth; Carriage reported companywide Adjusted Consolidated EBITDA growth of more than 11% for 2024 and delivered strong Q3 2024 results (revenue +11.3% y/y; Adjusted Consolidated EBITDA +26.7% y/y; guidance raised) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Carriage Services | Chief Accounting Officer (Principal Accounting Officer) | 2024–present | Principal Accounting Officer overseeing financial reporting and controllership; interim coverage of PFO role during CFO transition |
| Carriage Services | Interim Principal Financial Officer (PFO) | 6/6/2024–1/2/2025 | Bridged CFO transition; maintained finance continuity |
| Service Corporation International (SCI) | Assistant Vice-President & Assistant Controller | 2014–2024 | Led financial reporting, general accounting and auditing functions |
| Service Corporation International (SCI) | Director of Operational Accounting | 2011–2014 | Led operational accounting |
| Service Corporation International (SCI) | Various roles of increasing responsibility | 1994–2011 | Progressive leadership across accounting and audit functions |
External Roles
No public-company directorships or external board roles are disclosed for Ms. Shanley in the proxy .
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Annual base salary rate | $325,000 |
| Salary paid (partial year) | $244,000 (joined Mar-2024) |
| Target bonus % of salary | 50% |
| Target bonus ($) | $162,500 |
| Payout factor (vs. target) | 175% (metric: Adjusted Consolidated EBITDA growth) |
| Actual cash bonus paid (for 2024, paid in 2025) | $284,375 |
| All other compensation | $5,000 (401(k) match) |
| Pension/SERP | None (no pension; no nonqualified deferred comp in 2024) |
Performance Compensation
| Incentive type | Performance metric | Weighting | Target | Actual | Payout factor | Payout/vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus (2024) | Adjusted Consolidated EBITDA growth | 100% | Not disclosed | Company achieved >11% growth in 2024 | 175% of target | $284,375; cash paid in 2025 for 2024 performance |
| Long-term equity (2024) | — | — | — | — | — | No 2024 LTI grant (joined after annual issuance) |
Notes:
- Company shifted LTI design to use performance awards (replacing options) beginning with 2025 awards, enhancing pay-for-performance alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (common shares) | 6,189 shares |
| Ownership as % of shares outstanding | <1% (denoted “*” in table) |
| Options – exercisable / unexercisable | 0 / 0 (no outstanding options) |
| Unvested RSUs/PSUs | 0 (none outstanding at 12/31/2024) |
| Shares pledged as collateral | Not disclosed in proxy |
| Executive stock ownership guidelines | Introduced for Executive Leadership in 2024; specific multiples not disclosed |
| Compliance with ownership guidelines | Not disclosed |
| Anti-hedging policy | Hedging and derivative transactions prohibited for employees and directors |
| Clawback policy | Compensation Recovery Policy allows clawback upon restatement reducing payout |
Implication: With no unvested equity at year-end and no options, near-term forced selling pressure to cover vesting taxes appears minimal based on disclosed holdings .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | March 25, 2024 |
| Current role | Chief Accounting Officer (Principal Accounting Officer) |
| Interim PFO service | 6/6/2024–1/2/2025 |
| Employment agreement term | Initial term through December 31, 2026 (NEO agreements) |
| Severance – termination without cause (no Corporate Change) | $487,500 (one year base salary continuation plus pro‑rated target bonus) |
| Severance – termination without cause following Corporate Change | $975,000 (2x base salary + target bonus, paid lump sum) |
| Benefits continuation | 18 months; estimated $817 in the tabular illustration |
| Equity acceleration on change in control | 2017 Plan provides immediate vesting upon change of control unless replacement awards are provided; if replacement awards are issued, unvested awards vest upon qualifying termination within one year (double-trigger) |
| Non-compete / restrictive covenants | Executive agreements include non-competition and restrictive covenants; duration not specified for Ms. Shanley in proxy |
| Excise tax gross-ups | None upon change in control (Company policy) |
Investment Implications
- Pay-for-performance alignment: 2024 bonus was entirely formulaic and tied to EBITDA growth; payout at 175% of target reflects achievement above goals amid >11% Adjusted Consolidated EBITDA growth, supporting linkage between pay and outcomes .
- Retention and turnover risk: Contractual protections include 1x salary-plus-bonus severance (2x upon change in control), standard benefits continuation, and double-trigger equity treatment under the 2017 Plan—market-consistent terms that help retention without excessive golden parachute risk .
- Insider selling pressure: With no outstanding unvested equity or options at 12/31/2024, near-term supply from scheduled vesting appears limited; future 2025 LTI grants (designed as performance awards) could introduce multi-year vesting but also increase alignment with long-term value creation .
- Governance quality: Anti-hedging and clawback policies, no excise tax gross-ups, an improved 2024 say-on-pay result (~82% support), and the move toward performance-based LTI support investor-friendly compensation practices .
- Execution context: She stabilized the finance function as Interim PFO during the CFO transition, then returned to CAO upon the new CFO’s arrival; the company simultaneously reported improving operating trends (Q3 2024 revenue +11.3% y/y; Adjusted Consolidated EBITDA +26.7% y/y; raised FY24 outlook), which underpinned higher variable pay outcomes .