Rob Franch
CARRIAGE SERVICESAbout Rob Franch
Rob P. Franch, age 51, is Chief Information Officer (CIO) of Carriage Services (CSV); he joined in April 2022 and is a graduate of the University of Iowa . In 2024, executive cash incentives were fully formulaic and tied to Adjusted Consolidated EBITDA growth; management reported Adjusted Consolidated EBITDA grew by more than 11% in 2024, and bonuses were paid against this metric . In 2024, Mr. Franch’s base salary was $365,000 and his 2024 bonus paid in 2025 was $319,375 (88% of salary), reflecting 200% performance factor and 175% payout vs target; his 2024 long-term incentive (LTI) grant (options and restricted stock) had a grant-date fair value of $524,508 . CSV will replace options with performance awards beginning with 2025 LTI grants, increasing the performance-linked mix prospectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cushman & Wakefield | Chief Technology Officer | 2014–2022 | Led application, infrastructure and collaboration delivery to 48,000+ colleagues across 60 countries . |
| AON Corporation | Senior leadership roles (technology) | Not disclosed | Prior senior leadership roles; details not specified . |
| Bank of America | Senior leadership roles (technology) | Not disclosed | Prior senior leadership roles; details not specified . |
| LaSalle Bank | Senior leadership roles (technology) | Not disclosed | Prior senior leadership roles; details not specified . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 365,000 | 50% | 182,500 | 319,375 |
| 2023 | 350,000 | — | — | 175,000 |
| 2022 | 259,000 | — (min. 50% thereafter) | 200,000 (for 2022 per agreement) | 250,000 |
Performance Compensation
- 2024 Annual Cash Incentive (STI) structure: 100% tied to Adjusted Consolidated EBITDA growth; no discretionary component .
| Metric | Weighting | Target | Actual/Performance | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted Consolidated EBITDA growth (Company) | 100% | 50% of base salary = $182,500 | Company performance factor 200% | 175% of target; paid $319,375 | Committee determined 2024 achievement and payout in Feb 2025 . |
- Long-Term Incentive (2024 grants; options + restricted stock; 3-year vesting; 10-year option term):
| Grant Type | Grant Date | Shares/Options | Exercise/Grant Price ($) | Vesting | Grant-date Fair Value ($) |
|---|---|---|---|---|---|
| Restricted Stock | 2/21/2024 | 10,710 | 24.48 | 3-year vest | Included in $524,508 total LTI value |
| Stock Options | 2/21/2024 | 25,380 | 24.48 | 3-year vest; 10-year term | Included in $524,508 total LTI value |
- Outstanding equity and vesting (as of 12/31/2024):
| Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RS (#) | RS Market Value ($) |
|---|---|---|---|---|---|---|
| Stock Options (2/22/2033) | 5,250 | 10,500 | 32.69 | 2/22/2033 | — | — |
| Stock Options (2/21/2034) | — | 25,380 | 24.48 | 2/21/2034 | — | — |
| Restricted Stock | — | — | — | — | 15,550 | 619,668 |
- 2024 vesting and exercises:
| Date | Option Exercises (#) | Option Exercise Value ($) | Stock Vested (#) | Value Realized on Vest ($) | Notes |
|---|---|---|---|---|---|
| 2/22/2024 | — | — | 2,420 | 61,904 | 831 shares withheld for taxes . |
2025 LTI design change: Options will be replaced with performance awards beginning in 2025, increasing performance-based equity mix .
Equity Ownership & Alignment
| Holder | Common Stock (#) | Stock Options (within 60 days) (#) | Total Beneficially Owned (#) | % of Common Stock |
|---|---|---|---|---|
| Rob P. Franch | 21,373 | 18,960 | 40,333 | <1% |
- Executive ownership guidelines: CSV introduced stock ownership guidelines for the Executive Leadership team; specific multiples not disclosed in retrieved text .
- Anti-hedging and clawback: Hedging and derivative transactions in CSV stock are prohibited for all employees and directors; CSV maintains a Compensation Recovery Policy (clawback) to recoup incentive payments if they would have been lower based on restated results .
- No excise tax gross-ups upon change in control; no option repricing; options granted at or above fair market value .
Employment Terms
- Agreement term and renewal: Executive employment agreements for current officers have an initial term through December 31, 2026 (identical agreements except as noted) . Mr. Franch’s filed agreement is dated April 1, 2022, with a three-year initial term and automatic one-year renewals unless non-renewed 60 days before expiration .
- Position and location: Serves as CIO; primary office in Houston, Texas .
- Base salary and bonus framework: Minimum base salary $350,000 per year; eligible for annual incentive award; for 2022, target bonus was $200,000; thereafter target set annually and not less than 50% of base salary .
- LTI eligibility: Eligible under the 2017 Omnibus Incentive Plan; terms per award agreements .
- Severance (non-CIC): If terminated without Cause outside a Corporate Change Period, continued base salary payments for 24 months plus pro rata target bonus for year of termination, subject to release; COBRA subsidy available per terms .
- Severance (CIC/double-trigger): If terminated without Cause or resigns for Good Reason within a Corporate Change Period, lump sum equals 2x (base salary + target annual bonus), subject to release .
- Potential payouts (scenario values as of 12/31/2024 from proxy):
| Scenario | Cash (Base/Severance) ($) | Target Bonus ($) | Benefits Continuation ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Death or Disability | 730,000 | 182,500 | — | 1,084,938 | 1,997,438 |
| Termination w/o Cause (no Corporate Change) | 547,500 | — | — | — | 547,500 |
| Termination w/o Cause (following Corporate Change) | 1,095,000 | — | — | 1,084,938 | 2,179,938 |
- Non-compete and non-solicit: Two-year post-termination non-competition (within “Restricted Territory” covering counties where CSV operates and within 50 miles adjacent) and two-year non-solicitation of employees/contractors .
- Competitor list referenced in restriction: SCI, StoneMor Partners, NorthStar Memorial Group, Park Lawn, Legacy Funeral Group, Foundation Partners Group, and any new entity aggregating 10+ locations from the listed parties .
- Good Reason (for resignation): Material breach by company; material diminution of duties; 10%+ reduction in base+target; relocation >50 miles; with notice and cure requirements .
- Post-termination cooperation: Up to 12 months availability for reasonable assistance at agreed consulting fee .
- 280G cutback: Payments reduced to avoid excise tax if applicable (no gross-up) .
Investment Implications
- Pay-for-performance alignment: 2024 STI was 100% driven by an explicit financial metric (Adjusted Consolidated EBITDA growth); payouts reflected strong execution (200% performance factor/175% payout), indicating formulaic linkage between results and cash pay .
- Trend toward performance equity: 2025 LTI will replace options with performance awards, increasing multi-year performance sensitivity and potentially improving alignment and reducing option-driven dilution .
- Retention dynamics: Unvested restricted stock (15,550 shares; ~$620k at 12/31/2024) and unvested options (35,880 options across 2033–2034 maturities) create meaningful unvested value, supporting retention through the vesting horizon .
- Change-in-control economics: Double-trigger severance equal to 2x (base + target bonus) plus equity acceleration is competitive but not excessive; absence of excise tax gross-ups is shareholder-friendly .
- Insider selling pressure: No option exercises in 2024; stock vesting in 2024 net-settled for taxes (2/22/2024), which is neutral from a selling-pressure standpoint .
- Ownership alignment: Beneficial ownership <1% (40,333 total incl. options within 60 days); CSV has executive ownership guidelines and an anti-hedging policy with clawback, which partially offsets modest direct ownership .