Steven Metzger
CARRIAGE SERVICESAbout Steven Metzger
Steven D. Metzger is President & Secretary of Carriage Services (CSV), age 47, with legal and compliance roots and a promotion to President in June 2023 after joining Carriage in May 2018. He holds a B.A. in Government and a J.D. from the University of Texas at Austin. In 2024, executive incentives were fully metric-based on Adjusted Consolidated EBITDA growth, which grew by more than 11%; his annual cash incentive paid at 175% of target. Company operating momentum in 2025 included Q3 revenue up 2% YoY, adjusted EPS +17.2% YoY, and leverage lowered to 4.1x alongside resumed acquisitions, indicating execution on growth and balance sheet priorities.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carriage Services | President & Secretary (since June 2023); previously EVP, Chief Administrative Officer, General Counsel & Secretary | 2018–present | Elevated to President while retaining Secretary role; leadership in corporate governance and administration |
| Publicly traded restaurant company | Senior Vice President, General Counsel & Secretary | — | Led legal and governance for a public issuer |
| Service Corporation International (SCI) | Managing Counsel (Legal Department); Chief Compliance Officer for SCI’s registered investment advisor | ~7 years | Drove legal, compliance and RIA oversight at industry peer |
| Houston law firm | Litigator | — | Early-career litigation experience |
External Roles
No external public company directorships or committee roles disclosed in retrieved materials.
Fixed Compensation
Multi-year compensation (Summary Compensation Table)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $500,000 | $551,000 | $600,000 |
| Bonus | $337,500 | $937,500 | $1,312,500 |
| Stock Awards (grant-date fair value) | $0 | $396,203 | $525,096 |
| Option Awards (grant-date fair value) | $695,200 | $307,073 | $524,655 |
| All Other Compensation | $12,791 | $17,827 | $126,748 |
| Total | $1,545,491 | $2,209,603 | $3,088,999 |
2024 annual cash incentive plan (paid in 2025)
| Item | Value |
|---|---|
| Base Salary | $600,000 |
| Target Bonus % of Salary | 125% |
| Target Bonus ($) | $750,000 |
| Metric | Adjusted Consolidated EBITDA growth (100% weighting) |
| Outcome | Company Adj. Consolidated EBITDA grew >11% in 2024 |
| Payout as % of Target | 175% |
| Actual Bonus Paid | $1,312,500 |
Performance Compensation
Long-term incentives – 2024 annual grants (Feb 21, 2024)
| Instrument | Grant Date | Quantity | Price/Strike | Vesting | Term | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Restricted Stock | 2/21/2024 | 21,450 shares | $24.48 | 3-year vest | — | Included in total below |
| Stock Options | 2/21/2024 | 50,760 options | $24.48 | 3-year vest | 10 years | Included in total below |
| Total LTI (2024) | 2/21/2024 | — | — | — | — | $1,049,751 |
Notes:
- The Compensation Committee will replace stock options with performance awards beginning with 2025 LTI grants.
- 2020 performance-based LTI Award vested on 12/31/2024 after achieving sustained stock price growth thresholds (first tier required $35.78 for 20 consecutive trading days).
Outstanding equity awards at FY 2024 year-end (Metzger)
| Type | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock Options (Grant tranche) | 30,000 | 20,000 | $34.79 | 2/17/2031 |
| Stock Options (Grant tranche) | 11,430 | 28,570 | $49.48 | 2/23/2032 |
| Stock Options (Grant tranche) | 8,750 | 17,500 | $32.69 | 2/22/2033 |
| Stock Options (2024 grant) | — | 50,760 | $24.48 | 2/21/2034 |
| Restricted Stock (unvested) | 29,530 shares | — | — | — |
| Market Value of Unvested RS | $1,176,771 | — | — | — |
| Performance Awards (unearned) | 56,190 units | — | — | — |
| Payout Value (unearned PA) | $2,239,172 | — | — | — |
2024 vesting events
| Date | Shares Acquired on Vesting | Shares Withheld for Taxes | Value Realized on Vesting |
|---|---|---|---|
| 2/22/2024 | 4,040 | 1,388 | $103,343 |
Equity Ownership & Alignment
Beneficial ownership (as of March 14, 2025)
| Holding | Amount |
|---|---|
| Common Stock | 84,471 shares |
| Stock Options (within 60 days) | 91,564 |
| Total Beneficially Owned | 176,035 |
| Percent of Common Stock | 1.1% |
- 10b5-1 Plan: Entered Nov 25, 2024; authorizes sales up to 11,001 shares via limit order at $40 per share from Mar 6, 2025 through Jan 30, 2026; intended for diversification and in accordance with Insider Trading & Anti-Hedging Policy.
- Insider Trading/Anti-Hedging: Company policy prohibits hedging and derivative transactions in company stock; pre-clearance and blackout periods apply to Section 16 officers.
- Stock Ownership Guidelines: Company introduced new stock ownership guidelines for Executive Leadership and Board in 2024; director guideline equals 1x annual retainer.
Employment Terms
Potential payments if termination occurred on December 31, 2024 (assumes stock at $39.85):
| Scenario | Cash (Salary/Bonus) | Benefits Continuation | Equity Acceleration | Total |
|---|---|---|---|---|
| Death or Disability | Base salary $1,200,000; Target bonus $750,000 | $16,155 | $4,422,623 | $6,388,778 |
| Termination without Cause (no Corporate Change) | Cash severance $1,950,000 | $16,155 | — | $1,966,155 |
| Termination without Cause (following Corporate Change) | Cash severance $2,700,000 | $16,155 | $4,422,623 | $7,138,778 |
Additional governance provisions:
- Clawback: Compensation Recovery Policy in place to recoup incentive compensation after restatement; also trading guidelines for officers/directors.
- No excise tax gross-ups upon change-in-control; no option repricing.
Performance & Track Record
- 2024 outcomes tied to incentives: Adj. Consolidated EBITDA growth exceeded 11%, and 2024 cash bonus plans were 100% metric-based (no discretionary component).
- 2025 operating momentum: Q3 total revenue +2% YoY; adjusted diluted EPS +17.2% YoY; leverage reduced to 4.1x while executing portfolio optimization and acquisitions.
- Q2 2025 context: GAAP EPS $0.74; adjusted EPS $0.74; operating income margin 23.5% (vs 18.0% prior-year); leverage ratio reduced to 4.2x; revised 2025 outlook raised.
Compensation Structure Analysis
- Shift to fully metric-based incentives improved alignment; 2024 say-on-pay support increased to ~82% after introducing specific financial metrics (notably Adj. Consolidated EBITDA growth).
- LTI mix evolution: 2024 included RS + options; from 2025, options replaced with performance awards, increasing pay-for-performance sensitivity.
- Use of independent consultant (Pearl Meyer) to benchmark and advise on program design; recommended metric-based plans and no changes to current NEO pay levels.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~82%, up sharply from 2023, attributed to shareholder engagement and adoption of metric-based incentive plans.
Investment Implications
- Alignment: High at-risk pay, 100% metric-based annual bonus and shift to performance-based LTI from 2025 strengthen shareholder alignment and reduce discretionary risk.
- Retention vs. dilution: Significant unvested RS/option overhang and unearned performance awards (56,190 units; $2.24M payout value at YE 2024) create retention hooks while tying upside to performance.
- Selling pressure: 10b5-1 plan permits up to 11,001 share sales through Jan 2026 at a $40 limit, which may create intermittent supply but is structured under policy for diversification.
- Governance risk mitigants: Anti-hedging, clawback, no CIC excise tax gross-ups, and structured blackouts/pre-clearance lower governance red flags; improved say-on-pay supports program credibility.