Elisabeth Nash
SERVICE CORP INTERNATIONALAbout Elisabeth G. Nash
Elisabeth G. Nash is Senior Vice President, Operations Services, and has been a Named Executive Officer (NEO) since 2023; her employment agreement currently runs through December 31, 2025 with annual renewal rights . As of March 11, 2025 her base salary is $580,000 (up from $570,000 in 2024), and her annual target bonus is 80% of base salary, with 2024 cash incentive paid at 72% of target under SCI’s pay‑for‑performance framework . SCI’s long‑term incentives split equally among options, restricted stock, and performance units tied to 3‑year relative TSR (with an ROE floor), and SCI highlights strong long‑term shareholder outcomes including 10‑year TSR of +316% and 2024 revenue of $4.2B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|
External Roles
| Organization | Role | Years | Strategic Impact |
|---|
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $540,000 | $570,000 |
| Target Bonus (% of Salary) | 80% | 80% |
| Actual Cash Incentive Paid ($) | $397,310 | $327,332 |
| All Other Compensation ($) | $317,068 | $255,171 |
| Stock Awards – Grant Date Fair Value ($) | $727,852 | $830,133 |
| Option Awards – Grant Date Fair Value ($) | $325,350 | $335,197 |
- As-of note: Base salary set at $580,000 effective March 11, 2025 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout % | Notes |
|---|---|---|---|---|---|
| Normalized EPS | 1/3 | $3.65 | $3.48 | 15% | Targets exclude specified non‑routine items; constant tax rate |
| Normalized FCF/Share | 1/3 | $4.11 | $4.40 | 200% | Calculated from operating cash flows minus defined capital items |
| Comparable Preneed Production | 1/3 | 102.5% | 98.8% | 0% | Same‑store preneed sales growth definition |
| Customer Satisfaction Modifier (Google stars) | Modifier | ≥4.25 threshold | 4.65 | No adjustment | Modifier only reduces payout if <4.25 |
| Total Annual Cash Incentive Payout | — | — | — | 72% of target | Applies to all NEOs including Nash |
Long‑term incentives: 1/3 stock options, 1/3 restricted stock, 1/3 performance units (TSR vs S&P MidCap 400 with ROE floor); grants are set in February following year‑end results .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock Ownership Guideline | 3× salary; minimum shares required 21,383 |
| Actual Ownership | 221,871 shares; actual salary multiple 31× (exceeds guideline) |
| Hedging/Pledging | Prohibited for officers and directors |
| Deferred Compensation | Executive contributions $1,004,184; company contributions $193,702; balance $26,241,612 (2024) |
| 2024 Option Exercises | 56,100 shares exercised; $3,190,837 value realized; RS vested 4,910; $363,635 value (some RS deferred) |
2024 Grants – Structure and Fair Values
| Award Type | Grant Date | Shares/Units | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Performance Units (TSR) | Feb 14, 2024 | Target 4,900; Max 9,800 | N/A | $487,672 |
| Restricted Stock | Feb 14, 2024 | 4,900 | N/A | $342,461 |
| Stock Options | Feb 14, 2024 | 19,400 | $70.58 | $335,197 |
Outstanding Equity and Vesting Schedules (as of FY 2024)
Restricted Stock vesting (one‑third per year):
| Vest Date | Shares |
|---|---|
| Mar 5, 2025 | 4,823 |
| Mar 5, 2026 | 3,153 |
| Mar 5, 2027 | 1,634 |
| Total | 9,610 |
Performance Units (max units; settle per TSR outcomes, with ROE floor):
| Vest Date | Units |
|---|---|
| Feb 17, 2025 | 10,020 |
| Feb 16, 2026 | 9,120 |
| Feb 15, 2027 | 9,800 |
| Total | 28,940 |
Stock options – position and footnote vesting:
| Expiration | Exercisable | Unexercisable | Exercise Price |
|---|---|---|---|
| Feb 13, 2026 | 42,400 | — | $37.53 |
| Feb 20, 2027 | 34,500 | — | $42.63 |
| Feb 19, 2028 | 44,700 | — | $50.82 |
| Feb 17, 2029 | 30,200 | — | $49.59 |
| Feb 16, 2030 | 18,733 | 9,367 | $59.76 |
| Feb 15, 2031 | 6,433 | 12,867 | $70.34 |
| Feb 14, 2032 | — | 19,400 | $69.98 |
Footnote vesting details:
- 2030 options vest 100% on Feb 16, 2025 .
- 2031 options vest 50% on Feb 16, 2025 and 50% on Feb 15, 2026 .
- 2032 options vest 33% on Feb 16, 2025, 33% on Feb 15, 2026, and 33% on Feb 14, 2027 .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Term | Current term through Dec 31, 2025; annual renewal unless non‑renewal notice |
| Severance – Without Cause | 2 years of bi‑weekly salary continuation; prorated annual bonus; 18 months health benefits |
| Disability/Death | Salary continuation and prorated bonus; 18 months health benefits; death includes salary through end of term and benefits |
| Change of Control – Double‑Trigger | Lump sum equal to 3× (salary + target bonus); prorated target bonus at CoC; 18 months health benefits |
| CoC Definition | ≥20% acquisition, board turnover, merger/asset sale, or liquidation under defined tests |
| Equity Vesting at CoC | Single‑trigger removed for awards granted 2022 onward; vesting only if award not assumed/replaced, or termination without cause/good reason within 60 days before to 2 years after CoC |
| Non‑Compete | 1 year, extendable to 2 years at company option; paid at base salary unless for cause or voluntary quit outside CoC window |
| Tax Gross‑Ups | None in employment agreements |
Potential payments as of Dec 31, 2024 (illustrative, based on assumptions in proxy):
| Scenario | Salary & Bonus ($) | Long‑Term Incentives ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Not for Cause | $1,467,332 | $2,164,783 | $758,711 | $4,390,826 |
| Disability | $590,409 | $2,164,783 | $758,711 | $3,513,903 |
| Death | $897,332 | $2,164,783 | $3,758,711 | $6,820,826 |
| CoC Involuntary/Good Reason | $3,534,000 | $2,555,096 | $758,711 | $6,847,807 |
Compensation Structure Analysis
- Mix and leverage: Nash’s total direct pay is materially at‑risk via equity and performance cash; 2024 cash payout was 72% of target due to below‑target EPS and preneed production offset by max FCF/Share .
- Long‑term alignment: Performance units tie outcomes to 3‑year TSR versus S&P MidCap 400 with an ROE floor; RS and options vest one‑third annually, supporting retention while maintaining performance linkage .
- Governance tightening: Single‑trigger CoC vesting removed for 2022+ grants; hedging and pledging prohibited; equity grant timing set post‑10‑K to reduce MNPI risk .
- Perquisites are modest: 2024 perqs totaled $21,953, including $9,435 for limited personal aircraft use .
- Shareholder sentiment: Say‑on‑pay support was 83.2% in 2024, and the Committee uses Meridian for independent benchmarking .
Investment Implications
- High ownership alignment and low pledging risk: Nash exceeds stock ownership guidelines (31× salary with 221,871 shares) and is prohibited from hedging/pledging—reducing misalignment risk .
- Retention vs. liquidity: Significant unvested equity and deferred comp balance ($26.2M) support retention, but repeated option exercises (56.1K in 2024; 63.5K in 2023) indicate periodic liquidity events—watch for 10b5‑1 plan usage and window timing .
- Performance signal: 2024 incentive payout at 72% reflects disciplined targets and strong cash generation (max FCF/Share), partially offset by softer preneed growth—suggests focus on cash returns and capital discipline into 2025 .
- CoC economics and double‑trigger vesting reduce windfall risk: 3× salary+target bonus with tightened equity vesting mechanics (no automatic single‑trigger) mitigates change‑of‑control overpayment concerns while preserving strategic flexibility .
- Program credibility: Governance features (grant timing after 10‑K, independent consultant) and solid say‑on‑pay support underpin investor confidence in pay‑for‑performance alignment .