Sara Martinez Tucker
SERVICE CORP INTERNATIONALAbout Sara Martinez Tucker
Independent director since 2018 (age 69); Chair of the Audit Committee and member of the Nominating & Corporate Governance Committee. MBA from The University of Texas at Austin; prior executive and government roles provide financial literacy and technology/government expertise relevant to SCI’s oversight needs . The Board affirmed 9 of 10 directors are independent; SCI’s Audit, Compensation, and Nominating & Corporate Governance Committees are composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Math & Science Initiative | CEO | 2013–2015 | Led STEM performance initiatives; executive leadership experience |
| U.S. Department of Education | Under Secretary of Education | 2006–2008 | Government/regulatory insight; human capital management |
| University of Texas System Board of Regents | Chair (2017–2018); Regent | 2015–2019 | Governance oversight responsibilities |
| AT&T | Vice President | 1991–1996 | Technology/business operations experience |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| American Electric Power | Director | Current | Public company board service |
| Nationwide Mutual Insurance Company | Board Member | Current | Insurance governance exposure |
| University of Notre Dame | Board of Fellows and Board of Trustees | Current | Non-profit governance |
| Cornerstone OnDemand, Inc. | Director | Prior | Public company experience |
| Xerox Corporation | Director | Prior | Public company experience |
| Sprint Corporation | Director | Prior | Public company experience |
Board Governance
- Committee leadership: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Audit Committee composition and expertise: all members independent, financially literate, and designated “Financial Experts”; met 8 times in 2024; committee attendance 94%; regular sessions with PwC and internal audit without management .
- Board activity and independence: 6 Board meetings and 20 committee meetings in 2024; combined attendance 97%; each committee had at least 94% attendance .
- Executive sessions chaired by the Lead Independent Director at every regular Board meeting .
- Governance refresh: SCI updated Corporate Governance Guidelines and Audit Committee Charter in 2024 to limit director service on public boards/audit committees; proxy access adopted in 2023; clawback policy adopted in 2023 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (2024) | $92,500 | Retainer increased to $100,000 effective Nov 15, 2024; directors received $92,500 for full-year due to timing |
| Audit Committee Chair fee | $25,000 | Chair additional cash retainer |
| Total cash (Tucker, 2024) | $117,500 | Includes base plus Audit Chair fee |
Performance Compensation
| Component | Amount | Terms/Features |
|---|---|---|
| Annual stock award (target per director) | $180,000 | Target increased to $190,000 effective Nov 15, 2024 |
| Stock award received (Tucker, 2024) | $180,052 | Annual director grant value |
| Anti-hedging/pledging policy | Prohibited for Directors | Adopted 2013; prohibits hedging or pledging SCI equity |
| Clawback policy | Adopted 2023 | Incentive award recoupment for restatements; applies to officers; strengthens pay integrity |
SCI does not disclose director equity vesting schedules in the proxy; grants are market-based and reviewed by the Nominating & Corporate Governance Committee with Meridian benchmarking .
Other Directorships & Interlocks
| Potential Interlock/Conflict | Disclosure |
|---|---|
| Related-party transactions | No related-person transactions disclosed involving Tucker in 2024; disclosed items involved Buckwalter family employment and Waring family leases . |
| Board service limits | 2024 updates added limits on public board and audit committee service, mitigating overboarding risk . |
Expertise & Qualifications
- Technology and government/regulatory experience via AT&T leadership and Department of Education role; human capital and regulatory insights .
- Financial literacy; designated Audit Committee Financial Expert by Board .
- Corporate governance experience across multiple public company boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Guideline Status |
|---|---|---|---|
| Sara M. Tucker | 25,331 | ≈0.018% (25,331 of 144,095,780) | Directors encouraged to hold ≥$500,000; min 6,265 shares for 2025; 100% of directors exceeded guideline levels |
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Sara Martinez Tucker (Audit Chair) | $117,500 | $180,052 | $297,552 |
Insider Trades
- Section 16(a) compliance: All required Form 4 filings for 2024 were timely except one late filing by Director Victor Lund; no late filings noted for Tucker .
- No insider trades or pledging/hedging involving Tucker disclosed in the proxy; anti-hedging/pledging policy applies to Directors .
Governance Assessment
- Strengths: Independent status; Audit Chair with financial expert designation; high Board/committee attendance; robust audit oversight with regular executive sessions; anti-hedging/pledging policy; clawback policy; no related-party transactions involving Tucker; ownership guidelines exceeded across Board .
- Signals supporting investor confidence: Say-on-pay support of 83.2% in 2024; formal shareholder outreach (~60% of common stock engaged); governance refresh on board service limits and proxy access .
- Watch items: Broad external commitments should be monitored against SCI’s board service limits (policy updated 2024) to avoid overboarding; continued vigilance on Audit Committee workload and cybersecurity oversight given SCI’s scale .
Overall, Tucker’s audit leadership, independence, and absence of related-party conflicts align with strong board effectiveness and investor confidence indicators at SCI .