Sumner Waring
SERVICE CORP INTERNATIONALAbout Sumner Waring
Sumner J. Waring, III is President of Service Corporation International (SCI), promoted effective October 1, 2024; he is 56, a fifth‑generation funeral director, and previously served as Senior Vice President and Chief Operating Officer from 2019 to 2024 . He joined SCI in 1996 via the acquisition of his family’s funeral business and has held multiple regional and national operations leadership roles, culminating in responsibility for operations as COO and expanding to sales and marketing as President . Company performance context during his NEO tenure shows strong long‑term TSR (+316% for 2014–2024), normalized EPS of $3.48 in 2024, and post‑tax net income of $518.6 million in 2024, underpinning pay‑for‑performance structures used for NEOs including Waring . In 2024, SCI revenue was $4.2 billion and preneed sales production exceeded $2.6 billion, consistent with SCI’s strategy of growing revenue and leveraging scale .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SCI | Area Vice President, Operations | 1996–1999 | Integrated family business into SCI and led regional ops post‑acquisition . |
| SCI | President, Northeast Region | 1999–2001 | Led Northeast footprint and operational performance . |
| SCI | President, Pacific Region | Sep 2001–Sep 2002 | Expanded leadership to West Coast region . |
| SCI | Vice President, Western Operations | Sep 2002–May 2004 | Managed Western operations until promotion . |
| SCI | Vice President, Major Markets Operations | May 2004–2006 | Led major markets optimization and operational scale . |
| SCI | Senior Vice President | 2006–2015 | Enterprise operations leadership and network optimization . |
| SCI | SVP, North American Operations | 2015–2019 | Led North American operations across funeral/cemetery . |
| SCI | SVP & Chief Operating Officer | 2019–Oct 2024 | Indirectly led operations enterprise‑wide, readiness for succession . |
| SCI | President | Oct 2024–Present | Added sales and marketing to remit; succession elevation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BankFive | Director | Not disclosed | Governance and financial oversight experience . |
| Greater Houston Partnership | Board Member | Not disclosed | Regional business network and policy engagement . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $630,000 | $650,000 | $670,000 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 100% |
| Actual Annual Performance‑Based Incentive Paid in Cash ($) | $1,260,000 | $597,805 | $480,948 |
Notes:
- 2024 incentive plan payout for all NEOs (including Waring) was 72% of target, based on weighted performance measures (see Performance Compensation) .
Performance Compensation
Annual Performance‑Based Incentive (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout (% of target) | Vesting |
|---|---|---|---|---|---|
| Normalized EPS | 33% | $3.65 | $3.48 | 15% | Cash, annual (no vesting) |
| Normalized Free Cash Flow per Share | 33% | $4.11 | $4.40 | 200% | Cash, annual (no vesting) |
| Comparable Preneed Production | 33% | 102.5% | 98.8% | 0% | Cash, annual (no vesting) |
| Modifier: Google Star Rating | Downward‑only | Threshold <4.25; Target ≥4.25 | 4.65 | No downward modification | — |
Result: Weighted AIP payout = 72% of target for 2024 .
Long‑Term Incentive (LTI) Structure and 2024 Grants (denominated in shares)
| Element | Award Mechanics | 2024 Grant to Waring | Key Terms |
|---|---|---|---|
| Performance Units (PUP, shares) | 3‑year TSR relative to S&P MidCap 400; governed by normalized ROE floor tied to S&P MidCap 400 | Target 8,480 shares; Grant‑date fair value $843,971 | Pro‑rata vesting upon death/disability/qualified retirement or termination not for cause; Double‑trigger CoC (60 days pre–2 years post) vests at target if terminated without cause or for good reason or if awards not assumed/replaced . |
| Restricted Stock (RS) | Time‑based | 8,480 shares; Grant‑date fair value $592,667 | Vests 1/3 per year; 100% vesting upon death/disability/qualified retirement/termination not for cause/CoC . |
| Stock Options | Time‑based | 33,600 options; Exercise price $70.58; Grant‑date fair value $580,548 | Vests 1/3 per year; 100% vesting upon death/disability/qualified retirement/termination not for cause/CoC; options granted at 100% FMV on grant date . |
| Settlement factor (example) | TSR settlement factor for 2022–2024 cycle | 125% for SCI TSR outperformance vs index (program context) | Applied to PUP settlements for completed cycles . |
Equity Ownership & Alignment
| Measure | Value | Detail |
|---|---|---|
| Shares owned (direct/indirect) | 302,210 | As of March 11, 2025 . |
| Options exercisable within 60 days | 163,333 | As of March 11, 2025 . |
| Total beneficial ownership | 465,543 | Shares + options exercisable; <1% of class . |
| Shares outstanding baseline | 146,383,127 incl. options exercisable at 3/11/2025 . | |
| Ownership guidelines requirement | 4× salary; Minimum shares 33,513 | For President role . |
| Actual ownership multiple | 35× salary; 302,210 shares (ex options) | Exceeds guideline . |
| Hedging/pledging | Prohibited for Officers/Directors | No hedging or pledging permitted under policy . |
| Clawback provisions | In place | Company may recoup AIP, options, RS, PUP under certain triggers . |
Outstanding Equity Awards (12/31/2024) – Waring
| Award Type | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSU (#) | RSU Market Value ($) | Unearned PUP (#) | PUP Market Value ($) |
|---|---|---|---|---|---|---|---|---|
| Stock Options (2018 grant) | 36,100 | — | $50.82 | 2/19/2028 | — | — | — | — |
| Stock Options (2019 grant) | 50,300 | — | $49.59 | 2/17/2029 | — | — | — | — |
| Stock Options (2020 grant) | 29,333 | 14,667 | $59.76 | 2/16/2030 | — | — | — | — |
| Stock Options (2021 grant) | 10,866 | 21,734 | $70.34 | 2/15/2031 | — | — | — | — |
| Stock Options (2022 grant) | — | 33,600 | $69.98 | 2/14/2032 | — | — | — | — |
| Restricted Stock | — | — | — | — | 16,240 | $1,296,277 | — | — |
| Performance Units (PUP) | — | — | — | — | — | — | 48,080 | $3,837,746 |
Deferred Compensation (Executive Deferred Compensation Plan, 2024)
| Item | Amount ($) |
|---|---|
| Executive contributions (2024) | $223,339 |
| Company contributions (2024) | $266,728 |
| Aggregate earnings (2024) | $1,341,572 |
| Aggregate distributions (2024) | $134,640 |
| Aggregate balance at FYE | $8,113,801 |
Stock Ownership Guidelines and Compliance (as of March 11, 2025)
| Title | Required Salary Multiple | Minimum Shares Required | Actual Shares Owned | Actual Salary Multiple |
|---|---|---|---|---|
| President (Waring) | 4× | 33,513 | 302,210 | 35× |
Employment Terms
- Employment agreement: Term extended on November 4, 2025 to expire December 31, 2026 (executives notified by OFTC, Inc., SCI subsidiary) . Prior proxy disclosed current terms expiring December 31, 2025 with annual auto‑renewal review and no tax gross‑ups under change‑of‑control provisions .
- Securities trading policy updated for Rule 10b5‑1; equity awards granted in February on a pre‑scheduled cadence after 10‑K filing; no coordination with MNPI .
- Noncompete/contract details not separately enumerated in retrieved excerpts; termination and CoC economics summarized below.
Potential Payments Upon Termination (as of Dec 31, 2024) – Waring
| Scenario | Salary & Bonus ($) | Long‑Term Incentives ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|
| Voluntary termination | — | — | — | — |
| Involuntary (not for cause) | $1,820,948 | $3,584,914 | $362,256 | $5,768,118 |
| Disability | $790,179 | $3,584,914 | $362,256 | $4,737,349 |
| Death | $1,150,948 | $3,584,914 | $3,362,256 | $8,098,118 |
| Change of Control (Involuntary or Good Reason) | $4,690,000 | $4,255,674 | $362,256 | $9,307,930 |
Change‑of‑control vesting terms:
- Removed automatic single‑trigger vesting starting with 2022 grants; double‑trigger applies for equity (termination without cause or for good reason within 60 days pre–2 years post CoC, or awards not assumed/replaced) .
Related Party Transactions and Risk Indicators
- Related party lease: Waring’s mother owns a company that leases office space and funeral homes to an SCI subsidiary; rent paid was $150,000 YTD 2024; disclosed in 8‑K item 5.02 in connection with Waring’s promotion .
- Hedging/pledging: Prohibited for Officers and Directors, reducing misalignment and collateral risks .
- Option repricing: Prohibited without shareholder approval; single‑trigger vesting eliminated for equity grants starting in 2022 .
- Clawbacks: Company maintains clawback provisions for AIP, options, RS, and PUP under specified triggers .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR (SCI, $100 initial) | $108.60 | $159.40 | $157.70 | $158.90 | $188.20 |
| Peer Group Cumulative TSR ($100 initial) | $109.00 | $155.30 | $116.00 | $126.90 | $106.50 |
| Post‑Tax Net Income ($000s) | $515,907 | $802,939 | $565,338 | $537,317 | $518,648 |
| Normalized EPS | $2.86 | $4.53 | $3.85 | $3.44 | $3.48 |
Dividend and Capital Returns (recent context)
- Quarterly dividend increased to $0.34 per share on November 5, 2025 (prior $0.32), +6.3% .
- Q3 2025 share repurchases: 984,769 shares at ~$79; $414.4 million capacity remaining at quarter‑end .
Employment Compensation History (Summary Compensation Table – Waring)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $630,000 | $650,000 | $670,000 |
| Stock Awards ($) | $987,299 | $1,232,241 | $1,436,638 |
| Option Awards ($) | $484,673 | $549,555 | $580,548 |
| Non‑Equity Incentive ($) | $1,260,000 | $597,805 | $480,948 |
| Change in Pension/SERP ($) | — | — | — |
| All Other Compensation ($) | $677,640 | $468,236 | $400,698 |
| Total ($) | $4,039,612 | $3,497,837 | $3,568,832 |
Vesting Schedules and Outstanding Option Profile (Waring)
- RS and options vest 1/3 per year; accelerated 100% upon death/disability/qualified retirement/termination not for cause/CoC .
- Option tranches held at 12/31/2024 include exercisable and unexercisable blocks with exercise prices and expirations: $50.82 (2/19/2028), $49.59 (2/17/2029), $59.76 (2/16/2030), $70.34 (2/15/2031), $69.98 (2/14/2032) with counts as detailed above .
- 2024 grants: 33,600 options at $70.58, 8,480 RS, and 8,480 PUP target; vesting structure per LTI terms .
Equity Ownership Details
| Component | Vested vs. Unvested |
|---|---|
| Shares owned (302,210) are current holdings; RS/PUP positions are unvested until schedule triggers; options detailed by exercisability status in Outstanding Equity Awards table . |
Employment Agreements and Change‑of‑Control Economics
- Agreement term extended to December 31, 2026 (notice on Nov 4, 2025) .
- No tax gross‑ups; single‑trigger equity vesting removed starting 2022 .
- Double‑trigger CoC vesting for equity and summarized termination payments provided above .
Related Party Transactions
- Lease arrangements with a company owned by Waring’s mother; $150,000 rent YTD 2024 paid by SCI subsidiary; disclosed under Item 5.02 of 8‑K .
Investment Implications
- Alignment: Strong ownership alignment and compliance with stock ownership guidelines (35× salary vs 4× requirement) with hedging/pledging prohibited; mitigates misalignment and collateral risk .
- Incentives: AIP and LTI metrics tie pay to normalized EPS, free cash flow per share, preneed growth, TSR, and ROE; 2024 cash payout at 72% demonstrates discipline and sensitivity to operating performance variability .
- Retention and Succession: Extended employment term through 2026 and sizable unvested RS/PUP/options suggest near‑term retention stability; double‑trigger CoC protections balance executive security with shareholder interests .
- Trading Signals: No hedging/pledging allowed and ownership well above guideline reduce forced‑sale risk; monitor Section 16 filings for any 10b5‑1 plan activity; recent dividend increase and ongoing buybacks underscore capital return visibility that interacts with EPS/FCF targets embedded in incentives .
- Governance/Risks: Small related‑party lease is disclosed and quantified ($150k YTD 2024); clawback provisions in place; no option repricing or tax gross‑ups; overall governance posture supportive of pay‑for‑performance .