Service Corp International DEFR14A, filed Mar 31, 2026

Service Corp International (SCI)

DEFR14A 2026-03-31

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☑			Filed by the Registrant			☐			Filed by a Party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐						Preliminary Proxy Statement
☐						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Under Rule 14a-12


PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
☑						No fee required.






☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.








Proxy Statement Summary			6
Director Nominees			6
Director Snapshot			7


Corporate Governance Highlights			8
Environmental, Social, and Governance (ESG) Overview			10

Auditor Selection			12

2025 Named Executive Officers’ Compensation			13
Pay for Performance Alignment			14

Corporate Governance at Service Corporation International			15

Proposal 1: Election of Directors			15
Director Nominees			15
Consideration of Director Nominees			20
Director Qualifications, Skills, and Experience			21
Director Independence			22
Director Compensation			22
Director Ownership of SCI Stock			23
Board Structure and Operations			24
Leadership Structure			24
Lead Independent Director			25
Board Composition and Meetings			26
Executive Sessions			26
Board Committees			26
Annual Board and Committee Evaluations			29
Board Orientation and Education Program			29

Board Oversight and Key Responsibilities			29
Strategy Oversight			29
Risk Oversight			30
Environmental, Social, and Governance (ESG) Oversight			30
Human Capital Management and Culture Oversight			31



Special Meeting of Shareholders			31
Shareholder Proxy Access			31







Audit Committee Matters			32
Proposal 2: Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm			32
Report of the Audit Committee			32
Audit Fees and All Other Fees			33
Executive Compensation			34
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation			34
Compensation Discussion and Analysis			35
Introduction			35
Executive Summary			35
Pay for Performance and Corporate Strategy			35
Performance Compensation Measures			36
Performance Summary			36


2025 Company Performance			37

Key Features of Our Compensation Programs			38
Consideration of 2025 "Say-on-Pay" Vote			38
Compensation Philosophy and Process			38
CEO Pay and Performance Alignment			39
Total Direct Realized Compensation Pay Components			39
Compensation Elements Link to Shareholder Value			40
Annual Base Salary			41
Annual Performance-Based Incentives Paid in Cash			41
Long-Term Incentive Compensation			42

Other Compensation			44
Further Executive Compensation Practices and Policies			45
How We Make Compensation Decisions			47
Compensation Committee Report			48
Executive Compensation Tables			49
Summary Compensation Table			49
Grants of Plan-Based Awards			51
Outstanding Equity Awards at Fiscal Year End			52
Option Exercises and Stock Vested			53
Executive Deferred Compensation Plan			53

Executive Employment Agreements			55
Potential Payments Upon Termination			57


CEO Pay Ratio			58
Pay Versus Performance			58
Certain Transactions			61
Voting Securities and Principal Holders			62
Principal Holders of SCI Stock			62
Executive Officer and Director Ownership of SCI Stock			63
Proposal 4: Proposal to Amend the Company’s Articles of Incorporation and Bylaws to Reduce the Minimum Required Number of Directors			65
Proposal 5: Proposal to Amend the Company’s Articles of Incorporation and Bylaws to Permit the Board to Increase the Number of Directors and Fill Newly Created Vacancies on the Board			66
Proposal 6: Proposal to Amend the Company's Articles of Incorporation to Limit the Liability of Officers as Permitted by Law			67
Proposal 7: Proposal Regarding the 2026 Equity Incentive Plan			69


Other Information			74
Information About the Meeting and Voting			74
Proxy Solicitation; Shareholder Proposals Submission; Other Business			77
Section 16(a) Beneficial Ownership Reporting Compliance			77
Annexes			78
Annex A: Non-GAAP Financial Measures			78
Annex B: Peer Comparator Group			79
Annex C: No. 4 - Articles of Incorporation and Bylaws Amendments			80
Annex D: No. 5 - Articles of Incorporation and Bylaws Amendments			81
Annex E: No. 6 - Articles of Incorporation Amendments			82
Annex F: No. 7 - 2026 Equity Incentive Plan			83



						DATE AND TIME Wednesday, May 6, 2026 at 9:00 a.m. Central Time

						PLACE Service Corporation International Conference Center, Heritage I & II 1929 Allen Parkway Houston, Texas 77019

						RECORD DATE March 9, 2026





Election of Directors

			After 22 years of dedicated service, Alan R. Buckwalter has decided not to stand for reelection as a member of the Board. We are presenting a new Director nominee, Carl Loredo, for consideration by the shareholders at the Annual Shareholder Meeting. The Board of Directors recommends that Shareholders vote “FOR” each of the following nominees:


Name Occupation	Independent	Director Since	Age	Other Public Boards(1)	Board Committee Composition



Anthony L. Coelho Former Majority Whip of the U. S. House of Representatives Independent business and political consultant	YES	1991	83	2

Jakki L. Haussler Founder and Chairwoman of the Board and former CEO, Opus Capital Management	YES	2018	68	3
Thad Hill Former Executive Chairman of the Board, Calpine	YES	2025	58	1
Carl Loredo President, Yum! Brands Pizza Hut U.S.	YES	NEW	49	None	NEW
Victor L. Lund Former CEO and Executive Chairman of the Board, Teradata Corporation	YES	2000	78	None

Ellen Ochoa Former Director, NASA Johnson Space Center Independent Director and Speaker	YES	2015	67	None
Thomas L. Ryan Chairman and CEO, Service Corporation International	NO	2004	60	None
C. Park Shaper CEO of Seis Holdings LLC, a private investment holding company	YES	2022	57	1
Sara Martinez Tucker Former CEO, National Math + Science Initiative, a non-profit organization to improve student performance in STEM subjects	YES	2018	70	1
Marcus A. Watts, Lead Independent Director Former President, The Friedkin Group	YES	2012	67	1


			1 - less than 50 years
			3 - 50 to 60 years
			4 - 61 to 70 years
			2 - 71 and over



Director Independence	Director Nominees Exhibit	Highly Engaged and Active Board


•9 out of 10 Directors are independent •9 out of 10 Directors are non-management •Audit, Compensation, and Nominating and Corporate Governance Committees of SCI are composed entirely of Independent Directors •In 2023, Marcus Watts was named to serve as the Lead Independent Director (see page 25 for list of key duties and responsibilities of Lead Independent Director)	•Personal qualities such as self-awareness, respect, integrity, independence, and capacity to function effectively in challenging environments •Experience in various executive/senior leadership roles and proven records of success •Corporate governance knowledge and practices •Objectivity and sound judgment	•Actively involved with overseeing the Company's execution of its strategy and risk management •98% combined meeting attendance record for Board and Board committee meetings in 2025 •4 Board meetings in 2025 •20 committee meetings in 2025


In early 2025, we engaged with shareholders representing approximately 54% of the Company’s common stock prior to our Annual Shareholder Meeting. We have made several governance changes over the years, taking into account the feedback and discussions we have with our investors, including adopting proxy access bylaw provisions in 2023 (see page 31 for further information). Through our ongoing shareholder outreach efforts, we gain opportunities to communicate how our decisions align with our strategic goals. Investors continued to indicate support for our overall executive compensation program and viewed it as well-structured and aligned with performance. In 2024, we updated the Corporate Governance Guidelines and Audit Committee Charter to reflect a new provision limiting director service on public company boards and public company audit committees. Other topics discussed in meetings with our investors included Board independence and succession planning.
			We engaged in 2025 with shareholders representing approximately 54% of the Company's common stock as part of our Proxy Outreach


			Best Practices			Board Composition






			•Enhanced our disclosures around Environmental, Social, and Governance (ESG) •The Board made changes to the Company's Bylaws to permit the Chair of the Nominating and Corporate Governance Committee of the Board to preside over the Board meetings in the absence of the Board Chair and the Lead Director			•After 36 years of outstanding service on the Board of Directors, John Mecom decided not to seek another term as a Board member


			•Updated the charter of the Nominating and Corporate Governance Committee of the Board reflecting its ESG oversight responsibilities •Strengthened the non-financial modifier, or ESG metric, for the Annual Performance Based incentive plan by increasing the online customer satisfaction rating threshold to 4.25 •Modified ROE threshold for the Performance Unit Plan			•After 32 years of faithful service, Cliff Morris decided not to seek another term as a Board member in 2021 •Ellen Ochoa was nominated as the Compensation Committee Chair in 2021. Alan Buckwalter transitioned off of the Compensation Committee in 2022


			•Published our first Sustainability report outlining our ESG initiatives and programs. Our current Sustainability Report is available on our website: https://investors.sci-corp.com/ •Removed automatic single-trigger vesting upon change in control effective for equity awards granted in 2022			•C. Park Shaper was nominated and elected to the Board in 2022


			•Adopted bylaw changes that provide shareholders proxy access rights (see page 37 for more information) •Adopted a new claw-back policy in 2023 (see page 45 for details) •Revised our existing insider trading policy (see page 45 for details)			•Sara Martinez Tucker and Jakki L. Haussler were named as Audit Committee and Investment Committee Chair, respectively, in 2023 •Marcus A. Watts was named to serve as the Lead Independent Director in 2023


			•Updated the Corporate Governance Guidelines and Audit Committee Charter to reflect a new provision limiting director service on public company boards and public company audit committees •Adopted bylaw changes that reduced risk of frivolous lawsuits, including shareholder ownership thresholds and a preferred forum provision			•After 38 years of dedicated service, W. Blair Waltrip decided not to stand for reelection as a Board member in 2025 •Thad Hill was nominated and elected to the Board in 2025


			•Present for shareholder approval a new equity incentive plan with a double-trigger change-in-control provision (see page 70 for details)			•After 22 years of dedicated service, Alan R. Buckwalter decided not to stand for reelection as a Board member in 2026 •We are pleased to present Director Nominee, Carl Loredo



			Our best practices include:

			•Majority voting standard in Director elections •Annual Board and Committee evaluation process •Board orientation and education program •No shareholder rights plan or “poison pill” •No single trigger vesting upon change in control •Shareholders' (10%) ability to call special meetings			•Anti-hedging and anti-pledging policies applicable to all Directors and Officers •Stock ownership and retention guidelines for Directors and Officers •Limit director service on public company boards and public company audit committees


5 NEW DIRECTORS	3 OF OUR COMMITTEE CHAIRS	9 OUT OF 10 DIRECTORS	9 OUT OF 10 DIRECTORS
will have been added since 2018, which has decreased our Board's tenure by eleven years	are ethnically diverse women	are independent	are non-management



			•Piloting enhanced irrigation methods at select cemeteries. •Introducing alternative, sustainable end-of-life options of human composting and water cremation at select locations. •Continuous protective maintenance of 36,000 acres of green space.			•Planting trees based on select casket purchases. •Continued conversion of electricity contracts to renewable sources since 2019. •Recycling waste byproduct to aid in conserving natural resources and preventing unnecessary emissions.


2025: Delivering
Shareholder Value



10-Year Total Shareholder Return +255% 2015-2025



Table of Contents


			3 - Female
			7 - Male






			The Board of Directors recommends that Shareholders vote “FOR” ratification of the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm of the Company.






			The Board of Directors recommends a vote “FOR” advisory approval of the resolution regarding compensation of our Named Executive Officers (as set forth in this Proxy Statement).


Component	Description	Highlights and Recent Changes

Annual Base Salary	•Fixed cash •Established based on a competitive range of benchmark pay levels


Annual Performance- Based Incentive Compensation	•Performance-Based cash •Tied to the attainment of performance measures: •Normalized EPS •Normalized Free Cash Flow per Share •Comparable Preneed Production •Established based on a competitive range of benchmark pay levels	•137% payout percentage of target bonus for 2025 performance •2020 plan introduced a customer centric metric, which is tied to Google star (customer satisfaction) ratings


Long-Term Incentive Compensation	(1/3) Stock Options •Vest at a rate of 1/3 per year


	(1/3) Restricted Stock: •Vest at a rate of 1/3 per year


	(1/3) Performance-Based Units (“PUP”): •Tied to measurement of three-year total shareholder return (“TSR”) relative to constituents of the S&P MidCap 400® index and is governed by a normalized return on equity (ROE) benchmark floor also tied to the S&P MidCap 400® index •Long-term incentive compensation is established based on a competitive range of benchmark pay levels	•93% TSR performance settlement factor for 2023-2025 performance cycle •Units are denominated in shares instead of dollars •Removed single-trigger vesting upon change in control effective for equity awards granted in 2022 and forward



Other Compensation	Retirement Plans: •Executive Deferred Compensation Plan •401(k) Plan


	Perquisites and Personal Benefits: •Reasonable benefits provided



			Annual Base Salary
			Annual Performance-Based Incentive Compensation
			Long-Term Incentive Compensation
			Other Compensation



			Other Compensation
			Long-Term Incentive Compensation
			Annual Performance-Based Incentive Compensation
			Annual Base Salary
—			SCI TSR
--			S&P 400 TSR



			•Accounting and finance •Industry knowledge •Strategic insight			•Understanding and fostering leadership •Business judgment and executive/senior management expertise •Diverse experiences and backgrounds



			•Integrity, character, and accountability •Ability to provide wise and thoughtful counsel on a broad range of issues •Financial literacy and ability to read and understand financial statements and other indices of financial performance •Ability to work effectively with mature confidence as part of a team •Ability to provide counsel to management in developing creative solutions and in identifying innovative opportunities •Commitment to prepare for and attend meetings and to be accessible to management and other Directors


Element & Qualification		Description


	Financial	SCI uses a broad set of financial metrics to measure its performance. Accurate financial reporting and robust auditing are critical to our success. We expect all of our Directors to have an understanding of finance, financial reporting processes, and internal controls.


	Government/ Regulatory	We operate in a heavily regulated industry. Directors with backgrounds in law or in government positions provide experience and insights that assist us in legal and regulatory compliance matters and in working constructively with governmental and regulatory organizations.


	Human Capital Management	SCI has a large workforce, which is an important asset and key resource for the Company. Therefore, we seek individuals with experience in employee development, recruitment of key talent/personnel, succession planning, and oversight of Company culture.


	Industry	The funeral and cemetery industry is unique and industry experience is rare. Directors with prior industry experience can help shape and develop the Company’s strategy.


	Investments/ Financial Services	Knowledge of financial markets, investment activities, and trust and insurance operations assists our Directors in understanding, advising on, and overseeing our investment strategies. Our trust investments as of December 31, 2025 include $8.2 billion in preneed funeral and cemetery trusts and $1.6 billion in related receivables that are part of our $17.0 billion backlog of future revenue.


	Marketing/ Brand Management	We employ a multi-brand strategy and also rely heavily on marketing our products and services on a preneed basis. Directors with marketing experience and/or brand management experience provide expertise and guidance as we seek to expand brand awareness, enhance our reputation, and increase preneed sales.


	Real Estate/Business Development/ Mergers and Acquisitions (M&A)	We own a significant amount of real estate and we seek to grow through acquisitions and development of new business operations. Directors with experience in real estate provide insight into our tiered product/pricing strategy for our cemeteries as well as advice on best uses of our real estate. Directors with backgrounds in business development and M&A provide insight into developing and implementing strategies for growing our business.


	Risk Management	As a large corporation, we must effectively manage our enterprise risks to ensure long-term value. We seek Directors with experience in assessing and managing financial, operational, social, and other risks significant to the Company.


	Technology or e-Commerce	Directors with education or experience in relevant technology, including cybersecurity, are helpful in understanding our efforts to enhance the customer experience as well as improve our internal processes and operations.


Name	Fees Earned or Paid in Cash	Stock Awards(1)				Total
Alan R. Buckwalter		$	100,000	$	190,008		$	290,008
Anthony L. Coelho		100,000		190,008			290,008
Jakki L. Haussler, Investment Committee Chair		115,000		190,008			305,008
Victor L. Lund		100,000		190,008			290,008
Ellen Ochoa, Compensation Committee Chair		120,000		190,008			310,008
C. Park Shaper		100,000		190,008			290,008
Sara Martinez Tucker, Audit Committee Chair		125,000		190,008			315,008
W. Blair Waltrip(2)		25,000		—			25,000
Marcus A. Watts, NCGC Committee Chair and Lead Independent Director		145,000		190,008			335,008
Thad Hill		100,000		190,008			290,008



			AT MARCH 9, 2026, 90% OF DIRECTORS HAVE EXCEEDED THEIR OWNERSHIP GUIDELINE LEVELS FOR 2026.



			Marcus A. Watts LEAD INDEPENDENT DIRECTOR			KEY DUTIES AND RESPONSIBILITIES OF LEAD INDEPENDENT DIRECTOR •Preside over all independent director executive sessions held on a regular basis •Serve as liaison to the Chairman of the Board •Engage in performance evaluation of Directors and CEO •Interview Director candidates •Communicate with shareholders as needed •Consult with committee chairs •Authorized to call a special meeting of the Directors •Work with the Chairman on Board agenda, information, and meeting schedules


			The Lead Independent Director's role is critical to ensure the Board is able to carry out its responsibilities effectively and independently of management. Based on shareholder feedback, we strengthened the responsibilities of the Lead Independent Director through provisions to the Company's Bylaws to permit the Lead Director to call a special meeting of the Board and preside over Board meetings in the absence of the Chairman of the Board. The authority and responsibilities of the Lead Independent Director include, but are not limited to, the following: •Call meetings of the Board. The Lead Independent Director is authorized to call meetings of the Board, upon proper notice given to the members in accordance with the Bylaws. •Preside over executive sessions. The Lead Independent Director presides at any meetings of the Board at which the Chair is not present, including all meetings and executive sessions of the independent Directors. •Serve as liaison to the Chair. The Lead Independent Director serves as the principal liaison between the independent Directors and the Chair. The Lead Independent Director is available to discuss any concerns the other independent Directors may have and to relay those concerns to the Chairman of the Board. •Board information, agendas, and meeting schedules. The Lead Independent Director consults with the Chair regarding the information sent to the Board, including the quality, quantity, appropriateness, and timeliness of such information and consults with the Chair on the scheduling of Board meetings and setting their agendas. •Engage in performance evaluation of Directors and CEO. The Lead Independent Director works with the Nominating and Corporate Governance Committee in the process of evaluating the performance of the CEO and the Directors, including delivering evaluation feedback to them. •Interview Director candidates. The Lead Independent Director interviews Director candidates along with members of the Nominating and Corporate Governance Committee. •Communicate with shareholders. As requested and deemed appropriate, the Lead Independent Director is available for consultation and direct communication with shareholders and other stakeholders. •Serve as the Board Chair on an interim basis. The Lead Independent Director will serve as the Chair on an interim basis in the event of the death or disability of the Chair or if circumstances arise in which the Chair may have an actual or perceived conflict of interest. •Perform other duties as requested. The Lead Independent Director performs such other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities. •Consult with Committee Chairs. In performing the duties described above, the Lead Independent Director is expected to consult with the Chairs of the appropriate Board committees as needed and solicit their participation to avoid diluting the authority or responsibilities of such Committee Chairs. Our Lead Independent Director improves corporate performance by taking responsibility for enhancing Board performance, building a productive relationship with the Chief Executive Officer, and supporting effective communications with shareholders. In 2016, we created role of Lead Independent Director and appointed Anthony Coelho, who served the Board in this role for seven years. In 2023, Marcus Watts was named as our new Lead Independent Director.



			CYBERSECURITY AND DATA GOVERNANCE EXECUTIVE STEERING COMMITTEE


			Formed in 2016, this cross-functional committee oversees the Company’s cybersecurity position and reviews the management and mitigation of cybersecurity risks and potential incidents. Members from senior leadership include the Chief Financial Officer, President, the Senior Vice President of Operations Services, the General Counsel and the Vice President of Information Technology, among others. The Cybersecurity and Data Governance Executive Steering Committee regularly receives briefings from the Assistant Vice President of Information Technology Security on the cybersecurity threat landscape, risks, incidents and data security programs. Management is responsible for identifying and managing cybersecurity risks and regularly reports to the Audit Committee on these matters. The Audit Committee is the primary committee for overseeing cybersecurity risks with the Board receiving updates on a quarterly basis. In 2022, the Audit Committee charter was updated to reflect the Committee's oversight of cybersecurity risk. The Board recognizes the threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents to the Company.





Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm

			The Board of Directors recommends that Shareholders vote “FOR” ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company.



Sara Martinez Tucker, Chair	Jakki L. Haussler	Thad Hill	Victor L. Lund


	Audit fees(1)			Audit-related fees(2)			Tax fees(3)			All other fees(4)			Total
2025		$	6,981,000		$	148,106		$	343,800		$	47,000	$	7,519,906
2024		$	7,043,620		$	140,950		$	325,600		$	2,000	$	7,512,170





Advisory Vote to Approve Named Executive Officer Compensation

			The Board of Directors recommends that Shareholders vote “FOR” advisory approval of the resolution regarding compensation of our Named Executive Officers (as set forth in this Proxy Statement).


Thomas L. Ryan			Chairman of the Board and Chief Executive Officer
Eric D. Tanzberger			Executive Vice President, Chief Financial Officer
Sumner J. Waring, III			President

Elisabeth G. Nash			Senior Vice President, Operations Services
John H. Faulk			Senior Vice President, Chief Operating Officer



What We Do						What We Don't Do
We pay for performance. A significant portion of the compensation of our NEOs is directly linked to the Company’s performance, as demonstrated by the historical payouts related to our annual and long-term incentive plans. (see page 39 for compensation breakdown) We require stock ownership. Our stock ownership guidelines require each of the Company Officers to hold Company stock with a value linked to a multiple of their respective salaries and to retain all SCI stock acquired from grants of restricted stock and stock options (net of acquisition and tax costs and expenses) until stock ownership guidelines are met. We have claw-back provisions. Our claw-back provisions may be triggered in certain circumstances. If triggered, the provisions allow the Company to recoup annual performance-based incentives, stock options, restricted stock, and performance units. (see page 45 for further details). We require an orderly transition for retirement eligibility. Eligibility for retirement treatment, including accelerated vesting of equity awards, is conditioned upon the employee's satisfactory transition of responsibilities. We seek independent advice. We engage independent consultants to review executive compensation and provide advice to the Compensation Committee. We require double-trigger equity vesting upon a change-in-control. We have an ongoing shareholder outreach program. As part of our commitment to effective corporate governance practices, we regularly engage with shareholders. We specifically discuss executive compensation along with other important governance topics regularly as part of our outreach program. In 2025, we engaged with shareholders representing approximately 54% of the Company's common stock as part of our Proxy Outreach program. (see page 8 for further details)						We do not allow tax gross-ups. We do not provide tax gross-ups in our compensation programs, and we do not have provisions in our executive employment agreements that provide for tax gross-ups in the event of a change of control of the Company. We do not allow hedging or pledging. Our policies prohibit Officers and Directors from hedging or pledging their SCI stock ownership. We do not allow the repricing of stock options. Our policies prohibit subsequent alterations of stock option pricing without shareholder approval.



			18%			Annual Base Salary
			23%			Annual Performance-Based Incentive Compensation
			47%			Long-Term Incentive Compensation
			12%			Other Compensation



			IN 2025, 81% OF OUR CEO'S COMPENSATION AND 70% OF OUR OTHER NEOs' COMPENSATION WAS PERFORMANCE-BASED OR STOCK-BASED.