Form 4: Carriage Services CEO Carlos Quezada Sells Shares Under 10b5-1 Plan, Receives Performance Award

Carriage Services CEO Carlos Quezada sold 1,363 shares of common stock at an average price of $40.12 and received a performance-based award of 20,731 shares.

Summary

• Carlos Quezada, CEO of Carriage Services Inc., reported a transaction involving the sale of 1,363 shares of common stock on April 23, 2025, at an average price of $40.12.
• The sale was executed automatically under a pre-arranged Rule 10b5-1(c) plan established on December 27, 2024.
• Quezada also received a performance-based award of 20,731 shares on March 7, 2025, under the company's 2017 Omnibus Incentive Plan.
• The performance award vests on March 31, 2028, contingent upon achieving certain Adjusted Consolidated EBITDA targets and continued employment.
• Quezada directly owns 110,077 shares of Carriage Services common stock following the reported transaction.
• The report also details Quezada's holdings of various stock options granted between 2020 and 2024, with exercise prices ranging from $18.02 to $49.48.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The stock sale is pre-planned, and the performance award is standard. The late filing is a minor negative.

Positives

• The use of a 10b5-1 plan suggests a pre-planned and orderly approach to stock sales.
• The performance-based award aligns executive compensation with company performance (Adjusted Consolidated EBITDA).

Negatives

• The sale of shares, even under a 10b5-1 plan, could be perceived negatively by some investors.
• The report indicates a late filing due to an administrative oversight.

Risks

• Failure to meet the Adjusted Consolidated EBITDA targets could result in the forfeiture of the performance-based award.
• Continued employment is a condition for vesting of the performance award, creating a potential risk if Quezada leaves the company before March 31, 2028.
• Market fluctuations could impact the value of the stock options held by Quezada.

Future Outlook

The vesting of the performance award is contingent upon achieving certain pre-determined performance metrics related to the Issuer's Adjusted Consolidated EBITDA during the period commencing on the grant date through March 31, 2028.

Industry Context

Executive compensation practices in the death care industry often include a mix of salary, stock options, and performance-based awards to align management's interests with those of shareholders. The use of 10b5-1 plans is a common practice among corporate executives to manage stock sales in a transparent and compliant manner.

Comparison to Industry Standards

• Comparing Carriage Services' executive compensation structure to similar companies like StoneMor Inc. or Service Corporation International would provide a better understanding of whether the compensation is in line with industry standards.
• Analyzing the specific Adjusted Consolidated EBITDA targets and comparing them to historical performance and industry benchmarks would provide insight into the difficulty and achievability of the performance award.

Stakeholder Impact

• The stock sale could have a minor negative impact on shareholder sentiment.
• The performance-based award incentivizes management to improve company performance, which benefits shareholders.

Key Dates

Keywords

Form 4, Carriage Services, Carlos Quezada, Stock Sale, Performance Award, 10b5-1 Plan, CEO, Equity Compensation, Stock Options, Adjusted Consolidated EBITDA