CARRIAGE SERVICES INCCSV
CARRIAGE SERVICES INC Stock Compensation Disclosure
STOCKHOLDERS’ EQUITY
Share Authorization
We are authorized to issue 80,000,000 shares of common stock, $0.01 per share par value. We had 26,881,355 and 26,627,319 shares issued and 15,253,537 and 14,999,501 shares outstanding, net of 11,627,818 shares held in treasury at par, at December 31, 2023 and 2024, respectively.
Stock Based Compensation Plans
During the year ended December 31, 2024, we had two stock benefits plans in effect under which stock, restricted stock, stock options and performance awards have been granted or remain outstanding: the Second Amended and Restated 2006 Long-Term Incentive Plan (as amended, the “Amended and Restated 2006 Plan”) and the 2017 Omnibus Incentive Plan (as amended, the “2017 Plan”). The Amended and Restated 2006 Plan was terminated upon the approval of the 2017 Plan at the annual stockholders meeting on May 17, 2017. The 2017 Plan expires on May 17, 2027. All stock-based plans are administered by the Compensation Committee appointed by our Board of Directors (the “Board”).
At December 31, 2024, we had 2,295,753 shares available to issue under our 2017 Plan. The termination of the Amended and Restated 2006 Plan does not affect the awards previously issued and outstanding.
Restricted Stock
Restricted stock activity is as follows (in thousands, except shares):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||
| Shares | Fair Value | Shares | Fair Value | Shares | Fair Value | |||||||||||||||||||||
Granted(1) | 156,630 | $ | 3,834 | 142,020 | $ | 4,634 | — | $ | — | |||||||||||||||||
| Returned for payroll taxes | 16,354 | $ | 419 | 1,473 | $ | 50 | 4,136 | $ | 205 | |||||||||||||||||
| Cancelled | 55,050 | $ | 1,623 | 1,826 | $ | 61 | 1,950 | $ | 63 | |||||||||||||||||
| (1) | Restricted stock granted during the year ended December 31, 2024 and 2023 will vest over a three-year period, if the employee has remained continuously employed by us during the vesting period, at a weighted average stock price of $24.48 and $32.63, respectively. | |||||||||||||
A summary of the number of unvested restricted stock awards and their weighted average grant date fair values during the year ended December 31, 2024 is presented in the table below:
| Restricted stock awards | Shares | Weighted Average Grant Date Fair Value | |||||||||
| Unvested at January 1 | 143,168 | $ | 32.65 | ||||||||
| Granted | 156,630 | $ | 24.48 | ||||||||
| Vested | (48,268) | $ | 32.69 | ||||||||
| Cancelled | (55,050) | $ | 29.49 | ||||||||
| Unvested at December 31 | 196,480 | $ | 27.01 | ||||||||
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for restricted stock awards of $2.0 million , $1.4 million and $0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
At December 31, 2024, we had $5.3 million of total unrecognized compensation costs related to unvested restricted stock awards, which are expected to be recognized over a weighted average period of 1.9 years.
Stock Options
Stock option grants and cancellations are as follows (in thousands, except shares):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||
| Shares | Fair Value | Shares | Fair Value | Shares | Fair Value | |||||||||||||||||||||
Granted(1) | 370,590 | $ | 3,830 | 214,191 | $ | 2,506 | 58,500 | $ | 959 | |||||||||||||||||
Granted(2) | — | $ | — | — | $ | — | 310,000 | $ | 5,388 | |||||||||||||||||
Granted(3) | — | $ | — | — | $ | — | 12,600 | $ | 143 | |||||||||||||||||
| Cancelled | 532,266 | $ | 6,311 | 105,150 | $ | 1,380 | 45,590 | $ | 512 | |||||||||||||||||
| (1) | Stock options granted during the years ended December 31, 2024, 2023 and 2022 had a weighted average price of $24.48, $32.69 and $49.48, respectively. The fair value of these options was calculated using the Black-Scholes option pricing model. The options granted in 2024 and 2023 vest over a three-year period and have a ten-year term. The options granted in 2022 vest over a five-year period and have a ten-year term. These options will vest if the employee has remained continuously employed by us through the vesting period. | |||||||||||||
| (2) | Stock options granted during the year ended December 31, 2022 had a weighted average price of $49.48. The fair value of these options was calculated using the Black-Scholes option pricing model and vest over a seven-year period and have a ten-year term. These options will vest if the employee has remained continuously employed by us through the vesting period. | |||||||||||||
| (3) | Stock options granted during the year ended December 31, 2022 had a weighted average price of $31.58. The fair value of these options was calculated using the Black-Scholes option pricing model and vest over a three-year period and have a ten-year term. These options will vest if the employee has remained continuously employed by us through the vesting period. | |||||||||||||
Additional stock option activity is as follows (in thousands, except shares):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||
| Shares | Cash | Shares | Cash | Shares | Cash | |||||||||||||||||||||
Exercised(1) | 97,548 | $ | 1,439 | 74,200 | N/A | 32,196 | N/A | |||||||||||||||||||
Returned for option price(2) | 28,882 | $ | 1,113 | 56,957 | $ | — | 18,797 | $ | 60 | |||||||||||||||||
Returned for payroll taxes(3) | 4,482 | $ | 174 | 5,486 | $ | 174 | 2,895 | $ | 123 | |||||||||||||||||
| (1) | Stock options exercised during the years ended December 31, 2024, 2023 and 2022 had a weighted average exercise price of $26.12, $23.98 and $25.49, respectively. | |||||||||||||
| (2) | Represents shares withheld/cash received for the payment of the option price. | |||||||||||||
| (3) | Represents shares withheld/cash paid for the payment of payroll taxes. | |||||||||||||
Stock options are granted with an exercise price equal to the closing price of our common stock on the date of grant. All of the options granted and outstanding under this plan have either a or ten-year term. We utilized the Black-Scholes option pricing model and Monte-Carlo simulation pricing model for estimating the fair value of our stock options. These models allow for the use of a range of assumptions related to volatility, risk-free interest rate, expected holding period and dividend yield. The expected volatility utilized in these valuation models is based on the historical volatility of our stock price. The dividend yield and expected holding period are based on historical experience and management's estimate of future events. The risk-free interest rate is derived from the U.S. Treasury yield curve based on the expected life of the option in effect at the time of grant.
The fair value of the options granted using the Black-Scholes option pricing model was estimated on the date of grant with the following assumptions:
| Years Ended December 31, | ||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2022 | 2022 | ||||||||||||||||||||||||||||
| Grant date | February 21 | February 22 | February 23 | February 23 | September 27 | |||||||||||||||||||||||||||
| Expected holding period (years) | 6.0 | 4.0 | 7.0 | 5.0 | 4.1 | |||||||||||||||||||||||||||
| Awards granted | 370,590 | 214,191 | 310,000 | 58,500 | 12,600 | |||||||||||||||||||||||||||
| Dividend yield | 1.79 | % | 1.38 | % | 0.91 | % | 0.91 | % | 1.43 | % | ||||||||||||||||||||||
| Expected volatility | 43.59 | % | 43.68 | % | 34.35 | % | 33.18 | % | 43.68 | % | ||||||||||||||||||||||
| Risk-free interest rate | 4.31 | % | 4.27 | % | 1.98 | % | 1.89 | % | 4.29 | % | ||||||||||||||||||||||
| Black-Scholes value | $10.34 | $11.70 | $17.38 | $16.39 | $11.35 | |||||||||||||||||||||||||||
The fair value of the options granted using the Monte-Carlo simulation pricing model was estimated on the date of grant with the following assumptions:
Year ended December 31, 2022 | |||||
| Awards granted | 150,000 | ||||
| Dividend yield | 1.15 | % | |||
| Expected volatility | 34.08 | % | |||
| Risk-free interest rate | 1.29 | % | |||
A summary of the number of stock options and their weighted average exercise prices during the year ended December 31, 2024 is presented in the table below (shares in thousands):
| Shares | Wtd. Avg. Ex. Price | ||||||||||
| Outstanding at January 1 | 1,603 | $ | 35.04 | ||||||||
| Granted | 371 | $ | 24.48 | ||||||||
| Exercised | (98) | $ | 26.12 | ||||||||
| Forfeited or expired | (532) | $ | 36.01 | ||||||||
| Outstanding at December 31 | 1,344 | $ | 32.39 | ||||||||
| Exercisable at December 31 | 617 | $ | 31.54 | ||||||||
A summary of the number of stock options and their weighted average grant date fair values during the year ended December 31, 2024 is presented in the table below (shares in thousands):
| Shares | Wtd. Avg. Fair Value | ||||||||||
| Non-vested at January 1 | 915 | $ | 12.77 | ||||||||
| Granted | 371 | $ | 10.34 | ||||||||
| Vested or exercised | (220) | $ | 11.71 | ||||||||
| Forfeited | (339) | $ | 12.43 | ||||||||
| Non-vested at December 31 | 727 | $ | 11.98 | ||||||||
A summary of the intrinsic value of stock options exercised and the fair value of stock options vested for the three years ended December 31, 2024 is presented in the table below (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Intrinsic value of options exercised | $ | 647 | $ | 538 | $ | 580 | |||||||||||
Fair value of stock options vested | 5,825 | 6,003 | 1,784 | ||||||||||||||
The following table further describes our outstanding stock options at December 31, 2024:
| Options Outstanding | Options Exercisable | ||||||||||||||||||||||||||||||||||
| Actual Ranges of Exercise Prices | Number Outstanding at 12/31/24 | Weighted-Average Remaining Contractual Life | Weighted-Average Exercise Price | Number Exercisable at 12/31/24 | Weighted-Average Remaining Contractual Life | Weighted-Average Exercise Price | |||||||||||||||||||||||||||||
$18.02 - $18.02 | 13,333 | 5.48 | $ | 18.02 | 13,333 | 5.48 | $ | 18.02 | |||||||||||||||||||||||||||
$20.06 - $26.54 | 593,477 | 5.39 | $ | 24.73 | 272,087 | 0.96 | $ | 25.04 | |||||||||||||||||||||||||||
$31.58 - $31.58 | 12,600 | 7.74 | $ | 31.58 | 8,400 | 7.74 | $ | 31.58 | |||||||||||||||||||||||||||
$32.69 - $49.48 | 724,675 | 6.86 | $ | 38.93 | 323,020 | 6.65 | $ | 37.59 | |||||||||||||||||||||||||||
$18.02 - $49.48 | 1,344,085 | 6.20 | $ | 32.39 | 616,840 | 4.13 | $ | 31.54 | |||||||||||||||||||||||||||
The aggregate intrinsic value of the outstanding and exercisable stock options were both $12.2 million and $5.8 million, respectively, at December 31, 2024. We had $6.1 million of unrecognized compensation cost related to unvested stock options expected to be recognized over a weighted average period of 2.5 years at December 31, 2024.
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for stock options $2.5 million, $2.9 million and $2.3 million, for the years ended December 31, 2024, 2023 and 2022, respectively.
Performance Awards
Performance award activity is as follows (in thousands, except shares):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||
| Shares | Fair Value | Shares | Fair Value | Shares | Fair Value | |||||||||||||||||||||
| Granted | — | $ | — | — | $ | — | 27,013 | $ | 1,262 | |||||||||||||||||
| Cancelled | 80,276 | $ | 871 | 54,229 | $ | 1,565 | 30,743 | $ | 295 | |||||||||||||||||
A summary of the number of performance awards and their weighted average grant date fair values during the year ended December 31, 2024 is presented in the table below:
| Performance Awards | Shares | Weighted Average Grant Date Fair Value | |||||||||
| At January 1 | 377,807 | $ | 19.81 | ||||||||
| Cancelled | (80,276) | $ | 10.85 | ||||||||
| At December 31 | 297,531 | $ | 22.23 | ||||||||
The performance awards in the table above are presented at the first predetermined growth target. However, at December 31, 2024, certain performance criteria for the third predetermined growth target were satisfied. Therefore, a total of 415,812 shares of common stock are expected to be awarded to participants under this program. There was no unrecognized compensation cost related to performance awards at December 31, 2024.
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for performance awards of $1.1 million, $1.6 million and $2.5 million during the years ended December 31, 2024, 2023 and 2022, respectively.
Employee Stock Purchase Plan
We provide all employees the opportunity to purchase common stock through payroll deductions in our ESPP. Purchases are made quarterly; the price being 85% of the lower of the price on the first day of the plan entry date (beginning of the fiscal year) or the actual date of purchase (end of quarter).
ESPP activity is as follows:
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||
| Shares | Price | Shares | Price | Shares | Price | |||||||||||||||||||||
| ESPP | 55,850 | $ | 21.26 | 63,372 | $ | 23.58 | 52,053 | $ | 32.38 | |||||||||||||||||
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for our ESPP of $0.4 million, $0.6 million and $0.5 million during the years ended December 31, 2024, 2023 and 2022, respectively.
The fair values of the right to purchase shares under the ESPP are estimated at the date of purchase with the four quarterly purchase dates using the following assumptions:
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Dividend yield | 1.51 | % | 1.30 | % | 0.01 | % | |||||||||||
| Expected volatility | 41.2 | % | 53.5 | % | 30.2 | % | |||||||||||
| Risk-free interest rate | 5.46%, 5.24%, 5.02%, 4.80% | 4.53%, 4.77%, 4.75%,4.72% | 0.08%, 0.22%, 0.31%, 0.40% | ||||||||||||||
| Expected life (years) | 0.25, 0.50, 0.75, 1.00 | 0.25, 0.50, 0.75, 1.00 | 0.25, 0.50, 0.75, 1.00 | ||||||||||||||
Expected volatilities are based on the historical volatility during the previous twelve months of the underlying common stock. The risk-free rate for the quarterly purchase periods is based on the U.S. Treasury yields in effect at the time of purchase. The expected life of the ESPP grants represents the calendar quarters from the beginning of the year to the purchase date (end of each quarter).
Common Stock
Former Employee
Common stock activity is as follows (in thousands, except shares):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||
| Shares | Fair Value | Shares | Fair Value | Shares | Fair Value | |||||||||||||||||||||
Granted(1) | — | $ | — | 30,000 | $ | 826 | — | $ | — | |||||||||||||||||
| Returned for payroll taxes | — | $ | — | 1,001 | $ | 28 | — | $ | — | |||||||||||||||||
| (1) | During the year ended December 31, 2023, we issued 30,000 shares of common stock to a former executive at a stock price of $27.54, in accordance with his Separation and Release Agreement pertaining to his resignation from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer effective January 2, 2023. | |||||||||||||
We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for
common stock awards of $0.8 million, for the year ended December 31, 2023.
Good to Great Incentive Program
Common stock issued to certain employees under this incentive program is as follows (in thousands, except shares):
| Years Ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||||||||
| Shares | Fair Value | Shares | Fair Value | Shares | Fair Value | ||||||||||||||||||
| 31,470 | $ | 790 | 8,444 | $ | 276 | 27,448 | $ | 1,358 | |||||||||||||||
| (1) | Common stock granted during the year ended December 31, 2024, 2023 and 2022 had a grant date stock price of $25.08, $32.69 and $49.48, respectively. | |||||||||||||
Non-Employee Director and Board Advisor Compensation
On April 2, 2024, the Board revised the Director Compensation Policy to provide that each independent director is entitled to a quarterly retainer of $37,500 payable in cash and/or unrestricted shares of our common stock at the end of each quarter. The chair of the Board, so long as he or she is an independent director, and the chair of our Audit Committee shall be entitled to an additional annual retainer of $20,000, payable in quarterly installments of $5,000 each at the end of each quarter, and the chair of our Compensation Committee is entitled to an additional annual retainer of $15,000, payable in quarterly installments of $3,750 each at the end of each quarter, and the chair of our Corporate Governance Committee is entitled to an additional annual retainer of $10,000, payable in quarterly installments of $2,500 at the end of each quarter.
Any new independent director will receive upon admission to the Board a grant of $25,000 (in addition to the independent director annual retainer prorated at the time the new director is admitted to the Board) which can be taken in cash or unrestricted shares of our common stock. The number of shares of such common stock will be determined by dividing the cash amount by the closing price of our common stock on the date of grant, which will be the date of admission to the Board.
Non-employee director and board advisor common stock activity is as follows (in thousands, except shares):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||
| Shares | Fair Value | Shares | Fair Value | Shares | Fair Value | |||||||||||||||||||||
Board of Directors(1) | 16,658 | $ | 510 | 15,059 | $ | 431 | 11,155 | $ | 415 | |||||||||||||||||
Advisor to the Board(1) | 647 | $ | 21 | 691 | $ | 20 | 555 | $ | 20 | |||||||||||||||||
| (1) | Common stock granted during the years ended December 31, 2024, 2023 and 2022 had a weighted average price of $30.56, $28.60 and $37.14, respectively. | |||||||||||||
We recorded compensation expense, which is included in General, administrative and other expenses, related to annual retainers, including the value of stock granted to non-employee Directors and an advisor to our Board, of $1.3 million, $0.8 million and $0.7 million, during the years ended December 31, 2024, 2023 and 2022, respectively.
Cash Dividends
Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):
| 2024 | Per Share | Dollar Value | |||||||||
| March 1st | $ | 0.1125 | $ | 1,686 | |||||||
| June 1st | $ | 0.1125 | $ | 1,704 | |||||||
| September 1st | $ | 0.1125 | $ | 1,708 | |||||||
| December 1st | $ | 0.1125 | $ | 1,709 | |||||||
| 2023 | Per Share | Dollar Value | |||||||||
| March 1st | $ | 0.1125 | $ | 1,661 | |||||||
| June 1st | $ | 0.1125 | $ | 1,679 | |||||||
| September 1st | $ | 0.1125 | $ | 1,683 | |||||||
| December 1st | $ | 0.1125 | $ | 1,685 | |||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.