Corporate Governance
As a result, it is difficult to define what the perfect director candidate looks
like. For Carriage, diversity of all kinds, including, but not limited to, experience, age, gender, ethnic background, skills, perspective and background are important contributing factors to effective decision-making. Thus, the Corporate Governance
Committee believes it is in the best interest of Carriage to identify the best candidates for its board, cognizant of diversity in all forms and will continue to find ways to ensure that it is doing so.
While no director may serve on more than five other public company boards or on the audit committee for more than two other public company boards, we
prefer candidates that are singularly focused on Carriages uniqueness and not on being a Professional Board Member. We currently have no established term limits or age restrictions, as we do not wish to risk losing the contribution
of directors who have been able to develop an increasing insight and deep understanding into our unique High Performance Culture Framework.
We currently have seven directors on our Board who each serve staggered three-year terms. Six directors are independent. The average age of all directors
currently serving on our Board is 64 years. The average age of all independent directors is 61 years. The average tenure of all independent directors is 5.7 years.
Director Nomination Process
Our Corporate Governance Committee, with assistance from internal and external resources as the Committee desires, identifies potential candidates for
our Board based upon the criteria set forth above. Once a potential candidate is identified and the individual expresses a willingness to be considered for election to our Board, our Corporate Governance Committee and Mr. Payne will request
information from the candidate, review the individuals qualifications, and conduct one or more interviews with the candidate. When this process is complete, our Corporate Governance Committee tenders its recommendation to our full Board for
consideration.
Our Corporate Governance Committee will also consider candidates recommended by stockholders in the same manner. A stockholder may
recommend nominees for director by giving our Corporate Secretary a written notice not less than 90 days prior to the anniversary date of the immediately preceding Annual Meeting. For our 2022 Annual Meeting of Stockholders, the deadline will be
February 17, 2022, based upon this years meeting occurring on May 18, 2021. The notice must include the name and address of the stockholder giving notice and the number of shares of Common Stock beneficially owned by the stockholder.
The notice must also include the nominees full name, age, business address, principal occupation or employment, the number of shares of Common Stock that the nominee beneficially owns, any other information about the nominee that must be
disclosed in proxy solicitations under Regulation 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the nominees written consent to the nomination and to serve, if elected.
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