|
|
|
|
|
|
|
|
|
|
|
ITEM 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Item 5.02(c): Appointment of Carlos R. Quezada as Chief Operating Officer
On June 1, 2021, the Board of Directors of Carriage Services, Inc. (the “Company”) appointed Carlos R. Quezada, age 50, to serve as the Company’s Executive Vice President and Chief Operating Officer.
Mr. Quezada joined the Company in June 2020 as Vice President of Cemetery Sales and Marketing and was subsequently promoted to Senior Vice President of Sales and Marketing. Prior to joining Carriage, Mr. Quezada served as a Managing Director for Service Corporation International from 2009 to 2020, where he held leadership roles for both sales and operations. Mr. Quezada joined the deathcare industry after serving in the hospitality industry for more than 20 years where he held a variety of leadership roles, including Chief Operating Officer, President and Chief Executive Officer for privately held multiunit companies. Mr. Quezada has a Masters in Management from Tulane University and an MBA with an emphasis in Finance from Universidad Francisco Marroquin.
Mr. Quezada does not have any family relationships with any executive officer or director of the Company, and there are no transactions between Mr. Quezada and the Company that would be required to be disclosed under Item 404(a) of Regulation S-K in connection with his appointment. The appointment of Mr. Quezada to serve as Executive Vice President and Chief Operating Officer was not pursuant to any arrangement or understanding with respect to any other person.
Item 5.02(e): Amendment to Employment and Performance Award Agreements for certain Named Executive Officers
On June 2, 2021, in connection with his promotion to Executive Vice President and Chief Operating Officer, the Company and Carlos R. Quezada entered into a written amendment to Mr. Quezada’s employment agreement dated June 25, 2020. The written amendment increases Mr. Quezada’s annual salary to $400,000 and his short term incentive target to 75% of his annual salary. The Company and Mr. Quezada also entered into a written amendment to Mr. Quezada’s Good to Great II Shareholder Value Creation Performance Award agreement dated June 25, 2020. The written amendment increases the number of shares Mr. Quezada will be eligible to receive if the Company’s common stock reaches one of three pre-determined growth targets for a sustained period by December 31, 2024 (the “Performance Period”). The amendment will result in Mr. Quezada being awarded 56,190 shares if the average closing price of the Company’s common stock, during any twenty consecutive day period during the Performance Period (the “Average Closing Price”) reaches $53.39; 69,789 shares will be awarded to Mr. Quezada if the Average Closing Price reaches $64.48; and 77,580 shares will be awarded to Mr. Quezada if the Average Closing Price reaches $77.34.
On June 2, 2021, in connection with his promotion to Executive Vice President, the Company and Carl Benjamin Brink entered into a written amendment to Mr. Brink’s employment agreement dated November 5, 2019. The written amendment increases Mr. Brink’s annual salary to $400,000 and his short term incentive target to 75% of his annual salary. The Company and Mr. Brink also entered into a written amendment to Mr. Brink’s Good to Great II Shareholder Value Creation Performance Award agreement dated May 19, 2020. The written amendment increases the number of shares Mr. Brink will be eligible to receive if the Company’s common stock reaches one of three pre-determined growth targets for a sustained period by December 31, 2024 (the “Performance Period”). The amendment will result in Mr. Brink being awarded 56,190 shares if the average closing price of the Company’s common stock, during any twenty consecutive day period during the Performance Period (the “Average Closing Price”) reaches $53.39; 69,789 shares will be awarded to Mr. Brink if the Average Closing Price reaches $64.48; and 77,580 shares will be awarded to Mr. Brink if the Average Closing Price reaches $77.34.
On June 2, 2021, in connection with his promotion to Executive Vice President and Chief Administrative Officer, the Company and Steven D. Metzger entered into a written amendment to Mr. Metzger’s employment agreement dated November 5, 2019. The written amendment increases Mr. Metzger’s annual salary to $400,000 and his short term incentive target to 75% of his annual salary. The Company and Mr. Metzger also entered into a written amendment to Mr. Metzger’s Good to Great II Shareholder Value Creation Performance Award agreement dated May 19, 2020. The written amendment increases the number of shares Mr. Metzger will be eligible to receive if the Company’s common stock reaches one of three pre-determined growth targets for a sustained period by December 31, 2024 (the “Performance Period”). The amendment will result in Mr. Metzger being awarded 56,190 shares if the average closing price of the Company’s common stock, during any twenty consecutive day period during the Performance Period (the “Average Closing Price”) reaches $53.39; 69,789 shares will be awarded to Mr. Metzger if the Average Closing Price reaches $64.48; and 77,580 shares will be awarded to Mr. Metzger if the Average Closing Price reaches $77.34.
The foregoing summary of the material terms of the amendments to each of the respective employment and performance award agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amendments, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2021.
|
|
|
|
|
|
|
|
|
|
|
ITEM 7.01
|
Regulation FD Disclosure.
|
On June 2, 2021, the Company issued a press release regarding the above-referenced executive team appointments and promotions, which is attached hereto as Exhibit 99.1. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
|
|
|
|
|
|
|
|
|
|
|
ITEM 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
Description
|
|
|
|
99.1
|
|