Message from
our Board of Directors

Dear Shareholders,

Currently, the impact of COVID-19 is having a devastating effect on our global health and economies. During this unprecedented time, we remain deeply committed to the health and well-being of our client families, employees, and communities. We will continue to provide exceptional service to our client families during their time of need and will manage through this crisis with safety and service as our main focus.

We are also committed to meeting the needs of our shareholders and will hold the Service Corporation International 2020 Annual Shareholder Meeting on Wednesday, May 13, 2020 at 8:00 a.m. Central Standard Time located at the Company's Headquarters in Houston, TX.

As Directors, our focus is overseeing the Company's business strategies, risk management, talent development, environmental, social, governance (ESG) practices, and succession planning to ensure alignment with SCI's vision of sustainable long-term growth. We take seriously the trust you place in us by your purchase of Service Corporation International shares, and we are honored to be stewards of your Company.

Over the past several years, we have made significant changes to our Board composition, leadership structure, and governance practices. Since 2012, we have added four new independent Directors, which has resulted in a reduction in the average tenure and average age of our Board. These efforts have also increased ethnic and gender diversity on our Board by 30%. The Board comprises individuals who offer unique skill sets, as well as professional experience and background in overseeing the Company’s strategy. Currently, the Board is 80% independent and our Audit, Compensation, and Nominating and Corporate Governance Committees of SCI are composed entirely of Independent Directors.

Tony Coelho was appointed to the newly created role of Lead Independent Director in 2016 and in 2018, the Company’s Bylaws were updated to expand his responsibilities. In 2017, Director fees were reduced to align Director compensation with our peers. In 2018, we successfully declassified the Board, eventually allowing all Directors to be eligible for reelection each year starting with the 2021 Annual Shareholder’s Meeting. Also in 2018, we eliminated or reduced certain supermajority voting requirements in our Articles of Incorporation and Bylaws.

Building on our ESG practices discussed in the 2019 Proxy, we updated the Company’s Bylaws in November 2019 to reflect our decision that the Nominating and Corporate Governance Committee has oversight responsibility for the Company’s ESG practices. This year's Proxy includes ESG governance updates and a refreshed Proxy Statement. Additionally, you will find new or enhanced disclosures relating to the Board’s oversight of Company culture, succession planning, and Board recruitment efforts.

Lastly, in response to shareholder feedback through our shareholder outreach program, we recently implemented certain executive compensation changes such as adding a normalized return on equity modifier to the total shareholder return long-term incentive plan and changing the performance units to be denominated in SCI shares rather than dollars in order to more closely align executive pay with performance. We also added an on-line reputation score modifier to our 2020 incentive compensation plan and enhanced our disclosures regarding executive pay-for-performance. These efforts have improved the advisory “say-on-pay” proposal ratings from 75% of the votes cast in 2015 to over 91% at the 2019 Annual Shareholder Meeting.

These governance changes have resulted in greater transparency and trust with shareholders, and we look forward to continuing to deliver strong operating results and shareholder value. Thank you for the trust you place in us and for your continued investment in Service Corporation International.


Your Board of Directors