SERVICE (SCI)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
SERVICE · Meeting: May 6, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 10 Directors
Against Analysis
No policy triggers are met for Anthony Coelho — he holds 2 outside public board seats (below the 4-seat threshold for non-executive directors), attendance is strong at 98% board-wide, and SCI's 3-year TSR of 32.5% is strongly positive, so the named-peer underperformance threshold of 65 percentage points would need to be exceeded to trigger a No vote, which the proxy does not indicate.
For Analysis
No policy triggers are met — Haussler holds 3 public company board seats (below the 4-seat threshold), attendance is strong, and SCI's 3-year TSR of 32.5% is strongly positive with no indication of significant peer underperformance exceeding the 65-percentage-point threshold required for a No vote under strong positive TSR conditions.
Thad Hill joined the board in 2025, placing him within the 24-month new-director exemption from the TSR underperformance trigger; no other policy flags apply.
Carl Loredo is a new nominee with no prior SCI board tenure, so the TSR trigger does not apply; his background in consumer brand management and digital marketing at Yum! Brands and Wendy's is relevant to SCI's customer-facing strategy, and no other policy flags are triggered.
No policy triggers are met — Lund holds no current public company board seats, has strong meeting attendance, and SCI's 3-year TSR of 32.5% is strongly positive with no indication of peer underperformance approaching the 65-percentage-point threshold required under strong positive TSR conditions.
No policy triggers are met — Ochoa holds no current public company board seats, meeting attendance is strong at 100% on the Compensation Committee, and SCI's strongly positive 3-year TSR means the 65-percentage-point underperformance threshold would need to be exceeded, which the record does not suggest.
As CEO and board member, Ryan is subject to the TSR trigger, but SCI's 3-year price return of 32.5% is strongly positive; under strong positive absolute TSR the named-peer underperformance threshold is 65 percentage points, and the proxy discloses SCI's 10-year TSR of 255% significantly outpaced both its peer group and the S&P MidCap 400 (^MDY — S&P MidCap 400), so the underperformance trigger does not fire; no other policy flags apply.
No policy triggers are met — Shaper holds 1 outside public board seat (Kinder Morgan), well below the 4-seat threshold, has strong attendance, and SCI's strongly positive 3-year TSR means the 65-percentage-point peer underperformance threshold would need to be exceeded to trigger a No vote, which the record does not support.
No policy triggers are met — Tucker holds 1 outside public board seat (American Electric Power), meeting attendance is strong at 98% board-wide, and SCI's strongly positive 3-year TSR with documented outperformance versus the S&P MidCap 400 (^MDY — S&P MidCap 400) means the 65-percentage-point underperformance threshold is not approached.
No policy triggers are met — Watts holds 1 outside public board seat (Coterra Energy), has a 100% Nominating and Corporate Governance Committee attendance record, and SCI's strongly positive 3-year TSR means the 65-percentage-point peer underperformance threshold required under strong positive TSR conditions is not met.
The 10-director slate is broadly supportable: 9 of 10 directors are independent, meeting attendance across the board was 98% in 2025, SCI's 3-year price return of 32.5% (strongly positive) means the named-peer underperformance threshold of 65 percentage points would need to be breached to trigger a No vote — and SCI's disclosed outperformance versus both its peer group and the S&P MidCap 400 (^MDY — S&P MidCap 400) over 5 and 10 years supports FOR votes across the slate. Two new directors (Hill, Loredo) are within or at the 24-month exemption window. Vote FOR all 10 nominees. Note: an initial flag was raised for Anthony Coelho but on application of the correct non-executive director threshold (4+ seats) it does not trigger; he holds 2 outside seats.
Say on Pay
✓ FORCEO
Thomas L. Ryan
Total Comp
$13,222,269
Prior Support
88%%
The prior year say-on-pay vote received 88% support, well above the 70% threshold that would require a response, and shareholder feedback confirms the program is viewed as well-structured. The CEO's total compensation of $13.2 million is within a reasonable range for a large-cap consumer services company with $12.1 billion market capitalization and 29-year tenure; critically, 81% of CEO pay is performance-based or stock-based (well above the 50-60% policy threshold), with long-term incentive compensation tied to relative TSR versus the S&P MidCap 400 (^MDY — S&P MidCap 400) constituents — directly aligning executive pay with shareholder outcomes. The pay-for-performance alignment check is satisfied: SCI's 5-year TSR of 76.6% outpaced the S&P MidCap 400 (^MDY — S&P MidCap 400) return of approximately 55% over the same period, meaning above-benchmark incentive pay is justified by actual shareholder returns delivered.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,129,106
Non-Audit Fees
$390,800
Non-audit fees (audit-related fees of $148,106 plus tax fees of $343,800 plus other fees of $47,000 = $538,906) represent approximately 7.6% of core audit fees ($6,981,000), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $12 billion market cap company; the proxy discloses a new lead audit partner rotation completed in 2025, a positive governance indicator; auditor tenure is not explicitly disclosed so the tenure trigger cannot fire per policy, and no material restatements are noted.
Overall Assessment
The 2026 SCI annual meeting ballot is straightforward and broadly supportable: the 10-director slate is composed of highly independent, experienced directors with strong attendance and a compensation structure that passes all policy screens, the auditor (PwC) passes on fees and independence, and the say-on-pay program is well-designed with 81% performance-based CEO pay, strong prior-year shareholder support of 88%, and documented TSR outperformance versus the S&P MidCap 400 (^MDY — S&P MidCap 400). There are no stockholder-submitted proposals on this ballot, and the board-proposed charter amendments are routine governance updates that do not raise material anti-shareholder concerns.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing