(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Securities Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
1.
|
To elect a Board of Directors consisting of eight directors (three directors to be elected exclusively by the
Class A common stockholders voting separately as a class and the remaining five directors to be elected by the Class A and Class C common stockholders voting together) to serve until the next Annual Meeting and until their successors are
elected and qualified;
|
2.
|
To approve, on an advisory basis, the compensation of the Company’s named executive officers;
|
3.
|
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants
for the fiscal year ended December 31, 2019; and
|
4.
|
To transact such other business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
|
General Information
|
1
|
Record Date and Voting Information
|
1
|
Internet Availability of Proxy Materials
|
2
|
Voting Shares at Annual Meeting
|
2
|
Proposal 1 - Election of Directors
|
3
|
The Nominees
|
3
|
The Board of Directors, Board Committees, and Meetings
|
6 |
Director Nominating Process
|
7 |
Meetings of Non-Management Directors
|
7
|
Stockholder Communications with the Board of Directors
|
7
|
Executive Officers
|
7
|
Corporate Governance
|
9 |
Compensation Tables
|
9
|
Summary Compensation Table
|
9
|
Supplemental All Other Compensation Table
|
10
|
Grants of Plan-Based Awards
|
11
|
Outstanding Equity Awards
|
12
|
Option Awards Vesting Schedule
|
13
|
Option Exercises and Stock Vested
|
13
|
Pension Benefits
|
13
|
Equity Compensation Plan Information
|
14
|
Non-Qualified Deferred Compensation Plan
|
16
|
Director Compensation
|
18
|
2014 Director Stock Option Plan
|
18
|
Compliance with Section 16(a) of the Securities Exchange Act of 1934
|
19 |
Security Ownership of Certain Beneficial Owners and Management
|
19 |
Certain Relationships and Related Transactions and Director Independence
|
21
|
Report of the Compensation Committee
|
21
|
Report of the Audit Committee
|
22
|
Proposal 2 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
|
22
|
Proposal 3 - Ratification of Appointment of Independent Registered Public Accountants
|
24
|
Principal Accounting Fees and Services
|
24
|
Other Matters
|
24
|
Annual Report and Financial Statements
|
24
|
Deadline for Receipt of Stockholder’s Proposals for Annual Meeting to Be Held in June 2020
|
24
|
1.
|
Vote by Internet - Holders of shares of Class A and Class C common stock can use the Internet at www.voteproxy.com to transmit voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time on June
27, 2019. Such stockholders should have their proxy card in hand when they access the Company’s website and follow the instructions to obtain their records and to create an electronic voting instruction form;
|
2.
|
Vote by Telephone - Stockholders located in the United States can authorize their proxy by touch-tone telephone by
calling 1-800-690-6903 to transmit their voting instructions up until 11:59 p.m., Eastern Time on June 27, 2019. Stockholders should have their proxy card in hand when they call and then follow the instructions; or
|
3.
|
Vote by Mail - Stockholders receiving proxy materials by mail may authorize a proxy by mail by signing and dating
the proxy, then returning it in the postage-paid envelop that has been provided, or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
|
1.
|
Giving written notice of revocation to the attention of Jeffrey R. Stephens, Senior General Counsel and Secretary,
Security National Financial Corporation, 5300 South 360 West, Suite 300, Salt Lake City, Utah 84123 prior to the Annual Meeting.
|
2.
|
Authorizing a proxy again on a later date on the Internet or by telephone (only the latest Internet or telephone
proxy submitted prior to the Annual Meeting will be counted);
|
3.
|
Signing and forwarding to the Company a later-dated proxy; or
|
4.
|
Attending the Annual Meeting and voting shares of the Company’s Class A common stock or Class C common stock in
person.
|
Name
|
Age
|
Director Since
|
Position(s) with the Company
|
Scott M. Quist
|
65
|
1986
|
Chairman of the Board, President, and Chief Executive Officer
|
Gilbert A. Fuller
|
78
|
2012
|
Director
|
Norman G. Wilbur
|
80
|
1998
|
Director
|
Name
|
Age
|
Director Since
|
Position(s) with the Company
|
John L. Cook
|
64
|
2013
|
Director
|
Robert G. Hunter, M.D.
|
59
|
1998
|
Director
|
H. Craig Moody
|
67
|
1995
|
Director
|
Jason G. Overbaugh
|
44
|
2013
|
Vice President, National Marketing Director of Life Insurance, and Director
|
S. Andrew Quist
|
38
|
2013
|
Vice President, General Counsel, and Director
|
Name
|
Age
|
Title
|
Scott M. Quist1
|
65
|
Chairman of the Board, President, Chief Executive Officer, and Director
|
Garrett S. Sill
|
48
|
Chief Financial Officer and Treasurer
|
Jason G. Overbaugh2
|
44
|
Vice President, National Marketing Director of Life Insurance, and Director
|
S. Andrew Quist1
|
38
|
Vice President, General Counsel, and Director
|
Jeffrey R. Stephens
|
65
|
Senior General Counsel and Secretary
|
Stephen C. Johnson
|
62
|
Vice President of Mortgage Operations
|
Christie Q. Overbaugh2
|
70
|
Senior Vice President of Life Insurance Internal Operations
|
Adam G. Quist1
|
33
|
Vice President – Memorial Services, Assistant Secretary, and General Counsel
|
1
|
Scott M. Quist is the father of S. Andrew Quist and Adam G. Quist.
|
2
|
Christie Q. Overbaugh is the mother of Jason G. Overbaugh and the sister of Scott M. Quist.
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value and Non-qualified Deferred Compensation Earnings
($)(1)
|
All Other Compensation
($)(2)
|
Total
($)
|
|||||||||||||||||||||||||||
Scott M. Quist Chairman, President |
2018
|
$
|
489,174
|
$
|
124,500
|
–
|
–
|
–
|
–
|
$
|
47,221
|
$
|
660,895
|
|||||||||||||||||||||||
and Chief Executive Officer | 2017 |
487,925 |
174,500 |
– |
– | – | – |
46,108 |
708,533
|
|||||||||||||||||||||||||||
Garrett S. Sill
Chief Financial
|
2018
|
$
|
214,165
|
$
|
25,457
|
–
|
–
|
–
|
–
|
$
|
27,107
|
$
|
266,729
|
|||||||||||||||||||||||
Officer and
Treasurer
|
2017 |
206,185
|
25,007
|
– | – | – | – |
28,018 |
259,210
|
|||||||||||||||||||||||||||
Stephen C. Johnson
Vice President of
|
2018
|
$
|
361,284
|
$
|
17,900
|
–
|
–
|
–
|
–
|
$
|
18,257
|
$
|
397,441
|
|||||||||||||||||||||||
Mortgage Operations | 2017 |
356,145
|
27,900
|
– | – |
– | – |
18,219
|
402,264
|
|||||||||||||||||||||||||||
S. Andrew Quist
Vice President and
|
2018
|
$
|
221,228
|
$
|
41,075
|
–
|
– | – |
–
|
$
|
27,163
|
$
|
289,446
|
|||||||||||||||||||||||
General Counsel | 2017 |
206,374
|
40,325
|
– |
– |
– |
– |
27,630
|
274,329
|
|||||||||||||||||||||||||||
Jeffrey R. Stephens
Senior General
|
2018
|
$
|
190,250
|
$
|
13,525
|
–
|
–
|
–
|
–
|
$
|
24,434
|
$
|
228,209
|
|||||||||||||||||||||||
Counsel and
Secretary
|
2017 |
184,229
|
13,225
|
– |
– |
– |
– |
26,668
|
224,122
|
(1)
|
The amounts indicated under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” consist of
amounts that the Company contributed into a trust for the benefit of the Named Executive Officers under the Company's Non-Qualified Deferred Compensation Plan.
|
|
(2)
|
The amounts indicated under “All Other Compensation” consist of the following amounts that the Company paid for
the benefit of the Named Executive Officers:
|
|
(a)
|
payments related to the operation of automobiles for Scott M. Quist ($7,200 for each of the years 2018 and 2017);
and Garrett S. Sill, Stephen C. Johnson, S. Andrew Quist, and Jeffrey R. Stephens ($-0- for each of the years 2018 and 2017). However, such payments do not include the furnishing of an automobile by the Company to Scott M. Quist nor the
payment of insurance and property taxes with respect to the automobile operated by such executive officer;
|
|
(b)
|
group life insurance premiums that the Company paid to a group life insurance plan for Scott M. Quist, Garrett S.
Sill, Stephen C. Johnson, S. Andrew Quist, and Jeffrey R. Stephens ($178 for each of the years 2018 and 2017);
|
|
(c)
|
life insurance premiums that the Company paid for the benefit of Scott M. Quist ($14,934 for each of the years
2018 and 2017); and Garrett S. Sill, Stephen C. Johnson, S. Andrew Quist, and Jeffrey R. Stephens ($-0- for each of the years 2018 and 2017);
|
|
(d)
|
medical insurance premiums that the Company paid to a medical insurance plan for Scott M. Quist ($13,658 for 2018
and $12,745 for 2017); Garrett S. Sill ($19,657 for 2018 and $18,341 for 2017); Stephen C. Johnson ($6,790 for 2018 and $6,790 for 2017); S. Andrew Quist ($19,654 for 2018 and $18,341 for 2017); and Jeffrey R. Stephens ($18,140 for 2018 and
$18,341 for 2017);
|
|
(e)
|
long term disability insurance premiums that the Company paid to a provider of such insurance for Scott M. Quist,
Garrett S. Sill, Stephen C. Johnson, S. Andrew Quist, and Jeffrey R. Stephens ($251 for each of the years 2018 and 2017);
|
|
(f)
|
contributions that the Company made to defined contribution plans for Scott M. Quist ($11,000 for 2018 and $10,800
for 2017); Garrett S. Sill ($9,248 for 2018 and $8,561 for 2017); Stephen C. Johnson ($10,838 for 2018 and $10,800 for 2017); S. Andrew Quist ($7,080 for 2018 and $8,860 for 2017); and Jeffrey R. Stephens ($5,865 for 2018 and $7,898 for
2017); and
|
|
(g)
|
contributions that the Company made to health savings accounts for Scott M. Quist, Garrett S. Sill, S. Andrew
Quist, and Jeffrey R. Stephens ($-0- for each of the years 2018 and 2017); and Stephen C. Johnson ($200 for each of the years 2018 and 2017).
|
Name of
Executive Officer
|
Year
|
Perks
and
Other
Personal
Benefits
|
Tax
Reimbursements
|
Discounted
Securities
Purchases
|
Payments/
Accruals
on
Termination
Plans
|
Registrant
Contributions
to
Defined
Contribution
Plans
|
Insurance
Premiums
|
Dividends
or Earnings
on Stock
or Option
Awards
|
Other
|
|||||||||||||||||||||||||||
Scott M.
|
2018
|
$
|
7,200
|
–
|
–
|
–
|
$
|
11,000
|
$
|
29,021
|
–
|
–
|
||||||||||||||||||||||||
Quist | 2017 |
7,200
|
– |
– |
– |
10,800
|
28,108
|
– |
– |
|||||||||||||||||||||||||||
Garrett S.
|
2018
|
–
|
–
|
–
|
–
|
$
|
7,021
|
$
|
20,086
|
–
|
–
|
|||||||||||||||||||||||||
Sill | 2017 |
– |
– |
– |
– |
9,248
|
18,770
|
– |
– |
|||||||||||||||||||||||||||
Stephen C.
|
2018
|
–
|
–
|
–
|
–
|
$
|
10,838
|
$
|
7,419
|
–
|
–
|
|||||||||||||||||||||||||
Johnson | 2017 |
– |
– |
– |
– |
10,800 |
7,419
|
– | – |
|||||||||||||||||||||||||||
S. Andrew
|
2018
|
–
|
–
|
–
|
–
|
$
|
7,080
|
$
|
20,083
|
–
|
–
|
|||||||||||||||||||||||||
Quist |
2017 |
– |
– |
– |
– |
8,860 |
18,770
|
– |
– |
|||||||||||||||||||||||||||
Jeffrey R.
|
2018
|
–
|
–
|
–
|
–
|
$
|
7,898 |
$
|
18,569
|
–
|
–
|
|||||||||||||||||||||||||
Stephens | 2017 |
– |
– |
– |
– |
18,770
|
– |
– |
Name of |
Estimated Future Payouts Under
Equity Incentive Plan
Awards
|
All Other
Awards:
Number of
Securities
Underlying
|
Exercise
or Base
Price of
Option
|
Closing Price
on Grant
|
Grant
Date Fair
Value of
Stock and
Option
|
||||||||||||||||||||||||
Executive
|
Grant | Threshold | Target | Maximum |
Options(1)
|
Awards
|
Date |
Awards
|
|||||||||||||||||||||
Officer
|
Date
|
($)
|
($)
|
($)
|
(#)
|
($/Sh)(2)
|
($/Sh)(2)
|
($)
|
|||||||||||||||||||||
Scott M. Quist
|
11/30/18
|
–
|
–
|
–
|
73,500
|
(1)
|
$
|
5.77
|
(2)
|
$
|
5.24
|
(2)
|
$
|
64,762
|
|||||||||||||||
Garrett S. Sill
|
11/30/18
|
–
|
–
|
–
|
21,000
|
(1)
|
$
|
5.24
|
(2)
|
$
|
5.24
|
(2)
|
$
|
25,681
|
|||||||||||||||
Stephen C. Johnson
|
11/30/18
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||
S. Andrew Quist
|
11/30/18
|
–
|
–
|
–
|
26,250
|
(1)
|
$
|
5.24
|
(2)
|
$
|
5.24
|
(2)
|
$
|
32,102
|
|||||||||||||||
Jeffrey R. Stephens
|
11/30/18
|
–
|
–
|
–
|
7,875
|
(1)
|
$
|
5.24
|
(2)
|
$
|
5.24
|
(2)
|
$
|
9,630
|
(1)
|
The stock options have been adjusted for the 5% annual stock dividend declared on November 30,
2018 and paid on February 1, 2019.
|
(2)
|
Prices have been adjusted for the effect of the 5% annual stock dividend declared on November
30, 2018 and paid on February 1, 2019.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||
Name of
Executive
Officer
|
Option
Grant
Date
|
Number of
Securities
Underlying Unexercised
Options
Exercisable (1) (#)
|
Number of
Securities
Underlying Unexercised
Options
Unexercisable (1)
(#)
|
Option
Exercise
Price(2)
($)
|
Option
Expiration
Date
|
Stock
Award
Grant Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
|
||||||||||||||||||||||||
Scott M.
|
7/2/14
|
63,814
|
(3)
|
–
|
|
$ |
3.66
|
7/2/19
|
– |
–
|
–
|
–
|
–
|
|||||||||||||||||||||
Quist |
12/5/14 |
127,629
|
(4) | – |
4.27
|
12/5/19
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||
12/4/15 |
121,551
|
(5) | – |
6.02
|
12/4/20
|
– |
– |
– |
– |
– |
||||||||||||||||||||||||
12/2/16
|
92,610
|
(6) | – |
6.63
|
12/2/21
|
– |
– |
– |
– |
– |
||||||||||||||||||||||||
12/1/17
|
82,688
|
– |
5.02
|
12/2/22
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
11/30/18
|
|
73,500
|
(9)
|
5.77
|
11/30/23
|
– |
– |
– |
– |
– |
||||||||||||||||||||||||
Garrett S.
|
12/6/13
|
5,361
|
|
–
|
|
$
|
3.56
|
12/6/23
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||
Sill | 7/2/14 |
5,106
|
–
|
3.33 |
7/2/24
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||||||||
12/5/14 |
10,210
|
– |
3.89 |
12/5/24
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/4/15 |
12,155
|
– |
5.47 |
12/4/25
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/2/16 |
11,576
|
– |
6.03
|
12/2/26
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/1/17 |
16,538
|
(7)
|
– |
4.56
|
12/1/27
|
|
|
– |
– |
– |
||||||||||||||||||||||||
11/30/18 |
21,000
|
(8)(9)
|
5.24
|
11/30/28
|
||||||||||||||||||||||||||||||
Stephen C.
|
4/13/12
|
4,221
|
–
|
$
|
1.09
|
4/13/22
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||||
Johnson
|
12/6/13
|
4,020
|
– |
3.56
|
12/6/23
|
– |
– |
– |
– |
– |
||||||||||||||||||||||||
7/2/14
|
3,829
|
– |
3.33
|
7/2/24
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/5/14
|
7,658
|
– |
3.89
|
12/5/24
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/4/15
|
12,155
|
– |
5.47
|
12/4/25
|
– |
– |
– |
– | – |
|||||||||||||||||||||||||
12/2/16
|
5,789
|
– |
6.03
|
12/2/26
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/1/17
|
11,025
|
– |
4.56
|
12/1/27
|
||||||||||||||||||||||||||||||
S. Andrew
|
4/13/12
|
21,107
|
|
–
|
|
$
|
1.09
|
4/13/22
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||
Quist |
12/6/13
|
13,401
|
–
|
3.56
|
12/6/23
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||||||||
7/2/14
|
12,763
|
–
|
3.33
|
7/2/24
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||||||
12/5/14
|
25,527
|
–
|
3.89
|
12/5/24
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||||||
12/4/15
|
24,311
|
–
|
5.47
|
12/4/25
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||||||
12/2/16
|
23,153
|
–
|
6.03
|
12/2/26
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||||||
12/1/17
|
22,050
|
(7)
|
4.80
|
12/1/27
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||||||
11/30/18
|
|
26,250
|
(8)(9)
|
5.24
|
11/30/28
|
|||||||||||||||||||||||||||||
Jeffrey R.
|
4/13/12
|
3,519
|
–
|
|
$
|
1.09
|
4/13/22
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||||||
Stephens |
12/6/13
|
3,351
|
– |
3.56
|
12/6/23 | – |
– |
– |
– |
– |
||||||||||||||||||||||||
7/2/14
|
3,191
|
– |
3.33
|
7/2/24
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/5/14
|
6,382
|
– |
3.89
|
12/5/24
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/4/15
|
6,078
|
– |
5.47
|
12/4/25
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/2/16
|
5,789
|
– |
6.03
|
12/2/26
|
– |
– |
– |
– |
– |
|||||||||||||||||||||||||
12/1/17 |
5,513
|
– |
4.56
|
12/1/27
|
||||||||||||||||||||||||||||||
11/30/18 |
7,875
|
(9)
|
5.24
|
11/30/28
|
(1)
|
Except for options granted to Scott M. Quist that have five year terms, such option grants have ten year
terms. The vesting of any unvested shares is subject to the recipient’s continuous employment. This reflects the equivalent of Class A common shares.
|
(2)
|
Exercise prices have been adjusted for the annual stock dividends.
|
(3)
|
On July 2, 2014 Scott Quist was granted stock options to purchase 50,000 shares of Class A common stock at an
exercise price of $3.66 per share or 50,000 shares of Class C common stock at an exercise price of $3.66 per share, or any combination thereof.
|
(4)
|
On December 5, 2014, Scott Quist was granted stock options to purchase 100,000 shares of Class A common stock at
an exercise price of $4.27 per share or 100,000 shares of Class C common stock at an exercise price of $4.27 per share, or any combination thereof.
|
(5)
|
On December 4, 2015, Scott Quist was granted stock options to purchase 100,000 shares of Class A common stock at
an exercise price of $6.02 per share or 100,000 shares of Class C common stock at an exercise price of $6.02 per share, or any combination thereof.
|
(6)
|
On December 2, 2016, Scott Quist was granted options to purchase 80,000 shares of Class A common stock at an
exercise price of $6.63 per share or 80,000 shares of Class C common stock at an exercise price of $6.63 per share, or any combination thereof.
|
(7)
|
On December 1, 2017, Garrett S. Sill was granted stock options to purchase 15,000 shares of Class A common stock
at an exercise price of $4.56 per share or 15,000 shares of Class C common stock at an exercise price of $4.56 per share, or any combination thereof. Also on December 1, 2017, S. Andrew Quist was granted stock options to purchase 20,000
shares of Class A common stock at an exercise price of $4.56 per share or 20,000 shares of Class C common stock at an exercise price of $4.56 per share, or any combination thereof.
|
(8)
|
On November 30, 2018, Garrett S. Sill was granted stock options to purchase 20,000 shares of Class A common stock
at an exercise price of $5.24 per share or 20,000 shares of Class C common stock at an exercise price of $5.24 per share, or any combination thereof. Also on November 30, 2018, S. Andrew Quist was granted stock options to purchase 25,000
shares of Class A common stock at an exercise price of $5.24 per share or 25,000 shares of Class C common stock at an exercise price of $5.24 per share, or any combination thereof.
|
(9)
|
Stock options vest at the rate of 25% of the total number of shares subject to the options on March 1, 2019 and
25% of the total number of shares on the last day of each three month period thereafter.
|
Grant Date
|
Vesting
|
4/13/12
|
These options vested 25% per quarter over a one-year period after the grant date.
|
12/6/13
|
These options vested 25% per quarter over a one-year period after the grant date.
|
7/2/14
|
These options vested 25% per quarter over a one year period after the grant date.
|
12/5/14
|
These options vested 25% per quarter over a one year period after the grant date.
|
12/4/15
|
These options vested 25% per quarter over a one year period after the grant date.
|
12/2/16
|
These options vested 25% per quarter over a one year period after the grant date.
|
12/1/17
|
These options vested 25% per quarter over a one year period after the grant date.
|
11/30/18
|
These options vest 25% per quarter over a one year period after the grant date.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Name |
Number of
Shares Acquired
on Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of
Shares Acquired
on Vesting
(#)
|
Value Realized
on Vesting
($)
|
||||||||||||
Scott M. Quist
|
–
|
–
|
–
|
–
|
||||||||||||
Garrett S. Sill
|
– |
–
|
– | – | ||||||||||||
Stephen C. Johnson
|
– |
–
|
– | – | ||||||||||||
S. Andrew Quist
|
20,102
|
$ | 74,176 | – | – | |||||||||||
Jeffrey R. Stephens
|
– | – | – | – |
Name of Executive
Officer
|
Plan Name
|
Number of
Years
Credited
Service
(#)
|
Present
Value of
Accumulated
Benefit
($)
|
Payments
During
Last Fiscal
Year
($)
|
|||||||||
Scott M. Quist
|
None
|
–
|
–
|
–
|
|||||||||
Garrett S. Sill
|
None | – | – | – | |||||||||
Stephen C. Johnson
|
None | – | – | – | |||||||||
S. Andrew Quist
|
None | – | – | – | |||||||||
Jeffrey R. Stephens
|
None | – | – | – |
• |
All compensation plans previously approved by security holders; and
|
• |
All compensation plans not previously approved by security holders.
|
A |
B |
C |
||||||||||
Plan Category
|
Number of Securities to
be Issued
upon
Exercise
of
Outstanding Options,
Warrants and
Rights
|
Weighted
Average
Exercise
Price of
Outstanding Options,
Warrants and
Rights
|
Number of Securities
Remaining Available for
Future
Issuance under
Equity Compensation
Plans
(Excluding Securities
Reflected in
Column A)
|
|||||||||
Equity compensation plans approved by stockholders(1)
|
1,588,554
|
(2)
|
$
|
4.49
|
(2)
|
443,553
|
(3)
|
|||||
Equity compensation plans not approved by stockholders | 0 |
- |
0 |
(1)
|
This reflects the Amended and Restated 2013 Stock Option Plan and Other Equity Incentive Awards Plan (the “2013
Plan”) and the 2014 Director Stock Option Plan (the “2014 Director Plan”). The 2013 Plan was approved by the stockholders at the annual stockholders meeting held on July 12, 2013, which reserved 450,000 shares of Class A common stock, of
which up to 150,000 shares of Class A common stock could be issued in place of up to 150,000 shares of Class C common stock. The 2014 Director Plan was approved by stockholders at the annual stockholders meeting held on July 2, 2014, which
reserved 150,000 shares of Class A common stock for issuance thereunder. The 2013 Plan was amended by the stockholders at the annual stockholders meeting held on
July 1, 2015 to authorize an additional 450,000 shares of Class A common stock to be available for issuance under the plan, of which up to 200,000 Class A common shares may be issued as up to 200,000 shares of Class C common stock. The
2013 Plan was further amended by the stockholders at the annual stockholders meeting held on June 29, 2017 to authorize an additional 500,000 shares of Class A common stock to be available for issuance under the plan, of which up to
250,000 Class A common shares may be issued in place of up to 250,000 shares of Class C common stock.
|
(2)
|
The weighted average exercise prices reflect solely the shares of Class A common stock that will be issued upon
exercise of outstanding options.
|
(3)
|
This number includes 396,782 shares of Class A common stock available for future issuance under the 2013 Plan and
46,771 shares of Class A common stock available for future issuance under the 2014 Director Plan.
|
Name
|
Executive
Contributions
In Last
Fiscal Year
($)
|
Registrant
Contributions
In Last
Fiscal Year
($)
|
Aggregate
Earnings in Last
Fiscal Year
($)
|
Aggregate Withdrawals/
Distributions
($)
|
Aggregate
Balance at Last
Fiscal Year End
($)
|
|||||||||||||||
Scott M. Quist
|
–
|
–
|
–
|
–
|
$
|
475,367
|
||||||||||||||
Garrett S. Sill
|
– |
– |
– |
– |
– |
|||||||||||||||
Stephen C. Johnson
|
– |
– |
– |
– |
31,326 |
|||||||||||||||
S. Andrew Quist
|
– | – |
– |
– |
– |
|||||||||||||||
Jeffrey R. Stephens
|
– |
– |
– |
– |
– |
Name
|
Fees
Earned or
Paid In
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
John L. Cook (1)
|
$
|
23,850
|
–
|
$
|
7,704
|
–
|
–
|
–
|
$
|
31,554
|
||||||||||||||||||
Gilbert A. Fuller (2)
|
23,850
|
– |
7,704
|
– |
– |
– |
31,554 |
|||||||||||||||||||||
Robert G. Hunter, M.D. (3)
|
21,600
|
– |
7,704
|
– |
– |
– |
29,304 |
|||||||||||||||||||||
H. Craig Moody (4)
|
23,850
|
– |
7,704
|
– |
– |
– |
31,554 |
|||||||||||||||||||||
Norman G. Wilbur (5)
|
23,850
|
– |
7,704
|
– |
– |
– |
31,554 |
(1) |
Mr. Cook has options to purchase 37,132 shares of the Company’s Class A common stock.
|
(2) |
Mr. Fuller has options to purchase 38,540 shares of the Company’s Class A common stock.
|
(3) |
Dr. Hunter has options to purchase 73,526 shares of the Company’s Class A common stock.
|
(4) |
Mr. Moody has options to purchase 73,526 shares of the Company’s Class A common stock.
|
(5) |
Mr. Wilbur has options to purchase 30,711 shares of the Company’s Class A common stock.
|
Class A |
Class C
|
Class A and Class C | ||||||||||||||||||||||
Common Stock
|
Common Stock
|
Common Stock | ||||||||||||||||||||||
Amount
|
Amount
|
Amount
|
||||||||||||||||||||||
Beneficially
|
Percent
|
Beneficially
|
Percent
|
Beneficially
|
Percent
|
|||||||||||||||||||
Name and Address (1)
|
Owned
|
of Class
|
Owned
|
of Class
|
Owned
|
of Class
|
||||||||||||||||||
George R. and Shirley C. Quist Family
Partnership, Ltd. (2)
|
1,525,732
|
10.1
|
%
|
664,946
|
30.3
|
%
|
2,190,678
|
12.7
|
%
|
|||||||||||||||
401(k) Retirement Savings Plan (3)
|
2,148,760
|
14.3
|
%
|
–
|
*
|
2,148,760
|
12.5
|
%
|
||||||||||||||||
Scott M. Quist (4)(5)(6)(7)(8)
|
439,959
|
2.9
|
%
|
1,563,161
|
60.1
|
%
|
2,003,120
|
11.3
|
%
|
|||||||||||||||
Jordan Capital Partners, L.P. (9)
|
994,851
|
6.6
|
%
|
–
|
*
|
994 851
|
5.8
|
%
|
||||||||||||||||
Non-Qualified Deferred Compensation
Plan (10)
|
879,956
|
5.8
|
%
|
–
|
*
|
879,956
|
5.1
|
%
|
||||||||||||||||
Employee Stock Ownership Plan
(ESOP) (11)
|
495,618
|
3.3
|
%
|
307,491
|
14.0
|
%
|
803,109
|
4.7
|
%
|
|||||||||||||||
Christie Q. Overbaugh (12)
|
316,306
|
2.1
|
%
|
31,912
|
1.5
|
%
|
348,218
|
2.0
|
%
|
|||||||||||||||
Jason G. Overbaugh (13)
|
272,638
|
1.8
|
%
|
28,612
|
*
|
301,250
|
1.7
|
%
|
||||||||||||||||
S. Andrew Quist (6)(14)
|
201,652
|
1.3
|
%
|
28,612
|
*
|
230,264
|
1.3
|
%
|
||||||||||||||||
Associated Investors (15)
|
82,558
|
*
|
129,807
|
5.9
|
%
|
212,365
|
1.2
|
%
|
||||||||||||||||
Estate of George R. Quist
|
125,137
|
*
|
77,280
|
3.5
|
%
|
202,417
|
1.2
|
%
|
||||||||||||||||
Garrett S. Sill (5)(7)(16)
|
103,794
|
*
|
21,788
|
*
|
125,582
|
*
|
||||||||||||||||||
Jeffrey R. Stephens (17)
|
120,442
|
*
|
–
|
*
|
120,442
|
*
|
||||||||||||||||||
H. Craig Moody (18)
|
94,909
|
*
|
–
|
*
|
94,909
|
*
|
||||||||||||||||||
Robert G. Hunter, M.D. (6)(19) |
80,598
|
* | – | * |
80,598
|
* | ||||||||||||||||||
Stephen C. Johnson (5)(7)(20)
|
79,029
|
*
|
–
|
*
|
79,029
|
*
|
||||||||||||||||||
Adam G. Quist (21)
|
34,362
|
*
|
21,788
|
*
|
56,150
|
*
|
||||||||||||||||||
Gilbert A. Fuller (22)
|
34,484
|
*
|
–
|
*
|
34,484
|
*
|
||||||||||||||||||
John L. Cook (23)
|
32,406
|
*
|
–
|
*
|
32,406
|
*
|
||||||||||||||||||
Norman G. Wilbur (24)
|
27,059
|
*
|
–
|
*
|
27,059
|
*
|
||||||||||||||||||
All directors and executive officers (13 persons)
|
1,837,638
|
11.6
|
%
|
1,695,873
|
62.8
|
%
|
3,533,511
|
19.1
|
%
|
(1) | Unless otherwise indicated, the address of each listed stockholder is c/o Security National Financial Corporation, 5300 South 360 West, Suite 250, Salt Lake City, Utah 84123. |
(2) | This stock is owned by the George R. and Shirley C. Quist Family Partnership, Ltd., of which Scott M. Quist is the managing general partner and, accordingly, exercises sole voting and investment powers with respect to such shares. |
(3) | The investment committee of the 401(k) Retirement Savings Plan consists of Scott M. Quist, Stephen C. Johnson and Garrett S. Sill, who exercise shared voting and investment powers with respect to such shares. |
(4) | Mr. Scott Quist is the Company’s Chairman of the Board, President, and Chief Executive Officer. Includes options to purchase 101,063 shares of Class A common stock and 405,604 shares of Class C common stock that are currently exercisable or will become exercisable within 60 days of March 31, 2019. Mr. Quist’s options to purchase 405,604 shares of Class C common stock may also, at Mr. Quist’s election, consist of options to purchase 405,604 shares of Class A common stock, or any combination thereof. Mr. Quist has elected to purchase Class C common shares with respect to such options to the extent there are sufficient authorized but unissued Class C common shares available for issuance with respect to such options. Otherwise, Mr. Quist will elect to purchase shares of Class A common stock with respect to such options. |
(5) |
Does not include 2,148,760 shares of Class A common stock owned by the Company’s 401(k) Retirement Savings Plan, of which Scott M. Quist, Stephen C. Johnson and Garrett S. Sill are members of the investment committee and, accordingly, exercise
shared voting and investment powers with respect to such shares.
|
(6) |
Does not include 495,618 shares of Class A common stock and 307,491 shares of Class C common stock owned by the
Company’s Employee Stock Ownership Plan (ESOP), of which Scott M. Quist, S. Andrew Quist, and Robert G. Hunter are the trustees and, accordingly, exercise
shared voting and investment powers with respect to such shares.
|
(7) |
Does not include 879,956 shares of Class A common stock owned by the Company’s Non-Qualified Deferred Compensation
Plan, of which Scott M. Quist, Stephen C. Johnson, and Garrett S. Sill are members of the investment committee and, accordingly, exercise shared voting and investment powers with respect to such shares.
|
(8) |
Does not include 82,558 shares of Class A common stock and 129,807 shares of Class C common stock owned by
Associated Investors, a Utah general partnership, of which Scott M. Quist is the managing partner and, accordingly, exercises sole voting and investment powers with respect to such shares.
|
(9) |
Based solely on the Schedule
13G filed on February 8, 2019, Jordan Capital Partners, L.P. has shared voting and dispositive power with respect to 910,851 shares of the Company’s Class A
common stock, or 6.0% of the outstanding shares of Class A common stock. Jordan Capital AM, LLC is the general partner of Jordan Capital Partners, L.P., which has shared voting and dispositive power with respect to 994,851 shares of the
Company’s Class A common stock, or 6.6% of the outstanding shares of Class A common stock. The address for Jordan Capital Partners, L.P. and Jordan Capital
AM, LLC is 6001 River Road, Suite 100, Columbus, Georgia 31904.
|
(10)
|
The investment committee of the Company’s Non-Qualified Deferred Compensation Plan consists of Scott M. Quist, Stephen C. Johnson, and Garrett S. Sill, who exercise shared voting and investment powers with respect to such shares.
|
(11)
|
The trustees of the Employee Stock Ownership Plan (ESOP) are Scott M. Quist, S. Andrew Quist, and Robert G.
Hunter, who exercise shared voting and investment powers.
|
(12)
|
Ms. Overbaugh is the Company’s
Senior Vice President of Life Insurance Internal Operations. Includes options to purchase 40,587 shares of Class A common stock granted to Ms. Overbaugh that are currently exercisable or will become exercisable within 60 days of March 31,
2019.
|
(13)
|
Mr. Overbaugh is the Company’s Vice President, National Marketing Director of Life Insurance, and a director.
Includes options to purchase 99,155 shares of Class A common stock and options to purchase 28,612 shares of Class C common stock that are exercisable or will become exercisable within 60 days of March 31, 2019. The options to purchase
28,612 shares of Class C common stock may also, at Mr. Overbaugh’s election, consist of options to purchase 28,612 shares of Class A common stock, or any combination thereof. Mr. Overbaugh has elected to purchase Class C common shares with
such options to the extent there are sufficient authorized but unissued Class C common shares available for issuance with respect to such options. Otherwise, Mr. Overbaugh will elect to purchase shares of Class A common stock with respect
to such options.
|
(14)
|
Mr. Andrew Quist is the Company’s Vice President, General Counsel, and a director. Includes options to purchase
120,262 shares of Class A common stock and options to purchase 28,612 shares of Class C common stock that are exercisable or will become exercisable within 60 days of March 31, 2019. The options to purchase 28,612 shares of Class C common
stock may also, at Mr. Quist’s election, consist of options to purchase 28,612 shares of Class A common stock, or any combination thereof. Mr. Andrew Quist has elected to purchase Class C common shares with such options to the extent there
are sufficient authorized but unissued Class C common shares available for issuance with respect to such options. Otherwise, Mr. Quist will elect to purchase shares of Class A common stock with respect to such options.
|
(15)
|
The managing general partner of Associated Investors is Scott M. Quist, who exercises sole voting and investment
powers.
|
(16)
|
Mr. Sill is the Company’s Chief Financial Officer and Treasurer. Includes options to purchase 44,408 shares of Class A common stock and options to purchase 21,788 shares of Class C common
stock that are currently exercisable or will become exercisable within 60 days of March 31, 2019. The options to purchase 21,788 shares of Class C common stock may also, at Mr. Sill’s election, consist of options to purchase 21,788 shares of Class A common stock, or any combination thereof. Mr.
Sill has elected to purchase Class C common shares with such options to the extent there are sufficient authorized but unissued Class C common shares available for issuance with respect to such options. Otherwise, Mr Sill will elect to
purchase shares of Class A common stock with respect to such options.
|
(17)
|
Mr. Stephens is the Company’s Senior General Counsel and Secretary. Includes options to purchase 35,791 shares of
Class A common stock granted to Mr. Stephens that are currently exercisable or will become exercisable within 60 days of March 31, 2019.
|
(18)
|
Mr. Moody is a director of the Company. Includes options to purchase 68,800 shares of Class A common stock granted
to Mr. Moody that are currently exercisable or will become exercisable within 60 days of March 31, 2019.
|
(19)
|
Dr. Hunter is a director of the Company. Includes options to purchase 68,800 shares of Class A common stock
granted to Dr. Hunter that are currently exercisable or will become exercisable within 60 days of March 31, 2019.
|
(20)
|
Mr. Johnson is the Company’s
Vice President of Mortgage Operations. Includes options to purchase 48,697 shares of Class A common stock granted to Mr. Johnson that are currently exercisable or will become exercisable within 60 days of March 31, 2019.
|
(21)
|
Mr. Adam Quist is Vice President –
Memorial Services, Assistant Secretary, and General Counsel of the Company. Includes options to purchase 22,638 shares of Class A common stock and options to purchase 21,788 shares of Class C common stock that are currently exercisable or
will become exercisable within 60 days of March 31, 2019. The options to purchase 21,788 shares of Class C common stock may also, at Mr. Quist’s election,
consist of options to purchase 21,788 shares of Class A common stock, or any combination thereof. Mr. Adam Quist has elected to purchase Class C common shares with such options to the extent there are sufficient authorized but unissued
Class C common shares available for issuance with respect to such options.
|
(22)
|
Mr. Fuller is a director of the Company. Includes options to purchase 33,814 shares of Class A common stock
granted to Mr. Fuller that are currently exercisable, or will become exercisable, within 60 days of March 31, 2019.
|
(23)
|
Mr. Cook is a director of the Company. Includes options to purchase 32,406 shares of Class A common stock
granted to Mr. Cook that are currently exercisable or will become exercisable within 60 days of March 31, 2019.
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(24)
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Mr. Wilbur is a director of the Company. Includes options to purchase 25,985 shares of Class A common stock
granted to Mr. Wilbur that are currently exercisable or will become exercisable within 60 days of March 31, 2019.
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