Adam G. Quist
President – Memorial Services, Assistant Secretary, and General Counsel at SECURITY NATIONAL FINANCIAL
Executive
Board
About Adam G. Quist
Adam G. Quist is President – Memorial Services, Assistant Secretary, General Counsel and a director at Security National Financial Corporation; age 39; director since 2021; he holds a B.S. and MAcc (tax) from Brigham Young University and a J.D. from the University of Utah; he is a member of the Utah State Bar . Company pay-versus-performance shows strong 2024 recovery: TSR improved to 140 from 123 in 2023 and net income rose to $26.5M from $14.5M; 2022 net income was $25.7M . Adam’s compensation increased with higher cash bonus and larger option grants in 2024, consistent with the company’s emphasis on cash incentive plus equity participation tied to financial performance .
Company performance (FY 2022–FY 2024):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (Index, $100 initial) | 79 | 123 | 140 |
| Net Income ($USD Millions) | $25.690 | $14.495 | $26.536 |
| Revenue ($USD Millions) | $371.7* | $313.0* | $328.0* |
| EBITDA ($USD Millions) | $60.1* | $30.6* | $47.5* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Security National Financial Corporation | Assistant Secretary; Associate General Counsel (2015–2017); General Counsel (2017–present) | 2015–present | Legal/regulatory leadership; corporate governance; alignment across subsidiaries . |
| Security National Life Insurance Company (subsidiary) | President | 2023–present | Leadership of life business; underwriting/operations oversight . |
| Memorial Estates, Inc. (subsidiary) | Vice President (2015–2023); President (2023–present); COO (2016–2024) | 2015–present | Operations and sales leadership driving memorial services profitability . |
| Memorial Mortuary, Inc. (subsidiary) | Vice President (2015–2023); President (2023–present); COO (2016–2024) | 2015–present | Service operations, margin execution in mortuary services . |
| Security National Financial Corporation | President – Memorial Services | Current | Segment P&L, execution and growth in memorial services . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ACLI Life Insurance Committee | Committee member | 2019–present | Industry policy engagement for life insurance . |
| Special Olympics Utah | Board of Directors | Jan 2021–present | Non-profit governance . |
Fixed Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Base Salary | 328,458 | 358,729 |
| Cash Bonus | 234,475 | 318,000 |
| Option Awards (Grant-Date FV) | 154,873 | 252,629 |
| All Other Compensation | 46,691 | 49,914 |
| Total | 764,497 | 979,272 |
All Other Compensation detail (Adam G. Quist):
- Perks and personal benefits: $8,400 (2024); $7,800 (2023) .
- Registrant contributions to defined contribution plans: $13,800 (2024); $13,200 (2023) .
- Insurance premiums (group life, medical, LTD): $27,714 (2024); $25,691 (2023) .
Performance Compensation
Annual incentive plan structure (company-wide):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company financial performance (not further specified) | Not disclosed | Not disclosed | Not disclosed | $318,000 cash bonus to Adam (2024) | Cash (annual) |
Equity awards granted to Adam (2024):
| Grant Date | Type | Shares/Options | Exercise Price | Expiration | Grant-Date FV | Vesting |
|---|---|---|---|---|---|---|
| 12/06/2024 | Stock Options | 6,950 | $14.39 | 12/06/2029 | $14,900 | 25% per quarter over one year |
| 12/06/2024 | Stock Options | 73,050 | $13.08 | 12/06/2034 | $237,729 | 25% per quarter over one year |
Option exercises and value realized (2024):
| Metric | Value |
|---|---|
| Options exercised (shares) | 2,805 |
| Value realized on exercise | $16,535 |
Option vesting cadence:
- All options vest at 25% per quarter over one year after grant date (including legacy grants from 2015–2024) .
Equity Ownership & Alignment
| Category | Class A Shares | % of Class A | Class C Shares | % of Class C | Combined Shares | % Combined |
|---|---|---|---|---|---|---|
| Beneficial Ownership (as of 3/31/2025) | 51,408 | <1% | 400,159 | 10.8% | 451,567 | 1.9% |
| Options – Currently Exercisable | 15,144 (Class A) | — | 400,159 (Class C) | — | — | — |
Additional alignment factors:
- Insider Trading Policy prohibits trading on MNPI and imposes blackout windows; no pledging or hedging policies are explicitly described in the proxy section provided .
- Company Stock Purchase Plan: facilitates sales to company (up to 60,000 Class A shares per year) to cover taxes on option exercises during trading windows—potentially reduces forced selling pressure at vesting .
Employment Terms
- Non-Qualified Deferred Compensation Plan: Adam had no reported balance in 2024 (table shows entries for other NEOs, not Adam) .
- Retirement and 401(k): Company matching and profit-sharing contribution programs; 2024 company 401(k) contribution totaled $768,288 across participants . Adam’s defined contribution plan contributions as part of “All Other Compensation”: $13,800 (2024), $13,200 (2023) .
- Change-in-control terms: Director Stock Option Plan (for outside directors) accelerates on certain change-in-control events; Adam is an employee/director rather than an outside director—this specific acceleration provision applies to outside directors .
Board Governance
- Board Service: Director since 2021 .
- Committee Memberships: Not listed on Audit, Compensation, Executive, or Nominating Committee rosters (those committees are comprised of other directors) .
- Attendance: Board held five meetings in 2024; all directors attended except Ms. Love missed one—implies Adam attended all .
- Independence: Board determined five of nine nominees are independent; Adam is a member of senior management and not identified as independent .
- Leadership Structure: CEO is also Chairman; Board cites reasons for combined role; independent directors meet in executive sessions; Board notes no lead independent director in its structure narrative, but designates a lead director (H. Craig Moody) to preside over executive sessions .
- Family Relationships: Adam is son of CEO/Chairman Scott M. Quist; also related to other executives/directors (family ties noted) .
Related Party Transactions and Conflicts
- Adam and S. Andrew Quist are sons of Scott M. Quist; Jason Overbaugh is Scott’s nephew. 2024 total compensation: Adam $979,272; Andrew $1,080,924; Overbaugh $685,927. Audit Committee concluded these related party transactions are reasonable and fair .
Say‑on‑Pay & Shareholder Feedback
| Meeting Date | Votes For | Votes Against | Abstentions | Frequency Selection |
|---|---|---|---|---|
| June 23, 2023 | 38,991,463 | 539,876 | 20,682 | Advisory vote every three years for next six years |
Compensation Structure Analysis
- Increased cash and equity mix: Adam’s 2024 bonus rose to $318,000 from $234,475, and option grant FV increased to $252,629 from $154,873—shifting total comp toward performance-tied incentives .
- Rapid vesting: One-year vesting at 25% per quarter for options expedites realizable value—supports retention near grant but may create near-term exercise dynamics .
- Equity overhang and burn rate: Aggregate options outstanding were ~2.18M (WAE $7.21) with 85.66% exercisable; 3-year net burn rate averaged ~1.76%; proposal to add 3,000,000 shares to 2022 Plan implies potential dilution, with Class A holders up to ~14.79% (fully converted ~12.71%) .
- Pay-for-performance alignment: Company ties annual incentives to achieving “certain financial performance” and uses options to align management with TSR and long-term value creation, though specific bonus metrics/weights are not disclosed .
Performance Compensation Details (Equity Overhang and Plan Amendment)
| Item | Detail |
|---|---|
| Outstanding Options as of 3/31/2025 | 2,181,589; 85.66% exercisable; 20.75% of exercisable above market (close $12.10 on 3/31/2025) . |
| Equity Overhang | 10.76% (outstanding awards + available shares / shares outstanding, pre-amendment) . |
| 2022 Plan Amendment | Additional 3,000,000 shares authorized (max 500,000 Class C); potential dilution to Class A up to 14.79% (fully converted 12.71%) . |
| Shares Available Post-Approval | 3,057,095 available; max 646,238 issuable as Class C . |
Risk Indicators & Red Flags
- Section 16(a) Compliance: Inadvertent late filings in 2024 included one by Adam G. Quist .
- Governance Concentration: CEO also Chairman; no formal lead independent director in general structure narrative, though executive sessions have a designated lead (Moody); combined roles and family ties reduce board independence optics .
- Dilution Risk: Proposed expansion of equity plan increases potential dilution; heavy use of options to NEOs and directors (95% of equity awards to NEOs/directors in 2024) .
Equity Ownership & Alignment (Detail)
| Category | Data |
|---|---|
| Ownership Guidelines | Not disclosed in proxy materials provided. |
| Pledging/Hedging | Not specified; Insider Trading Policy covers MNPI/blackouts . |
| Vested vs Unvested | Currently exercisable options disclosed; unexercisable detail provided at grant-level; all grants vest 25% per quarter over one year . |
Employment Terms (Economics)
| Term | Adam G. Quist |
|---|---|
| Employment Agreement | Not specifically disclosed for Adam in provided proxy; CEO’s agreement terms are disclosed separately . |
| Severance/CoC | Outside Director plan includes CoC acceleration for director options; not applicable to employee directors; no specific CoC terms disclosed for Adam’s employee options in provided sections . |
| Deferred Compensation | No 2024 balance reported for Adam . |
| 401(k) | Company matching/profit sharing; Adam’s DC contributions: $13,800 in 2024 . |
Investment Implications
- Alignment: Significant currently exercisable options (Class C 400,159; Class A 15,144) and rising cash bonus directly tie Adam’s comp to financial performance and share price, but rapid vesting (1-year, quarterly) can front-load realizable value and potentially increase short-term exercise/sale activity .
- Governance/Independence: As a management director and son of the CEO/Chairman, Adam’s board role is not independent, which—combined with combined CEO/Chair roles—suggests tighter insider control; investors may discount governance quality, especially amid expanded equity plan dilution .
- Dilution and Supply: The proposed 3,000,000-share addition to the 2022 Plan (up to ~14.79% dilution to Class A) and high award concentration to NEOs/directors (95%) raise potential supply overhang near vest/exercise windows—monitor Form 4 activity and trading windows around quarterly vest dates .
- Performance Linkage: Company TSR and net income improved in 2024; cash incentives are tied to “certain financial performance,” but lack of disclosed metrics/weights reduces transparency; continued TSR and profitability momentum should support option value realization and reduce retention risk .