Gilbert A. Fuller

About Gilbert A. Fuller

Gilbert A. Fuller (age 84) is an independent director of Security National Financial Corporation (SNFCA), serving on the Board since 2012. He is a former Executive Vice President, Chief Financial Officer, and Secretary of USANA Health Sciences, Inc. (2006–2008), and has served on USANA’s Board since 2008. He holds a B.S. in Accounting and an M.B.A. from the University of Utah. The Board has designated him an “audit committee financial expert” under Item 407(d) of Regulation S-K, reflecting deep accounting and finance credentials .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Fuller is independent under Nasdaq listing standards .
• Committee assignments (2024 activity levels in parentheses):
  • Audit Committee — Chair; designated Audit Committee financial expert; met 3x in 2024 .
  • Compensation Committee — Member; all independent directors; met 3x in 2024 .
  • Nominating & Corporate Governance Committee — Member; all independent directors; met 2x in 2024 .
  • Executive Committee — Member; met 1x in 2024 .
• Attendance: Board met 5 times in 2024; all directors attended all meetings except one absence by another director, implying 100% attendance by Fuller .
• Leadership structure: CEO also serves as Chair; no standing lead independent director, though independent directors meet in executive session and H. Craig Moody is designated to preside at those sessions .

Fixed Compensation

Director cash compensation and equity by year (outside director):

• Program terms: Outside Directors receive $43,200 annual retainer plus $750 per day for certain management and Audit Committee meetings; annual equity choice of 1,000 options or 241 RSUs, and in 2024 an additional grant of 9,400 options or 2,268 RSUs at the director’s election; retirement benefit equals one month of director’s fees per year of service .

Performance Compensation

• Director equity program is time-based (not performance-based). Options vest 25% per quarter over one year; RSU vesting for directors may be under one year following a 2023 plan amendment (shorter vesting can weaken long-term alignment) .
• Fuller’s outstanding director equity:

Other Directorships & Interlocks

Expertise & Qualifications

• Former public-company CFO and corporate secretary; decades of finance, accounting, and corporate strategy experience .
• Audit Committee Chair and “financial expert,” indicating depth in internal controls, audit oversight, and financial reporting .
• Advanced education in accounting and business (B.S. Accounting; M.B.A.) .

Equity Ownership

• No pledge footnotes are disclosed for Fuller in the beneficial ownership tables (pledging would be a red flag if present) .

Insider Trading and Section 16(a) Notes

Governance Assessment

• Strengths

  • Independent director with strong financial acumen; Audit Committee Chair and SEC-defined financial expert; signed Audit Committee Report; supports robust financial reporting oversight .
  • Full board attendance in 2024; high engagement metrics across committees with multiple meetings held (Audit 3x; Comp 3x; Nominating 2x; Executive 1x) .
  • Committees (Compensation and Nominating) are fully independent; aligns with governance best practices .
  • Say-on-pay support was very strong in 2023 (approx. 98.6% approval), reflecting investor comfort with compensation oversight (Fuller serves on the Compensation Committee) .

• Watch items / potential red flags

  • Combined CEO/Chair structure persists; no standing lead independent director (though an independent director presides over executive sessions). This structure centralizes authority and may reduce independent counterbalance on sensitive matters .
  • Family relationships among executives and directors (Quist family and a relative) represent a structural independence risk; oversight by independent directors like Fuller is critical in mitigating perceived conflicts .
  • Director RSUs permitted to vest in under one year after 2023 amendment; shorter vesting can diminish long-term alignment compared to multi-year vesting (particularly for directors) .
  • Proposed expansion of the 2022 Equity Incentive Plan by 3,000,000 shares implies up to 12.71% dilution on a fully converted basis; Compensation Committee and Board (including Fuller) supported the proposal—investors may scrutinize equity overhang and burn rate trends .

• Related-party exposure

  • No related-person transactions disclosed involving Fuller; Audit Committee (which he chairs) reviews and approves related-party transactions; 2024 disclosures focus on transactions involving Quist family members serving as executives .

• Compensation committee process

  • Compensation Committee composed solely of independent directors (including Fuller); for the 2024 equity plan amendment, neither the Board nor the Compensation Committee retained an outside consultant—investors may prefer independent advisor input on potentially dilutive equity authorizations .

Overall: Fuller enhances board effectiveness as an independent financial expert and Audit Chair with strong attendance and broad finance experience. Key governance risks relate to combined CEO/Chair structure, family interlocks among management/directors, shorter director RSU vesting, and equity plan dilution; continued strong committee oversight and transparent communication are important mitigants .