H. Craig Moody
About H. Craig Moody
H. Craig Moody, age 73, has served as an independent director of Security National Financial Corporation since 1995; he is the owner of Moody & Associates (political consulting and real estate) and previously served as Speaker and Majority Leader of the Utah House of Representatives, as well as Co‑Chair of the Utah Legislative Audit Committee (1989–1992). He holds a B.S. in Political Science from the University of Utah and currently serves as the Board’s Lead Director, meeting regularly in executive session with other independent directors. The Board has affirmatively determined that Mr. Moody is independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Utah House of Representatives | Speaker; House Majority Leader | Not disclosed | Political leadership and legislative oversight expertise leveraged for governance effectiveness |
| Utah Legislative Audit Committee | Co‑Chair | 1989–1992 | Audit oversight experience relevant to board committee work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moody & Associates | Owner | Employed each of past five years | Political consulting and real estate; private firm (no public company directorship disclosed) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee Chair; Executive Committee member.
- Lead Director: Presides over executive sessions of independent directors.
- Independence: Determined independent under Nasdaq listing standards.
- Board size and meetings: Board held 5 meetings in FY2024; Mr. Moody attended all meetings (only Ms. Love missed one).
- Board leadership: Combined Chair/CEO; no lead independent director generally, though independent directors meet in executive sessions and Mr. Moody is designated lead director for those sessions.
Fixed Compensation
| Component (Directors) | 2024 Policy Detail | Mr. Moody 2024 Actual |
|---|---|---|
| Annual cash retainer | $43,200 per year ($3,600 monthly) [Independent Director Compensation] | $45,450 fees earned/paid in cash |
| Meeting fees | $750 per day for certain management meetings and each day of attendance at Audit Committee meetings | Included within reported fees; specific daily counts not disclosed |
| Expense reimbursement | Reimbursed for Board/committee attendance | Provided per policy (amounts not itemized) |
| Retirement compensation | One month director’s fee per year of service upon retirement | Policy in place; individual accruals not disclosed |
Performance Compensation
| Component | 2024 Detail | Mr. Moody 2024 Actual |
|---|---|---|
| Annual equity grant (Outside Directors) | Director’s choice: 1,000 options or 241 RSUs each year; additional 2024 grant of 9,400 options or 2,268 RSUs; vesting 25% per quarter over one year | Stock awards (RSUs) $8,165; no option awards in 2024 |
| Vesting mechanics | Options/RSUs vest 25% per quarter over one year (Director Plan); 2022 Equity Plan amended in March 2023 to permit <1 year vesting for RSUs for directors | Applies to Mr. Moody’s director equity awards |
| Performance metrics tied to director equity | Not disclosed; equity grants are time‑based vesting (no TSR/financial hurdles specified) | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists only Moody & Associates; no other public company boards disclosed for Mr. Moody |
Expertise & Qualifications
- Expertise: Real estate and governmental affairs; years of business and leadership experience cited by the Board as rationale for continued service.
- Audit committee financial expert designation: Gilbert A. Fuller designated as audit committee financial expert; Mr. Moody not designated in that capacity.
- Governance role: Chairs Compensation and Nominating & Corporate Governance Committees; serves as Lead Director for executive sessions.
Equity Ownership
| Security | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 97,559 shares | <1% | Includes currently exercisable options to purchase 57,163 Class A shares; also holds 2,509 RSUs |
| Class C Common Stock | None disclosed | — | No Class C holdings attributed to Mr. Moody |
| Combined A+C | 97,559 shares | <1% | Aggregate across classes as applicable |
Director Compensation (2024)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $45,450 |
| Stock Awards | $8,165 |
| Option Awards | — (none in 2024) |
| Total | $53,615 |
| Holdings Context | Options to purchase 66,706 Class A shares; 2,509 RSUs held (balances, not 2024 grants) |
Compensation Committee Analysis (Context)
- Committee composition and independence: Compensation Committee comprises five independent directors.
- Responsibilities: Sets/administers executive compensation policy, annual bonuses, equity participation, and benefit plan contributions.
- Consultant usage: Neither the Board nor Compensation Committee retained a consultant for the 2022 Equity Incentive Plan amendment.
- Report signatories: “Compensation Committee” report signed by H. Craig Moody (Chair), Gilbert A. Fuller, John L. Cook, Shital A. Mehta, and Robert G. Hunter, M.D.
Say‑on‑Pay & Shareholder Feedback
| Vote | For | Against | Abstain | Frequency Outcome |
|---|---|---|---|---|
| 2023 Non‑binding advisory vote on NEO compensation | 38,991,463 | 539,876 | 20,682 | Shareholders approved “every three years” advisory vote for next six years |
Related‑Party Transactions and Conflicts
- Policy: Audit Committee reviews/approves related party transactions; code requires avoidance of conflicts and disclosure.
- Disclosed transactions: 2024 related party compensation disclosures involve the Quist family and Jason Overbaugh; no related party transactions disclosed involving Mr. Moody.
- Section 16 compliance (2024): Company notes inadvertent late filings for several insiders; Mr. Moody not listed among late filers.
Governance Assessment
- Strengths:
- Long‑tenured independent director with leadership roles (Lead Director; Chair of Compensation and Nominating & Corporate Governance), signaling high engagement and influence over board processes.
- Full 2024 attendance; independence affirmed under Nasdaq rules, supporting board effectiveness.
- Meaningful equity exposure via options and RSUs, creating alignment, albeit ownership remains <1% of class.
- Structured director compensation framework with time‑based vesting; retirement policy promotes continuity.
- Watch items / potential red flags:
- Significant proposed increase to equity plan share reserve (additional 3,000,000 shares; potential dilution up to ~14.79% for Class A, 12.71% fully converted), which the Board recommends; as Compensation Committee Chair, Mr. Moody influences equity strategy—investors may scrutinize dilution versus performance outcomes.
- No independent compensation consultant retained for equity plan amendment analysis.
- Combined Chair/CEO structure without a general lead independent director, though Mr. Moody serves as Lead Director for executive sessions; governance purists may prefer a formal lead independent director role separate from executive sessions.
- Overall: Mr. Moody’s independence, leadership across key committees, and attendance support investor confidence; equity plan dilution and consultant absence merit monitoring in the context of pay‑for‑performance and shareholder value.