Jason G. Overbaugh
Vice President, National Marketing Director of Life Insurance at SECURITY NATIONAL FINANCIAL
Executive
Board
About Jason G. Overbaugh
Jason G. Overbaugh is Vice President and National Marketing Director of Life Insurance at Security National Life Insurance Company and has served as a director of Security National Financial Corporation since 2013; age 50; B.S. in Finance from the University of Utah . He has 27 years of company experience across insurance, real estate, and memorial operations with prior roles in investment management and operations . Company performance context during recent years: total shareholder return (value of initial $100) improved from 79 (2022) to 123 (2023) to 140 (2024); net income was $25.690M (2022), $14.495M (2023), and $26.536M (2024) . He is the nephew of Chairman/CEO/President Scott M. Quist, indicating related-party dynamics in governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Security National Financial Corporation | Vice President and Assistant Secretary | 2002–2013 | Executive support across corporate functions; governance exposure |
| Security National Life Insurance Company | Vice President; National Marketing Director of Life Insurance | 2006–present | Led life insurance marketing; growth and distribution focus |
| Security National Life Insurance Company | Vice President; investment manager (construction lending, commercial real estate) | 2003–2006 | Managed investment portfolio; capital deployment |
| Memorial Estates, Inc. | Vice President (operations and sales) | 2000–2003 | Operational leadership; sales execution in memorial services |
External Roles
| Organization | Role | Years |
|---|---|---|
| LOMA Life Insurance Council | Director | 2007–present |
| NFDA (National Funeral Directors Association) | Member | Not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $333,958 | $354,167 |
| All Other Compensation ($) | $39,018 | $41,554 |
Perquisites and Benefits Detail (2023 vs 2024)
| Item | 2023 ($) | 2024 ($) |
|---|---|---|
| Group life insurance premiums | $174 | $174 |
| Medical insurance premiums | $25,224 | $27,131 |
| Long-term disability premiums | $420 | $449 |
| Company contributions to defined contribution plans | $13,200 | $13,800 |
| Auto-related payments | $0 | $0 |
| Gym membership incentives | $0 | $0 |
Performance Compensation
| Incentive Type | 2023 ($) | 2024 ($) | Metric/Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|---|
| Discretionary Cash Bonus | $166,750 | $167,750 | Not disclosed | N/A | N/A | Discretionary; no formal metrics disclosed | N/A |
| Stock Options (Grant Date Fair Value) | $77,453 | $122,459 | Time-based | N/A | N/A | Option awards under equity plans | 25% per quarter over 1 year [12/06/2024 grant and generally] |
Option Grants and Vesting Terms (Jason G. Overbaugh)
| Grant Year | Options (#) | Exercise Price ($/sh) | Vesting Schedule |
|---|---|---|---|
| 2017 | 20,000 (Class A or C, at election) | $3.44 | 25% per quarter over 1 year |
| 2018 | 25,000 (Class A or C, at election) | $3.96 | 25% per quarter over 1 year |
| 2019 | 30,000 (Class A or C, at election) | $4.12 | 25% per quarter over 1 year |
| 2020 | 30,000 (Class A or C, at election) | $2.99 | 25% per quarter over 1 year |
| 2021 | 30,000 (Class A or C, at election) | $7.39 | 25% per quarter over 1 year |
| 2022 | 35,000 (Class A or C, at election) | $5.85 | 25% per quarter over 1 year |
| 2023 | 40,000 (Class A or C, at election) | $7.59 | 25% per quarter over 1 year |
| 2024 | 6,950 (Class A or C, at election) | $14.39 | 25% per quarter over 1 year |
| 2024 | 33,050 (Class A or C, at election) | $13.08 | 25% per quarter over 1 year |
Exercised Options (2024)
| Metric | 2024 |
|---|---|
| Shares Acquired on Exercise (#) | 34,068 |
| Value Realized on Exercise ($) | $179,424 |
The company’s Stock Purchase Plan allows officers/directors to sell Class A shares to the company upon option exercise to cover taxes (up to 60,000 shares per calendar year), potentially mitigating forced selling pressure during trading windows .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Class A Shares Beneficially Owned (#) | 239,064 |
| Class A Ownership (%) | 1.2% |
| Class C Shares Beneficially Owned (#) | 247,442 |
| Class C Ownership (%) | 7.0% |
| Total Shares Beneficially Owned (A+C) (#) | 486,506 |
| Combined Ownership (%) | 2.0% |
| Exercisable Options (currently) | 201,941 (Class C, elective into A) |
| Deferred Compensation Account – Company Shares (#) | 28,711 Class A shares (part of $345,393 balance at 12/31/2024) |
| Pledging / Hedging | Not disclosed; insider trading policy restricts trading on MNPI and blackout periods |
Employment Terms
- No individual employment agreement, severance, or change-of-control provisions specific to Jason G. Overbaugh are disclosed in the 2025 proxy or 2024 10-K; CEO Scott M. Quist has a comprehensive agreement extended to 2030 (seven-year pay/benefits continuation if not retained after sale/merger; 20-year retirement benefit at 75% of compensation) .
- Non-Qualified Deferred Compensation Plan exists; company made no contributions for 2024 or 2023; executives may defer compensation; investment committee comprises Scott M. Quist, S. Andrew Quist, and Garrett S. Sill .
Board Governance
- Board Service: Director since 2013; nominated by Class A shareholders as one of three Class A-elected directors for 2025 .
- Committee Roles: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Executive Committees; these are composed of other named directors (committees largely independent) .
- Independence: The board identifies five independent directors; Overbaugh is an executive officer and thus not independent .
- Attendance: Board held five meetings in 2024; all directors attended all meetings except one absence by Ms. Love (implies Overbaugh attended 5/5) .
- Lead Director: Independent directors meet in executive session; H. Craig Moody designated lead director to preside at executive sessions .
- Dual-Role Implications: CEO also serves as Chairman; board articulates reasons for combined role; independence mitigated by executive sessions and independent committees, but combined roles may heighten oversight concerns .
Director Compensation (Context)
- Non-employee directors in 2024 received $43,200 cash retainer, plus meeting fees and equity (stock options to purchase 1,000 shares or 241 RSUs, plus an additional 9,400 options or 2,268 RSUs); retirement compensation equal to one month’s director fee per year of service . Overbaugh is an employee director and thus not included in the non-employee director compensation table .
Compensation Structure Analysis
- Mix Shift: For Overbaugh, base salary rose from $333,958 (2023) to $354,167 (2024); option grant fair value increased from $77,453 (2023) to $122,459 (2024); bonus remained roughly flat ($166,750 → $167,750), indicating a modest increase in equity-linked pay while cash compensation remained steady .
- Equity Design: Awards are predominately stock options with short one-year time-based vesting (25% quarterly), rather than PSUs tied to explicit performance metrics—lower performance linkage and potential for earlier liquidity via exercises .
- Pay vs Performance Context: Company TSR and net income strengthened in 2024 vs 2023, but Overbaugh’s bonus shows limited sensitivity to disclosed metrics; no formal KPIs disclosed for bonuses .
- Related Party: Compensation paid in 2024 to related family members (including Overbaugh with $685,927 total) was reviewed by the Audit Committee under related party policies .
Risk Indicators & Red Flags
- Related Party Transactions: Family relationship with CEO; compensation reviewed under related-party policy .
- Section 16(a) Compliance: Inadvertent late filings in 2024 included one by Jason Overbaugh .
- Pledging/Hedging: No pledging disclosure; insider trading policy restricts trading during blackout periods and with MNPI; hedging restrictions not explicitly disclosed .
- Option Liquidity: Company Stock Purchase Plan facilitates insider liquidity to cover tax obligations upon exercises (up to 60,000 Class A shares/year purchased by the company), potentially smoothing insider selling cadence .
Equity Plans & Share Availability
- As of March 31, 2025, 204,143 equivalent Class A shares remained available under the 2022 Equity Incentive Plan; board sought approval for an additional 3,000,000 shares to continue alignment and retention objectives .
- At 12/31/2024, 2,383,807 options were outstanding across plans; weighted average exercise price $5.93; 229,706 shares remained available for issuance under equity compensation plans .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2023 Say-on-Pay Vote | 38,991,463 For; 539,876 Against; 20,682 Abstain |
| Frequency Vote | Advisory say-on-pay every three years approved |
Investment Implications
- Alignment: Overbaugh’s meaningful ownership (486,506 total shares; 2.0% combined) and significant exercisable options (201,941) indicate skin-in-the-game, with deferred comp including 28,711 company shares further aligning interests .
- Performance Linkage: Incentives are primarily time-based options with short vesting; absence of disclosed performance metrics (e.g., revenue, EBITDA, TSR targets) reduces pay-for-performance rigor and may weaken direct incentive alignment to operating KPIs .
- Liquidity/Selling Pressure: Option exercises (34,068 shares; $179,424 value realized in 2024) and the Stock Purchase Plan mechanism suggest regularized liquidity events tied to annual grants; monitor Form 4s near vesting windows for trading signals .
- Governance Risk: Family ties to CEO and executive-director status (non-independent) plus combined CEO/Chairman role elevate independence concerns; mitigants include independent committees and lead director executive sessions—nonetheless a governance discount risk for some investors .
- Retention: No disclosed employment agreement or severance/change-of-control protections specific to Overbaugh; retention relies on ongoing equity grants and role significance; increased 2024 option value supports retention but performance linkage remains limited .