John L. Cook
About John L. Cook
Independent director since 2013; age 69 as of the 2024 proxy; co-owner/operator of Cook Brothers Painting, Inc. since 1982; attended the University of Utah. The Board values his construction and real estate experience, noting his advisory role on the Company’s commercial and residential real estate investments and development projects .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cook Brothers Painting, Inc. | Co-owner and operator | 1982–present | Construction/real estate expertise leveraged by SNFCA Board; advises on real estate investments and development |
External Roles
- No other public company directorships disclosed in the Company’s 2024 and 2025 proxy biographies for Mr. Cook .
Board Governance
- Independence: The Board affirmatively determined John L. Cook is independent under Nasdaq listing standards; six of ten nominees in 2024 were independent (including Cook) .
- Committee assignments:
- Audit Committee: Members—Gilbert A. Fuller (Chair), John L. Cook, H. Craig Moody, Ludmya B. Love, Shital A. Mehta; met 3 times in 2023 .
- Compensation Committee: Members—H. Craig Moody (Chair), John L. Cook, Gilbert A. Fuller, Robert G. Hunter, M.D., Ludmya B. Love, Shital A. Mehta; met 2 times in 2023; composed solely of independent directors .
- Attendance: The Board held 5 meetings in 2023; each director attended all Board meetings (100% attendance) .
- Leadership: Combined Chair/CEO structure; no Lead Independent Director, though independent directors meet in executive sessions .
- Say‑on‑Pay (2023, advisory): 38,991,463 For; 539,876 Against; 20,682 Abstain—indicates broad shareholder support for executive pay program .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $43,200 per year ($3,600/month) | For outside directors |
| Meeting day fees | $750 per day | For certain management meetings and for each day of Audit Committee meetings |
| Retirement compensation | One month director’s fee per year of service | Paid upon retirement from the Board |
| 2023 cash fees (Cook) | $38,250 | Actual fees earned/paid in cash in 2023 |
Performance Compensation
| Grant/Exercise Date | Instrument | Quantity | Strike/Fair Value | Source/Notes |
|---|---|---|---|---|
| 2023-12-01 | Director Stock Option | 8,000 | $7.99 (strike) | Form 4 grant; consistent with 1,000 annual options/RSUs plus a 7,000 additional 2023 grant policy |
| 2024-04-12 | Common Stock (Option Exercise, M-Exempt) | 8,702 | $6.96 | Form 4 exercise |
| 2024-12-06 | Restricted Stock Units (Award) | 2,509 | $13.08 (grant-date price) | Form 4 award |
| 2025-04-01 | Restricted Stock Units (Award) | 627 | $13.08 (grant-date price) | Form 4 award |
| 2025-07-01 | Restricted Stock Units (Award) | 628 | $13.08 (grant-date price) | Form 4 award |
| 2024-12-06 (filed 2025-07-09) | Restricted Stock Units (Award) | 1,882 | $13.08 (grant-date price) | Form 4 award |
| 2023 (year) | Option Awards (fair value) | — | $15,508 | 2023 Director Compensation table (fair value for options) |
Equity grant policy: Outside Directors may elect an annual grant of either 1,000 stock options or 1,000 RSUs; in 2023 each Outside Director also received an additional grant of 7,000 stock options .
Other Directorships & Interlocks
- No other public company boards disclosed for John L. Cook in 2024/2025 proxies .
- Related-party transactions: The Company and its Board were unaware of any related party transactions requiring disclosure as of December 31, 2024; no related-party leases requiring disclosure .
- Family relationships: Proxy discloses Quist family relationships; none disclosed for Mr. Cook .
Expertise & Qualifications
- Construction/real estate domain expertise; long-term operator of a construction services business (Cook Brothers Painting, Inc.) .
- University of Utah education; Board credits him with valuable input on real estate acquisitions and development across SNFCA’s portfolio .
Equity Ownership
| Measure (as of March 31, 2024 unless noted) | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 73,478 (<1%) | Beneficial ownership table |
| Options currently exercisable | 67,073 | Footnote (20) indicates currently exercisable options |
| Options disclosed elsewhere | 73,073 | Director compensation footnote states 73,073 options outstanding; discrepancy vs. footnote (20) noted |
Section 16(a) compliance: One inadvertently late filing for John Cook (upon an option exercise) in 2023, among several directors; Company states overall compliance with required filings except these late items .
Governance Assessment
- Strengths: Independent director with 100% Board meeting attendance in 2023; active roles on Audit and Compensation Committees; committees composed of independent directors; continued equity alignment via options/RSUs .
- Alignment: Holds 73,478 Class A shares plus significant currently exercisable options; recurring equity grants (options and RSUs) suggest ongoing alignment with shareholder outcomes .
- Risks/Red Flags:
- Minor: Inadvertently late Section 16 filing in 2023 (option exercise) .
- Structural: No Lead Independent Director; combined Chair/CEO structure (mitigated by executive sessions of independent directors) .
- Data inconsistency: Options outstanding count discrepancy (67,073 currently exercisable per ownership footnote vs. 73,073 cited in director compensation footnote) warrants clarification in future filings .
- Conflicts: Company reports no related-party transactions requiring disclosure for 2024 year-end; no related-party leases; Cook’s external business not identified in related-party disclosures—reduces immediate conflict risk .
Director Compensation (Detail for 2023)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| John L. Cook | $38,250 | — | $15,508 | — | $53,758 |
Policy context: Outside Directors are paid $43,200 annually plus $750 per qualifying meeting day; annual equity grant of 1,000 options or 1,000 RSUs, with an additional 7,000 options granted in 2023 to each Outside Director; retirement compensation equals one month’s director fee per year of service .
Committee Overview (2023 activity)
| Committee | Chair | Members | 2023 Meetings | Cook’s Role |
|---|---|---|---|---|
| Audit | Gilbert A. Fuller | Fuller, Cook, Moody, Love, Mehta | 3 | Member |
| Compensation | H. Craig Moody | Moody, Cook, Fuller, Hunter, Love, Mehta | 2 | Member |
| Executive | Scott M. Quist | Quist (Chair), Fuller, Moody, S. Andrew Quist | 1 | Not a member |
Insider Trades (Form 4 highlights – alignment and activity)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Owned |
|---|---|---|---|---|---|---|
| 2023-12-05 | 2023-12-01 | A (Award) | Director Stock Option | 8,000 | $7.99 | 73,073 |
| 2024-04-19 | 2024-04-12 | M (Exempt) | Class A Common | 8,702 | $6.96 | 15,107 |
| 2024-12-13 | 2024-12-06 | A (Award) | RSU | 2,509 | $13.08 | 59,672 |
| 2025-04-03 | 2025-04-01 | A (Award) | RSU | 627 | $13.08 | 59,045 |
| 2025-07-09 | 2025-07-01 | A (Award) | RSU | 628 | $13.08 | 58,417 |
| 2025-07-09 | 2024-12-06 | A (Award) | RSU | 1,882 | $13.08 | 59,045 |
Note: Post-transaction ownership values reflect the “securitiesOwned” reported in the respective Form 4 records .
Equity Ownership & Alignment Commentary
- Beneficial ownership: 73,478 Class A shares (<1%); options currently exercisable of 67,073 per beneficial ownership footnote; director comp footnote cites 73,073 options—Company should reconcile in future filings .
- Ongoing equity awards (options and RSUs) and periodic exercises indicate continued equity alignment and participation in director equity programs .
Conflicts & Related Party Exposure
- The Company’s 2024 10-K states the Board and Company are unaware of any related-party transactions requiring disclosure; no related-party lease transactions as of year-end 2024 .
- Board procedure requires disclosure of material interests/affiliations that may conflict with Company interests .
Summary Signals for Investors
- Positive: Independence; full attendance; meaningful committee participation; clear equity participation; strong say‑on‑pay support .
- Watch items: Late Section 16 filing (minor process issue); absence of Lead Independent Director; reconcile options count inconsistency across proxy sections .