S. Andrew Quist
About S. Andrew Quist
S. Andrew Quist is President – Mortgage Operations, General Counsel, and a director of Security National Financial Corporation; he has served as a director since 2013 and is age 44 . He previously served as Associate General Counsel (2007–2017) and has been General Counsel since 2017; he became President of SecurityNational Mortgage Company in 2022 . He holds a B.S. in Accounting from Brigham Young University and a J.D. from the University of Southern California, and is a member of the State Bar of California . Recent pay-versus-performance shows improving TSR (value of $100 investment: 2022: 79; 2023: 123; 2024: 140) alongside Net Income of $25.69M (2022), $14.50M (2023), and $26.54M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Security National Financial Corporation | Associate General Counsel | 2007–2017 | Led regulatory matters and acquisitions; legal support across divisions |
| Security National Financial Corporation | General Counsel | 2017–present | Oversees regulatory and acquisition activity; senior legal leadership |
| Security National Mortgage Company (subsidiary) | President | 2022–present | Leadership of mortgage operations segment |
| C&J Financial, L.L.C. | COO; Vice President | COO since 2010; VP 2008–2010 | Operations for funeral/burial insurance funding platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Alliance of Life Companies (NALC) | Director | 2013–present | Industry advocacy; network access across 200+ life insurers |
| National Alliance of Life Companies (NALC) | President | 2014–2016 | Set agenda for industry group; visibility and leadership |
| Utah Life Convention | President | Prior service (dates not specified) | Led consortium of Utah domestic life insurers |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 420,042 | 455,521 |
| Bonus ($) | 21,075 | 322,850 |
| All Other Compensation ($) | 46,830 | 49,924 |
| Total ($) | 642,820 | 1,080,924 |
Perquisites detail (2024): auto-related payments $8,400; group life premiums $144; medical premiums $27,131; long-term disability $449; defined contribution plan contributions $13,800 . No tax gross-ups, deferred comp contributions, or pension benefits for Quist disclosed in 2024–2023 .
Performance Compensation
| Award Type | Grant Date | Number of Options | Exercise/Base Price ($/sh) | Grant Date Closing Price ($/sh) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| Stock Options | 12/06/2024 | 6,950 | 14.39 | 13.08 | 14,900 | 25% per quarter over one year |
| Stock Options | 12/06/2024 | 73,050 | 13.08 | 13.08 | 237,729 | 25% per quarter over one year |
Option exercises and value realized (2024): 92,293 shares exercised; value realized $721,395 . Vesting conventions across historical grants are standard: options vest 25% per quarter over one year post-grant . Annual cash bonuses are tied to Company financial performance, with the Compensation Committee determining payouts; specific metric weights and targets are not disclosed .
Equity Ownership & Alignment
| Measure | Class A | Class C | Total |
|---|---|---|---|
| Beneficial Ownership (shares) | 206,869 (1.0%) | 427,010 (11.7%) | 633,879 (2.6%) |
| Options Currently Exercisable | 62,092 (A) | 324,846 (C) | 386,938 |
| Pledging | Not disclosed | — | — |
| Ownership Guidelines | Not disclosed | — | — |
Notes:
- Exercisable options in Class C may alternatively be exercised for Class A at the holder’s election subject to availability; Quist has elected Class C where available .
- Executive officers and directors as a group own ~13.0% of combined Class A and C .
Employment Terms
- Individual employment agreement terms for S. Andrew Quist (severance, change-of-control, clawbacks, non-compete) are not disclosed in the proxy; company-level plans include non-qualified deferred compensation and 401(k) matching, but Quist had no individual deferred comp balance as of 12/31/2024 . The non-qualified deferred compensation plan’s investment committee includes S. Andrew Quist . The insider trading policy imposes blackout periods and prohibits trading while in possession of material nonpublic information .
- The Company’s Stock Purchase Plan allows the Company to purchase up to 60,000 Class A shares per year from officers/directors at option exercise to pay taxes—creating liquidity on vest/exercise without open-market selling .
Board Governance
- Board service: Director since 2013; currently one of nine nominees, elected by Class A and C voting together . Not independent (member of senior management, and son of CEO) .
- Committee roles: Member, Executive Committee (Chair: Scott M. Quist); Executive Committee met once in 2024 .
- Board meetings: Five meetings held in 2024; all directors attended except Ms. Love missed one .
- Lead Independent Director: H. Craig Moody presides at executive sessions of independent directors .
- Dual-role implications: Company CEO also serves as Chairman; Board asserts combined role benefits; absence of separated chair could heighten governance risk, though independent directors meet in executive session . Family relationships disclosed: S. Andrew Quist and Adam G. Quist are sons of CEO; Jason G. Overbaugh is the CEO’s nephew .
Director Compensation
- As an employee-director, Quist’s compensation is reported under executive compensation; outside director fee structure includes $43,200 annual retainer, meeting fees, and small annual equity grants for non-employee directors (not applicable to Quist) .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say-on-pay vote (June 23, 2023) | For: 38,991,463; Against: 539,876; Abstain: 20,682 |
| Future frequency | Advisory vote every three years approved |
Compensation Structure Analysis
- Mix shift: Quist’s 2024 bonus rose materially vs. 2023 ($322,850 vs. $21,075), and option grant fair value increased ($252,629 vs. $154,873), indicating greater at-risk/equity-linked pay in 2024 .
- Equity mechanics: Options vest over one year (fast quarterly vesting), potentially increasing near-term exercise/sale activity; Quist realized $721,395 from option exercises in 2024 .
- Metric disclosure: Company states annual cash incentive is tied to financial performance, but no specific metrics/weights disclosed, limiting pay-for-performance transparency .
Related Party Transactions & Red Flags
- Related party: Disclosed family relationships (CEO’s sons and nephew are executives/directors) with stated total compensation; Audit Committee deemed transactions reasonable and fair .
- Section 16 compliance: Two late filings for S. Andrew Quist; Company cites inadvertent late filings among several insiders .
- Equity plan dilution: Proposed 3,000,000-share increase to 2022 Equity Incentive Plan implies up to ~12.71% dilution on a fully converted basis; Board rationale focuses on alignment and retention .
Company Performance Context (for Pay Alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 371,692,768* | 313,014,266* | 327,976,807* |
| EBITDA ($) | 60,140,083* | 30,648,750* | 47,465,954* |
| Net Income ($) | 25,690,302 | 14,495,058 | 26,535,768 |
Values retrieved from S&P Global.*
TSR proxy indicator (value of $100): 2022: 79; 2023: 123; 2024: 140 .
Notes on Insider Transactions and Vesting Pressure
- Form 4 retrieval attempt for S. Andrew Quist (2023–2025) via the insider-trades skill resulted in an authorization error (HTTP 401), so we rely on proxy-reported 2024 option exercises and vesting data for selling pressure analysis . The Company’s Stock Purchase Plan may facilitate tax-driven share sales at exercise, which can add predictable quarterly supply during vesting windows .
Investment Implications
- Alignment: High option exposure with one-year quarterly vesting can align incentives to support near-term share appreciation; 2024’s substantial bonus and exercises signal both improved operating results and potential incremental supply from exercises .
- Retention: Continuous senior roles since 2007 and external industry positions suggest stability; equity refresh in Dec-2024 supports retention through 2025 .
- Governance risk: Concentrated family involvement and combined CEO/Chair structure, with Quist serving as a non-independent director, heighten independence concerns; presence of lead independent director partly mitigates .
- Dilution outlook: Equity plan amendment adds potential dilution (~12.71% fully converted), increasing equity overhang; monitor grant cadence and burn rate given high allocation to NEOs/directors .
- Trading signals: Quarterly vesting schedule and company stock purchase program may create predictable windows of option exercise-related liquidity; 2024 exercises/value realized indicate active monetization .