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Scott M. Quist

Scott M. Quist

Chairman of the Board, President, and Chief Executive Officer at SECURITY NATIONAL FINANCIAL
CEO
Executive
Board

About Scott M. Quist

Scott M. Quist is 71 and serves as Chairman of the Board, President, and Chief Executive Officer of Security National Financial Corporation; he has been CEO since 2012, President since 2002, and a director since 1986 . He holds a B.S. in Accounting and a law degree from Brigham Young University . Pay-versus-performance disclosures show 2024 TSR value of an initial $100 investment at 140 and GAAP net income of $26.536 million; the PEO’s “compensation actually paid” was $1.407 million . Revenues rose from $313.0 million in FY 2023 to $328.0 million in FY 2024*, while EBITDA increased from $30.6 million to $47.5 million*, supporting cash and equity bonus outcomes; quarterly net income in 2025 has trended higher (Q1: $4.338 million; Q2: $6.506 million; Q3: $7.815 million) .

Company performance context (Fiscal years)

MetricFY 2022FY 2023FY 2024
Revenues ($)$371,692,768*$313,014,266*$327,976,807*
EBITDA ($)$60,140,083*$30,648,750*$47,465,954*
Net Income - (IS) ($)$25,690,302 $14,495,058 $26,535,768

Values marked with * were retrieved from S&P Global.

Recent quarterly (latest four quarters, oldest→newest)

MetricQ4 2024Q1 2025Q2 2025Q3 2025
Revenues ($)$79,155,556*$81,091,611*$87,509,663*$86,270,572*
EBITDA ($)$3,463,573*$7,441,739*$10,380,617*$16,240,275*
Net Income - (IS) ($)$(41,747)*$4,338,292 $6,506,355 $7,815,026

Values marked with * were retrieved from S&P Global.

Past Roles

OrganizationRoleYearsStrategic Impact
Security National Financial Corp.PresidentSince 2002 Long-tenured operating leadership across insurance, mortgages, memorial services
Security National Financial Corp.DirectorSince 1986 Continuity of governance; family-led leadership structure
National Alliance of Life Companies (NALC)President; Treasurer/DirectorPresident: 1990–2000; Treasurer/Director: 1993–2013 Industry influence, regulatory engagement; network advantages
National Association of Life CompaniesTreasurer/Director1986–1991 Policy engagement prior to merger with ACLI

External Roles

OrganizationRoleYearsStrategic Impact
Key Bank of UtahRegional DirectorSince 1993 Banking relationships and market intelligence
ACLI Forum 500Board of Governors memberN/A Small insurer advocacy and policy voice

Fixed Compensation

Component ($)FY 2022FY 2023FY 2024
Base Salary$651,533 $692,533 $751,700
Bonus$382,500 $334,500 $337,500
All Other Compensation$48,318 $51,184 $52,563
Total$1,175,138 $1,182,762 $1,345,577

Notes: “All Other Compensation” includes company-paid automobile-related costs, life/medical/disability insurance, and 401(k) contributions .

Performance Compensation

Annual Incentive and Options Mix

  • Policy: Annual cash bonus tied to “Company financial performance”; specific metrics or weightings are not disclosed . CEO is excluded from committee deliberations on his own pay .
  • Equity focus: Options are primary long-term incentive; designed to align executives with shareholders and reward appreciation in Class A common stock .

Option Grants to Scott M. Quist (FY 2024)

Grant DateNumber of Options (#)Exercise Price ($/sh)Closing Price on Grant ($/sh)ExpirationGrant Date Fair Value ($)
12/06/20246,950$14.39 $13.08 12/06/2029 $14,900
12/06/202458,050$13.08 $13.08 12/06/2034 $188,914

Outstanding Equity Awards (Selected for Scott M. Quist)

Option Grant DateExercisable (#)Unexercisable (#)Exercise Price ($)Expiration
12/03/202157,881 $8.13 12/03/2026
12/02/202271,663 $6.14 12/02/2027
12/01/202368,250 $7.97 12/01/2028
12/06/20246,950 $14.39 12/06/2029
12/06/202458,050 $13.08 12/06/2034

Vesting

Grant DateVesting Schedule
All executive option grants25% per quarter over one year following grant

Option Exercises (2023)

MetricValue
Shares acquired on exercise (#)32,902
Value realized ($)$96,074

Equity Ownership & Alignment

Ownership MetricAs of 3/31/2024As of 3/31/2025
Class A Common Stock (Beneficially Owned) (#)495,124 525,361
Class A % of Class2.6% 2.6%
Class C Common Stock (Beneficially Owned) (#)350,235 373,063
Class C % of Class11.0% 10.6%
Total A+C Shares (#)845,359 898,424
Total A+C % of Class3.8% 3.8%
Options currently exercisable (#)261,249 (Class C-equivalent, optionable as A/C) 214,045 (Class C-equivalent, optionable as A/C)
  • Additional control: Scott M. & Lisa J. Quist Family Trust beneficially owns 1,463,978 Class C shares (49.9%) as of 3/31/2024; noted at 1,537,177 Class C (46.3%) as of 3/31/2025; trustees are S. Andrew Quist, Amanda J. Nelson, and Adam G. Quist (shared voting/investment power) .
  • Plan governance roles: Quist serves on investment committees for the company 401(k) plan and Non-Qualified Deferred Compensation Plan, which hold sizable Class A/C positions .
  • Deferred compensation: Balance of $1,085,679 at 12/31/2023 including 120,631 Class A shares; $1,523,852 at 12/31/2024 including 126,671 Class A shares .
  • Pledging/hedging: No pledging disclosures identified; Insider Trading Policy imposes blackout restrictions but does not explicitly disclose hedging prohibitions in the proxy excerpt .

Employment Terms

TermKey Provision
AgreementEmployment agreement dated 12/4/2012; extended initially to 12/4/2018; further extended to 12/4/2024 and then to 12/31/2030 .
Base obligationsMaintain not less than current salary/benefits; $1,000,000 group term life and $500,000 whole life insurance .
DisabilitySalary continuation for up to five years at 75% of current compensation .
Change-of-controlIf sale/merger and not retained in current position, continue current compensation and benefits for seven years (single-trigger on non-retention) .
Retirement benefitsCommence at retirement age ≥65, five years post-disability, or termination without cause; payable for 20 years at 75% of then-current compensation; benefits transferable to heirs if death before completion .
Accrued liability$7,556,363 as of 12/31/2023; $7,215,806 as of 12/31/2024 .

Board Governance

  • Dual role: CEO also serves as Chairman; the Board argues this enhances agenda focus and leadership continuity .
  • Lead independent director: In 2024, the Board designated H. Craig Moody as lead director for executive sessions; in 2025, the proxy states there is no lead independent or presiding director, though independent directors meet in executive sessions .
  • Committees:
    • Audit: Independent directors; Gilbert A. Fuller (Chair). Met three times in 2023; three times in 2024 .
    • Compensation: Independent directors; H. Craig Moody (Chair). Met two times in 2023; three times in 2024 .
    • Executive: Includes Scott M. Quist (Chair), Andrew Quist, Gilbert Fuller, H. Craig Moody .
    • Nominating & Governance: Independent directors; H. Craig Moody (Chair). Met twice in 2023 .
  • Attendance: Board held five meetings in 2023; all directors attended all meetings .

Director Compensation (for governance context)

  • Retainer: Outside directors receive $43,200 per year ($3,600/month); plus $750 per day for certain management/audit meetings .
  • Equity: Annual grant of either options to purchase 1,000 Class A shares or 1,000 RSUs; in 2023 each Outside Director also received options to purchase 7,000 Class A shares; cashless exercise permitted; director options vest 25% per quarter over one year .

Say‑on‑Pay & Shareholder Feedback

  • 2023 say-on-pay vote: 38,991,463 “for”, 539,876 “against”, 20,682 abstentions; shareholders selected triennial say‑on‑pay frequency .
  • Compensation consultant usage: Committee references third-party reports but no named consultant disclosed .

Related Party & Control Considerations

  • Family relationships: S. Andrew Quist and Adam G. Quist are sons, and Jason G. Overbaugh is nephew, of Scott M. Quist; they received compensation disclosed in the Summary Compensation Table .
  • Multi‑class voting: Class C shares carry 10 votes per share, amplifying voting control via family trust holdings .
  • Stock Purchase Plan: Company may purchase up to 60,000 Class A shares per year from officers/directors upon option exercise to cover their tax obligations (during trading windows) .

Performance Compensation Details

MetricWeightingTargetActualPayoutVesting
Annual Cash Bonus (PEO)Not disclosed Not disclosed $337,500 (2024) PaidN/A
Stock Options (PEO)N/AN/A$203,814 grant-date fair value (2024) Granted25% quarterly over 1 year

Investment Implications

  • Alignment: Material share ownership (3.8% combined A+C in both 2024 and 2025) and option exposure, plus long-standing insider plan committee roles, indicate strong alignment and influence; multi‑class voting and the family trust’s ~46–50% of Class C further concentrate control .
  • Retention/COC economics: The employment agreement’s seven-year severance upon non-retention post‑sale/merger and 20‑year retirement at 75% of then‑current compensation create high change‑of‑control costs and strong retention incentives, but also potential M&A friction for acquirers .
  • Pay-for-performance: Cash bonuses are tied to unspecified “financial performance,” while options reward sustained appreciation; 2024 TSR and net income improved, and quarterly net income trends in 2025 are rising, supporting payouts .
  • Liquidity and selling pressure: Frequent annual stock dividends (5% again in 2025; 37th consecutive year) enhance float and potential liquidity; the Stock Purchase Plan facilitates insider tax obligations on option exercises without open‑market selling, moderating selling pressure around vesting/exercise events .
  • Governance risk: CEO/Chair dual role without a consistent lead independent director, related‑party family ties in management/board, and multi‑class voting are governance overhangs; however, committees are comprised of independent directors, with active audit oversight and regular executive sessions .

Values marked with * were retrieved from S&P Global.