DEF 14A of Security National Financial Corp, Apr 29, 2025

DEF 14A of Security National Financial Corp

Filed Apr 29, 2025 · FY20240001641172-25-006604

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS

  2. The Nominees

    The Nominees It is proposed that the Company’s Board of Directors shall consist of nine directors. All directors are elected annually to serve until the next annual meeting of the stockholders, until their respective successors are duly elected and qualified, or until their earlier resignation or removal. The nominees for the upcoming election of directors include five independent directors, as defined in the applicable rules for companies whose stock is traded on The Nasdaq Stock Market, and four members of the Company’s senior management. All nine of the nominees for director have served as directors since the Annual Meeting held on June 21, 2024. The nominees to be elected by the holders of Class A common stock are as follows:

  3. The Nominees

    | Name | Age | Director Since | Position(s) with the Company | | Scott M. Quist | 71 | 1986 | Chairman of the Board, President, and Chief Executive Officer | | Robert G. Hunter, M.D. | 65 | 1998 | Director | | Jason G. Overbaugh | 50 | 2013 | Vice President |

  4. The Nominees

    The nominees for election by the holders of Class A and Class C common stock, voting together, are as follows:

  5. The Nominees

    | Name | Age | Director Since | Position(s) with the Company | | H. Craig Moody | 73 | 1995 | Director | | Gilbert A. Fuller | 84 | 2012 | Director | | S. Andrew Quist | 44 | 2013 | President – Mortgage Operations, General Counsel, and Director | | John L. Cook | 70 | 2013 | Director | | Adam G. Quist | 39 | 2021 | President – Memorial Services, Assistant Secretary, General Counsel and Director | | Shital A. Mehta | 44 | 2021 | Director |

  6. The Nominees

    The following is a description of the business experience of each of the nominees and directors. Scott M. Quist has served as Chairman of the Board and Chief Executive Officer of the Company since 2012. Mr. Quist also serves as the Company’s President, a position he has held since 2002. He has additionally served as a director of the Company since 1986. From 1993 to 2013, Mr. Quist served as Treasurer and a director of the National Alliance of Life Companies (NALC), a national trade association of over 200 life insurance companies, and as its President from 1990 to 2000. From 1986 to 1991, Mr. Quist was Treasurer and a director of The National Association of Life Companies, a trade association of 642 insurance companies until its merger with the American Council of Life Companies. Mr. Quist has been a member of the Board of Governors of the Forum 500 Section (representing small insurance companies) of the American Council of Life Insurance. He has also served as a regional director of Key Bank of Utah since 1993. Mr. Quist holds a B.S. degree in Accounting from Brigham Young University and received his law degree also from Brigham Young University. Mr. Quist’s significant expertise and deep understanding of the technical, organizational and strategic business aspects of the insurance industry, his management expertise, his 22-year tenure as President of the Company and 38-year tenure as a director, and his years of business and leadership experience led the Board of Directors to conclude that Mr. Quist should continue to serve as Chairman of the Board, President, and Chief Executive Officer of the Company, and that his service in these capacities serves the best interests of the stockholders and encourages accountability and effective decision making. Robert G. Hunter, M.D. has served as a director of the Company since 1998. Dr. Hunter is currently a practicing physician in private practice. Dr. Hunter served as Department Head of Otolaryngology, Head, and Neck Surgery at Intermountain Medical Center for 10 years and is a past President of the medical staff of the Intermountain Medical Center. He has been a delegate to the Utah Medical Association and has served as a delegate representing the State of Utah to the American Medical Association. He is an adjunct clinical Professor of Surgery, University of Utah School of Medicine. Dr. Hunter holds a B.S. degree in Microbiology from the University of Utah and received his medical degree from the University of Utah School of Medicine and residency training at the University of Texas, San Antonio. Dr. Hunter’s medical expertise and experience, and his administrative and leadership experience from serving in a number of administrative positions in the medical profession led the Board of Directors to conclude that he should continue to serve as a director of the Company. Jason G. Overbaugh has served as a director of the Company since 2013. Mr. Overbaugh served as a Vice President and the Assistant Secretary of the Company from 2002 to 2013. Mr. Overbaugh has additionally served as Vice President and National Marketing Director of Security National Life Insurance Company since 2006. From 2003 to 2006, he served as a Vice President of Security National Life Insurance Company with responsibilities as an investment manager over construction lending and commercial real estate investments. From 2000 to 2003, Mr. Overbaugh served as a Vice President of Memorial Estates, Inc., with responsibilities over operations and sales. Mr. Overbaugh has served since 2007 as a director of the LOMA Life Insurance Council, a trade association of life insurance companies. He is also a member of the NFDA Trade Association. Mr. Overbaugh received a B.S. degree in Finance from the University of Utah. Mr. Overbaugh’s expertise in insurance and marketing, and his 27 years of experience with the Company in its insurance, real estate, and mortuary and cemetery operations led the Board of Directors to conclude that he should continue to serve as a director of the Company. H. Craig Moody has served as a director of the Company since 1995. Mr. Moody is owner of Moody & Associates, a political consulting and real estate company, where he has been employed for each of the last five years. He is a former Speaker and House Majority Leader of the House of Representatives of the State of Utah. From 1989 to 1992, Mr. Moody was Co-Chairman of the Utah Legislative Audit Committee. Mr. Moody received a B.S. degree in Political Science from the University of Utah. Mr. Moody’s real estate and governmental affairs expertise and years of business and leadership experience led the Board of Directors to conclude that he should continue to serve as a director of the Company. Gilbert A. Fuller has served as a director of the Company since 2012. From 2006 until his retirement therefrom in 2008, Mr. Fuller served as Executive Vice President, Chief Financial Officer, and Secretary of USANA Health Sciences, Inc., a multinational manufacturer and direct seller of nutritional supplements. Mr. Fuller joined USANA in 1996 as the Vice President of Finance and served in that role until 1999 when he was appointed as its Senior Vice President. Mr. Fuller has served as a member of the Board of Directors of USANA since 2008. Before joining USANA, Mr. Fuller served in various executive positions for several companies. Mr. Fuller received a B.S. degree in Accounting and an M.B.A. degree from the University of Utah. Mr. Fuller’s accounting, finance, and corporate strategy expertise and his years of financial, accounting and business experience with public and private companies, including USANA Health Sciences, Inc., which is listed on the New York Stock Exchange, where he served as an executive officer and continues to serve as a director, led the Board of Directors to conclude that he should continue to serve as a director of the Company. S. Andrew Quist is President of Mortgage Operations and has served as a director of the Company since 2013. Mr. Andrew Quist has also served as a Vice President of the Company since 2010 and President of Security National Mortgage Company since 2022. In addition, from 2007 to 2017, he served as the Company’s Associate General Counsel, and since 2017, has served as the Company’s General Counsel, where his responsibilities have included the Company’s regulatory matters and acquisitions. In addition, Mr. Quist has served as Chief Operating Officer since 2010, and as Vice President from 2008 to 2010, of C&J Financial, L.L.C., which funds the purchase of funeral and burial insurance policies from funeral homes after the death of the insureds. Mr. Quist has also served since 2013 as a director of the National Alliance of Life Companies (NALC), a national trade association of over 200 life insurance companies. From 2014 to 2016, he served as President of the NALC. Mr. Quist previously served as President of the Utah Life Convention, a consortium of Utah domestic life insurers. Mr. Quist holds a B.S. degree in Accounting from Brigham Young University and received his law degree from the University of Southern California. Mr. Quist is a member of the State Bar of California. Mr. Quist’s expertise in insurance, legal, and regulatory matters led the Board of Directors to conclude that he should continue to serve as a director of the Company.

  7. The Nominees

    John L. Cook has served as a director of the Company since 2013. Mr. Cook has served since 1982 as co-owner and operator of Cook Brothers Painting, Inc., a company that provides painting services for contractors and builders of residential and commercial properties. Mr. Cook attended the University of Utah. As a director Mr. Cook advises the Board concerning the Company’s investments in commercial and residential real estate projects. Moreover, Mr. Cook’s extensive background in construction and building is important as the Company continues to acquire new real estate holdings and develop its current portfolio of undeveloped land. Mr. Cook’s years of experience in the construction industry and with construction projects led the Board of Directors to conclude that he should continue to serve as a director of the Company. Adam G. Quist is President of Memorial Services and has served as Assistant Secretary of the Company since 2015, as a director of the Company since 2021 and as President of Security National Life Insurance Company since 2023. He served as Vice President of Memorial Services from 2015 to 2023. From 2015 to 2017, he also served as the Company’s Associate General Counsel. Since 2017, Mr. Quist has served as the Company’s General Counsel. Mr. Quist has also served as Vice President from 2015 to 2023, and has been serving as President since 2023, of Memorial Estates, Inc. (“Memorial Estates”) and was Chief Operating Officer of Memorial Estates from 2016 to 2024. Additionally, Mr. Quist has served as Vice President from 2015 to 2023, and has been serving as President since 2023, of Memorial Mortuary, Inc. (“Memorial Mortuary”) and was Chief Operating Officer of Memorial Mortuary from 2016 to 2024. Both Memorial Estates and Memorial Mortuary are wholly owned subsidiaries of the Company. Mr. Quist has served on the ACLI’s Life Insurance Committee since 2019. Additionally, he has been serving on the Board of Directors for Special Olympics Utah since January 2021. Mr. Quist holds a B.S. degree and a Master’s degree in Accounting with an emphasis on taxation from Brigham Young University. He received his law degree from the University of Utah. Mr. Quist is a member of the Utah State Bar. Mr. Quist’s expertise in administration, insurance, legal, and accounting matters led the Board of Directors to conclude that he should continue to serve as a director of the Company. Shital A. Mehta (a/k/a Alexandra Mysoor) has served as a director of the Company since 2021. Ms. Mehta is the founder and CEO of Alix, a fintech platform providing estate planning and succession services. Ms. Mehta is also the founder and Chairwoman of Mysoor Industries, an American conglomerate involved in manufacturing, media, technology, trading and investments, where she has been employed for each of the past five years. Ms. Mehta received a Bachelor of Arts degree from the University of California at Berkeley in Interdisciplinary Field Studies. Ms. Mehta’s experience in administration, marketing, sales, and technology led the Board of Directors to conclude that she should continue to serve as a director of the Company. Former Director Ludmya (Mia) B. Love served as a director of the Company from 2021 to 2025. Ms. Love previously served two terms (2015-2019) as the United States Representative for Utah’s 4th Congressional District. While serving in Congress, Ms. Love was a member of the prestigious House Financial Services Committee. She also served on the Terrorism and Illicit Finance Subcommittee, the Monetary Policy and Trade Subcommittee, and the Financial Institutions and Consumer Credit Subcommittee. Prior to her service in Congress, Ms. Love served for ten years on the Saratoga Springs City Council and as Mayor of Saratoga Springs, Utah. Ms. Love received a Bachelor of Fine Arts degree from the University of Hartford. She was also awarded an Honorary Doctorate of Law degree from the University of Hartford. Ms. Love taught as a Fellow at the Georgetown University Institute of Politics, as part of the Fall 2020 cohort, and was a Senior Fellow for the United States Study Center for Politics in Sydney Australia. The Board believes that, leveraging her experience and leadership in financial and governmental affairs, Ms. Love provided valuable insights and service to the Company. Ms. Love passed away in March 2025 after a courageous battle with cancer. The Board of Directors recommends that stockholders vote “FOR” the election of each of the director nominees.

  8. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below sets forth fiscal years 2024 and 2023 compensation information for (i) the Company’s Chief Executive Officer, (ii) the Company’s Chief Financial Officer, and (iii) the Company’s three other executive officers, who, based on their total compensation, were the most highly compensated executive officers in 2024. The Company refers to them in this Proxy Statement collectively as the “Named Executive Officers.”

  9. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary($) | Bonus($) | Stock Option Awards($) | Non-Equity Incentive Plan Compen-sation ($) | Change in Pension Value and Non-qualified Deferred Compensation on Change in Pension Value and Earnings($)(1) | All other Compen-sation ($) (2) | Total ($) | | Scott M. Quist | 2024 | $751,700 | $337,500 | $203,814 | - | - | $52,563 | $1,345,577 | | Chairman, President and Chief Executive Officer | 2023 | $692,533 | $334,500 | $104,545 | - | - | $51,184 | $1,182,762 | | Garrett S. Sill | 2024 | $359,042 | $218,000 | $211,364 | - | - | $45,801 | $834,207 | | Chief Financial Officer and Treasurer | 2023 | $335,875 | $216,850 | $77,453 | - | - | $43,236 | $673,414 | | S. Andrew Quist | 2024 | $455,521 | $322,850 | $252,629 | - | - | $49,924 | $1,080,924 | | Vice President and General Counsel | 2023 | $420,042 | $21,075 | $154,873 | - | - | $46,830 | $642,820 | | Adam G. Quist | 2024 | $358,729 | $318,000 | $252,629 | - | - | $49,914 | $979,272 | | Vice President – Memorial Services, Assistant Secretary, General Counsel | 2023 | $328,458 | $234,475 | $154,873 | - | - | $46,691 | $764,497 | | Jason G. Overbaugh | 2024 | $354,167 | $167,750 | $122,459 | - | - | $41,554 | $685,927 | | Vice President, National Marketing Director of Life Insurance | 2023 | $333,958 | $166,750 | $77,453 | - | - | $39,018 | $617,179 |

  10. SUMMARY COMPENSATION TABLE

    | (1) The amounts indicated under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” consist of amounts that the Company contributed into a trust for the benefit of the Named Executive Officers under the Company’s Non-Qualified Deferred Compensation Plan. |

  11. SUMMARY COMPENSATION TABLE

    | (2) The amounts indicated under “All Other Compensation” consist of the following amounts that the Company paid for the benefit of the Named Executive Officers: |

  12. SUMMARY COMPENSATION TABLE

    | (a) payments related to the operation of automobiles for Scott M. Quist ($7,200 for each of the years 2024 and 2023), Garrett S. Sill ($4,200 for each of the years 2024 and 2023), S. Andrew Quist and Adam G. Quist ($8,400 for 2024 and 7,800 for 2023), and Jason G. Overbaugh (nil for each of the years 2024 and 2023). However, such payments do not include the furnishing of an automobile by the Company to Scott M. Quist, nor the payment of insurance and property taxes with respect to the automobile operated by such executive officer; | | (b) group life insurance premiums that the Company paid to a group life insurance plan for Scott M. Quist ($408 for 2024 and $416 for 2023), Garrett S. Sill ($222 for each of the years 2024 and 2023), S. Andrew Quist ($144 for each of the years 2024 and 2023), Adam G. Quist ($138 for each of the years 2024 and 2023), and Jason G. Overbaugh ($174 for each of the years 2024 and 2023); | | (c) life insurance premiums that the Company paid for the benefit of Scott M. Quist ($12,390 for each of the years 2024 and 2023), and Garrett S. Sill, S. Andrew Quist, Adam G. Quist and Jason G. Overbaugh (nil for each of the years 2024 and 2023); | | (d) medical insurance premiums that the Company paid to a medical insurance plan for Scott M. Quist ($18,315 for 2024 and $17,528 for 2023), Garrett S. Sill ($27,131 for 2024 and $25,224 for 2023), S. Andrew Quist ($27,131 for 2024 and $25,224 for 2023), Adam G. Quist ($27,131 for 2024 and $25,224 for 2023), and Jason G. Overbaugh ($27,131 for 2024 and $25,224 for 2023); | | (e) long term disability insurance premiums that the Company paid to a provider of such insurance for Scott M. Quist ($450 for each of the years for 2024 and 2023), Garrett S. Sill ($448 for 2024 and $390 for 2023), S. Andrew Quist ($449 for 2024 and $430 for 2023), Adam G. Quist ($445 for 2024 and $329 for 2023), and Jason G. Overbaugh ($449 for 2024 and $420 for 2023); | | (f) contributions that the Company made to defined contribution plans for Scott M. Quist ($13,800 for 2024 and $13,200 for 2023), Garrett S. Sill ($13,800 for 2024 and $13,200 for 2023), S. Andrew Quist ($13,800 for 2024 and $13,200 for 2023), Adam G. Quist ($13,800 for 2024 and $13,200 for 2023), Jason G. Overbaugh ($13,800 for 2024 and $13,200 for 2023); and | | (g) gym membership incentives for Scott M. Quist, Garrett S. Sill, Adam G. Quist, and Jason G. Overbaugh (nil for each of the years 2024 and 2023); S. Andrew Quist (nil for 2024 and $32 for 2023). |

  13. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The table below sets forth certain information regarding options granted to the Named Executive Officers during the fiscal year ended December 31, 2024.

  14. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Awards: Number of Securities | Exercise or Base Price of | Closing Price on | Grant Date Fair Value of Stock and | | Name of Executive | Grant | Threshold | Target | Maximum | Underlying Options | Option Awards | Grant Date | Option Awards | | Officer | Date | ($) | ($) | ($) | (#) | ($/Sh) | ($/Sh) | ($) | | Scott M. Quist | 12/6/2024 | – | – | – | 6,950 | $14.39 | $13.08 | 14,900 | | Scott M. Quist | 12/6/2024 | – | – | – | 58,050 | $13.08 | $13.08 | 188,914 | | Garrett S. Sill | 12/6/2024 | – | – | – | 65,000 | $13.08 | $13.08 | $211,364 | | S. Andrew Quist | 12/6/2024 | – | – | – | 6,950 | $14.39 | $13.08 | $14,900 | | S. Andrew Quist | 12/6/2024 | – | – | – | 73,050 | $13.08 | $13.08 | $237,729 | | Adam G. Quist | 12/6/2024 | – | – | – | 6,950 | $14.39 | $13.08 | $14,900 | | Adam G. Quist | 12/6/2024 | – | – | – | 73,050 | $13.08 | $13.08 | $237,729 | | Jason G. Overbaugh | 12/6/2024 | – | – | – | 6,950 | $14.39 | $13.08 | $14,900 | | Jason G. Overbaugh | 12/6/2024 | – | – | – | 33,050 | $13.08 | $13.08 | $107,556 |

  15. OUTSTANDING EQUITY AWARDS

    OUTSTANDING EQUITY AWARDS The table below sets forth information concerning outstanding equity awards held by Named Executive Officers at December 31, 2024.

  16. OUTSTANDING EQUITY AWARDS

    | Option Awards | | | | | | Stock Awards | | | | | | Name of Executive Officer | Option Grant Date | Number of Securities Underlying Unexercised Options Exercisable (1) (#) | Number of Securities Underlying Unexercised Options Unexercisable (1) (#) | Option Exercise Price (2) ($) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Scott M. Quist | | (5) | — | | | | | | | | | | | (6) | — | | | | | | | | | | 12/03/2021 | 57,881(7) | — | $8.13 | 12/03/2026 | — | — | — | — | — | | | 12/02/2022 | 71,663(8) | — | 6.14 | 12/02/2027 | — | — | — | — | — | | | 12/01/2023 | 68,250(9) | — | 7.97 | 12/01/2028 | — | — | — | — | — | | | 12/06/2024 | — | 6,950(10)(12) | 14.39 | 12/06/2029 | — | — | — | — | — | | | 12/06/2024 | — | 58,050(11)(12) | 13.08 | 12/06/2034 | — | — | — | — | — | | Garrett S. Sill | | | — | | | — | — | — | — | — | | | | (3) | — | | | | | | | | | | 11/30/2018 | 27,472(4) | — | $3.96 | 11/30/2028 | — | — | — | — | — | | | 12/06/2019 | 32,704(5) | — | 4.12 | 12/06/2029 | — | — | — | — | — | | | 03/27/2020 | 31,147(6) | — | 2.99 | 03/27/2030 | — | — | — | — | — | | | 12/03/2021 | 34,729(7) | — | 7.39 | 12/03/2031 | — | — | — | — | — | | | 12/02/2022 | 38,588(8) | — | 5.85 | 12/02/2032 | | | | | | | | 12/01/2023 | 42,000(9) | — | 7.59 | 12/01/2033 | | | | | | | | 12/06/2024 | — | 65,000(11)(12) | 13.08 | 12/06/2034 | | | | | | | S. Andrew Quist | | | | | | | | | | | | | 12/04/2015 | 31,803 | — | $4.13 | 12/04/2025 | — | — | — | — | — | | | 12/02/2016 | 30,289 | — | 4.55 | 12/02/2026 | — | — | — | — | — | | | 12/01/2017 | 28,847(3) | — | 3.44 | 12/01/2027 | — | — | — | — | — | | | 11/30/2018 | 34,340(4) | — | 3.96 | 11/30/2028 | — | — | — | — | — | | | | (5) | | | | | | | | | | | 03/27/2020 | 49,836(6) | — | 2.99 | 03/27/2030 | — | — | — | — | — | | | 12/03/2021 | 69,458(7) | — | 7.39 | 12/03/2031 | — | — | — | — | — | | | 12/02/2022 | 88,200(8) | — | 5.85 | 12/02/3032 | — | — | — | — | — | | | 12/01/2023 | 84,000(9) | — | 7.59 | 12/01/2033 | — | — | — | — | — | | | 12/06/2024 | — | 6,950(10)(12) | 14.39 | 12/06/2029 | — | — | — | — | — | | | 12/06/2024 | — | 73,050(11)(12) | 13.08 | 12/06/2034 | — | — | — | — | — | | Adam G. Quist | | | | | | | | | | | | | 12/02/2016 | 15,144 | — | 4.55 | 12/02/2026 | — | — | — | — | — | | | 12/01/2017 | 21,634(3) | — | 3.44 | 12/01/2027 | — | — | — | — | — | | | 11/30/2018 | 27,472(4) | — | 3.96 | 11/30/2028 | — | — | — | — | — | | | 12/06/2019 | 45,787(5) | — | 4.12 | 12/06/2029 | — | — | — | — | — | | | 03/27/2020 | 43,607(6) | — | 2.99 | 03/27/2030 | — | — | — | — | — | | | 12/03/2021 | 69,458(7) | — | 7.39 | 12/03/2031 | | | | | | | | 12/01/2022 | 88,200(8) | — | 5.85 | 12/02/2032 | — | — | — | — | — | | | 12/01/2023 | 84,000(9) | — | 7.59 | 12/01/2023 | | | | | | | | 12/06/2024 | — | 6,950(10)(12) | 14.39 | 12/06/2029 | — | — | — | — | — | | | 12/06/2024 | — | 73,050(11)(12) | 13.08 | 12/06/2034 | — | — | — | — | — | | Jason G. Overbaugh | | | | | | | | | | | | | 12/01/2017 | 28,847(3) | — | $3.44 | 12/01/2027 | — | — | — | — | — | | | 11/30/2018 | 34,340(4) | — | 3.96 | 11/30/2028 | — | — | — | — | — | | | 12/06/2019 | 39,246(5) | — | 4.12 | 12/06/2029 | — | — | — | — | — | | | 03/27/2020 | 37,377(6) | — | 2.99 | 03/27/2030 | — | — | — | — | — | | | 12/03/2021 | 34,729(7) | — | 7.39 | 12/03/2031 | — | — | — | — | — | | | 12/02/2022 | 38,588(8) | — | 5.85 | 12/02/2032 | — | — | — | — | — | | | 12/01/2023 | 42,000(9) | — | 7.59 | 12/01/2033 | | | | | | | | 12/06/2024 | — | 6,950(10)(12) | 14.39 | 12/06/2029 | — | — | — | — | — | | | 12/06/2024 | — | 33,050(11)(12) | 13.08 | 12/06/2034 | — | — | — | — | |

  17. OUTSTANDING EQUITY AWARDS

    | (1) Except for options granted to Scott M. Quist that have five-year terms, such grants have ten-year terms. The vesting of any unvested shares is subject to the recipient’s continuous employment. This reflects the equivalent of Class A common shares. | | (2) Exercise prices have been adjusted for the effect of annual stock dividends. | | (3) On December 1, 2017, S. Andrew Quist was granted stock options to purchase 20,000 shares of Class A common stock at an exercise price of $3.44 per share or 20,000 shares of Class C common stock at an exercise price of $3.44 per share, or any combination thereof. Also, on December 1, 2017, Adam G. Quist was granted stock options to purchase 15,000 shares of Class A common stock at an exercise price of $3.44 per share or 15,000 shares of Class C common stock at an exercise price of $3.44 per share, or any combination thereof. Also, on December 1, 2017, Jason G. Overbaugh was granted stock options to purchase 20,000 shares of Class A common stock at an exercise price of $3.44 per share or 20,000 shares of Class C common stock at an exercise price of $3.44 per share, or any combination thereof. | | (4) On November 30, 2018, Garrett S. Sill was granted stock options to purchase 20,000 shares of Class A common stock at an exercise price of $3.96 per share or 20,000 shares of Class C common stock at an exercise price of $3.96 per share, or any combination thereof. Also, on November 30, 2018, S. Andrew Quist was granted stock options to purchase 25,000 shares of Class A common stock at an exercise price of $3.96 per share or 25,000 shares of Class C common stock at an exercise price of $3.96 per share, or any combination thereof. Also, on November 30, 2018, Adam G. Quist was granted stock options to purchase 20,000 shares of Class A common stock at an exercise price of $3.96 per share or 20,000 shares of Class C common stock at an exercise price of $3.96 per share, or any combination thereof. Also, on November 30, 2018, Jason G. Overbaugh was granted stock options to purchase 25,000 shares of Class A common stock at an exercise price of $3.96 per share or 25,000 shares of Class C common stock at an exercise price of $3.96 per share, or any combination thereof. |

  18. OUTSTANDING EQUITY AWARDS

    | (5) On December 6, 2019, Garrett S. Sill was granted stock options to purchase 25,000 shares of Class A common stock at an exercise price of $4.12 per share or 25,000 shares of Class C common stock at an exercise price of $4.12 per share, or any combination thereof. Also, on December 6, 2019, Adam G. Quist was granted stock options to purchase 35,000 shares of Class A common stock at an exercise price of $4.12 per share or 35,000 shares of Class C common stock at an exercise price of $4.12 per share, or any combination thereof. Also, on December 6, 2019, Jason G. Overbaugh was granted stock options to purchase 30,000 shares of Class A common stock at an exercise price of $4.12 per share or 30,000 shares of Class C common stock at an exercise price of $4.12 per share, or any combination thereof. | | (6) On March 27, 2020, Garrett S. Sill was granted stock options to purchase 25,000 shares of Class A common stock at an exercise price of $2.99 per share or 25,000 shares of Class C common stock at an exercise price of $2.99 per share, or any combination thereof. Also, on March 27, 2020, S. Andrew Quist was granted stock options to purchase 40,000 shares of Class A common stock at an exercise price of $2.99 per share or 40,000 shares of Class C common stock at an exercise price of $2.99 per share, or any combination thereof. Also, on March 27, 2020, Adam G. Quist was granted stock options to purchase 35,000 shares of Class A common stock at an exercise price of $2.99 per share or 35,000 shares of Class C common stock at an exercise price of $2.99 per share, or any combination thereof. Also, on March 27, 2020, Jason G. Overbaugh was granted stock options to purchase 30,000 shares of Class A common stock at an exercise price of $2.99 per share or 30,000 shares of Class C common stock at an exercise price of $2.99 per share, or any combination thereof. | | (7) On December 3, 2021, Scott M. Quist was granted stock options to purchase 50,000 shares of Class A common stock at an exercise price of $8.13 per share or 50,000 shares of Class C common stock at an exercise price of $8.13 per share, or any combination thereof. Also, on December 3, 2021, Garrett S. Sill was granted stock options to purchase 30,000 shares of Class A common stock at an exercise price of $7.39 per share or 30,000 shares of Class C common stock at an exercise price of $7.39 per share, or any combination thereof. Also, on December 3, 2021, S. Andrew Quist was granted stock options to purchase 60,000 shares of Class A common stock at an exercise price of $7.39 per share or 60,000 shares of Class C common stock at an exercise price of $7.39 per share, or any combination thereof. Also, on December 3, 2021, Adam G. Quist was granted stock options to purchase 60,000 shares of Class A common stock at an exercise price of $7.39 per share or 60,000 shares of Class C common stock at an exercise price of $7.39 per share, or any combination thereof. Also, on December 3, 2021, Jason G. Overbaugh was granted stock options to purchase 30,000 shares of Class A common stock at an exercise price of $7.39 per share or 30,000 shares of Class C common stock at an exercise price of $7.39 per share, or any combination thereof. | | (8) On December 2, 2022, Scott M. Quist was granted stock options to purchase 65,000 shares of Class A common stock at an exercise price of $6.14 per share or 65,000 shares of Class C common stock at an exercise price of $6.14 per share, or any combination thereof. Also, on December 2, 2022, Garrett S. Sill was granted stock options to purchase 35,000 shares of Class A common stock at an exercise price of $5.85 per share or 35,000 shares of Class C common stock at an exercise price of $5.85 per share, or any combination thereof. Also, on December 2, 2022, S. Andrew Quist was granted stock options to purchase 80,000 shares of Class A common stock at an exercise price of $5.85 per share or 80,000 shares of Class C common stock at an exercise price of $5.85 per share, or any combination thereof. Also, on December 2, 2022, Adam G. Quist was granted stock options to purchase 80,000 shares of Class A common stock at an exercise price of $5.85 per share or 80,000 shares of Class C common stock at an exercise price of $5.85 per share, or any combination thereof. Also, on December 2, 2022, Jason G. Overbaugh was granted stock options to purchase 35,000 shares of Class A common stock at an exercise price of $5.85 per share or 35,000 shares of Class C common stock at an exercise price of $5.85 per share, or any combination thereof. | | (9) On December 1, 2023, Scott M. Quist was granted stock options to purchase 65,000 shares of Class A common stock at an exercise price of $7.97 per share or 65,000 shares of Class C common stock at an exercise price of $7.97 per share, or any combination thereof. Also, on December 1, 2023, Garrett S. Sill was granted stock options to purchase 40,000 shares of Class A common stock at an exercise price of $7.59 per share or 40,000 shares of Class C common stock at an exercise price of $7.59 per share, or any combination thereof. Also, on December 1, 2023, S. Andrew Quist was granted stock options to purchase 80,000 shares of Class A common stock at an exercise price of $7.59 per share or 80,000 shares of Class C common stock at an exercise price of $7.59 per share, or any combination thereof. Also, on December 1, 2023, Adam G. Quist was granted stock options to purchase 80,000 shares of Class A common stock at an exercise price of $7.59 per share or 80,000 shares of Class C common stock at an exercise price of $7.59 per share, or any combination thereof. Also, on December 1, 2023, Jason G. Overbaugh was granted stock options to purchase 40,000 shares of Class A common stock at an exercise price of $7.59 per share or 40,000 shares of Class C common stock at an exercise price of $7.59 per share, or any combination thereof. | | (10) On December 6, 2024, Scott M. Quist was granted stock options to purchase 6,950 shares of Class A common stock at an exercise price of $14.39 per share or 6,950 shares of Class C common stock at an exercise price of $14.39 per share, or any combination thereof. Also, on December 6, 2024, S. Andrew Quist was granted stock options to purchase 6,950 shares of Class A common stock at an exercise price of $14.39 per share or 6,950 shares of Class C common stock at an exercise price of $14.39 per share, or any combination thereof. Also, on December 6, 2024, Adam G. Quist was granted stock options to purchase 6,950 shares of Class A common stock at an exercise price of $14.39 per share or 6,950 shares of Class C common stock at an exercise price of $14.39 per share, or any combination thereof. Also, on December 6, 2024, Jason G. Overbaugh was granted stock options to purchase 6,950 shares of Class A common stock at an exercise price of $14.39 per share or 6,950 shares of Class C common stock at an exercise price of $14.39 per share, or any combination thereof. | | (11) On December 6, 2024, Scott M. Quist was granted stock options to purchase 58,050 shares of Class A common stock at an exercise price of $13.08 per share or 58,050 shares of Class C common stock at an exercise price of $13.08 per share, or any combination thereof. Also, on December 6, 2024, Garrett S. Sill was granted stock options to purchase 65,000 shares of Class A common stock at an exercise price of $13.08 per share or 65,000 shares of Class C common stock at an exercise price of $13.08 per share, or any combination thereof. Also, on December 6, 2024, S. Andrew Quist was granted stock options to purchase 73,050 shares of Class A common stock at an exercise price of $13.08 per share or 73,050 shares of Class C common stock at an exercise price of $13.08 per share, or any combination thereof. Also, on December 6, 2024, Adam G. Quist was granted stock options to purchase 73,050 shares of Class A common stock at an exercise price of $13.08 per share or 73,050 shares of Class C common stock at an exercise price of $13.08 per share, or any combination thereof. Also, on December 6, 2024, Jason G. Overbaugh was granted stock options to purchase 33,050 shares of Class A common stock at an exercise price of $13.08 per share or 33,050 shares of Class C common stock at an exercise price of $13.08 per share, or any combination thereof. | | (12) Stock options vest at the rate of 25% of the total number of shares per quarter over a one-year period after the grant date. |

  19. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The table below sets forth all stock options exercised and value received upon exercise, and all stock awards vested and value realized upon vesting, by the Named Executive Officers during the year ended December 31, 2024.

  20. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name of Executive Officer | (#) | ($) | (#) | ($) | | Scott M. Quist | 127,705 | $1,189,650 | — | — | | Garrett S. Sill | 34,355 | 244,592 | — | — | | S. Andrew Quist | 92,293 | 721,395 | — | — | | Adam G. Quist | 2,805 | 16,535 | — | — | | Jason G. Overbaugh | 34,068 | 179,424 | — | — |

  21. PENSION BENEFITS

    PENSION BENEFITS The table below sets forth the present value as of December 31, 2024 of the benefit of the Named Executive Officers under the defined benefit pension plan.

  22. PENSION BENEFITS

    | Name of Executive Officer | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Scott M. Quist | None | — | — | — | | Garrett S. Sill | None | — | — | — | | S. Andrew Quist | None | — | — | — | | Adam G. Quist | None | — | — | — | | Jason G. Overbaugh | None | — | — | — |

  23. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan In 2001, the Company’s Board of Directors adopted its Non-Qualified Deferred Compensation Plan and this plan was amended in 2005 and later amended in 2019 and 2024. Under the terms of the plan, the Company may provide deferred compensation for a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. The Board has appointed a committee of the Company to be the plan administrator and to determine the employees who are eligible to participate in the plan. The employees who participate may elect to defer a portion of their compensation into the plan. The Company may contribute into the plan at the discretion of the Company’s Board of Directors. The Company did not make any contributions for 2024 or 2023. The investment committee of the Company’s Non-Qualified Deferred Compensation Plan consists of Scott M. Quist, S. Andrew Quist and Garrett S. Sill.

  24. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The table below sets forth the balances of the non-qualified deferred compensation account of the Named Executive Officers in 2024 and the aggregate balance of deferred compensation of the Named Executive Officers at December 31, 2024.

  25. NON-QUALIFIED DEFERRED COMPENSATION

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals | Balance | | | In Last FY | In Last FY | in last FY | Distributions | at last FYE | | Name | ($) | ($) | ($) | ($) | ($) | | Scott M. Quist | — | — | — | — | $1,523,852(1) | | Garrett S. Sill | — | — | — | — | 142,676(2) | | S. Andrew Quist | — | — | — | — | — | | Adam G. Quist | — | — | — | — | — | | Jason G. Overbaugh | — | — | — | — | 345,393(3) |

  26. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) Includes 126,671 shares of the Company’s Class A common stock, based on the closing price of $12.03 at December 31, 2024. | | (2) Includes 11,860 shares of the Company’s Class A common stock, based on the closing price of $12.03 at December 31, 2024. | | (3) Includes 28,711 shares of the Company’s Class A common stock, based on the closing price of $12.03 at December 31, 2024. |

  27. Pay versus Performance

    Pay versus Performance

  28. Pay versus Performance

    | Year | Summary Compensation Total for the Principal Executive Officer (“PEO”) (1) | Compensation Actually Paid to the PEO (1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEO”s) (2) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return | Net Income (in $M) | | 2024 | $1,345,577 | $1,407,158 | $895,083 | $930,233 | 140 | $26,536 | | 2023 | $1,182,762 | $1,258,722 | $674,478 | $743,230 | 123 | $14,495 | | 2022 | $1,175,138 | $1,114,851 | $746,899 | $682,164 | 79 | $25,690 |

  29. Pay versus Performance

    | (1) The totals reflected align with the data reported in the Summary Compensation Table as shown on page 11. Scott M. Quist was the PEO for reach of the respective years in the table. The Non-PEO NEO column represents the Company’s NEOs for each respective year. The employees included in Non-PEO NEOs for each year were Garrett S. Sill, Andrew Quist, Adam G. Quist and Jason Overbaugh. |

  30. Pay versus Performance

    | (2) Compensation actually paid (“CAP”) has been calculated in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned, realized or received by the company NEOs. The amounts reflect the totals from the Summary Compensation Table on page 11 with certain adjustments as described below. The calculation of CAP requires adjustments made to the PEO and Non-PEO NEOs to determine fair value are noted in the table below. |

  31. Pay versus Performance

    | | 2024 | | 2023 | | 2022 | | | Compensation Actually Paid Component | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | | Summary Compensation Table (“SCT”) Total | $1,345,577 | $895,083 | $1,182,762 | $674,478 | 1,175,138 | $746,899 | | Deduction: SCT Option Award Amount | (203,814) | (209,770) | (104,545) | (116,163) | (92,787) | (85,785) | | Addition: Fair value, at the end of the year, of equity awards granted during the year that remain unvested at year-end | - | - | 39,650 | 60,600 | 32,500 | 47,150 | | Addition: Change in fair value, during the year, of unvested equity awards at the beginning of the year that vested during the year | 265,395 | 244,920 | 140,855 | 124,315 | - | (26,100) | | Compensation Actually Paid | $1,407,158 | $930,233 | $1,258,722 | $743,230 | $1,114,851 | $682,164 |

  32. Director Compensation

    Director Compensation The table below sets forth the compensation of the Company’s non-employee directors for 2024.

  33. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | John L. Cook (1) | $45,450 | $8,165 | $— | — | — | — | $53,615 | | Gilbert A. Fuller (2) | 45,450 | 8,165 | — | — | — | — | 53,615 | | Robert G. Hunter, M.D. (3) | 43,200 | — | 33,845 | — | — | — | 77,045 | | Ludmya B. Love (4) | 45,450 | — | 33,845 | — | — | — | 79,295 | | Shital A. Mehta (5) | 45,450 | — | 33,845 | — | — | — | 79,295 | | H. Craig Moody (6) | 45,450 | 8,165 | — | — | — | — | 53,615 |

  34. Director Compensation

    | (1) Mr. Cook had options to purchase 57,163 shares of the Company’s Class A common stock and had 2,509 restricted stock units of the Company’s Class A common stock. | | (2) Mr. Fuller had options to purchase 41,045 shares of the Company’s Class A common stock and had 2,969 restricted stock units of the Company’s Class A common stock. | | (3) Dr. Hunter had options to purchase 77,030 shares of the Company’s Class A common stock. | | (4) Ms. Love had options to purchase 33,464 shares of the Company’s Class A common stock. | | (5) Ms. Mehta had options to purchase 33,464 shares of the Company’s Class A common stock. | | (6) Mr. Moody had options to purchase 66,706 shares of the Company’s Class A common stock and had 2,509 restricted stock units of the Company’s Class A common stock. |

  35. Independent Director Compensation

    Independent Director Compensation Outside Directors of the Company are currently paid a director’s fee of $43,200 per year ($3,600 monthly) by the Company for their services and are reimbursed for their expenses in attending Board and committee meetings. An additional director fee of $750 is paid to each director for each day of attendance at certain management meetings and each day of attendance at audit committee meetings. Each Outside Director is provided with an annual grant of either stock options to purchase 1,000 shares of Class A common stock or 241 restricted stock units, at their election. In 2024, each Outside Director was also granted additional stock options to purchase 9,400 shares of Class A common stock or 2,268 restricted stock units at their election. Upon retirement from the Board, each Outside Director will receive “retirement compensation” equal to one month director’s fee for every year of service. Delinquent Section 16(a) Reports Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers, directors and persons who own more than 10% of a registered class of the Company’s equity securities to file reports of ownership and periodic changes in ownership of the Company’s shares of Class A and Class C common stock with the Securities and Exchange Commission. Such persons are also required to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of stock reports received by the Company with respect to 2024, or written representations from certain reporting persons, the Company believes that its directors, executive officers, and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them, except for inadvertent late filings, (i) one by each of Robert Hunter, Mia Love, Jeff Stephens, Jason Overbaugh, Garrett Sill and Adam Quist and (ii) two by each of S. Andrew Quist, Scott Quist and John Cook.