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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 24 added, 991 removed, 111 unchanged (90% of the section changed)

38 unchanged sentences

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Company’s Board of Directors consists of ten persons, six of whom are not employees of the Company.

There are no family relationships

between or among any of the directors and executive officers, except that S.

Andrew Quist and Adam G.

Quist are sons of Scott M.

Overbaugh is a nephew of Scott M.

The following table sets forth certain information with respect to the directors

and executive officers of the Company.

with the Company

of the Board, President, and Chief Executive Officer

Financial Officer and Treasurer

President, National Marketing Director of Life Insurance and Director

President, General Counsel, and Director

President - Memorial Services, Assistant Secretary, General Counsel, and Director

General Counsel and Secretary

President - Mortgage Operations

following is a description of the business experience of each of the Company’s directors.

Quist has served as Chairman of the Board and Chief Executive Officer of the Company since 2012.

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.

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.

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.

degree in Accounting from Brigham Young University and received his law degree also from Brigham Young University.

significant expertise and deep understanding of the technical, organizational and strategic business aspects of the insurance industry,

his management expertise, his 20-year tenure as President of the Company and 35-year tenure as a director, and his years of business

and leadership experience led the Board of Directors to conclude that Mr.

Quist should serve as Chairman of the Board, President, and

Chief Executive Officer of the Company.

Overbaugh has served as a director of the Company since 2013.

Overbaugh has also served as a Vice President and the Assistant

Secretary of the Company from 2002 to 2013.

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.

2003, he served as a Vice President of Memorial Estates, Inc., with responsibilities over operations and sales.

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.

Overbaugh received a B.S.

degree in Finance from the University of Utah.

Overbaugh’s expertise

in insurance and marketing, and his 25 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 serve as a director of the Company.

Andrew Quist has served as a director of the Company since 2013.

Quist has also served as a Vice President of the Company since

In addition, from 2007 to December 2017, he served as the Company’s Associate General Counsel and since December 2017 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 Executive Vice President and Chief Operating Officer since 2010, and as Vice President from 2008

to 2010, of C&J Financial, LLC, which funds the purchase of funeral and burial policies from funeral homes after the death of the

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.

Quist previously served as President

of the Utah Life Convention, a consortium of Utah domestic life insurers.

Quist holds a B.S.

degree in Accounting from Brigham Young

University and received his law degree from the University of Southern California.

Quist is a member of the State Bar of California.

Quist’s expertise in insurance, legal and regulatory matters led the Board of Directors to conclude that he should serve as

a director of the Company.

Quist has served as Vice President — Memorial Services and Assistant Secretary of the Company since 2015 and as a director

of the Company since 2021.

From 2015 to 2017, he also served as the Company’s Associate General Counsel.

Since 2017, Mr.

has served as the Company’s General Counsel.

Quist has also served since 2015 as Vice President of Memorial Estates, Inc.

Estates”) and since 2016 as Chief Operating Officer of Memorial Estates.

Additionally, Mr.

Quist has further served since 2015

as Vice President of Memorial Mortuary, Inc.

(“Memorial Mortuary”) and since 2016 as Chief Operating Officer of Memorial

Both Memorial Estates and Memorial Mortuary are wholly owned subsidiaries of the Company.

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

Quist hold 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.

Quist is a member of the Utah State Bar.

Quist’s expertise in administration,

insurance, legal, and accounting matters led the Board of Directors to conclude that he should serve as a director of the Company.

Cook has served as a director of the Company since 2013.

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.

Cook attended the University of Utah.

As a director, Mr.

Cook advised 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.

Cook’s years of

experience in the construction industry and with construction projects led the Board of Directors to conclude that he should serve as

a director of the Company.

Fuller has served as a director of the Company since 2012.

From 2006 until his retirement 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.

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.

Fuller has served as a member of the Board of Directors of USANA since 2008.

received a B.S.

degree in Accounting and an M.B.A.

degree from the University of Utah.

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 serve as a director of the Company.

has served as a director of the Company since 1998.

Hunter is currently a practicing physician in private practice.

Hunter is Department Head of Otolaryngology, Head and Neck Surgery at Intermountain Medical Center and a past President of the medical

staff of the Intermountain Medical Center.

He is also a delegate to the Utah Medical Association and has served as a delegate representing

the State of Utah to the American Medical Association.

Hunter holds a B.S.

degree in Microbiology from the University of Utah and

received his medical degree from the University of Utah College of Medicine.

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 serve as a director of the Company.

Love has served as a director of the Company since 2021.

Love 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

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.

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.

Love taught as a Fellow at the Georgetown

University Institute of Politics as part of the Fall 2020 cohort, and is currently a Senior Fellow for the United States Study Center

for Politics in Sydney Australia.

Love is also a regular political commentator on CNN cable news network.

Love’s experience

and leadership in financial and governmental affairs led the Board of Directors to conclude that she should serve as a director of the

Mehta (a/k/a Alexandra Mysoor) has served as a director of the Company since 2021.

Mehta is the founder and Chairwoman of

Mysoor Industries, a multinational conglomerate involved in manufacturing, e-commerce, media, trading, and investments.

a self-made entrepreneur and operating executive.

Mehta started her first company, a digital marketing agency, at the age of 24 and

subsequently co-founded a social commerce company engaged in accelerating socially and environmentally conscious living.

also the executive producer and host of The Alexandra Mysoor Show, which airs on Rukus Avenue Radio, Dash Radio, YouTube, Amazon, Spotify,

JioSaavn and wherever podcasts are found.

Mehta received a Bachelor of Arts degree from the University of California at Berkeley

in Interdisciplinary Field Studies and studied fashion at the Fashion Institute of Design & Merchandising in Los Angeles.

experience in administration, marketing, sales, and e-commerce led the Board of Directors to conclude that she should serve as a director

of the Company.

Craig Moody has served as a director of the Company since 1995.

Moody is owner of Moody & Associates, a political consulting

and real estate company.

He is a former Speaker and House Majority Leader of the House of Representatives of the State of Utah.

1989 to 1992, Mr.

Moody was Co-Chairman of the Utah Legislative Audit Committee.

Moody holds a B.S.

degree in Political Science from

the University of Utah.

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 serve as a director of the Company.

Board of Directors, Board Committees, and Meetings

Company’s Bylaws provide that the Board of Directors shall consist of not fewer than five or more than twelve members.

of office of each director is for a period of one year or until the election and qualification of a successor.

A director is not required

to be a resident of the State of Utah or a stockholder of the Company.

The Board of Directors held a total of five meetings during the

fiscal year ended December 31, 2021.

Each of the directors attended 75% or more of the meetings of the Board of Directors during 2021.

size of the Board of Directors of the Company is ten members.

A majority of the Board of Directors must qualify as “independent”

as that term is defined in Rule 4200 of the listing standards of The Nasdaq Stock Market.

The Board of Directors has affirmatively determined

that six of the ten members of the Board of Directors, namely John L.

Cook, Gilbert A.

Fuller, Robert G.

Hunter, M.D., Ludmya B.

and Craig Moody are independent under the listing standards of the The Nasdaq Stock Market.

are four committees of the Board of Directors, which meet periodically during the year:

the Audit Committee, the Compensation Committee,

the Executive Committee, and the Nominating and Corporate Governance Committee.

Audit Committee directs the auditing activities of the Company’s internal auditors and outside public accounting firm and approves

the services of the outside public accounting firm.

The Audit Committee consists of John L.

Cook, Gilbert A.

Fuller (Chairman of the

committee), Ludmya B.

Love, Shital A.

During 2021, the Audit Committee met on three occasions.

Compensation Committee is responsible for recommending to the Board of Directors for approval the annual compensation of each executive

officer of the Company and the executive officers of the Company’s subsidiaries, developing policy in the areas of compensation

and fringe benefits, contributions under the 401(k) Retirement Savings Plans, Non-Qualified Deferred Compensation Plan, granting of options

under the stock option plans and other awards under the stock option and incentive plans, and creating other employee compensation plans.

The Compensation Committee consists of John L.

Cook, Gilbert A.

Fuller, Robert G.

Hunter, M.D., Ludmya B.

Love, Shital A.

Craig Moody (Chairman of the committee).

The Compensation Committee is composed solely of independent directors, as defined in the listing

standards of The Nasdaq Stock Market.

During 2021, the Compensation Committee met on three occasions.

Executive Committee reviews Company policy, major investment activities and other pertinent transactions of the Company.

The Executive

Committee consists of Gilbert A.

Craig Moody, S.

Andrew Quist and Scott M.

Quist (Chairman of the committee).

the Executive Committee met on one occasion.

Nominating and Corporate Governance Committee identifies individuals qualified to become Board members consistent with criteria approved

by the Board, recommends to the Board the persons to be nominated by the Board for election as directors at a meeting of stockholders,

and develops and recommends to the Board a set of corporate governance principles.

The Nominating and Corporate Governance Committee

consists of John L.

Cook, Gilbert A.

Fuller, Robert G.

Hunter, M.D., Ludmya B.

Love, Shital A.

Craig Moody (Chairman of

the committee).

The Nominating and Corporate Governance Committee is composed solely of independent directors, as defined in the listing

standards of The Nasdaq Stock Market.

During 2021, the Nominating and Corporate Governance Committee met on two occasions.

Nominating Process

process for identifying and evaluating nominees for directors include the following steps:

(1) the members of the Nominating and Corporate

Governance Committee, Chairman of the Board or other board members identify a need to fill vacancies or add newly created directorships;

(2) the Chairman of the Nominating and Corporate Governance Committee initiates a search and seeks input from board members and senior

management and, if necessary, obtains advice from legal or other advisors;

(3) director candidates, including any candidates properly

proposed by stockholders in accordance with the Company’s Bylaws, are identified and presented to the Nominating and Corporate

Governance Committee;

(4) initial interviews with candidates are conducted by the Chairman of the Nominating and Corporate Governance

(5) the Nominating and Corporate Governance Committee meets to consider and approve final candidate(s) and conduct further

interviews as necessary;

and (6) the Nominating and Corporate Governance Committee makes recommendations to the board for inclusion in

the slate of directors at the annual meeting.

The evaluation process will be the same whether the nominee is recommended by a stockholder

or by a member of the Board of Directors.

of Non-Management Directors

Company’s independent directors meet regularly in executive session without management.

The Board of Directors has designated a

lead director to preside at executive sessions of independent directors.

Craig Moody is currently the lead director.

Sill has served as Chief Financial Officer and Treasurer since 2013.

From 2011 to 2013, Mr.

Sill served as Vice President and

Assistant Treasurer of Security National Life Insurance Company, a wholly owned subsidiary of the Company.

From 2002 to 2011, Mr.

was Chief Financial Officer and Treasurer of SecurityNational Mortgage, a wholly owned subsidiary of the Company.

Sill is a certified

public accountant, having been licensed since 2002.

He holds a B.A.

degree in Accounting from Weber State University and a Master’s

degree in Business Administration from the University of Utah.

Sill also serves as the chairman of the Advisory Council of the School

of Accounting and Taxation at Weber State University.

Stephens has served as Senior General Counsel of the Company since 2017, as General Counsel from 2006 to 2017, and as Secretary

of the Company since 2008.

Stephens was in private practice from 1981 to 2006 in the states of Washington and Utah.

degree in Geography from the University of Utah and received his law degree from Brigham Young University.

is a member of the Utah State Bar Association and the Washington State Bar Association.

Johnson has served as the Vice President of Mortgage Operations of the Company and as the President of SecurityNational Mortgage

Johnson’s appointment as President of SecurityNational Mortgage, Mr.

Johnson served as Executive Vice

President and Chief Operating Officer of SecurityNational Mortgage.

Johnson has over 30 years of experience at the executive management

level in the mortgage banking industry.

Johnson holds a B.A.

degree in International Relations from Brigham Young University and

Master’s degree in International Management and Finance from the American Graduate School of International Management (Thunderbird).

Board of Directors of the Company has a written procedure, which requires disclosure to the board of any material interest or any affiliation

on the part of any of its officers, directors or employees that is in conflict or may be in conflict with the Company’s interests.

executive officers and directors of the Company hold office until the next Annual Meeting of Stockholders and until their successors

have been elected and qualified.

Governance Guidelines .

The Board of Directors has adopted the Security National Financial Corporation Corporate Governance Guidelines.

These guidelines outline the functions of the board, director qualifications and responsibilities, and various processes and procedures

designed to insure effective and responsive governance.

The Board of Directors has also adopted a written committee charter for its Audit

Committee, Compensation Committee and Nominating and Corporate Governance Committee.

The guidelines and committee charters are reviewed

from time to time in response to regulatory requirements and best practices and are revised accordingly.

The full text of the guidelines

and the committee charters is published on the Company’s website at www.securitynational.com/governance.

A copy of the committee

charters and guidelines may also be obtained at no charge by written request to the attention of Jeffrey R.

Stephens, Senior General

Counsel and Secretary, Security National Financial Corporation, 433 West Ascension Way, 6 th Floor, Salt Lake City, Utah 84123.

of Business Conduct and Ethics .

All of the Company’s officers, employees, and directors are required to comply with the Company’s

Code of Business Conduct and Ethics to help ensure that the Company’s business is conducted in accordance with appropriate standards

of ethical behavior.

The Company’s Code of Business Conduct and Ethics covers all areas of professional conduct, including customer

relationships, conflicts of interest, insider trading, financial disclosures, intellectual property, and confidential information, as

well as requiring adherence to all laws and regulations applicable to the Company’s business.

Employees are required to report

any violations or suspected violations of the Code.

The Code includes an anti-retaliation statement.

The full text of the Code of Business

Conduct and Ethics is published on the Company’s website at www.securitynational.com/governance .

A copy of the Code of Business

Conduct and Ethics may also be obtained at no charge by written request to the attention of Jeffrey R.

Stephens, Senior General Counsel

and Secretary, Security National Financial Corporation, 433 West Ascension Way, 6 th Floor, Salt Lake City, Utah 84123.

Executive Compensation

following table sets forth compensation information for fiscal 2021 and 2020 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 in 2021.

The Company refers to them collectively as the “Named Executive Officers.”

Compensation Table

and Principal Position

Incentive Plan Compen-sation ($)

in Pension Value Non-qualified Deferred Compensation Earnings (1) ($)

Other Compen-sation (2) ($)

of the Board, President and Chief Executive Officer

Financial Officer and Treasurer

President of Mortgage Operations

President and General Counsel

General Counsel and Secretary

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.

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

related to the operation of automobiles for Scott M.

Quist ($7,200 for each of the years 2021 and 2020);

for 2021 and $4,400 for 2020) and, Stephen C.

Andrew Quist, and Jeffrey R.

Stephens ($-0- for each of the years 2021

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;

life insurance premiums that the Company paid to a group life insurance plan for Scott M.

Quist, Garrett S.

Sill, Stephen C.

Andrew Quist, and Jeffrey R.

Stephens ($114 for each of the years 2021 and 2020);

insurance premiums that the Company paid for the benefit of Scott M.

Quist ($15,765 for each of the years 2021 and 2020);

Sill, Stephen C.

Andrew Quist, and Jeffrey R.

Stephens ($-0- for each of the years 2021 and 2020);

insurance premiums that the Company paid to a medical insurance plan for Scott M.

Quist ($15,849 for 2021 and $15,118 for 2020);

Sill ($22,806 for 2021 and $21,756 for 2020);

Johnson ($12,321 for 2021 and $11,764 for 2020);

($22,806 for 2021 and $21,756 for 2020);

and Jeffrey R.

Stephens ($15,849 for 2021 and $15,118 for 2020);

term disability insurance premiums that the Company paid to a provider of such insurance for Scott M.

Quist ($450 for 2021 and $372

for 2020), Garrett S.

Sill ($390 for 2021 and $316 for 2020), Stephen C.

Johnson ($450 for 2021 and $372 for 2020), S.

($430 for 2021 and $339 for 2020), and Jeffrey R.

Stephens ($331 for 2021 and $278 for 2020);

contributions

that the Company made to defined contribution plans for Scott M.

Quist ($11,600 for 2021 and $11,400 for 2020);

Sill ($11,600

for 2021 and $11,400 for 2020);

Johnson ($11,600 for 2021 and $11,400 for 2020);

Andrew Quist ($11,497 for 2021 and

$10,927 for 2020);

and Jeffrey R.

Stephens ($11,600 for 2021 and $9,418 for 2020);

contributions

that the Company made to health savings accounts for Scott M.

Quist, Garrett S.

Andrew Quist and Jeffrey R.

Stephens ($-0-

for each of the years 2021 and 2020);

and Stephen C.

Johnson ($1,016 for 2021 and $750 for 2020);

membership incentives for Scott M.

Quist, Garrett S.

Sill, and Stephen C.

Johnson ($-0- for each of the years 2021 and 2020);

Andrew Quist ($219 for 2021 and $425 for 2020);

and Jeffrey R.

Stephens ($-0- for each of the years 2021 and 2020);

All Other Compensation Table

following table sets forth all other compensation provided the Named Executive Officers for fiscal years 2021 and 2020.

Name of Executive Officer

Perks and Other Personal Benefits

Tax Reimburse-ments

Discounted Securities Purchases

Payments/ Accruals on Termination Plans

Registrant Contributions to Defined Contribution Plans

Insurance Premiums

Dividends or Earnings on Stock or Option Awards

of Plan-based Awards

following table sets forth certain information regarding options granted to the Named Executive Officers during the fiscal year ended

December 31, 2021.

Future Payouts Under Equity Incentive Plan Awards

Other Awards:

Number of Securities

or Base Price of

Date Fair Value of Stock and

of Executive Officer

Equity Awards

following table sets forth information concerning outstanding equity awards held by Named Executive Officers at December 31, 2021.

Option 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

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

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.

prices have been adjusted for the effect of annual stock dividends.

December 1, 2017, Garrett S.

Sill was granted stock options to purchase 15,000 shares of Class A common stock at an exercise price

of $4.01 per share or 15,000 shares of Class C common stock at an exercise price of $4.01 per share, or any combination thereof.

Also, 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 $4.01 per share or 20,000 shares of Class C common stock at an exercise price of $4.01 per share, or any combination thereof.

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 $4.62 per share or 20,000 shares of Class C common stock at an exercise price of $4.62 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 $4.62 per share or 20,000 shares of Class C common stock at an exercise price of $4.62 per share, or any combination thereof.

December 6, 2019, Scott M.

Quist was granted stock options to purchase 50,000 shares of Class A common stock at an exercise price

of $5.04 per share or 50,000 shares of Class C common stock at an exercise price of $5.04 per share, or any combination thereof.

Also, 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 $4.81 per share or 25,000 shares of Class C common stock at an exercise price of $4.81 per share, or any combination thereof.

Also, on December 6, 2019, S.

Andrew Quist was granted stock options to purchase 40,000 shares of Class A common stock at an exercise

price of $4.81 per share or 40,000 shares of Class C common stock at an exercise price of $4.81 per share, or any combination thereof.

March 27, 2020, Scott M.

Quist was granted stock options to purchase 50,000 shares of Class A common stock at an exercise price of

$3.66 per share or 50,000 shares of Class C common stock at an exercise price of $3.66 per share, or any combination thereof.

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 $3.49 per share or 25,000 shares of Class C common stock at an exercise price of $3.49 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 $3.49 per share or 40,000 shares of Class C common stock at an exercise price of $3.49 per share, or any combination thereof.

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 $9.48 per share or 50,000 shares of Class C common stock at an exercise price of $9.48 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 $8.62 per share or 30,000 shares of Class C common stock at an exercise price of $8.62 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 $8.62 per share or 60,000 shares of Class C common stock at an exercise price of $8.62 per share, or any combination thereof.

options vest at the rate of 25% of the total number of shares per quarter over a one-year period after the grant date.

AWARDS VESTING SCHEDULE

following table sets forth the vesting schedule of unexercisable options reported in the “Number of Securities Underlying Unexercised

Options — Unexercisable” column of the table above.

options vested 25% per quarter over a one year period after the grant date.

options vest 25% per quarter over a one year period after the grant date.

Exercises and Stock Vested

following table 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, 2021.

Option 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

following table sets forth the present value as of December 31, 2021 of the benefit of the Named Executive Officers under the defined

benefit pension plan.

of Years Credited Service

Value of Accumulated Benefit

During Last Fiscal Year

Jeffrey R.Stephens

COMPENSATION PLAN INFORMATION

following table sets forth certain information as of December 31, 2021 with respect to compensation plans (including individual compensation

arrangements) under which the Company’s equity securities are authorized for issuance, aggregated as follows:

compensation plans previously approved by security holders;

compensation plans not previously approved by security holders.

Plan Category

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in

Equity compensation plans approved by stockholders (1)

1,845,497 (2)

Equity compensation plans not approved by stockholders

reflects the 2013 Amended and Restated Stock Option and other Equity Incentive Awards Plan (the “2013 Plan”) and the

2014 Amended and Restated Director Stock Option Plan (the “2014 Director Plan”).

The 2013 Plan was approved by the stockholders

at the annual stockholders meeting held on July 12, 2013, which reserved 450,000 shares of Class A common stock, of which 150,000

shares of Class C common stock could be issued as an alternative to up to 150,000 shares of Class A common stock.

The 2014 Director

Plan was approved by stockholders at the annual stockholders meeting held on July 2, 2014, which reserved 150,000 shares of Class

A common stock for issuance thereunder.

The 2013 Plan was amended by the stockholders at the annual stockholders meeting held on

July 1, 2015 to authorize an additional 450,000 shares of Class A common stock to be available for issuance under the Plan, of which

up to 200,000 Class C common shares may be issued as an alternative to up to 200,000 shares of Class A common stock.

The 2013 Plan

was further amended by the stockholders at the annual stockholders meeting held on June 29, 2017 to authorize an additional 500,000

shares of Class A common stock to be available for issuance under the Plan, of which up to 250,000 Class C common shares may be issued

as an alternative to up to 250,000 shares of Class A common stock.

The 2013 Plan was further amended by the stockholders at the annual

stockholders meeting held on June 26, 2020 to authorize an additional 500,000 shares of Class A common stock to be available for

issuance under the Plan, of which up to 350,000 Class C common stock may be issued as an alternative to up to 350,000 shares of Class

A common stock.

The 2014 Director Plan was amended by the stockholders at the annual stockholders meeting held on June 26, 2020 to

authorize an additional 100,000 shares of Class A common stock to be available for issuance under the Plan.

weighted average exercise prices reflect solely the shares of Class A common stock that will be issued upon exercise of outstanding

number includes 201,113 shares of Class A common stock available for future issuance under the 2013 Plan, and 47,952 shares of Class

A common stock available for future issuance under the 2014 Director Plan.

Agreement with Scott M.

December 4, 2012, the Company entered into an employment agreement with Scott M.

Quist, Chairman of the Board, President, and Chief Executive

Officer of the Company.

The agreement was for a six-year term beginning on December 4, 2012 and ending on December 4, 2018.

terms of the Agreement, the Board of Directors may, in its sole discretion, extend the term of the agreement for an additional four-year

term provided that Mr.

Quist has continued to perform his duties with usual and customary care, diligence and prudence commensurate with

his position with the Company.

In addition, Mr.

Quist is required to perform such additional duties as may be assigned to him from time

to time by the Company’s Board of Directors.

December 4, 2018, the Board members approved a motion to extend Mr.

Quist’s employment agreement for an additional four-year term

ending December 2022.

Quist abstained from voting on the motion to extend his employment agreement for the additional four-year term.

Under the terms of the agreement, Mr.

Quist is to devote his full time to the Company, serving as Chairman of the Board, President and

Chief Executive Officer at not less than his current salary and benefits.

The Company also agrees to maintain a group term life insurance

policy of not less than $1,000,000 and a whole life insurance policy in the amount of $500,000 on Mr.

Quist’s life.

of disability, Mr.

Quist’s salary would be continued for up to five years at 75% of its current level of compensation.

the event of a sale or merger of the Company and Mr.

Quist is not retained in his current position, the Company would be obligated to

continue paying Mr.

Quist’s current compensation and benefits for seven years following the merger or sale.

The employment agreement

further provides that Mr.

Quist is entitled to receive annual retirement benefits beginning (i) one month from the date of his retirement

(to commence no sooner than age 65), (ii) five years following complete disability, or (iii) upon termination of his employment without

These retirement benefits are to be paid for a period of twenty years in annual installments in the amount equal to 75% of his

then current level of compensation.

In the event that Mr.

Quist dies prior to receiving all retirement benefits thereunder, the remaining

benefits are to be paid to his heirs.

The Company expensed $900,000 and $900,000 during the years ended December 31, 2021 and 2020, respectively,

to cover the present value of anticipated retirement benefits under the employment agreement.

The liability accrued was $7,556,363 and

$6,656,363 as of December 31, 2021 and 2020, respectively.

Director Compensation

directors of the Company (but not including directors who are employees) are currently paid a director’s fee of $36,000 per year

($3,000 monthly) by the Company for their services and are reimbursed for their expenses in attending board and committee meetings.

additional fee of $750 is paid to each audit committee member for each audit committee meeting attended.

Each independent director is

provided with an annual grant of stock options to purchase 1,000 shares of Class A common stock.

During 2021 each independent director

was granted additional stock options to purchase 5,000 shares of Class A common stock.

Upon retirement from the board, each independent

director will receive “retirement compensation” equal to one month director’s fee for every year of service.

following table sets forth the compensation of the Company’s non-employee directors for fiscal 2021.

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 ($)

Craig Moody (6)

Cook has options to purchase 61,201 shares of the Company’s Class A common stock.

Fuller has options to purchase 61,201 shares of the Company’s Class A common stock.

Hunter has options to purchase 70,744 shares of the Company’s Class A common stock.

Love has options to purchase 6,000 shares of the Company’s Class A common stock.

Mehta has options to purchase 6,000 shares of the Company’s Class A common stock.

Moody has options to purchase 70,744 shares of the Company’s Class A common stock.

401(k) Retirement Savings Plan

1995, the Company’s Board of Directors adopted a 401(k) Retirement Savings Plan.

Under the terms of the 401(k) plan, effective

as of January 1, 1995, the Company made discretionary employer matching contributions to its employees who choose to participate in the

The plan allowed the board to determine the amount of the contribution at the end of each year.

During the period from January

1, 1995 to December 31, 2007 the Board had adopted a contribution formula specifying that such discretionary employer matching contributions

would equal 50% of the participating employee’s contribution to the plan to purchase the Company’s stock up to a maximum

discretionary employee contribution of 1/2 of 1% of participating employees’ compensation, as defined by the plan.

persons who have completed at least one year’s service with the Company and satisfy other plan requirements are eligible to participate

in the 401(k) plan.

All Company matching contributions are invested in the Company’s Class A common stock.

Also, the Company may

contribute at the discretion of the Company’s Board of Directors an Employer Profit Sharing Contribution to the 401(k) plan.

Employer Profit Sharing Contribution is to be divided among three different classes of participants in the plan based upon the participant’s

title in the Company.

All amounts contributed to the plan are deposited into a trust fund administered by an independent trustee.

January 1, 2008, the Company elected to be a “Safe Harbor” Plan for its matching 401(k) contributions.

The Company will match

100% of up to 3% of an employee’s total annual compensation and 50% of 4% to 5% of an employee’s annual compensation.

match is in shares of the Company’s Class A common stock.

The Company’s contribution for 2021 and 2020 was $2,820,315 and

$1,690,568 respectively, under the “Safe Harbor” plan.

Repurchase Plan

September 2018, the Board of Directors of the Company approved a Stock Repurchase Plan that authorized the repurchase of 300,000 shares

of the Company’s Class A Common Stock in the open market.

The Company amended the Stock Repurchase Plan on December 4, 2020.

amendment authorized the repurchase of a total of 1,000,000 shares of the Company’s Class A Common Stock in the open market.

repurchased shares of Class A common stock will be held as treasury shares to be used as the Company’s employer matching contribution

to the Employee 401(k) Retirement Savings Plan and for shares held in the Deferred Compensation Plan.

Stock Ownership Plan (ESOP)

November 25, 2019, the Company distributed a notice of intent to terminate the ESOP Plan to all current plan participants.

also filed Form 5310, an application for determination for terminating plan, with the IRS on December 6, 2019.

The IRS approved the ESOP

termination on April 8, 2021, and the Company had until September 5, 2021, to distribute the ESOP assets and terminate the ESOP.

Company distributed the ESOP assets and terminated the ESOP, filing its final Form 5500 for the ESOP with the IRS on December 6, 2021.

Non-Qualified

Deferred Compensation Plan

2001, the Company’s Board of Directors adopted a Non-Qualified Deferred Compensation Plan, and this plan was amended in 2005 and

later in 2019.

Under the terms of the plan, the Company will 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 2021 and 2020.

The investment committees of the Company’s Non-Qualified Deferred Compensation Plan consists of Scott M.

Johnson, and Garrett S.

Non-qualified

Deferred Compensation

following table sets forth the balances of the non-qualified deferred compensation account of the Named Executive Officers in fiscal

2021 and the aggregate balance of deferred compensation of the Named Executive Officers at December 31, 2021.

Contributions

Distributions

$ 1,006,572 (1)

109,410 shares of the Company’s Class A common stock, based on the closing price of $9.20 at December 31, 2021.

10,245 shares of the Company’s Class A common stock, based on the closing price of $9.20 at December 31, 2021.

16,947 shares of the Company’s Class A common stock, based on the closing price of $9.20 at December 31, 2021.

Stock Option and Other Equity Incentive Awards Plan

August 24, 2013, the Company adopted the Security National Financial Corporation 2013 Stock Option Plan (the “2013 Plan”),

which reserved 450,000 shares of Class A common stock to be made available for issuance thereunder, of which up to 150,000 shares of

Class C common stock could be issued as an alternative to up to 150,000 shares of Class A common stock.

The 2013 Plan provides for the

grant of options and the award or sale of stock to officers, directors, and employees of the Company.

Both “incentive stock options”,

as defined under Section 422A of the Internal Revenue Code of 1986 and “non-qualified options” may be granted under the 2013

The 2013 Plan was approved by the stockholders at the Company’s Annual Meeting, which was held on July 12, 2013.

July 1, 2015, the stockholders approved an amendment to the 2013 Plan to authorize an additional 450,000 shares of Class A common stock

under the 2013 Plan, of which up to 200,000 Class C common stock may be issued as an alternative to up to 200,000 shares of Class A common

On June 29, 2017, the stockholders approved an amendment to the 2013 Plan to authorize an additional 500,000 shares of Class A

common stock to be available for issuance under the Plan, of which up to 250,000 Class C common stock may be issued as an alternative

to up to 250,000 shares of Class A common stock.

On June 26, 2020, the stockholders approved an amendment to the 2013 Plan to authorize

an additional 500,000 shares of Class A common stock under the Plan, of which up to 350,000 Class C common stock may be issued as an

alternative to up to 350,000 shares of Class A common stock.

2013 Plan is to be administered by the Board of Directors or by a committee designated by the Board.

The terms of options granted or

stock awards or sales affected under the 2013 Plan are to be determined by the Board of Directors or its committee.

No options may be

exercised for a term of more than ten years from the date of the grant.

Options intended as incentive stock options may be issued only

to employees, and must meet certain conditions imposed by the Internal Revenue Code, including a requirement that the option exercise

price be no less than the fair market value of the option shares on the date of grant.

The 2013 Plan provides that the exercise price

for non-qualified options will not be less than at least 50% of the fair market value of the stock subject to such option as of the date

of grant of such options, as determined by the Company’s Board of Directors.

2013 Plan also provides that if the shares of common stock shall be subdivided or combined into a greater or smaller number of shares

or if the Company shall issue any shares of common stock as a stock dividend on its outstanding common stock, the number of shares of

common stock deliverable upon the exercise of options shall be increased or decreased proportionately and an appropriate adjustment shall

be made in the purchase price to reflect such subdivision, combination or stock dividend.

In addition, the number of shares of common

stock reserved for purposes of the 2013 Plan shall be adjusted by the same proportion.

No options may be exercised for a term of more

than ten years from the date of grant.

2013 Plan further provides that an option shall be exercised by giving written notice to the Company.

Such notice shall identify the

option being exercised and specify the number of shares as to which such option is being exercised, accompanied by payment of the purchase

The purchase price may be made either in cash or by check or, at the discretion of the Board, through delivery of shares of common

stock having a fair market value equal as of the date of the exercise to the cash exercise price of the option or, at the discretion

of the Board, through the use of some of the shares for which the option is being exercised (a cashless transaction), or by any combination

of the foregoing means of payment.

December 4, 2015, the Board of Directors approved a resolution to amend the 2013 Plan to include additional equity incentive awards.

These additional incentive awards under the plan consist of Stock Appreciation Rights (SARs), Restricted Stock Units (RSUs), and Performance

Share Awards.

Stock Appreciation Rights are awards that entitle the recipient to receive cash or stock equal to the excess of the Company’s

stock price on the date the SAR is exercised over the Company’s stock price on the date the SAR was granted times the number of

shares of stock with respect to which the SAR is exercised.

Restricted Stock Units entitle the recipient to receive RSUs that require

the Company on the distribution dates to transfer to the recipient one unrestricted, fully transferable share of stock for each RSU scheduled

to be paid out on that date.

Performance Share Awards entitle the recipient to receive stock based on the Company meeting certain performance

As amended, the 2013 Plan is now entitled, the “Security National Financial Corporation Amended and Restated 2013 Stock

Option and Other Equity Incentive Awards Plan.”

2013 Plan has a term of ten years.

The Board of Directors may amend or terminate the 2013 Plan at any time, from time to time, subject

to approval of certain modifications to the 2013 Plan by the stockholders of the Company as may be required by law or the 2013 Plan.

Director Stock Option Plan

May 16, 2014, the Company adopted the Security National Financial Corporation 2014 Director Stock Option Plan (the “2014 Director

The 2014 Director Plan was approved by the stockholders at the Company’s Annual Meeting on July 2, 2014 and replaced

the Company’s 2006 Director Stock Option Plan.

The 2014 Director Plan provides for the grant by the Company of stock options to

directors who are not employees or paid consultants (the “Independent Directors”) to purchase shares of Class A common stock

made available for issuance under the plan.

The 2014 Director Plan also provides that annually each Independent Director is automatically

eligible to receive options to purchase 1,000 shares of the Company’s Class A common stock.

On December 1, 2017, the 2014 Director

Plan was amended to authorize the Board of Directors to establish, each year, the effective date of such automatic grants.

March 27, 2020, the Board approved an amendment to the 2014 Director Plan to provide for the cashless exercise of stock options.

to the approval of the amendment, the consideration for the shares to be issued upon the exercise of a stock option under the 2014 Director

Plan included cash, check, or at the discretion of the Board, through the delivery of shares of common stock having a fair market value

equal to the cash exercise price of the option, or a combination of the foregoing.

As amended, at the discretion of the Board, the consideration

for exercising the option may also include the use of some or all of the shares for which the option is exercised (cashless exercise

of the option), or by any combination of the foregoing methods of payment.

As a result of the amendment, the 2014 Director Plan is now

entitled, “Security National Financial Corporation Amended and Restated 2014 Director Stock Option Plan.” On June 26, 2020,

the stockholders approved an amendment to the 2014 Director Plan to authorize an additional 100,000 shares of Class A common stock to

be made available for issuance under the plan, thereby increasing the total number of available shares from 150,000 to 250,000.

stock options granted to Independent Directors shall vest in four equal quarterly installments over a one-year period from the date of

grant, until such shares are fully vested.

The primary purposes of the 2014 Director Plan are to enhance the Company’s ability

to attract and retain well-qualified persons for service as directors and to provide incentives to such directors to continue their association

with the Company.

the event of a merger of the Company with or into another company, or a consolidation, acquisition of stock or assets, or other change

in control transaction involving the Company, each option granted under the 2014 Director Plan becomes exercisable in full, unless such

option is assumed by the successor company.

In the event the transaction is not approved by a majority of the “Continuing Directors”

(as defined in the 2014 Director Plan), each option becomes fully vested and exercisable in full immediately prior to the consummation

of such transaction, whether or not assumed by the successor corporation.

Purchase Plan

September 2015, the Board approved the Security National Financial Corporation Stock Purchase Plan for the mutual benefit of the Company

and its stockholders.

Under the terms of the Stock Purchase Plan, the Company has the option to purchase shares of Class A common stock

from its officers and directors who exercise the stock options granted to them under any of the Company’s stock option plans with

the proceeds from such purchase to be used to pay the taxes owed by such officers and directors as a result of the exercise of their

stock options.

Additionally, the officers and directors who exercise their stock options may, in their discretion, request that the Company

purchase shares of their Class A common stock with the proceeds from such sale to be used to pay the taxes owed by such officers and

directors as a result of the exercise of their stock options.

Company is authorized under the plan to purchase no more than 60,000 shares of Class A common stock in any calendar year to pay the taxes

owed by the officers and directors who exercise their stock options under the Stock Purchase Plan.

The Company’s purchase price

for the Class A common stock under the Stock Purchase Plan shall be equal to the closing sales price of the Company’s Class A common

stock as reported by The Nasdaq National Market on the day that the applicable stock options are exercised by such officers and directors.

Under the Stock Purchase Plan, the Company may only purchase shares of Class A common stock from the officers and directors exercising

their stock options under the Stock Purchase Plan during the “Trading Window” as defined in the Company’s Insider Trading

Policy and Guidelines.

with Section 16(a) of the Securities Exchange Act of 1934

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 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.

solely on its review of the copies of stock reports received by the Company with respect to fiscal 2021, 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 the timely filing of Form 4 reports disclosing the granting and

exercise of stock options.

12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth security ownership information of the Company’s Class A and Class C common stock as of March 31, 2022,

(i) for persons who own beneficially more than 5% of the Company’s outstanding Class A or Class C common stock, (ii) for each director

of the Company, and (iii) for all executive officers and directors of the Company as a group.

Name and Address (1)

401(k) Retirement Savings Plan (2)

and Shirley C.

Partnership, Ltd.

M3 Funds, LLC (4)

Non-Qualified Deferred

Compensation Plan (5)

Quist (7)(8)(9)(10)(11)

Overbaugh (12)

Andrew Quist (7)(13)

Associated Investors (14)

Sill (9)(10)(15)

Estate of George R.

Quist (7)(16)

Stephens (17)

Johnson (9)(10)(18)

Craig Moody (20)

All directors and executive officers (13 persons)

otherwise indicated, the address of each listed stockholder is c/o Security National Financial Corporation, 433 West Ascension Way,

6 th Floor, Salt Lake City, Utah 84123.

investment committee of the 401(k) Retirement Savings Plan consists of Scott M.

Quist, Stephen C.

Johnson and Garrett S.

exercise shared voting and investment powers with respect to such shares.

stock is owned by the George R.

and Shirley C.

Quist Partnership, Ltd., of which Scott M.

Quist is the managing general partner and,

accordingly, exercises sole voting and investment powers with respect to such shares.

solely on the Schedule 13G/A filed on February 14, 2022, Jason A.

Stock, Manager of M3 Partners, LP, a Delaware limited partnership,

and M3 Funds, LLC, a Delaware limited liability company, General Partner of M3 Partners, LP;

Stock, Manager of M3 Funds,

Stock, Managing Director of M3F, Inc., a Utah corporation;

Stock, individually, and William C.

Waller, individually,

exercise shared voting and investment powers with respect to 1,754,690 shares of the Company’s Class A common stock, or 10.0%

of the outstanding shares of the Company’s Class A common stock.

The address of all entities and individuals filing the Schedule

13G/A is 10 Exchange Place, Suite 510, Salt Lake City, Utah 84111.

investment committee of the Company’s Non-Qualified Deferred Compensation Plan consists of Scott M.

Quist, Stephen C.

and Garrett S.

Sill, who exercise shared voting and investment powers with respect to such shares.

stock is owned by the Scott M.

Quist Family Trust, of which S.

Andrew Quist, Amanda J.

Nelson and Adam G.

Quist are the

trustees and, accordingly, exercise shared voting and investment powers with respect to such shares.

not include 1,327,872 shares of Class C common stock owned by the Scott M.

Quist and Lisa J.

Quist Family Trust, of which S.

Quist, Amanda J.

Nelson and Adam G.

Quist are the trustees and, accordingly, exercise shared voting and investment powers with respect

to such shares.

Scott Quist is the Company’s Chairman of the Board, President, and Chief Executive Officer.

Includes options to purchase 176,502

shares of Class A common stock and 122,817 shares of Class C common stock that are currently exercisable.

Quist’s options

to purchase 122,817 shares of Class C common stock may also, at Mr.

Quist’s election, consist of options to purchase 122,817

shares of Class A common stock, or any combination thereof.

Quist has elected to purchase Class C common shares with such options

to the extent there are sufficient authorized but unissued Class C common shares available for issuance with respect to such options.

Otherwise, Mr.

Quist will elect to purchase shares of Class A common stock with respect to such options.

not include 2,919,244 shares of Class A common stock and 212,710 shares of Class C common stock owned by the Company’s 401(k)

Retirement Savings Plan, of which Scott M.

Quist, Stephen C.

Johnson and Garrett S.

Sill are members of the investment committee

and, accordingly, exercise shared voting and investment powers with respect to such shares.

not include 1,620,881 shares of Class A common stock owned by the Company’s Non-Qualified Deferred Compensation Plan, of which

Quist, Stephen C.

Johnson and Garrett S.

Sill are members of the investment committee and, accordingly, exercise shared

voting and investment powers with respect to such shares.

not include 90,782 shares of Class A common stock and 142,983 shares of Class C common stock owned by Associated Investors, a Utah

general partnership, of which Scott M.

Quist is the managing partner and, accordingly, exercises sole voting and investment powers

with respect to such shares.

Overbaugh is the Company’s Vice President, National Marketing Director of Life Insurance, and a director.

Includes options

to purchase 53,638 shares of Class A common stock and options to purchase 128,274 shares of Class C common stock that are currently

The options to purchase 128,274 shares of Class C common stock may also, at Mr.

Overbaugh’s election, consist

of options to purchase 128,274 shares of Class A common stock, or any combination thereof.

Overbaugh has elected to purchase

Class C common shares with such options to the extent there are sufficient authorized but unissued Class C common shares available

for issuance with respect to such options.

Otherwise, Mr.

Overbaugh will elect to purchase shares of Class A common stock with respect

to such options.

Andrew Quist is the Company’s Vice President, General Counsel, and a director.

Includes options to purchase 112,052 shares

of Class A common stock and options to purchase 157,837 shares of Class C common stock that are currently exercisable.

to purchase 157,837 shares of Class C common stock may also, at Mr.

Quist’s election, consist of options to purchase 157,837

shares of Class A common stock, or any combination thereof.

Andrew Quist has elected to purchase Class C common shares with such

options to the extent there are sufficient authorized but unissued Class C common shares available for issuance with respect to such

Otherwise, Mr.

Quist will elect to purchase shares of Class A common stock with respect to such options.

managing general partner of Associated Investors is Scott M.

Quist, who exercises sole voting and investment powers with respect

to such shares.

Sill is the Company’s Chief Financial Officer and Treasurer.

Includes options to purchase 23,367 shares of Class A common stock

and options to purchase 105,077 shares of Class C common stock that are currently exercisable.

The options to purchase 105,077 shares

of Class C common stock may also, at Mr.

Sill’s election, consist of options to purchase 105,077 shares of Class A common stock,

or any combination thereof.

Sill has elected to purchase Class C common shares with such options to the extent there are sufficient

authorized but unissued Class C common shares available for issuance with respect to such options.

Otherwise, Mr.

Sill will elect

to purchase shares of Class A common stock with respect to such options.

Adam Quist is the Vice President — Memorial Services, Assistant Secretary, General Counsel, and a director of the Company.

Includes options to purchase 17,203 shares of Class A common stock and options to purchase 134,641 shares of Class C common stock

that are currently exercisable.

The options to purchase 134,641 shares of Class C common stock may also, at Mr.

Quist’s election,

consist of options to purchase 134,641 shares of Class A common stock, or any combination thereof.

Adam Quist has elected to

purchase Class C common shares with such options to the extent there are sufficient authorized but unissued Class C common shares

available for issuance with respect to such options.

Otherwise, Mr.

Quist will elect to purchase shares of Class A common stock with

respect to such options.

Stephens is the Company’s Senior General Counsel and Secretary.

Includes options to purchase 57,784 shares of Class A common

stock granted to Mr.

Stephens that are currently exercisable.

Johnson is the Company’s Vice President of Mortgage Operations.

Includes options to purchase 70,497 shares of Class A common

stock granted to Mr.

Johnson that are currently exercisable.

Hunter is a director of the Company.

Includes options to purchase 58,292 shares of Class A common stock granted to Dr.

are currently exercisable.

Moody is a director of the Company.

Includes options to purchase 66,244 shares of Class A common stock granted to Mr.

are currently exercisable.

Fuller is a director of the Company.

Includes options to purchase 56,701 shares of Class A common stock granted to Mr.

are currently exercisable.

Cook is a director of the Company.

Includes options to purchase 56,701 shares of Class A common stock granted to Mr.

Cook that are

currently exercisable.

Love is a director of the Company.

Includes options to purchase 1,500 shares of Class A common stock granted to Ms.

Love that are

currently exercisable.

Mehta is a director of the Company.

Includes options to purchase 1,500 shares of Class A common stock granted to Ms.

Mehta that are

currently exercisable.

Company’s executive officers and directors, as a group, own beneficially approximately 11.5% of the outstanding shares of the Company’s

Class A and Class C common stock.

Certain Relationships and Related Transactions and Director Independence

Company’s Board of Directors has a written procedure, which requires disclosure to the Board of any material interest or any affiliation

on the part of any of its officers, directors or employees that is in conflict or may be in conflict with the interest of the Company.

Principal Accounting Fees and Services

following table summarizes the fees of the Company’s current independent auditors, billed to the Company for each of the last two

fiscal years for audit and other services.

All of these fees were reviewed and approved by the Audit Committee of the Board of Directors:

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

fees consist of aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements

and review of the interim financial statements included in quarterly reports or services that are normally provided by the independent

auditor in connection with statutory and regulatory filings for the years ended December 31, 2021 and 2020.

related fees consist of aggregate fees billed for assurance and related services that are reasonably related to the performance of

the audit or review of the Company’s financial statements and are not reported under “Audit Fees”.

These fees include

review of registration statements, and audits of the Company’s ESOP and 401(k) Plans.

fees consist of aggregate fees billed for professional services for tax compliance, tax advice, and tax planning.

other fees consist of aggregate fees billed for products and services by the independent auditors, other than those disclosed above.

10, 11, 12, 13 and 14.

information required by these items is incorporated by reference to the Company’s definitive proxy statement relating to its 2023

Annual Meeting of Shareholders.

The Company currently anticipates that its definitive proxy statement will be filed with the SEC not

later than 120 days after December 31, 2022, pursuant to Regulation 14A of the Securities and Exchange Act of 1934, as amended.

Exhibits, Financial Statement Schedules

1 unchanged sentence

“Index to Consolidated Financial Statements” under Item 8 above.

(a)(2) Financial

Statement Schedules

Financial Statement Schedules

Valuation and Qualifying Accounts

1 unchanged sentence

or are inapplicable and therefore have been omitted.

(a)(3) Exhibits

following Exhibits are filed herewith pursuant to Rule 601 of Regulation S-K or are incorporated by reference to previous filings.

19 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Extension Schema Document

Extension Calculation Linkbase Document

Extension Definition Linkbase Document

Extension Label Linkbase Document

Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

by reference from Registration Statement on Form S-1, as filed on June 29, 1987

13 unchanged sentences

Registrant and in the capacities and on the dates indicated:

of the Board, President,

Chief Executive Officer

Executive Officer)

Financial Officer and

(Principal Financial

Accounting Officer)

of the Board, President, and Chief Executive

Officer (Principal Executive Officer)

March 31, 2023

Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

March 31, 2023

President and Director

5 unchanged sentences

$ 105,697,658

$ 104,459,262

Accident and Health Insurance

4 unchanged sentences

Life Insurance

$ 101,448,883

Accident and Health Insurance

Total premiums

$ 101,801,411

$ 100,254,573

NATIONAL FINANCIAL CORPORATION

and Qualifying Accounts

Other Items and

Reclassifications

7 unchanged sentences

Accumulated depreciation on real estate held for investment

$ (1,237,500 )

Allowance for losses on mortgage loans held for investment

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures