Boardroom Alpha
Meeting calendar
SNFCA · Annual meeting · Friday, June 26, 2026

Security National Financial Corp

9 nominees · 4 ballot items.

Election of nine directors; amendment to the 2022 Equity Incentive Plan to allow up to 500,000 previously Class A‑only shares to be issued as Class C; advisory approval of named executive officer compensation (say‑on‑pay); and ratification of Deloitte & Touche LLP as independent auditors.

Market cap
$255M
1Y TSR
+5.5%
Board grade
B
Record date
Apr 20, 2026
Filing
DEF 14A
Meeting concluded · Jun 26, 2026

Follow how the vote landed and what changed on Security National Financial Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.

Proposals

On the ballot4

  1. 1

    Election of Directors

    ManagementBoard: FOR

    Elect nine directors to serve until the next annual meeting (three elected by Class A shareholders voting separately and six elected by Class A and Class C shareholders voting together).

  2. 2

    Amendment of the 2022 Equity Incentive Plan to allow up to 500,000 previously Class A-only authorized shares to be issued as Class C common stock

    ManagementBoard: FOR

    Amend the Company’s 2022 Equity Incentive Plan so that up to 500,000 shares previously authorized to be issued only as Class A common stock may instead be issued as Class C common stock.

    More detail

    This management-sponsored proposal asks shareholders to approve a targeted amendment to the Company’s 2022 Equity Incentive Plan authorizing up to 500,000 shares that were previously only issuable as Class A common stock to be issued instead as Class C common stock, without changing the Plan’s total share reserve. The Board frames the amendment as a tool to preserve flexibility in granting equity awards to attract, motivate and retain officers, directors and employees; it has unanimously approved the change and recommends shareholder approval. Materially, Class C shares carry ten votes per share while Class A shares carry one vote, so converting 500,000 Class A-authorized shares to Class C-authorized shares could substantially shift aggregate voting power if those shares are issued as Class C — the filing gives the concrete example of 4,500,000 additional votes in matters where Class A and Class C vote together and 500,000 fewer Class A votes in the separate Class A director election. The company discloses that there remain substantial unissued Class A-authorized shares under the Plan (1,896,335 as of March 1, 2026) and very few unissued Class C-authorized shares (4,207), which helps explain the practical motivation for the amendment. From a governance perspective, the proposal raises potential stockholder-control implications because issuance of Class C shares concentrates voting power per share; the Board's justification emphasizes compensation flexibility and retention rather than governance effects. The amendment does not expand the absolute number of shares available under the Plan but changes the class of up to 500,000 of those shares, meaning economic dilution to existing holders is similar while voting dilution could be asymmetric. The Board’s recommendation suggests it expects to use the flexibility primarily for compensation-related grants, and it emphasizes alignment of employees and directors with stockholder interests, but the amendment gives the Board discretion that could affect future corporate control dynamics depending on how and to whom Class C shares are granted. Risk-aware investors will weigh the retention/compensation benefits described by management against the potential change in voting composition and should consider whether additional guardrails or disclosure around the intended recipients and circumstances for issuing Class C shares would be warranted. Overall, this is a governance-sensitive technical amendment intended to provide compensation-plan flexibility with clear potential voting-power consequences if exercised.

  3. 3

    Advisory (non-binding) vote to approve Named Executive Officer compensation (Say-on-Pay

    ManagementBoard: FOR

    An advisory vote to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement.

    More detail

    This management-sponsored, non-binding proposal requests shareholder endorsement of the Company’s executive compensation program as disclosed in the proxy — commonly called a 'say-on-pay' vote. The vote asks shareholders to approve the overall compensation of the Named Executive Officers, including base salary, annual incentive awards, and equity participation, and is required by Dodd-Frank and SEC rules to be submitted to shareholders on an advisory basis. Management and the Compensation Committee argue the program is designed to align pay with performance, attract and retain key talent, and incentivize long-term value creation through equity awards. The proposal is explicitly non-binding, but the Board states it will consider the outcome when setting future pay practices; the proxy also notes the prior 2023 advisory vote and the Committee’s review of results. The Board recommends a vote FOR, asserting that the current compensation philosophy and components are reasonable compared to peer companies and tied to performance metrics. For investors assessing the proposal, considerations include the magnitude of total executive pay, the structure of incentive awards (including recent large option grants), related-party considerations (multiple executives are family members), and historical advisory vote outcomes. Although advisory, a negative vote could prompt the Compensation Committee to reconsider elements of the program, while a strong affirmative vote supports continuity in compensation design. The Board’s framing emphasizes governance and retention goals, but investors may weigh alignment, pay-for-performance measures, and executive ownership when evaluating the merits of the recommendation.

  4. 4

    Ratification of Appointment of Independent Registered Public Accountants (Deloitte & Touche LLP

    ManagementBoard: FOR

    Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for fiscal year ending December 31, 2026.

Director elections

Nominees on the ballot9

Independent
Tenure on this board
14.5 yrs
Also a director at
Usana Health Sciences Inc (USNA)
Ownership

Top institutional holders10

Latest 13F quarter
1M3F, Inc.8.4%2,198,648$21M
2VANGUARD CAPITAL MANAGEMENT LLC2.9%752,095$7M
3DIMENSIONAL FUND ADVISORS LP2.9%743,744$7M
4AMERIPRISE FINANCIAL INC2.8%730,502$7M
5LHM, INC.2.8%717,508$7M
6BlackRock, Inc.2.1%542,724$5M
7Veradace Capital Management LLC1.4%353,055$3M
8GEODE CAPITAL MANAGEMENT, LLC1.2%322,202$3M
9RBF Capital, LLC1.2%303,534$3M
10BRIDGEWAY CAPITAL MANAGEMENT, LLC1.1%278,746$3M
Filings

Recent key filings

Periodic reports
Definitive proxies
Reference

Frequently asked questions

When is the Security National Financial Corp 2026 annual meeting?
Security National Financial Corp (SNFCA) holds its 2026 annual shareholder meeting on Friday, June 26, 2026.
What is the record date for the Security National Financial Corp 2026 meeting?
The record date for the Security National Financial Corp 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Security National Financial Corp's 2026 meeting?
The board is presenting 9 director nominees at the Security National Financial Corp 2026 meeting, listed with their independence status and background.
What proposals will shareholders vote on at the Security National Financial Corp 2026 meeting?
Shareholders will vote on 4 proposals at the Security National Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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