United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
(Amendment #1)
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the fiscal year ended December 31, 2022 |
--12-31FY2022
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period Fromto. |
Commission file number 000-52613
FIRST TRINITY FINANCIAL CORPORATION
(Exact name of small business issuer as specified in its charter)
| Oklahoma | 34-1991436 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer number) |
| 7633 East 63rd Place, Suite 230 | Tulsa, Oklahoma | 74133-1246 |
| (Address of principal executive offices) |
(918) 249-2438
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
None
Securities registered pursuant to section 12(g) of the Exchange Act:
Title of Each Class
Class A Common Stock, $0.01 Par Value
Class B Common Stock, $0.01 Par Value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” "accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer: ☐ | Accelerated filer: ☐ | Non-accelerated filer: ☐ | Smaller reporting company: ☑ |
| Emerging growth company: ☐ | | | |
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Because of the absence of an established trading market for the common stock, the registrant is unable to calculate the aggregate market value of the voting stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 6, 2023, the registrant had 9,384,340 shares of Class A common stock, 0.01 par value, outstanding and 101,102 shares of Class B common stock, 0.01 par value, outstanding.
Auditor Name: Kerber, Eck & Braeckel LLP
Auditor Location: Springfield, Illinois
Auditor PCAOB ID: 718
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Form 10-K/A (this “Amendment”) amends First Trinity Financial Corporation’s (the “Company,” “our,” “we,” “us,” or similar terms) Annual Report on Form 10-K for the year ended December 31, 2022 (the “Original 10-K”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2023. The Company is filing this Amendment for the purposes of correcting and providing further information to the Form 10-K. The correction relates to deleting an inadvertent carryover of a header on each page of Part III of Form 10-K, along with the signature page and exhibit list, that indicated the pages related to the Notes to the Consolidated Financial Statements for December 31, 2022 and 2021. Part III has also been revised to provide further information. We have also amended Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in Part II of the Original 10-K to provide additional disclosure. In addition, because Part III of Form 10-K was included in the Original 10-K and this Amendment, the reference on the cover page of the Original 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original 10-K and this Amendment has been deleted.
In connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV has also been amended and restated to reflect the filings of these new certifications. Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as otherwise noted, this Amendment speaks as of the filing date of the Original 10-K and reflects only the changes noted above. No other information included in the Original 10-K has been modified or updated in any way, and we have not updated the disclosures contained herein to reflect any events which occurred subsequent to the filing of the Original 10-K or to modify the disclosure contained in the Original 10-K other than to reflect the changes described above.
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
| (d) | Securities Authorized for Issuance Under Equity Compensation Plans |
In March 2020, our Board formally adopted the 2019 Equity Incentive Plan which had been previously approved by our shareholders in 2019. Under the Plan, up to 1,000,000 shares of Class A Common Stock are authorized for issuance. However, to date no awards have been granted or shares issued pursuant to the Plan.
(f) | Purchases of Equity Securities by Issuer |
The Company did not repurchase any of its shares of common stock during 2022 or 2021.
Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
The following sets forth certain information regarding the current Class A Directors of First Trinity Financial Corporation (“FTFC”) including age, position with the Company, principal occupation and term of service. The Company Class A Directors serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.
| | | | Director |
| Name of Nominee | Age | Position/Principal Occupation | Since |
| Gregg E. Zahn (4) | 61 | Director; Chairman, President and Chief Executive Officer of First Trinity | 2004 |
| Charles W. Owens (3) (4) | 68 | Director; Insurance and Marketing Services | 2004 |
| George E. Peintner (2) (4) | 69 | Director; Marketing Company | 2004 |
| (1) | Member Compensation Committee |
| (2) | Member Nominating and Corporate Governance Committee |
| (3) | Member Investment Committee |
| | The following is a brief description of the business backgrounds of the Class A directors. |
Gregg E. Zahn has been a member of the Board of Directors since inception in 2004. He is President, Chief Executive Officer and Chairman of the Board of Directors of First Trinity. He has been President and Chief Executive Officer since October 2007 and became Chairman in 2011. From 2004 until October 2007 he was First Trinity’s Director of Training and Recruiting. He is President, Chief Executive Officer, Chairman and Director of Trinity Life Insurance Company (“TLIC”) and Trinity Mortgage Corporation (“TMC”) and has served in those positions since October 2007. He was Executive Vice President of First Life America Corporation of Topeka, Kansas (acquired in 2008 and merged with TLIC in 2009) from December 2008 until August 2009. He became Chairman, Chief Executive Officer and Director of Family Benefit Life Insurance Company (“FBLIC”) in December 2011. He became Chairman of Texas Republic Capital Corporation (“TRCC”) in 2012. He also was Chairman of Royalty Capital Corporation (“RCC”) from its inception in 2013 through its dissolution in 2022 when RCC’s life insurance subsidiary, Royalty Capital Life Insurance Company (“RCLIC”), was sold to FTFC. Between 1997 and March 2004, Mr. Zahn served as Marketing Vice President of First Alliance Insurance Company of Lexington, Kentucky and as Assistant to the President of First Alliance Corporation and Mid American Alliance Corporation. He was President of Alliance Insurance Management from 2001 to 2003.
Charles W. Owens has been a member of the Board of Directors since inception in 2004. He is a Director of TLIC, FBLIC and TMC. Mr. Owens has served as the President and Owner of Tinker Owens Insurance and Marketing Services since its inception in 1988.
George E. Peintner has been a member of the Board of Directors since inception in 2004. He is a Director of TLIC, FBLIC and TMC. Mr. Peintner is the Owner of Peintner Enterprises. Peintner Enterprises is a Marketing Company established in 1980.
The following sets forth certain information regarding the current directors that were appointed by a vote of the Class B shareholders including age, position with the Company, principal occupation and term of service. The Company Class A Directors serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.
| | | | Director |
| Name of Nominee | Age | Position/Principal Occupation | Since |
| William S. Lay (3) (4) | 83 | Director; Former Vice President and Chief Investment Officer of FTFC | 2007 |
| Bill H. Hill (1) (2) | 82 | Director; Former President of Eastern Oklahoma State College | 2004 |
| Gary L. Sherrer (1) (3) | 74 | Director; Former Assistant Vice President, Division of Agricultural Sciences | 2004 |
| | | and Natural Resources for Oklahoma State University Foundation | |
| Will W. Klein (1) (2) | 90 | Director; Insurance Company Chief Executive Officer | 2011 |
| Gerald J. Kohout (1) (2) | 82 | Director; Former Officer and Director of Life and Health Insurance Companies | 2015 |
| (1) | Member Audit Committee |
| (2) | Member Compensation Committee |
| (3) | Member Nominating and Corporate Governance Committee |
| (4) | Member Investment Committee |
The following is a brief description of the business backgrounds of the current directors that were appointed by a vote of the Class B shareholders.
Bill H. Hill has been a member of the Board of Directors since inception in 2004. He also serves as a Director of TLIC, FBLIC and TMC. He was President of Eastern Oklahoma State College, in Wilburton, OK from 1986-2000. He retired in 2000 and has been a rancher since that time.
Will W. Klein has been a member of the Board of Directors since 2011. He also serves as a Director of TLIC, FBLIC and TMC. He has been Chief Executive Officer of SkyMed International, Inc. since 1993. Mr. Klein was named to The Order of Canada in 1983, the country’s highest civilian honor.
Gerald J. Kohout has been a member of the FBLIC Board of Directors since 2013. He also has served as a Director of FTFC, TLIC and TMC since 2015 and TRCC since 2021. He is a retired officer and director of numerous life and health insurance companies spanning a period of several decades. Mr. Kohout has extensive experience in the administrative operations of life and health insurance companies with significant experience in business mergers, acquisitions, logistics and reorganizations.
William S. Lay has been a member of the Board of Directors since 2007. He was FTFC’s Vice President, Chief Investment Officer from March 2011 through is retirement in December 2022 and served as Chief Financial Officer from April of 2007 through June 2010 and Secretary and Treasurer from April 2007 through March 2011. He continues to serve as a Director of TLIC, FBLIC, TMC and TRCC. Mr. Lay was a director of RCC from its inception in 2013 through its dissolution in 2022 when RCC’s life insurance subsidiary, RCLIC, was sold to FTFC. Prior to his retirement, Mr. Lays was a financial officer and business consultant, specializing in corporate financial and consulting services for small-sized entrepreneurial companies. Prior to that, Mr. Lay was an officer and director of numerous life insurance companies and has experience in business acquisitions, mergers and reorganizations.
Gary L. Sherrer has been a member of the Board of Directors since inception in 2004 and in 2017 was appointed the Company’s Oklahoma Legislative Liaison. He is a Director of TLIC, FBLIC and TMC. He retired from Oklahoma State University where he was serving as Assistant Vice President for External Affairs for the Division of Agricultural Sciences and Natural Resources.
Mr. Sherrer previously was Assistant Chief Executive Officer of KAMO Power, Oklahoma’s first Secretary of Agriculture, Oklahoma’s Commissioner of Agriculture, Oklahoma’s second and sixth Secretary of Environment and Director of Oklahoma’s Water Resources Board. He also served for four terms in the Oklahoma House of Representatives and in the United States Army as a combat medic in Vietnam.
Director Compensation
Effective January 1, 2020, Directors who are not employees of the Company receive a $9,500 annual retainer paid monthly, $5,500 plus expenses for each Board of Directors meeting attended in person, $500 for each meeting in which they participate telephonically and $500 for any committee meeting they attend not held in conjunction with a Board of Directors’ meeting. Committee Chairman receive an additional $9,500 annual retainer paid monthly. Also effective January 1, 2020, Directors who are not employees, would have the following increases in directors compensation: for each $100,000,000 in asset growth of the Company beyond $600,000,000, there will be an annual retainer increase of $1,000, a meeting attendance in person increase of $500 and an increase in the annual retainer of committee chairmen of $1,000.
The Director Compensation Table for 2022 is set forth below.
DIRECTOR COMPENSATION TABLE | |
| Name | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Change in Pension value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ( $) | | | Total ($) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bill H. Hill | | | 44,500 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 44,500 | |
| Will W. Klein | | | 54,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 54,000 | |
| Gerald J. Kohout | | | 44,500 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 44,500 | |
| Charles W. Owens | | | 51,500 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 51,500 | |
| George E. Peintner | | | 52,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 52,000 | |
| Gary L. Sherrer | | | 53,500 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 53,500 | |
Executive Officers
The following sets forts information regarding the current executive officers of FTFC including age, current and prior positions with the Company and term of service. The Company’s Executive Officers serve a term of one year as elected by the Board of Directors or until their successors are duly elected and qualified.
| | | | Employee |
| Name of Officer | Age | Position/Principal Occupation | Since |
| Gregg E. Zahn (1) | 61 | Chairman, President and Chief Executive Officer | 2004 |
| Jeffrey J. Wood (2) | 68 | Chief Financial Officer, Secretary and Treasurer | 2010 |
| (1) | Mr. Zahn was elected President and Chief Executive Officer in October 2007 and Chairman in May 2011 and previously served as Director of Training and Recruiting from 2004 through October 2007. |
| (2) | Mr. Wood was elected Chief Financial Officer in June 2010 and Secretary and Treasurer in March 2011. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act (“Section 16(a)”) requires the Company’s executive officers and directors, and certain persons who own more than 10% of a registered class of the Company’s equity securities (“10% Stockholders”), to file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Such executive officers, directors and 10% Stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such reports furnished to the Company and written representations that no other reports were required to be filed during 2022, the Company believes that its executive officers, directors and 10% Stockholders have complied with all Section 16(a) filing requirements applicable to them.
Corporate Governance
The Company has a Code of Conduct and Ethics (“Code”) applicable to all directors and employees, including our Chairman of the Board, Chief Executive Officer and other senior executives, to help ensure that our business is conducted in accordance with high standards of ethical behavior. The Code is published on our website at www.firsttrinityfinancial.com under “Corporate Governance” and may be obtained free of charge by contacting our corporate offices at (918) 249-2438 or requesting a copy in writing to 7633 East 63rd Place, Suite 230, Tulsa, Oklahoma 74113-1246. The Company will post amendments to or waivers from the Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer or controller) on its website.
The Company’s Board of Directors, Executive Officers, Officers and Management annually complete and verify biographical affidavits, questionnaires and conflict and interest forms to document compliance with the Code.
The Company has four major committees to ensure that First Trinity Financial Corporation’s activities, decisions and transactions are subject to review and scrutiny.
Audit Committee
The Audit Committee of the Board of Directors is currently composed of four directors: Will W. Klein (chairman), Bill H. Hill, Gerald J. Kohout and Gary L. Sherrer, each of whom is determined to be an independent director as the term is defined by the NASDAQ listing standards. The Board of Directors has also determined that Mr. Klein qualifies as an "audit committee financial expert," as defined in applicable SEC rules.
The Audit Committee was established by the Board of Directors in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 to oversee the Company's financial reporting process, the system of internal financial controls and audits of its financial statements. The Audit Committee (1) provides oversight of the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements, (2) assists the Board of Directors in oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent public accounting firm’s qualifications, independence and performance, and the Company’s internal accounting and financial controls and (3) provides to the Board of Directors such information and materials as it may deem necessary to make the Board of Directors aware of significant financial matters that require the attention of the Board of Directors. The Audit Committee acts pursuant to a written charter adopted by the Board of Directors, which is available in the “Corporate Governance” section of the Company’s website at www.firsttrinityfinancial.com.
Compensation Committee
The Compensation Committee is currently composed of four directors: George E. Peintner (chairman), Bill H. Hill, Gerald J. Kohout and Will W. Klein, each of whom is determined to be an independent director as the term is defined by the NASDAQ listing standards. The Compensation Committee reviews and approves the compensation and benefits for the Company’s executive officers and performs such other duties as may from time to time be determined by the Board of Directors. The Compensation committee acts pursuant to a written Charter adopted by the Board of Directors, which is available in the “Corporate Governance” section of the Company’s website at www.firsttrinityfinancial.com.
Nominating and Corporate Governance Committee
The Board of Directors has a Nominating and Corporate Governance Committee. This committee meets on call and submits recommendations to the Board of Directors for the number of members to be included in the Company’s Board of Directors, the individuals to be submitted to the shareholders for election for the Company’s Board of Directors and coordinates the corporate governance activities of the Company. The Nominating and Corporate Governance Committee currently consists of independent (as the term is defined by the NASDAQ listing standards) directors Charles W. Owens (Chairman) and Gary L. Sherrer and non-independent director William S. Lay. The Nominating and Corporate Governance committee acts pursuant to a written Charter adopted by the Board of Directors, which is available in the “Corporate Governance” section of the Company’s website at www.firsttrinityfinancial.com.
Investment Committee
The Investment Committee of the Board of Directors is currently composed of four directors: Gregg E. Zahn (chairman), William S. Lay, Charles W. Owens and George E. Peintner. The Investment Committee (1) reviews and approves investment transactions on at least a quarterly basis, (2) establishes the Company’s investment policy, (3) provides specific guidelines for the allocation of the Company’s available funds for investments and other purposes and (4) monitors those guidelines to ensure that available funds are properly allocated into investment categories consistent with the Company’s investment policies.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
The Compensation Committee assists the Board of Directors in overseeing the management of the Company’s compensation and benefits program, chief executive officer performance and executive development and succession efforts. In addition, the Compensation Committee oversees the evaluation of management and compensation of the officers of the Company.
The primary objective of our compensation program is to offer executive officers competitive compensation packages that will permit the Company to attract and retain individuals with superior abilities and to motivate and reward these individuals in an appropriate manner in the long-term interest of the Company and its shareholders. Management provides recommendations to the Compensation Committee regarding most compensation matters, including executive compensation; however, the Compensation Committee does not delegate any of its functions to others in setting compensation. The Company does not currently engage any consultant related to executive compensation.
The Company’s compensation program for executive officers consists of base salary, consideration for annual bonuses, 401(k) plan and life, health and dental insurance coverage. These elements are intended to provide an overall compensation package that is commensurate with the Company’s financial resources, that is appropriate to assure the retention of experienced management personnel and that aligns their financial interest with those of our shareholders.
Base Salary: Salary levels recommended by the Compensation Committee are intended to be competitive with salary levels of similarly situated companies, commensurate with the executive officers' respective duties and responsibilities, and reflect the financial performance of the Company. Annual salary increases are considered based on the same criteria.
Cash Bonuses: Bonus amounts are based on individual performance and are intended to reward superior performance. The Compensation Committee may also take into account additional considerations that it deems appropriate. Bonuses are discretionary and there is no formal bonus plan in place except for Gregg E. Zahn’s asset and net profit bonus discussed below.
The following Summary Compensation Table sets forth the compensation of our most highly compensated executive officers for the years indicated.
Summary Compensation Table
| | | | | | | | | | | | All Other | | | | | |
| | | | Salary | | | Bonus | | | Compensation | | | Total | |
| Name and Principal Position | Year | | ($) | | | ($) | | | ($) (3) | | | ($) | |
| | | | | | | | | | | | | | | | | | |
| Gregg E. Zahn (1) | 2022 | | | 537,254 | | | | 142,869 | | | | 24,000 | | | | 704,122 | |
| President and Chief Executive Officer | 2021 | | | 506,843 | | | | 158,935 | | | | 22,500 | | | | 688,278 | |
| | | | | | | | | | | | | | | | | | |
| Jeffrey J. Wood (2) | 2022 | | | 304,484 | | | | 25,000 | | | | - | | | | 329,484 | |
| Chief Financial Officer, Secretary and Treasurer | 2021 | | | 295,615 | | | | 20,000 | | | | - | | | | 315,615 | |
| (1) | Mr. Zahn was elected President and Chief Executive Officer on October 4, 2007. |
| (2) | Mr. Wood was elected Chief Financial Officer in June 2010 and Secretary and Treasurer in March 2011. |
| (3) | Represents auto allowance |
Employment Agreements
Gregg E. Zahn entered into an employment agreement with FTFC on June 7, 2010, with amendments on December 8, 2011, October 8, 2012 and April 9, 2013, September 5, 2017 and May 23, 2022. The employment agreement and amendments were reported by the Company in its Reports on Form 8-K filed on June 11, 2010, December 13, 2011, October 10, 2012, April 11, 2013, September 8, 2017 and May 25, 2022, respectively. The employment agreement dated June 7, 2010, contained the terms and conditions of the agreement.
The most recent amended agreement is continuous with automatic monthly extensions on the first day of each month, provides health, dental and vision benefits for a three year period following the date of separation, grosses up separation payments for up to three years of salary following the date of separation, establishes a minimum Change in Control Payment and is subject to earlier termination based on disability, death, termination by the Company, with or without cause.
Under the May 23, 2022, amendment:
In the event the Company undergoes a Change in Control, and so long as Employee is employed with the Company immediately before the Change in Control, Employee will receive a payment (the “Change in Control Payment”), subject to applicable withholdings and deductions, equal to the greater of (a) 2.99 times the average of Employee’s W-2 compensation (as reported in box 1) for the three completed years that immediately precede the Change in Control; and (b) three million nine hundred fifty thousand dollars ($3,950,000). The Change in Control Payment will be paid to Employee no later than sixty (60) days after the effective date of the Change in Control.
Under the September 5, 2017, amendment:
| | ● | Mr. Zahn's annual salary of $300,000 increased annually on January 1st of each year by 6% (retroactive to January 1, 2013) during 2013 and in subsequent years as follows: 2013 - $318,000; 2014 - $337,080; 2015 - $357,304; 2016 - $378,743; 2017 - $401,467, 2018 - $425,556, 2019 - $451,089, 2020 - $478,154, 2021 - $506,843 and 2022 - $537,254. |
| | ● | Mr. Zahn receives a net profit bonus of 5% of the net income (with operating results measured using the audited U.S. GAAP basis of accounting) of the Company each year after completion of the annual audit and the filing of the Company’s Form 10-K. The net profit bonus will be capped at 200% of Mr. Zahn’s base salary for the year the net profit bonus was calculated. The initial net profit bonus was calculated for the year ended December 31, 2012. |
| | ● | Mr. Zahn received an asset growth bonus (with assets measured using the audited U.S. GAAP basis of accounting) as follows: $200,000 bonus when the Company’s assets reached $200,000,000; $250,000 bonus when the Company’s assets reached $250,000,000; $300,000 bonus when the Company’s assets reached $300,000,000; $350,000 bonus when the Company’s assets reached $350,000,000; $400,000 bonus when the Company’s assets reached $400,000,000; $450,000 bonus when the Company’s assets reached $450,000,000 and $500,000 bonus when the Company’s assets reached $500,000,000. More than one asset growth bonus could be received in any given year. Mr. Zahn was granted a $600,000 bonus at the discretion of the Board of Directors in 2020 when the Company’s assets exceeded $600,000,000. |
Mr. Zahn also received a monthly auto allowance of $1,100 through March 31, 2020 that was increased to a monthly auto allowance of $1,500 effective April 1, 2020 and $2,000 effective April 1, 2021. He is entitled to participate in the Company’s employee benefit plans available to other executives. Amounts payable, as of December 31, 2022, in the event of Mr. Zahn’s termination of employment by the Company not for cause or for good reason (including salaries, bonus, auto allowance, benefits and tax rate adjustment for three years) is $3,950,000.
Jeffrey J. Wood entered into an employment agreement dated December 8, 2011 with the Company, effective and retroactive to August 1, 2011. The agreement was for a term through December 31, 2013 with automatic one-year extensions each year on December 31 and is subject to earlier termination based on disability, death, termination by the Company, with or without cause. Mr. Wood’s base salary of $200,000 effective August 1, 2011 was increased to $225,000 per year pursuant to an amendment to his employment agreement as of April 9, 2013, and effective as of January 1, 2013. The amendment was reported in the Company's Report on Form 8-K filed on April 11, 2013.
Mr. Wood’s base salary of $225,000 retroactively effective January 1, 2013 was increased to $240,000 per year pursuant to an amendment to his employment agreement as of December 23, 2015, and effective as of January 1, 2015. The amendment was reported in the Company's Report on Form 8-K filed on December 28, 2015. Mr. Wood’s base salary of $240,000 retroactively effective to January 1, 2015 was increased to $255,000 per year pursuant to an amendment to his employment agreement as of February 26, 2016, and effective as of January 1, 2016. This annual salary of $255,000 will increase annually beginning January 1, 2017 by 3%. The amendment was reported in the Company's Report on Form 8-K filed on February 29, 2016.
The most recent amended agreement dated March 18, 2019 and reported in the Company’s Form 8-K filed on March 20, 2019 is continuous with automatic monthly extensions on the first day of each month, provides health, dental and vision benefits for a three year period following the date of separation, grosses up separation payments for up to three years of salary following the date of separation and is subject to earlier termination based on disability, death, termination by the Company, with or without cause. He is entitled to participate in the Company’s employee benefit plans available to other executives. He is eligible for a bonus at the discretion of the Compensation Committee and the Board of Directors, based on performance. Amounts payable, as of December 31, 2021, in the event of Mr. Wood’s termination of employment by the Company not for cause or for good reason (including salary, bonus, benefits and tax adjustment for two years) is $813,768.
2022 Compensation Disclosure Ratio of the Median Annual Total Compensation of All Company Employees to the Annual Total Compensation of the Company’s Chief Executive Officer
The 2022 compensation disclosure ratio of the median annual total compensation of all Company employees to the annual total compensation of the Company’s chief executive officer is as follows:
| | | 2022 | |
| | | Total Compensation | |
| Category | | and Ratio | |
| | | | | |
| Median annual total compensation of all employees (excluding Gregg E. Zahn) | | $ | 114,882 | |
| | | | | |
| Annual total compensation of Gregg E. Zahn, Chief Executive Officer | | $ | 704,122 | |
| | | | | |
| Ratio of the median annual total compensation of all employees to the Annual total compensation of Gregg E. Zahn, Chief Executive Officer | | | 16.32 | % |
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)
The following Compensation Discussion and Analysis ("CD&A") describes the material elements of compensation for executive officers identified in the Summary Compensation Table.
Compensation Philosophy
The Compensation Committee, composed of four outside directors, is responsible for implementing our compensation philosophy for directors, executive officers and employees. Our goal is to ensure we employ qualified, experienced executive officers whose financial interests are aligned with that of our shareholders.
Because we do believe a systematic pattern exists between executive compensation and performance, our compensation philosophy is structured to "motivate" managerial behaviors through a combination of base and incentive compensation. Another of our objectives is to acquire and retain people of integrity who take pride in delivering positive results. The final objective, due to our philosophy to outsource many functions and retain a low number of full-time and part-time employees, requires us to have executive officers that are able to perform and have an intimate knowledge of a combination of executive, actuarial, accounting, operating and other understandings inherent in supervising and growing a successful life insurance company.
Overview of Compensation Program
Our compensation consists of salary, bonuses, allowances and benefit plans generally administered equally for all qualified Company employees. The Compensation Committee establishes a salary for each senior executive based on long-term corporate objectives, competitive industry practices and each executive officer's contributions. The Compensation Committee seeks to ensure executive compensation is reasonable, fair and competitive. In order to make this determination, after the end of each calendar year and when financial results for the year are finalized and affirmed by the issuance of an unqualified opinion by the Company’s independent registered public accounting firm, the Compensation Committee generally evaluates the Company's performance and then conducts a similar exercise with respect to a group of comparable companies.
"Say-on-Pay" and "Say-When-on-Pay"
We believe our compensation philosophy and structure is fair for our executive officers. Shareholders will not find complex compensation formulas to evaluate and approve. However, to retain our limited number of corporate executives, we generally allow a minimum of one year to a maximum of 2.99 years of compensation in the event of termination of employment by the Company not for cause or for good reason.
We believe our straightforward and simplified approach to executive compensation insulates our shareholders from the types of corporate excesses which led to the enactment of "Say-on-Pay" and "Say-When-on Pay." We believe our compensation solution favorably serves our shareholders on matters of executive pay.
Compensation Performance Analysis
Our executive management team is led by Gregg E. Zahn and Jeffrey J. Wood who are full-time employees. The Compensation Committee conducted a review of the performance of Gregg E. Zahn and Jeffrey J. Wood for the year 2022. This review included an evaluation of the progress made towards the attainment of our corporate objectives and the role these individuals played in meeting those objectives. The review also included a broad-based comparison of salaries with senior executives of other publicly traded life insurance companies.
Due to being a smaller public reporting company and that our Class A common stock is not publicly traded, it is difficult to find public life insurance companies that are comparable to us. With the growth of our life insurance business, achieving investment opportunities with attractive yields and pursuing acquisition and growth opportunities, the Company achieved increased assets of $6,105,103 from $659,758,934 (grossed up by reinsurance and coinsurance amounting to $106,210,246) as of December 31, 2021 to $665,864,037 (grossed up by reinsurance and coinsurance amounting to $92,033,769) as of December 31, 2022 and decreased shareholders’ equity of $16,742,039 from $68,394,551(grossed up by accumulated other comprehensive income of $13,203,827) as of December 31, 2021 to $51,652,512(decreased by accumulated other comprehensive loss of ($14,319,679)) as of December 31, 2022. The Company also achieved increased revenues of $8,442,858 from $57,116,241 in 2021 to $65,559,099 in 2022 and increased net income of $3,327,333 from $2,857,370 in 2021 to $6,184,703 in 2022.
The Company's performance in 2022 reflected the business philosophy and leadership primarily of Gregg E. Zahn supported by Jeffrey J. Wood. Giving consideration to these factors, the Compensation Committee was encouraged by executive management's demonstrated leadership. The Compensation Committee considers Gregg E. Zahn and Jeffrey J. Wood to be valuable executive officers in implementing our corporate objectives.
Gregg E. Zahn continues to lead the Company in accordance with the ideals and philosophies of acquisition of companies, organic growth of the life insurance and annuity business and pursuit of secure, attractive yielding investment returns coupled with the ultimate goal of either establishing a publicly traded stock or inclusion by an already established company with attractive liquidity settlements for FTFC’s shareholders.
Jeffrey J. Wood reports to Gregg E. Zahn and leads the daily financial and related operations of the Company in accordance with those same ideals and philosophies.
In 2022, Gregg E. Zahn and Jeffrey J. Wood met the subjective expectations of our Board of Directors and shareholders.
The Compensation Committee remains cautious about its responsibility to shareholders in setting executive compensation and has asked executive management to focus on continued asset growth and profitability. Gregg E. Zahn received a 6.00% increase in base salary to $537,254 in 2022, received a $142,869 bonus in 2022 representing 5.00% of FTFC’s U.S. GAAP net income of $2,857,370 and also received an automobile allowance of $24,000. Jeffrey J. Wood received a 3.00% increase in base salary to $304,484 in 2022 and received a bonus of $25,000 in 2022.
Compensation Comparable Companies
To assist in evaluating the compensation for 2022 and establishing compensation for future years, the Compensation Committee utilized independent sources to identify "comparable" companies within the life insurance industry. We believe a comparable is a point of reference for measurement, but not the determinative factor for our executives' compensation. Because the comparative compensation information is one of several analytic tools used in setting executive compensation, the Compensation Committee has discretion in determining the manner and extent of its use.
Six comparables were selected for discussion of salaries and bonuses. Four of these comparable companies were: Atlantic American Life and Health, Midwest Holding, Inc., U.S. Alliance Corporation and Texas Republic Capital Corporation. These four comparable companies have different operating activities and product mixes compared to FTFC but there is insufficient public information available on compensations for life insurance companies closer to our size.
We also analyzed the results of two other companies: Citizens, Inc. and Securities National Financial Corporation. These two companies are larger than us in size, but we are familiar with their operations and executives due to third party administrative services arrangements, prior employment history and participation in reinsurance agreements and national life insurance and mortgage loan associations. Data obtained on each comparable company included executive salaries (including bonuses and all forms of current and deferred compensation), fees paid to independent members of Board of Directors, total assets, liabilities, shareholders’ equity, revenues, benefits and expenses, taxes and net income.
Compensation data found on these comparable companies was limited to only those individuals for whom compensation information was disclosed publicly and for the most recent public information that was only through 2021 since 2022 information is not yet publicly available. As a result, the data typically included only the most highly compensated officers at each company as of their latest public filing. Generally, this correlated to the Chairman/CEO, President and the individuals who are chief level officers (Chief Financial Officer, Chief Operating Officer and Chief Investment Officer) or the equivalent with us.
Comparative Compensation Analysis
The overall results of the study of comparable companies provided additional information for the Compensation Committee to consider. As noted above, the Compensation Committee reviewed a number of factors within the comparable companies; however, with the focus on base salary compensation.
Based on the Compensation Committee's analysis, the recommended 2022 base salary compensation for Gregg E. Zahn, our Chairman, President and Chief Executive Officer, and Jeffrey J. Wood, our Chief Financial Officer, Secretary and Treasurer, was determined to be low by the Compensation Committee, especially with the many roles that they perform for our Company. These amounts are within the low range of the base compensation and total compensation for the comparable companies but some of those companies have had little or no success in producing profitable results.
In analyzing these factors, the Compensation Committee concluded that $537,254 is a low base salary compensation for our Chairman, President and Chief Executive Officer and $304,484 is also a low base salary compensation for our Chief Financial Officer, Secretary and Treasurer. The Compensation Committee believes, however, that through the use of appropriate bonuses and other incentives, these compensation shortages can be managed most efficiently and effectively using Company asset growth and profitability as measurement standards with additional consideration for the many roles that these officers fulfill for the Company.
Board Process and Conclusion
The Board of Directors discussed the Compensation Committee's recommended 2022 compensation and adopted the recommendations as proposed. The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement, which the Board of Directors approved.
COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS
George E. Peintner, Chairman
Bill H. Hill
Will W. Klein
Gerald J. Kohout
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth the beneficial ownership of the Company’s Class A and Class B common stock as of March 6, 2023 (i) by all persons known to the Company, based on statements filed by such persons pursuant to Section 13(d) or 13(g) of the exchange act, to be the beneficial owners of more than 5% of FTFC’s common stock, (ii) by the executive officers named in the Summary Compensation Table under “Executive Compensation”, (iii) by each director, and (iv) by all current directors and executive officers as a group.
| | | Class A | | | Percentage | |
| | | Common Stock | | | Beneficially | |
| Name | | Beneficially Owned (1) | | | Owned (1) | |
| Gregg E. Zahn | | | 636,366 | | | | 6.78% | |
| William S. Lay | | | 30,027 | | | | * | |
| Bill H. Hill | | | 36,989 | | | | * | |
| Charles W. Owens (2) | | | 52,957 | | | | * | |
| George E. Peintner | | | 53,191 | | | | * | |
| Gary L. Sherrer | | | 57,042 | | | | * | |
| Will W. Klein | | | 13,021 | | | | * | |
| Jeffrey J. Wood | | | 5,189 | | | | * | |
| Gerald J. Kohout | | | 3,121 | | | | * | |
| All directors and executive officers as a group (9 persons) | | | 887,903 | | | | 9.46% | |
| * represents less than 1% |
| (1) | As of March 6, 2023, there were 9,384,340 Class A shares issued and outstanding and entitled to vote. |
| (2) | Includes 4,626 shares jointly owned by Mr. Owens and his children. |
| | | Class B | | | Percentage | |
| | | Common Stock | | | Beneficially | |
| Name | | Beneficially Owned (1) | | | Owned (1) | |
| Gregg E. Zahn | | | 100,000 | | | | 98.91% | |
| William S. Lay | | | - | | | | * | |
| Bill H. Hill | | | - | | | | * | |
| Charles W. Owens | | | - | | | | * | |
| George E. Peintner | | | - | | | | * | |
| Gary L. Sherrer | | | - | | | | * | |
| Will W. Klein | | | - | | | | * | |
| Jeffrey J. Wood | | | - | | | | * | |
| Gerald J. Kohout | | | - | | | | * | |
| All directors and executive officers as a group (9 persons) | | | 100,000 | | | | 98.91% | |
| * represents less than 1% |
| | (1) | As of March 6, 2023, there are 101,102 Class B shares issued and outstanding and entitled to vote. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Procedures for Reviewing Certain Transactions
We have adopted a written policy for the review, approval or ratification of related party transactions. All of our officers, Directors and employees are subject to the policy. Under this policy, the Audit Committee will review all related party transactions for potential conflict of interest situations. Generally, our policy defines a “related party transaction” as a transaction in which we are a participant and in which a related party has an interest. A “related party” is:
| | • | any of our Directors, Officers or employees or a nominee to become a Director; |
| | • | an owner of more than 5% of our outstanding common stock; |
| | • | certain family members of any of the above persons; and |
| | • | any entity in which any of the above persons is employed or is a partner or principal or in which such person has a 5% or greater ownership interest. |
Approval Procedures
Before entering into a related party transaction, the related party or our department responsible for the potential transaction must notify the Audit Committee of the facts and circumstances of the proposed transaction. If the amount involved is equal to or less than $100,000, generally the proposed transaction will be exempt from this approval policy. If the amount involved exceeds $100,000, in general the proposed transaction will be submitted to the Audit Committee. Matters to be submitted will include:
| | • | the related party’s relationship to us and interest in the transaction; |
| | • | the material terms of the proposed transaction; |
| | • | the benefits to us of the proposed transaction; |
| | • | the availability of other sources of comparable properties or services; and |
| | • | whether the proposed transaction is on terms comparable to terms available to an unrelated third party or to employees generally. |
The Audit Committee will then consider all of the relevant facts and circumstances available, including the matters described above and, if applicable, the impact on a Director’s independence. No member of the Audit Committee is permitted to participate in any review, consideration or approval of any related party transaction if such person or any of his or her immediate family members is the related party. After review, the Audit Committee, as applicable, may approve, modify or disapprove the proposed transaction. Only those related party transactions that are in, or are not inconsistent with, our best interests and that of our shareholders will be approved.
Ratification Procedures
If one of our officers or Directors becomes aware of a related party transaction that has not been previously approved or ratified by the Audit Committee, if the transaction is pending or ongoing, the transaction must be submitted, based on the amount involved, to the Audit Committee to consider the matters described above. Based on the conclusions reached, the Audit Committee will evaluate all options, including ratification, amendment or termination of the related party transaction. If the transaction is completed, the Audit Committee will (i) evaluate the transaction, taking into account the same factors as described above, to determine if rescission of the transaction or any disciplinary action is appropriate; and (ii) will request that we evaluate our controls and procedures to determine the reason the transaction was not submitted to the Audit Committee for prior approval, and whether any changes to the procedures are recommended.
We did not have any related party transactions in 2022 with our officers or Directors.
Director Independence
Although our common stock is not traded on a stock exchange or quotation system, we maintain a Board with a majority of independent directors. The Board has determined that each of the following five members of the Board are “independent” within the meaning of applicable listing standards of the Nasdaq Stock Market and as set forth in our Corporate Governance Policy: Will W. Klein, Gerald J. Kohout, Charles W. Owens, George E. Peinter and Gary L. Sherrer. The Board has made an affirmative determination that each of Directors named above satisfies these categorical standards. In making its determination, the Board examined relationships between Directors or their affiliates with us and our affiliates and determined that each such relationship, if any, did not impair the Director’s independence. A copy of our governance policy is available at our website, https://firsttrinityfinancial.com/company-charters-corporate-governance.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2021 with the Company’s management. The Company’s management has primary responsibility for the Company’s financial reporting process and internal controls as well as preparation of the Company’s consolidated financial statements. The independent registered public accounting firm is responsible for performing an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) to obtain reasonable assurance that the Company’s consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of such financial statements with accounting principles generally accepted in the United States. The Audit Committee is responsible for overseeing and monitoring the independent registered accounting firm’s audit process on behalf of the Board of Directors.
The Audit Committee has discussed with KEB, the Company’s independent registered public accounting firm for the year ended December 31, 2022, the matters required to be discussed by PCAOB Auditing Standard No. 1301, “Communications with Audit Committees” as amended and adopted by PCAOB. PCAOB Auditing Standard No. 1301 requires an auditor to discuss with the Audit Committee, among other things, the auditor’s judgments about the quality, not just the acceptability, of the accounting principles applied in the Company’s financial reporting. The Audit Committee has also received the written disclosures and the letter from KEB required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and has discussed with KEB its independence from FTFC.
Based on the review and discussions referred to above, the Audit Committee recommended to FTFC’s Board of Directors and the Company’s Board of Directors approved the recommendation that the audited financial statements were properly included in FTFC’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
Will W. Klein, Chairman
Bill H. Hill
Gerald J. Kohout
Gary L. Sherrer
Principal Accounting Fees and Services
The following table shows the fees paid or accrued by the Company for the audit and other services provided by its independent registered public accounting firm, Kerber, Eck & Braeckel LLP.
| | | Years Ended December 31, | |
| | | 2022 | | | 2021 | |
| Audit Fees (including expenses) | | $ | 155,547 | | | $ | 148,703 | |
| Audit Related Fees | | | 44,250 | | | | 42,600 | |
| Tax Fees | | | 11,500 | | | | 12,750 | |
| All Other Fees | | | - | | | | 3,760 | |
| Total | | $ | 211,297 | | | $ | 207,813 | |
Audit fees primarily represent fees for financial services provided in connection with the audit of the Company’s consolidated financial statements, statutory financial statements of TLIC and FBLIC and Securities and Exchange Commission Form 10-K. Audit related services primarily represent fees for financial services in connection with the review of the Company’s quarterly reports and Securities and Exchange Commission Form 10-Q. The tax fees are related to the filing of the Company’s annual tax return with the Internal Revenue Service.
Item 15. Exhibits
The exhibits are listed in the Exhibit Index, which is incorporated herein by reference.
Item 16. Form 10-K Summary
None
EXHIBIT INDEX
Exhibit Number | | Description of Exhibit |
| | | |
| 3.1* | | Amended Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 17, 2009. |
| | | |
| 3.2* | | By-laws, as amended and restated, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 1, 2009. |
| | | |
| 3.3* | | Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 30, 2020. |
| | | |
| 4.1* | | Specimen Stock Certificate, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10-SB filed April 30, 2007. |
| | | |
| 10.1*† | | Amended and Restated Employment Agreement of Gregg E. Zahn, president, dated May 23, 2022, incorporated by reference as Exhibit 10.8 of the Company’s Current Report on Form 8-K filed May 25, 2022. |
| | | |
| 10.2 *† | | Amended and Restated Employment Agreement of Jeffrey J. Wood, dated March 18, 2019, incorporated by reference as Exhibit 10.28 of the Company’s Current Report on Form 8-K filed March 20, 2019. |
| | | |
| 10.3*† | | 2019 Long-Term Incentive Plan, incorporated by reference as Exhibit 10.15 of the Company’s Current Report on Form 8-K filed March 13, 2020. |
| | | |
| 21.1* | | Subsidiaries of First Trinity Financial Corporation. |
| | | |
| 24.1 | | Powers of Attorney (included in the signature pages hereto, and incorporated herein by reference). |
| | | |
| 31.1** | | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. |
| | | |
| 31.2** | | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. |
| | | |
| 32.1* | | Section 1350 Certification of Principal Executive Officer. |
| | | |
| 32.2* | | Section 1350 Certification of Principal Financial Officer. |
| 101.INS* | | Inline XBRL Instance |
| | | |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema |
| | | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation |
EXHIBIT INDEX (continued)
Exhibit Number | | Description of Exhibit |
| | | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition |
| | | |
| 101.LAB* | | Inline XBRL Taxonomy Extension Labels |
| | | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation |
| | | |
| 104 | | Cover Page Interactive Data (formatted as Inline XBRL and continued in Exhibit 101) |
| | | |
| *XBRL | | Information is furnished and not filed as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
* Previously filed
**Filed herewith
† Represents a management contract or compensatory plan or arrangement
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRST TRINITY FINANCIAL CORPORATION | |
| | | |
| | | |
| Date: May 19, 2023 | By: | /s/ Gregg E. Zahn | |
| | Gregg E. Zahn | |
| | President, Chief Executive Officer and Director | |
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRST TRINITY FINANCIAL CORPORATION | |
| | | |
| | | |
| Date: May 19, 2023 | By: | /s/ Jeffrey J. Wood | |
| | Jeffrey J. Wood | |
| | Chief Financial Officer | |
In accordance with the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By | /s/ Gregg E. Zahn | | Date: May 19, 2023 |
| | Gregg E. Zahn | | |
| | Chairman of the Board, President, Chief Executive Officer and Director | | |
| | | | |
| By | /s/ William S. Lay | | Date: May 19, 2023 |
| | William S. Lay, Director | | |
| | | | |
| By | /s/ Bill H. Hill | | Date: May 19, 2023 |
| | Bill H. Hill, Director | | |
| | | | |
| By | /s/ Will W. Klein | | Date: May 19, 2023 |
| | Will W. Klein, Director | | |
| | | | |
| By | /s/ Gerald J. Kohout | | Date: May 19, 2023 |
| | Gerald J. Kohout, Director | | |
| | | | |
| By | /s/ Charles W, Owens | | Date: May 19, 2023 |
| | Charles W. Owens, Director | | |
| | | | |
| By | /s/ George E. Peintner | | Date: May 19, 2023 |
| | George E. Peintner, Director | | |
| | | | |
| By | /s/ Gary L. Sherrer | | Date: May 19, 2023 |
| | Gary L. Sherrer, Director | | |
