Primerica, Inc.
For the period ended May 14, 2025. Filed Apr 1, 2025.
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May 14, 2025 · Filed Apr 1, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
PRIMERICA, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
To Our Fellow Stockholders:
Our purpose is to create financially independent families. We remain committed to serving middle-income households throughout the United States and Canada and have created a culture that aligns the needs of our stockholders, clients, the independent sales force and our employees. During 2024, our Board of Directors continued to guide and oversee management in the creation of long-term stockholder value through effective and sustainable business strategies, performance-aligned compensation programs, a commitment to corporate ethics, valuing human capital and strong governance practices. We strongly encourage you to review the entire accompanying Proxy Statement, which provides an overview of the priorities of our Board and senior management.
Continued Alignment of Compensation and Performance
Our compensation philosophy includes a strong commitment to provide incentive programs that link executive pay to Company performance. The Compensation Committee of our Board reviews our executive compensation program with independent experts as part of its ongoing effort to appropriately align compensation with performance. As part of this effort, the Compensation Committee is focused on ensuring that our key executives are incentivized to execute on the strategic priorities of our Company. Please read a message from the Compensation Committee beginning on page 45 of the accompanying Proxy Statement.
Despite a continued high cost of living that impacted our middle-income clients, the Company performed well in fiscal 2024. Further, our total stockholder return (which includes the payment and reinvestment of dividends) for fiscal 2024 and the five-year period from fiscal 2020 through fiscal 2024 was 33.6% and 122.6%, respectively. Please read a message from Glenn J. Williams, our Chief Executive Officer, in our 2024 Annual Report to Stockholders that accompanies the Proxy Statement.
Social Impact
For nearly 50 years, our core business has been enabling access to financial information, products and services for traditionally underserved markets throughout the United States and Canada. By leveraging the independent sales force and our employees, we help middle-income families make informed financial decisions and provide them with a strategy and means to gain financial independence. The diversity of the independent sales force reflects the communities in which they live and work, and their recruitment of new sales representatives creates a cycle that enhances our impact on underrepresented markets. The products we provide – primarily term life insurance and a range of investment and savings products – help meet critical needs and put families on the path toward financial security. When families are empowered to make informed financial decisions, their households and the communities around them are positively impacted. For more information on the social impact of our business, see our 2024 Corporate Sustainability Report, which can be found in the Sustainability section of our investor relations website athttps://investors.primerica.com.
Cultivating a Strong Corporate Culture
Integrity and accountability are at the foundation of our culture, which contributes to Primerica’s long-term success. Senior management defines and shapes Primerica’s corporate culture and sets the expectations and tone for a work environment founded on integrity and a commitment to doing the right thing. As such, the Company is dedicated to promoting a workplace that features open lines of communication and attracts and develops talented employees, with a focus on ensuring that our employee workforce reflects the diversity of the independent sales representatives and our clients. Our Board shares this commitment and provides valuable oversight for the Company’s overall culture. Further, our Board collaborates with management to establish and communicate an ethical tone at the top, which guides employee and sales force conduct and helps protect Primerica’s reputation.
Valuing Human Capital
Our people are essential to our ability to deliver value to our stockholders. Employees remain highly satisfied with Primerica. In 2025, we were again recognized by USA Today as a Top Workplaces USA and Forbes named us as one of America's Best Midsize Employers. In 2024, we were named a regional Top Workplaces by the Atlanta-Journal Constitution for the eleventh consecutive year and Newsweek named us, for the second time, as one of America's Greatest Workplaces.
The variety of experiences, backgrounds and ideas of our employees enables us to develop solutions that address the financial needs of our customers. We strive to build an inclusive culture where people feel accepted, their ideas are welcomed, and they can make a positive impact on our business and the communities we serve. In 2025, Newsweek named us for the second time as one of America's Greatest Workplaces for Diversity. You can learn more about the Company’s human capital management efforts beginning on page 17 of the accompanying Proxy Statement.
Leading Corporate Governance Practices
We are committed to strong governance practices, which we believe are important to our stockholders and protect the long-term vitality of Primerica. Our accountability to you is illustrated in many of the governance practices that are described in the accompanying Proxy Statement.
We strongly encourage all of our stockholders to vote promptly.
On behalf of our Board of Directors and management, we want to thank you for your continued support of, and confidence in, our Company.
Sincerely,
| D. Richard Williams | Gary L. Crittenden |
|---|---|
| Non-Executive Chairman of the Board | Lead Director |
Notice of 2025 Annual Meeting of Stockholders
| Date and Time | May 14, 2025, at 8:30 a.m., local time (the “Annual Meeting”) |
|---|---|
| Place | The Primerica Home Office located at 1 Primerica Parkway, Duluth, Georgia 30099 |
| Items of Business | •To elect the eleven directors nominated by our Board of Directors and named in the accompanying Proxy Statement (Proposal 1); •To consider an advisory vote on executive compensation (Say-on-Pay) (Proposal 2); •To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025 (Proposal 3); and•To transact such other business as may properly come before the Annual Meeting and any adjournments thereof. |
| Record Date | March 17, 2025. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. |
| Proxy Voting | Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save the expense and burden of additional solicitation. |
| E-Proxy Process | We are taking advantage of Securities and Exchange Commission rules allowing companies to furnish proxy materials to stockholders over the Internet. We believe that this “e-proxy” process expedites your receipt of proxy materials, while also lowering the costs and reducing the environmental impact of the Annual Meeting. On or about April 1, 2025, we will mail a Notice of Internet Availability of Proxy Materials to holders of our common stock as of March 17, 2025, other than those holders who previously requested electronic or paper delivery of communications from us. Please refer to the Notice of Internet Availability of Proxy Materials, proxy materials e-mail or proxy card you received for information on how to vote your shares and to ensure that your shares will be represented and voted at the Annual Meeting even if you cannot attend. |
| Live Meeting Webcast | We expect to make available a live webcast of the Annual Meeting at our investor relations website at https://investors.primerica.com. |
| Possible Meeting by Remote Communication | In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our investor relations website at https://investors.primerica.com for updated information. |
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on May 14, 2025. The Proxy Statement and the 2024 Annual Report to Stockholders are available free of charge at www.proxyvote.com.
By Order of Our Board of Directors,
Stacey k. Geer
Executive Vice President, Chief Governance
and Risk Officer and Corporate Secretary
Duluth, Georgia
Table of Contents
| PROXY SUMMARY | 2 |
|---|---|
| MATTERS TO BE VOTED ON | 8 |
| Proposal 1: Election of Directors | 8 |
| Proposal 2: Advisory Vote on Executive Compensation (Say-on-Pay) | 10 |
| Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm | 11 |
| GOVERNANCE | 12 |
| Board Structure | 12 |
| Board Diversity | 13 |
| Board Evaluation Process | 14 |
| Board’s and Management’s Roles in Risk Oversight | 14 |
| Stockholder Engagement | 16 |
| Sustainability Matters | 17 |
| Director Independence | 22 |
| Director Nomination Process | 24 |
| Proxy Access | 25 |
| Majority Voting Standard for Director Elections | 25 |
| Communicating with our Board of Directors | 26 |
| BOARD OF DIRECTORS | 27 |
| Board Members | 27 |
| Director Qualifications | 38 |
| Board Meetings | 39 |
| Director Service on Other Public Boards (Overboarding Policy) | 39 |
| Board Committees | 40 |
| Director Compensation | 42 |
| EXECUTIVE COMPENSATION | 45 |
| Compensation Committee Message | 45 |
| Compensation Discussion and Analysis (CD&A) | 48 |
| Compensation Committee Interlocks and Insider Participation | 70 |
| Compensation Committee Report | 70 |
| Compensation Tables | 71 |
| Potential Payments and Other Benefits Upon Termination or Change of Control | 76 |
| Pay Versus Performance (PVP) | 79 |
| Pay Ratio | 85 |
| Employee, Officer and Director Hedging | 85 |
| Employment Agreements | 86 |
| AUDIT MATTERS | 90 |
| Audit Committee Report | 90 |
| Fees and Services of KPMG | 93 |
| STOCK OWNERSHIP | 94 |
| Directors and Executive Officers | 94 |
| Principal Stockholders | 96 |
| Delinquent Section16 (a) Reports | 97 |
| RELATED PARTY TRANSACTIONS | 98 |
| INFORMATION ABOUT VOTING AND THE ANNUAL MEETING | 99 |
| OTHER STOCKHOLDER INFORMATION | 105 |
| Other Information | 105 |
| Proposals Pursuant to Rule 14a-8 | 105 |
| Proxy Access Director Nominees | 105 |
| Proxy Solicitation Pursuant to Rule 14a-9 | 105 |
| Other Proposals and Director Nominees | 105 |
| Exhibit A – RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES | A-1 |
| Location for the 2025 Annual Meeting of Stockholders | Back Cover |
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