This summary highlights selected information about Primerica, Inc. (the “Company”, “Primerica” or “we”) but it does not contain all of the information you should consider. We urge you to read the entire Proxy Statement before you vote. You may also wish to review Primerica’s Annual Report on Form 10-K (the “2023 Annual Report”) for the fiscal year ended December 31, 2023 (“fiscal 2023”), which is available on our investor relations website athttps://investors.primerica.com.
This Proxy Statement will be made available to stockholders on or about March 27, 2024.
Meeting Agenda and Voting Recommendations
See “Matters To Be Voted On” beginning on page 8 for more information.
| Proposal | Vote Recommendation |
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| 1. Election of directors | “FOR” each director nominee |
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| 2. Advisory vote on executive compensation (Say-on-Pay) | “FOR” |
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| 3. Ratification of the appointment of our independent registered public accounting firm | “FOR” |
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2024 Annual Meeting of Stockholders
You are entitled to vote at the Company’s Annual Meeting of Stockholders to be held on May 8, 2024 and any adjournment or postponement thereof (the “Annual Meeting”) if you were a holder of record of our common stock at the close of business on March 12, 2024. Please see page 97 for instructions on how to vote your shares and other important information.
Financial Accomplishments
We were pleased with the results we delivered in fiscal 2023 despite a challenging economic environment. Highlights included:
| • | Adjusted net operating income return on adjusted stockholders’ equity (“ROAE”) of 26.5% (see “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement); |
| • | Return to stockholders in the form of approximately $375.0 million in share repurchases; and |
| • | Increase of 18.2% in annual stockholder dividends to $2.60 per share. |
Our total stockholder return (“TSR”) (which includes the payment and reinvestment of dividends) for fiscal 2023 and the five-year period from January 1, 2019 through December 31, 2023 was 47.1% and 125.1%, respectively. TSR for fiscal 2023 was far higher than the S&P MidCap 400 Index return for 2023 of 16.4% and the S&P 500 Insurance Index return of 9.3%.
Distribution Results
Our business showed mixed results in fiscal 2023. In particular:
| • | The number of life-licensed sales representatives was 141,572 at December 31, 2023 compared with 135,208 at December 31, 2022; |
| • | New life insurance licenses increased 8.7% to 49,096 compared with 45,147 in the fiscal year ended December 31, 2022 (“fiscal 2022”); |
| • | Recruiting of new independent representatives increased slightly to 361,925 compared with 359,735 in fiscal 2022; |
| • | Issued term life insurance policies increased 7.8% to 358,860 compared with 333,020 in fiscal 2022, adjusted for comparability purposes as a result of our new term life insurance products introduced in October 2022 which modified how policies are structured in relation to individual lives. Issued face amount was $119.1 billion in fiscal 2023 compared with $103.8 billion in fiscal 2022; |
| • | Term life insurance claims paid to policy beneficiaries was over $1.8 billion compared with $1.9 billion in fiscal 2022; |
| • | Value of client assets at December 31, 2023 was $96.7 billion compared with $83.9 billion at December 31, 2022; |
| • | Investment and Savings Products (“ISP”) sales decreased 8.0% to $9.2 billion compared with $10.0 billion in fiscal 2022; and |
| • | The number of mutual fund-licensed sales representatives decreased to 25,272 at December 31, 2023 from 26,186 at December 31, 2022. |
Corporate Performance
The bar graphs below depict our performance over the past five fiscal years for the four metrics that we use to measure annual corporate performance under our incentive compensation program. These metrics do not reflect financial results prepared in accordance with United States generally accepted accounting principles (“GAAP”). See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation to 2023 GAAP results. Reconciliations for earlier years are available through the Financial Info section of our investor relations website athttps://investors.primerica.com.
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| (1) | Fiscal 2022 and the fiscal year ended December 31, 2021 (“fiscal 2021”) amounts reflect adjustments due to the adoption of Accounting Standards Update No. 2018-12, Financial Services — Insurance (Topic 944) — Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”) or (“LDTI”). |
Strategic Initiatives
Primerica is a leading provider of financial products to middle-income households in the United States and Canada with 141,572 licensed independent sales representatives as of December 31, 2023. These licensed independent sales representatives assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. We insured approximately 5.7 million lives and had approximately 2.9 million client investment accounts as of December 31, 2023. Our business model uniquely positions us to reach underserved middle-income consumers in a cost-effective manner and has proven itself in both favorable and challenging economic environments.
Our mission is to serve middle-income families by helping them make informed financial decisions and providing them with a strategy and the tools to gain financial independence. We believe there is significant opportunity to meet the increasing array of financial services needs of our clients. We intend to leverage the independent sales force to meet these client needs, which will drive long-term value for all of our stakeholders. Our Board of Directors (our or the “Board” or “Board of Directors”) oversees strategy, which is organized across four primary areas:
| • | Maximizing sales force growth, leadership and productivity; |
| • | Broadening and strengthening our protection product portfolio; |
| • | Becoming the middle-income market’s provider of choice for retirement and investment products; and |
| • | Developing powerful digital capabilities that deepen our relationships with clients and extend our reach in the market. |
Corporate Governance Highlights
See “Governance” beginning on page 12 for more information.
Our Board of Directors currently consists of eleven members. We are pleased that our Board reflects the diversity of the communities that we serve, with female directors comprising 36% of our director nominees and directors with racial or ethnic diversity comprising 36% of our director nominees.
The highlights of our corporate governance program are set forth below:
Board Structure
| • | 73% of the Board Members are Independent |
| • | Independent Lead Director of the Board |
| • | Separate Non-Executive Chairman of the Board and Chief Executive Officer Roles |
| • | Independent Audit, Compensation and Corporate Governance Committees of the Board |
| • | Regular Executive Sessions of Independent Directors |
| • | Annual Board and Committee Self-Assessments |
| • | Significant Number of Directors that Demonstrate Gender, Racial and Ethnic Diversity |
| • | Limit on the Number of Boards on Which our Directors are Allowed to Serve |
| • | Mandatory Retirement Age for Directors (unless waived by the Board) |
Stockholder Rights
| • | Annual Election of Directors |
| • | Regular Director Refreshment |
| • | Majority Voting for Directors in Uncontested Elections |
| • | No Poison Pill in Effect |
| • | Annual Stockholder Engagement to Discuss Corporate Governance, Executive Compensation and Environmental, Social and Governance Matters |
| • | Multiple Avenues for Stockholders to Communicate with the Board |
Other Highlights
| • | Stock Ownership Guidelines for Directors and Senior Executives |
| • | Pay-for-Performance Philosophy |
| • | Stand-alone Compensation Recovery Policy and Broad Clawback Provisions in the Company’s 2020 Omnibus Incentive Plan |
| • | Policies Prohibiting Hedging, Pledging and Short Sales by Employees, Officers and Directors |
| • | Publication of an Annual Corporate Sustainability Report |
| • | Board Oversight of the Enterprise Risk Management Process |
Sustainability Highlights
See “Sustainability Matters” beginning on page 17 for more information.
The Corporate Governance Committee of our Board of Directors (the “Corporate Governance Committee”), to which the Board has delegated oversight responsibility for the Company’s social,
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environmental and sustainability initiatives, receives regular updates from members of management on sustainability-related topics, such as employee engagement and wellness, talent management, diversity, equality, inclusion and belonging (“DEIB”) and climate. In addition, the Company publishes an annual Corporate Sustainability Report, which is available in the Sustainability section of our investor relations website athttps://investors.primerica.com.
We are proud of our sustainability-related awards and recognition, which include:
| • | America’s Best Employers for Women, Forbes – 2019, 2020, 2021, 2022 and 2023 |
| • | Bloomberg Gender Equality Index – 2020, 2021, 2022, and 2023 |
| • | Top Workplaces USA – 2021, 2022, 2023 and 2024 |
| • | Newsweek America’s Greatest Workplaces for Diversity – 2024 |
| • | Newsweek America’s Greatest Workplaces for Women – 2024 |
| • | Newsweek America’s Greatest Workplaces – 2023 |
| • | Forbes Best Midsize Employers – 2024 |
Our Corporate Sustainability Report and the information available in the Sustainability section of our investor relations website are not deemed part of this Proxy Statement and are not incorporated herein by reference.
Executive Compensation Highlights
See “Executive Compensation” beginning on page 45 for more information.
The Compensation Committee of our Board of Directors (the “Compensation Committee”) has structured our executive compensation program to pay for performance and, over the long term, to provide compensation to our executive officers that is market competitive. Further, a meaningful percentage of compensation is tied to the achievement of challenging corporate performance objectives. Set forth below is a brief description of our executive compensation program for fiscal 2023.
| • | Compensation components include base salary, annual cash incentive awards and long-term equity awards. |
| • | The Compensation Committee set cash incentive award targets for each of the executive officers named in this Proxy Statement (referred to as our named executive officers) at the beginning of fiscal 2023 (or, if hired in 2023, prior to such hiring date). |
| – | Cash incentive awards are based on the Company’s achievement of pre-determined performance goals related to adjusted operating revenues, adjusted net operating income, ROAE and size of life-licensed sales force at year end and can be increased or decreased by the Compensation Committee by up to 20% for personal performance, including the impact of unanticipated events. |
| – | The corporate performance award was equal to 104.0% of the target. |
| – | The Compensation Committee elected not to make any personal performance adjustments. |
| • | The Compensation Committee made grants of long-term equity awards to the named executive officers in February 2023 (other than the named executive officer hired in 2023) based on fixed values determined by the Compensation Committee. |
| – | Equity award value is split equally between time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”). |
| – | The RSUs vest in equal installments over three years. |
| – | The PSUs will be earned based equally on the Company’s average ROAE and average annual earnings per share (“EPS”) growth over a three-year performance period of 2023 through 2025, and our named executive officers will receive between 0% and 150% of the awarded shares in March 2026. |
| • | Each of our named executive officers has an employment agreement that provides for severance payments upon a termination of employment without cause or a resignation for good reason. |
The Company provides only limited perquisites, and the Compensation Committee has adopted an Executive and Director Perquisites Policy. This policy provides that all perquisites paid to directors and senior executives must be approved by the Compensation Committee and it lists certain categories of perquisites that have beenpre-approved.
The table below highlights the fiscal 2023 compensation for our named executive officers as disclosed in the “Summary Compensation Table” on page 69.
Summary Compensation Table Elements*
| Salary · EquityAwards · Short-Term Cash Bonus · OtherCompensation · Total |
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| Chief Executive Officer |
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| Compensation | $600,000 | (1) | $2,199,910 | (1) | $1,248,000 | (1) | $131,650 | $4,179,560 |
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| % of Total | 14% | | 53% | | 30% | | 3% | 100% |
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| President |
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| Compensation | $550,000 | | $1,749,777 | | $1,040,000 | | $90,227 | $3,430,004 |
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| % of Total | 16% | | 51% | | 30% | | 3% | 100% |
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| Chief Financial Officer (from Dec 20, 2023) |
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| Compensation | $104,167 | | $249,972 | | $520,000 | | $9,631 | $883,700 |
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| % of Total | 12% | | 28% | | 59% | | 1% | 100% |
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| Chief Financial Officer (until Dec 20, 2023) |
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| Compensation | $500,000 | | $1,199,985 | | $624,000 | | $59,727 | $2,383,712 |
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| % of Total | 21% | | 50% | | 26% | | 3% | 100% |
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| Chief Operating Officer |
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| Compensation | $500,000 | | $1,199,985 | | $624,000 | | $69,473 | $2,393,458 |
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| % of Total | 21% | | 50% | | 26% | | 3% | 100% |
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| * | Percentages may not add to 100% due to rounding. |
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| (1) | At our CEO’s request, the Compensation Committee reduced his compensation by 20% from September 1, 2022 through December 31, 2024. If not for this reduction, his base salary in 2023 would have been $750,000, his 2023 equity award would have been $2,750,000 and his short-term cash bonus for 2023 would have been $1,560,000 and his total compensation for 2023 would have been $5,060,000. |
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