Primerica, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: PRI · Form: DEF 14A · Filed: Mar 27, 2024 · CIK: 1475922

Primerica, Inc. DEF 14A Filing Summary
FieldDetail
CompanyPrimerica, Inc. (PRI)
Form TypeDEF 14A
Filed DateMar 27, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$375.0 million, $2.60, $119.1 billion, $103.8 billion, $1.8 billion
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Primerica, Proxy Statement, Executive Compensation, Equity Awards

TL;DR

<b>Primerica, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023, detailing executive compensation and equity awards.</b>

AI Summary

Primerica, Inc. (PRI) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. Primerica, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 27, 2024. The filing covers the fiscal year ending December 31, 2023. Key data points relate to equity awards granted and vested for both PEO and Non-PEO members. Specific metrics include YearOverYearChangeInFairValueOfEquityAwardsGrantedInPriorYearsThatVestedInTheYearMember. The company is incorporated in Delaware with its principal business address in Duluth, GA.

Why It Matters

For investors and stakeholders tracking Primerica, Inc., this filing contains several important signals. This DEF 14A filing provides crucial details on executive compensation, including the fair value of equity awards granted and vested, which is important for shareholders to understand how management is incentivized. Shareholders can use the information in this filing to make informed decisions regarding the election of directors and other corporate governance matters at the upcoming annual meeting.

Risk Assessment

Risk Level: low — Primerica, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not indicate any unusual financial or operational events.

Analyst Insight

Review the executive compensation details and equity award valuations to assess management's alignment with shareholder interests.

Key Numbers

  • 2024-03-27 — Filing Date (DEF 14A Filing Date)
  • 2023-12-31 — Fiscal Year End (Reporting Period)
  • 2021-01-01 — Fiscal Year Start (Historical Data Period)
  • 2020-01-01 — Fiscal Year Start (Historical Data Period)
  • 2022-01-01 — Fiscal Year Start (Historical Data Period)

Key Players & Entities

  • Primerica, Inc. (company) — Filer
  • 1 PRIMERICA PARKWAY (address) — Business Address
  • DULUTH (location) — Business Address City
  • GA (location) — Business Address State
  • 30099 (postal_code) — Business Address Zip
  • 7703811000 (phone_number) — Business Phone

FAQ

When did Primerica, Inc. file this DEF 14A?

Primerica, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 27, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Primerica, Inc. (PRI).

Where can I read the original DEF 14A filing from Primerica, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Primerica, Inc..

What are the key takeaways from Primerica, Inc.'s DEF 14A?

Primerica, Inc. filed this DEF 14A on March 27, 2024. Key takeaways: Primerica, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 27, 2024.. The filing covers the fiscal year ending December 31, 2023.. Key data points relate to equity awards granted and vested for both PEO and Non-PEO members..

Is Primerica, Inc. a risky investment based on this filing?

Based on this DEF 14A, Primerica, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not indicate any unusual financial or operational events.

What should investors do after reading Primerica, Inc.'s DEF 14A?

Review the executive compensation details and equity award valuations to assess management's alignment with shareholder interests. The overall sentiment from this filing is neutral.

Risk Factors

  • Regulatory Compliance [medium — regulatory]: The company must comply with various regulations applicable to the life insurance and financial services industry.
  • Market and Economic Conditions [medium — market]: The company's financial performance is subject to fluctuations in market and economic conditions, including interest rates and consumer spending.
  • Operational Risks [medium — operational]: The company faces operational risks related to its distribution network, technology systems, and the ability to attract and retain sales representatives.
  • Financial Risks [medium — financial]: The company is exposed to financial risks, including credit risk, liquidity risk, and investment risk associated with its insurance products.

Key Dates

  • 2024-03-27: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
  • 2024-05-08: Conformed Period of Report — Indicates the period the filing is reporting on, likely related to an upcoming meeting.

Filing Stats: 4,436 words · 18 min read · ~15 pages · Grade level 15.1 · Accepted 2024-03-27 08:32:50

Key Financial Figures

  • $375.0 million — ockholders in the form of approximately $375.0 million in share repurchases; and Increase of
  • $2.60 — 8.2% in annual stockholder dividends to $2.60 per share. Our total stockholder retu
  • $119.1 billion — ndividual lives. Issued face amount was $119.1 billion in fiscal 2023 compared with $103.8 bil
  • $103.8 billion — .1 billion in fiscal 2023 compared with $103.8 billion in fiscal 2022; Term life insurance c
  • $1.8 billion — s paid to policy beneficiaries was over $1.8 billion compared with $1.9 billion in fiscal 20
  • $1.9 billion — ies was over $1.8 billion compared with $1.9 billion in fiscal 2022; Value of client asset
  • $96.7 billion — client assets at December 31, 2023 was $96.7 billion compared with $83.9 billion at December
  • $83.9 billion — 1, 2023 was $96.7 billion compared with $83.9 billion at December 31, 2022; Investment and
  • $9.2 billion — roducts ("ISP") sales decreased 8.0% to $9.2 billion compared with $10.0 billion in fiscal 2
  • $10.0 billion — ased 8.0% to $9.2 billion compared with $10.0 billion in fiscal 2022; and The number of mut
  • $750,000 — his base salary in 2023 would have been $750,000, his 2023 equity award would have been
  • $2,750,000 — , his 2023 equity award would have been $2,750,000 and his short-term cash bonus for 2023
  • $1,560,000 — erm cash bonus for 2023 would have been $1,560,000 and his total compensation for 2023 wou
  • $5,060,000 — l compensation for 2023 would have been $5,060,000. Primerica 2024 Proxy Statement 7

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 45 Compensation Committee Message 45 Compensation Discussion and Analysis (CD&A) 48 Compensation Committee Interlocks and Insider Participation 68 Compensation Committee Report 68 Compensation Tables 69 Potential Payments and Other Benefits Upon Termination or Change of Control 74 Pay Versus Performance (PVP) 77 Pay Ratio 81 Employee, Officer and Director Hedging 82 Employment Agreements 83 AUDIT MATTERS 87 Audit Committee Report 87 Fees and Services of KPMG 89 STOCK OWNERSHIP 90 Directors and Executive Officers 90 Principal Stockholders 92 RELATED PARTY TRANSACTIONS 94 INFORMATION ABOUT VOTING AND THE ANNUAL MEETING 95 OTHER STOCKHOLDER INFORMATION 101 Other Information 101 Proposals Pursuant to Rule 14a-8 101 Proxy Access Director Nominees 101 Proxy Solicitation Pursuant to Rule 14a-9 101 Other Proposals and Director Nominees 101 Exhibit A – RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES A-1 Location for the 2024 Annual Meeting of Stockholders Back Cover Table of Contents P ROXY S UMMARY 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 at https: // 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 1. Election of directors "FOR" each director nominee 2.Advisory vote on executive compensation (Say-on-Pay) "FOR" 3.Rati

Executive Compensation Highlights

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. 6 Table of Contents PROXY SUMMARY – 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 equal

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