Amber L. Cottle
PrimericaAbout Amber L. Cottle
Amber L. Cottle (age 54) is an independent director of Primerica, Inc. (joined May 2022), known for deep government/regulatory affairs, compliance, and sustainability oversight. She is Vice President of Global Public Policy, Social Impact, Compliance and Safety at Dropbox, where she also oversees governance, risk & compliance and Safety (content safety and law enforcement response). Prior roles include Apple (Americas Government Affairs), U.S. Senate Finance Committee (chief strategist), USTR (chief negotiator for investment in trade pacts), WilmerHale, and a clerkship on the Fourth Circuit; she holds a B.A. (Saint Louis University) and J.D. (University of Chicago). Cottle is designated independent and brings competencies in governmental/regulatory affairs, strategic planning, sustainability, ERM, and human capital management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dropbox, Inc. | VP Global Public Policy, Social Impact, Compliance & Safety; oversees GRC and Safety | Joined Jul 2015; VP since Aug 2016; added GRC May 2022; added Safety Apr 2024 | Leads global policy (privacy/AI), sustainability & philanthropy; risk governance, compliance, incident response, content safety |
| Apple Inc. | VP Government Affairs & Public Policy (Americas) | 2014–2015 | Led regional government affairs |
| U.S. Senate Finance Committee | Chief strategist (all policy areas) | Prior to 2014 (not dated) | Legislative strategy across Finance remit |
| Office of U.S. Trade Representative | Chief negotiator for investment in FTA/BITs | Prior to 2014 (not dated) | Negotiated investment provisions in U.S. trade agreements |
| Wilmer, Cutler & Pickering (WilmerHale) | International Group | Prior to USTR (not dated) | International trade/legal work |
| U.S. Court of Appeals (Fourth Circuit) | Judicial clerk | Early career | Appellate clerkship |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public directorships disclosed |
| Operating role | Dropbox, Inc. | VP (see above) | Adds potential tech, data privacy/AI expertise to PRI board |
| Non-profit/academic | — | — | Not disclosed in proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (NYSE/Company standards) |
| Years of service | Director since May 2022 |
| Committee assignments | Corporate Governance Committee (member) |
| Chair roles | None disclosed |
| Attendance | Each director attended ≥90% of Board/committee meetings in FY2024; Board held 4 meetings; Corporate Governance Committee held 4 meetings |
| Lead Independent Director | Gary L. Crittenden (not Cottle) |
| Executive sessions | Regular executive sessions of independent directors |
| Overboarding policy | Max 4 public boards; Audit members ≤3 audit committees |
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $100,000 | Standard non-employee director retainer |
| Committee member fees | $10,000 | Corporate Governance Committee member fee |
| Committee chair fees | $0 | Not a chair |
| Equity (annual RSU/DSU grant) | $150,000 (684 units at $219.21) | Granted May 8, 2024; vests quarterly; Cottle elected deferral to DSUs |
| All other compensation | $1,418 | Dividends on unvested awards (and de minimis items) |
| Total (FY2024) | $261,357 | $110,000 cash; $149,940 equity; $1,418 other |
Performance Compensation (Director Equity Mechanics)
| Grant / Credit | Date | Units/Shares | Price or Value | Vesting / Nature |
|---|---|---|---|---|
| Annual director equity (RSUs/DSUs) | May 8, 2024 | 684 | $219.21 (=$150,000) | Vests in four quarterly tranches; DSU alternative available |
| Quarterly vest schedule | 3/6/9/12 months post-grant | — | — | Quarterly installments; final tranche before/at next AGM |
| Dividend equivalents (DSUs) | Various in 2024–2025 | Small fractional DSUs (e.g., 8.61; 9.17; 8.13; 9.63; 12.44; 11.89) | At prevailing prices | Form 4 “A-Award” credits of dividend equivalents on DSUs |
| Annual director equity (FY2025 award) | May 14, 2025 | 552 | $271.30 | Granted at 2025 AGM; price level aligns with ~$150k policy value |
Notes: Primerica pays directors with a mix weighted toward equity to align interests; RSUs/DSUs vest over time; no performance metrics are attached to director equity, and hedging/pledging is prohibited for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None besides PRI |
| Committee roles at other publics | N/A |
| Shared directorships/interlocks with PRI competitors/suppliers/customers | None disclosed |
| Related party transactions | None involving Cottle disclosed; Audit Committee administers related party policy |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Government/Regulatory Affairs | Led policy at Dropbox; Apple Americas GA; Senate Finance chief strategist; USTR investment negotiator |
| Compliance, Risk, Safety | Oversees Dropbox GRC and Safety (content safety/law enforcement response) |
| Sustainability/Social Impact | Oversees Dropbox social impact/sustainability; Board CG Committee oversees ESG at PRI |
| Education | B.A., Saint Louis University; J.D., University of Chicago Law School |
| Board competencies tag | Government/Regulatory, Strategic Planning, Sustainability, ERM, Human Capital |
Equity Ownership
| Measure | As of | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (vested units) | Mar 1, 2025 | 2,390 shares | Vested deferred stock units; excludes 171 DSUs not vesting within 60 days |
| Director stock ownership guideline | Ongoing | 5x annual cash retainer | Applies to all non-employee directors |
| Compliance with guideline | As of proxy | Exceeds guideline | All non-employee directors (except Wilson, new 2024) exceed guideline |
| Current post-transaction holdings (Form 4 total) | Sep 15, 2025 | 3,147.9068 shares | Reflects accumulation incl. DSU dividends and 2025 grant |
| Hedging/pledging | Policy | Prohibited for directors | Hedging/short sales/pledging disallowed |
Board Governance (additional signals)
- Independence and committee composition: Audit, Compensation, and Corporate Governance Committees are fully independent; Cottle serves on Corporate Governance, which oversees sustainability, public affairs, and human capital risks .
- Attendance/engagement: Board met 4x; committees active (Corporate Governance met 4x); all directors ≥90% attendance and attended 2024 AGM .
- Shareholder alignment: Directors receive $150k equity grants (DSUs/RSUs), quarterly vesting; ownership guidelines enforced; Cottle elected to defer equity in 2024 .
- Say-on-Pay context: 95.1% support in 2024 indicates broad investor confidence in compensation governance overseen by the Board and its committees .
Related-Party & Conflicts Review
| Area | Finding |
|---|---|
| Transactions with entities tied to Cottle | None disclosed; related-party transactions require Audit Committee approval under formal policy |
| Employment overlap creating conflicts | Dropbox role unrelated to Primerica’s core insurance/savings distribution; no disclosed commercial ties |
| Hedging/pledging or pledges of company stock | Prohibited for directors; no pledges disclosed |
| Overboarding/Capacity | PRI limits observed; Cottle holds no other public boards; well within policy |
Insider Trades (Form 4) – Activity and Pattern
| Filing Date | Transaction Date | Type | Shares/Units | Price | Post-Txn Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-03-12 | 2024-03-12 | A (DSU dividend eq.) | 5.6241 | $246.27 | 1,852.0283 | SEC Form 4 |
| 2024-05-08 | 2024-05-08 | A (Annual grant) | 684 | $219.21 | 2,536.0283 | SEC Form 4 |
| 2024-06-13 | 2024-06-12 | A (DSU dividend eq.) | 8.6118 | $220.89 | 2,544.6401 | SEC Form 4 |
| 2024-09-13 | 2024-09-12 | A (DSU dividend eq.) | 9.1743 | $249.66 | 2,553.8144 | SEC Form 4 |
| 2024-12-12 | 2024-12-12 | A (DSU dividend eq.) | 8.1276 | $282.83 | 2,561.942 | SEC Form 4 |
| 2025-03-17 | 2025-03-14 | A (DSU dividend eq.) | 9.6305 | $276.70 | 2,571.5725 | SEC Form 4 |
| 2025-05-14 | 2025-05-14 | A (Annual grant) | 552 | $271.30 | 3,123.5725 | SEC Form 4 |
| 2025-06-13 | 2025-06-13 | A (DSU dividend eq.) | 12.44 | $261.16 | 3,136.0125 | SEC Form 4 |
| 2025-09-16 | 2025-09-15 | A (DSU dividend eq.) | 11.8943 | $274.23 | 3,147.9068 | SEC Form 4 |
Pattern: All transactions are “A – Award/Grant,” consistent with annual director equity grants and quarterly dividend-equivalent DSU credits; no open-market sales or purchases observed in the period reviewed.
Director Compensation Structure (Primerica policy)
| Element | Policy Detail |
|---|---|
| Mix | Cash + equity, with higher portion equity to align with stockholders |
| Annual cash retainer | $100,000 (board); committee member $10,000 (Corporate Governance); separate chair fees; Lead Director $25,000; Chair $100,000 |
| Equity | $150,000 RSUs (or DSUs at director election), vest quarterly; dividends accrue as equivalents |
| Deferred comp | Directors may defer cash/equity into DSUs; several directors, including Cottle, deferred in 2024 |
| Ownership guideline | 5x cash retainer; 5-year compliance window; most directors (incl. Cottle) exceed |
Governance Assessment
- Board effectiveness: Cottle’s government/regulatory and compliance background is well-matched to Corporate Governance Committee oversight of ESG, public affairs, and human capital. No attendance or overboarding concerns; independence maintained .
- Alignment and incentives: Equity-heavy director pay, DSU deferrals, and stock ownership guidelines promote alignment; no hedging/pledging allowed; no tax gross-ups; no meeting fees that could skew incentives .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Cottle; Dropbox relationship presents no disclosed commercial interlock with PRI .
- Risk indicators & red flags: None observed—no sales, no pledging, strong attendance, independence, and robust related-party/insider policies. Say-on-Pay at 95.1% in 2024 indicates shareholder confidence in compensation governance .
Overall: Cottle strengthens PRI’s governance bench on regulatory policy, ESG oversight, and enterprise risk. Her compensation and ownership profile aligns with stockholders, with no identified conflicts or engagement concerns based on disclosures.
Citations:
- Director biography, independence, committees, attendance, compensation program and tables, stock ownership, governance policies and related-party policy: .
- Insider transactions (Form 4): 2024-03-12 ; 2024-05-08 ; 2024-06-13 ; 2024-09-13 ; 2024-12-12 ; 2025-03-17 ; 2025-05-14 ; 2025-06-13 ; 2025-09-16 .