Barbara A. Yastine
PrimericaAbout Barbara A. Yastine
Independent director at Primerica since December 2010, Barbara A. Yastine is a former Chairman, President and CEO of Ally Bank with deep experience across consumer financial services, enterprise risk, finance, and human capital management. She is 66, holds a B.A. in Journalism and an M.B.A. from New York University, and is designated an Audit Committee financial expert at PRI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ally Bank | Chair, President & CEO | Mar 2012 – Sep 2015 | Led regulated consumer bank; governance and risk oversight credentials |
| Ally Bank / Ally Financial Inc. | Chair of Ally Bank and Chief Administrative Officer (Ally Financial) | May 2010 – Mar 2012 | Enterprise risk, finance, human capital experience |
| Lebenthal Holdings LLC | Co-Chief Executive Officer | Sep 2015 – Jun 2016 | Asset management leadership |
| Credit Suisse First Boston | Chief Financial Officer | Oct 2002 – Aug 2004 | Large-bank CFO experience |
| Citigroup and predecessors | Various roles incl. Chief Auditor; CFO of Consumer Finance and Corporate & Investment Bank | 1987 – 2002 | Financial controls and consumer finance expertise |
| Southgate Alternative Investments | Principal | From Jun 2007 | Alternatives investing background |
External Roles
| Company | Role | Notes |
|---|---|---|
| AXIS Capital Holdings Limited | Director | Current public directorship |
| Zions Bancorporation | Director | Current public directorship |
| Alkami Technology, Inc. | Director | Current public directorship |
| First Data Corporation | Director | Former public directorship (Sep 2016 – Jul 2019) |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (member; designated financial expert); Executive Committee (member) .
- Independence: Independent director; all Audit, Compensation, and Corporate Governance Committees fully independent in FY2024 .
- Attendance: Each director, including Ms. Yastine, attended ≥90% of Board/committee meetings in FY2024; all directors attended the 2024 Annual Meeting .
- Meetings held FY2024: Board 4; Audit 8; Compensation 8; Corporate Governance 4; Executive 3 .
- Tenure: Director since Dec 2010 (14 years of service as reflected in skills/tenure grid) .
- Leadership structure context: Non-executive Chair; independent Lead Director (Gary L. Crittenden) .
Fixed Compensation (Director)
| Year | Cash (Fees Earned) | Equity (RSUs/DSUs Grant-Date FV) | All Other | Total |
|---|---|---|---|---|
| 2024 | $135,000 | $149,940 | $1,418 | $286,357 |
Program design (non-employee directors, FY2024): $100,000 annual cash retainer; $150,000 annual RSU award (684 RSUs based on $219.21 close on May 8, 2024); Audit Chair $30,000/Member $15,000; Compensation Chair $20,000/Member $10,000; Corporate Governance Chair $20,000/Member $10,000; Lead Director $25,000; Chairman $100,000. RSUs vest quarterly in four tranches (3, 6, 9, 12 months, or final tranche at next Annual Meeting). At 12/31/2024, each non-employee director had 342 unvested units (value $92,826 at $271.42) .
Notes:
- Deferred compensation: Directors may elect to defer cash fees and/or equity into deferred stock units; Ms. Yastine is not listed among directors who deferred in 2024 .
- Options: No option awards reported for non-employee directors in 2024 (comp table shows cash, stock awards, other) .
Performance Compensation (Committee Oversight)
As Compensation Committee Chair, Ms. Yastine oversees incentive design and outcomes for executives.
| Area | Metric/Design | 2024 Outcome / Notes |
|---|---|---|
| Annual bonus (STIP) | Adjusted operating revenues; Adjusted net operating income; ROAE; Life sales force | Bonus paid at 147.4% of target; drivers included +10.2% adj. operating revenues, +14.2% adj. net operating income, 31.2% ROAE, and life-licensed reps >151,000 (+7%) |
| Long-term incentives (PSUs) | 3-year performance; average ROAE; average annual EPS growth | PSU cycle 2024–2026; delivered in Mar 2027 upon goal achievement |
| Governance signals | Say-on-pay approval | >95% support at 2024 Annual Meeting |
| Clawback | Incentive Compensation Recovery Policy; broad clawback authority | Administered by Compensation Committee; stand-alone policy and broad clawbacks in 2020 Omnibus Plan |
Other Directorships & Interlocks
- Current other public boards: AXIS Capital Holdings Limited; Zions Bancorporation; Alkami Technology, Inc. .
- Compensation Committee interlocks: None; no current/former officer status among members; no interlocks with other companies in FY2024 .
- Overboarding policy: Max four public boards inclusive of PRI; Audit Committee members capped at three public company audit committees .
- Ms. Yastine serves on three other public boards (AXIS, Zions, Alkami) plus PRI, aligning with the policy cap .
Expertise & Qualifications
- Designated Audit Committee financial expert; strong financial literacy .
- Regulated industry, strategic planning, enterprise risk management, human capital management, and public company board experience highlighted in PRI’s director skills matrix .
- Education: B.A. Journalism; M.B.A., New York University .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Detail |
|---|---|---|---|
| Barbara A. Yastine | 18,219 | <1% | Includes 13,280 vested deferred stock units; excludes 171 deferred stock units not vesting within 60 days; shares outstanding 33,118,365 at 3/1/2025 |
Ownership alignment policies:
- Director stock ownership guideline: ≥5x annual cash retainer; includes unvested RSUs and deferred stock units; five years to comply. All non-employee directors except Mr. Wilson exceed the guideline (Mr. Wilson has until Feb 2029) .
- Hedging/pledging: Company prohibits hedging and pledging by employees and directors .
Recent Insider Trades (Form 4)
Notes: Awards include annual RSU grants (e.g., 684 on 2024-05-08; 552 on 2025-05-14) and smaller quarterly credits consistent with dividend-equivalent or board program practices; positions shown are post-transaction holdings as reported [links above].
Governance Assessment
Positives (confidence-enhancing):
- Seasoned financial services operator and risk/finance leader; designated audit committee financial expert; serves as Compensation Committee Chair, aligning oversight with expertise .
- Strong engagement: ≥90% attendance; committee leadership; signed Compensation Committee Report attesting to CD&A inclusion .
- Alignment mechanisms: meaningful equity component in director pay; robust stock ownership guideline (5x retainer) and compliance; prohibitions on hedging/pledging .
- Clean governance signals: no compensation committee interlocks; no related-party transactions involving Ms. Yastine disclosed; say‑on‑pay >95% in 2024 .
Watch items:
- Board load at policy cap: Ms. Yastine sits on three other public company boards plus PRI, which is the maximum under PRI’s overboarding policy; continued high attendance mitigates current concern but time-commitment risk should be monitored, especially given her Compensation Chair and Audit member roles .
- Concentration in financial services: External directorships in banking/insurance/fintech can be valuable but warrants ongoing independence review; PRI annually assesses outside affiliations (Board found directors independent) .
Appendix: Reference Governance Policies
- Independent committees; regular executive sessions of independent directors; no tax gross-ups; stand‑alone clawback policy; majority voting for directors; proxy access; mandatory retirement age; limits on external board service .