Cynthia N. Day
PrimericaAbout Cynthia N. Day
Independent director at Primerica since January 2014, age 59, and President/CEO of Citizens Bancshares Corporation and Citizens Trust Bank since February 2012. Former KPMG audit manager; B.S. University of Alabama; member of AICPA and Georgia Society of CPAs, bringing finance, accounting, ERM, and strategic planning expertise to the board. She is designated independent and serves as an Audit Committee financial expert, chairing Corporate Governance and sitting on the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Trust Bank | Acting President & CEO | Jan 2012–Feb 2012 | Transition stewardship |
| Citizens Trust Bank | COO & Senior EVP | Feb 2003–Jan 2012 | Operations leadership |
| Citizens Trust Bank | Various roles after joining | 1993–2003 | Banking operations |
| Citizens Bancshares Corporation | President & CEO | Feb 2012–Present | CEO of former public company (went private in Jan 2017) |
| KPMG | Audit Manager | Pre-1993 | Financial reporting controls and audit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PROG Holdings, Inc. | Director | Current | Public company directorship |
| Aaron’s Holdings, Inc. | Director | Oct 2011–Dec 2020 | Former public company directorship |
| National Banker’s Association | Director | Current | Industry association |
| Atlanta Metro Chamber of Commerce | Director | Current | Regional business leadership |
| Federal Reserve Bank of Atlanta | Director | Current | Regional Fed governance role |
Board Governance
- Committee assignments: Audit Committee member (Audit Committee Financial Expert); Corporate Governance Committee Chair; Executive Committee member .
- Independence and attendance: Independent per NYSE/Company standards; each director attended 90%+ of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting; Audit Committee members (including Day) attended 100% of Audit meetings .
- Board leadership/quality: Independent Lead Director; separate non-executive Chair and CEO; regular executive sessions of independent directors; annual Board and committee self-assessments .
- Overboarding policy: Max four public company boards (inclusive of PRI); Audit Committee members limited to ≤3 public audit committees; Day currently serves on two public boards (PRI and PROG), below limits .
Fixed Compensation
| Component (FY2024) | Amount | Details |
|---|---|---|
| Annual Board cash retainer | $100,000 | Paid quarterly |
| Committee fees (member/chair) | $35,000 | Audit member $15,000; Corporate Governance chair $20,000 |
| Equity (RSUs or DSUs) grant | $149,940 | 684 units at $219.21; granted May 8, 2024; vests quarterly; Day elected deferral to DSUs |
| Dividends on unvested awards | $1,418 | Paid on unvested equity |
| Total FY2024 director comp | $286,357 | Cash $135,000; equity $149,940; other $1,418 |
Additional program terms:
- Non-employee directors receive $150,000 in equity annually; Lead Director +$25,000 cash; Chair of Board +$100,000 cash .
- Deferral: Day deferred director compensation into the Nonemployee Directors’ Deferred Compensation Plan in 2024 .
Performance Compensation
| Metric/Design Element | Status |
|---|---|
| Performance-based director equity | Not used; director equity vests time-based quarterly |
| Cash or equity tied to metrics (e.g., TSR, ROAE) | None disclosed for directors; committee fees and annual retainer are fixed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | PROG Holdings, Inc. |
| Former public boards | Aaron’s Holdings, Inc. (2011–2020) |
| Non-public/association boards | National Banker’s Association; Atlanta Metro Chamber of Commerce; Federal Reserve Bank of Atlanta |
| Shared directorships/interlocks with PRI stakeholders | None disclosed; related-party section lists transactions involving another director (Addison), not Day |
Expertise & Qualifications
- Financial literacy and audit: Audit Committee Financial Expert; prior KPMG audit manager .
- Regulated industry leadership: CEO of a bank serving similar customer base as PRI’s middle-income market .
- Strategic planning/human capital/ERM: Highlighted as top competencies; long-tenured executive leadership .
- Education/credentials: B.S., University of Alabama; AICPA and Georgia Society of CPAs member .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 18,519 | Vested deferred stock units; excludes 171 DSUs not vesting within 60 days |
| Ownership as % of outstanding | <1% | Company denotes “less than one percent” |
| Unvested director equity at 12/31/2024 | 342 units | From May 8, 2024 grant; market value $92,826 at $271.42 |
| Hedging/pledging | Prohibited for directors; no pledging allowed | |
| Stock ownership guideline | ≥5x annual cash retainer | Day exceeds guideline; five-year compliance window (met) |
Governance Assessment
- Board effectiveness: As Corporate Governance Chair and Audit Committee Financial Expert, Day’s oversight role strengthens board independence, ERM, and governance processes (annual evaluations; executive sessions; proxy access; majority voting) .
- Alignment: Director pay mix emphasizes equity ($150k RSUs/DSUs) and stock ownership guidelines (≥5x retainer), with prohibitions on hedging/pledging, supporting investor alignment .
- Independence/attendance signals: Independent status; high attendance (≥90% overall; 100% Audit Committee); below overboarding limits—positive for engagement and capacity .
- Conflicts/related party exposure: No related-party transactions disclosed for Day; policy requires Audit Committee review/approval of any such transactions—no red flags identified .
- Shareholder sentiment context: Say-on-Pay support ~95.1% at 2024 Annual Meeting indicates broader investor confidence in compensation governance; board conducts regular shareholder engagement (>75% of shares invited) .
Red flags: None disclosed for Day regarding low attendance, related-party transactions, hedging/pledging, tax gross-ups, or director pay anomalies .