D. Richard Williams
PrimericaAbout D. Richard Williams
D. Richard “Rick” Williams, 68, is Primerica’s Non‑Executive Chairman and has served on the Board since October 2009; the Board designates him as not independent (despite meeting NYSE tests) due to his prior service as Co‑CEO (1999–Mar 2015) . He holds both a B.S. and M.B.A. from the Wharton School and previously served the Company in CFO and COO roles within the Primerica unit of Citigroup; he currently chairs the Executive Committee and each director, including Mr. Williams, attended at least 90% of Board/committee meetings in 2024 . As Chair, his duties include presiding over Board and shareholder meetings, setting agendas in consultation with the Lead Director, and representing the Board in shareholder communications .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Primerica, Inc. | Non‑Executive Chairman of the Board | Apr 2015–present | Leads Board; agenda‑setting with Lead Director; presides over meetings . |
| Primerica, Inc. | Chairman of the Board | Oct 2009–Mar 2015 | Board leadership during and post‑IPO era . |
| Primerica, Inc. | Co‑Chief Executive Officer | 1999–Mar 2015 | Led strategy and operations through growth and public company transition . |
| Primerica (Citigroup unit) | CFO; COO | Since 1989 (dates not separately broken out) | Senior finance/operations leadership experience in regulated insurance context . |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Crawford & Company | Director | Current | Public company board service; governance/insurance services adjacency . |
| Usana Health Sciences, Inc. | Director | Mar 2016–May 2018 | Former public company directorship . |
Board Governance
- Independence and leadership: Designated “not independent” by the Board given prior CEO service; offset by an independent Lead Director (Gary Crittenden) and fully independent Audit, Compensation, and Corporate Governance committees .
- Committee assignments: Executive Committee (Chair); Executive Committee exercised authority between meetings and met 3 times in 2024 .
- Attendance: Each director attended 90%+ of aggregate Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Chair responsibilities: Presides over Board/stockholder meetings, approves agendas with input from Lead Director, reviews materials, and interfaces with stockholders as needed .
- Governance safeguards: Majority voting standard for directors with resignation policy; annual Board/committee self‑assessments; proxy access; mandatory retirement age; policies prohibiting hedging, pledging, and short sales .
Fixed Compensation (Director Pay)
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer . |
| Chairman of the Board cash fee | $100,000 | Additional fee for Chairman role . |
| Committee fees | $0 | No listed fees for Executive Committee membership; total cash below reflects retainer + Chair fee . |
| Total cash paid | $200,000 | Fees earned or paid in cash shown in Director Compensation Table . |
| Equity grant (RSUs) | $149,940 | 684 RSUs at $219.21 (grant date May 8, 2024); vests quarterly in four installments (final tranche before next AGM) . |
| All other compensation | $1,418 | Dividends on unvested equity; no significant perquisites . |
| Total compensation | $351,357 | Sum of cash, equity, other . |
Vesting and deferral: RSUs vest in four quarterly installments; directors may elect deferred stock units (DSUs) with same vesting; Mr. Williams deferred director compensation into the plan during 2024 . Director stock ownership guideline: 5× annual cash retainer; all non‑employee directors other than a February 2024 appointee exceed the guideline .
Performance Compensation
- Directors receive time‑based RSUs; there is no performance‑based equity (no PSUs/options) or cash incentive program for non‑employee directors disclosed .
Other Directorships & Interlocks
| Company | Relationship to PRI | Noted Transactions / Conflicts |
|---|---|---|
| Crawford & Company (Director) | No disclosed commercial relationship with Primerica | No related‑party transactions disclosed for Mr. Williams . |
| Usana Health Sciences, Inc. (Former Director) | Former role; no disclosed link to Primerica | No related‑party transactions disclosed for Mr. Williams . |
Related-party review: Company policy requires Audit Committee review of transactions >$120,000 with related parties; 2024 disclosures include items for another director (Addison) but none for Mr. Williams .
Expertise & Qualifications
- Education: B.S. and M.B.A., Wharton School, University of Pennsylvania .
- Core competencies: Regulated industry, sales and marketing, strategic planning, enterprise risk management; aligns with Board skills matrix needs .
- Deep company knowledge: 30+ years across CFO, COO, Co‑CEO, and Chair roles; value in oversight and succession planning .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 30,965 | Includes 3,548 vested RSUs and 8,284 vested DSUs; excludes 171 DSUs not vesting within 60 days . |
| Shares outstanding (reference) | 33,118,365 | As of March 1, 2025 . |
| Ownership as % of outstanding | ~0.09% | 30,965 / 33,118,365; computed from cited values . |
| Unvested director RSUs (12/31/2024) | 342 units | Remaining from 684‑unit 2024 grant; year‑end market value $92,826 at $271.42 . |
| Hedging/pledging | Prohibited | Company bans hedging, short sales, and pledging for directors and employees . |
| Director ownership guideline | Met | Directors must hold ≥5× cash retainer; all non‑employee directors other than a 2024 appointee meet/exceed . |
Insider trading compliance and plans:
- Section 16(a): Company reported one late Form 4 for the CAO; no delinquencies disclosed for Mr. Williams .
- 10b5‑1 plans: FY2024 plans noted for CEO and President; none cited for Mr. Williams .
Governance Assessment
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Strengths supporting investor confidence:
- Experienced non‑executive Chair with deep operational/financial background and Wharton credentials; strong attendance; structured Lead Director counterbalance and fully independent key committees .
- Clear prohibitions on hedging/pledging; robust clawback and recovery policies; strong stock ownership alignment for directors .
- Majority voting with resignation policy and active shareholder engagement; prior Say‑on‑Pay support of ~95% in 2024 underscores governance credibility .
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Risk indicators / points to monitor:
- Chair not independent by Board designation due to prior CEO role; concentration of authority as Executive Committee Chair warrants continued reliance on Lead Director structure and independent committees .
- Long tenure (Board since 2009) and dual Chair/Executive Committee chairing can raise entrenchment concerns among some investors; mitigated by Board refreshment and majority‑voting framework .
- No related‑party transactions disclosed for Mr. Williams; continue to monitor disclosures and Section 16 filings; hedging/pledging restrictions reduce alignment risks .