Darryl L. Wilson

About Darryl L. Wilson

Darryl L. Wilson, age 61, is an independent director of Primerica, Inc. (PRI) since February 2024. He is Founder, Chairman and President of The Wilson Collective (since 2018), and previously held senior roles over 30 years across General Electric and BP North America; he holds a B.A. in Business Administration from Baldwin Wallace College and an M.B.A. from Indiana University . He brings board-relevant competencies in sales and marketing, strategic planning, sustainability, human capital management, enterprise risk management, technology, and public company board experience .

Past Roles

External Roles

Board Governance

• Independence: Wilson is designated independent under NYSE standards and Primerica’s Corporate Governance Guidelines .
• Tenure: Joined the PRI Board in February 2024; average nominee tenure 9.9 years .
• Attendance: Each director attended 90% or more of aggregate Board and applicable committee meetings in fiscal 2024; Board held four meetings; Corporate Governance Committee held four .
• Committee assignment: Member, Corporate Governance Committee; not a committee chair; not on Audit, Compensation, or Executive Committees .
• Governance program highlights: Independent Lead Director; separate Chair/CEO; independent key committees; regular executive sessions; stock ownership guidelines; policies prohibiting hedging, pledging, and short sales; no tax gross-ups .

Fixed Compensation

• Program (non-employee directors, FY2024): Annual cash retainer $100,000; annual RSU award $150,000; committee cash fees—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. Cash paid quarterly; RSUs vest quarterly .

• Actual FY2024 compensation (Wilson): Fees earned $97,005 (reflecting partial-year service), stock awards $149,940 (684 RSUs at $219.21), all other compensation $1,418 (dividends on unvested equity), total $248,362 .

Performance Compensation

• RSU structure: Annual RSUs vest in four equal quarterly installments; delivery on vesting dates; RSUs granted May 8, 2024 totaled 684 units ($150,000 ÷ $219.21); 342 remained unvested at 12/31/24, worth $92,826 at $271.42 .
• Deferred Compensation Plan: Directors may elect to defer cash fees and/or equity into deferred stock units; deferrals follow RSU vesting, pay out in stock post-service per elections .

• Performance metrics tied to director awards: None disclosed; director equity is time-based RSUs (no TSR or financial metric vesting) .

Other Directorships & Interlocks

• External boards: NextEra Energy, Eaton Corporation plc, Solventum Corporation .
• Overboarding policy: Primerica limits directors to a maximum of four public company boards inclusive of PRI; Audit Committee members limited to three public company audit committees .
• Policy adherence: Wilson currently serves on three other public company boards plus PRI, which is at the company’s stated cap—additional public board seats would breach policy absent changes .

Expertise & Qualifications

• Skills matrix: Sales & Marketing; Strategic Planning; Sustainability; Human Capital Management; Enterprise Risk Management; Technology; financial literacy; C-suite leadership; public company board experience .
• Education: B.A., Baldwin Wallace College; M.B.A., Indiana University .

Equity Ownership

• Beneficial ownership (as of March 1, 2025): 644 shares; less than 1% of outstanding (33,118,365 shares) .
• RSUs/deferred units noted: Table excludes 171 RSUs that do not vest within 60 days; at 12/31/24, non-employee directors held 342 unvested RSUs from 2024 grant .
• Ownership guidelines: Non-employee directors must hold ≥5× annual cash retainer; directors have five years to comply; Wilson has until February 2029 to meet the guideline .
• Hedging/pledging: Company prohibits hedging, short sales, pledging, and margin accounts for directors .

Insider Trades (Form 4)

Related Party and Conflicts Review

• Related party transactions policy: Audit Committee administers policy covering transactions >$120,000 with related persons; approves only if in the best interests of the Company and stockholders .
• Disclosures: Proxy discloses related party matters involving Director J. Addison (LegalShield, consulting, family employment); no related party transactions disclosed for Wilson in fiscal 2024 .
• Independence confirmations: Board annually assesses affiliations; Wilson determined independent and not having a material relationship with the Company beyond directorship .

Governance Assessment

• Strengths: Independent director with deep global commercial leadership experience; active on Corporate Governance Committee; meets attendance expectations; equity compensation aligns incentives; subject to robust stock ownership and anti-hedging/pledging policies .
• Alignment: RSU-based director pay emphasizes stockholder alignment; ownership guideline compliance window through 2029 accommodates recent appointment .
• Risks/Red Flags: Overboarding risk—Wilson is at Primerica’s maximum of four public boards including PRI; any additional board commitments would exceed policy and could raise time-commitment concerns . No director-specific performance metrics for equity grants; however, this is standard for director compensation and not atypical .
• Conflicts: No Wilson-related party transactions disclosed; company-wide policies restrict hedging/pledging and provide majority voting and robust independence standards, supporting investor confidence .