Gary L. Crittenden
PrimericaAbout Gary L. Crittenden
Gary L. Crittenden, age 71, is an independent director of Primerica, Inc. (PRI) who has served on the board since July 2013; he is the Lead Director (since May 2023) and chairs the Audit Committee, and also serves on the Compensation and Executive Committees . He is a former CFO of Citigroup and American Express, with prior senior finance roles at Monsanto, Sears, Melville, and Filene’s Basement; he holds a B.S. from Brigham Young University and an M.B.A. from Harvard Business School . The board reports all directors attended at least 90% of board/committee meetings in 2024, and the Audit Committee reported 100% attendance by all members, including Mr. Crittenden .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | Chief Financial Officer | 2007–2009 | Senior finance leadership at a global financial institution |
| Citi Holdings (Citigroup segment) | Chairman | Mar–Jul 2009 | Oversight of asset portfolios during restructuring period |
| American Express Company | Chief Financial Officer | 2000–2007 | Named by Institutional Investor readers among “Best CFOs in America” on three occasions |
| HGGC, LLC (private equity) | Managing Partner; CEO; Chairman | Managing Partner 2009–2017; CEO 2012–2013; Chairman 2013–2017 | Led middle‑market PE firm; non‑employee Executive Director since Jan 2017 |
| Bain & Company | Partner | Early career (first 12 years) | Strategy and operations expertise |
| Monsanto; Sears; Melville; Filene’s Basement | Chief Financial Officer (each) | Not disclosed | Multiple public‑company CFO roles |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Extra Space Storage Inc. | Director | Public | Current directorship |
| Zions Bancorporation | Director | Public | Current directorship |
| HGGC, LLC | Executive Director (non‑employee) | Private | Since Jan 2017 |
Board Governance
- Independence: The board determined Mr. Crittenden is independent under NYSE standards; all Audit/Compensation/Corporate Governance Committees were fully independent in 2024 .
- Lead Director: Lead Director since May 2023; responsibilities include presiding over meetings of independent directors, leading annual board self‑assessment and CEO evaluation, and leading CEO succession process .
- Committee assignments: Audit (Chair and “financial expert”), Compensation (member), Executive (member) .
- Attendance/engagement: Each director attended 90%+ of applicable meetings in 2024; the Audit Committee (8 meetings) reported 100% attendance by its members .
- Overboarding policy: PRI limits service to ≤4 public boards (including PRI) and ≤3 public audit committees; Mr. Crittenden serves on PRI plus two other public boards, within policy .
- Executive sessions: Regular executive sessions of independent directors; Lead Director presides .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $100,000 | 2024 non‑employee director program; paid quarterly |
| Lead Director annual cash fee | $25,000 | Paid to Lead Director |
| Audit Committee Chair fee | $30,000 | Annual chair cash fee |
| Compensation Committee member fee | $10,000 | Annual member cash fee |
| Total Cash Earned (2024) | $165,000 | Matches reported fees for Crittenden |
Performance Compensation (Director Equity)
| Element | Detail |
|---|---|
| Annual equity grant | $149,940 (684 RSUs/DSUs at $219.21) granted May 8, 2024 |
| Vesting | RSUs vest in four quarterly installments; delivery on each vesting date |
| Deferral | Elected to receive equity as deferred stock units under the Non‑Employee Directors’ Deferred Compensation Plan |
| Dividends on unvested equity | Credited as additional deferred stock units; fully vested on dividend date |
| “All other comp” (2024) | $1,418 (dividends on unvested equity) |
| Perquisites policy | Director/Executive Perquisites Policy requires Compensation Committee approval; only limited, pre‑approved categories permitted |
Other Directorships & Interlocks
| Topic | Findings |
|---|---|
| Current public boards | Extra Space Storage Inc.; Zions Bancorporation |
| Compensation Committee interlocks | None among PRI Compensation Committee members (including Crittenden) |
| Related‑party transactions | No Crittenden‑related transactions disclosed; related‑party items disclosed involved another director |
Expertise & Qualifications
- Designated audit committee financial expert; deep financial literacy and ERM experience .
- Strategic planning and regulated‑industry expertise; extensive public‑company CFO track record across multiple firms .
- Recognized by Institutional Investor readers as among the “Best CFOs in America” on three occasions .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (Mar 1, 2025) | 21,515 shares; includes 1,847 vested RSUs and 19,668 vested deferred stock units; excludes 180 DSUs not vesting within 60 days; <1% of outstanding |
| Shares outstanding (for % context) | 33,118,365 shares outstanding as of Mar 1, 2025 |
| Director stock ownership guideline | 5× annual cash retainer for non‑employee directors |
| Compliance status | All non‑employee directors other than Mr. Wilson exceed guideline; implies Crittenden in compliance |
| Hedging/pledging | Company prohibits hedging and pledging by directors and officers |
Governance Assessment
- Strengths: Independent Lead Director and Audit Chair with “financial expert” designation; strong attendance (Audit 100%); co‑signs shareholder communications as Lead Director, signaling engagement; no related‑party ties or comp‑committee interlocks disclosed; equity alignment via annual RSU/DSU grants and ownership guidelines; hedging/pledging prohibited .
- Watch items: Material time commitment given concurrent service on two other public boards and leadership/committee load at PRI, though within PRI’s overboarding and audit‑committee limits (max four public boards; max three audit committees) .
Overall signal: Crittenden’s profile—seasoned CFO background, audit chairmanship with financial‑expert status, Lead Director role, high attendance, and no disclosed conflicts—supports board effectiveness and investor confidence at PRI .