Glenn J. Williams
PrimericaAbout Glenn J. Williams
Glenn J. Williams (age 65) is Primerica’s Chief Executive Officer and a director, serving as CEO since April 1, 2015; he holds a B.S. in Education from Baptist University of America . Under his leadership, 2024 adjusted operating revenues grew 10.2%, adjusted net operating income rose 14.2%, and ROAE reached 31.2%; TSR was 33.6% in 2024 and 122.6% for the five-year period 2020–2024 . Primerica notes market value increased ~284% from $3.2B at end-2016 to $9.1B at end-2024, with a continued pay-for-performance framework and strong shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primerica, Inc. | Chief Executive Officer | 2015–present | Led strategy focused on ROAE, EPS growth, and sales force expansion; delivered strong TSR and capital returns . |
| Primerica, Inc. | President | 2005–2015 | Oversaw core operations during public-company transition and growth initiatives . |
| Primerica (International) | EVP, Field & Product Marketing (International) | 2000–2005 | Drove field productivity and international product/marketing execution . |
| Primerica Canada | President & CEO | 1996–2000 | Led Canadian expansion and operations . |
| Primerica (Canada expansion team) | Various roles | 1985–2000 | Expansion leadership in Canada . |
| Primerica | Independent sales force → Home office | 1981–1983 | Field-to-corporate perspective foundational to distribution strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Georgia Baptist Foundation, Inc. | Trustee | 2019–2023; Oct 2024–present | Non-profit board service . |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary | $600,000 | Reduced by 20% at CEO’s request from Sep 1, 2022–Dec 31, 2024; otherwise $750,000 . |
| Target Cash Bonus | $1,200,000 | Reduced by 20% (would have been $1,500,000 absent reduction) . |
| Actual Cash Bonus (paid for 2024) | $1,768,800 | Based on 147.4% corporate payout; no personal modifier . |
| February 2024 Equity Award (fixed value) | $2,200,000 | 50% RSUs and 50% PSUs; reduced 20% by request . |
| 2025 Target Total Direct Comp | $5.0 million | Restored to 2022 target; special grant in Dec 2024 was separate . |
Performance Compensation
Annual Incentive (2024 plan design and outcome)
- Corporate metrics: adjusted operating revenues, adjusted net operating income, ROAE, and size of life-licensed sales force (sales force size given the highest weighting emphasis) .
- Corporate payout for 2024: 147.4% of target .
| Metric | Targeting/Weighting (qualitative) | 2024 Payout Factor |
|---|---|---|
| Adjusted Operating Revenues | Core financial driver (emphasized) | 147.4% corporate payout . |
| Adjusted Net Operating Income | Profitability driver (emphasized) | 147.4% corporate payout . |
| ROAE | Capital-efficiency metric (emphasized) | 147.4% corporate payout . |
| Size of Life-Licensed Sales Force | Highest emphasis metric | 147.4% corporate payout . |
Long-Term Incentives
- Structure: 50% RSUs (time-based, vest ratably over 3 years) and 50% PSUs (3-year performance period; metrics equally weighted: average ROAE and average annual adjusted operating EPS growth; payout 0–150%; settlement March following period) .
- 2024 LTI grant example: 4,491 RSUs and 4,491 PSUs at $244.89 grant price (half of $2.2M each) .
- 2022–2024 PSU outcome (paid Mar 2025): 109.1% of target units; CEO units earned 11,512 vs 10,552 granted; payout value $3,223,477 including dividends, supported by stock price increase to $271.42 at 12/31/2024 .
| PSU Cycle | Metric | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| 2022–2024 | Average Operating ROAE | 90% of target | 100% | 110% | 26.7% (at target) | 109.1% units earned . |
| 2022–2024 | Average Annual Adjusted EPS Growth | 70% of target | 100% | 130% | 12.2% (above target) | 109.1% units earned . |
Special CEO Equity (Retention/Recognition)
| Grant | Size | Grant Price | Vesting | Rationale |
|---|---|---|---|---|
| Special RSU (Dec 12, 2024) | 8,839 RSUs ($2.5M) | $282.83 | Cliff vests Dec 12, 2027; retirement-eligible accelerated vesting if notice/cooperation conditions met . | Recognition of 2024 accomplishments incl. executive transitions and distribution milestones . |
Equity Ownership & Alignment
| Item | Status/Value | Notes |
|---|---|---|
| Beneficial Ownership (3/1/2025) | 43,711 shares | Excludes 18,652 RSUs and 15,268 PSUs not vesting within 60 days . |
| Ownership Guidelines | 5.0x base salary requirement | CEO at 30.1x as of Mar 1, 2025 (exceeds) . |
| Hedging/Pledging | Prohibited | Hedging and pledging bans for employees/officers/directors . |
| Options Outstanding | None after 12/31/2023 | Eliminates option-related selling overhang . |
| Trading Plans | 10b5-1 plans in 2024 | Used to systematically diversify while avoiding MNPI windows . |
Employment Terms
| Term | CEO Provision | Quantified Example (as of 12/31/2024) |
|---|---|---|
| Severance (No Cause / Good Reason) | 2.0x (salary + target bonus) + pro-rata bonus + 18 months health; double trigger only; no excise tax gross-up . | Cash severance $3,600,000; payout of earned 2024 bonus $1,768,800; health $35,148; equity vesting value $9,203,581 (see plan rules) . |
| Change-of-Control | Double-trigger equity treatment; PSUs at target upon qualifying termination after CoC . | Same cash as above under D; equity treated per plan . |
| Non-Compete | 24 months post-termination (CEO) . | — |
Board Governance
- Board service: Director since April 2015; not independent as CEO; serves on Executive Committee .
- Board structure: Separate Non-Executive Chairman and CEO; independent Lead Director; 73% independent board; regular executive sessions .
- Attendance: Each nominee attended 90%+ of aggregate Board/committee meetings in 2024 .
- Employee directors receive no director fees; directors who are employees do not receive board compensation .
Director Compensation (Context)
- Non-employee director program (FY2024): $100,000 cash retainer + $150,000 annual RSU award; committee/leadership fees as applicable; quarterly vesting; robust stock ownership guideline (5x retainer) .
Compensation Committee & Peer Framework
- Committee leadership: Compensation Committee chaired by Barbara A. Yastine; fully independent .
- Consultant: Pearl Meyer engaged; no conflicts; market references inform design (not strict benchmarking) .
- Peer group: Life/health insurers, insurance brokers, wealth advisors; broader than GICS-only peers to reflect Primerica’s model (2024 list detail shown in prior proxy ).
Pay-for-Performance Linkages and Process Controls
- Core annual metrics (adjusted operating revenues, adjusted net operating income, ROAE, sales force) and PSU metrics (avg ROAE, avg adjusted EPS growth) underpin design .
- Clawbacks: 2023 Incentive Compensation Recovery Policy plus broad clawback authority under 2020 plan (restatements, fraud/misconduct, significant non-ordinary write-offs) .
- Policies: Hedging/pledging prohibited; no perquisite tax gross-ups; no single-trigger CoC; no SERP; limited perqs policy .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted Operating Revenues ($MM) | 2,822.0 | 3,035.9 |
| Adjusted Net Operating Income ($MM) | 581.4 | 680.9 |
| ROAE (Adjusted) | 26.5% | 31.2% |
| Diluted Adjusted Operating EPS ($) | 16.07 | 19.84 |
| Year-end Stock Price ($) | 205.76 | 271.42 |
| Annual TSR | 47.1% | 33.6% |
Additional highlights: 2024 dividends increased 26.9% to $3.30 per share; $538 million returned in 2024 via dividends and buybacks; five-year TSR 122.6% (2020–2024) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: ~95.1% approval at 2024 Annual Meeting; annual advisory vote continued .
- Engagement: Outreach to holders representing >75% of shares; governance and compensation program feedback generally positive .
Compensation Structure Analysis (Signals)
- Cash-to-equity mix: Majority of CEO compensation is at-risk equity; RSU/PSU split 50/50 (multi-year performance) .
- 2024 short-term payout elevated (147.4% of target) on strong results; PSU 2022–2024 earned at 109.1% with significant value uplift from share price appreciation .
- CEO voluntary pay reduction (20%, Sep 2022–Dec 2024) aligns with stakeholders amid inflation; targets restored in 2025 to prior levels .
- One-time 2024 CEO special RSU grant ($2.5M, cliff 2027) rewards milestones and may create a 2027 vesting overhang to monitor for selling pressure .
- Adjustments: Committee neutralized discontinued ops (Senior Health exit) and insurance recoveries for fair target-setting; included negative Senior Health impacts in 2022 PSU actuals—conservative treatment .
Risk Indicators & Red Flags (Observed)
- No hedging or pledging; strong clawback policy reduces misalignment risk .
- No excise tax gross-ups; no SERP; no options outstanding post-2023; reduces shareholder-unfriendly optics .
- Related-party/controversies not disclosed in reviewed sections; continue to monitor 8-Ks and future proxies for changes .
Equity Ownership & Pledging Snapshot (Detail)
| Ownership Element | Status |
|---|---|
| CEO Ownership vs Guideline | 30.1x vs 5x guideline (as of 3/1/2025) . |
| Unvested Holdings (3/1/2025) | 18,652 RSUs; 15,268 PSUs (not vesting within 60 days) . |
| 2024 Vesting Activity | 15,476 shares vested; value realized $3,795,644 (includes RSUs and PSU payout at 70.5% for 2021 grant) . |
| Trading Plans | Rule 10b5-1 plans in 2024 . |
Board Governance (Director Role Details)
- Glenn J. Williams is a management director and member of the Executive Committee; not independent. Separate Non-Executive Chairman (D. Richard Williams) and Lead Director (Gary Crittenden) provide checks/balances on management influence and independence .
- Attendance and committee independence (Audit/Compensation/Corporate Governance) remain strong; no fees paid to employee directors .
Investment Implications
- Alignment: Strong stock ownership (30.1x guideline) and multi-year PSU metrics (ROAE/EPS growth) align incentives with durable value creation; hedging/pledging bans and clawbacks add governance rigor .
- Retention/Selling Pressure: Special $2.5M RSU cliff in Dec 2027 and ongoing 10b5-1 plans warrant monitoring for 2027 supply and steady diversification, though no pledging and no options mitigate forced selling risks .
- Cost of Transition Risk: CEO severance at 2x salary+bonus (double-trigger; no gross-ups) is within market norms; coupled with a 24-month non-compete, retention/transition protections appear balanced .
- Pay Practices Support: High Say-on-Pay support (95.1%), independent consultant oversight, and thoughtful adjustments (e.g., Senior Health exit) point to a shareholder-responsive Compensation Committee .