John A. Addison, Jr.
PrimericaAbout John A. Addison, Jr.
John A. Addison, Jr. (age 67) is a long-tenured director of Primerica (director since October 2009) and currently serves as Chief Executive Officer of Addison Leadership Group (since April 2015). He is designated “not independent” by the Board due to his prior service as Co-Chief Executive Officer of Primerica (1999–March 2015), despite meeting NYSE independence standards; he is not assigned to any Board committee. He also serves as Non‑Executive Chairman of Primerica Distribution, and holds a B.A. in Economics from the University of Georgia and an M.B.A. from Georgia State University. The Board’s skills matrix highlights his strengths in C‑suite leadership, regulated industry expertise, sales and marketing, strategic planning, human capital management, and financial literacy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primerica, Inc. | Co‑Chief Executive Officer | 1999 – March 2015 | Led company through separation from Citigroup and public company phase; extensive knowledge of salesforce and operations . |
| Primerica (operating unit of Citigroup) | President | 1995 – 1999 | Oversaw Primerica operating unit while part of Citigroup . |
| Primerica Life Insurance Company; Primerica Financial Services, LLC | VP/SVP; Executive VP; Group EVP of Marketing | Various roles since 1982 | Progressively senior leadership across underwriting and distribution; deep sales/marketing expertise . |
| Primerica Distribution | Non‑Executive Chairman | Current | Non‑executive leadership role within distribution organization . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Addison Leadership Group | Chief Executive Officer | April 2015 – Present | Leadership training and consulting . |
| LegalShield (private) | Director | Current | Company has longstanding distribution relationship with Primerica; company states Addison has no material interest in these transactions . |
| Direct Selling Acquisition Corporation (public) | Director | Sept 2021 – Nov 2023 | Former public company directorship . |
| Brenau University | Board Member | Current | Non‑profit board service . |
Board Governance
- Independence status: Not independent (Board election to designate former CEOs as not independent; otherwise meets NYSE independence standards) .
- Committee assignments: None (not a member of Audit, Compensation, Corporate Governance, or Executive Committees) .
- Attendance and engagement: Board held 4 meetings in FY2024; each director attended ≥90% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee meeting cadence FY2024: Audit (8), Compensation (8), Corporate Governance (4), Executive (3) .
- Overboarding policy: Max four public boards (inclusive of Primerica) and Audit Committee service limited to three audit committees for Audit members .
Fixed Compensation (Non‑Employee Director; FY2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard board retainer for non‑employee directors . |
| Committee membership fees | $0 | Not assigned to any committee . |
| Board leadership fees | $0 | Not Lead Director or Board Chair . |
| All Other Compensation | $101,418 | Dividends on unvested equity and consulting fees under separate agreement; consulting pays $25,000 per quarter . |
Notes:
- Consulting agreement: Since June 2017, receives $25,000 per quarter for services requested by the CEO (ongoing) .
- Director compensation is set by the Board on recommendation of the Compensation Committee; mix emphasizes equity; independent consultant advises bi‑annually .
Performance Compensation (Director Equity; FY2024 design)
| Grant Type | Grant Date | Shares/Units | Grant-Date Value | Pricing Basis | Vesting |
|---|---|---|---|---|---|
| RSUs (time-based) | May 8, 2024 | 684 | $149,940 | $219.21 closing price on prior trading day | 25% vests at 3, 6, 9, 12 months; final tranche may vest at next Annual Meeting if earlier . |
| Unvested at 12/31/2024 | — | 342 | $92,826 | Valued at $271.42 closing price on 12/31/2024 | Remaining vest on schedule as above . |
- Director equity is time‑based; there are no performance metrics tied to non‑employee director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Prior public company boards | Direct Selling Acquisition Corporation (Sept 2021 – Nov 2023) . |
| Non‑profit/academic boards | Brenau University (board member) . |
| Private company boards | LegalShield (director) . |
| Potential interlocks/transactions | Primerica earns commissions on sales of LegalShield plans; company believes Addison has no material interest in the arrangement . |
Expertise & Qualifications
- C‑Suite leadership; regulated industry; sales and marketing; strategic planning; human capital management; financial literacy (skills matrix and biography) .
- Tenure/experience: 15 years on Board; extensive company‑specific and salesforce knowledge .
Equity Ownership (as of March 1, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Composition / Notes |
|---|---|---|---|
| John A. Addison, Jr. | 18,527 | <1% | Includes 3,548 vested RSUs; excludes 171 RSUs not vesting within 60 days . |
Ownership alignment and restrictions:
- Director stock ownership guideline: 5x annual cash retainer; all non‑employee directors other than Mr. Wilson exceed guideline (Mr. Wilson is within compliance window) .
- Hedging and pledging: Company prohibits hedging and pledging by directors and officers .
Governance Assessment
Positives
- Deep company and distribution knowledge (former Co‑CEO; >30 years with Primerica entities) and broad governance skill coverage (leadership, regulated markets, strategy, HCM, finance) support board effectiveness .
- Attendance and engagement strong; Board met 4 times in FY2024 and each director attended ≥90% of meetings; Annual Meeting attendance universal .
- Ownership alignment practices are robust: 5x retainer director guideline; hedging/pledging prohibited; equity grants comprise a significant portion of director pay .
- Overboarding limits and fully independent standing committees mitigate workload and independence risks .
Risk indicators and red flags (with mitigants)
- Not independent (Board designation for former CEOs) may raise perceived entrenchment/affiliation concerns; mitigated by absence of committee roles and fully independent key committees .
- Related‑party sensitivities: (i) Paid consulting arrangement ($25,000 per quarter) creates an ongoing financial link to management; (ii) employment of two sons (non‑executive roles; market‑consistent pay; no involvement by Addison in their employment decisions); (iii) LegalShield board service alongside a distribution relationship. All such transactions are subject to Audit Committee review under a formal related‑party policy, and the company asserts Addison has no material interest in LegalShield arrangements .
- All‑Other Compensation of $101,418 (dividends plus consulting) is elevated versus peers on the Board due to consulting; investors may scrutinize whether scope and disclosure of the engagement remain appropriate over time .
Director Compensation (FY2024) cross‑check
| Name | Cash Fees | Stock Awards | All Other Comp | Total |
|---|---|---|---|---|
| John A. Addison, Jr. | $100,000 | $149,940 | $101,418 | $351,357 |
Additional Board Program Details
- Non‑employee director program: $100,000 cash retainer; $150,000 annual RSU grant (or DSUs at director’s election); committee chair/member fees (Audit: $30k/$15k; Compensation/Corporate Governance: $20k/$10k); Lead Director +$25k; Chairman +$100k; quarterly cash/vesting cadence .
- Deferred compensation: Non‑employee directors may elect to defer cash/equity into DSUs; several directors deferred in 2024 (Addison not listed among them) .