Peter W. Schneider
PrimericaAbout Peter W. Schneider
Peter W. Schneider is President of Primerica, Inc. and one of the company’s four named executive officers. He has served in his current role for 10 years and has 24 years of company tenure, reflecting deep institutional knowledge and continuity in leadership . Under the 2024 operating year, Primerica delivered adjusted operating revenue growth of 10.2%, adjusted net operating income growth of 14.2%, and diluted adjusted operating EPS growth of 20.5%; total stockholder return (TSR) was 33.6% for 2024 and 122.6% over five years (Jan 1, 2020–Dec 31, 2024) . These corporate results are the basis for Schneider’s incentive pay and signal ongoing execution against Primerica’s growth priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primerica, Inc. | President | ~2015–present (10 years) | During his tenure, the company reported strong 2024 performance on key metrics used in incentives, including adjusted operating revenue (+10.2%), adjusted net operating income (+14.2%), adjusted operating EPS growth (+20.5%), and growing the life-licensed sales force to 151,611 (+7.1% YoY) . |
External Roles
- No public external directorships or outside roles for Schneider are disclosed in the latest proxy .
Fixed Compensation
Multi-year compensation (as reported in the Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $550,000 | $550,000 | $550,000 |
| Non-Equity Incentive (Cash Bonus) | $866,000 | $1,040,000 | $1,474,000 |
| Equity Awards (Grant-date Fair Value) | $1,749,929 | $1,749,777 | $1,749,984 |
| All Other Compensation | $88,247 | $90,227 | $100,166 |
| Total Compensation | $3,254,176 | $3,430,004 | $3,874,150 |
Additional fixed program design notes:
- 2024 target cash award: $1,000,000; paid based on corporate metrics with potential ±20% personal performance modifier (corporate payout was 147.4% of target) .
- Company emphasizes limited perquisites, no tax gross-ups, and no SERP .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
| Item | Detail |
|---|---|
| Corporate metrics | Adjusted operating revenues; adjusted net operating income; ROAE; size of life-licensed sales force |
| Payout curve | Threshold 50% (85% of target; 90% for sales force), Target 100%, Max 200% (115% of target; 110% for sales force) |
| 2024 corporate payout | 147.4% of target |
| Personal modifier | ±20% discretion; used for the retiring COO in 2024; mechanism applies company-wide, including executives |
Long-Term Incentives (LTIP) – Equity
- Structure: Annual grants split 50% RSUs (time-based, equal installments over 3 years) and 50% PSUs (3-year performance on average ROAE and average annual adjusted operating EPS growth; payout 0–150%) .
- 2024 Grant (Feb 15, 2024): RSUs 3,573 units; PSUs 3,573 target units (payout in March 2027) .
- 2022 PSU Cycle (2022–2024): Earned at 109.1% on metrics; Schneider’s units earned 7,326; final payout value (incl. dividends) $2,051,354 (stock rose from $130.30 on grant-related reference date to $271.42 at 12/31/2024) .
- No stock options outstanding for any NEOs as of 12/31/2024 .
Detailed equity status as of 12/31/2024:
| Equity Award | Shares/Units | Vesting / Performance | Market Value Context |
|---|---|---|---|
| Unvested RSUs (total) | 8,961 | RSUs vest in equal annual installments, including 2024 grant tranches through Mar 1, 2027 | Closing price $271.42 at 12/31/2024 |
| Unearned PSUs (target, outstanding) | 15,622 | 2023 cycle vests Mar 1, 2026 (0–150%); 2024 cycle vests Mar 1, 2027 (0–150%) | |
| 2022 PSUs | 7,326 earned | Vested Mar 1, 2025 at 109.1% of target | Value realized reflects stock appreciation and dividends |
Vesting schedule examples:
- 2024 RSUs: vest Mar 1, 2025/2026/2027 (equal installments) .
- 2023 RSUs: remaining vests Mar 1, 2025 and Mar 1, 2026 .
- 2022 RSUs: next vest Mar 1, 2025 .
- 2023 PSUs: performance period 2023–2025; vests Mar 1, 2026 (0–150%) .
- 2024 PSUs: performance period 2024–2026; vests Mar 1, 2027 (0–150%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 1, 2025) | 15,301 shares; <1% of outstanding (33,118,365 shares outstanding) |
| Unvested RSUs (12/31/2024) | 8,961 |
| Outstanding PSUs (target) (12/31/2024) | 15,622 |
| Ownership guideline | 3.5x base salary for President; Schneider at 11.9x (in compliance) |
| Hedging / pledging | Prohibited by policy; officers and directors may not hedge or pledge Primerica stock |
| 10b5-1 trading plan | Schneider was party to a Rule 10b5-1 plan in 2024 |
Ownership policy and retention mechanics:
- Executives must retain 75% of net shares from equity awards until guidelines are met; PSUs do not count toward guideline until earned .
Employment Terms
| Term | President / Other NEOs |
|---|---|
| Agreement term | Initial 3-year term; thereafter annual auto-renewals (Schneider’s initial term expired Jan 5, 2018 and auto-renews annually) |
| Base salary reference | $550,000 for Schneider, subject to annual review and potential increase/decrease |
| Target bonus | Set annually by the Compensation Committee |
| Severance (without cause / good reason) | Lump sum equal to 100% of salary + target bonus; plus accrued and pro-rated bonus and COBRA-equivalent health benefits (release required) |
| Change of control (double-trigger) | 150% of salary + target bonus if termination without cause/for good reason within 6 months before or 2 years after a CoC; accrued and pro-rated bonus; health benefits (release required) |
| Equity upon certain terminations | Outstanding long-term incentive awards vest on termination without cause, death/disability, or for good reason |
| Restrictive covenants | Confidentiality, non-solicit, and non-compete (18 months after termination) |
| “Cause” / “Good Reason” definitions | Detailed definitions govern severance eligibility |
| Change of Control definition | Broad CoC triggers enumerated (e.g., 35%+ beneficial ownership; board turnover; asset sale; merger/reorg where pre-Co. holders own ≤50%) |
Governance and clawbacks:
- Stand-alone Incentive Compensation Recovery Policy (NYSE-compliant) and broad clawbacks in the 2020 Incentive Plan .
- Policies prohibit hedging, pledging, and short-selling of company stock by employees, officers, and directors .
Compensation Structure Details (Design Signals)
| Element | Structure / Signal |
|---|---|
| Mix of pay | Majority performance-based; annual cash tied to four corporate metrics; long-term equity 50% RSUs / 50% PSUs |
| STIP metrics & alignment | Adjusted operating revenues, adjusted net operating income, ROAE, and sales force size; 2024 payout at 147.4% indicates strong goal achievement |
| LTIP metrics & horizon | 3-year PSU metrics (average ROAE and average annual adjusted operating EPS growth) reinforce durable returns and earnings growth |
| Discretion | ±20% individual modifier in STIP to reflect personal performance; used sparingly (applied to COO in 2024) |
| Shareholder safeguards | No tax gross-ups; no single-trigger CoC; no SERP; broad clawbacks; stock ownership and holding requirements |
Performance & Track Record (Company context during Schneider’s tenure)
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Adjusted Operating Revenues ($mm) | 2,754.8 | 3,035.9 | +10.2% YoY |
| Adjusted Net Operating Income ($mm) | 596.0 | 680.9 | +14.2% YoY |
| Diluted Adjusted Operating EPS ($) | 16.47 | 19.84 | +20.5% YoY |
| ROAE (Adjusted) | 27.2% | 31.2% | Incentive metric |
| Life-Licensed Sales Force (year-end) | 141,572 | 151,611 | +7.1% YoY; incentive metric |
| Total Stockholder Return (TSR) | 47.1% | 33.6% | 5-year TSR 122.6% |
Additional 2024 shareholder returns:
- ~$425mm in share repurchases and dividend raised 26.9% to $3.30 per share .
Say-on-Pay, Peer Benchmarking, and Shareholder Feedback
- Say-on-Pay support: ~95.1% approval at the 2024 Annual Meeting .
- Peer benchmarking: Compensation Committee reviews a tailored peer set spanning life/health insurers, insurance brokers, and wealth advisors to reflect Primerica’s unique model; peers include CNO Financial, Globe Life, Principal Financial, Arthur J. Gallagher, Brown & Brown, Ameriprise, LPL, Raymond James, Stifel, among others .
- Shareholder engagement: Regular outreach on governance and compensation; strong support reported .
Investment Implications
- Pay-for-performance is operating as designed: 2024 STIP paid at 147.4% against four corporate metrics while 3-year PSUs focus on ROAE and EPS growth; Schneider’s 2022 PSU tranche earned 109.1% with meaningful value uplift from stock appreciation, aligning management and shareholder outcomes .
- Retention risk appears moderate-to-low: Significant unvested RSUs/PSUs outstanding through 2027, ownership at 11.9x salary above the 3.5x guideline, and enforceable 18-month non-compete, all supported by double-trigger CoC provisions (1.5x salary+bonus) .
- Selling pressure watch: Programmatic 10b5-1 plan use and scheduled RSU/PSU vesting (notably Mar 1 in 2025–2027) may create periodic liquidity, but hedging/pledging is prohibited and holding requirements apply, limiting misalignment risk .
- Governance risk is low: Strong shareholder support for pay, robust clawbacks, no tax gross-ups or single-trigger benefits, and no options outstanding mitigate red flags .