Sanjeev Dheer
PrimericaAbout Sanjeev Dheer
Independent director of Primerica, Inc. since October 2019; age 65. Founder and CEO of CENTRL, Inc., with prior leadership in digital payments (founded CashEdge; led CashEdge within Fiserv), management consulting (McKinsey principal), and payments consulting for Apple. Education: MBA (Stanford, Arjay Miller Scholar), MA Computer Science (CUNY Queens College), MA Economics (Washington State), BA/MA History (Delhi University); authored 14+ patents. Core board-relevant credentials: technology, strategic planning, and sales/marketing.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CENTRL, Inc. | Founder & CEO | Sep 2015–present | Third‑party risk management software; CEO operator perspective |
| Apple Inc. (consultant) | Payments area consultant | Jul 2014–Aug 2015 | Payments domain expertise |
| Fiserv (CashEdge division) | Division lead (CashEdge business) | Sep 2011–Jun 2013 | Integration/operator at scale |
| CashEdge, Inc. | Founder; CEO | Nov 1999–2011 | Pioneer in bank payments products; exit to Fiserv |
| McKinsey & Co. | Principal | Sep 1992–Oct 1999 | Strategy/operations advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CENTRL, Inc. (private) | Founder & CEO | Sep 2015–present | No Primerica related‑party transactions disclosed |
| Public company boards | None | — | No current or prior public company directorships noted for Dheer |
Board Governance
- Committee assignments: Audit Committee (member); Compensation Committee (member). Not designated an “Audit Committee Financial Expert.” Committee meetings held in FY2024: Audit 8; Compensation 8.
- Independence: Listed as Independent director.
- Attendance and engagement: Each director attended 90%+ of aggregate Board/committee meetings in FY2024; all directors attended the 2024 Annual Meeting.
- Tenure: Director since October 2019.
- Expertise matrix: Technology; Strategic Planning; Sales & Marketing marked for Dheer.
- Compensation Committee governance: Member of committee issuing the CD&A; committee uses independent consultant Pearl Meyer; no consultant conflicts of interest; Compensation Committee interlocks: none.
Fixed Compensation (Director)
| Component | 2024 Amount/Detail | Source/Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non‑employee director retainer |
| Audit Committee member fee | $15,000 | Member fee (non‑chair) |
| Compensation Committee member fee | $10,000 | Member fee (non‑chair) |
| Total cash fees (Dheer) | $125,000 | Matches role assignments above |
| Annual equity grant (RSUs/DSUs) | $150,000 grant value | 684 units at $219.21 (grant 5/8/2024); vests quarterly over 1 year |
| Equity recognized (Dheer) | $149,940 | 2024 stock award value reported |
| Other compensation (Dheer) | $1,418 | Dividends on unvested equity |
| Total 2024 director compensation (Dheer) | $276,357 | Sum of cash, equity, other |
Policy notes:
- No meeting fees; mix intentionally skewed to equity for alignment.
- Director equity vests time‑based; quarterly installments; final tranche no later than next Annual Meeting.
Performance Compensation (Director)
| Feature | Status | Evidence |
|---|---|---|
| Performance‑based stock awards (PSUs) | Not used for directors (RSUs only) | Director equity described as RSUs/DSUs; no options/PSUs disclosed for directors |
| Options | Not used for directors | No options in director program |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (for Dheer) |
| Committee interlocks | None among Compensation Committee members (incl. Dheer) |
| Overboarding policy | Max 4 public boards; Audit members max 3 audit committees; Dheer complies (no other public boards) |
Expertise & Qualifications
- Technology and product leadership in consumer‑facing digital financial services; founded CashEdge and led through acquisition by Fiserv.
- Operator of TPRM software company (CENTRL) relevant to ERM and vendor oversight.
- Strategy background (McKinsey principal).
- Education: MBA (Stanford, Arjay Miller Scholar); MA CS (CUNY Queens); MA Economics (Washington State); BA/MA History (Delhi).
- 14+ patents authored (innovation indicator).
Equity Ownership
| Metric | Dec 31, 2024 | Mar 1, 2025 |
|---|---|---|
| Beneficial ownership (shares) | — | 4,287 |
| Percent of shares outstanding | — | <1% (asterisked in table) |
| Unvested RSUs/DSUs | 342 units (grant 5/8/2024) | 171 RSUs not vesting within 60 days (implies half vested by Mar 1) |
| Ownership guideline (5x cash retainer) | Company states all non‑employee directors (except Mr. Wilson) exceed guideline | Dheer meets guideline |
| Hedging/pledging | Prohibited by policy for directors | Aligns incentives; no pledging permitted |
Related-Party & Conflicts Screen
- No related‑party transactions disclosed involving Dheer or entities he controls (e.g., CENTRL). The only related‑party items noted involve another director (Addison) and LegalShield, plus disclosed consulting and family employment; Audit Committee oversees related‑party policy.
- Compensation Committee interlocks: none.
- Section 16 compliance: Company reports Reporting Persons complied in FY2024, with one late Form 4 by the Chief Accounting Officer (not a director); no issues cited for Dheer.
Governance Assessment
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Strengths for investor confidence:
- Independent director with 5+ years tenure; strong attendance (90%+); engaged on Audit and Compensation—key oversight posts.
- Technology and fintech/payments expertise strengthens digital, ERM, and product oversight; skill matrix confirms fit.
- Pay alignment: Director comp mix emphasizes equity; ownership guidelines met; prohibitions on hedging/pledging strengthen alignment.
- Compensation governance: member of a fully independent Compensation Committee using independent consultant (no conflicts); Say‑on‑Pay support at 95.1% in 2024 indicates positive shareholder sentiment.
- No related‑party or interlock red flags disclosed for Dheer.
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Watch items / monitoring:
- External CEO role at private software firm (CENTRL) could create potential vendor or data/third‑party risk overlap; no related‑party transactions disclosed to date—continue monitoring future proxies/8‑Ks for any such engagements.
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Overall: Governance profile supports board effectiveness (independent, relevant domain expertise, core committee service) with no identified conflicts; alignment mechanisms (equity, ownership guidelines, hedging/pledging bans) are robust.