Stacey K. Geer

About Stacey K. Geer

Executive Vice President, Chief Governance and Risk Officer and Corporate Secretary at Primerica. As Chief Governance and Risk Officer, she leads enterprise risk management governance (including chairing the Business Risk and Control Committee), provides quarterly risk heatmaps/updates to the Board and committees, and supports audit oversight processes; as Corporate Secretary, she oversees stockholder communications and proxy-related procedures . Her role is documented in Primerica filings in 2019 and continues through the 2025 proxy, underscoring continuity in governance leadership . Company performance context for fiscal 2024: adjusted operating revenues +10.2%, adjusted net operating income +14.2%, ROAE 31.2%, stock price +31.9%, total stockholder return 33.6% .

Past Roles

External Roles

No public company directorships or external roles for Geer are disclosed in the 2025 or 2024 proxy statements.

Equity Ownership & Alignment

• Insider trading policy prohibits hedging, short sales, pledging, and margin accounts for employees, officers, and directors; officers/directors may use Rule 10b5-1 trading plans (CEO and President disclosed plans in fiscal 2024) .
• Executive stock ownership guidelines require holding a multiple of salary; until satisfied, executives must retain 75% of net shares from equity awards; PSUs excluded from guideline compliance calculation .
• Directors and executive officers as a group (13 people) beneficially owned 202,714 shares as of March 1, 2025; each individual listed was under 1% of shares outstanding (33,118,365 shares) .

Employment Terms

• Restrictive covenants: executives are subject to confidentiality, non-solicit, and non-compete restrictions during employment and for 18 months post-termination (two years for CEO). Non-compete scope extends to network marketing of life/auto/property insurance, mutual funds, variable annuities, or similar securities in the U.S., Canada, and territories where Primerica operates .
• Clawbacks: Incentive Compensation Recovery Policy adopted in 2023 (NYSE-compliant); 2020 Incentive Plan authorizes clawback/forfeiture of cash/equity if awards were granted/vested/paid based on performance criteria later invalidated due to fraud/misconduct, restatement, or significant non-ordinary write-offs; Board may adopt broader recoupment policies .
• Insider trading and pre-set plans: policy bars hedging/pledging; Rule 10b5-1 plans permitted to facilitate diversification (2024 plans disclosed for CEO and President) .

Investment Implications

• Alignment: Strong company-wide guardrails (hedging/pledging prohibitions; ownership guidelines; clawbacks) reduce misalignment and mitigate insider selling pressure, supportive of long-term orientation in governance roles like Geer’s .
• Retention and execution: The enterprise risk leadership structure (BRCC chaired by Chief Governance and Risk Officer; quarterly risk reporting) embeds Geer at the core of risk and governance execution—key for sustaining operating discipline amid growth and capital return programs .
• Trading signals: While 10b5-1 plans are allowed, the proxy only discloses such plans for the CEO and President in 2024; absence of disclosed plans for Geer, coupled with prohibitions on hedging/pledging, suggests limited forced selling risks from leverage or hedging constructs .
• Data gaps: Geer is not a named executive officer; individual compensation, equity grants, severance and change-of-control terms are not disclosed, constraining direct pay-for-performance assessment specific to her role. Broader executive program design (metrics, vesting) applies to NEOs and may not directly map to Geer .