Tracy X. Tan

About Tracy X. Tan

Executive Vice President and Chief Financial Officer of Primerica, Inc. since December 20, 2023; joined the Company on October 16, 2023 as EVP, Finance. As of the 2025 proxy, tenure is 1.2 years in current role and 1.5 years at the Company; education and age are not disclosed in the proxy materials . Compensation is explicitly tied to corporate performance with 2024 short‑term incentives paid at 147.4% of target based on adjusted operating revenues, adjusted net operating income, ROAE, and sales force size, with a ±20% personal modifier; adjusted net operating income is cited as the most important driver of executive pay . Long‑term incentives use PSUs earned equally on average ROAE and average annual adjusted operating EPS growth over 2024–2026; the prior 2022–2024 PSU cycle (pre‑CFO tenure) paid out at 109.1% based on average ROAE of 26.7% and EPS growth of 12.2% .

Past Roles

External Roles

Not disclosed in the proxy; no external directorships or roles for Ms. Tan are detailed in the available filings .

Fixed Compensation

Notes:

• For 2025, Compensation Committee increased total target direct compensation for the CFO and President by a weighted average 12.7%, including average increases of 12.9% to incentives and 11.9% to base salary (individual CFO base not itemized) .

Performance Compensation

Short‑Term Incentive (Cash)

Long‑Term Incentive (Equity)

2022–2024 PSU cycle results (not applicable to Ms. Tan): payout factor 109.1% based on average operating ROAE 26.7% and average annual EPS growth 12.2% .

Grants of Plan‑Based Awards (FY2024)

Stock Vested (FY2024)

Equity Ownership & Alignment

Employment Terms

Potential Payments (Assuming termination on Dec 31, 2024)

Note: Equity values based on $271.42 closing price on Dec 31, 2024; PSUs for 2022–2024 reflect earned shares; other outstanding PSUs assumed at target .

Multi‑Year Compensation Summary (SCT)

Vesting Schedules and Insider Selling Pressure

• Hedging and pledging are prohibited; executives must retain 75% of net shares until ownership guideline compliance, dampening forced selling. Ms. Tan’s reported multiple of salary owned was 2.8× versus a 2.5× guideline as of March 1, 2025; PSUs do not count toward guidelines .

Governance, Benchmarking, and Say‑on‑Pay Signals

• Pay practices emphasize performance; no single‑trigger CoC payments; no excise tax gross‑ups; limited perquisites; stock ownership guidelines apply; hedging/pledging prohibited .
• Say‑on‑Pay support remained high: approximately 95.1% approval at the 2024 Annual Meeting; Committee reported no changes in response .
• Compensation targets for CFO and President raised for 2025 following market review and value‑creation track record; CEO circumstances discussed separately .

Investment Implications

• Alignment: Strong pay‑for‑performance architecture—short‑term cash keyed to four operating metrics and long‑term PSUs tied to ROAE and adjusted EPS growth—supports durable shareholder alignment; CFO’s 2024 bonus precisely matched corporate factor with no disclosed personal override, reinforcing formulaic rigor .
• Retention risk: Employment agreement with auto‑renewals, an 18‑month non‑compete, and double‑trigger CoC severance of 1.5× salary+target bonus presents moderate retention security; equity vesting values under CoC further stabilize retention economics .
• Trading signals: Upcoming RSU deliveries on March 1, 2026 and March 1, 2027 and PSU cliff in March 2027 could create scheduled liquidity events; however, hedging/pledging prohibitions and ownership guidelines (2.5× multiple requirement; 2.8× owned as reported) mitigate near‑term insider selling risk .
• Execution track record: Company achieved 147.4% corporate performance payout for FY2024 and, in the prior PSU cycle, averaged ROAE of 26.7% and EPS growth of 12.2%, indicating operational momentum supporting incentive realizations during CFO’s tenure initiation .