NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be Held on May 11, 2022. The Proxy Statement and the 2021 Annual Report to Stockholders are available free of charge at www.proxyvote.com.

TABLE OF CONTENTS

PROXY SUMMARY

PROXY SUMMARY

PROXY SUMMARY

PROXY SUMMARY

Board Structure

Stockholder Rights

Other Highlights

PROXY SUMMARY

PROXY SUMMARY

MATTERS TO BE VOTED ON

Proposal 1:

Election of Directors

See “Board of Directors” beginning on page 24 for more information.

We ask that our stockholders elect the eleven director nominees named below to our Board of Directors to serve a one-year term commencing at the Annual Meeting. Our Board of Directors has adopted majority voting for directors in uncontested elections. As a result, each director

will be elected by a majority of the votes cast, meaning that each director nominee must receive a greater number of shares voted “FOR” such director than the shares voted “AGAINST” such director. If an incumbent director does not receive a greater number of shares voted “FOR” such director than shares voted “AGAINST” such director, then such director must tender his or her resignation to the Board. In that situation, the Corporate Governance Committee of our Board (the “Corporate Governance Committee”) would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. Within 90 days from the date the election results are certified, the Board will act on the Corporate Governance Committee’s recommendation and will publicly disclose its decision and the rationale behind its decision. In a contested election – a circumstance we do not anticipate at the Annual Meeting – director nominees are elected by a plurality vote. Any shares that are not voted (whether by abstention or otherwise) will have no impact on the outcome of the vote. The following table provides summary information about each director nominee, each of whom currently serves on our Board except for Ms. Amber Cottle.

MATTERS TO BE VOTED ON

Each director nominee attended more than 91% of the aggregate of all meetings of our Board of Directors and each committee of which he or she was a member during fiscal 2021.

Ms. Cottle has been nominated for election to our Board in May 2022. Mr. Dheer was elected to our Board in October 2019. Mr. G. Williams was elected to our Board and promoted to Chief Executive Officer as of April 1, 2015. The remaining eight director nominees have served at least since our Annual Meeting of Stockholders held in 2014. Unless otherwise instructed, the members of the Proxy Committee (as defined in “Information About Voting and the Annual Meeting”) will vote the proxies held by them “FOR” the election to our Board of Directors of the nominees named above.

Proposal 2:

Advisory Vote on Executive Compensation (Say-on-Pay)

See “Executive Compensation” beginning on page 43 for more information.

We most recently sought stockholder approval of the compensation of the executive officers named in this Proxy Statement (referred to as our named executive officers) at our Annual Meeting of Stockholders held on May 12, 2021 (the “2021 Annual Meeting”), at which time approximately 95.1% of votes cast were in favor thereof. In addition, in May 2017 our stockholders supported the Board’s recommendation to hold an annual Say-on-Pay vote. As a result, the next Say-on-Pay vote (after that taken at the Annual Meeting) will take place at the 2023 Annual Meeting. The Say-on-Pay

vote is not binding on the Company, our Board of Directors or the Compensation Committee. Our Board and the Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

As described in detail under “Executive Compensation — Compensation Discussion and Analysis (“CD&A”)”, our executive compensation program is designed to attract, motivate and retain our named executive officers, each of whom is critical to our success. Under this program, our named executive officers are rewarded for the achievement of specific annual, long-term, strategic and corporate goals as well as the realization of increased stockholder value. The Compensation Committee continually reviews and modifies our executive compensation program to ensure that it achieves the desired goals of aligning executive compensation with our stockholders’ interests and current market practices. Please read the CD&A section of this Proxy Statement for additional details about our executive compensation program, including information about the compensation of our named executive officers for fiscal 2021.

The advisory vote in this resolution is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our named executive officers, as well as the philosophy, policies and practices described in this Proxy Statement. Our stockholders may vote for or against, or abstain from voting on, the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and any related material disclosed in such proxy statement.”

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Proposal 3:

Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm

See “Audit Matters” beginning on page 80 for more information.

We ask that our stockholders ratify the appointment of KPMG as our independent registered public accounting firm for fiscal 2022.

The Audit Committee has authority to retain and terminate the Company’s independent registered public accounting firm. The Audit Committee has appointed KPMG as our independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for fiscal 2022, as well as the Company’s internal control over financial reporting. Although stockholder ratification of the appointment of KPMG is not required, our Board of Directors believes that submitting the appointment to our stockholders for ratification is a matter of good corporate governance. If our stockholders do not ratify the appointment of KPMG, then the Audit Committee will reconsider the appointment. KPMG billed us an aggregate of $3.9 million in fiscal 2021 and $3.4 million in fiscal 2020.

One or more representatives of KPMG are expected to be present at the Annual Meeting. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.

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Our Board oversees the business and affairs of the Company, aligns management and stockholder interests and is driven by the directors’ belief that good corporate governance is a critical factor in our continued success. Through the Governance section of our investor relations website at https://investors.primerica.com, our stockholders have access to key governing documents such as our Code of Conduct, Corporate Governance Guidelines and the charters of each committee of the Board.

Board Structure

Our Board currently consists of eleven directors. The Company’s governance documents provide our Board with flexibility to select the appropriate leadership structure for the Company. The Company has a non-executive Chairman of the Board and an independent Lead Director. Our Board believes that this structure is the most appropriate leadership structure for the Company at this time and is in the best interests of our stockholders because it provides decisive and effective leadership and, when combined with the

Company’s other governance policies and procedures, provides appropriate opportunities for oversight, discussion and evaluation of decisions and direction by our Board.

Mr. R. Williams has served as non-executive Chairman of the Board since April 2015. He previously served as Chairman of the Board and Co-Chief Executive Officer. Mr. G. Williams has served as Chief Executive Officer since April 2015. He previously served as President from 2005 through March 2015. Mr. Benson, one of our independent directors and Chairman of the Corporate Governance Committee, has served as the Lead Director of our Board since February 2014, and he joined our Board in April 2010. As the primary interface between management and our independent directors, the Lead Director provides a valuable supplement to the non-executive Chairman and the Chief Executive Officer roles and serves as a key contact for the non-employee directors, thereby enhancing our Board’s independence from management. The responsibilities of our Chairman of the Board and our Lead Director are set forth below.

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All directors play an active role in overseeing the Company’s business both at our Board and committee levels. In addition, directors have full and free access to members of management, and our Board and each committee has authority to retain independent financial, legal or other advisors as they deem necessary without consulting, or obtaining the approval of, any member of management. Our Board holds separate executive sessions of its non-employee directors and of its independent directors at least annually.

Board Diversity

Diversity is very important to us. We strive to offer an inclusive business environment that benefits from diversity of people, thought and experience. This also holds true for our Board. As of December 31, 2021, 27% of our Board members were racially or ethnically diverse and 27% of our Board members were women. With the election of Ms. Cottle, a new director nominee, over 36% of our Board members will be women. See page 37 for additional information on the diversity of our Board.

Pursuant to our Corporate Governance Guidelines, our Board annually reviews the appropriate skills and characteristics of its members in light of the current composition of our Board, and diversity is one of the factors used in this review. Our Board Diversity Policy requires the Board to consider Board candidates based on merit against objective criteria tied to the needs of the Board and the Company while giving due regard to diverse characteristics such as gender, race, ethnicity, country of origin, nationality or cultural background and other personal characteristics. In addition, in identifying a director candidate, the Corporate Governance Committee and our Board consider and discuss diversity, among the other factors discussed under “— Director Nomination Process,” with a view toward the role and needs of our Board as a whole. Further, pursuant to our Board Diversity Policy, diverse Board candidates are required to be considered whenever the Board commences a director search.

Board Evaluation Process

Our Corporate Governance Guidelines require that the Corporate Governance Committee conduct an annual review of Board performance and further requires that each standing committee conduct an annual evaluation of its own performance. To facilitate those evaluations, each independent committee prepares a written self-assessment questionnaire that is completed by the members of the committee. In addition, the Corporate Governance Committee prepares a written Board assessment questionnaire that is completed by all members of the Board. The questions are designed to gather suggestions to improve Board and committee effectiveness and solicit additional feedback. The Board self-assessment is conducted at a different time during the year than the committee self-assessments, so that the directors have adequate time to reflect on the functioning of the Board as a whole. The Company’s Corporate Secretary compiles the results of each self-assessment and shares those results with all directors. The committee chairs lead discussions during their committee meetings of the results of the self-assessments, highlighting areas that require additional attention. The Corporate Governance Committee discusses the Board self-assessment and the Lead Director leads a discussion of the self-assessment among the full Board. Management then discusses with the Lead Director any specific items that require additional attention and a plan is developed to address such action items.

In fiscal 2021, the Corporate Governance Committee retained a third party to facilitate an in-depth Board self-assessment, consistent with the process it followed during the fiscal year ended December 31, 2019 (“fiscal 2019”). The third party met in person with each director individually and solicited feedback on Board function and meetings, composition, leadership, as well as other matters. The facilitator then compiled results from the interviews and provided an oral report to each of the Corporate Governance Committee and the Board of Directors with recommendations for improvement. The Corporate Governance Committee expects to continue to use a third- party facilitator to conduct the Board self-assessment on a bi-annual basis.

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Board’s Role in Risk Oversight

Our Board is ultimately responsible for overseeing the Company’s management of the various risks facing the Company as well as the Company’s compliance culture and overall risk tolerance. The Board has delegated to the Audit Committee responsibility for regularly monitoring the oversight of our enterprise risk management (“ERM”) program, including ensuring that all risk

areas are being monitored by senior management and that all risk management matters are reported to the Board or the appropriate Board committee and addressed as needed. The Board and each Board committee actively oversee and monitor the management of risks that could impact the Company’s operations in connection with their respective subject matter areas as illustrated in the following graphic.

Management identifies, assesses and assigns responsibility for risk management through our enterprise risk assessment process and internal control environment. In fiscal 2021, management’s Business Risk and Control Committee regularly monitored the material risk areas facing the Company and assessed the risk heatmap and watch list at least quarterly. Our Chief Risk Officer presented a risk profile and quarterly status updates to the Board and provided information for review by each Board committee that has oversight responsibility for one or more key risks. Annually, management re-evaluates the Company’s significant risk areas, defines mitigating controls, assigns risks to an enterprise risk owner and reviews the results with the Audit Committee and the Board of Directors. In addition, at the Board’s request, management provides a quarterly update on significant risk areas, which includes an assessment of cybersecurity and privacy risks and an overview of legal and regulatory matters. At least annually, this presentation includes

additional information on cybersecurity, including system readiness and protection, our incident response plan, internal training exercises and recovery plans.

Our Chief Internal Auditor reports directly to the Audit Committee. She presents quarterly to the Audit Committee with respect to internal audit findings and recommendations and meets in executive session with the Audit Committee at least quarterly. The Audit Committee uses the results of its discussions with our Chief Internal Auditor to monitor the Company’s internal audit plan.

Stockholder Engagement

In late fiscal 2021, we invited the Company’s largest stockholders, which together represented over 70% of our outstanding shares, to speak with management and, if requested, the Lead Director about topics important to them. Specific topics covered during these conversations included Board diversity, the impact of and our

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response to the COVID-19 pandemic and other governance matters, executive compensation, and ESG matters (including human capital management; diversity, equality and inclusion; data privacy; and climate-related risks). We were pleased with the stockholder feedback, which indicated that our stockholders are generally satisfied with the Company’s corporate governance and executive compensation

practices as well as the format and content of the Company’s proxy statement and Corporate Sustainability Report. To enable the Board and its committees to consider direct stockholder feedback, information about these investor conversations is shared with the Board and its committees. The table below describes requests received during these conversations and our responses to those requests.

Oversight of ESG Matters

The Board of Directors has delegated to the Corporate Governance Committee responsibility for oversight of the Company’s social, environmental and sustainability initiatives. As a result, the Corporate Governance Committee meets regularly with those members of

management who have responsibility for such initiatives. Further, the Corporate Governance Committee receives regular updates on the Company’s efforts with respect to employee engagement and wellness and improving diversity, equality and inclusion among its employees and the sales force.

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In December 2021, the Company published its annual Corporate Sustainability Report, which has been posted on the Governance section of our investor relations website at https://investors.primerica.com. This report contains the Sustainability Accounting Standards Board (“SASB”) disclosure metrics that we believe are most relevant to our industry and business model. We elected to use the SASB metrics over other available frameworks because of its focus on certain areas that we believe are material to our business. Beginning in 2021, we added to our Corporate Sustainability Report information in line with TCFD, including our Scope 1 and Scope 2 GHG emissions.

Human Capital Management

Supporting Employee Engagement and Wellness

For nine consecutive years, Primerica has been named by the Atlanta Journal Constitution as a regional Top Workplace based on its annual top workplaces employee survey. In 2022, we were again nationally recognized as a Top Workplace USA by the employee engagement service partner that conducted the regional survey.

In order to monitor employee satisfaction, we conduct annual employee engagement surveys and provide detailed results to management and our Board. Changes to policies, programs, and benefits packages are made based on this feedback. Our annual Town Hall meeting series, normally held in-person at our U.S. and Canadian headquarters, provides an opportunity to employees to hear Company updates and ask questions of senior management. Throughout the COVID-19 pandemic, our Chief Executive Officer has provided frequent video messages to all employees and, together with our President, he converted our annual Town Hall employee meetings into a Company-wide virtual Town Hall meeting with all employees.

After nearly two years of working in a predominately remote work environment, our employees are gradually repopulating our facilities beginning in the first quarter of 2022. In an effort to safely manage our business while also balancing the emerging trends of a global workforce, we are providing employees with new

“hybrid” work alternatives. Additionally, we have adopted a safe workplace policy with appropriate health measures to keep our employees and visitors safe. We continue to closely monitor the evolving recommendations from the Centers for Disease Control and Prevention and other relevant agencies.

Our Chairman and Lead Director hold bi-weekly meetings with our Chief Executive Officer and President to remain informed about, among other things, the Company’s actions to keep employees safe and engaged as we transition to an in-person work environment that differs from that which we operated before the COVID-19 pandemic.

Diversity, Equality and Inclusion (“DEI”)

We strive to create a workplace that offers a wide range of opportunities for employees and is open, collaborative and inclusive. In 2019, 2020 and 2021, we were recognized by Forbes as a “Best Employer for Women” and in 2021 Forbes recognized us as a “Best Employer for Diversity.” Additionally, we were named to the Bloomberg Gender Equality Index in each of 2020, 2021 and 2022.

Our Chief Administrative Officer is responsible for development and implementation of our DEI strategy. At the center of our DEI efforts is identifying, developing, and mentoring diverse talent, while also ensuring that our people-related policies and practices allow all employees to thrive at Primerica. We are working to empower and incentivize our senior leaders to engage with this strategy. To further advance our DEI agenda, we introduced several new initiatives in fiscal 2021 including:

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For information about the diversity of our U.S. employees, see “Item 1. Business — Human Capital Management —Employees” in our 2021 Annual Report.

The independent sales force is extremely diverse, as it reflects the communities in which the sales representatives live and work. Further, the independent sales force utilizes specialized groups to encourage professional and personal growth and development, including “Women in Primerica”, the “African American Leadership Council” and the “Hispanic American Leadership Council”, which we refer to as our Strategic Markets. These groups provide opportunities for networking and mentorship, sales and business management training and deep learning opportunities customized for these respective market segments. Additional information about sales force initiatives is available in our 2021 Corporate Sustainability Report on the Governance section of our investor relations website at https://investors.primerica.com.

Talent Development and Succession Planning

We believe employees are highly satisfied with Primerica, as reflected by our employee retention rate in 2021 (which excludes employees of e-TeleQuote, which we acquired on July 1, 2021) of 89%. Many employees have been with Primerica for over 20 years, a result of a continued high employee retention rate. The tenure of the Company’s named executive officers ranges from 21 years to 41 years, with an average tenure of over 30 years.

The result of this longevity and loyalty is that many employees will reach retirement age over the coming years. Management is committed to a strong culture that reflects diversity, equality and inclusion while ensuring that our succession planning and internal and external talent pipeline identification processes incorporate these values. We have become increasingly intentional in our effort to increase diversity at

the management level. Additional information about our talent development initiatives can be found in our 2021 Corporate Sustainability Report on the Governance section of our investor relations website at https://investors.primerica.com.

Our Board of Directors maintains a succession plan for the Chief Executive Officer and other key members of management, which includes a contingency plan if the Chief Executive Officer were to depart unexpectedly. At least annually, the Corporate Governance Committee reviews the succession plan and leadership pipeline for these key roles, taking into account the Company’s long-term corporate strategy. In addition, the Corporate Governance Committee oversees the Company’s talent development initiatives. Board members also engage and spend time with our high potential leaders at Board meetings and other events.

Our Corporate Culture

We recognize the importance of doing business the right way. Further, we believe corporate culture influences employee actions and decision-making. This is why we dedicate resources to:

The Company has a Code of Conduct, which applies to all employees, directors, and officers of the Company and its subsidiaries (except for employees and officers of e-TeleQuote, which is still operating under its own Code of Conduct). All employees receive mandatory training on our Code of Conduct, which is posted on the Governance section of our investor relations website at https://investors.primerica.com and is available in print, free of charge, to our stockholders who request a copy. As independent

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contractors, members of the sales force are not subject to our Code of Conduct but they must comply with a number of policies and procedures that are similar to standards set forth in our Code of Conduct. The Company also has made available to our employees and the sales force an Ethics Hotline, which can be accessed by phone or email and permits employees to anonymously report a violation of our Code of Conduct. Any changes to our Code of Conduct will be posted on our investor relations website.

Documenting and bolstering certain aspects of our Code of Conduct is our Equal Employment Opportunity and Anti-Harassment Policy, which includes information about complaint and investigation procedures relating to alleged discrimination incidents. The policy also defines the role of the Board of Directors with respect to alleged violations of such policy.

Our employees consistently give the Company high scores for “operating by strong values.” We are proud of our corporate culture and we work hard to instill upon our representatives and employees the importance of doing the right thing – for our clients as well as our other stakeholders.

Environmental Responsibility

Our business as a life insurance and financial services company, by its nature, does not have a significant impact on the environment. Nevertheless, we recognize the significant challenges presented by climate change and the growing importance of this issue to investors and the communities we serve. We will continue our efforts, such as electronic document delivery to our clients, energy efficiency at our corporate headquarters, robust recycling initiatives and promotion of transportation alternatives and flexible working options, which reduce our impact on the Earth’s resources. In late 2021, we retained a third-party consultant to facilitate a climate risk materiality assessment, which was completed in early 2022. We are reviewing the results of the assessment and considering possible changes to minimize potential risk and take advantage of opportunities.

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Director Independence

Independence Determinations

Mr. R. Williams and Mr. Addison served as the Company’s Co-Chief Executive Officers from 1999 through March 2015 and are independent under the standards set forth by the New York Stock Exchange (“NYSE”) and the Company’s Corporate Governance Guidelines. However, certain proxy advisory firms view former chief executive officers as permanently affiliated with the company they led and therefore never independent. As a result, the Board has elected to designate Mr. R. Williams and Mr. Addison as not independent. Mr. G. Williams, our Chief Executive Officer, is not independent because he is a member of management and an employee of the Company.

Our Board annually assesses the outside affiliations of each director to determine if any of these affiliations could cause a potential conflict of interest or could interfere with the independence of the director. Based on information furnished by all directors regarding their relationships with Primerica and its subsidiaries and research conducted by management and discussed with our Board with respect to outside affiliations, our Board has determined that none of the remaining directors who served on our Board during fiscal 2021 has or had a material relationship with Primerica other than through his or her role as director and, except as set forth above, each is independent because he or she satisfies:

A determination of independence under these standards does not mean that a director is disinterested under Section 144 of the Delaware General Corporation Law. Each director, relevant committee and our full Board may also consider whether any director is interested in any transaction brought before our Board or any of its committees for consideration.

Independence of Committee Members

Throughout fiscal 2021, the Audit, Compensation and Corporate Governance Committees have been fully independent in accordance with the NYSE Listed Company Manual and our Board’s director independence standards described above. In fiscal 2021, no member of these committees received any compensation from Primerica other than directors’ fees, and no member of the Audit Committee was or is an affiliated person of Primerica (other than by virtue of his or her directorship). Members of the Audit Committee meet the additional standards of audit committee members of publicly traded companies required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Throughout fiscal 2021, members of the Compensation Committee qualified as non-employee directors as defined in Rule 16b-3 under the Exchange Act.

Categorical Standards of Independence

The Company has established categorical standards of independence for our Board, which are described in our Corporate Governance Guidelines. To be considered independent for purposes of the director qualification standards: (i) the director must meet independence standards under the NYSE Listed Company Manual and (ii) our Board must affirmatively determine that the director otherwise has no material relationship with the Company, directly or as an officer, shareowner or partner of an organization that has a relationship with the Company.

To assist it in determining each director’s independence in accordance with the NYSE’s rules, our Board has established guidelines, which provide that a director will be deemed independent unless:

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Director Nomination Process

Our Board maintains a robust process in which the members focus on identifying, considering and evaluating potential Board candidates. Our Corporate Governance Committee leads this process, considering the Company’s current needs and long-term and strategic plans to determine the skills, experience and characteristics needed by our Board. The Corporate Governance Committee seeks input from other Board members and senior management, and also considers and evaluates any candidates recommended by our stockholders.

Our Board has determined that its members should bring to the Company a broad range of

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experience, knowledge and judgment. A successful Board candidate must be prepared to represent the interests of the Company and all of its stockholders. The factors considered by the Corporate Governance Committee and our Board in their review of potential candidates include whether:

The Corporate Governance Committee carefully reviews all current directors and director candidates in light of these factors based on the context of the current and anticipated composition of our Board, the current and anticipated operating requirements of the Company and the long-term interests of our stockholders. In reviewing a candidate, the Corporate Governance Committee considers the integrity of the candidate and whether the candidate would be independent as defined in our Corporate Governance Guidelines and the NYSE Listed Company Manual. The Corporate Governance Committee expects a high level of involvement from our directors and, if applicable, reviews a candidate’s service on other boards to assess whether the candidate has sufficient time to devote to Board duties.

The Corporate Governance Committee decides whether to further evaluate each candidate, which would include a thorough reference check, interviews, and discussions about the candidate’s qualifications, availability and commitment. Upon the completion of such evaluation, the Corporate Governance Committee makes a recommendation to our Board with respect to the election of a potential candidate to our Board. Our Board expects that all candidates recommended to our Board will have received the approval of all members of the Corporate Governance Committee.

Any stockholder who wishes to have the Corporate Governance Committee consider a candidate for election to our Board is required to give written notice of his or her intention to make such a nomination. For a description of the procedures required to be followed for a stockholder to nominate a director, see “Other Stockholder Information — Proxy Access Director Nominees” and “Other Stockholder Information — Other Proposals and Director Nominees.” A proposed nomination that does not comply with these requirements will not be considered by the Corporate Governance Committee. There are no differences in the manner in which the Corporate

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Governance Committee considers or evaluates director candidates it identifies and director candidates who are recommended by our stockholders.

Ms. Cottle, who has been nominated for election to the Board of Directors at the Annual Meeting, was recommended by Russell Reynolds Associates (“Russell Reynolds”), a third-party search firm. Russell Reynolds identified many candidates that were considered by the Corporate Governance Committee in accordance with our Director Nomination process. In addition, Russell Reynolds provided a summary of each candidate’s background qualifications, offered feedback with respect to the Corporate Governance Committee’s evaluation of each candidate and acted as the liaison between each candidate and the Company prior to the final candidate’s nomination.

Proxy Access

A stockholder or group of no more than 20 stockholders that has owned at least 3% of our common stock for at least three years may nominate directors to our Board and have the nominees included in our proxy materials to be voted on at our Annual Meeting of Stockholders. The maximum number of stockholder nominees that will be included in our proxy materials with respect to any such annual meeting is the greater of (i) two or (ii) 20% of directors to be elected. A stockholder who seeks to nominate a director or directors to our Board must provide proper notice to the Company’s Corporate Secretary under our By-Laws. See “Other Stockholder Information — Proxy Access Director Nominees” and “Other Stockholder Information — Other Proposals and Director Nominees.”

Majority Voting Standard for Director Elections

In an uncontested election, directors are elected by a majority of “FOR” votes cast by stockholders. (An uncontested election is an election where the number of nominees is the same as the number of directors to be elected.) If an incumbent director does not receive a

greater number of shares voted “FOR” such director than shares voted “AGAINST” such director, then such director must tender his or her resignation to the Board. In that situation, the Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. Within 90 days from the date the election results are certified, the Board will act on the Corporate Governance Committee’s recommendation and will publicly disclose its decision and the rationale behind its decision. In a contested election, director nominees are elected by a plurality vote. Under the plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes than other nominees are elected to the Board, regardless of whether they receive a majority of votes cast. An election is considered contested under our By-Laws if, outside of the proxy access process, a stockholder has submitted notice of a director nomination to the Company’s Corporate Secretary.

Communicating With Our Board of Directors

Our stockholders and other interested persons may communicate with our directors, or any specified individual director, by addressing such communications to them in care of the Company’s Corporate Secretary, at the Company’s principal executive office located at One Primerica Parkway, Duluth, Georgia 30099. Our stockholders and other interested persons may also communicate with our directors by sending an e-mail message as follows:

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In accordance with a policy approved by the Audit Committee, the Company’s Corporate Secretary (or, solely with respect to matters that are not reasonably likely to have legal implications for the Company, the Company’s Chief Compliance and Risk Officer) is required to:

If the correspondence is specifically marked as a private communication to our Board (or a specific member or members of our Board), then the Company’s Corporate Secretary will not open or read the correspondence and will forward it to the addressee. These procedures may change from time to time, and you are encouraged to visit our investor relations website at https://investors.primerica.com for the most current means of communicating with our directors.

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Board Meetings

During fiscal 2021, our Board held five meetings. Each director attended more than 91%, collectively, of the meetings of our Board and its committees on which he or she served during fiscal 2021. We expect our directors to attend each Annual Meeting of Stockholders absent extraordinary circumstances, and each director attended the 2021 Annual Meeting.

Board Committees

Our Board has four standing committees that assist it in carrying out its duties – the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Executive Committee. The charter of each committee is available through the Governance section of our investor relations website at https://investors.primerica.com and may be obtained, without charge, by contacting the Corporate Secretary, Primerica, Inc. , One Primerica Parkway Duluth, Georgia 30099.

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Director Service on Other Public Boards (Overboarding Policy)

Our Corporate Governance Guidelines state that directors shall limit other board memberships to a number which permits them, given their individual circumstances, to responsibly perform all of their director duties, with no director serving on the board of more than four publicly traded companies (inclusive of the Company’s Board). This is to ensure that our directors devote adequate time for preparation and attendance at Board and committee meetings, including the Annual Meeting of Stockholders. In addition, the Corporate Governance Guidelines prohibit members of the Audit Committee from serving on three public company audit committees, including the Audit Committee of the Board.    

The Corporate Governance Guidelines also state that if a director has a substantial change in

professional responsibilities, occupation or business association, he or she should notify the Corporate Governance Committee and offer his or her resignation from the Board. The Corporate Governance Committee will evaluate the facts and circumstances and make a recommendation to the Board whether to accept the resignation or request that the director continue to serve on the Board. If a director assumes a significant role in a not-for-profit entity, he or she should notify the Corporate Governance Committee.

The Corporate Governance Committee annually reviews the public, private and/or not-for-profit board memberships of each Board member in connection with their respective nomination by the Board for election to a one-year term at the Annual Meeting of Stockholders.

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Director Compensation

The Compensation Committee is responsible for reviewing and considering any revisions to director compensation. The Compensation Committee typically reviews a competitive market analysis of director compensation prepared by its independent compensation consultant at least bi-annually as part of its process of evaluating and setting compensation for non-employee directors. The review to occur in fiscal 2021 was postponed to fiscal 2022 due to the acquisition of e-TeleQuote in July 2021 and in February 2022 the Compensation elected not to recommend any changes to director compensation. See “Executive Compensation – Compensation Discussion and Analysis (“CD&A”) – the Compensation Setting Process – Compensation Consultant” for a discussion of the role of the Committee’s compensation consultant and its evaluation of potential conflicts of interest.

The Compensation Committee does not seek to benchmark or set compensation at any specific level relative to the peer data. Instead, the Compensation Committee uses this information primarily as background with respect to compensation plan design decisions and as a general reference point for pay levels. For a list

of the peer companies and a description of how they were selected, see “Executive Compensation – Compensation Discussion and Analysis (“CD&A”) – Fiscal 2021 Executive Compensation – The Compensation Setting Process – Use of a Peer Group.”

Our Board reviews the Compensation Committee’s recommendations and determines the amount of director compensation annually. Executive officers have no role in determining or recommending director compensation. Our Board has determined that compensation for non-employee directors should be a mix of cash and equity-based compensation, with a higher portion of compensation in the form of equity. This ensures that the interests of our non-employee directors are aligned with the interests of our stockholders. In addition, non-employee directors are subject to stock ownership guidelines. See “– Director Stock Ownership Guidelines.”

Directors who are employees of Primerica do not receive any fees or additional compensation for their service on our Board.

The Board approved the following compensation program for directors in fiscal 2021:

In addition, the Lead Director receives an annual cash fee of $25,000 and the Chairman of the Board receives an annual cash fee of $100,000. The Company reimburses all directors

for travel and other related expenses in connection with attending Board and committee meetings and Board-related activities.

BOARD OF DIRECTORS

At December 31, 2021, our non-employee directors each held 413 unvested equity awards that had been granted on May 12, 2021. As of December 31, 2021, these awards had a market value of $63,224 based on the closing price per share of our common stock on the NYSE on that date of $153.27. All RSUs and deferred stock units granted in fiscal 2021 vest in equal installments on the three-month, six-month, nine-month and twelve-month anniversary of the grant date (or, if earlier, the final tranche vests on the date of the Annual Meeting of Stockholders in the year following the year of grant).

Deferred Compensation

Our Board adopted the Nonemployee Directors’ Deferred Compensation Plan in November 2010,

under which non-employee directors may elect to defer all or a portion of their directors’ fees. At the director’s option, we convert all or a portion of his or her cash fees otherwise payable during a calendar quarter to deferred stock units equal in number to the maximum number of shares of our common stock, or fraction thereof (to the nearest one hundredth (1/100) of one share), which could be purchased with the dollar amount of such fees at the closing market price of our common stock on the last trading day of the calendar quarter. These deferred stock units will be fully vested on such date.

At the director’s option, we credit his or her deferral account with deferred stock units equal in number to the number of equity awards to which the director was otherwise entitled. Any deferred stock units that are issued upon

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deferral of equity awards are subject to the same vesting provisions as the equity awards themselves. We also credit the deferral account with deferred stock units equal in number to the maximum number of shares of our common stock, or fraction thereof (to the nearest one hundredth (1/100) of one share), which could have been purchased with the cash dividend, if any, which would have been payable had the participant received restricted stock awards to which he or she was otherwise entitled. The deferred stock units credited in lieu of the payment of dividends on equity awards are fully vested on the dividend payment date.

We pay all deferred compensation in the form of our common stock, at the director’s election, within 60 days of termination of Board service or, in the case of an installment election, within 60 days of termination of Board service and up to five anniversaries of such date.

During fiscal 2021, Messrs. Babbit, Chambliss, Crittenden, and R. Williams, and Ms. Day and Ms. Perez, deferred director compensation into the Nonemployee Directors’ Deferred Compensation Plan.

Director Stock Ownership Guidelines

Our non-employee directors are required to own shares with a value at least equal to five times their annual cash retainer. In determining compliance with these guidelines, stock ownership includes shares beneficially owned by the director (or by immediate family members) and unvested RSUs and deferred stock units. The participants have five years from the date of their initial election to our Board to achieve the targeted level of stock ownership. The stock ownership of each of our non-employee directors exceeds the required ownership guidelines.

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Compensation Committee Message

To Our Fellow Stockholders,

Your Board of Directors continues to be impressed with our management team’s agility and effectiveness at managing through these pandemic times.

While continuing to lead the Company through the ongoing challenges of remote work and diminished state-administered licensing capabilities, our management team also expanded the ways Primerica can help the middle-market by extending the Company’s mortgage program to additional states and entering the market to distribute senior health insurance with the July 1 acquisition of e-TeleQuote.

In 2021, we stockholders received a 17.5% increase in the common stock dividend – the 15^th increase in 11 years – and a 15.9% total stockholder return (TSR). While Primerica’s TSR fell short of the 32.1% for the S&P 500 Insurance Index and 24.8% for the S&P Mid-Cap 400 Index, the Company’s consistent long-term track record is strong.

After careful consideration, the 2021 short-term incentive targets⁽¹⁾ for revenues, net operating income and ROAE were adjusted to reflect the expected incremental revenues and operating income from e-TeleQuote, as well as financing costs including the temporary suspension of our share repurchase program. Actual ROAE for compensation purposes was also adjusted to negate the reduction to equity (and corresponding benefit to ROAE) for the goodwill impairment related to e-TeleQuote that the Company recorded at year-end. The e-TeleQuote acquisition had no impact on the number of life-licensed sales representatives, so there was no adjustment to this target.

No other adjustments were made to the short-term incentive performance targets set at the

beginning of 2021, nor were there any adjustments or overrides to targets or payouts for our executives. While the COVID-19 pandemic certainly has brought challenges, the Board of Directors has determined that Primerica has been neither significantly disadvantaged nor significantly advantaged and that our compensation plans remain effective.

Adjusted for e-TeleQuote, our management team earned a short-term incentive payout of 95.5%. Adjusted operating revenue exceeded target, while adjusted net operating income and ROAE fell short of target due to financial results of e-TeleQuote that fell below projections. The number of life-licensed representatives also was below target.

The Board of Directors remains very enthusiastic about the opportunities in the senior health business for both our sales representatives and our clients, as well as the long-term value of our Company.

Short-Term Incentives

Our short-term incentive plan uses solely corporate performance metrics for our named executive officers and a blend of the corporate performance metrics and individual performance for other officers⁽²⁾. Payouts rise or fall with the Company’s financial and production results, as represented by the corporate performance metrics. While not completely correlated with stock price in the short run, we believe that economic value creation will drive stock performance over the long term.

The Compensation Committee has regularly discussed the merits of using a relative TSR metric. We have decided against relative TSR for two reasons: (1) there is no peer group of companies with reasonably similar business mix, which is why our peer group (as presented on page 61) is an amalgam of companies with varying business

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focus, go-to-market strategies and size; and (2) creating an index of these peer group companies would require a significant degree of mathematical manipulation, which would undermine the goal of a straightforward yardstick.

Further and as described below, the ultimate payout values of our long-term stock awards – both RSUs and PSUs – are heavily dependent on stock price and, therefore, highly aligned with total stockholder value. We also have requirements for our named executive officers to hold stock valued at between 2.5x and 5x of their annual salary. For purposes of these ownership requirements, stock held includes RSUs and excludes outstanding PSUs.

We are confident that this combination of incentive structures and ownership requirements keep our executives focused on creating stockholder value.

We assess the metrics we use regularly and will continue to do so. For now, we believe we have chosen the metrics that best drive the health and valuation of our business.

Environmental/Social/Governance (ESG) Considerations

Among the trends in executive compensation monitored by the Compensation Committee is the inclusion in compensation plans of non-financial performance metrics. In 2019, the Compensation Committee revised its Charter to include a requirement for annual consideration of whether non-financial activities that are important to the Company’s success should be explicitly included among the metrics in its executive compensation plans. The Compensation Committee Charter explicitly lists environmental/social/governance (ESG) matters among those activities to be considered. At least annually, the Compensation Committee consults with whichever Board committee has responsibility for overseeing the activities of management in each area or with the full Board if that is where oversight responsibility rests.

With respect to ESG matters, the Compensation Committee met with the Corporate Governance Committee, which has primary oversight

responsibility for this activity. In this meeting, we reviewed the Company’s ESG program, the Company’s most recent Corporate Sustainability Report, future objectives, feedback on ESG matters from stockholders, ESG-related trends among publicly traded companies and whether the Corporate Governance Committee is satisfied with the Company’s progress and/or whether it believes that explicit inclusion of ESG factors in compensation metrics would be beneficial to future progress. To date, both committees have been satisfied with the Company’s focus and progress on ESG matters, a view that is shared by the full Board. As a result, the corporate performance metrics did not include any special ESG factors in 2021.

Long-Term Incentives

Each of our named executive officers also receives long-term incentives in the form of annual equity awards of RSUs and PSUs, each constituting 50% of the total. The RSUs are time-vested ratably over three years, while the PSUs have a three-year cliff vest tied to performance. Beginning with the award grants made in 2020, there are two equally-weighted metrics used to measure performance for the PSUs: ROAE and average annual EPS growth. From 2016 through 2019, ROAE was the single performance metric used.

The performance period for the February 2019 PSU awards to our named executive officers ended on December 31, 2021, and the awards were paid out on March 1, 2022. The number of shares of our common stock ultimately delivered represented 109.7% of the number of originally granted shares, as actual ROAE during the 2019-2021 performance period of 24.2% exceeded the adjusted target ROAE of 23.3%.

The 2021 ROAE target used for the 2019 PSU awards was adjusted to take into account the expected net operating income and ROAE impact of e-TeleQuote, as previously discussed.

In addition, the total economic payout of the 2019 PSUs benefited meaningfully from the increase in our stock price from $122.62 on February 25, 2019 (the trading day immediately preceding the grant date) to $153.27 on

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December 31, 2021. Giving effect to achievement at 109.7% and the increase in the market price of our common stock during the relevant performance period, the total payout of the 2019 awards was 37.1% higher than the original grant value. This compares to a return of 62.7% realized by stockholders over the same period (including the reinvestment of dividends).

Adjustments for e-TeleQuote have also been made to the ROAE and EPS growth targets for unvested PSUs awarded in 2020 (performance period 2020-2022) and 2021 (performance period 2021-2023).

The long-term incentive award grant values are not linked to performance in any given year although the ultimate payout is linked to performance over the three-year performance period. In setting compensation for our named executive officers, we regularly consider compensation levels and trends at both peer companies (listed on page 61) as well as a broader index of life insurance companies. In our view, however, most important is the sustainable value created over time by our management team for our stockholders.

Since April 1, 2015, when our Chief Executive Officer was appointed and the named executive officers assumed their current roles and scopes of responsibility, the market capitalization of Primerica has increased 2.3 times from approximately $2.6 billion to approximately $6.0 billion as of year-end 2021. The Company’s net income attributable to Primerica, Inc. stockholders (excluding the net income attributable to the noncontrolling interest) has grown from approximately $189.9 million in 2015 to approximately $373.4 million in 2021, an increase of 96.7%. Further, there have been significant strategic strides made in modernizing our product offerings, embracing digital technology to improve the experience of both our clients and the sales representatives, and diversifying our business mix to include mortgages and senior health insurance, which makes Primerica more attractive to the sales representatives and better able to serve the broad financial needs of middle-income families.

We believe these accomplishments have well-positioned Primerica to continue to create sustainable value for our stockholders.

As a result, we were pleased to increase the annual long-term incentive grants by 17% for our President and 20% for our, Chief Financial Officer and Chief Operating Officer, beginning with the February 2022 grant of awards. We proposed a 27% increase in the long-term incentive award for our Chief Executive Officer, who declined to accept the increase. Following these increases, named executive officer compensation remains very appropriate compared to peer companies.

We hope our fellow stockholders join us in congratulating and thanking our named executive officers for their leadership in 2021. While we believe our executive compensation plans are producing the desired results, we always welcome input from our fellow stockholders.

COMPENSATION COMMITTEE:

The subsections within this Executive Compensation section are intended to be read together, and each section provides information not included in the others. For background information on the Compensation Committee and its responsibilities, see “Board of Directors — Board Committees — Compensation Committee.”

In this Executive Compensation section, the terms “we,” “our,” and “us” refer to management, the Company and, as applicable, the Compensation Committee.

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Timeline of Executive Compensation Process

Our executive compensation process begins in the fall, with preparations for the next compensation season. Following the conclusion of our fiscal year at the end of December, the Compensation Committee reviews proposed payouts under previously established compensation programs in January and finalizes such payouts in February. Some of these compensation awards are based on results for the fiscal year just ended, some of them are tied to multi-year performance periods and some of them are fixed value awards. In February, the Compensation Committee also reviews and establishes compensation programs for the new fiscal year or for the commencement of new multi-year performance periods.

Compensation Program Changes

In February 2021, the Compensation Committee granted PSUs to our named executive officers for the 2021-2023 performance period. While the PSUs continue to be tied to ROAE and average EPS growth, the Compensation Committee narrowed the performance range for ROAE to 90% to 110% of target and expanded

the performance range for average EPS growth to 70% to 130% of target. The Company has significantly increased its ROAE since PSUs were first awarded in 2017 and, as a result, the ability to outperform ROAE targets has been greatly diminished. Narrowing the relevant performance range for ROAE makes incremental progress more relevant. On the other hand, the EPS growth metric is sensitive to not only net operating income but also the number and timing of share repurchases. Expanding the EPS performance range lessens the impact of these sensitivities. Taken together, the Compensation Committee believes these changes to the performance ranges balance the focus between growth and improvement in returns.

In addition, the Compensation Committee increased the short-term incentive targets for fiscal 2021 performance for our President by $150,000 and for our Chief Financial Officer and Chief Operating Officer by $100,000 each. The Compensation Committee proposed a similar increase in the short-term incentive target for our Chief Executive Officer, who declined to accept the increase.

The following table sets forth the short-term and long-term incentive award targets or fixed award values for fiscal 2021 and fiscal 2020:

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Corporate Strategy

The Company is a leading provider of financial products to middle-income households in the United States and Canada with 129,515 licensed sales representatives as of December 31, 2021. These independent licensed representatives assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. We insured over 5.5 million lives and had approximately 2.8 million client investment accounts at December 31, 2021. Our business model uniquely positions us to reach underserved middle-income consumers in a cost-effective manner and has proven itself in both favorable and challenging economic environments.

Our mission is to serve middle-income families by helping them make informed financial decisions and providing them with a strategy and tools to gain financial independence. We believe there is significant opportunity to expand our ability to serve our clients’ financial services needs. We intend to leverage the sales force to meet such client needs, which will drive long-term value for all of our stakeholders. Our strategy is organized across four primary areas:

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For purposes of short-term incentive compensation, corporate performance for fiscal 2021 was measured based on four separate objectives, which were derived from the

Company’s 2021 business plan and corporate strategy. The following table describes the performance metrics and links each metric to the relevant components of the Company’s strategy.

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The Board of Directors approves an annual business plan with financial and operational targets. The Compensation Committee typically ties the annual corporate performance targets to the metrics contained in that business plan. The 2021 corporate performance targets were set at levels that were intended to be challenging but achievable. All of the fiscal 2021 performance objectives reflected values that equaled or exceeded actual fiscal 2020 performance (as adjusted for temporary and extended licenses) both when originally approved and after being adjusted for the acquisition of e-TeleQuote. See “—Adjustments to Compensation Targets” for a description of changes that were made to reflect the acquisition of e-TeleQuote on July 1, 2021.

The weighting of each objective was intended to emphasize areas on which our Compensation Committee expected the management team to focus its attention. Specifically, the size of the life-licensed sales force was given the highest weighting because the Board of Directors believes that this metric has historically driven the success of the business and the Compensation Committee sought to incentivize management to focus on initiatives to grow the sales force. The Compensation Committee believes that this metric, which is at the heart of the Company’s mission to help families become financially independent, reflects a “social” factor under the Company’s ESG program.

For all corporate performance metrics, payout levels at various levels of performance are as follows:

The payout is zero for results below threshold performance and, for results between threshold and maximum performance levels, the actual payout factor is interpolated. The Compensation Committee intentionally narrowed the performance band for the size of the life-licensed sales force metric compared to the other metrics because it believes that performance in only the narrower band would justify an incentive payout.

The graph below shows the actual results for the fiscal 2021 corporate performance metric at 95.5% of target and shows the corporate performance and adjusted targeted goal for each metric for fiscal 2021. The financial metrics were revised in the latter half of 2021 to reflect the acquisition of e-TeleQuote on July 1, 2021. Specifically, See “—Adjustments to Compensation Targets.”

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Adjustments to Compensation Targets

Financial measures for the short-term and long-term equity incentive programs are developed based on expectations about our planned activities and reasonable assumptions about the performance of our key business drivers for the applicable period. The Compensation Committee spends considerable time determining appropriate targets for these programs and, because both the Compensation Committee and the Board of Directors believe that management is tasked with reacting appropriately to external challenges, the Compensation Committee is reluctant to change the measures of success during a performance period. As a result, the Compensation Committee does not expect to modify corporate performance targets absent extraordinary circumstances.

From time to time, however, discrete items or events may arise that were not contemplated by these plans or assumptions and that would result in inappropriate executive compensation payouts if such items or events were not given special consideration. Such items or events could include items such as changes in GAAP or the tax code, restructuring and write-off charges, and the impact of significant unplanned acquisitions or dispositions.

Under the Compensation Committee’s adjustment guidelines, the Compensation Committee may adjust the calculation of

financial results for incentive programs to eliminate the effect of the types of items or events described above. In making these adjustments, the Compensation Committee’s policy is to seek to neutralize the impact of the unexpected or unplanned items or events, whether positive or negative, in order to provide consistent and equitable incentive payments that the Compensation Committee believes are reflective of Company performance. In considering whether to make a particular adjustment under its guidelines, the Compensation Committee will review whether the item or event was one for which management was responsible and accountable, treatment of similar items in prior periods, the extent of the item’s or event’s impact on the financial measure, and the item’s or event’s characteristics relative to normal and customary business practices.

In July 2021, the Company acquired e-TeleQuote. To reflect the inclusion of e-TeleQuote in the Company’s consolidated results, the Compensation Committee adjusted the corporate performance targets for the short-term incentive plan for the named executive officers to reflect management’s projections for e-TeleQuote’s performance and share repurchases during the last six months of 2021, which were discussed with the Board of Directors in connection with its approval of the e-TeleQuote acquisition in April 2021. The result of this adjustment was to reduce the short-term incentive award from what would otherwise have

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been earned. Similarly, the Compensation

Committee adjusted the ROAE and EPS growth targets for the long-term incentive plan to reflect expectations for the consolidated company during the periods covered by the outstanding PSUs. The result of this adjustment for the 2019-2021 performance period was to reduce the PSU payout from what would otherwise have been earned.

In February 2022, the Compensation Committee increased the PSU targets for the outstanding

performance periods to reflect a non-cash goodwill impairment charge on the Senior Health segment recorded by the Company as of December 31, 2021. In addition, the Compensation Committee reduced actual 2021 Operating ROAE under the short-term incentive plan for the Executive Team to remove the impact of the non-cash goodwill impairment charge.