| Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
(c) On September 14, 2023, the Board of Directors (the “Board”) of Primerica, Inc. (the “Company”) appointed Tracy Tan, age 52, as the Company’s Executive Vice President, Finance, reporting to the Company’s Chief Executive Officer, beginning on October 16, 2023. She will serve as an executive officer and will be appointed as the Company’s Chief Financial Officer as of the date that the Company’s existing Chief Financial Officer relinquishes that title, which shall occur no later than April 1, 2024.
Biographical Information
Ms. Tan has served as Chief Financial Officer of Strategic Link Consulting (“SLC”), a fintech enterprise offering turnkey solutions, lending platform and risk management services, since November 2018. At SLC, she is responsible for overseeing economic and business strategy, financial management, planning and analysis, controllership, treasury, investor relations, tax, audits and capital markets for all lines of business. During portions of her tenure, she also headed SLC’s Strategy and Human Resources functions. From December 2015 to January 2018, Ms. Tan was Senior Vice President and Chief Financial Officer of Assurant Global Housing, a subsidiary of Assurant, Inc, an insurance and financial services company. From October 2013 to December 2015, Ms. Tan served as Vice President of Finance and Divisional CFO of Novelis North America, a division of Novelis. From September 2005 to September 2013, she served as Vice President of Finance and Divisional CFO of the Electrical and Industrial Divisions of Southwire Company. She began her career at General Electric Company (“GE”) in 1996, where she held various roles with increasing responsibilities across four industries through 2005 including her last role, from July 2003 to August 2005, as Vice President and Chief Financial Officer for GE Intelligent Platform Embedded Systems. Ms. Tan holds a B.A. degree in English Language Arts from Xi’an International Studies University, China and an M.B.A. degree from Bowling Green State University. Ms. Tan is an alumna of GE’s Experienced Financial Leadership Program and Financial Management Program.
Employment Agreement
On September 13, 2023, the Company entered into an Employment Agreement (the “Agreement”) with Ms. Tan (the “Executive”) effective as of October 16, 2023. The Agreement terminates on January 5, 2027 and is then subject to automatic annual renewal unless previously terminated. The Agreement provides for an annual base salary of at least $500,000, subject to annual review by the Compensation Committee of the Board (the “Compensation Committee”) pursuant to its normal performance review policies for senior executives. The Executive will be eligible to receive an annual cash bonus based upon performance thresholds and targets that shall be established in good faith by the Compensation Committee. For fiscal 2023 and fiscal 2024, the Executive’s target cash bonus shall be $500,000, with a minimum payment for fiscal 2023 equal to $500,000. Beginning with fiscal 2024, the Executive shall be eligible to receive an annual grant of equity compensation awards under the Company’s long-term incentive compensation arrangements that are in effect from time to time, with such grants made in the good faith discretion of the Compensation Committee. The Executive’s long-term equity award to be granted in February 2024 will have a grant value equal to $1,000,000, will consist of 50% in restricted stock units and 50% in performance stock units and will have the same terms and conditions as the awards that are granted to the Company’s other executive officers. In addition, the Executive will receive a special grant on October 16, 2023 of $250,000 in restricted stock units that will vest in three equal installments on March 1, 2024, March 1, 2025 and March 1, 2026.
In the event of (i) termination by the Executive with Good Reason (as defined in the Agreement) or (ii) termination by the Company for any reason other than Cause (as defined in the Agreement), death or Disability (as defined in the Agreement), then in any such case the Executive shall be entitled to (A) a lump sum cash payment equal to one time (1x) Executive’s annual base salary plus target bonus or (B) if such termination occurs within the six month period prior to or the two-year period following a Change of
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