Proxy Statement (Form DEF 14A)

Notice of 2025 Annual Meeting of Stockholders

Table of Contents

This summary highlights selected information about Primerica, Inc. (the "Company", "Primerica" or "we") but it does not contain all of the information you should consider. We urge you to read the entire Proxy Statement before you vote. You may also wish to review Primerica's Annual Report on Form 10-K (the "2024 Annual Report") for the fiscal year ended December 31, 2024 ("fiscal 2024"), which is available on our investor relations website athttps://investors.primerica.com.

This Proxy Statement will be made available to stockholders on or about April 1, 2025.

Meeting Agenda and Voting Recommendations

See "Matters To Be Voted On" beginning on page 8 for more information.

2025 Annual Meeting of Stockholders

You are entitled to vote at the Company's Annual Meeting of Stockholders to be held on May 14, 2025 and any adjournment or postponement thereof (the "Annual Meeting") if you were a holder of record of our common stock at the close of business on March 17, 2025. Please see page 99 for instructions on how to vote your shares and other important information.

Financial Accomplishments

We were extremely pleased with the results we delivered in fiscal 2024. Highlights included:

Our total stockholder retu("TSR") (which includes the payment and reinvestment of dividends) for fiscal 2024 and the five-year period from January 1, 2020 through December 31, 2024 was 33.6% and 122.6%, respectively. TSR for fiscal 2024 was far higher than the S&P MidCap 400 Index retufor 2024 of 13.9% and the S&P 500 Insurance Index retuof 26.8%.

Distribution Results

Our business showed strong results in fiscal 2024. In particular:

Corporate Performance

The bar graphs below depict our performance over the past five fiscal years for the four metrics that we use to measure annual corporate performance under our incentive compensation program. These metrics do not reflect financial results prepared in accordance with United States generally accepted accounting principles ("GAAP"). See "Reconciliation of GAAP and Non-GAAP Financial Measures" in Exhibit A to this Proxy Statement for a reconciliation to 2024 GAAP results. Reconciliations for earlier years are available through the Financial Info section of our investor relations website athttps://investors.primerica.com.

Strategic Initiatives

Primerica is a leading provider of financial products to middle-income households in the United States and Canada with 151,611 licensed independent sales representatives as of December 31, 2024. These licensed independent sales 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 3.0 million client investment accounts as of December 31, 2024. 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 purpose is to create financially independent families. Our strategic vision, in support of this purpose, is to build unparalleled financial services distribution capabilities that enable our clients, independent sales force, home office associates and stockholders to achieve their financial goals. We believe there is significant opportunity to meet the increasing array of financial services needs of our clients. We intend to leverage the independent sales force to meet these client needs, which will drive long-term value for all of our stakeholders. Our Board of Directors (our or the "Board" or "Board of Directors") oversees strategy, which has been organized across the following four primary areas:

Looking forward to 2025 and beyond, we updated our corporate strategic plan to include the following growth pillars:

Corporate Governance Highlights

See "Governance" beginning on page 12 for more information.

Our Board of Directors currently consists of eleven members. We are pleased that our Board reflects the diversity of the independent sales representatives and the communities that we serve. Our Board members bring an array of backgrounds and expertise that benefit the middle-income market.

The highlights of our corporate governance program are set forth below:

Sustainability Highlights

See "Sustainability Matters" beginning on page 17 for more information.

The Corporate Governance Committee of our Board of Directors (the "Corporate Governance Committee"), to which the Board has delegated oversight responsibility for the Company's social, environmental and sustainability initiatives, receives regular updates from members of management on sustainability-related topics, such as employee engagement and wellness, talent management, and climate. In addition, the Company publishes an annual Corporate Sustainability Report, which is available in the Sustainability section of our investor relations website athttps://investors.primerica.com.

We are proud of our sustainability-related awards and recognition, which include:

Our Corporate Sustainability Report and the information available in the Sustainability section of our investor relations website are not deemed part of this Proxy Statement and are not incorporated herein by reference.

Executive Compensation Highlights

See "Executive Compensation" beginning on page 45 for more information.

The Compensation Committee of our Board of Directors (the "Compensation Committee") has structured our executive compensation program to pay for performance and, over the long term, to provide compensation to our executive officers that is market competitive. Further, a meaningful percentage of compensation is tied to the achievement of challenging corporate performance objectives. Set forth below is a brief description of our executive compensation program for fiscal 2024.

The Company provides only limited perquisites, and the Compensation Committee has adopted an Executive and Director Perquisites Policy. This policy provides that all perquisites paid to directors and senior executives must be approved by the Compensation Committee and it lists certain categories of perquisites that have been pre-approved.

The table below highlights the fiscal 2024 compensation for our named executive officers as disclosed in the "Summary Compensation Table" on page 71.

*Percentages may not add to 100% due to rounding.

Proposal 1:

Election of Directors

See "Board of Directors" beginning on page 27 for more information.

We ask that our stockholders elect the eleven director nominees named below to our Board of Directors to serve until the 2026 Annual Meeting. Stockholders have the option to vote "FOR", vote "AGAINST" or "ABSTAIN" from voting with respect to each director nominee.

Our Third Amended and Restated By-Laws ("By-Laws") provide for 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 nominee than the shares voted "AGAINST" such director nominee.

Primerica is a Delaware corporation and, under Delaware law, if an incumbent director is not elected, then that director remains in office until the director's successor is duly elected and qualified or until the director's earlier resignation or removal. To address this potential outcome, our By-Laws provide that, 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 - 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 effect on the outcome of the vote. The following table provides summary information about each director nominee, each of whom currently serves on our Board.

Each director nominee attended 90% or more, collectively, of the aggregate of all meetings of our Board of Directors and its committees on which he or she served during fiscal 2024.

Mr. Wilson, Ms. Cottle and Mr. Dheer were elected to our Board of Directors effective February 2024, May 2022 and October 2019, respectively. The average tenure of all of our director nominees is 9.9 years. 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 45 for more information.

We most recently sought stockholder approval of the compensation of our named executive officers at the Company's Annual Meeting of Stockholders held on May 8, 2024 (the "2024 Annual Meeting"), at which time approximately 95.1% of votes cast were in favor thereof. At the Company's Annual Meeting of Stockholders held on May 17, 2023, our stockholders supported the Board's recommendation to hold an annual Say-on-Pay vote. 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 Compensation Discussion and Analysis ("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 2024.

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. Stockholders have the option to vote "FOR", vote "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 2025 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."

Proposal 3:

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

See "Audit Matters" beginning on page 90 for more information.

We ask that our stockholders ratify the appointment of KPMG as our independent registered public accounting firm for fiscal 2025.

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 2025, 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. Aggregate fees for professional services rendered by KPMG were $4.6 million and $5.4 million for fiscal 2024 and fiscal 2023, respectively.The decrease in fees for fiscal 2024 was largely due to higher audit fees in 2023 related to the new GAAP accounting standard for insurance contracts (referred to as LDTI) and the adoption of IFRS 17 (Insurance Contracts) statutory accounting standard in Canada.

Stockholders have the option to vote "FOR", vote "AGAINST" or "ABSTAIN" from voting with respect to this proposal.

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.

em

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 athttps://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. In the event of a potential change to the Board's leadership structure, we expect to seek prior input from our largest stockholders.

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. Crittenden, one of our independent directors and Chairman of the Audit Committee, has served as the Lead Director of our Board since May 2023, and he joined our Board in July 2013. 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 duties and responsibilities of our Chairman of the Board and our Lead Director are set forth below.

All directors play an active role in overseeing the Company's business and risk functions both at our Board and committee levels. See "- Board's and Management's Roles in Risk Oversight" for additional information on the Board's and management's respective roles in risk oversight. 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

We strive to offer an inclusive business environment that benefits from diversity of thought, experience and people. This also holds true for our Board, which is comprised of individuals who bring an array of backgrounds and expertise that benefit our business and the middle-income market we serve. See "Board of Directors - Director Qualifications" for additional information on the skills, experience and background of our Board members.

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 many 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 skills and/or expertise needed by the Board and the Company while giving due regard to all aspects of diversity. This is intended to create a Board that reflects the diversity of the independent sales force and the market we serve. The Corporate Governance Committee annually reviews our Board Diversity Policy and assesses its effectiveness and recommends any changes to the Board, if needed.

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 and include topics such as: (i) Board/committee skills and composition; (ii) Board/committee structure and responsibilities; and (iii) Board/committee culture, dynamics and operations. 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 2024, the Corporate Governance Committee led a Board self-assessment, compiled the results and led a discussion with the Board of Directors about potential changes to Board practices that could be made in response to the self-assessment. In fiscal 2023, the Corporate Governance Committee retained a third party to facilitate an in-depth Board self-assessment, consistent with the process it followed during fiscal 2021. The third party met with each director individually and solicited feedback on Board function and meetings, composition, leadership, as well as other matters. The third party then compiled the results from the interviews and provided an oral report to the Board of Directors with recommendations for improvements. The Corporate Governance Committee expects to continue to use a third-party facilitator to conduct the Board self-assessment on a bi-annual basis.

Board's and Management's Roles 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 and management actively collaborate on the topic of risk management and work together to resolve any potential disagreements relating to risk management. The Board has delegated to the Audit Committee responsibility for regularly monitoring the oversight of our enterprise risk management ("ERM") program, including: (i) ensuring that all risk areas are monitored by senior management; (ii) confirming that all risk management matters are reported to the Board or the appropriate Board committee and addressed as needed; and (iii) approving our Enterprise Risk Management Policy, which describes our ERM program and delineates the major functions and roles and responsibilities within the program, at least annually. The Audit Committee does a quarterly review of our ERM dashboard, which includes a current rating of the risk level of each enterprise and intermediate level risk. 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 is responsible for implementing the Board-approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risk. Senior management is responsible for ensuring that appropriate risk management is carried out in the business lines, promoting a strong culture of risk management within each business unit or department, identifying all known and emerging risks, recommending appropriate risk limits for identified risk exposures, and developing programs that monitor, test, and report control deficiencies. Each quarter, senior management reviews the enterprise and intermediate risks for highlights, trends, and emerging issues. Matters requiring attention are added to a watch list or heat map for monitoring and reporting to the Board of Directors.

Annually, management identifies and evaluates the Company's material risk areas, defines mitigating controls (which are documented by our Risk Management and Internal Controls Department), assigns each enterprise risk area to a member of senior management (with the underlying intermediate risks assigned to a senior business leader) and reviews the results of the foregoing with the Audit Committee and the Board of Directors. Management has developed and implemented a Governance, Risk and Compliance tool to monitor ongoing risk, record findings from our testing programs and track mitigating controls across all business areas.

We have established a Business Risk and Control Committee (the "BRCC") led by our Chief Governance and Risk Officer. The BRCC is our governing body for enterprise risk management and testing programs and is comprised of senior management, including our Chief Executive Officer, and all enterprise and intermediate risk owners. The BRCC meets quarterly to monitor all ERM categories and assess the risk heatmap and watch list. Risk updates are provided by each enterprise risk owner. During BRCC meetings, emerging risks outside of the currently defined risk areas are monitored for additional exposure. Our Chief

Internal Auditor monitors our ERM program by attending each BRCC meeting to observe and provide feedback and all quarterly meetings of the Audit Committee during which the ERM program and related developments are reviewed and discussed.

In fiscal 2024, our Chief Governance and Risk Officer presented a risk profile and provided quarterly status updates to the Board and each Board committee that has oversight responsibility for one or more key risks. She also provided the Board a quarterly heatmap that highlights the status of significant risks. Further, management provides a detailed quarterly update on significant risk areas, including cybersecurity and privacy risks presented by our Chief Information Officer and legal and regulatory matters presented by our General Counsel. At least annually, the cybersecurity presentation includes additional information on 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 2024, we invited the Company's largest stockholders, whose holdings together represented over 75% 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, executive compensation, and sustainability-related matters (including human capital management; 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.

Sustainability Matters

Oversight of Sustainability Matters

The Board of Directors has delegated to the Corporate Governance Committee responsibility for oversight of the Company's corporate governance risk (including environmental and social risk), public affairs risk, and human capital management risk (including talent development, and succession planning). As a result, the Corporate Governance Committee meets regularly with those members of management who have responsibility for such initiatives.

In August 2024, we published our annual Corporate Sustainability Report, which has been posted in the Sustainability section of our investor relations website athttps://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. Our Corporate Sustainability Report also contains information in line with the Task Force on Climate-related Financial Disclosures, including our Scope 1 and Scope 2 greenhouse gas emissions.

Human Capital Management

We are proud of our focus on middle-market households that are not adequately served by other financial services companies. The diversity of the independent sales force is a reflection of the middle-income communities in which the independent sales representatives live and work. As such, we believe it is fundamental to the success of our business to ensure that our employee workforce reflects the diversity of the independent sales force and our clients.

The independent sales force utilizes specialized groups, which we refer to as Strategic Markets, to encourage professional and personal growth and development, including Women in Primerica, the African American Leadership Council, the Hispanic American Leadership Council, and the Asian Pacific Islander Leadership Council. These groups provide opportunities for networking and mentorship, sales and business management training and deep learning opportunities. Additional information about the diversity of the independent sales force is available in our 2024 Corporate Sustainability Report in the Sustainability section of our investor relations website athttps://investors.primerica.com.

We strive to create a workplace that offers a wide range of opportunities for employees and is open, collaborative and inclusive. In 2024 and 2025, we were recognized by Newsweek as one of America's Greatest Workplaces for Diversity and in 2024, as one of America's Greatest Workplaces for Women. Primerica Life Insurance Company of Canada (PLICC), our Canadian insurance subsidiary, received the 2025 Corporate Award by The Canadian Foundation for Physically Disabled Persons. We were recognized by Forbes as a Best Employer for Women each year from 2019 to 2024, and in 2021 and 2022, Forbes recognized us as a Best Employer for Diversity. Additionally, we were named to the Bloomberg Gender Equality Index each year from 2020 to 2023.

The Corporate Governance Committee has responsibility for oversight of our human capital management commitments and initiatives. Our Chief People Officer serves in the role of chief diversity officer, is responsible for the development and implementation of our human capital management strategy and provides regular updates to the Corporate Governance Committee. At the center of these efforts is ensuring that all employees have access to learning and developmental opportunities that allow them to

learn, grow and thrive at Primerica. We work to empower and incentivize our senior leaders to embrace this strategy.Our human capital strategy has netted positive results since its adoption.

For information about our U.S. employees, see "Item 1. Business - Human Capital Management - Employees" in the 2024 Annual Report. Additionally, employees are trained at least annually on our Equal Employment Opportunity and Anti-Harassment Policy. The Corporate Governance Committee is responsible for overseeing management's implementation and monitoring of the policy and reviews and approves this policy at least annually.

Supporting Employee Engagement

In 2025, we were again recognized by USA Today as a Top Workplaces USA and by Forbes as one of America's Best Midsize Employers. In 2024, we were named a regional Top Workplaces by the Atlanta-Journal Constitution for the eleventh consecutive year and Newsweek named us, for the second time, as one of America's Greatest Workplaces.

In order to monitor employee satisfaction, we conduct annual employee engagement surveys and provide detailed results to management and our Board. In 2024, the Company realized the highest participation in twelve years with a 75% participation rate and a strong employee satisfaction score. Changes to policies, programs, compensation and benefits packages are made based on this feedback. Annually, the Company holds a town hall meeting that is also broadcast virtually to all of our workplace locations. Our Chief Executive Officer, President and Chief People Officer jointly lead this meeting and provide updates on the Company's performance and strategic direction, as well as information on benefits enhancements, policy changes, and other workplace topics. The meeting always ends with a question and answer segment, and employees are encouraged to raise issues of conceand offer suggestions for improvement. Employees are also provided the opportunity to submit questions and suggestions in advance.

Work-Life Balance

We understand and value the importance of an effective work-life balance for employees. We offer many flexible work options and schedules to meet the needs of our employees. The vast majority of our employees work on either a hybrid schedule where they are able to work both at home and in the office or are fully remote. Offering flexible workplace options has become an expectation of employees across many industries and may be necessary to remain competitive and attract top talent.

In addition to flexible workplace options, our full-time and part-time employees receive several benefits that are aligned with achieving a better work-life balance such as paid planned and unplanned time off, 11 paid holidays, and paid time off for volunteering. We also have a dedicated work-life balance employee resource group called PRI-Bold that offers employees an opportunity to share ways to maintain an active and healthy work-life balance, hear from speakers, and gather to share information and participate in outdoor social activities.

Talent Development and Succession Planning

Employees are highly satisfied at Primerica, as evidenced by our employee retention rate in 2024 of 91%. Many employees have been with Primerica for over 20 years, a result of a continued high employee retention rate. The tenure of our named executive officers ranges from 1.5 years to 44 years, with an average tenure of 27 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 the diversity of the independent sales representatives and our clients while ensuring that our succession planning and internal and external talent pipeline identification processes incorporate these values. Among the many benefits of our planning and talent identification process is increased diversity at the management level. Additional information about our talent development initiatives can be found in our 2024 Corporate Sustainability Report in the Sustainability section of our investor relations website athttps://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 that applies to all employees, directors, and officers of the Company and its subsidiaries. Employees receive required annual training on our Code of Conduct, which is posted on the Governance section of our investor relations website athttps://investors.primerica.comand is available in print, free of charge, to our stockholders who request a copy. Employees are required to acknowledge compliance with our Code of Conduct on an annual basis. As independent contractors, members of the independent 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 principles and standards, including those related to anti-corruption and business ethics, set forth in our Code of Conduct. The Company also has made available to all of our employees and the independent 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 in our investor relations website athttps://investors.primerica.com.

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 in our annual employee survey for "operating by strong values." We are proud of our corporate culture and we work hard to instill in our employees and the independent sales representatives the importance of doing the right thing - for our clients as well as our other stakeholders.

In early 2025, we launched a comprehensive company-wide project to develop a corporate values statement that reflects both who we are now and who we want to be in the future. The values statement will be a benchmark for preserving and strengthening Primerica's culture.

Environmental Responsibility and Impact on Our Business

Our business as a term 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

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, to reduce our impact on the Earth's resources.

Environmental issues, particularly those related to climate change, have the potential to present risks and opportunities to our business. We address those risks and opportunities in the following ways:

In 2024, we were named byUSA Todayfor the first time as one of America's Climate Leaders for our low emission intensity (the amount of greenhouse gas a company produces relative to its revenues).

Upholding Strong Governance

The Company complies with the Corporate Governance Principles published by the Investor Stewardship Group ("ISG"), as described below. ISG is an investor-led effort of more than 70 organizations that includes some of the largest U.S.-based institutional investors and global asset managers, along with several of their international counterparts.

Director Independence

Independence Determinations

Mr. R. Williams and Mr. Addison served as our 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 our 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 2024 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 2024, 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 2024, 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 2024, 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 and are available in the Governance section of our investor relations website athttps://investors.primerica.com. 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:

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

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 the Company's 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, each director will be elected by the vote of the majority of votes cast with respect to that director's election. (An uncontested election is an election where the number of nominees

is the same as the number of directors to be elected.) A majority of the votes cast means that the number of shares voted "FOR" a nominee's election must exceed the votes cast "AGAINST" such nominee's election.

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 in compliance with the requirements for stockholder nominees for directors set forth in our By-Laws and such nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the Company first mails its notice of meeting.

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:

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 Governance and Risk Officer or Chief Compliance Officer, as applicable) 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 athttps://investors.primerica.comfor the most current means of communicating with our directors.

Board Members

The following information about each nominee for our Board of Directors includes their business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications attributes or skills that caused the Corporate Governance Committee and our Board of Directors to determine that each individual should be elected to serve as a director.

JOHN A. ADDISON, JR.

JOEL M. BABBIT

AMBER L. COTTLE

GARY L. CRITTENDEN

CYNTHIA N. DAY

SANJEEV DHEER

BEATRIZ R. PEREZ

D. RICHARD WILLIAMS

GLENN J. WILLIAMS

DARRYL L. WILSON

BARBARA A. YASTINE

Director Qualifications

Set forth below is a chart that highlights certain skills and experiences of the director nominees, along with the reasons such expertise is desired for our Board.

Board Meetings

During fiscal 2024, our Board held four meetings. Each director attended 90% or more, collectively, of the meetings of our Board and its committees on which he or she served during fiscal 2024. We expect our directors to attend each of the Company's Annual Meeting of Stockholders absent extraordinary circumstances, and each director attended the 2024 Annual Meeting.

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 our Board). This is to ensure that our directors devote adequate time for preparation and attendance at Board and committee meetings, as well as the Company'sAnnual Meeting of Stockholders. In addition, our Corporate Governance Guidelines prohibit members of the Audit Committee from serving on more than three public company audit committees, including the Audit Committee.

Our 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, then 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.

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 in the Governance section of our investor relations website athttps://investors.primerica.comand may be obtained, without charge, by contacting the Corporate Secretary, Primerica, Inc., One Primerica Parkway Duluth, Georgia 30099.

The following chart shows the membership of each of our Board's standing committees during fiscal 2024 and through the date of this Proxy Statement:

* - Chairman of the Board

LD - Lead Director

I - Independent Director

F - Audit Committee Financial Expert

The key responsibilities of each of the Board's standing committees are described below:

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. See "Executive Compensation - Compensation Discussion and Analysis (CD&A) - the Compensation Setting Process - Compensation Consultant" for a discussion of the role of the Compensation 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 2024 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 non-employee directors for fiscal 2024:

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.

Director Compensation Table

The following table shows fiscal 2024 compensation for each of our non-employee directors:

At December 31, 2024, our non-employee directors each held 342 unvested equity awards that had been granted on May 8, 2024. As of December 31, 2024, these awards had a market value of $92,826 based on the closing price per share of our common stock on the NYSE on that date of $271.42. All RSUs and deferred stock units granted in fiscal 2024 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 Company's 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 price per share 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 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 2024, Messrs. Babbit, Crittenden, and R. Williams, and Ms. Cottle, 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 non-employee directors have five years from the date of their initial election to our Board to achieve the targeted level of stock ownership. Except with respect to Mr. Wilson, who joined our Board in February 2024 and has until February 2029 to meet the required ownership guidelines, the stock ownership of each of our non-employee directors exceeds the required ownership guidelines.

Compensation Committee Message

To Our Fellow Stockholders,

Fiscal 2024 was a strong year for Primerica and our management team. Adjusted operating revenues increased 10.2%, adjusted net operating income grew 14.2%, ROAE was a robust 31.2% and the number of life-licensed independent sales representatives surpassed 151,000, a 7% increase since year-end 2023. All of these measures, which are the performance measures for our short-term incentive plan, exceeded our expectations for the year, earning our executive officers and the over 350 officers and assistant vice presidents a bonus payout equal to 147.4% of target.

We believe these compensation results align well not only with the Company's performance but also with the returns experienced by stockholders. Our common stock price increased 31.9% during 2024. The Company returned approximately $538 million to stockholders through dividends and common share repurchases. All in, total stockholder retuwas 33.6%.

Short-Term Incentives

Our short-term incentive plan uses solely the four corporate performance measures cited above for our executive officers and a blend of the corporate performance metrics and individual performance for other officers and key employees. The performance targets are based on the Board's expectations for the year. The short-term incentive plan also includes a +/-20% modifier for the executive officers, whereby an individual's calculated payout can be adjusted up or down by up to 20%.

For 2024, our Chief Executive Officer and Compensation Committee determined to exercise that discretion and increase the bonus payout for our former Chief Operating Officer by 20%. Mr. Pitts has served the Company for nearly 40 years and has been a very valuable executive leader especially since Primerica became a public company in 2010. Despite announcing his intention to retire in April 2025, he has continued to contribute at a high level and led a number of important projects during the year. We also appreciate how closely and thoughtfully he has worked with our CEO on the Chief Operating Officer succession, which has involved reassignment of a number of his responsibilities and restructuring of his role. Succession efforts have gone very smoothly and were largely completed by the end of 2024.

Beginning in 2024, we introduced a short-term incentive program, paid out solely in cash, for our managers and senior professionals that is tied to corporate and individual performance. As a result, approximately 350 other employees received bonuses that were directly impacted by corporate performance.

Long-Term Incentives

Each of our executive officers also receives long-term incentives in the form of annual equity awards of RSUs and PSUs, each constituting 50% of the total grant value. The RSUs are time-vested ratably over three years, while the PSUs have a three-year cliff vest tied to performance. There are two equally weighted metrics used to measure performance for the PSUs: average ROAE and average annual EPS growth. Again, the performance targets are based on Board expectations that are reasonable but challenging.

The performance period for the February 2022 PSU awards to our executive officers ended on December 31, 2024, and the PSU awards were paid out in March 2025. The number of shares of our common stock ultimately delivered represented 109.1% of the number of originally granted PSUs. Average ROAE for the three-year performance period was equal to the target value and average annual adjusted operating EPS growth was above the target value. The total economic payout of the 2022 PSUs benefited meaningfully from the increase in our stock price from $130.30 on February 21, 2022 (the trading day immediately preceding the grant date) to $271.42 on December 31, 2024.

Giving effect to both the achievement during the performance period and the increase in the market price of our common stock during the performance period, the total payout of the 2022 awards was 234.4% of the original grant value.

Impact of Senior Health Exit on Performance Targets

As outlined in the financial statements included in our 2024 Annual Report, the Company presented the results of the Senior Health segment as discontinued operations upon exiting the business in the third quarter of 2024 in accordance with GAAP. As a result, the Company restated its GAAP results of operations for all periods presented in the 2024 Annual Report, which included fiscal years 2022 through 2024, to remove the Senior Health segment's results from income from continuing operations. The adjusted operating revenues, adjusted net operating income and ROAE metrics used in our short-term incentive plan and the ROAE and average annual EPS metrics used in our long-term incentive plan exclude discontinued operations as these non-GAAP metrics are derived from income from continuing operations. However, for purposes of determining the performance results for the 2022 PSU awards, the Compensation Committee included in the ROAE and average annual EPS calculations the results of operations for the Senior Health business during 2022 and 2023, which had a negative impact on the performance results and reduced the final payout of the 2022 PSU awards from what it otherwise would have been. In addition, to neutralize the impact on incentive compensation of the receipt of $50 million in representation and warranty insurance proceeds in 2024 relating to the Company's 2021 acquisition of e-TeleQuote Insurance, Inc. ("e-TeleQuote"), we increased the amount of the equity denominator that was used to calculate the short-term and PSU ROAE targets in 2024.

Executive Compensation Actions

The Board of Directors believes that Primerica is well positioned for the future, owing in part to the significant business accomplishments of 2024, including successful executive transitions and restructuring of our management teams and the independent sales force milestone referenced above. In recognition of these achievements, in December 2024, we awarded our Chief Executive Officer $2.5 million in RSUs that are scheduled to cliff vest in December 2027.

As reported in the proxy statements for the Company's Annual Meeting of Stockholders held in 2023 and 2024, the Board agreed to the Chef Executive Officer's request to reduce his compensation by 20% beginning in September 2022, in response to the hardships being faced by middle income families as a result of elevated inflation. This reduction ceased as of January 1, 2025. Beginning January 1, 2025, the CEO's target level of total direct compensation - salary, short-term incentive target and long-term equity award target - has been restored to the 2022 level of $5.0 million, which was his target level of total direct compensation prior to the forfeiture. However, the 2025 compensation targets do not take into account the proposed increases in incentive compensation that Mr. Williams' has declined since 2021. In fact, his

$5.0 million target total direct compensation is the same level it was in 2016, while the market value of Primerica has increased 284% from $3.2 billion at the end of 2016 to $9.1 billion at the end of 2024. The Compensation Committee intends to discuss Chief Executive Officer compensation further during 2025.

The December 2024 special equity grant was unrelated to the reduction in compensation requested by Mr. G. Williams during the preceding three years, was not part of any agreement or understanding with Mr. G. Williams and was not requested by him.

Every other year, our compensation consultant provides the Compensation Committee with a deep dive into market compensation for our executive officers. As discussed in previous proxy statement messages, we use this data for reference to ensure that our executive officers are compensated appropriately. However, we also strongly consider the leadership team's long-term track record of creating stockholder value.

Excluding Messrs. G. Williams and Pitts, whose circumstances are discussed above, the Compensation Committee agreed with Mr. G. Williams' recommendations to increase compensation targets for our two other executive officers, our President Mr. Schneider and our Chief Financial Officer Ms.Tan. The total target direct compensation for these executives has been increased a weighted average of 12.7% for 2025, including an average increase of 12.9% for short- and long-term incentives and 11.9% for base salary.

We hope our fellow stockholders join us in extending appreciation to our executive officers for their leadership in 2024 and for strengthening Primerica's position for the future. The Compensation Committee always welcomes input from 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.

whathsNY

Compensation Discussion and Analysis (CD&A)

Executive Officers

Our named executive officers ("NEOs") during fiscal 2024 were:

Messrs. G. Williams, Schneider and Pitts and Ms. Tan constitute all of the Company's executive officers during 2024 and, as a result, a fifth executive is not listed. They are referred to throughout this Proxy Statement as our "executive officers", our "named executive officers" or our "NEOs".

Compensation Program Changes for 2025

As described elsewhere in this Proxy Statement, Mr. G. Williams asked the Compensation Committee to reduce his base salary and short-term incentive bonus by 20% from September 1, 2022 through December 31, 2024 as well as his long-term equity awards granted in February 2023 and February 2024. These reductions were requested by Mr. G. Williams due to, among other things, the hardship that high inflation in the United States and Canada has inflicted on many families and the Compensation Committee agreed to such reductions. This reduction ceased as of January 1, 2025, with the result that his 2025 base salary, cash incentive target and long-term equity award have been restored to 2022 levels.

In December 2024, the Compensation Committee increased the 2025 base salary for our President by $50,000 and for each of our Chief Financial Officer and former Chief Operating Officer by $75,000. The Compensation Committee increased the cash incentive target for each of our President and Chief Financial Officer $100,000, and increased the long-term incentive awards for our President by $150,000 and our Chief Financial Officer by $200,000.

Total Stockholder Return

As shown in the tables below, the Company has delivered positive retuto stockholders over the long term and has consistently paid stockholder dividends and repurchased shares of our common stock. In fiscal 2024, over $538 million was returned in the form of dividends and share repurchases.

The following graph compares the performance of our common stock to the S&P MidCap 400 Index and the S&P 500 Insurance Index by assuming $100 was invested in each security as of December 31, 2019. The S&P MidCap 400 Index measures the performance of the United States middle-market capitalization equities sector. The S&P 500 Insurance Index is a capitalization-weighted index of domestic equities of insurance companies traded on the NYSE and NASDAQ. Our common stock is included in the S&P MidCap 400 Index.

Fiscal 2024 Operating and Financial Results(1)

The following table illustrates the Company's performance in fiscal 2024 relative to its performance in fiscal 2023. Adjusted operating results exclude the results of the Senior Health Segment, which is included in discontinued operations for all periods presented.