PRI Primerica Inc

By Order of Our Board of Directors,

S TACEY K. G EER

Chief Governance Officer and Corporate Secretary

Duluth, Georgia

April 5, 2018

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

2018 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”)

On or about April 5, 2018, we will mail a Notice of Internet Availability of Proxy Materials to holders of our common stock as of the record date, other than those holders who previously requested electronic or paper delivery of communications from us.

How to Cast Your Vote

See “Information About Voting and the Annual Meeting — How do l Vote?” on page 78 for more information.

Stockholders of record can vote by any of the following methods:

Corporate Strategy

Primerica, Inc. (the “Company”) is a leading distributor of financial products to middle-income households in the United States and Canada with 126,121 licensed sales representatives at December 31, 2017. We 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 approximately five million lives and have over two million client investment accounts at December 31, 2017. Our distribution 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 means to gain financial independence. We believe there is significant opportunity to meet the increasing array of financial services needs of our clients. We intend to leverage our sales force to provide additional products and services that meet such client needs, which will drive long-term value for all of our stakeholders. Our strategy is organized across four primary areas:

Corporate Performance

The bar graphs below depict our performance over the past five fiscal years for the four metrics that we use to measure corporate performance for purposes of incentive compensation:

Corporate Governance Matters

See “Governance” beginning on page 4 for more information.

In June 2017, our Board of Directors (the “Board” or our “Board of Directors”) elected Senator C. Saxby Chambliss to the Board, bringing the size of the Board to 12 members. With the retirement of Mr. Robert F. McCullough at the Annual Meeting, the Board will again consist of 11 members. We are pleased that our Board reflects the diversity in the communities that we serve, with female directors and directors with racial or ethnic diversity each comprising 27.2% of our director nominees.

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

Board Structure

Stockholder Rights

Other Highlights

Each director nominee attended more than 85% of the aggregate of all meetings of our Board of Directors and each committee of which he or she was a member during fiscal 2017.

Senator C. Saxby Chambliss was elected to our Board in June 2017. Mr. G. Williams was elected to the Board and promoted to Chief Executive Officer (also referred to as “CEO”) as of April 1, 2015. The remaining nine director nominees have served at least since the 2014 Annual Meeting of Stockholders. 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.

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

Board Structure

Our Board currently consists of twelve directors, and after the Annual Meeting our Board will consist of eleven directors. The Company’s governance documents provide our Board with flexibility to select the appropriate leadership structure for the Company. Currently, 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 since 2005. 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.

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.

Director Independence

Independence Determinations

Mr. R. Williams and Mr. Addison are not independent because they previously served as the Company’s Co-Chief Executive Officers. 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 outside directors who served on our Board during fiscal 2017 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 2017, 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 2017, 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 2017, members of the Compensation Committee met the additional standards then applicable to outside directors under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and they qualify as non-employee directors as defined in Rule 16b-3 under the Exchange Act.

In determining Senator Chambliss’ independence, the Board of Directors considered the fact that, before Senator Chambliss was elected to the Board, the Company had retained the law firm of DLA Piper, of which Senator Chambliss is a partner, to provide legal advice to the Company on various regulatory and transactional matters. Senator Chambliss does not perform legal work for the Company and the Company does not believe that Senator Chambliss has any material interest, whether direct or indirect, in any of the arrangements we have with DLA Piper. Therefore, the Board has determined that Senator Chambliss qualifies as an independent

director. In addition, the Corporate Governance Committee has implemented certain safeguards to ensure that Senator Chambliss’ position with DLA Piper does not impact his independence.

In determining Mr. Mason’s independence, the Board of Directors considered the fact that Citigroup Inc. (“Citigroup”) performs certain services for the Company and is a member of the Company’s bank syndicate for its new revolving credit facility. The Company does not believe that Mr. Mason has any material interest, whether direct or indirect, in any of the transactions and agreements we have with Citigroup. Therefore, the Board has determined that Mr. Mason qualifies as an independent director.

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:

Board Diversity

Diversity is very important to us. We strive to offer an inclusive business environment that offers and benefits from diversity of people, thought and experience. This also holds true for 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. 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. The Corporate Governance Committee and our Board generally view diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint and perspective, professional experience, education, skill and other qualities or attributes that together contribute to the successful functioning of our Board.

Director Nomination Process

In discharging its responsibility for director nominations, the Corporate Governance Committee receives input from the Chairman of the Board, other directors and, if applicable, the Corporate Governance Committee’s independent professional search firm. It also considers and evaluates any candidates recommended by our stockholders, as described below.

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, not the interests of particular constituencies. The Corporate Governance Committee and our Board have not established specific minimum age, education, years of business experience or specific types of skills for potential candidates. 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 the 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. The Corporate Governance

Committee reviews the results of all interviews and 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 three percent 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 percent 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.”

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 rationale behind it. 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.

Board Evaluation Process

The Company’s 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 of the members 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 more time to reflect on the functioning of the Board as a whole. The 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 specific items that require additional attention and a plan is developed to address any action items.

For fiscal 2017, the Corporate Governance Committee also retained a third party to facilitate in-depth Board and Committee assessments. The third party met in person with each director 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 in-person oral report to each of the Corporate Governance Committee and the Board of Directors with recommendations for improvement.

Board’s Role in Risk Oversight

Our Board is ultimately responsible for overseeing the Executive Team’s management of the various risks facing the Company as well as the Company’s tone at the top and overall risk culture. The Board has delegated to the Audit Committee responsibility for regularly monitoring our enterprise risk management (ERM) program. Management uses the ERM program to identify, aggregate, monitor and manage risks. The program also defines our risk appetite and culture.

The Audit Committee is responsible for ensuring that all risk areas are being monitored by senior management and that all risk management matters are being reported to our Board or

appropriate Board committee and are being addressed as needed. The Board and each Board committee are responsible for monitoring and reporting on the material risks associated with their respective subject matter areas:

At the Board’s request, a cross-functional group of management-level employees provides, at least annually, an update on cybersecurity risks. This presentation includes information on system readiness and protection, our incident response plan, recent internal training exercises and recovery plans.

Management is responsible for implementing the Board-approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risks. In fiscal 2017, Management’s Business Risk and Control Committee regularly monitored the major risks facing the Company and our Chief Risk Officer presented a risk profile and quarterly status updates to the Audit Committee. Management re-evaluates and ranks the Company’s risks annually, and the rankings are shared with the Audit Committee. The Audit Committee receives detailed updates on the Company’s top ten risks each quarter, and receives updates on other risks as needed. These updates include risks on which the Management team has been devoting attention and may include matters relating to financial compliance, operational assessments, compliance monitoring and testing, cybersecurity and legal developments. The Audit Committee also ensures that the Board of Directors is apprised of significant risks determined by Management to have a potential significant impact on the Company as a whole.

Further, our Chief Internal Auditor and General Counsel each present to our Audit Committee quarterly on developments in the business that are believed to expand or minimize business risk. The Company’s Chief Internal Auditor also meets in executive session with the Audit Committee at least quarterly and she reports directly to the Audit Committee with respect to Internal Audit findings. The Audit Committee uses the results of its discussions with the Company’s Chief Internal Auditor to monitor the audit schedule for the internal audit group.

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 Chief Governance Officer (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 for the most current means of communicating with our directors.

Stockholder Engagement

Consistent with the process we have followed since 2013, in late fiscal 2017 we invited the Company’s top stockholders, which together represented over 60% of our outstanding shares, to speak with management about topics important to them. Specific topics covered during these conversations included Board diversity, ESG matters, proxy access and other governance matters and executive compensation. 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 proxy statement. This feedback was reviewed by our Board of Directors and the relevant Board committees. The table below describes requests received during these conversations and our responses to those suggestions.

Role of Compensation Consultant

The Compensation Committee retained Pearl Meyer & Partners (“Pearl Meyer”) as its independent consultant for fiscal 2017 and determined that the Company would not retain Pearl Meyer for any projects without the prior consideration and consent of the Compensation Committee. Pearl Meyer’s responsibilities for fiscal 2017 included:

See “Executive Compensation — Compensation Discussion and Analysis (“CD&A”) — Fiscal 2017 Executive Compensation — The Compensation Setting Process — Compensation Consultant.”

Code of Conduct

The Company’s Code of Conduct applies to all employees, directors, and officers of the Company and its subsidiaries. The Code of Conduct is posted on the Corporate Governance page of our investor relations website at http: // investors.primerica.com and is available in print, free of charge, to our stockholders who request a copy. The Company also has made available an Ethics Hotline, which can be accessed by phone or email and permits employees to anonymously report a violation of the Code of Conduct. Any changes to the Code of Conduct will be posted on the Company’s investor relations website.

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 nominated to serve as one of our directors. One of our directors, Robert F. McCullough, is not standing for re-election as he has reached our mandatory retirement age for directors. Mr. McCullough has served as a director since our initial public offering (“IPO”) in April 2010 and we thank him for his years of distinguished service.

JOHN A. ADDISON, JR.

		Board Committees:   None		Public Directorships:   None
Chief Executive Officer of Addison Leadership Group   Age: 60   Director Since October 2009
Mr. Addison has been the Chief Executive Officer of Addison Leadership Group since April 2015. He also serves as Non-Executive Chairman of Primerica Distribution. Mr. Addison served as the Company’s Co-Chief Executive Officer from 1999 through March 2015 and served the Company in various capacities since 1982 when he joined us as a business systems analyst. He has served in numerous officer roles with Primerica Life Insurance Company (“Primerica Life”), a life insurance underwriter, and Primerica Financial Services, Inc., a general agent, both of which are subsidiaries of Primerica. He served as Vice President and Senior Vice President of Primerica Life, as well as Executive Vice President and Group Executive Vice President of Marketing. In 1995, he became President of the Primerica operating unit of Citigroup and was promoted to Co-Chief Executive Officer in 1999. Mr. Addison is President and Chief Executive Officer of Addison Leadership Group LLC and he serves on the Board of the National Monuments Foundation. Mr. Addison received his B.A. in Economics from the University of Georgia and his M.B.A. from Georgia State University.   Mr. Addison brings to our Board his 15 years of experience as our Co-Chief Executive Officer and over 30 years of understanding the Company and our business, along with general management and marketing expertise.

JOEL M. BABBIT

		Board Committees:   Corporate Governance		Public Directorships:   None
Co-Founder and Chief Executive Officer of Narrative Content Group, LLC (formerly MNN Holding Company, LLC))   Age: 64   Director Since August 2011
Mr. Babbit is the Co-Founder and Chief Executive Officer of Narrative Content Group, LLC (formerly MNN Holding Company, LLC) (“NCG”), one of the leading resources for the production and distribution of digital content. Prior to launching NCG in 2009, Mr. Babbit spent more than 20 years in the advertising and public relations industry, creating two of the largest advertising agencies in the Southeastern US – Babbit and Reiman (acquired by London-based GGT) and 360 (acquired by WPP Group’s Grey Global Group). Following the acquisition of 360 by Grey Global Group in 2002, Mr. Babbit served as President and Chief Creative Officer of the resulting entity, Grey Atlanta, until 2009. He also previously served as President of WPP Group’s GCI, a public relations firm, and as Executive Vice President and General Manager for the New York office of advertising agency Chiat/Day Inc. Following his hometown of Atlanta being awarded the 1996 Summer Olympics, and at the request of Mayor Maynard Jackson, Mr. Babbit took a leave of absence from the private sector to serve as Chief Marketing and Communications Officer for the City of Atlanta and as a member of the Mayor’s cabinet. He received an A.B.J. degree from the University of Georgia.   Mr. Babbit brings to our Board over 20 years of experience in marketing and advertising, his management experience, his expertise in social media and his experience as an entrepreneur.

CYNTHIA N. DAY

		Board Committees:   Audit   Corporate Governance		Public Directorships:   Aaron’s, Inc.
President and Chief Executive Officer of Citizens Bancshares Corporation and Citizens Trust Bank   Age: 52   Director Since January 2014
Ms. Day has been the President and Chief Executive Officer of Citizens Bancshares Corporation and Citizens Trust Bank since February 2012. Citizens Bancshares Corporation was a publicly held corporation until January 2017. She served as Chief Operating Officer and Senior Executive Vice President of Citizens Trust Bank from February 2003 to January 2012 and served as its acting President and Chief Executive Officer from January 2012 to February 2012. She previously served as the Executive Vice President and Chief Operating Officer and in other capacities of Citizens Federal Savings Bank of Birmingham from 1993 until its acquisition by Citizens Trust Bank in 2003. Before joining Citizens Trust Bank, she served as an audit manager for KPMG. Ms. Day also serves on the Board of Directors of Aaron’s. Inc., the National and Georgia Banker’s Associations, the Georgia Bankers Association and the Atlanta Area Council of Boy Scouts of America. She is a member of the Georgia Society of CPAs and a member of the Rotary Club of Atlanta. Ms. Day received a B.S. degree from the University of Alabama.   Ms. Day brings to our Board experience as the chief executive officer of a publicly held company as well as expertise in general management, mergers and acquisitions (“M&A”), government and regulatory affairs, finance and accounting, strategic planning, risk and asset management and corporate governance. She also has experience serving on the boards of directors of several public companies. In addition, the customer base served by Citizens Bancshares is very similar to that served by the Company, giving her a great understanding of their buying habits, the products they purchase and effective marketing and communication methods.

MARK MASON

		Board Committees:   Compensation		Public Directorships:   None
Chief Financial Officer of the Institutional Clients Group of Citigroup   Age: 48   Director Since March 2010
Mr. Mason has been the Chief Financial Officer of the Institutional Clients Group of Citigroup since September 2014. He previously served as Chief Executive Officer of Citi Private Bank, a division of Citigroup’s Institutional Clients Group, from May 2013 to September 2014; as Chief Executive Officer of Citi Holdings, an operating segment of Citigroup that comprises Citi Brokerage and Asset Management, Global Consumer Finance and Special Assets Portfolios, from January 2012 to May 2013; and as Chief Operating Officer of Citi Holdings from January 2009 to December 2011. Mr. Mason joined Citigroup in 2001 and has also served as the Chief Financial Officer and Head of Strategy and M&A for Citigroup’s Global Wealth Management Division, Chief of Staff to Citigroup’s Chairman and Chief Executive Officer, Chief Financial Officer and Chief Operating Officer for Citigroup Real Estate Investments and Vice President of Corporate Development at Citigroup. Prior to joining Citigroup, Mr. Mason held various positions at Lucent Technologies, Marakon Associates, a strategy consulting firm, and Goldman, Sachs & Co. He received a B.B.A. in Finance from Howard University and an M.B.A. from Harvard Business School.   Mr. Mason brings to our Board expertise in general management, finance, strategic planning, M&A, and investment banking and capital markets.

Director Qualifications

Set forth below is a chart that highlights certain skills, qualifications and characteristics of the members of our Board who are standing for re-election.

Our Board takes an active and thoughtful approach to Board refreshment. Since 2014 we have appointed four new directors, three of whom are independent. As set forth below, our director nominees exhibit a balanced mix of tenure, age, independence, and diversity:

Board Meetings

During fiscal 2017, our Board held seven meetings. Each director attended more than 85%, collectively, of the meetings of our Board and its committees on which he or she served during fiscal 2017. We expect our directors to attend each Annual Meeting of Stockholders absent extraordinary circumstances, and, each director attended the 2017 Annual Meeting of Stockholders.

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 on our investor relations website at http://investors.primerica.com and 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 as of December 31, 2017.

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

Director Compensation Table

The following table shows fiscal 2017 compensation for our non-employee directors.

At December 31, 2017, our non-employee directors other than Senator Chambliss each held 624 unvested equity awards that had been granted on May 17, 2017 and Senator Chambliss held 697 unvested equity awards that had been granted on June 7, 2017. As of December 31, 2017, these awards had a market value of $63,367 and $70,780, respectively, based on the closing price per share of our common stock on the NYSE on that date of $101.55. All RSUs and deferred stock units granted in fiscal 2017 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 Primerica, Inc. 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 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 2017, Messrs. Babbit, Chambliss, Mason and R. Williams, and Ms. Day and Ms. Perez, participated in 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 four times their annual cash retainer. This requirement was increased from three times their annual cash retainer in December 2016. 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. Except for Senator Chambliss, who was elected to our Board in June 2017 and is not yet required to comply with the ownership guidelines, the stock ownership of each of our non-employee directors exceeds the required ownership guidelines.

Compensation Committee Message

To Our Fellow Stockholders,

The Company’s strong performance in 2017 resulted in our Executive Team earning short-term incentive payouts in excess of target. All bonus-eligible employees were equally rewarded, since the two groups have the same corporate performance goals and metrics. Underpinned by strong operating results, the market price of Primerica’s common stock increased 46.8% during the year. Total stockholder return was 48.0%. Our Executive Team also prepared the Company to adapt to the Department of Labor’s Fiduciary Rule, rolled out a new platform for our Investments and Securities business, and invested considerable time developing a strategic framework that capitalizes on Primerica’s strengths to shape and strengthen future growth in furtherance of long-term value creation.

We recognize that, in the short run, stock price movements are heavily influenced by market trends. However, we do believe that a portion of 2017’s stock appreciation reflects growing investor understanding of the Company’s increasingly strong foundation and potential.

For the 2018 performance year, no changes were made to the metrics or weightings used for the short-term incentive program. While we carefully assess both the metrics and weightings each year, we continue to believe that the current inputs are the right ones to accomplish the 2018 goals set by the Board of Directors. We would like to call your attention to the new table on page 39 that indicates how each of the short-term incentive metrics relates to the key pillars of the company’s strategic framework.

Beginning with the equity awards granted in February 2017, as discussed in our 2017 proxy statement message, we fixed the grant award amounts for each of our Executive Team members. These amounts are set in February of each performance year, although the grant is made the following February, after the close of the performance year. Fifty percent of the equity award is granted in restricted stock units (RSUs) that vest ratably over three years, and 50% is awarded in performance stock units (PSUs) that cliff vest in three years and whose ultimate payout is tied to the return on average equity (ROAE) achieved over that period. The equity awards granted to our Executive Team in February 2018 were consistent with the fixed values approved by this Committee in February 2017.

Target compensation increases are expected to be rare under our current executive compensation framework, which provides each executive with a competitive overall package and upside related to above-target Company performance (as well as downside risk for performance that falls short of Company goals). However, we increased the short-term incentive targets for 2018 for our Chief Financial Officer and Chief Operating Officer, and also increased the fixed equity award level for our Chief Operating Officer beginning with the February 2019 award. While the increases were relatively modest, we believed it was important to recognize the outstanding job both have done not only taking on more responsibility, but also providing support more broadly to our CEO and expanding their leadership within the Company.

The Compensation Committee spent considerable time in 2017, with the help of management and outside resources, analyzing the many potential financial drivers of Primerica’s stock price. The market’s perception of a company can change over time, and therefore the key drivers of stock price are not static. In the end, for the February 2018 grant of PSUs, we continued to use the single metric of ROAE. We will continue to revisit the issue in 2018 and the years ahead.

The Tax Cuts and Jobs Act of 2017 had a meaningful impact on Primerica’s 2017 results, as it did for most U.S. companies. It will also affect results for 2018 and beyond. As a result, we have adjusted the performance targets we originally set for the 2016 and 2017 PSU awards, since those ROAE targets did not and could not contemplate the significant financial benefit that

Primerica will enjoy. These changes are discussed in a new section called “Adjustments to Compensation Targets” beginning on page 40. Our Executive Team fully supports these adjustments.

We believe the current design of our executive compensation programs are having the desired impacts and are well suited to the challenges and opportunities at hand. We always welcome the observations and input of our fellow stockholders on this important matter.

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.

Compensation Discussion and Analysis (“CD&A”)

2017 Highlights

Named Executive Officers

Our named executive officers during fiscal 2017 were: