PRIMERICA, INC. COMPENSATION COMMITTEE CHARTER Adopted on March 31, 2010 and revised as of August 15, 2018
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1 PRIMERICA, INC. COMPENSATION COMMITTEE CHARTER Adpted n March 31, 2010 and revised as f August 15, 2018 Missin The Cmpensatin Cmmittee (the Cmmittee ) f Primerica, Inc. (the Cmpany ) is respnsible fr determining the cmpensatin fr the Cmpany s Chief Executive Officer (the CEO ), apprving the cmpensatin plans, plicies and prgrams f the Cmpany applicable t thse fficers f the Cmpany (including the CEO) that are determined by the Bard t be fficers under Sectin 16 f the Securities Exchange Act f 1934 (the Securities Exchange Act ) (cllectively, Senir Management ) in accrdance with guidelines established by the Cmmittee frm time t time, and reviewing brad-based and special cmpensatin plans acrss the Cmpany. Membership The Cmmittee shall cnsist f at least three members f the Bard f Directrs (the Bard ), each f whm shall meet the independence, experience, and expertise requirements f the New Yrk Stck Exchange and ther applicable laws and regulatins. At least tw members f the Cmmittee shall qualify as nn-emplyee directrs as defined under Sectin 16 f the Securities Exchange Act and as utside directrs under Sectin 162(m) f the Internal Revenue Cde. The members f the Cmmittee and the Cmmittee Chair shall be appinted by, and may be remved by, the Bard. If n Cmmittee Chair is appinted by the Bard, the Cmmittee members may designate a Cmmittee Chair by majrity vte. Meetings and Operatins The Cmmittee shall meet as ften as it deems necessary t perfrm its duties and discharge its respnsibilities, but nt less frequently than fur times per year. Meetings f the Cmmittee may be held in persn r by telephne. A majrity f the members f the Cmmittee shall cnstitute a qurum sufficient fr the taking f any actin by the Cmmittee. All nn-management directrs wh are nt members f the Cmmittee may attend meetings f the Cmmittee but may nt vte. The Cmmittee may request that any directrs, fficers, ther emplyees, r ther persns whse advice and cunsel is sught by the Cmmittee attend any meeting f the Cmmittee. The Cmmittee shall regularly meet in executive sessin withut any members f executive management present. The Cmmittee Secretary shall prepare minutes fr each Cmmittee meeting. A draft f the minutes frm each meeting will be circulated t the Cmmittee members and apprved by the Cmmittee members at a subsequent Cmmittee meeting. Duties and Respnsibilities The Cmmittee shall have the fllwing duties and respnsibilities: 1 f 5
2 Executive Cmpensatin Matters Establish, review and when apprpriate make changes t the executive cmpensatin principles, philsphy, and strategy that guide executive pay decisins. Annually review and apprve crprate gals and bjectives relevant t CEO cmpensatin and evaluate the CEO s perfrmance in light f these gals and bjectives. Based n such evaluatin, annually review and determine the base salary, incentive cmpensatin and lngterm cmpensatin fr the CEO In determining lng-term incentive cmpensatin f the CEO, the Cmmittee shall cnsider, amng ther factrs, the Cmpany s perfrmance, the individual s perfrmance, the value f similar incentive awards t individuals at these psitins at cmparable cmpanies and, if apprpriate, the awards given t the CEO in past years. If the Chairman f the Bard f Directrs is als a Cmpany emplyee, the Cmmittee shall determine such Chairman s cmpensatin in the same manner as CEO cmpensatin. If satisfactin f the bjectives will be used t determine incentive cmpensatin then (a) annually review the bjectives f the executive fficers whse cmpensatin fr the prir fiscal year was described (r is expected t be described) in that year s prxy statement (cllectively, the NEOs ) and (b) apprve the bjectives f members f the Executive Team. After cnsultatin with the CEO, determine the base salaries, incentive cmpensatin and lng-term incentive cmpensatin fr members f the Executive Team ther than the CEO. Review and make recmmendatins t the Bard regarding the frms f emplyment agreements, severance arrangements and change in cntrl agreements and prvisins fr members f the Executive Team, including the CEO, when, and if, apprpriate. Annually review and discuss the Cmpensatin Discussin and Analysis with Management, and, if apprpriate, recmmend t the Bard that the Cmpensatin Discussin and Analysis be included in the Cmpany s filings with the Securities and Exchange Cmmissin (the SEC ). With respect t the prxy statements that include apprval f the Cmpany s executive cmpensatin, recmmend that the Bard recmmend apprval f the Cmpany s executive cmpensatin prgram t the stckhlders. Prepare an annual reprt fr inclusin in the Cmpany s prxy statement. Nn-Emplyee Directr Cmpensatin Matters Recmmend t the Bard the value and cmpnents f nn-emplyee directr cmpensatin, including cash and equity retainers, chairman fees, and lead directr fees. Cnsider the nn-emplyee directr cmpensatin fr peer cmpanies regularly, including prir t recmmending t the Bard any increases in nn-emplyee directr cmpensatin. Apprve annually the frm(s) f directr award agreements t be used in cnnectin with equity awards t nn-emplyee directrs. 2 f 5
3 Risk Management Matters Meet at least annually with an independent cmpensatin cnsultant t discuss, evaluate and review the Cmpany s plicies and practices f cmpensating its emplyees, including nnexecutive fficers, as they relate t risk management practices and risk-taking incentives, including: The general design philsphy f the Cmpany s cmpensatin plicies and practices fr emplyees whse behavir wuld be mst affected by the incentives established by such plicies and practices, as such plicies and practices relate t r affect risk taking by emplyees n behalf f the Cmpany, and the manner f their implementatin; The Cmpany s risk assessment r incentive cnsideratins, if any, in structuring its cmpensatin plicies and practices r in awarding and paying cmpensatin; Hw the Cmpany s cmpensatin plicies and practices impact risk t the Cmpany resulting frm the actins f emplyees in bth the shrt term and the lng term; and Material adjustments the Cmpany has made t its cmpensatin plicies and practices as a result f changes in its risk prfile. Annually review the ptential risk f emplyee incentive plans. Take such actin as the Cmmittee deems necessary t limit risks relating t cmpensatin after the risk-related reviews described abve. Plan Matters After cnsultatin with the CEO, authrize, apprve, amend and/r terminate any new r existing Senir Management cmpensatin and benefit plans, including incentivecmpensatin and equity-based plans. Make recmmendatins t the Bard regarding the creatin, authrizatin, apprval, amendment and/r terminatin f any new r existing nn-emplyee directr cmpensatin and benefit plans. Administer and interpret the Cmpany s Amended and Restated 2010 Omnibus Incentive Plan and ther equity plans, if any (cllectively, the Incentive Plan ), including, as the Cmmittee deems apprpriate, granting awards under such Plan and adpting administrative rules, regulatins, prcedures and guidelines gverning the Incentive Plan and awards under the Incentive Plan. Administer and interpret any Cmpany plan that prvides fr the purchase f its securities by its emplyees, agents, r independent cntractrs (the "Purchase Plans"), including, as the Cmmittee deems apprpriate, adpting administrative rules, regulatins, prcedures and guidelines gverning such Purchase Plans. Appint the members f the Cmpany s Plans Administratin Cmmittee (the Plans Administratin Cmmittee ). The members f the Plans Administratin Cmmittee may be, but are nt required t be, directrs f the Cmpany. 3 f 5
4 Review peridic presentatins frm the Plans Administratin Cmmittee relating t the status f the Cmpany s 401(k) Plan. The Cmmittee may delegate the pwers and functins described under this subheading Plan Matters t the respective Plan Administratrs, r ther apprpriate cmmittees r individuals, if such delegatin is cnsistent with the Cmpany s verall cmpensatin plicies, prvided hwever, that the Cmmittee may nt delegate the pwer t: (i) create, authrize, apprve, amend and/r terminate any new r existing incentive cmpensatin r equity-based plan in which members f Senir Management r directrs participate; r (ii) terminate, r substantially reduce r freeze benefits r future accruals under, any plan ther than welfare benefit plans. Natinal Benefit Life Insurance Cmpany With respect t Natinal Benefit Life Insurance Cmpany ("NBL"), the Cmpany s New Yrk-dmiciled life insurance subsidiary, the Cmpensatin Cmmittee, fr the limited purpse f cmpliance with New Yrk Insurance Law 1202(b)(2) Independent Directrs and Cmmittees f the Bard f Directrs, (the "NY Law"), shall: Evaluate the perfrmance f fficers deemed by the Cmmittee t be principal fficers f NBL. Recmmend t Primerica Life Insurance Cmpany, NBL s sle stckhlder, the selectin and cmpensatin f the principal fficers f NBL. In carrying ut these respnsibilities, the Cmpensatin Cmmittee shall be deemed, cnsistent with the prvisins f the NY Law, t be the cmpensatin cmmittee f NBL slely fr purpses f the NY Law. It is nt intended that the Cmpensatin Cmmittee shall be, r shall be deemed t be, the cmpensatin cmmittee f NBL fr any ther purpse. It is nt intended that any member f the Cmpensatin Cmmittee shall be, r shall be deemed t be, a directr, fficer r agent f NBL as a result f assuming r carrying ut the respnsibilities required by the NY Law. Other Respnsibilities Regularly reprt t the Bard n the Cmmittee s activities. Cnduct an annual review f the Cmmittee s perfrmance and reprt the results t the Bard. Peridically assess the adequacy f this charter and recmmend changes t the Crprate Gvernance Cmmittee as needed. In its sle discretin and subject t the ther prvisins f this charter, retain r btain the advice and assistance, as needed, frm cmpensatin cnsultants, independent legal cunsel, and ther cmpensatin advisrs, with the direct respnsibility t appint, cmpensate and versee the wrk f any such advisrs retained by the Cmmittee. Relatinships with cmpensatin cnsultants shall be disclsed in accrdance with applicable law. The Cmmittee may select cmpensatin cnsultants, independent legal cunsel r ther advisr t the Cmmittee nly after taking int cnsideratin all factrs relevant t that 4 f 5
5 persn s independence frm Management, including the six factrs specified in Rule 10C-1 f the Securities Exchange Act. Receive ntificatin frm Management prir t the hiring f any cmpensatin cnsultants by the Cmpany; prvided that the Cmpany shall nt engage a cmpensatin cnsultant used by the Cmmittee withut the Cmmittee s prir written cnsent. Receive reprts at least annually regarding the status f cmpliance by Senir Management and directrs with any applicable stck wnership guidelines. Delegate respnsibility as expressly set frth in this charter, r t subcmmittees f the Cmmittee as necessary r apprpriate prvided such delegatin is nt prhibited by applicable law r regulatin. Perfrm any ther duties r respnsibilities expressly delegated t the Cmmittee by the Bard frm time t time. Funding and Resurces Cmpany persnnel will be available t the Cmmittee t prvide pertinent data and infrmatin requested by the Cmmittee. Furthermre, the Cmpany shall prvide adequate funding, as determined by the Cmmittee, fr payment f reasnable cmpensatin t a cmpensatin cnsultant, independent legal cunsel r any ther advisr retained by the Cmmittee. 5 f 5
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