Jackson Financial Inc PRE 14A, filed Mar 21, 2024

Laura L. Prieskorn

Chief Executive Officer and Director

Marcia L. Wadsten

Executive Vice President and Chief Financial Officer

Craig D. Smith

President, CEO and Chief Investment Officer, PPM America, Inc.

Scott E. Romine

President and CEO, Jackson National Life Distributors LLC

Carrie L. Chelko

Executive Vice President and General Counsel

Jackson Financial Inc. (JXN)

PRE 14A 2024-03-21 For: 2024-05-23

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Date, Time, and Place:				Record Date:
May 23, 2024 10:00 A.M. Eastern Daylight Time (“EDT”) 1 Corporate Way Lansing, Michigan 48951 517-381-5500				March 25, 2024

1.	Election of nine Directors to serve a one-year term	FOR (each of the nominees)
2.	Ratification of the Appointment of KPMG LLP as Jackson Financial Inc.’s independent auditor for 2024	FOR
3.	Advisory Vote to approve executive compensation	FOR
4.	Adopt the Fourth Amended and Restated Certificate of Incorporation to update the exculpation provision and make ministerial changes to the Certificate	FOR
	And such other business as may properly come before the Annual Meeting and any postponements and adjournments thereof. As of the date of this proxy statement, we have not received notice of any such matters.

INTERNET	TELEPHONE	MAIL

www.proxyvote.com up until 11:59 p.m. EDT May 22, 2024	1-800-690-6903 up until 11:59 p.m. EDT on May 22, 2024	Mark, sign, and date your proxy card and return it at least one week before the annual meeting in the pre-addressed, postage-paid envelope we provided

	1			Proxy Statement Summary
	2 The Jackson Difference
	4 Our Director Nominees
	5 Corporate Governance Practices
	5 Shareholder Engagement Highlights
	6 Executive Compensation
	6 2023 Pay Mix
	7 Our Corporate Responsibility: We Stand for Positive Change
	9			Proposal 1 — Election of Directors
	11			Our Director Nominees
	22			Corporate Governance
	22 Areas of Focus for the Board
	23			Corporate Governance Highlights
	23			Building our Board of Directors
	23 Director Criteria and Nominating Process
	23 Director Qualifications and Diversity
	24 Director Independence
	24 Director Nominee Selection Process
	25			Annual Election of Directors
	25 Board Refreshment, Outside Commitments, Ongoing Education, and Assessment
	25 Outside Commitments
	26 Mandatory Retirement Age
	26 Director Continuing Education
	26 Board and Committee Annual Evaluations
	27			Leadership Structure and Board Oversight
	27 Independent Chair
	27 Responsibilities of the Independent Chair
	27 Board Oversight
	27 Selected Areas of Board Oversight
	27 Board Oversight of Strategy
	28 Board Oversight of Talent, Succession Planning and other Human Capital Matters
	28 Board Oversight of Risk
	29 Selected Areas of Committee Oversight of Risk
	30 Board Oversight of Corporate Responsibility
	31			Board and Committee Meetings and Committee Responsibilities
	31 Board and Committee Meetings
	31 Attendance
	31 Committee Structure and Composition
	31			Our Board Committees
	33			Engagement
	33 Active Shareholder Engagement Informs Our Board
	33 Shareholder Engagement
	33 2023 Shareholder Engagement Program by the Numbers
	33 2023 Fall Shareholder Engagement Spotlight
	34 Communication with the Board
	35			Non-Employee Director Compensation
	35 2023 Annual Director Compensation

	36 Board Chair Compensation
	36 2023 Director Compensation Table
	37 Directors’ Stock Ownership Guidelines
	37 Director’s Matching Gift Program
	38			Security Ownership
	38 Security Ownership of Certain Beneficial Owners
	39 Security Ownership of Directors and Management
	40			Proposal 2 — Ratification of Independent Auditor
	41 Pre-Approval Policy for Audit and Non-Audit Services
	41 Audit Fees, Audit-Related Fees and All Other Fees
	42 Report of the Audit Committee
	43			Proposal 3 — Say-on-Pay
	44			Compensation Discussion and Analysis
	44 Executive Summary
	45 Compensation Philosophy
	46 Our Compensation and Governance Practices
	47 Compensation Peer Group
	48 Elements of our Executive Compensation Program
	48 What’s New with our 2023 Compensation Program
	57 Report of the Compensation Committee
	58			Executive Compensation Tables
	58 Summary Compensation Table
	60 Grants of Plan-Based Awards for Fiscal Year 2023
	62 Outstanding Equity Awards at Fiscal Year End 2023
	64 Option Exercises and Stock Vested
	64 Fiscal Year 2023 Nonqualified Deferred Compensation Plan
	65 Potential Payments Upon Termination or Change in Control
	69			CEO Pay Ratio
	69 Median Employee Identification Process
	69 Calculation of the Pay Ratio
	70			Pay vs. Performance
	74			Proposal 4 — Update Our Exculpation Provision
	75			Transparency
	75 Governance Documents
	75 Political Activity
	75 Code of Conduct and Business Ethics / Code of Financial Ethics
	75 Hedging and Pledging Prohibition
	75 Director Independence Analysis
	76 Certain Relationships and Related Persons Transactions
	78 Delinquent Section 16(a) Reports
	79			Questions and Answers
	82			Information not Incorporated into this Proxy Statement
	A-1			Appendix A — Definitions and Non-GAAP Financial Measures
	B-1			Appendix B — Fourth Amended and Restated Certificate of Incorporation

Date, Time, and Place:				Record Date:
May 23, 2024 10:00 A.M. EDT 1 Corporate Way Lansing, Michigan 48951 517-381-5500				March 25, 2024

Proposal		Board’s Voting Recommendation
1.	Election of nine Directors to serve a one-year term	FOR (each of the nominees)
2.	Ratification of the Appointment of KPMG LLP as Jackson Financial Inc.’s independent auditor for 2024	FOR
3.	Advisory Vote to approve executive compensation	FOR
4.	Adopt the Fourth Amended and Restated Certificate of Incorporation to update the exculpation provision and make ministerial changes to the Certificate	FOR
	And such other business as may properly come before the Annual Meeting and any postponements and adjournments thereof. As of the date of this proxy statement, we have not received notice of any such matters.

	We Are a Leading U.S. Retirement Services Provider
	Jackson is a leading U.S. retirement services provider committed to reducing the complexity of retirement planning. Our range of nationwide commission and advisory-based annuities has made us one of the largest retail annuity companies in the United States as determined by sales. Founded in 1961, Jackson became an independent, public company in September 2021 upon our separation from Prudential plc and listing on the New York Stock Exchange. We have been included on the Fortune 500 since 2022 and in 2023 were one of 52 companies on the list led by a female chief executive officer.

					YEAR ENDED DECEMBER 31
					2023
					(in millions)
	Net income (loss) attributable to common shareholders				$899
	Pretax Adjusted Operating Earnings(1)				$1,165
	Return on Equity (“ROE”) attributable to common shareholders				10.3%
	Adjusted Operating ROE attributable to common shareholders(1)				10.6%

	Independent Board Oversight				Board Refreshment & Other Practices				Shareholder Accountability
	• Independent Chair • All directors except CEO are independent • Fully independent Board committees, each with substantial oversight of company risks and ESG matters • Independent directors meet in executive sessions at each regular Board Meeting • Board participation in oversight of strategic planning				• Commitment to actively seek highly qualified women and individuals from underrepresented communities as potential nominees • Annual Board and committee evaluations • Director orientation and continuing education • Mandatory retirement age • Limits on Board member service on other public company boards				• Annual election of directors by majority vote in uncontested elections with director resignation policy • One vote per share • Shareholder right to call special meetings • No poison pill or shareholder rights plan • Directors and executive officers are: ◦ prohibited from hedging and pledging of Company stock; ◦ prohibited from receiving loans from the Company; and ◦ subject to robust stock ownership guidelines for directors and senior executives

	Pay for Performance A significant portion of compensation is at-risk and assessed based on preset goals that are aligned with our long-term strategy and drive increases in shareholder value			Provide Competitive Target Total Direct Compensation Our compensation enables us to attract, motivate, and retain high-performing executives
	Executives’ Interests Aligned with Shareholder Interests A significant portion of our NEOs’ total direct compensation is delivered in the form of stock-based incentives			Encourage Long-Term Decision-Making Our incentive compensation program consists of multi- year overlapping performance or restriction periods
	Reinforce Strong Risk Management We incentivize actions that create sustainable shareholder value and minimize excessive risk-taking			Maintain Strong Governance Our strong governance includes rigorous plan design, goal setting, risk mitigation, and benchmarking

	Strategy and Operations			Talent and Succession Planning
	• Reviewing and endorsing strategic plans • Reviewing corporate performance			• Overseeing and evaluating senior management performance and compensation • Providing advice and counsel to senior management in planning for effective succession • Evaluating the performance of the CEO and overseeing succession planning for the CEO

Governance and Risk Management			Board Composition and Effectiveness
• Overseeing and evaluating management’s systems and processes for the identification, assessment, management, mitigation, and reporting of major risks • Establishing, monitoring, and updating corporate governance standards and overseeing ESG matters • Monitoring of the processes established to maintain integrity and ethical conduct			• Recommending candidates for election to the Board • Setting standards for director qualification, orientation, and continuing education • Reviewing and assessing the Board’s leadership and committee structure • Undertaking an annual performance evaluation to ensure continued effectiveness of the Board

	Independent Oversight			• Independent Chair • All directors except CEO are independent • Fully independent Board committees, each with substantial oversight of Company risks and ESG matters • Independent directors meet in executive sessions at Board and committee meetings • Board participation and oversight in strategic planning
	Board Refreshment & Other Practices			• Commitment to actively seeking highly qualified women and individuals from underrepresented communities as potential nominees • Annual Board and committee evaluations • Director orientation and continuing education • Mandatory retirement age • Limits on Board member service on other public companies
	Shareholder Accountability			• Annual election by majority vote in uncontested elections of directors with director resignation policy • One vote per share • Shareholder right to call special meetings • No poison pill or shareholder rights plan • Directors and executive officers are: ◦ prohibited from hedging and pledging of Company stock; ◦ prohibited from receiving loans from the Company; and ◦ subject to robust stock ownership guidelines for directors and senior executives

	Executive Leadership Executive management experience in a public company or executive leadership experience as a division president or functional leader within a complex organization (9 of 9)			Audit and Financial Expertise Understanding or overseeing financial reporting, disclosure controls, and internal controls (8 of 9)
	Business Operations and Strategic Planning Experience developing and implementing operating plans and business strategy, company operations, operating platforms, and implementing technology strategies (8 of 9)			Corporate Governance Experience on governance committees, responsibility for governance functions, understanding of current corporate governance standards and best practices, and/or oversight of environmental, social, governance or sustainability matters (9 of 9)
	Finance and Investments Experience with debt and capital market transactions, mergers and acquisitions, financial investment markets, and investment decisions and strategy (9 of 9)			Human Capital Management Oversight of talent development, experience managing a human resources or compensation function (9 of 9)
	Insurance / Financial Services Experience in developing and distributing a wide variety of investment products, which may include insurance and annuities, within the financial services industry (9 of 9)			Legal, Compliance and Risk Management Professional experiences overseeing legal, compliance, and/or risk functions (8 of 9)
	Marketing and Communications Experience managing a marketing / sales function, increasing the perceived value of a product line or brand over time in the market (4 of 9)			Technology and Cybersecurity Knowledge of or experience with technology, cybersecurity, and related issues and risks (4 of 9)

MANAGEMENT
Led by our CEO, Chief Risk Officer and executive team, management implements and supervises day-to-day operations, monitors compliance with the Board-approved risk framework, and reports to the Board and its committees on significant risk matters.
FIRST LINE: RISK OWNERSHIP AND MANAGEMENT	SECOND LINE: RISK OVERSIGHT AND CHALLENGE	THIRD LINE: INDEPENDENT ASSURANCE
Our business functions have primary ownership of risk management relating to their area of expertise.	Our risk team focuses on risk oversight and challenges of strategic, financial and non- financial risks. Our compliance team oversees risk oversight and challenges for regulatory and compliance risks.	Our internal audit team provides independent, risk-based assessment and reporting on the overall effectiveness of risk management, control, and governance processes across the organization.

	Cybersecurity Risk Oversight Spotlight
	Comprehensive data protection and privacy Information security and privacy are key components of our governance and risk management framework. Our Chief Information Security Officer (“CISO”) provides at least annual formal updates to the Board and the Finance and Risk Committee on potential and actual cyber threats and cyber risks, and the progress of our ongoing security and privacy programs, including material policy changes, breaches, and remediation actions.
	Other Cybersecurity Governance Highlights • Our Information Security and Privacy department is comprised of individuals with diverse private and public sector backgrounds who have earned relevant and rigorous certifications • Regular independent third-party assessments, penetration testing and audits are conducted to validate controls and ensure our cybersecurity maturity level stays ahead of industry trends in meeting stringent security standards • Table-top exercises test our ability to respond to an attack with a skilled, practiced, and multi-disciplined team; regular scenario- based testing confirms the effectiveness of our plans and assures our risk preparedness • We reflect on and implement changes to improve the control environment and response plans when incidents may occur • Security Operations Centers conduct 24/7, ongoing threat monitoring • All associates with access to our Company’s systems receive comprehensive initial and annual training on responsible information security, data security, and cybersecurity practices and how to protect data against cyber threats • Our Information Security Policy is continually updated to align with multiple industry standards, including ISO27002, the National Institute of Standards and Technology Cybersecurity Framework, and applicable state regulations and federal regulatory requirements • Key cybersecurity controls related to financial reporting are tested by our external auditor during Jackson’s annual external integrated audit • We have a cybersecurity risk insurance program

	COMMITTEE				MEMBERS IN 2023				DESCRIPTION
	Audit Committee(1) Meetings held in 2023: 11				Gregory T. Durant (Chair) Lily Fu Claffee Derek G. Kirkland Russell G. Noles				The Audit Committee • has oversight of the Company’s accounting, financial reporting, disclosure and control processes, and audits of financial statements by the outside auditor; • has various risk management oversight responsibilities; • reviews and approves our internal audit plan and internal audit charter and oversees the work of the internal audit and independent audit functions; • in connection with the committee’s oversight of the independent auditor, the committee approves its compensation and oversees the engagement, performance, and continued independence of the independent auditor; and • oversees our compliance and ethics program, including regulatory compliance with applicable legal and regulatory requirements.

INDIVIDUAL DIRECTOR	ENTIRE BOARD OF DIRECTORS
REGULAR MAIL	REGULAR MAIL	EMAIL

[Name(s) of Director(s)] Jackson Financial Inc. c/o: Corporate Secretary 1 Corporate Way Lansing, Michigan 48951	Board of Directors Jackson Financial Inc. c/o: Corporate Secretary 1 Corporate Way Lansing, Michigan 48951	boardofdirectors @jackson.com

ANNUAL DIRECTOR COMPENSATION
Compensation Component	Non-Employee Director (other than Chair)	Chair of the Board
Annual Cash Retainer	$125,000	$270,000
Annual Equity Retainer (intended $ value)	$165,000	$330,000
Committee Chair Annual Cash Retainer
Audit Committee	$35,000
Compensation Committee	$25,000
Finance & Risk Committee	$35,000
Nominating & Governance Committee	$20,000

NAME	FEES EARNED OR PAID IN CASH(1)	STOCK AWARDS(2)	ALL OTHER COMPENSATION	TOTAL
Lily Fu Claffee	$119,681	$157,976	$0	$277,657
Gregory T. Durant	$160,000	$157,976	$0	$317,976
Steven A. Kandarian	$290,000	$315,979	$0	$605,979
Derek G. Kirkland	$72,917	$157,976	$0	$230,893
Drew E. Lawton	$125,000	$157,976	$0	$282,976
Martin J. Lippert	$119,681	$157,976	$0	$277,657
Russell G. Noles	$160,000	$157,976	$0	$317,976
Esta E. Stecher	$143,612	$157,976	$0	$301,588

	STOCK AWARDS
	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(A)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(B)
NAME	(#)	($)
Lily Fu Claffee	8,096	$414,515
Gregory T. Durant	5,872	$300,646
Steven A. Kandarian	29,059	$1,487,821
Derek G. Kirkland	5,872	$300,646
Drew E. Lawton	5,872	$300,646
Martin J. Lippert	8,096	$414,515
Russell G. Noles	5,872	$300,646
Esta E. Stecher	8,541	$437,299

NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS(1)
BlackRock, Inc.(2) 50 Hudson Yards New York, New York 10001	7,578,304	9.8%
Dimensional Fund Advisors LP(3) 6300 Bee Cave Road, Building One Austin, Texas 78746	4,175,972	5.3%
The Vanguard Group(4) 100 Vanguard Boulevard Malvern, Pennsylvania 19355	10,657,989	13.4%

NAME OF BENEFICIAL OWNER	COMMON SHARES	SHARES THAT MAY BE ACQUIRED WITHIN 60 DAYS(1)	PERCENT OF COMMON SHARES(2)
Non-Employee Directors
Lily Fu Claffee	26,737.35	6,984.10	[*]
Gregory T. Durant(3)	21,858.84	5,871.75	[*]
Steven A. Kandarian	64,065.24	11,744.55	[*]
Derek G. Kirkland(4)	31,853.81	5,871.75	[*]
Drew E. Lawton	15,858.83	5,871.75	[*]
Martin J. Lippert	26,737.34	6,984.10	[*]
Russell G. Noles	19,609.70	5,871.75	[*]
Esta E. Stecher	28,913.36	7,206.48	[*]
Named Executive Officers
Laura L. Prieskorn(5)	189,351.18	89,360.55	[*]
Marcia L. Wadsten	120,791.82	55,851.93	[*]
Craig D. Smith	67,914.94	36,302.77	[*]
Scott E. Romine	38,001.17	19,558.00	[*]
Carrie L. Chelko	32,488.86	22,489.76	[*]
Director Nominees and Executive Officers as a Group	773,175.03	320,733.38	[X.X]

FEE CATEGORY	2023	2022
Audit Fees(1)	$10,628,095	$13,883,813
Audit-Related Fees(2)	$ 274,456	$ 302,890
Tax Fees(3)	$ 169,838	$ 265,815
All Other Fees(4)	—	—
Total Fees	$11,072,389	$14,452,518

	PAYING FOR PERFORMANCE				The majority of executive compensation is in the form of variable elements that are based on Company and individual performance results that drive increases in shareholder value
	PROVIDING COMPETITIVE TARGET TOTAL DIRECT COMPENSATION (“TDC”) OPPORTUNITIES				We aim to offer competitive compensation that enables us to attract, motivate and retain high-performing executives
	ALIGNING EXECUTIVES’ INTERESTS WITH SHAREHOLDER INTERESTS				A significant portion of our NEOs’ target TDC is delivered in the form of stock- based incentives
	ENCOURAGING LONG-TERM DECISION-MAKING				Our long-term incentive compensation program includes awards with multi-year overlapping performance or vesting periods
	AVOIDING PROBLEMATIC PAY PRACTICES				We do not provide excessive perquisites, excessive change in control severance pay or excise tax gross-ups, and we will not reprice stock options without shareholder approval
	REINFORCING STRONG RISK MANAGEMENT				Our compensation program is designed to avoid providing our associates with incentives to take excessive risks
	MAINTAINING STRONG GOVERNANCE				Fostered by Compensation Committee oversight of our executive compensation program, we have a rigorous process in place to: • review plan design, • set financial goals and target TDC levels, • review risk, control and conduct issues, and • adjust compensation levels as appropriate

COMPENSATION PROGRAM CHANGES
Compensation Program	Change Made	Reason for Change
Short-term Incentive Program	Replaced Excess Capital Generation metric with Controllable Costs	Reflects strategic focus on cost management
Short-term Incentive Program	Increased Weighting for Pretax Adjusted Operating Earnings metric to 60% from 40%	Increases emphasis on earnings
Short-term Incentive Program	Changed Mr. Smith’s short-term incentive payout to include both the results of the Jackson Financial Inc. Annual Bonus Program and the PPM Bonus Pool	Emphasizes Mr. Smith’s and PPM’s contribution to the success of Jackson Financial Inc.
Long-term Incentive Program	Added a relative Total Shareholder Return metric as a modifier to performance share unit award results	Further supports shareholder alignment
Long-term Incentive Program	Removed Mr. Smith’s eligibility in the PPM Performance Incentive Award (“PIA”) cash long-term incentive program and reallocated his prior PIA target award to equity-based long-term incentives	Better aligns with other NEOs’ pay structures and further strengthens shareholder alignment

2023 SHORT-TERM INCENTIVE PERFORMANCE METRICS
Goal	Weighting	Purpose
Pretax Adjusted Operating Earnings	60%	Measures profitability Weighting increased to 60% from 40% in 2022
Controllable Costs	20%	Reflects the strong historical, cultural, and strategic focus on cost management Replaced prior metric of Excess Capital Generation, which is similar to the “Generation of Net Cash Flow Available to JFI” metric used for the LTI program and more appropriate for measurement over a multi-year period
Key Strategic Objectives	20%	Encourages the achievement of various business objectives including balance sheet health, product distribution, and ESG initiatives • Balance Sheet Health ◦ Achieve operating company risk-based capital (RBC) levels within our targeted range, appropriately managed within our risk framework • Distribution Partners and Channels ◦ Increase number of advisors selling more than one product group ◦ Grow the number of new advisors who sell our products ◦ Increase the number of advisors with production meeting top producer status • ESG Objectives ◦ Grow and secure a competitive advantage by evolving our inclusive work culture through education, expansion of our diverse talent pools and building corporate accessibility strategies ◦ Reduce our impact to the environment through efficient water consumption, maintenance of energy star certifications, and use of renewable energy through our solar farm project ◦ Drive philanthropic efforts which engage our associates to volunteer in our local communities

NEO	PSUs (#)	GRANT DATE FAIR VALUE ($)
Laura L. Prieskorn	89,717	3,938,576
Marcia L. Wadsten	33,126	1,454,231
Craig D. Smith	31,193	1,369,373
Scott E. Romine	23,464	1,030,070
Carrie L. Chelko	15,873	696,825

NEO	RSUs (#)	GRANT DATE FAIR VALUE ($)
Laura L. Prieskorn	59,811	2,393,636
Marcia L. Wadsten	22,084	883,802
Craig D. Smith	20,795	832,216
Scott E. Romine	15,642	625,993
Carrie L. Chelko	10,582	423,492

2021-2023 GOALS(1)
Performance Measure	Weighting	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)	Certified Achievement	Vesting Percentage	Weighted Payout
Generation of Net Cash Flow Available to JFI(2)	60%	$1,559m	$2,059m	$2,559m	$1,934m	88%	53%
Adjusted Operating ROE(2)	40%	15.0%	18.7%	22.4%	17.5%	84%	34%
Final Vesting Percent							86%