Jackson Financial Inc DEF 14A, filed Apr 8, 2025

About this DEF 14A

Jackson Financial Inc. (JXN)

DEF 14A 2025-04-08 For: 2025-05-22

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Jackson Financial Inc filed this DEF 14A on April 8, 2025.

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Date, Time, and Place:				Record Date:
May 22, 2025 9:30 A.M. Eastern Daylight Time (“EDT”) 1 Corporate Way Lansing, Michigan 48951 517-381-5500				March 25, 2025

1.	Election of nine directors to serve a one-year term	FOR (each nominee)
2.	Ratification of the appointment of KPMG LLP as Jackson Financial Inc.’s independent auditor for 2025	FOR
3.	Advisory vote to approve executive compensation	FOR
	And such other business as may properly come before the 2025 Annual Meeting of Shareholders 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 on May 21, 2025	1-800-690-6903 up until 11:59 p.m. EDT on May 21, 2025	Mark, sign, and date your proxy card and return it at least one week before the 2025 Annual Meeting of Shareholders in the pre-addressed, postage-paid envelope provided

	1			Proxy Statement Summary
	2 The Jackson Difference
	4 Our Director Nominees
	5 Corporate Governance Practices
	6 Shareholder Engagement Highlights
	7 Executive Compensation
	7 2024 Pay Mix
	8 Our Corporate Responsibility: We Stand for Positive Change
	10			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
	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
	28			Leadership Structure and Board Oversight
	28 Independent Chair
	28 Responsibilities of the Independent Chair
	28 Board Oversight
	28 Selected Areas of Board Oversight
	28 Board Oversight of Strategy
	29 Board Oversight of Talent, Succession Planning and other Human Capital Matters
	29 Board Oversight of Risk
	30 Board Oversight of Corporate Responsibility
	30 Selected Areas of Committee Oversight of Risk
	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 2024 Shareholder Engagement Program by the Numbers
	33 2024 Fall Shareholder Engagement Spotlight
	34 Communication with the Board
	35			Non-Employee Director Compensation
	35 2024 Annual Director Compensation

	36 Board Chair Compensation
	36 2024 Director Compensation Table
	37 Directors’ Stock Ownership Guidelines
	37 Director’s Matching Gift Program
	38			Security Ownership
	38 Security Ownership of Certain Beneficial Owners
	40 Security Ownership Directors and Management
	41			Proposal 2 — Ratification of Independent Auditor
	42 Pre-Approval Policy for Audit and Non-Audit Services
	42 Audit Fees, Audit-Related Fees and All Other Fees
	43 Report of the Audit Committee
	44			Proposal 3 — Say-on-Pay
	45			Compensation Discussion and Analysis
	45 Executive Summary
	46 Compensation Philosophy
	47 Our Compensation and Governance Practices
	48 Compensation Peer Group
	49 Elements of our Executive Compensation Program
	49 What’s New with our 2024 Compensation Program
	59 Compensation Committee Report
	60			Executive Compensation Tables
	60 Summary Compensation Table
	62 Grants of Plan Based Awards for Fiscal Year 2024
	64 Outstanding Equity Awards at Fiscal Year-End 2024
	66 Option Exercises and Stock Vested
	66 Fiscal Year 2024 Nonqualified Deferred Compensation Plan
	67 Potential Payments Upon Termination or Change in Control
	71			CEO Pay Ratio
	71 Median Associate Identification Process
	71 Calculation of the Pay Ratio
	73			Pay vs. Performance
	77			Transparency
	77 Governance Documents
	77 Political Activity
	77 Code of Conduct and Business Ethics / Code of Financial Ethics
	77 Insider Trading Policy
	77 Hedging and Pledging Prohibition
	78 Director Independence Analysis
	78 Certain Relationships and Related Persons Transactions
	81			Questions and Answers
	84			Information not Incorporated into this Proxy Statement
	A-1			Appendix A — Definitions and Non-GAAP Financial Measures

Date, Time, and Place:				Record Date:
May 22, 2025 9:30 A.M. EDT 1 Corporate Way Lansing, Michigan 48951 517-381-5500				March 25, 2025

Proposal		Board’s Voting Recommendation
1.	Election of nine directors to serve a one-year term	FOR (each nominee)
2.	Ratification of the appointment of KPMG LLP as Jackson Financial Inc.’s independent auditor for 2025	FOR
3.	Advisory vote to approve executive compensation	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 following our separation from Prudential plc and listing on the New York Stock Exchange.

					YEAR ENDED DECEMBER 31
					2024
					(in millions)
	Net income (loss) attributable to common shareholders				$902
	Pretax adjusted operating earnings(1)				$1,678
	Return on Equity (“ROE”) attributable to common shareholders				9.4%
	Adjusted Operating ROE attributable to common shareholders(1)				12.9%

		Independent Board Oversight
		• Independent Chair • All directors except CEO are independent • Fully independent Board committees, each with substantial oversight of Company risks and corporate responsibility matters • Independent directors meet in executive sessions at each regular Board Meeting • Board participation in oversight of strategic planning

		Board Refreshment & Other Practices
		• Annual Board and committee evaluations • Director orientation and continuing education • Mandatory retirement age • Limits on Board member service to three other public company boards

		Shareholder Accountability
		• 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

	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
	Align Executives’ Interests with Shareholder Interests A significant portion of our named executive officers’ (“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, the Chair of the Board, and the chairs of the Board committees
	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 corporate responsibility 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 corporate responsibility matters • Independent directors meet in executive sessions at Board and committee meetings • Board participation and oversight in strategic planning
	Board Refreshment & Other Practices			• Annual Board and committee evaluations • Director orientation and continuing education • Mandatory retirement age • Limits on Board member service to three 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

	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 Reporting Expertise Experience overseeing financial reporting, disclosure controls, and internal controls functions (5 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, or oversight of corporate responsibility (9 of 9)
	Finance and Capital Markets Experience with debt and capital market transactions, capital allocation, and mergers and acquisitions (9 of 9)				Investment Management Experience with asset management, financial investment markets, and investment decisions and strategy (5 of 9)
	Human Capital Management Oversight of talent development, experience managing a human resources or compensation function (9 of 9)				Financial Services Senior leadership experience in the financial services industry (9 of 9)
	Insurance Experience in the insurance industry, including the development and distribution of insurance and annuity products (6 of 9)				Legal and Compliance Professional experience overseeing legal or compliance functions (3 of 9)
	Risk Management Professional experience overseeing risk management functions (5 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 Experience with technology, cybersecurity, artificial intelligence or related issues and risks (4 of 9)

MANAGEMENT
Led by our CEO, Chief Risk Officer and executive officers, 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 function leaders have primary ownership of risk management relating to their area of expertise.	Our risk team focuses on risk oversight and challenge, especially related to top business, financial and non-financial risks. Our compliance team oversees and ensures appropriate frameworks are in place to manage compliance and regulatory requirements.	Our internal audit team provides independent, objective, and 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 cybersecurity threats and cybersecurity 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 broad private and public sector backgrounds who maintain relevant and rigorous industry 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 • 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 • Our in-house Security Operations Center monitors security aspects of our network and technology platforms 24/7 • 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 • Information Security Business Managers are assigned to each and every department and office location, working with designated onsite “Security Ambassadors,” who receive focused training and resources to provide comprehensive, pro-active coverage of security and privacy opportunities through direct business integration, thereby providing a business and IT perspective • Our Information Security Policy is updated at least annually to align with multiple industry standards, including the National Institute of Standards and Technology Cybersecurity Framework, ISO27001, and applicable state 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 2024				DESCRIPTION
	Audit Committee(1) Meetings held in 2024: 10				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, and 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 internal audit and independent audit functions; • in connection with the committee’s oversight of the independent auditor, the committee approves the 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	$30,000
Finance & Risk Committee	$35,000
Nominating & Governance Committee	$20,000

NAME	FEES EARNED OR PAID IN CASH(1)	STOCK AWARDS(2)	ALL OTHER COMPENSATION(3)	TOTAL
Lily Fu Claffee	$122,547	$161,786	$0	$284,333
Gregory T. Durant	$160,000	$161,786	$0	$321,786
Steven A. Kandarian	$290,000	$323,572	$10,000	$623,572
Derek G. Kirkland	$174,630	$161,786	$0	$336,416
Drew E. Lawton	$125,000	$161,786	$0	$286,786
Martin J. Lippert	$122,547	$161,786	$0	$284,333
Russell G. Noles	$223,473	$161,786	$0	$385,259
Esta E. Stecher	$151,901	$161,786	$0	$313,687

	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	3,032	$264,027
Gregory T. Durant	2,199	$191,489
Steven A. Kandarian	4,398	$382,978
Derek G. Kirkland	3,032	$264,027
Drew E. Lawton	2,199	$191,489
Martin J. Lippert	3,032	$264,027
Russell G. Noles	3,265	$284,316
Esta E. Stecher	3,232	$281,443

NAME AND ADDRESS OF BENEFICIAL OWNER(S)	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%
First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation(4) 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187	4,206,280	5.5%
The Vanguard Group(5) 100 Vanguard Boulevard Malvern, Pennsylvania 19355	10,657,989	13.4%

NAME OF BENEFICIAL OWNER(1)	COMMON SHARES	SHARES THAT MAY BE ACQUIRED WITHIN 60 DAYS(2)	PERCENT OF COMMON SHARES(3)
Non-Employee Directors
Lily Fu Claffee	0	39,183.74	*
Gregory T. Durant(4)	7,500.00	24,956.39	*
Steven A. Kandarian	0	101,875.37	*
Derek G. Kirkland(5)	31,533.00	10,380.32	*
Drew E. Lawton	0	24,956.39	*
Martin J. Lippert	0	39,183.74	*
Russell G. Noles	15,685.34	15,792.96	*
Esta E. Stecher	0	42,095.95	*
Named Executive Officers
Laura L. Prieskorn(6)	338,183.01	0	*
Don W. Cummings(7)	33,058.00	0	*
Craig D. Smith	106,253.00	0	*
Scott E. Romine(8)	53,339.99	0	*
Carrie L. Chelko(9)	56,709.85	0	*
Marcia L. Wadsten(10)	188,435.81	0	*
Director Nominees and Executive Officers as a Group	843,507.00	298,424.86	1.6%

FEE CATEGORY	2024			2023
Audit Fees(1)		$	8,553,600		$	10,633,333
Audit-Related Fees(2)		$	252,500		$	274,456
Tax Fees(3)		$	143,115		$	169,838
All Other Fees(4)			—			—
Total Fees		$	8,949,215		$	11,077,627

	NAME				TITLE
	Laura L. Prieskorn				Chief Executive Officer, President and Director
	Don W. Cummings				Executive Vice President and Chief Financial Officer
	Craig D. Smith				President and CEO, PPM America, Inc.
	Scott E. Romine				President and CEO, Jackson National Life Distributors LLC
	Carrie L. Chelko				Executive Vice President and General Counsel
	Marcia L. Wadsten				Former Executive Vice President and Chief Financial Officer

	PAYING FOR PERFORMANCE				The majority of executive compensation is in the form of variable incentive compensation elements that are based on Company and individual performance results that drive increases in shareholder value
	PROVIDING COMPETITIVE TARGET TOTAL DIRECT COMPENSATION 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 Total Direct Compensation (“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 • adjust compensation levels as appropriate

	NAME				2024 SALARY (AS OF DECEMBER 31, 2024)
	Laura L. Prieskorn				$1,100,000
	Don W. Cummings				$640,000
	Craig D. Smith				$540,000
	Scott E. Romine				$650,000
	Carrie L. Chelko				$570,000
	Marcia L. Wadsten				$800,000

NEO	PSUs (#)	GRANT DATE FAIR VALUE ($)
Laura L. Prieskorn	77,294	4,924,401
Don W. Cummings	12,205	987,006
Craig D. Smith	26,301	1,675,637
Scott E. Romine	19,323	1,231,068
Carrie L. Chelko	15,029	957,498
Marcia L. Wadsten	27,911	1,778,210

NEO	RSUs (#)	GRANT DATE FAIR VALUE ($)
Laura L. Prieskorn	51,529	3,082,980
Don W. Cummings	23,345	1,505,711
Craig D. Smith	17,534	1,049,059
Scott E. Romine	12,882	770,730
Carrie L. Chelko	10,019	599,437
Marcia L. Wadsten	18,607	1,113,257

2022-2024 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%	$2,578m	$4,078m	$5,578m	$4,238m	110.7%	66.4%
Adjusted Operating ROE(2)	40%	19.0%	23.8%	28.6%	22.2%	83.5%	33.4%
Final Vesting Percent							99.8%

NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)(1)	BONUS ($)	STOCK AWARDS ($)(2)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3)	CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4)	ALL OTHER COMPENSATION ($)(5)	TOTAL COMPENSATION ($)
Laura L. Prieskorn Chief Executive Officer, President and Director	2024	1,084,616	—	8,007,381	2,950,200	—	146,127	12,188,324
	2023	1,000,000	—	6,332,212	3,500,000	—	143,110	10,975,322
	2022	1,000,000	—	6,187,302	1,800,000	33,291	74,120	9,094,713
Don W. Cummings Executive Vice President and Chief Financial Officer	2024	538,462	—	2,492,717	1,208,500	—	80,138	4,319,817
Craig D. Smith President and CEO, PPM America, Inc.	2024	540,000	—	2,724,696	2,656,363	—	41,400	5,962,459
	2023	537,693	—	2,201,589	2,524,569	—	42,050	5,305,901
	2022	525,000	—	1,775,005	1,908,391	—	36,600	4,224,997
Scott E. Romine President and CEO, Jackson National Life Distributors LLC	2024	650,000	—	2,001,798	1,307,500	—	41,400	4,000,698
	2023	650,000	—	1,656,063	1,392,300	—	49,062	3,747,425
	2022	650,000	1,648	1,648,228	877,500	5,780	36,600	3,219,756
Carrie L. Chelko Executive Vice President and General Counsel	2024	560,769	—	1,556,935	1,146,600	—	58,487	3,322,791
	2023	500,769	—	1,120,317	1,092,400	—	49,199	2,762,685
Marcia L. Wadsten Former Executive Vice President and Chief Financial Officer	2024	800,000	—	2,891,467	789,900	—	41,400	4,522,767
	2023	800,000	—	2,338,033	2,250,000	—	39,600	5,427,633
	2022	800,000	—	2,231,444	1,260,000	67,589	36,600	4,395,633