Jackson Financial Inc DEF 14A, filed Apr 7, 2026

About this DEF 14A

Jackson Financial Inc. (JXN)

DEF 14A 2026-04-07 For: 2026-05-21

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Added on June 12, 2026

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Jackson Financial Inc filed this DEF 14A on April 7, 2026.

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Date, Time, and Place:				Record Date:
May 21, 2026 9:30 A.M. Eastern Daylight Time (“EDT”) 1 Corporate Way Lansing, Michigan 48951 517-381-5500				March 24, 2026

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 2026	FOR
3.	Advisory vote to approve executive compensation	FOR
	And such other business as may properly come before the 2026 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 20, 2026	1-800-690-6903 up until 11:59 p.m. EDT on May 20, 2026	Mark, sign, and date your proxy card and return it at least one week before the 2026 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
	5 Shareholder Engagement Highlights
	6 Executive Compensation
	6 2025 Pay Mix
	7 Our Corporate Responsibility: We Stand for Positive Change
	9			Proposal 1 — Election of Directors
	10			Our Director Nominees
	21			Corporate Governance
	21 Areas of Focus for the Board
	22			Corporate Governance Highlights
	22			Building our Board of Directors
	22 Director Criteria and Nominating Process
	22 Director Qualifications
	23 Director Independence
	23 Director Nominee Selection Process
	24			Annual Election of Directors
	24 Board Refreshment, Outside Commitments, Ongoing Education, and Assessment
	25 Outside Commitments
	25 Mandatory Retirement Age
	25 Director Continuing Education
	25 Board and Committee Annual Evaluations
	26			Leadership Structure and Board Oversight
	26 Independent Chair
	26 Responsibilities of the Independent Chair
	27 Board Oversight
	27 Selected Areas of Board Oversight
	27 Board Oversight of Strategy
	27 Board Oversight of Talent, Succession Planning and other Human Capital Matters
	28 Board Oversight of Corporate Responsibility
	28 Board Oversight of Risk
	29 Selected Areas of Committee Oversight of Risk
	30			Board and Committee Meetings and Committee Responsibilities
	30 Board and Committee Meetings
	30 Attendance
	30 Committee Structure and Composition
	30			Our Board Committees
	32			Engagement
	32 Active Shareholder Engagement Informs Our Board
	32 Shareholder Engagement
	32 2025 Shareholder Engagement Program by the Numbers
	32 2025 Fall Shareholder Engagement Spotlight
	33 Communication with the Board
	34			Director Compensation
	34 2025 Annual Director Compensation

	35 2025 Director Compensation Table
	36 Directors’ Stock Ownership Guidelines
	36 Director’s Matching Gift Program
	37			Security Ownership
	37 Security Ownership of Certain Beneficial Owners
	39 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
	47 Compensation Philosophy
	48 Our Compensation and Governance Practices
	49 Compensation Peer Group
	50 Elements of our Executive Compensation Program
	60 Compensation Committee Report
	61			Executive Compensation Tables
	61 Summary Compensation Table
	63 Grants of Plan-Based Awards for Fiscal Year 2025
	65 Outstanding Equity Awards at Fiscal Year-End 2025
	67 Stock Vested
	68 Fiscal Year 2025 Nonqualified Deferred Compensation Plan
	69 Potential Payments Upon Termination or Change in Control
	73			CEO Pay Ratio
	73 Median Employee Identification Process
	73 Calculation of the Pay Ratio
	74			Pay vs. Performance
	78			Transparency
	78 Availability of Governance Documents
	78 Political Activity
	78 Code of Conduct and Business Ethics / Code of Financial Ethics
	78 Insider Trading Policy
	78 Hedging and Pledging Prohibition
	79 Director Independence Analysis
	79 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 21, 2026 9:30 A.M. EDT 1 Corporate Way Lansing, Michigan 48951 517-381-5500				March 24, 2026

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 2026	FOR
3.	Advisory vote to approve executive compensation	FOR
	And such other business as may properly come before the 2026 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.

	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’s common stock is listed on the New York Stock Exchange under the ticker symbol, JXN.

					YEAR ENDED DECEMBER 31
					2025
					(in millions)
	Net income (loss) attributable to common shareholders				$(17)
	Pretax adjusted operating earnings(1)				$1,882
	Return on Equity (“ROE”) attributable to common shareholders				(0.2)%
	Adjusted Operating ROE attributable to common shareholders(1)				14.7%

		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 Board and committee meetings • Board participation in and oversight of strategic planning

		Board Refreshment & Other Practices
		• Annual Board and committee evaluations • New director orientation and continuing director 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 material amount 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 long-term incentive compensation program includes awards with multi-year overlapping performance or vesting 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 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 Board and committee meetings • Board participation in and oversight of strategic planning
	Board Refreshment & Other Practices			• Annual Board and committee evaluations • New director orientation and continuing director 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

	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 matters (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, AI, and Cybersecurity Experience with technology, artificial intelligence, cybersecurity, or related issues and risks (4 of 9)

MANAGEMENT
Led by our CEO, Chief Risk Officer and other 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.

	Information Governance Spotlight
	AI governance and oversight We are committed to responsible use of artificial intelligence (“AI”). Our artificial intelligence oversight working group (a cross-functional team of leaders): • ensures that our AI models and data practices meet ethical standards and comply with relevant regulations, including privacy laws and industry-specific requirements; • oversees the management of AI-related reputational, cybersecurity, and regulatory risks consistent with our AI risk management policy; • prioritizes the transparent, accountable, and ethical deployment of AI technologies using key controls including compliance monitoring and regular associate training.
	Data protection; Privacy Our chief information security officer annually updates the board on cybersecurity threats, risks, policy updates, incidents, and remediation actions. The chief risk officer provides a risk report quarterly to the finance and risk committee that includes reporting on cybersecurity as a non-financial/operational risk. Our information security and privacy department: • is comprised of professionals with private and public sector backgrounds and rigorous certifications; • maintains alignment with industry standards and regulatory requirements; • monitors intelligence to ensure coverage for emerging threats; • includes an in-house 24/7 security operations center; • conducts regular penetration exercises and scenario-based testing to ensure our controls operate as intended and our teams remain prepared for incidents; • provides comprehensive annual training on information security, data privacy, AI, cybersecurity practices, and protecting data against cyber threats; • annually updates our information security policy; • adheres to financial reporting controls that are tested annually by our external auditor; and • maintains a cybersecurity risk insurance program.
	Data Governance Our company leverages data to extract intelligence insights and create digital capabilities, executed through: • a data governance policy setting the parameters to manage enterprise data responsibly; • a business-driven data governance council, comprised of data owners and stewards; and • a corporate records policy aligned with regulatory frameworks.

	COMMITTEE				MEMBERS IN 2025				DESCRIPTION
	Audit Committee(1) Meetings held in 2025: 9				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, 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 NON-EMPLOYEE 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)	$185,000	$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)(3)	STOCK AWARDS(2)(3)	ALL OTHER COMPENSATION(4)	TOTAL
Lily Fu Claffee	$124,373	$184,122	$0	$308,495
Gregory T. Durant	$160,000	$184,122	$10,000	$354,122
Steven A. Kandarian	$290,000	$328,494	$10,000	$628,494
Derek G. Kirkland	$72,917	$184,122	$0	$257,039
Drew E. Lawton	$125,000	$184,122	$10,000	$319,122
Martin J. Lippert	$124,373	$184,122	$0	$308,495
Russell G. Noles	$159,164	$184,122	$8,500	$351,786
Esta E. Stecher	$154,206	$184,122	$10,000	$348,328

	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	3,054	$325,709
Gregory T. Durant	2,283	$243,482
Steven A. Kandarian	4,072	$434,279
Derek G. Kirkland	2,283	$243,482
Drew E. Lawton	2,283	$243,482
Martin J. Lippert	3,054	$325,709
Russell G. Noles	3,270	$348,746
Esta E. Stecher	3,239	$345,439

NAME AND ADDRESS OF BENEFICIAL OWNER(S)(2)	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS(1)
BlackRock, Inc.(3) 50 Hudson Yards New York, New York 10001	7,578,304	9.8%
TPG GP A, LLC, James G. Coulter, and Jon Winkelried(4) c/o TPG Inc. 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102	4,715,554	6.7%
Dimensional Fund Advisors LP(5) 6300 Bee Cave Road, Building One Austin, Texas 78746	4,175,972	5.3%

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	44,341.61	*
Gregory T. Durant(4)	7,500.00	28,086.94	*
Steven A. Kandarian	0	109,364.68	*
Derek G. Kirkland	21,533.00	13,026.91	*
Drew E. Lawton	0	28,086.94	*
Martin J. Lippert	0	44,341.61	*
Russell G. Noles	15,685.34	20,609.23	*
Esta E. Stecher	0	47,723.51	*
Named Executive Officers
Laura L. Prieskorn(5)	450,041.01	0	*
Don W. Cummings(6)	50,515.00	0	*
Craig D. Smith(7)	78,146.00	0	*
Chris A. Raub	16,316.00	1,358.76	*
Carrie L. Chelko(8)	73,996.85	0	*
Scott E. Romine(9)	53,339.99	0	*
Director Nominees and Executive Officers as a Group	657,161.20	337,187.03	1.4%

FEE CATEGORY	2025			2024
Audit Fees(1)		$	8,940,665		$	8,553,600
Audit-Related Fees(2)		$	255,500		$	252,500
Tax Fees(3)		$	—		$	143,115
All Other Fees(4)		$	61,550		$	—
Total Fees		$	9,257,715		$	8,949,215

	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.
	Chris A. Raub				Executive Vice President, JFI and President, Jackson National Life Insurance Company
	Carrie L. Chelko				Executive Vice President and General Counsel
	Scott E. Romine				Former President and CEO, Jackson National Life Distributors LLC

	PAYING FOR PERFORMANCE				A material amount of executive compensation is variable and 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, and • adjust compensation levels as appropriate

	NAME				2025 ANNUALIZED SALARY
	Laura L. Prieskorn				$1,150,000
	Don W. Cummings				$650,000
	Craig D. Smith				$580,000
	Chris A. Raub				$600,000
	Carrie L. Chelko				$590,000
	Scott E. Romine				$650,000

	2025 SHORT-TERM INCENTIVE PROGRAM AWARDS
NAMED EXECUTIVE OFFICER	Target Bonus	Payout as Percentage of Target	Approved Actual Bonus Amount
Laura L. Prieskorn	$2,300,000 (200% of Base Salary)	130%	$3,000,000
Don W. Cummings	$1,137,500 (175% of Base Salary)	135%	$1,535,600
Craig D. Smith(1)	$1,914,000 (165% of Base Salary for Jackson) (165% of Base Salary for PPM)	122%	$2,333,166
Chris A. Raub(2)	$978,041 (reflects blended pre- and post-promotion targets)	130%	$1,271,500
Carrie L. Chelko	$885,000 (150% of Base Salary)	130%	$1,150,500
Scott E. Romine(3)	$579,658 (150% of Base Salary through August 5, 2025)	126%	$729,789

NEO	PSUs (#)	GRANT DATE FAIR VALUE ($)
Laura L. Prieskorn	52,412	4,385,312
Don W. Cummings	14,578	1,219,741
Craig D. Smith	17,007	1,422,976
Chris A. Raub	14,325	1,223,619
Carrie L. Chelko	10,586	885,731
Scott E. Romine	13,536	1,132,557

NEO	RSUs (#)	GRANT DATE FAIR VALUE ($)
Laura L. Prieskorn	34,941	2,836,860
Don W. Cummings	9,718	789,004
Craig D. Smith	11,338	920,532
Chris A. Raub	9,550	788,608
Carrie L. Chelko	7,057	572,958
Scott E. Romine	9,024	732,659

2023-2025 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%	$2,949m	$4,449m	$5,949m	$3,392m	64.8%	38.9%
Adjusted Operating ROE(2)	40%	12.0%	15.0%	18.0%	21.1%	200.0%	80.0%
Vesting Based on Performance Measures							118.9%
rTSR Modifier Based on Top Quartile Ranking							120.0%
Approved Vesting Percent							142.7%