Jackson Financial Inc DEF 14A, filed Apr 4, 2023

About this DEF 14A

Jackson Financial Inc. (JXN)

DEF 14A 2023-04-04

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Added on June 12, 2026

Laura L. Prieskorn

Chief Executive Officer and Director

Marcia L. Wadsten

Executive Vice President and Chief Financial Officer

P. Chadwick Myers*

Vice Chair, Jackson Holdings LLC

Craig D. Smith

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

Scott E. Romine

President and CEO, Jackson National Life Distributors LLC

Jackson Financial Inc filed this DEF 14A on April 4, 2023.

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Date, Time, and Place:				Record Date:
May 19, 2023 11:00 A.M. Eastern Daylight Time (“EDT”) 1 Corporate Way Lansing, Michigan 48951 517-381-5500				March 24, 2023

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 2023	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.

INTERNET	TELEPHONE	MAIL

www.proxyvote.com up until 11:59 p.m. EDT May 18, 2023	1-800-690-6903 up until 11:59 p.m. EDT on May 18, 2023	Mark, sign, and date your proxy card and return it in the pre-addressed, postage-paid envelope we have provided

	1			Proxy Statement Summary
	2			The Jackson Difference
	6			Our Director Nominees
	6			Shareholder Engagement Highlights
	7			Corporate Governance Practices
	8			Executive Compensation
	8			2022 Pay Mix
	9			Proposal 1 — Election of Directors
	11			Our Director Nominees
	22			Corporate Governance
	23			Corporate Governance Highlights
	23			Building our Board of Directors
	25			Annual Election of Directors
	26			Leadership Structure and Board Oversight
	26 Leadership Structure
	27 Board Oversight
	27 Selected Areas of Board Oversight
	28 Selected Areas of Committee Oversight of Risk
	31			Board and Committee Meetings and Committee Responsibilities
	31			Our Board Committees
	33			Engagement
	33 Active Shareholder Engagement Informs Our Board
	34 Communication with the Board
	35			Non-Employee Director Compensation
	35 2022 Annual Director Compensation
	36 Board Chair Compensation
	36 2022 Director Compensation Table
	37 Directors’ Stock Ownership Guidelines
	38			Security Ownership
	38 Security Ownership of Certain Beneficial Owners
	40 Security Ownership of Directors and Management
	41			Environmental, Social, and Governance
	41 A Balanced Approach to ESG
	41 Board Oversight and ESG Working Group
	41 ESG Reporting
	42 Environmental
	42 Social
	42 Governance
	44			Proposal 2 — Ratification of Independent Auditor
	45 Pre-Approval Policy for Audit and Non-Audit Services
	45 Audit Fees, Audit-Related Fees and All Other Fees
	46 Report of the Audit Committee
	47			Proposal 3 — Say-on-Pay

	48			Compensation Discussion and Analysis
	48 Executive Summary
	49 Compensation Philosophy
	50 Our Compensation and Governance Practices
	51 Compensation Peer Group
	52 Elements of Our Executive Compensation Program
	59 Report of the Compensation Committee
	60			Executive Compensation Tables
	60 Summary Compensation Table
	62 Grants of Plan Based Awards for Fiscal Year 2022
	64 Outstanding Equity Awards at Fiscal Year End 2022
	68 Option Exercises and Stock Vested
	68 Fiscal Year 2022 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 versus Performance
	78			Transparency
	78 Governance Documents
	78 Political Activity
	78 Code of Conduct and Business Ethics / Code of Financial Ethics
	78 Hedging and Pledging Prohibition
	78 Director Independence Analysis
	79 Certain Relationships and Related Persons Transactions
	82 Delinquent Section 16(a) Reports
	83			Questions and Answers
	86			Information not Incorporated into this Proxy Statement
	A-1			Appendix A — Definitions and Non-GAAP Financial Measures

Date, Time, and Place:				Record Date:
May 19, 2023 11:00 A.M. EDT 1 Corporate Way Lansing, Michigan 48951 517-381-5500				March 24, 2023

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 2023	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.

	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. In 2022, we were named a Fortune 500 company and as of year-end 2022 are one of 51 companies on the list led by a female chief executive officer.

					YEAR ENDED DECEMBER 31
					2022
					(in millions)
	Assets Under Management (“AUM”)				$290,549
	Net income (loss) attributable to JFI				$5,697
	Pretax Adjusted Operating Earnings(1)				$1,632
	Return on Equity (“ROE”)				60.7%
	Adjusted Operating ROE(1)				13.2%

	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 • Reporting with reference to the Sustainability Accounting Standards Board (“SASB”) standards • 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 • Reporting with reference to the SASB standards • 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 is a key component of our governance and risk management framework. Our Chief Information Security Officer (“CISO”) provides regular formal updates to the Board and the Finance and Risk Committee on potential cyber threats and the progress of our ongoing security and privacy programs.
	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 • Security Operations Centers conduct 24/7, ongoing threat monitoring • All associates with access to our Company’s systems receive comprehensive 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 meet industry standards, including ISO27002, the National Institute of Standards and Technology Cybersecurity Framework, and applicable state insurance regulatory requirements • Key cybersecurity controls related to financial reporting are tested by our external auditor during Jackson’s annual external integrated audit

	COMMITTEE				MEMBERS IN 2022				DESCRIPTION
	Audit Committee(1) Meetings held in 2022: 9				Gregory T. Durant (Chair) Derek G. Kirkland Martin J. Lippert 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. The Audit Committee also has various risk management oversight responsibilities. In addition, the Audit Committee 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. Finally, the Audit Committee 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)	$150,000	$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	$116,745	$140,107	$0	$256,852
Gregory T. Durant	$160,000	$140,107	$0	$300,107
Steven A. Kandarian(3)	$290,000	$468,609	$0	$758,609
Derek G. Kirkland	$116,745	$140,107	$0	$256,852
Drew E. Lawton	$125,000	$140,107	$0	$265,107
Martin J. Lippert	$116,745	$140,107	$0	$256,852
Russell G. Noles	$93,333	$140,107	$0	$233,440
Esta E. Stecher	$140,107	$140,107	$0	$280,214

	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	9,308.45	$323,841
Gregory T. Durant	7,465.06	$259,709
Steven A. Kandarian	42,168.50	$1,467,042
Derek G. Kirkland	9,308.45	$323,841
Drew E. Lawton	7,465.06	$259,709
Martin J. Lippert	9,308.45	$323,841
Russell G. Noles	7,465.06	$259,709
Esta E. Stecher	9,678.37	$336,710

NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)	PERCENT OF CLASS(2)
BlackRock, Inc.(3) 55 East 52nd Street New York, New York 10055	6,411,352	7.7%
FMR LLC(4) 245 Summer Street Boston, Massachusetts 02210	5,659,123	6.8%
Prudential plc(5) 1 Angel Court London EC2R 7AG England	7,635,443	9.2%
The Vanguard Group(6) 100 Vanguard Boulevard Malvern, Pennsylvania 19355	8,471,993	10.2%

NAME OF BENEFICIAL OWNER	SHARES	STOCK THAT MAY BE ACQUIRED WITHIN 60 DAYS(1)	PERCENT OF CLASS(2)
Non-Employee Directors
Lily Fu Claffee	13,773.60	5,441.13	*
Gregory T. Durant(3)	10,520.96	4,503.65	*
Steven A. Kandarian	34,663.42	9,907.62	*
Derek G. Kirkland(4)	19,690.85	5,441.83	*
Drew E. Lawton	7,520.96	4,503.65	*
Martin J. Lippert	13,773.60	5,441.13	*
Russell G. Noles	11,513.85	4,503.65	*
Esta E. Stecher	15,023.93	5,630.08	*
Named Executive Officers
Laura L. Prieskorn(5)	72,699.17	101,549.90	*
Marcia L. Wadsten	40,454.81	88,599.11	*
P. Chadwick Myers(6)	148,815.20	340,342.22	*
Craig D. Smith	27,467.94	50,828.64	*
Scott E. Romine	24,299.18	36,490.46	*
Director Nominees and Executive Officers as a Group	510,499.89	849,322.05	1.7%

FEE CATEGORY	2022	2021
Audit Fees(1)	$12,481,813	$10,093,636
Audit-Related Fees(2)	$848,390	$654,600
Tax Fees(3)	$210,770	—
All Other Fees(4)	—	—
Total Fees	$13,540,973	$10,748,236

	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, the setting of financial goals and target TDC levels, and review risk, control and conduct issues, and adjust compensation levels as appropriate

NEO	PSUs (#)	GRANT DATE FAIR VALUE ($)
Laura L. Prieskorn	93,558	3,712,381
Marcia L. Wadsten	33,742	1,338,883
P. Chadwick Myers	82,630	3,278,758
Craig D. Smith	26,840	1,065,011
Scott E. Romine	24,923	988,945

NEO	RSUs (#)	GRANT DATE FAIR VALUE ($)
Laura L. Prieskorn	62,372	2,474,921
Marcia L. Wadsten	22,494	892,562
P. Chadwick Myers	55,086	2,185,812
Craig D. Smith	17,893	709,994
Scott E. Romine	16,615	659,283

NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)(1)	BONUS ($)(2)	STOCK AWARDS ($)(3)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4)	CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(5)	ALL OTHER COMPENSATION ($)(6)	TOTAL COMPENSATION ($)
Laura L. Prieskorn Chief Executive Officer	2022	1,000,000	—	6,187,302	1,800,000	33,291	74,120	9,094,713
Laura L. Prieskorn Chief Executive Officer	2021	768,846	268	5,299,800	8,220,000	42,855	122,406	14,454,175
Marcia L. Wadsten Executive Vice President & Chief Financial Officer	2022	800,000	—	2,231,444	1,260,000	67,589	36,600	4,395,633
	2021	576,635	3,844	3,368,068	2,959,200	89,783	34,800	7,032,330
P. Chadwick Myers Vice Chair of Jackson Holdings LLC	2022	950,000	—	5,464,571	1,496,250	103,537	124,553	8,138,912
	2021	680,000	266	3,714,804	6,707,500	142,548	68,975	11,314,093
	2020	680,000	4,502,054	6,045,814	—	114,702	352,677	11,695,247
Craig D. Smith President Chief Executive Officer and Chief Investment Officer, PPM	2022	525,000	—	1,775,005	1,908,391	—	36,600	4,244,997
	2021	450,000	224	1,337,297	2,536,505	—	34,800	4,358,826
	2020	395,000	—	787,518	2,134,423	—	53,761	3,370,702
Scott E. Romine President of Jackson National Life Distributors	2022	650,000	1,648	1,648,228	877,500	5,780	36,600	3,219,756
	2021	358,654	247	1,579,847	1,435,500	6,507	34,800	3,415,555

	Laura L. Prieskorn				Marcia L. Wadsten				P. Chadwick Myers				Craig D. Smith				Scott E. Romine
	$7,424,762				$2,677,766				$6,557,516				$2,130,022				$1,977,890

NAME	401(K) COMPANY CONTRIBUTION ($)	PERSONAL USE OF CORPORATE AIRCRAFT(A) ($)	TOTAL OTHER COMPENSATION ($)
Laura L. Prieskorn	36,600	37,520	74,120
Marcia L. Wadsten	36,600		36,600
P. Chadwick Myers	36,600	87,953	124,553
Craig D. Smith	36,600		36,600
Scott E. Romine	36,600		36,600

			ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS			ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS			ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)	GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(2)
AWARD	GRANT DATE(1)	APPROVAL DATE(1)	THRESHOLD ($)	TARGET ($)	MAXIMUM ($)	THRESHOLD (#)	TARGET (#)	MAXIMUM (#)		GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(2)
Laura L. Prieskorn
Jackson Annual Bonus Program(3)			1,000,000	2,000,000	4,000,000
LTI RSUs(4)	3/10/2022	2/25/2022							62,372	2,474,921
LTI PSUs(5)	3/10/2022	2/25/2022				46,779	93,558	187,116		3,712,381
Marcia L. Wadsten
Jackson Annual Bonus Program(3)			700,000	1,400,000	2,800,000
LTI RSUs(4)	3/10/2022	2/24/2022							22,494	892,562
LTI PSUs(5)	3/10/2022	2/24/2022				16,871	33,742	67,484		1,338,883
P. Chadwick Myers
Jackson Annual Bonus Program(3)			831,250	1,662,500	3,325,000
LTI RSUs(4)	3/10/2022	2/24/2022							55,086	2,185,812
LTI PSUs(5)	3/10/2022	2/24/2022				41,315	82,630	165,260		3,278,758
Craig D. Smith
PPM Bonus Pool(6)				1,312,500
PPM PIA(6)				367,500
LTI RSUs(4)	3/10/2022	2/24/2022							17,893	709,994
LTI PSUs(5)	3/10/2022	2/24/2022				13,420	26,840	53,680		1,065,011
Scott E. Romine
Jackson Annual Bonus Program(3)			487,500	975,000	1,950,000
LTI RSUs(4)	3/10/2022	2/24/2022							16,615	659,283
LTI PSUs(5)	3/10/2022	2/24/2022				12,462	24,923	49,846		988,945