Jackson Financial Inc PRE 14A, filed Apr 12, 2022

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Executive and Non-employee Director Compensation Consulting

All Other Consulting

Total Fees

Jackson Financial Inc. (JXN)

PRE 14A 2022-04-12 For: 2022-06-09

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Added on October 17, 2026

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1.	Election of nine (9) 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 2022	FOR
3.	Advisory Vote to approve the annual frequency of an advisory vote on executive compensation	FOR
4.	Advisory Vote to approve executive compensation	FOR
5.	Amendment and Restatement of the Second Amended and Restated Certificate of Incorporation to eliminate the authorized Class B Common Stock and make other ministerial amendments to the Certificate	FOR
	And such other business as may properly come before the Annual Meeting and any postponements and adjournments thereof.

INTERNET	TELEPHONE	MAIL

www.proxyvote.com up until 11:59 p.m. EDT June 8, 2022 During the Meeting: www.virtualshareholdermeeting.com/JXN2022	1-800-690-6903 up until 11:59 p.m. EDT on June 8, 2022	Mark, sign, and date your proxy card and return it in the pre-addressed, postage-paid envelope we have provided

	1			Proxy Statement Summary
	11			Proposal 1 — Election of Directors
	21			Corporate Governance
	21 Areas of Focus for the Board
	22 Corporate Governance Highlights
	22 Building our Board of Directors
	23 Annual Election of Directors
	24 The Structure, Leadership, and Oversight of Our Board
	27 Board and Committee Meetings and Committee Responsibilities
	28 Our Board Committees
	30 Transparency and Engagement
	35 Security Ownership of Certain Beneficial Owners
	37 Security Ownership of Management
	39			Environmental, Social, and Governance
	42			Non-Employee Director Compensation
	47			Proposal 2 — Ratification of Independent Auditor
	47 Pre-Approval Policy for Audit and Non-Audit Services
	48 Audit Fees, Audit-Related Fees and All Other Fees
	48 Report of the Audit Committee
	50			Proposal 3 — Frequency of Say-on-Pay
	51			Proposal 4 — Say-on-Pay
	52			Compensation Discussion and Analysis
	53 Executive Summary
	54 Compensation Philosophy
	55 Our Compensation and Governance Practices
	56 Pay Mix of our NEOs
	58 Elements of our Executive Compensation Program
	67 Report of the Compensation Committee
	68			Executive Compensation Tables
	68 Summary Compensation Table
	71 Grants of Plan Based Awards for Fiscal Year 2021
	73 Outstanding Equity Awards at Fiscal Year End 2021
	77 Option Exercises and Stock Vested
	78 Fiscal Year 2021 Nonqualified Deferred Compensation Plan
	78 Potential Payments Upon Termination or Change in Control
	83			Proposal 5 — Elimination of Authorized Class B Common Stock
	85			Questions and Answers
	88			Information not Incorporated into this Proxy Statement
	89			Appendix A
	90			Appendix B

Proposal		Board’s Voting Recommendation
1.	Election of nine (9) 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 2022	FOR
3.	Advisory Vote to approve the annual frequency of an advisory vote on executive compensation	FOR
4.	Advisory Vote to approve executive compensation	FOR
5.	Amendment and Restatement of the Second Amended and Restated Certificate of Incorporation to eliminate the authorized Class B Common Stock and make other ministerial amendments to the Certificate	FOR
	And such other business as may properly come before the Annual Meeting and any postponements and adjournments thereof.

	YEARS ENDED DECEMBER 31
	2021	2020
	(in millions)
Total Sales	$19,804	$19,229
Assets Under Management (“AUM”)	$359,454	$361,646
Net income (loss) attributable to Jackson Financial Inc.	$3,183	$(1,634)
Adjusted Operating Earnings (1)	$2,398	$1,880
Share repurchases	$211	—
Dividends on common shares	$50	—
Return on Equity (“ROE”)	31.5%	(20.1)%
Adjusted Operating ROE (1)	28.6%	27.6%

	The Jackson Difference
	WE PROVIDE CLARITY FOR A CONFIDENT FUTURE
	Jackson is committed to reducing the complexity of retirement planning. Our annuity products, financial know-how, history of award-winning service, and streamlined experiences strive to reduce the confusion that complicates retirement planning. We believe by providing clarity for all today, we can help drive better outcomes for tomorrow.

				Public Company / Senior Executive Executive management experience in a public company or leadership experience as a division president or functional leader within a complex organization						9/9
				Audit and Financial Expertise Understanding or overseeing financial reporting, disclosure controls and internal controls						7/9
				Business Operations and Strategic Planning Experience developing and implementing operating plans and business strategy, company operations, operating platform, and implementing technology strategies						8/9
				Corporate Governance Experience on governance committees, responsibility for governance functions, understanding of current corporate governance standards and best practices						9/9

				Finance and Investments Experience with debt and capital market transactions, mergers and acquisitions, financial investment markets, and investment decisions and strategy						8/9
				Human Capital Management Oversight of talent development, experience managing a human resources or compensation function						9/9
				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						9/9
				Legal, Compliance and Risk Management Professional experiences overseeing legal, compliance and/or risk functions						8/9
				Marketing and Communications Experience managing a marketing / sales function, increasing the perceived value of a product line or brand over time in the market						4/9
				Technology and Cybersecurity Knowledge of or experience with technology, cybersecurity and related issues and risks						3/9

	Independent Oversight				Fit-for-Purpose Board Composition				Accountability to Shareholders
	• Independent Chair • All directors except CEO are independent • Fully independent key Board committees • Independent directors meet in executive sessions at each regular Board Meeting • Board participation and oversight in strategic planning • Four independent standing committees, each with substantial oversight of company risks				• 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 • Robust stock ownership guidelines for directors and senior executives				• Annual election of directors • One vote per share1 • Reports with reference to the Sustainability Accounting Standards Board ("SASB”) standards • No poison pill or shareholder rights plan in place • Prohibitions on hedging and pledging of Company stock

	Pay for Performance A significant portion of compensation is at-risk, 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 (“TDC”) Our compensation enables us to attract, motivate, and retain high-performing executives
	Executives’ Interests Aligned with Shareholder Interests A significant portion of our NEOs’ TDC 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

	Public Company / Senior Executive Executive management experience in a public company or leadership experience as a division president or functional leader within a complex organization			Audit and Financial Expertise Understanding or overseeing financial reporting, disclosure controls, and internal controls
	Business Operations and Strategic Planning Experience developing and implementing operating plans and business strategy, company operations, operating platform, and implementing technology strategies			Corporate Governance Experience on governance committees, responsibility for governance functions, understanding of current corporate governance standards and best practices
	Finance and Investments Experience with debt and capital market transactions, mergers and acquisitions, financial investment markets, and investment decisions and strategy			Human Capital Management Oversight of talent development, experience managing a human resources or compensation function
	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			Legal, Compliance and Risk Management Professional experiences overseeing legal, compliance, and/or risk functions
	Marketing and Communications Experience managing a marketing / sales function, increasing the perceived value of a product line or brand over time in the market			Technology and Cybersecurity Knowledge of or experience with technology, cybersecurity, and related issues and risks

Lily Fu Claffee Independent Director Age: 52 Director Since 2021 Jackson Board Committees Finance and Risk Committee Nominating and Governance Committee	Career Experience Ms. Claffee has served as Executive Vice President and Chief Legal Officer for OneMain Financial, a financial services company, since July 2021. Ms. Claffee oversees OneMain Financial’s legal team, as well as compliance, government relations, and internal audit teams. Prior to her current role, from May 2018 through April 2021, Ms. Claffee served as Executive Vice President, General Counsel and Head of Compliance at Fox News Media, a news organization owned by Fox Corporation (NASDAQ: FOXA). For the eight years prior to that she held several leadership roles at the Chamber of Commerce of the United States of America, including Executive Vice President, Chief Legal Officer and Corporate Secretary. She began her career as a judicial clerk for the U.S. Court of Appeals for the Seventh Circuit, later was a partner at Mayer Brown LLP and Jones Day, and served with the U.S. Departments of Justice, the Treasury and Commerce. Ms. Claffee received her undergraduate degree from the University of Wisconsin and her law degree from the University of Minnesota, where she served as managing editor of the Minnesota Law Review. Qualifications Extensive experience as a legal professional and business executive, including roles with public companies and national organizations; a depth of expertise in compliance, risk oversight and corporate governance matters, as well as industry-related experience. Over her nearly 30-year legal career, Ms. Claffee has developed a broad range of experience at the highest levels of government, law firms, and business.
	Attributes and Skills
Public Company / Senior Executive	Corporate Governance	Finance and Investments
Human Capital Management	Insurance / Financial Services	Legal, Compliance and Risk Management

Gregory T. Durant Independent Director Age: 63 Director Since 2021 Jackson Board Committees Audit Committee (Chair) Compensation Committee	Career Experience Mr. Durant is the former Vice Chairman of Deloitte LLP. He built a successful career at Deloitte LLP until his retirement, and most recently served as Vice Chairman from May 2019 to May 2021, as Deputy Chief Executive Officer from April 2015 to May 2019, and prior to that in series of roles of increasing responsibility. As Deputy Chief Executive Officer, Mr. Durant oversaw Deloitte’s policy and government relations efforts to navigate the impact of public policies on the profession, the capital markets, and the economy. Mr. Durant also serves on the Board of Trustees of Carnegie Hall and is a member of its Finance & Operations Committee and Audit Committee (December 2012 to present). He was a member of the University of Chicago Booth School of Business, Dean’s Advisory Council (December 2011 to December 2020), and was the Vice Chair and member of the Board of Directors of A Better Chance, (December 2010 to December 2020), a non-profit organization that helps talented, diverse students achieve exceptional educational opportunities at high-achieving boarding, day, and public schools in the United States. Mr. Durant received his undergraduate degree from Western Michigan University and his master’s in Business Administration from the University of Chicago Booth School of Business. Mr. Durant has an in-depth knowledge of accounting and finance, including the preparation and review of complex financial reporting statements, is a Certified Public Accountant, and is a member of the American Institute of Certified Public Accountants. Qualifications Decades of experience in finance, accounting, and financial reporting matters; extensive experience as a senior executive and operational manager of a national accounting firm, leading, managing, and developing teams.
	Attributes and Skills
Public Company / Senior Executive	Audit and Financial Expertise	Business Operations and Strategic Planning
Corporate Governance	Finance and Investments	Human Capital Management
Insurance / Financial Services

Steven A. Kandarian Independent Chair of the Board Age: 70 Director Since 2021 Jackson Board Committees Compensation Committee Nominating and Governance Committee (Chair)	Career Experience Mr. Kandarian served as president and chief executive officer of MetLife, Inc., and in January 2012, served as Chair of the Board until he retired in 2019. Previously, Mr. Kandarian served as MetLife’s chief investment officer overseeing the company’s investment portfolio during the global financial crisis. He also oversaw MetLife’s marketing function, led its enterprise-wide strategy and contributed to the company’s global expansion. Previously, Mr. Kandarian had a multi-decade career in both the private and public sector, having served in leadership roles in the private equity and investment banking industry and serving as executive director of the Pension Benefit Guaranty Corporation. Mr. Kandarian is a member of the Board of ExxonMobil Corporation since 2018 and is also a member of the board of directors for Neuberger Berman, a private, independent, employee-owned investment manager of equities, fixed income, private equity, and hedge fund portfolios for institutions and advisors since 2015. Mr. Kandarian is a director of the Damon Runyon Cancer Research Foundation (March 2011 to present), a not-for-profit cancer research organization and a member of the Business Council. He also is a former member of the Business Roundtable, a former director of the Partnership for New York City, a former director of the Lincoln Center for the Performing Arts, and the former Chair of the Insurance Regulatory Committee of the Institute of International Finance. Mr. Kandarian earned his undergraduate degree in Economics from Clark University. He holds a law degree from Georgetown University Law Center and a master’s degree in Business Administration from Harvard Business School. Qualifications Executive leadership and management experience at the highest levels of a large public company; ability to provide insights on operational, regulatory, human capital, legal, compliance, governance, risk, marketing, and other matters. Other Public Company Boards ExxonMobil Corporation (February 2018 to present); Member of Compensation and Public Issues and Contributions Committees Prior Public Company Boards (in the last five years) AECOM (March 2019 to February 2021) MetLife (May 2011 to April 2019), Chair (January 2012 to April 2019)
	Attributes and Skills
Public Company / Senior Executive Corporate Governance Insurance / Financial Services	Audit and Financial Expertise Finance and Investments Legal, Compliance and Risk Management	Business Operations and Strategic Planning Human Capital Management Marketing and Communications

Derek G. Kirkland Independent Director Age: 64 Director Since 2021 Jackson Board Committees Audit Committee Finance and Risk Committee	Career Experience Mr. Kirkland is a former Vice Chair of Investment Banking of Morgan Stanley. During the majority of his career at Morgan Stanley, Mr. Kirkland was a member of the Financial Institutions Group where he focused primarily on financial services industry clients active in the insurance sector. For over 30 years, Mr. Kirkland held several management positions, serving as Vice Chair of Investment Banking, Managing Director or Advisory Director, each at various times, for 15 years until retiring in April 2020. Prior to that, he served in a series of roles of increased responsibility. In 2015-2016, Mr. Kirkland was a Senior Fellow of the Mossavar-Rahmani Center for Business and Government at the Harvard University John F. Kennedy School of Government. Mr. Kirkland is a member of the Board of Trustees of Third Way (January 2006 to present), a national policy think tank that champions realistic progressive ideas. Mr. Kirkland holds a bachelor’s degree from Princeton University and a master’s degree in Public Policy from the John F. Kennedy School of Government at Harvard University. Qualifications Executive leadership and management experience at a large, global financial services firm; expertise in annuity products, financial risk, and investment management.
	Attributes and Skills
Public Company / Senior Executive	Audit and Financial Expertise	Business Operations and Strategic Planning
Corporate Governance	Finance and Investments	Human Capital Management
Insurance / Financial Services	Legal, Compliance and Risk Management

Drew E. Lawton Independent Director Age: 63 Director Since 2021 Jackson Board Committees Compensation Committee Finance and Risk Committee	Career Experience Mr. Lawton has held executive leadership positions in a career spanning three decades. Mr. Lawton is the former CEO of New York Life Investment Management (2014-2015). While at New York Life, he was responsible for the retail annuity book of business as well as institutional distribution, relationship management, marketing, and product management (February 2010 to December 2015). Prior to New York Life, Mr. Lawton was President of Pyramis Global Advisors Trust Company, which directed business activities of Pyramis Global Advisors, a Fidelity Investments company providing investment products to institutional customers. Mr. Lawton also served as president and chaired the Fidelity Management Trust Company Board of Directors. Previously, Mr. Lawton served in management positions for both the defined benefit and defined contribution business of the Fidelity Employer Services Company. Since October 2016, Mr. Lawton has served as a Director for the BlackRock iShares Trust, a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust and Chair of 15(c) Committee, and as an advisory board member of iShares Trust, iShares, Inc., and iShares U.S. ETF Trust. Mr. Lawton is a former board member of Make-a-Wish Foundation of America (2011-2017), Principal Mutual Funds, independent director (March 2016-September 2016), and Trustee of the University of Virginia Frank Batten School of Leadership and Public Policy (May 2016-May 2018). Mr. Lawton is an adjunct professor at the University of North Texas. Mr. Lawton holds a bachelor’s degree in Administrative Science from Yale University and a master’s degree in Business Administration, with a concentration in Finance, from the University of North Texas. Qualifications Executive leadership and management experience at a large, global financial services firm; expertise in annuity products, financial risk management, and investment management. Mr. Lawton is also a National Association of Corporate Directors (NACD) Certified Director.
	Attributes and Skills
Public Company / Senior Executive	Business Operations and Strategic Planning	Corporate Governance
Finance and Investments	Human Capital Management	Insurance / Financial Services
Legal, Compliance and Risk Management	Marketing and Communications

Martin J. Lippert Independent Director Age: 62 Director Since 2021 Jackson Board Committees: Audit Committee Nominating and Governance Committee	Career Experience Mr. Lippert is a former executive of MetLife, Inc., having served as Executive Vice President of Global Technology and Operations (September 2011 to April 2019) with responsibilities that included Customer Service and MetLife Holdings (the former retail business). Mr. Lippert also served as Vice Chairman and Chairman of various financial firms. Prior to MetLife, Mr. Lippert held leadership roles at Citigroup and served as Vice Chairman for Royal Bank of Canada. He served as a former advisory board member for the IBM Corporation, Oracle and Accel Venture Capital Partners. Mr. Lippert also served as Chairman of the Board for AOL, Canada, and was a member of the board of directors of Trillium Health System, one of Canada’s largest health care providers. During the 2009-2010 financial crisis, Mr. Lippert served as special adviser to the Board of Freddie Mac. Mr. Lippert serves as an Advisory Board Member of the University of Pittsburgh (April 2018 to present), and serves as a director of New Leaders, a non-profit focused on advancing the education of minority students in inner-city schools (June 2010 to present). Mr. Lippert was awarded the Peter J. Kight Lifetime Achievement Award for Innovation in Banking and has been recognized on several occasions by American Banker as a top technology executive. Mr. Lippert holds an undergraduate degree from the University of Pittsburgh. Qualifications Deep expertise in technology and cybersecurity trends and risks; extensive senior management experience in the insurance and financial services industries, as well as corporate governance and marketing and communications areas. In the course of his career, Mr. Lippert gained broad experience in global technology and operations, including digital strategy, customer service, anti-money laundering, and risk management.
	Attributes and Skills
Public Company / Senior Executive	Audit and Financial Expertise	Business Operations and Strategic Planning
Corporate Governance	Human Capital Management	Insurance / Financial Services
Legal, Compliance and Risk Management	Marketing and Communications	Technology and Cybersecurity

Russell G. Noles Independent Director Age: 63 Director Since 2021 Jackson Board Committees: Audit Committee Finance and Risk Committee (Chair)	Career Experience Mr. Noles most recently served as Executive Vice President and Chief Operating Officer, and advisor to the Chief Executive Officer, Nuveen (June 2017 to March 2019), an asset management subsidiary of Teachers Insurance & Annuity Association (“TIAA”). Prior to Nuveen, Mr. Noles served in a variety of senior positions at TIAA, including Senior Managing Director and Chief Strategy Officer (February 2011 to June 2017) and Senior Vice President of Trust Products and Vice President and Chief Internal Audit Executive from 2004 to 2011. Mr. Noles also served as Vice President and Chief Internal Audit Executive at The St. Paul Companies, where Mr. Noles gained a deep understanding of financial statements, accounting, and internal controls. Mr. Noles also was a former member of the Board of Directors of TIAA-CREF Life Insurance Company (April 2008 to December 2018), where he also was Chair of the Audit Committee. Mr. Noles currently serves on the Board of Trustees for Metropolitan State University of Denver (January 2019 to present), where he currently serves as Chair of the Board; and he also serves on the Board of Directors of Consumer Reports (October 2019 to present) where he chairs the Finance Committee and Investments Subcommittee. Mr. Noles holds a bachelor’s degree in accounting from Metropolitan State University of Denver and earned a master’s in Business Administration, with a concentration in Finance, from the University of Denver. Mr. Noles is also a Certified Public Accountant. Qualifications Extensive experience as a senior business executive in the financial services industry; substantial expertise in technology, cybersecurity, risk management, strategy, corporate governance, retirement services, and operations; an accounting degree and significant expertise in financial reporting and auditing matters.
	Attributes and Skills
Public Company / Senior Executive	Audit and Financial Expertise	Business Operations and Strategic Planning
Corporate Governance	Finance and Investments	Human Capital Management
Insurance / Financial Services	Legal, Compliance and Risk Management	Technology and Cybersecurity

Laura L. Prieskorn Director Age: 54 Director Since 2021	Career Experience Ms. Prieskorn is Chief Executive Officer and President of Jackson Financial Inc. She has served Jackson in many capacities over her more than 30 years with the Company. Prior to her appointment as President and Chief Executive Officer, Ms. Prieskorn served as Jackson’s Executive Vice President and Chief Operating Officer where she led Jackson’s operations, technology and information security initiatives and was responsible for developing Jackson’s industry-leading operating platform for clients, advisors, and distribution partners. Ms. Prieskorn also currently serves on the Board of Directors of the American Council of Life Insurers. Ms. Prieskorn holds a bachelor’s degree in Business Administration from Central Michigan University. Qualifications Decades of experience as a senior business executive at the Company; substantial expertise in business operations, strategic planning, risk management, investment management and human capital management.
	Attributes and Skills
Public Company / Senior Executive	Audit and Financial Expertise	Business Operations and Strategic Planning
Corporate Governance	Finance and Investments	Human Capital Management
Insurance / Financial Services	Legal, Compliance and Risk Management	Marketing and Communications
Technology and Cybersecurity

Esta E. Stecher Independent Director Age: 65 Director Since 2021 Jackson Board Committees: Compensation Committee (Chair) Nominating and Governance Committee	Career Experience Ms. Stecher was a partner at Goldman Sachs for more than 25 years, where she held several leadership roles, including Tax Director, General Counsel and CEO of Goldman Sachs Bank USA. She also served on the Goldman Sachs Management Committee. Prior to joining Goldman Sachs, Ms. Stecher was a partner in the Tax Group at the law firm of Sullivan & Cromwell. Ms. Stecher continues to serve on the boards of several significant banking and investment banking subsidiaries of Goldman Sachs, including serving as the chair of the boards of Goldman Sachs Bank USA and of Goldman Sachs International Bank. Ms. Stecher is involved in a number of non-profit and charitable organizations. She is a director of Lincoln Center for the Performing Arts (2018 to present), the Dana Farber Cancer Institute (2018 to present), and the University of Minnesota Foundation (2018 to present). She is also chair of the boards of the Goldman Sachs Philanthropy Fund (2020 to present) and the Ayco Charitable Foundation (2020 to present), both donor-advised funds. Ms. Stecher is a trustee emerita of Columbia University and a director of the Columbia Investment Management Company. Additionally, Ms. Stecher is a current member of the Council on Foreign Relations, an independent think tank focused on foreign policy issues. Ms. Stecher earned a bachelor’s degree from the University of Minnesota and a law degree from Columbia University School of Law. Qualifications Extensive experience as a senior business executive in the financial services industry; substantial expertise in corporate governance, risk management, finance and investment management, and human capital management spaces.
	Attributes and Skills
Public Company / Senior Executive	Audit and Financial Expertise	Business Operations and Strategic Planning
Corporate Governance	Finance and Investments	Human Capital Management
Insurance / Financial Services	Legal, Compliance and Risk Management

	Strategy and Operations			Governance and Risk Management
	• Reviewing and approving strategic plans • Reviewing corporate performance • Ensuring processes are in place to maintain integrity and ethical conduct at the Company			• 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
	Talent and Succession Planning			Board Composition and Effectiveness
	• 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			• Recommending candidates to the shareholders 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 regarding the effectiveness of the Board

	Independent Oversight				• Independent Chair • All directors except CEO are independent • Fully independent Board committees • Independent directors meet in executive sessions at Board and committee meetings • Board participation and oversight in strategic planning • Four independent standing committees, each with substantial oversight of company risks
	An Engaged Board with Robust Refreshment 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 • Robust stock ownership guidelines for directors and senior executives
	Shareholder Rights				• Annual election of all directors • One vote per share • Reports with reference to the SASB standards • No poison pill or shareholder rights plan in place • Prohibitions on hedging and pledging of Company stock

	Board of Directors
	Directly oversees the corporate strategy and other matters reserved to the full Board
	Provides approval and oversight of the Company’s risk framework and risk appetite structure
	Reviews and discusses with management significant risks affecting Jackson, including matters escalated by its committees from within their respective areas of oversight

	Management
	Led by our CEO, chief risk officer and executive team, implements and supervises day-to-day implementation and monitoring of the Board-approved risk framework and reports to the Board and its committees on significant matters

	Risk Management Program
	Risk framework based on the three lines model:
	Risk Ownership and Management: Our business functions have primary ownership of risk management relating to their area of expertise.
	Risk Control and Oversight: Our Risk team manages all aspects of risk control and oversight relating to business-related and operations-related risks. Our Compliance team manages all aspects of risk control and oversight relating to regulatory-related and compliance-related risks.
	Independent Assurance: 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. Internal Audit is directly overseen by the Audit Committee and operates pursuant to a charter which is reviewed and approved annually by the Audit Committee.

COMMITTEE	MEMBERS IN 2021	DESCRIPTION
Audit Committee(1) Meetings held in 2021(2): 5	Gregory T. Durant (Chair) Derek G. Kirkland Martin J. Lippert Russell G. Noles	The Audit Committee is responsible for oversight of the Company’s accounting, financial reporting, disclosure and control processes, and audits of financial statements. The Audit Committee also has various risk management oversight responsibilities. In addition, the Audit Committee oversees the work of the internal audit and independent audit functions, including their respective audit plans and results. In connection with the committee’s oversight of the independent auditor, the committee approves its compensation and oversees the engagement, performance, and continued independence. Finally, the Audit Committee oversees our compliance and ethics program, including regulatory compliance with applicable legal and regulatory requirements.
Compensation Committee(3) Meetings held in 2021(4): 5	Esta E. Stecher (Chair) Gregory T. Durant Steven A. Kandarian Drew E. Lawton	The Compensation Committee is responsible for establishing the Company’s general compensation philosophy and developing compensation programs aligned with the philosophy. In addition, the Compensation Committee is responsible for approving corporate goals, evaluating the CEO’s performance, and recommending for approval by the independent directors of the Board the CEO’s total compensation level based on such evaluation. The Compensation Committee also has oversight of the Company’s incentive compensation plans and executive officer compensation, including approval of salary, bonus, equity awards, and employment/separation agreements. More information on executive compensation can be found in the Compensation Discussion & Analysis section of this proxy statement.
Finance and Risk Committee Meetings held in 2021(5): 2	Russell G. Noles (Chair) Lily Fu Claffee Derek G. Kirkland Drew E. Lawton	The Finance and Risk Committee oversees the Company’s management of material financial and non-financial risks and compliance with the risk framework and financial plan. Through its oversight, the Finance & Risk Committee will review the Company’s capital management policies, financial structure, long-term financial plan and policies, corporate finance transactions, and credit ratings. Finally, the Finance and Risk Committee reviews and discusses prior to Board approval actions relating to equity and debt issuances, share repurchase programs, dividends, and mergers and acquisitions.

	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
NAME AND ADDRESS OF BENEFICIAL OWNER	Class A		Class B(2)		Percent of Class A and Class B Combined
NAME AND ADDRESS OF BENEFICIAL OWNER	Shares	%	Shares	%	% of Total Combined Voting Power	% of Total Common Stock
Athene Co-Invest Reinsurance Affiliate 1A Ltd. Second Floor, Washington House 16 Church Street, Hamilton HM 11 Bermuda	8,722,409(3)	9.9%	638,861	100%	9.9%	10.6%
Dan Hagan 601 East Broadway, Suite 203 PO Box 1225 Columbia, Missouri 65205	8,700,000(4)	9.9%	—	—	9.9%	9.8%
FMR LLC 245 Summer Street Boston, Massachusetts 02210	5,757,009(5)	6.2%	—	—	6.2%	6.2%
Prudential plc 1 Angel Court London EC2R 7AG England	16,335,443(6)	18.6%	—	—	18.5%	18.4%
Sessa Capital 888 Seventh Avenue, 30th Floor New York, New York 10019	4,759,038(7)	5.4%	—	—	5.4%	5.4%
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355	7,936,250(8)	8.5%	—	—	8.5%	8.4%

NAME OF BENEFICIAL OWNER	SHARES	STOCK THAT MAY BE ACQUIRED WITHIN 60 DAYS(1)	STOCK UNITS(2)	PERCENT OF CLASS(3)
Non-Employee Directors
Lily Fu Claffee	2,388.59	802.10	10,699.07	*
Gregory T. Durant	0	—	9,896.97	*
Steven A. Kandarian	0	—	63,095.37	*
Derek G. Kirkland	19,302.51(4)	—	285.14	*
Drew E. Lawton	0	—	9,896.97	*
Martin J. Lippert	2,388.59	802.10	10,699.07	*
Russell G. Noles	13,696.92	—	285.14	*
Esta E. Stecher	2,866.70	962.10	10,859.08	*
Named Executive Officers
Laura L. Prieskorn	20,132.17	—	250,049.88	*
Marcia L. Wadsten	12,714.81	—	152,742.74	*
P. Chadwick Myers	110,724.20(5)	—	306,697.18	*
Craig D. Smith	18,931.94	—	40,041.98	*
Scott E. Romine	14,905.18	—	37,882.77	*
Michael I. Falcon(6)	0	—	102,699.16	*
Axel P. André(7)	0	—	0	—
Andrew J. Bowden(8)	0	—	0	—
Mark B. Mandich(9)	27,726.31	—	0	*
Director Nominees and Executive Officers as a Group	245,777.92	2,556.30	1,005,830.52	*

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 (market $ 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	$88,645	$254,830	$0	$343,475
Gregory T. Durant	$47,826	$254,830	$0	$302,656
Steven A. Kandarian(3)	$253,478	$1,515,643	$0	$1,769,122
Derek G. Kirkland	$88,645	$254,830	$0	$343,475
Drew E. Lawton	$37,364	$254,830	$0	$292,194
Martin J. Lippert	$88,645	$254,830	$0	$343,475
Russell G. Noles	$113,493	$254,830	$0	$368,323
Esta E. Stecher	$106,374	$254,830	$0	$361,204

	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
2021 Annual Cash Retainer RSU(C)	1,980	$82,823
2021 Annual Equity Retainer RSU(D)	4,076	$170,499
2021 Founders Award RSU(E)	5,700	$238,431
Gregory T. Durant
2021 Annual Equity Retainer RSU(D)	4,076	$170,499
2021 Founders Award RSU(E)	5,700	$238,431
Steven A. Kandarian
2021 Annual Equity Retainer RSU(D)	12,542	$524,632
2021 Founders Award RSU(E)	45,606	$1,907,699
Derek G. Kirkland
2021 Annual Cash Retainer RS(C)	1,980	$82,823
2021 Annual Equity Retainer RS(D)	3,794	$158,703
2021 Annual Equity Retainer RSU(D)	282	$11,796
2021 Founders Award RS(E)	5,700	$238,431
Drew E. Lawton
2021 Annual Equity Retainer RSU(D)	4,076	$170,499
2021 Founders Award RSU(E)	5,700	$238,431
Martin J. Lippert
2021 Annual Cash Retainer RSU(C)	1,980	$82,823
2021 Annual Equity Retainer RSU(D)	4,076	$170,499
2021 Founders Award RSU(E)	5,700	$238,431
Russell G. Noles
2021 Annual Cash Retainer RS(C)	2,534	$105,997
2021 Annual Equity Retainer RS(D)	3,794	$158,703
2021 Annual Equity Retainer RSU(D)	282	$11,796
2021 Founders Award RS(E)	5,700	$238,431
Esta E. Stecher
2021 Annual Cash Retainer RSU(C)	2,375	$99,346
2021 Annual Equity Retainer RSU(D)	4,076	$170,499
2021 Founders Award RSU(E)	5,700	$238,431

FEE CATEGORY	2021	2020
Audit Fees(1)	$10,093,636	$8,374,085
Audit-Related Fees(2)	$654,600	$984,335
Tax Fees(3)	—	—
All Other Fees(4)	—	—
Total Fees	$10,748,236	$9,358,420

	NAME				TITLE
	Currently Employed NEOs
	Laura L. Prieskorn(1)				Chief Executive Officer and Director
	Marcia L. Wadsten(1)				Executive Vice President & Chief Financial Officer
	P. Chadwick Myers				Vice Chair of Jackson Holdings LLC
	Craig D. Smith(2)				President, CEO and Chief Investment Officer, PPM America, Inc.
	Scott E. Romine(3)				President, Jackson National Life Distributors LLC
	Former NEOs
	Michael I. Falcon(4)				Former Chief Executive Officer
	Mark B. Mandich(4)				Former President and Chief Executive Officer, PPM America, Inc.
	Andrew J. Bowden(4)				Former Executive Vice President and General Counsel
	Axel P. André(4)				Former Executive Vice President and Chief Financial Officer

	PAYING FOR PERFORMANCE			A significant percentage of executive compensation is in the form of at-risk incentive elements that are based on Company and individual performance against preset goals that are aligned with our long-term goals and drive increases in shareholder value
	PROVIDING COMPETITIVE TARGET 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 restriction periods
	REINFORCING STRONG RISK MANAGEMENT			Our compensation program is designed to incentivize actions that create sustainable shareholder value thereby minimizing excessive or inappropriate risk-taking
	MAINTAINING STRONG GOVERNANCE			The Compensation Committee provides direct oversight to ensure rigorous plan design, goal-setting, risk mitigation, and appropriate benchmarking