UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A​

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

Jackson Financial Inc.

(Name of Registrant as Specified in Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

​

Dear fellow shareholders,

In 2021, Jackson Financial Inc. (“Jackson”) successfully transformed into an independent public company with its shares listed on the New York Stock Exchange following our separation from Prudential plc (“Prudential”) on September 13. I am honored to serve as independent Chair and, along with the entire Board, am committed to being a good steward of shareholder capital and will strive to increase value for all shareholders.

In order to best serve you, we know that the Board must: maintain a diverse Board with the relevant backgrounds, experience, and perspectives to provide independent oversight of Management; execute strong environmental, social, and governance (“ESG”) practices to limit risk for shareholders; design compensation practices that align the interests of management with shareholders; and engage regularly with shareholders to solicit feedback. That is why Jackson’s nine-member Board reflects the diversity and expertise necessary to oversee a public company. In addition to 44% gender and ethnic diversity, we have assembled a Board of highly experienced executives with diverse skill sets, public company experience and deep insurance, financial services, and technology expertise.

Although we have been a public company for less than a year, the Jackson story has been one of innovation and successful execution since 1961. Today, as an independent retirement solutions company for the first time since being acquired by Prudential in 1986, Jackson’s purpose remains the same — to help Americans achieve financial freedom for life.

Our success begins with Jackson associates, who for more than 60 years have used their diverse perspectives and talents to fulfill that purpose. Jackson’s core values — Empower, Execute, Respect, and Create — represent how we approach business and serve as guiding principles for interactions with each other and our many stakeholders. Associates are dedicated to supporting and generously giving back to the communities where they live and work. In 2021, our associates were the driving force behind more than $5.6 million given to nonprofits that are personally meaningful to them and provide support and impact throughout our communities.

That culture extends to the ways in which we integrate our ESG strategy into our operations. We understand the importance of strong ESG policies in order to positively impact our environment, communities, and stakeholders. The Board is fully engaged with Jackson’s efforts to continue enhancing its reporting program in our first year as a public company. To that end, we look forward to publishing our first comprehensive ESG report this year and are proud to have launched a dedicated ESG section on our corporate website within months of becoming an independent company.

The Board prioritized a review of Jackson’s executive compensation program to bring it into alignment with standard U.S. practices. Prior to our separation, executive compensation was determined by the compensation committees of Prudential. While the review remains underway and the compensation program will continue to evolve, Jackson’s Compensation Committee has established an initial compensation framework that continues to be rooted in a pay-for-performance philosophy aligning the interests and incentives of our executives with those of our shareholders.

Jackson delivered solid financial results in 2021. The strength of our business, combined with effective risk management, resulted in healthy statutory capital generation and we ended the year ahead of our targeted capital levels. Within the first quarter of being publicly listed, the Board approved a quarterly dividend of  $0.50 a share, and we raised our dividend by 10% the following quarter. Additionally, the Board authorized $600 million in share repurchases within the first six months of being listed. Sales of Jackson’s annuity portfolio were up in 2021 over the prior year and we continued to expand and diversify with the launch of our RILA products suite, Jackson Market Link ProSM, and our entrance into the defined contribution market through our partnership with AllianceBernstein — both starting in

 

the fourth quarter. In 2022, we intend to maintain our balanced approach to capital management and invest in the growth of the company, while delivering on our commitment to provide value to shareholders. We take our commitment seriously and will work to consistently deliver in line with our targets to earn and maintain your trust over time.

On behalf of the Board of Directors, I am proud of Jackson’s efforts to deliver on our commitments to all our stakeholders. I look forward to engaging with many of you over the course of the year and receiving your feedback on subjects that matter most to you. I encourage you to read these proxy materials and welcome your participation in our first annual meeting of shareholders on June 9, 2022.

Thank you for your confidence in Jackson.

Steven A. Kandarian
Independent Chair of the Board of Directors
Jackson Financial Inc.

 

Jackson Financial Inc.
Notice of Annual Meeting of Shareholders

Items of Business and Board Voting Recommendation:

Please carefully review the proxy materials and follow the instructions below to cast your vote as soon as possible in advance of the meeting.

Please cast your votes by one of the following methods:

For specific instructions on voting, please refer to Questions and Answers-Voting Information.

 

Due to the continuing public health impact of the COVID-19 pandemic, the 2022 annual meeting of shareholders, our first annual meeting as a standalone public company, will be a virtual meeting. To attend and vote during the annual meeting, please visit www.virtualshareholdermeeting.com/JXN2022 (the “Annual Meeting Website”) and enter the control number found on your proxy card or voting instruction form (the “Control Number”). You may vote your shares and submit your questions during the annual meeting by entering your Control Number and following the instructions that are also available on the Annual Meeting Website.

Your vote is important to us. Even if you plan on attending the Annual Meeting, we urge you to vote and submit your proxy in advance using one of the methods described above and in the accompanying proxy materials.

By order of the Board of Directors.

Carrie L. Chelko
Executive Vice President, General Counsel and Secretary
1 Corporate Way
Lansing, MI 48951

April 25, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2022

This Notice of Annual Meeting, proxy statement and Form of Proxy, and our 2021 Annual Report on Form 10-K are available under Financials in the Investor Relations section of our website at investors.jackson.com/financials/sec-filings and also may be obtained free of charge on written request to the Corporate Secretary at Jackson’s headquarters, 1 Corporate Way, Lansing, Michigan 48951.

 

Proxy Statement

This proxy statement contains information about the 2022 annual meeting of shareholders (the “Annual Meeting”) of Jackson Financial Inc. (the “Company”, “Jackson”, “JFI”, “we”, and “our”). The Company is providing proxy materials to solicit proxies on behalf of Jackson’s Board of Directors (the “Board of Directors” or the “Board”). It is sending certain shareholders a Notice of Internet Availability of Proxy Materials (“Notice”) on or about April [25], 2022. The Notice includes instructions on how to access the proxy statement, 2021 Annual Report to Shareholders, and Letter to Shareholders online. Shareholders who have previously requested a printed or electronic copy of the proxy materials will continue to receive such a copy of the proxy materials, which will be sent on or about April [25], 2022. See the Question and Answers section of this proxy statement for additional information.

Table of Contents

Forward Looking Statements

This Proxy Statement contains certain forward-looking statements about future events and results identified by words such as “will,” “expect,” “goals,” and similar words. Those statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied. Those risk factors are described in our 2021 Form 10-K and other reports filed with the SEC.

 

Proxy Statement Summary

This proxy summary is intended to provide a broad overview of information contained elsewhere in this proxy statement and our 2021 Annual Report to Shareholders (“Annual Report”) and does not contain all of the information that you should consider when casting your vote. Please review the entire proxy statement and Annual Report carefully before voting.

​	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.	​

​

​

 

Our commitment is to help people achieve financial freedom so they can live the lives they want. Our corporate values of Empower, Execute, Respect, and Create guide our employee practices and decisions to build on our strong legacy.

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. As demand for new sources of retirement income increases and an aging U.S. population transitions into retirement, the core strengths that will enable us to maintain and grow our market leadership include:

Differentiated products and well-known brand among advisors

The differentiated product features we offer as compared to our competitors — in particular, the freedom to invest across a wide range of subaccount options within our variable annuities — has resulted in our products becoming some of the best-selling annuities in the United States. We also offer fixed, fixed index, and immediate payout annuities. In the fourth quarter of 2021, we successfully launched our commission and advisory-based suite of registered index-linked annuities and entered the $10.4 trillion Defined Contribution market.1 As the market and consumer needs evolve, we will continue to expand and diversify our product offerings.

Industry-leading, diverse, and proven distribution capabilities

The relationships we have built and our brand recognition among financial professionals allow us to sell our products through an industry-leading distribution network of over 580 distribution partners and more than 135,000 licensed, appointed advisors across multiple channels. We continually look for ways to expand and diversify our partnerships and distribution channels.

Award-winning customer service and scalable operating platform

Jackson has had a history of recognition for service excellence, and we were recently recognized with four awards from Service Quality Measurement Group, Inc., for excellence in contact center services in 2021. Most notably, the honors include earning the Highest Customer Service — Financial Industry award for achieving the highest first-call resolution score in the market.

The operating platform at Jackson enables us to grow efficiently and provide superior customer service while maintaining a combined statutory operating expense-to-asset ratio of 23 basis points at our principal insurance company subsidiaries (for the year ended December 31, 2021), which we believe is among the lowest in the life and annuity industry.

High-quality investment management

Our two registered investment adviser subsidiaries, Jackson National Asset Management, LLC (“JNAM”) and PPM America, Inc. (“PPM”) are core contributors to Jackson’s differentiated value proposition, collectively managing approximately $359 billion in assets as of December 31, 2021. JNAM manages all separate account assets and asset allocation associated with our variable annuities, with approximately $280 billion in assets under management. In addition, with approximately $79 billion in assets under management, PPM manages the majority of the Jackson National Life Insurance Company (“Jackson National Life”) general account investment portfolio and provides investment management services to third parties.

1Release: Quarterly Retirement Market Data, Investment Company Institute, December 16, 2021

 

Attractive financial profile with a strong risk-management culture

Our embedded risk management approach includes prudent pricing and product design and a proven hedging program. These core strengths have enabled our track record of profitable growth, strong financial strength ratings, and attractive risk-adjusted returns over various market and regulatory environments. In addition, we have shown a commitment to long-term capital return to shareholders through our share repurchase plan and shareholder dividends.

​	​	​	​	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%	​

 

Making choices for the future is a responsibility we take seriously. Our environmental, social, and governance (“ESG”) efforts reflect our commitment to a more confident future for all of us.

Recent highlights of our efforts include:

 

The Company has nominated highly qualified, independent leaders to serve on its Board of Directors. Our director nominees bring a diversity of attributes, skills, experiences, and backgrounds to our Board, combining to create an effective Board focused on the long-term goals and needs of the Company’s shareholders and other stakeholders.

Director Attributes and Skills

The Board, led by the Nominating and Governance Committee chair, identified the following attributes, skills, and experiences as most relevant for the Company’s Board at this time. We look to each director to be knowledgeable in these areas. However, we indicate those particularly prominent attributes, skills, and experiences which the director brings to the Board.

 

 

We ask you to vote FOR all the director nominees listed in Proposal 1 — Election of
Directors below.

All current directors attended at least 75% of the Board and committee meetings on which he or she sits. Detailed information regarding these individuals is set forth in this proxy summary and under Proposal Number One. The Nominating and Governance Committee and the Board believe that the nominees provide the relevant and comprehensive experience, qualifications, attributes, skills, and backgrounds that, in light of Jackson’s business, structure, and challenges, are needed to provide highly effective oversight of the Company’s industry, risks, and current and long-term strategic needs.

 

 

With the oversight of our Board, we have created a strong governance structure in connection with establishing Jackson as a newly independent public company in 2021. In its first year, our Board has taken steps to ensure Jackson is committed to maintaining its robust governance and strong ethical culture that benefits the long-term interests of our shareholders. We will continue to regularly review, update, and enhance our corporate governance practices and compliance and training programs, as appropriate, in light of shareholder interests, changes in applicable laws, regulations and stock exchange requirements, and the evolving needs of our business. Our corporate governance highlights include:

​

(1)

Currently only shares of the Company’s Class A Common Stock are outstanding, and there are no shares of the Company’s Class B Common Stock issued or outstanding. At the Annual Meeting, in Proposal 5, we are asking shareholders for approval to amend our charter to eliminate our legacy Class B shares, which reflected 1/10th of the voting power of the Class A share.

​

As a new public company, the Board recognizes that governance is an evolving process and has established the Company’s Corporate Governance Guidelines to provide the Board with a general framework in fulfilling its duties and responsibilities. Each year, the Board will review the Corporate Governance Guidelines and revise, as appropriate, to address emerging needs and practices.

The Corporate Governance Guidelines are available under Governance in the Investor Relations section of our website at investors.jackson.com/governance.

Most elements of our executives’ 2021 pay — including the separation payments and other compensation paid to former NEOs who left in early 2021 — were previously approved and implemented by Prudential plc (“Prudential”) prior to the appointment of our Board and Compensation Committee.

Upon its appointment in September 2021, our Compensation Committee prioritized transitioning our currently employed NEOs’ compensation packages to a more typical U.S. public company approach, with a substantial shift from cash-based to equity-based compensation. These changes have been implemented for the 2022 compensation year. While we have disclosed in advance such changes in this year’s compensation discussion and analysis, the full effect of this transition will be more prominent in next year’s compensation disclosures.

 

The key objectives of our executive compensation program are the following:

2021 and 2022 Pay Mix

We are asking you to approve an advisory, nonbinding vote on compensation awarded to our NEOs — our president and chief executive officer (“CEO”), chief financial officer (“CFO”), and three additional most highly paid, currently employed executive officers as listed in the Summary Compensation Table in the Compensation Discussion and Analysis Section.

 

Proposal 1 — Election of Directors

The Company’s success and long-term value benefit from the judgment, skills, and experiences of its directors. The Board considers nominees who have demonstrated integrity and accomplishment in their business and professional careers and who possess the necessary experience and background to contribute to the Board and Jackson. In addition, the nominees engaged, and will continue to engage, in continuing education and other programs to remain current in their particular areas of expertise, to further their understanding of corporate governance, and in other matters relevant to Jackson.

The Board nominees consist of a diverse group of highly qualified leaders in their respective fields. All Board nominees have extensive senior leadership experience. In these positions, they have gained significant and diverse management experience, including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. The Board believes each of the current nominees qualifies for service on the Board of Directors. The Board and the Nominating and Governance Committee further believe the skills, qualities, attributes, and experiences of our directors provide us with business acumen and a diverse range of perspectives to effectively address Jackson’s evolving needs and represent the best interests of Jackson’s shareholders.

To assist with candidate assessment, the Nominating and Governance Committee utilizes a matrix, which will be reviewed annually, of the relevant skills and experiences that evolve with the Company’s business and strategy. With this in mind, the Board, led by the Nominating and Governance Committee chair, identified the following skills and experiences as most relevant for the Company’s Board at this time:

 

 

 

 

 

 

 

 

 

 

Corporate Governance

Our purpose-driven culture embraces the values of empowerment, execution, respect, and creativity. Because we think like owners, we empower our associates to continue to create a sustainable and ethical business, a practice that guided the Company well before we became a standalone public company. Our Board of Directors embodies these values and acts as the steward of the Company, promoting the long-term value and health of Jackson in the interests of shareholders and our many other stakeholders consistent with good corporate citizenship.

The Board is entitled to exercise all corporate authority, except for those matters reserved to the shareholders. The Board has oversight authority, defining and overseeing the implementation of and compliance with standards of accountability, and monitors the effectiveness of management policies and decisions in an effort to ensure that the Company is managed in such a way to achieve its objectives. Our corporate governance policies and practices are contained in our governance documents, including our Second Amended and Restated Certificate of Incorporation, Second Amended and Restated By-Laws, Corporate Governance Guidelines and committee charters.

 

As a newly independent public company, Jackson had the unique opportunity in 2021 of building its entire Board of Directors. In February 2021, prior to Jackson becoming a standalone public company, Steven A. Kandarian was appointed as the Chair of the Board of Directors (“Chair”) by our former parent company, Prudential. Mr. Kandarian was tasked with the development of our initial Board of Directors and ensuring the Company’s successful transition to a standalone public company. Mr. Kandarian, in close coordination with senior management, developed initial criteria, including industry experience, independence, character, ability to exercise sound judgment, diversity, demonstrated leadership, and ethics and integrity, to be used in the search and recruitment of Jackson’s inaugural Board of Directors. As part of his specific mandate as the independent Chair of the Board, and partnering with external executive search professionals, Mr. Kandarian recruited the current directors who were appointed to the Board in September 2021 when Jackson became an independent public company.

Director Criteria and Nominating Process

Director Qualifications and Diversity. We believe that building a board utilizing a broad search and well-developed search criteria leads to a Board of Directors that is aligned with our business, our strong corporate governance practices, and our ESG goals. Above all else, candidates for our Board must possess the highest level of integrity and strength of character. Our Board also recognizes that the criteria and composition of what is needed for a best-in-class Board will change over time as the business and goals of the Company evolve and change. To address this, the Nominating and Governance Committee and the Board review the criteria for selection and the current Board composition annually to ensure the best candidates are nominated each year.

Our Board has identified the following skills and qualifications, among others, in considering candidates:

•

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

​

In addition, our Corporate Governance Guidelines specify that racial, ethnic and gender diversity be an integral part in selecting a balanced slate of candidates. Our commitment to ensuring a diverse Board is reflected in directors Lily Fu Claffee, Russell G. Noles, Laura Prieskorn, and Esta E. Stecher, who enhance the diversity of our Board in addition to bringing their valuable perspectives and experiences.

Director Independence. Our Board is committed to strong governance practices, including director independence. Our Corporate Governance Guidelines require that a majority of our directors be independent. Of our current Director nominees, all but Ms. Prieskorn, our CEO, are independent. To determine independence, the Nominating and Governance Committee and the Board consider the independence requirements under the New York Stock Exchange’s (“NYSE’s”) independence standards. See the Director Independence Analysis section below for more information.

Director Nominee Selection Process. The Nominating and Governance Committee has developed a process which outlines not only how the committee will approach renominating directors in the coming years, but also guided how we initially determined the appropriate combination of skills, experience, and diversity necessary to provide independent oversight of management. In evaluating potential nominees to the Board, the Nominating and Governance Committee considers the criteria and factors described above as well as the performance of the current directors. The Nominating and Governance Committee is committed to actively seeking out highly qualified women and individuals from underrepresented communities to include in the pool from which Board nominees are chosen. Additionally, the Nominating and Governance Committee has instructed its third-party search firms to ensure that diverse candidates are included in slates of potential nominees. New candidates will be screened and vetted and meet with several current members of the Board as a part of the selection process. Candidates selected for nomination by the Nominating and Governance Committee are then recommended to the Board for review, consideration, and approval as nominees in our proxy statement.

The Nominating and Governance Committee will evaluate candidates recommended by shareholders using the same criteria as for other candidates recommended by its members, other members of the Board, or other persons. Any shareholder who would like the Nominating and Governance Committee to consider a candidate for Board membership should send timely notice delivered in accordance with the requirements specified in our Second Amended and Restated By-Laws. Such notice shall include all information required to be disclosed in solicitations of proxies for election of directors, including the name and address of the proposing shareholder and of the proposed candidate, the business, professional and educational background of the proposed candidate, and a description of any agreement or relationship between the proposing shareholder and proposed candidate. Notice shall also include a written consent of the proposed candidate to be identified as a nominee and to serve as a director if elected. The communication should be sent by mail or other delivery service to the attention of the Corporate Secretary at Jackson’s headquarters. See the Questions and Answers section of this proxy statement for more information.

Jackson’s directors are to be elected for one-year terms each year at the annual meeting of shareholders. If elected in 2022, each of the Board’s nine nominees will serve until the 2023 annual meeting of shareholders. As permitted under Delaware law, plurality voting is applied to elections of directors.

Board Refreshment, Assessment, and Ongoing Education

Board Refreshment. The Board believes that a fully engaged Board is a strategic asset of the Company, and fresh viewpoints and perspectives are important for informed decision-making. At the same time, the Company believes that directors develop a deeper understanding of the Company over time, which provides significant shareholder value, and that year-over-year director continuity is beneficial to shareholders. In addition to relevant professional experience, qualifications, attributes, and skills for directors, the Board’s Corporate Governance Guidelines also identify personal characteristics that should be considered, including reputation for integrity, ethics, individual accountability, judgment, independence, diversity, and a commitment to full participation on the Board and its committees. While the Board will seek a diverse slate of candidates, final consideration of nominees will be given to candidates without regard to race, color, religion, gender, or national origin.

The Board will fill vacancies when they arise and will periodically evaluate whether its directors collectively have the right mix of experience, qualifications, attributes, skills, backgrounds, and diverse viewpoints necessary for the Board to be a good steward for the

 

Company’s shareholders. The results of these evaluations will be used to identify desirable skill sets for potential Board nominees and to screen director candidates. In planning for future Board refreshment and director succession, the Nominating and Governance Committee will consider potential director candidates, taking into consideration the factors set forth in its committee charter and the Company’s Corporate Governance Guidelines.

The Corporate Governance Guidelines provide for an initial Board size of nine directors, which number may be modified by resolution adopted from time to time by the Board. The current Board of Directors were appointed in 2021, and all have been nominated for election at the Company’s first annual meeting of shareholders. In the coming years, the Board intends to consider the optimal size Board for the Company and will refresh the Board as needed and appropriate, with an anticipated mix of tenure and diversity.

Mandatory Retirement Age. To enable Board refreshment, our Corporate Governance Guidelines state that directors may not stand for reelection or be appointed to the Board after reaching the age of 75. To ensure thoughtful succession planning rather than a mechanical retirement process, the Board may approve exceptions to this policy.

Director Orientation and Continuing Education. All directors participated in our director orientation program shortly after we became a publicly listed Company on September 13, 2021. Directors received an extensive suite of onboarding materials covering director responsibilities, corporate governance practices and policies, business strategies, leadership structure, and long-term plans. They also participated in a series of meetings with management representatives from our business and functional areas to review and discuss information about the Company’s strategic plans, financial statements, and key issues, policies, and practices. Our Board believes that director continuing education is also key to the ability of directors to fulfill their roles and supports Board members in their continuous learning. Directors are encouraged to enroll in continuing education programs at our expense on corporate governance and critical issues associated with a director’s service. Our Board received, and will continue to receive, regular reports from management on numerous subjects, including hedging, investments, capital structure, strategy, investor relations, human capital management, Diversity and Inclusion, ESG, legal and regulatory developments, technology, data privacy, and cybersecurity.

Board, Committee, and Director Evaluations. The Board recognizes that a rigorous, ongoing evaluation process is an essential component of strong corporate governance practices and promotes continuing Board effectiveness. Each year, the Board will conduct an evaluation process coordinated by the chair and each committee chair, which shall include self-evaluations of the Board and each committee, evaluating performance against responsibilities set forth in the Company’s governance documents, as well as other matters. Each committee and the Board will discuss results of the self-evaluations and will identify areas for further consideration and opportunities for improvement, with plans implemented to address any discussed matters. To ensure robust governance, the Board will continue to build and enhance the evaluation process.

Leadership Structure

The Board has strong governance structures and processes in place to ensure independence. These structures and processes, which are reflected in the Corporate Governance Guidelines and the committee charters, allow the independent directors to effectively exercise the Board’s authority in overseeing critical matters including strategy, operations, risk management, and financial reporting and results in a high level of management accountability to shareholders.

Independent Chair. The Board will regularly and carefully consider its leadership structure and currently believes that having separate individuals serving as the Chair and CEO best serves the Board’s ability to carry out its roles and responsibilities on behalf of Jackson’s shareholders. The duties performed by the independent directors, either collectively or through committees comprised solely of independent directors, include selecting, evaluating performance of, and setting compensation for the CEO.

Our Corporate Governance Guidelines also provide that if the Board chooses at any time to combine the offices of Chair and CEO, a lead independent director shall be appointed annually by the independent directors.

Responsibilities of the Independent Chair. The Chair is responsible for facilitating Board involvement in major issues and/or proposals, ensuring the Board is addressing major strategic and operational initiatives, reviewing and approving meeting agendas and information to be provided to the Board, consulting with directors, the CEO and management, and presiding over Board meetings, executive sessions of the Board and shareholder meetings. The Chair promotes and facilitates effective communication and serves as a conduit between the Board and CEO and other members of the management team. At present, the Board believes that maintaining separate roles of the

 

Chair and CEO strengthens Jackson’s corporate governance and is expected to contribute to enhanced oversight of management as it seeks to create long-term value for our shareholders.

Board Oversight

The Board recognizes the importance of ensuring that the Company’s strategy is designed to create sustainable long-term value for Jackson’s shareholders and other stakeholders. The execution of our strategy ensures Jackson achieves its objective to help Americans grow and protect their retirement savings and income to enable them to pursue financial freedom for life. Through regular meetings, the Board and its committees review and discuss with management progress related to Jackson’s core values of: Empower, Execute, Respect and Create. The Board believes that the Company’s values and culture continue to be strongly aligned with its business strategy to create value. The Board and its committees also review and discuss with management matters related to our people, including commitments and progress toward inclusive and diverse representation among our employees, employee engagement, compensation and benefits, business conduct and compliance, and executive succession planning.

The Board values and embodies our culture of ethical behavior and recognizes that integrity is essential to what we do every day, as reflected in the Board’s adoption of the Company’s Corporate Governance Guidelines and the Company’s Code of Conduct and Business Ethics. See the Governance Documents section of this proxy statement. Further, the Board’s commitment to our support of our communities and motivating others to positive change underscores the Board’s commitment to our ESG initiatives for all of our stakeholders. See the Environmental, Social, and Governance section of this proxy statement.

Selected Areas of Board Oversight

Board Oversight of Strategy. The Board maintains an active role in formulating, planning, and overseeing the implementation of Jackson’s strategy as to operational, financial, regulatory, and ESG matters.

The Board will annually review the Company’s strategic plans and the principal issues (especially financial, accounting, and risk management issues, as well as the Company’s approach to limiting ESG risks) that the Company is facing or will face in the future. During such review, the Board will work with management to develop and assess key elements of our business and financial plans, strategic initiatives, and near-term and long-term initiatives. This process involves dedicated Board sessions with our senior leadership team to review Jackson’s overall strategy, opportunities, challenges, and capabilities. The annual strategic review process also helps shape the strategic content presented in our communications with the investment community. In addition to business strategy, the Board will also review Jackson’s short-term and long-term financial plans, which serve as the basis for the annual operating and capital plans for the upcoming year. The Board evaluates progress made as well as related challenges and risks.

Board Oversight of Talent and Succession Planning. The Board recognizes the importance of ensuring continuity of Board leadership and management leadership. Recruiting, developing, promoting, and retaining top talent is a key priority for the Company. The Board has delegated primary oversight responsibility for management development and leadership succession planning to the Nominating and Governance Committee. The Nominating and Governance Committee oversees the development of appropriate succession planning with respect to the Chair of the Board, the chair of each committee of the Board, and the CEO of the Company. In addition, to promote continuity in senior management of the Company, the Nominating and Governance Committee also will provide oversight of succession planning with respect to other key executive officers. The Nominating and Governance Committee will report periodically on its activities to the full Board. The Company’s Chief Human Resources Officer will present an annual talent review to the Nominating and Governance Committee.

The Nominating and Governance Committee also oversees the Company’s talent strategy, including an annual review as to Diversity and Inclusion statistics and initiatives. To ensure the succession planning and management development process supports and enhances Jackson’s strategic objectives, the Board and the Nominating and Governance Committee will also receive reporting on the Company’s organizational needs, the leadership potential and related development plans for key managers and plans for future development and emergency situations. This engagement gives our directors meaningful insight into our current pool of talent, what attracts and retains our executives, and the Company’s culture.

Board Oversight of Risk. The Board believes that evaluating the executive team’s management of the risks confronting Jackson is one of its most important areas of oversight. This responsibility is shared with each of the committees that considers risks within its areas of responsibility and apprises the full Board of significant matters and management’s response and mitigation planning.

 

Selected Areas of Committee Oversight of Risk

Finance and Risk Committee. Our Finance and Risk Committee is responsible for, among its other duties and responsibilities, overseeing the Company’s risk function and governance of the risk framework, which outlines significant economic and non-economic risks of the Company, including cybersecurity and information technology risks. As part of the risk framework, the committee approves the establishment and ongoing monitoring of the Company’s risk profile and risk appetite. The Finance and Risk Committee receives regular reporting on the top risks facing the Company and related trends, notification of any changes in the Company’s risk profile, and escalation of risk-related matters, as appropriate.

Audit Committee. Our Audit Committee is responsible for, among its other duties and responsibilities, overseeing our accounting and financial reporting processes, audits of our financial statements, the qualifications and independence of our independent registered public audit firm, the effectiveness of our internal control over financial reporting, and the performance of our internal audit function and independent registered public audit firm. In addition, our Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical, and regulatory requirements. Our Audit Committee also is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public audit firm.

Compensation Committee. Our Compensation Committee reviews and approves all forms of compensation levels and employment agreements or arrangements with the executive officers other than the CEO and recommends for approval by the Board such

 

compensation arrangements for the CEO. In so doing, the Compensation Committee responsibilities include oversight of management’s efforts to ensure that the Company’s compensation programs do not encourage excessive or inappropriate risk‐taking.

Nominating and Governance Committee. Our Nominating and Governance Committee is responsible for, among its other duties and responsibilities, identifying and recommending candidates to our Board of Directors for election to our Board of Directors, and reviewing and recommending changes and enhancements to our Board governance. As part of its responsibilities, the Nominating and Governance Committee shall recommend, for the selection of new directors, appropriate criteria, including candidates with sufficient risk awareness and management expertise. The Nominating and Governance Committee also oversees the Company’s ESG programs and policies, and the succession planning of the CEO and certain senior executives.

Board and Committee Meetings

Frequent Board meetings are critical not only for timely decisions, but also for directors to be well informed about Jackson’s operations and challenges. The Board meets at least four times annually and additional meetings may be called as needed. Our Board was appointed effective September 13, 2021, and, during the remainder of 2021, our Board met three times. Our four committees met a total of 15 times during that same period. During each committee meeting, committee members met in closed executive session, without management present. The committees report regularly to the full Board on their activities and actions.

Attendance

Directors are expected to regularly attend Board and committee meetings, as well as our Annual Meeting of Shareholders. During 2021, each current director attended at least 75% of the Board and committee meetings on which he or she sits.

Committee Structure and Composition

The Board maintains four standing committees: Audit, Compensation, Nominating and Governance, and Finance and Risk. As required by each committee’s charter, all members of each committee are independent directors. The Nominating and Governance Committee’s recommendations regarding appointments to each committee are considered by the Board and the Board makes appointments based on the recommendations.

The current committee appointments and leadership positions as well as a brief summary of the responsibilities of each committee are set forth below. The full charters, as adopted by the Board and anticipated to be amended from time to time, of the Audit Committee, the Compensation Committee, the Finance and Risk Committee, and the Nominating and Governance Committee, are available under the Governance section of the Investor Relations section of our website at investors.jackson.com/governance.

 

 

​

(1)

All Audit Committee members are independent under applicable Securities and Exchange Commission (“SEC”) and NYSE rules and are “financially literate.” The Board has determined that Gregory Durant, the committee’s chair, qualifies as an “audit committee financial expert” under applicable SEC rules.

​

(2)

The 2021 meetings were those that have occurred since the Company became an independent public company on September 13, 2021.

​

(3)

All Compensation Committee members are independent under applicable SEC and NYSE rules and are “non-employee directors” for purposes of Section 16 of the Exchange Act, and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

​

(4)

The 2021 meetings were those that have occurred since the Company became an independent public company on September 13, 2021.

​

(5)

The 2021 meetings were those that have occurred since the Company became an independent public company on September 13, 2021.

​

(6)

The 2021 meetings were those that have occurred since the Company became an independent public company on September 13, 2021.

​

(7)

The 2021 meetings were those that have occurred since the Company became an independent public company on September 13, 2021.

​

Independent Compensation Consultant Fees

In overseeing the Company’s compensation programs, the Compensation Committee develops programs based on its own deliberations, programs and recommendations from management, and compensation and benefits consultants, including its independent compensation consultant. In preparation for the demerger, Mercer (US) Inc. (“Mercer”) worked closely with the independent Board Chair after his appointment in February 2021 and continued to work with the Compensation Committee after the demerger as its independent consultant. After a review of the factors prescribed by the SEC and the NYSE rules and regulations, the Compensation Committee determined that Mercer is independent from management. At the Compensation Committee’s direction, the independent compensation consultant attends Compensation Committee meetings, reviews and advises on all materials provided to the Compensation Committee for discussion and approval, and undertakes special projects as assigned.

The following table sets forth the fees for services rendered by Mercer (rounded to the nearest thousand) in 2021:

​

(1)

Executive and Non-employee Director Compensation Consulting Fees: Consists of fees billed for services provided to advise the Compensation Committee on executive and director compensation.

​

(2)

Other Consulting Fees: Consists of fees billed for all consulting services related to health benefits and various compensation surveys/manuals.

​

Mercer has provided other services to Jackson that are unrelated to executive or director compensation matters. The decision to engage Mercer for these other services was made by management. The Compensation Committee has been informed of this ongoing work and the use of Mercer but neither the Board nor the Compensation Committee specifically approved these services. After a review of the independence factors prescribed by the SEC and the NYSE rules and regulations, the Compensation Committee determined that Mercer did not have any conflicts of interest.

 

Governance Documents

Jackson’s key governance documents, including our Corporate Governance Guidelines, Code of Conduct and Business Ethics and each Committee charter are available to shareholders in the Governance section of the Investor Relations section of our website at investors.jackson.com/governance. Alternatively, key governance documents are available in print, free of charge, upon request to the Corporate Secretary at Jackson’s headquarters, 1 Corporate Way, Lansing, MI 48951.

Board’s Role in Shareholder Engagement

The Board believes that it is important to engage proactively with shareholders and other stakeholders to learn their perspectives and gather their input on significant issues, including Company performance and strategy, corporate governance, executive compensation, and environmental, social, and governance topics. Jackson’s Board, in conjunction with the Company’s Investor Relations team, is developing a proactive shareholder outreach program that will engage a meaningful representation of the Company’s shareholders. This engagement will enable the Board to better understand shareholder priorities and perspectives and will foster constructive dialogue. During 2021, management engaged with shareholders representing a significant number of shares held by institutional shareholders. Going forward, the Company also intends to engage with the proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis.

Communications with the Board

Jackson has established a process by which shareholders and other interested parties may communicate with the Board, its Committees, and/or individual directors on matters of interest. Such communications should be sent in writing to:

[Name(s) of Director(s)]
or
[Non-employee Directors]
or
[Board of Directors]

Jackson Financial Inc.
c/o : General Counsel and Secretary
1 Corporate Way
Lansing, Michigan 48951

Additional information concerning this process is available in the Board of Directors Communications Policy available under Governance in the Investor Relations section of our website at investors.jackson.com/governance.

Political Activity

Jackson recognizes the importance of supporting governmental officials at the local, state, and federal levels. Jackson’s Political Contributions Policy requires certain associates to pre-clear any proposed political contribution. Further, Jackson also maintains two political action committees, which allow Jackson to further its goals of supporting specific candidates. Finally, in 2021, Jackson was a member of various industry trade associations which engage legislators and regulators, including the American Council of Life Insurers, the Insured Retirement Institute, and the Alliance for Lifetime Income.

Code of Conduct and Business Ethics / Code of Financial Ethics

The Company’s Code of Conduct and Business Ethics (“Code of Conduct”) applies to the Board of Directors and all officers and associates of the Company and its subsidiaries. The Company provides training on the Code of Conduct to all directors, officers, and associates, who also certify their understanding and compliance with the Code of Conduct. In addition, the Company has a Code of Financial Ethics (“Code of Financial Ethics”), which supplements the Code of Conduct and applies to the Company’s CEO, the CFO, and certain other senior financial officers. The Code of Financial Ethics incorporates the SEC’s regulatory requirements applicable to the Company’s CEO, CFO, and Chief Accounting Officer or Controller. The CEO, CFO, and senior financial officers certify their understanding

 

and compliance with the Code of Financial Ethics. Both the Code of Conduct and the Code of Financial Ethics encourage a “speak up” culture to identify and remediate any issues early.

Director Independence Analysis

Our Board has made its first annual assessment of the independence of our directors under the NYSE’s independence standards. Those standards are generally aimed at determining whether a director has a relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out their responsibilities as a director.

Our Board has determined that all directors other than Ms. Prieskorn are independent under the NYSE independence standards. As a part of its determination, the Board reviewed certain commercial relationships of Messrs. Kandarian and Lawton, and Ms. Stecher described in the paragraphs below. In each case, the Board affirmatively determined that these relationships did not preclude a finding of independence under the NYSE standards or represent a material relationship that would impair the applicable directors’ independence.

Mr. Kandarian is a member of the Board of Directors for Neuberger Berman Group LLC, a private, independent, employee-owned investment manager. In the usual course of our subsidiary’s investment advisory business, we obtain sub-advisory services from Neuberger Berman Investment Advisers LLC and made payments to Neuberger resulting in less than 0.1% of Neuberger’s gross annual revenue in 2021, which are considered immaterial under NYSE’s independence guidelines.

Mr. Lawton serves on the Board of Trustees for BlackRock iShares Trust, a collection of exchange-traded funds managed by BlackRock Fund Advisors. In the usual course of our subsidiary’s investment advisory business, we obtain sub-advisory services from BlackRock and made payments to BlackRock resulting in less than 0.6% of BlackRock’s gross annual revenue in 2021, which are considered immaterial under NYSE’s independence guidelines.

Ms. Stecher is a director of several banking subsidiaries of Goldman Sachs, including chair of the Board of Directors of Goldman Sachs Bank USA, and is a former partner at Goldman Sachs. In the usual course of our subsidiary’s investment advisory business, we obtain sub-advisory services from Goldman Sachs Asset Management. Also, Goldman Sachs Bank USA is one of several lending parties to our revolving credit and term loan facilities. We made payments to Goldman entities resulting in less than 0.02% of Goldman’s gross annual revenue in 2021, which are considered immaterial under NYSE’s independence guidelines.

Certain Relationships and Related Persons Transactions

Related Persons Transaction Policy. The Board has adopted a written policy for approval of transactions between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners of Jackson stock and each of their respective immediate family members, where the amount involved exceeds or is expected to exceed $120,000 in a single fiscal year. The policy provides that the Audit Committee review transactions subject to the policy and determine whether to approve or ratify those transactions. Certain transactions are deemed pre-approved pursuant to standing pre-approval guidelines established by the Audit Committee. In addition, the Audit Committee has delegated authority to its chair to pre-approve or ratify transactions in certain circumstances. A description of any transactions pre-approved or ratified by the chair are provided to the Audit Committee.

In reviewing transactions subject to the policy, the Audit Committee or the chair of the Audit Committee must consider, among other things, the following factors:

•

The nature and extent of the related person’s interest in the transaction;

​

•

The approximate dollar value of the transaction;

​

•

The approximate dollar value of the related person’s interest in the transaction;

​

•

Whether the transaction was undertaken in the ordinary course of the Company’s business;

​

•

The availability of other sources for the products or services;

​

•

The material terms of the transaction, including whether the related person is being treated differently than an unrelated third-party would be treated;

​

•

Whether the transaction would impair the independence of a non-employee director;

​

•

Required public disclosure, if any; and

​

•

Any other information that would be material to the Audit Committee exercising its business judgment, in light of the circumstances of the particular transaction

​

 

Transactions with Related Persons.

Our Directors and Executive Officers.

Several of the Company’s directors and executive officers serve or served as directors or executive officers of other organizations, including organizations with which Jackson has commercial or charitable relationships. The Company does not believe that any director or executive officer had a direct or indirect material interest in any such relationships during 2021 and through the date of this proxy statement.

Prudential. While the Company ceased to be a subsidiary of Prudential as of September 13, 2021, Prudential remains a substantial shareholder. In connection with the Prudential demerger transaction, the Company entered into a number of agreements with Prudential.

Rights Agreement. We entered into a Registration Rights Agreement with Prudential and another significant shareholder, Athene (as defined below), in connection with the demerger. The Registration Rights Agreement provides Prudential, Athene, and permitted transferees certain registration rights relating to shares of Class A Common Stock beneficially owned by Prudential whereby, at any time following the completion of the demerger, Prudential and permitted transferees may require us to register under the Securities Act of 1933, as amended, all or any portion of these shares, subject to certain limitations.

Investment Management. Although fully separated from Prudential, the Company, through its subsidiary, PPM, continues to provide investment management services to various Prudential-affiliated entities. PPM is paid management fees in accordance with the fee schedules set forth in the various agreements. The management fees vary depending on the nature of the investment strategy and the services PPM provides. For the years ended December 31, 2021, 2020, and 2019, payments under these investment management arrangements from Prudential affiliates totaled $40.7 million, $39.6 million, and $35.3 million, respectively. The Company recognized $28 million, $37 million, and $69 million of revenue during the years ended December 31, 2021, 2020 and 2019, associated with these investment services. This revenue is included in fee income in the accompanying consolidated income statements.

Letter Agreement. We entered into a Letter Agreement with Prudential and Athene in connection with the demerger, as described in more detail below.

Share Repurchase Agreement. To facilitate Prudential’s regulatory requirements to dispose of a certain percentage of its holdings in the Company, we entered into a private share repurchase agreement with Prudential in 2021. On December 13, 2021, the Company repurchased 2,242,516 shares of the Company’s Class A Common Stock from Prudential for an aggregate consideration of  $82,995,517.16, or $37.01 per share, pursuant to the provisions of a share repurchase agreement dated as of December 11, 2021. The purchase price represented a 5% discount from the December 10, 2021 closing price of the Class A Common Stock on the NYSE.

Athene.

Reinsurance Agreement. On June 18, 2020, Jackson Financial Inc.’s subsidiary, Jackson National Life, announced that it had entered into a funds withheld coinsurance agreement (the “Athene Reinsurance Agreement”) with Athene Life Re Ltd. (“Athene”) effective June 1, 2020, to reinsure on 100% quota share basis, a block of Jackson’s in-force fixed and fixed index annuity product liabilities in exchange for $1.2 billion in ceding commissions (the “Athene Reinsurance Transaction”). Upon closing of the transaction, Jackson placed investments with a statutory book value of  $25.6 billion, in support of reserves associated with the transaction, into a segregated funds withheld account. The investments are subject to an investment management agreement between Jackson and Apollo Insurance Solutions Group LP (“Apollo”), an Athene affiliate. Further, the investments in the segregated account are not available to settle any policyholder obligations other than those specifically covered by the coinsurance agreement and are not available to settle obligations to general creditors of Jackson. To further support its obligations under the coinsurance agreement, Athene procured $1.2 billion in letters of credit for Jackson’s benefit and established a trust account for Jackson’s benefit, which had a book value of approximately $313 million at December 31, 2021. In September 2020, the post-closing settlement resulted in ceded premium of  $6 million and a decrease of  $29 million in ceding commission.

Stockholder Agreement. On July 17, 2020, we entered into a stockholder agreement with Athene governing the relationship between the Company and Athene, including matters related to corporate governance, terms and conditions regarding the

 

ownership of common stock of the Company, including restrictions on the transfer of common stock owned by Athene, and certain consent and information rights. Pursuant to the stockholder agreement, so long as Athene owns at least 8% of the outstanding common stock of the Company, it will have the right to designate one individual to attend in person or join telephonically all meetings of the Board of Directors, the Audit Committee and the Finance and Risk Committee in a non-voting, observer capacity. Athene’s board observer right and provisions regarding transfer of common stock (including transfer restrictions and any right of first refusal, tag-along right or drag-along right), and all consent and information rights of Athene automatically terminated upon the consummation of the demerger on September 13, 2021.

Registration Rights Agreement. As stated above, we entered into a Registration Rights Agreement with Prudential and Athene in connection with the demerger. The Registration Rights Agreement provides Athene certain registration rights relating to shares of our common stock held by Athene whereby, at any time following the expiration of the lock-up period, Athene and its permitted transferees may require us to register under the Securities Act of 1933, as amended, all or any portion of these shares, a so-called “demand registration,” subject to certain limitations. Athene’s lock-up period will end on the earlier of  (x) the first anniversary of the completion date of the demerger, and (y) the 90th day following the completion date of the first SEC-registered secondary offering by Prudential. We will not be obligated to effect more than one demand registration in any 90-day period. Athene also has “piggyback” registration rights, such that Athene and its permitted transferees may include their respective shares in any future registrations of our equity securities whenever we propose to register any of our equity securities for our own account.

The Registration Rights Agreement also sets forth customary registration procedures, including an agreement to make management reasonably available to participate in road show presentations in connection with any underwritten offerings. We also agreed to indemnify Athene and its permitted transferees with respect to liabilities resulting from untrue statements or omissions of material facts in any registration statement used in any such registration or any violation by us of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to us, other than untrue statements or omissions resulting from information furnished to us for use in a registration statement by Athene or any permitted transferee. Athene also agreed, following completion of the demerger and until Athene and its affiliates hold less than 10% of the Company’s outstanding common stock, not to acquire any shares of our common stock or seek to control or influence the management or policies of the Company.

Letter Agreement. We entered into a Letter Agreement with Prudential and Athene in connection with the demerger pursuant to which, Athene (i) has the right to participate in private sales by Prudential of our Class A Common Stock, (ii) agreed to consent to the existing second amendment and restatement of our Certificate of Incorporation and our entry into the Demerger Agreement and the Registration Rights Agreement in connection with the demerger, (iii) will have consent rights over certain matters pursuant to the Demerger Agreement and (iv) will, in Prudential’s good faith discretion, have the right to participate in demand registrations requested by Prudential pursuant to the Registration Rights Agreement.

Share Repurchase Agreement. Apollo Global Management, Inc. (“Apollo”) is now also a substantial shareholder, as a result of the January 2022 merger with Athene Holding Ltd., an affiliate of Athene Co-invest Reinsurance 1A Ltd (“Athene”), which became a substantial shareholder of the Company prior to its demerger from Prudential. The Company entered into private share repurchase agreements with Athene in 2021 and 2022. On December 13, 2021, the Company repurchased 1,134,767 shares of the Company’s Class A Common Stock from Athene for an aggregate consideration of  $41,997,726.67, or $37.01 per share, pursuant to the provisions of a share repurchase agreement dated as of December 11, 2021. The purchase price represented a 5% discount from the December 10, 2021, closing price of the Class A Common Stock on the NYSE. On March 14, 2022, the Company repurchased 750,000 shares of the Company’s Class A Common Stock from Athene for an aggregate consideration of  $28,417,500, or $37.89 per share, pursuant to the provisions of a share repurchase agreement dated as of March 12, 2022. The purchase price was calculated using the average closing share price on the NYSE of the Class A Common Stock for the six-day trading period ending on and including March 10, 2022, less a 2% discount.

Ordinary Course Transactions with Other Related Parties.

From time to time, we engage in ordinary course transactions with entities or affiliates of entities that are the beneficial owner of more than 5% of our outstanding common stock. For example, we invest general account assets in a variety of Apollo, Vanguard and Fidelity mutual funds, ETFs, private placements, and private equities. In addition, we have certain funds withheld assets managed under an investment management agreement with Apollo. We also engage Fidelity to serve as a sub-adviser for certain separate account assets of our insurance subsidiary and as the record-keeper on our associate retirement, deferred income, and health

 

savings account plans. These ordinary course transactions with our more than 5% holders and their affiliates were arms-length transactions entered into in the ordinary course of business, with management and other fees based on the prevailing rates for non-related persons.

Hedging and Pledging Prohibition

Collectively, our Insider Trading Policy and Restricted Persons Policy prohibit all directors and executive officers from engaging in hedging or similar transactions with respect to the Company’s securities. These policies also prohibit directors and executive officers from pledging Company securities. No directors or executive officers have hedged or pledged any of the shares beneficially owned by them.

 

The following table sets forth information concerning any person known to Jackson to beneficially own more than 5% of Jackson’s common stock, as of December 31, 2021, except as otherwise noted below. The information in the table and the related notes are based on statements filed by the respective beneficial owners with the SEC pursuant to Sections 13(d) and 13(g) under the Securities Exchange Act of 1934, as amended.

​

(1)

Unless otherwise indicated, percentages calculated are based upon Jackson Class A Common Stock outstanding as set forth in the statements on Schedule 13G or 13G/A filed by the respective beneficial owners with the SEC.

​

(2)

As of the Company’s demerger in September 2021, 1,364,484 shares of Class B Common Stock (the “Class B Shares”) were issued to Athene Co-Invest Reinsurance Affiliate 1A Ltd. (“ACRA 1A”), a subsidiary of Athene. The Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate”) provides for the automatic conversion of the Class B Shares into shares of Class A Common Stock of the Company when Athene ceases to be a 9.9% shareholder. As of February 1, 2022, all Class B Shares converted into shares of Class A Common Stock. As a result, there are no longer Class B Shares issued and outstanding. The Certificate provides that following the automatic conversion, the Class B Shares may not be reissued and must be retired and cancelled. The Company must take such appropriate action as necessary to reduce the authorized number of shares of Class B Common Stock by the number of shares converted. The Board intends to take such action in June 2022.

​

(3)

On June 18, 2020, the Company’s subsidiary, Jackson entered into a funds withheld coinsurance agreement with Athene effective June 1, 2020, to reinsure on a 100% quota share basis, a block of Jackson’s in-force fixed and fixed-index annuity products’ liabilities in exchange for a $1.2 billion ceding commission. In addition, Jackson entered into an investment agreement with Athene, pursuant to which Athene invested $500.0 million of capital into the Company in return for a 9.9% voting interest corresponding to a 11.1% economic interest in the Company. The investment was completed on July 17, 2020. See the Related Party Transactions section in this proxy statement.

​

 

As of December 31, 2021, based on information provided in a Schedule 13G filed on February 14, 2022, each of  (i) Athene Co-Invest Reinsurance Affiliate 1A Ltd. (“ACRA 1A”), (ii) Apollo Insurance Solutions Group LP (“AISG”), (iii) AISG GP Ltd. (“AISG GP”), (iv) Apollo Life Asset, L.P. (“Apollo Life”), (v) Apollo Life Asset GP, LLC (“Apollo Life GP”), (vi) Apollo Capital Management, L.P. (“Capital Management”), (vii) Apollo Capital Management GP, LLC (“Capital Management GP”), (viii) Apollo Management Holdings, L.P. (“Management Holdings”), and (ix) Apollo Management Holdings GP, LLC (“Management Holdings GP”), collectively referred to as the ”Reporting Persons,” has (y) shared voting power and (z) shared dispositive power with respect all 8,722,409 shares. ACRA 1A, an insurance company, investment adviser, and a parent holding company or control person, holds the securities of Jackson. AISG is the investment adviser of ACRA 1A. AISG GP is the general partner of AISG. Apollo Life is the general partner of AISG GP, and Apollo Life GP is the general partner of Apollo Life. Capital Management is the sole member of Apollo Life GP. The general partner of Capital Management is Capital Management GP. Management Holdings is the sole member and manager of Capital Management GP, and Management Holdings GP is the general partner of Management Holdings.

The Reporting Persons’ aggregate percentage beneficial ownership of the total amount of common stock outstanding is based on 88,046,833 shares of common stock outstanding as of December 31, 2021, as reported in Jackson’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 27, 2022. AISG, AISG GP, Apollo Life, Apollo Life GP, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP, each disclaim beneficial ownership of all common stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Schedule 13G certifies that the securities were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

(4)

Based on information provided in a Schedule 13G/A filed on February 1, 2022, Mr. Dan Hagan has sole voting power and sole dispositive power with respect to all 8,700,000 shares. The shares of common stock beneficially owned by Mr. Hagan include, in addition to shares owned directly by Mr. Hagan, 3,500,000 shares held in a charitable trust for which Mr. Hagan is the sole trustee. The percentage ownership information is calculated based upon 88,046,833 shares of Jackson’s common stock issued and outstanding as of December 31, 2021, as reported in Jackson’s Form S-3 filed with the Securities and Exchange Commission on January 27, 2022. The Schedule 13G/A certifies that the securities were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

​

(5)

Based on information provided in a Schedule 13G filed on February 8, 2022, FMR LLC, a parent holding company, of which Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer, has the sole power to vote or direct the vote of 524,682 shares and the sole power to dispose or to direct the disposition of 5,757,009 shares. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Company’s Class A Common Stock. No one other person’s interest in the Company’s Class A Common Stock is more than 5% percent of the total outstanding Class A Common Stock. The Schedule 13G certifies that the securities were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Jackson and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

​

(6)

On August 6, 2021, the registration on Form 10 of the Company’s Class A Common Stock, par value $0.01 per share, became effective under the Securities Exchange Act of 1934, as amended. Prior to September 13, 2021, the Company was a majority-owned subsidiary of Prudential, London, England, and was the holding company for Prudential’s U.S. operations. On September 13, 2021, the Company demerged from Prudential and since then, is a fully independent U.S. public company. Post-demerger, Prudential retained a 19.9 percent non-controlling interest in the Company. See the Related Party Transactions section in this proxy statement.

​

Based on information provided in a Schedule 13G filed on February 11, 2022, Prudential has sole voting power and sole dispositive power with respect to all 16,335,443 shares (excluding certain shares), and as of December 31, 2021, beneficially owns 18.6%. Prudential is a public limited company incorporated and registered in England and Wales. The percentage ownership information is calculated based upon 88,046,833 shares of Jackson’s common stock issued and outstanding as of December 31, 2021, as reported in Jackson’s Form S-3 filed with the Securities and Exchange Commission on January 27, 2022. The Schedule 13G certifies that the information is true, complete, and correct.

(7)

Based on information provided in a Schedule 13G filed on February 14, 2022, (1) Sessa Capital (Master), L.P., (2) Sessa Capital Special Opportunity Fund II, L.P., (3) Sessa Capital GP, LLC, (4) Sessa Capital IM, L.P., (5) Sessa Capital IM GP, LLC, and (6) Mr. John Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital (Master), L.P., and Sessa Capital Special Opportunity Fund II, L.P., and as manager of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P. Sessa Capital (Master), L.P. is a Cayman Islands exempted limited partnership. Sessa Capital GP, LLC and Sessa Capital IM GP, LLC are limited liability companies. Sessa Capital Special Opportunity Fund II, L.P. and Sessa Capital IM, L.P. are Delaware limited partnerships. Mr. Petry is a citizen of the United States.

​

Sessa Capital (Master), L.P. directly beneficially owns 3,311,238 shares. Sessa Capital Special Opportunity Fund II, L.P. directly beneficially owns 1,447,800 shares. Sessa Capital (Master), L.P. and Sessa Capital Special Opportunity Fund II, L.P. (collectively, the “Funds”) together beneficially own 4,759,038 shares. Sessa Capital GP, LLC is the general partner of the Funds and, as a result, may be deemed to beneficially own shares owned by the Funds. Sessa Capital IM, L.P. is the investment manager of the Funds and, as a result, may be deemed to beneficially own shares owned by the Funds. Sessa Capital IM GP, LLC is the general partner of Sessa Capital IM, L.P. and, as a result, may be deemed to beneficially own shares beneficially owned by Sessa Capital IM, L.P. Mr. Petry is the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC and, as a result, may be deemed to beneficially own shares owned by the Funds. The percentage ownership information, 5.4%, is calculated based on 88,046,833 shares of common stock outstanding as of December 31, 2021, according to the Issuer’s Form S-3, which was filed with the Securities and Exchange Commission on January 27, 2022.

Sessa Capital (Master), L.P. may be deemed to have the sole power to vote or direct the vote of 3,311,238 shares, and Sessa Capital Special Opportunity Fund II, L.P. may be deemed to have the sole power to vote or direct the vote of 1,447,800 shares. Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, and Mr. Petry may be deemed to have the sole power to vote or direct the vote of 4,759,038 shares.

 

(8)

Based on information provided in a Schedule 13G filed on February 9, 2022, The Vanguard Group has shared voting power with respect to 14,778 shares, sole dispositive power with respect to 7,881,887 shares, and shared dispositive power with respect to 54,363 shares. The Vanguard Group, Inc.’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. Although the aggregate amount beneficially owned by each reporting person is 7,936,250, no one other person’s interest in the securities reported herein is more than 5%. The Schedule 13G certifies that the securities were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

​

The table below shows the ownership of Jackson common stock by each director nominee, each of our NEOs, and all director nominees and all executive officers as a group, as of April 6, 2022, except as otherwise noted below. Additional details on the outstanding equity awards held by non-employee directors are included in the Non-Employee Director Compensation section below. Further, additional details on each NEO’s outstanding equity awards are included in the Compensation Discussion and Analysis section and related executive compensation tables below.

Beneficial ownership is broadly defined by the SEC. In general, a person beneficially owns securities if the person, alone or with another, has voting power or investment power (the power to sell) over the securities. Being able to acquire either voting or investment power within 60 days, such as by exercising stock options, also results in beneficial ownership of securities. Unless otherwise indicated in the footnotes following the table, each of the named persons had sole voting and investment power with respect to the indicated number of Jackson shares.

​

(1)

In computing the percentage of shares owned by each person and by the group, these shares were added to the total number of outstanding shares for the separate calculations.

​

 

(2)

Represents the number of unvested restricted stock units (“RSUs”) credited to the accounts of non-employee directors, Named Executive Officers, and executive officers. Each stock unit is intended to be the economic equivalent of a share of Jackson Class A Common Stock. These stock units are excluded from the computations of percentages of shares owned because they have not vested and do not provide voting rights.

​

(3)

An asterisk (*) indicates less than 1%.

​

(4)

Mr. Kirkland owns 6,500 shares indirectly through The Kirkland Family Trust DTD 3/26/10, where Mr. Kirkland and his spouse are grantors, beneficiaries, and trustees. These shares were purchased in the open market on December 14, 2021.

​

(5)

Mr. Myers owns the following shares indirectly: (1) 25 shares purchased on November 12, 2021, through a uniform transfer to minor’s account where the shares are held in a Custodian Account for Mr. Myers’s son where Mr. Myers is the custodian, and (2) 400 shares purchased on November 12, 2021, held in a Traditional Individual Retirement Account in his spouse’s name only.

​

(6)

Mr. Falcon, Former Chair of the Board, Chief Executive Officer and President, ceased employment with the Company on February 10, 2021.

​

(7)

Mr. André, Former Executive Vice President and Chief Financial Officer, ceased employment with the Company on February 10, 2021.

​

(8)

Mr. Bowden, Former Executive Vice President and General Counsel, ceased employment with the Company on February 10, 2021.

​

(9)

Mr. Mandich, Former President and Chief Executive Officer of PPM, ceased employment with the Company on May 1, 2021.

​

 

Environmental, Social, and Governance

Jackson is committed to being a responsible corporate citizen and strives to integrate ESG principles into its daily operations. Jackson’s strategy includes a balanced, long-term approach to serving all our stakeholders, including customers, advisors, distribution partners, associates, the communities where we work, regulators, and shareholders. The Company will continue to evolve its ESG program in a manner that is beneficial to the Company and its investors. Currently, the Company reports with reference to the SASB standards to bring industry-specific consistency to our sustainability disclosure. We are reporting to the financials sector standards most closely aligned with our insurance business.

The Nominating and Governance Committee provides direct oversight of our ESG program, including Diversity and Inclusion initiatives. Our Chief Operating Officer leads our efforts with a multidisciplinary ESG Working Group, which includes senior leaders across the organization. The key objectives of the ESG Working Group include ensuring shared stakeholder commitment to our ESG standards and incorporation of these standards into our daily operations and long-term business strategy.

The Company will report with reference to the SASB standards to bring industry-specific consistency to our sustainability disclosure. We are reporting to the financials sector standards most closely aligned with our insurance business. SASB data will be disclosed in our 2021 ESG Report, which we intend to publish in 2022.

We also will report to the Michigan Department of Insurance and Financial Services and the New York State Department of Financial Services standards and other financial services standards most closely aligned with our insurance business. Jackson continues to evolve its ESG program in a manner that is beneficial to the Company and its investors.

The Company’s ESG webpage can be found at jackson.com/the-jackson-difference/environmental-social-governance. The information on the ESG website is not incorporated by reference in, and does not form a part of, this proxy statement or any other SEC filing. As noted, the Company intends to publish its 2021 ESG Report in 2022.

 

Sustainability & Climate Change

Jackson incorporates sustainability practices across the business, improving efficiency, practicing best-in-class facilities construction and maintenance, and measuring and mitigating climate-related risk. We are taking thoughtful steps to reduce our carbon footprint, consume energy more efficiently, and use natural resources in innovative and impactful ways, which result in reduced GHG emissions.

Our strong commitment to implementing long‐term strategies that reduce our climate impact are demonstrated through activities like our on-site solar farm, recycling and waste diversion, and buildings with ENERGY STAR® certifications. In addition, our investment advisory subsidiary, PPM considers climate change and transition risk as part of our practices to invest Jackson’s General Account assets responsibly and JNAM evaluates external managers’ commitment to ESG principles.

Valuing the People We Employ

Our strength lies in the people we employ and communities we serve. Jackson’s workplace culture is designed to offer significant career opportunities, competitive merit-based compensation, inclusive practices, world-class facilities, and the ability to work for a purpose-driven organization. We believe our collaborative and inclusive culture is one of our greatest strengths and is a significant factor in our ability to continue to be an industry leader. As of December 31, 2021, within Jackson’s workforce, approximately 47.5% of our associates were women and approximately 16.9% of our associates were racially and ethnically diverse.

Our Diversity and Inclusion Advisory Council (“Advisory Council”), sponsored by the Chief Human Resources Officer and Chief Operating Officer, assists the Company in identifying opportunities for advancing our diverse and inclusive work environment. The Advisory Council developed a framework and strategy, which includes awareness training, a targeted recruitment strategy, and a charter for establishing Business Resource Associate Groups (“BRAGS”), Jackson’s employee-led resource groups. We recognize the diversity of our associates’ backgrounds and cultures through voluntary, associate-led BRAGS. Supported by executive leadership and aligned with our mission and core values, our nine BRAGs provide opportunities to empower all associates to share their unique and diverse talents and experiences with each other.

Valuing The Communities We Serve

We demonstrate our commitment to corporate social responsibility locally through our corporate giving programs and nationally via Jackson Charitable Foundation. We believe these community partnerships create shared value — we benefit from stronger associates, infrastructure, and opportunities in the places where we live and work; and our communities benefit from our donations and the commitment of our associates to giving back. The Company’s philanthropic efforts are multiplied by the generous giving of our associates through both local and national-level corporate giving programs.

The Company integrates ESG initiatives into its strategy and daily operations at each level of its business. This begins with direct ESG oversight by the Nominating and Governance Committee, which reviews the Company’s ESG programs and reporting, including environmental and sustainability, social responsibility to its communities, governance, the Company’s culture, talent strategy, and Diversity and Inclusion. The Compensation Committee oversees the Company’s programs and policies for human capital management and supports the Nominating and Governance Committee in its oversight of the Company’s programs and policies with respect to associate engagement and leadership effectiveness. In addition, both the Nominating and Governance and Compensation Committees play a role in ESG oversight. We believe this strong focus on governance supports the sustainability of our business.

Security for Customers

Jackson is devoted to upholding the highest standards of governance policies and practices, information security, and risk management. Our Chief Information Security Officer (CISO) is a member of the senior leadership team and provides regular updates to the Board on cyber threats facing the organization, as well as the progress of our ongoing security program. The CISO also holds in-depth, dedicated

 

sessions with the Finance and Risk Committee scrutinizing cyber risks facing the Company. All members of staff, including temporary staff, are mandated to complete information security awareness training at least annually. Our Information Security Policy is continually updated to meet a variety of industry standards, including ISO27002, the NIST Cyber Security Framework and all state insurance regulatory requirements including the New York State Department of Financial Services Cybersecurity Regulation.

Investing Responsibly

We recognize the indirect impact our investment portfolio can have on the environment and society. Our investment advisory teams at PPM and JNAM ensure ESG factors are integrated into our investment processes and partnerships to align with our shared values across the Company. PPM is a signatory to the UN-supported Principles for Responsible Investment, which ensures ESG factors are considered when investing. JNAM oversees external managers on our variable annuity platform, performing a robust due diligence process that includes questions relating to ESG philosophy and processes.

 

Non-Employee Director Compensation

The directors’ annual compensation program, which was approved by the Jackson Board effective as of September 13, 2021, consists of a cash component and an equity component. In addition to the base annual compensation, certain directors will receive additional annual cash retainers for serving as chair of a committee of the Board. The below table summarizes the total directors’ annual compensation:

In 2021, prior to the demerger, the independent Chair worked with Mercer to determine reasonable compensation for directors in a new U.S. public company. The information supplied by Mercer provided a general understanding of current market compensation and practices for directors. Based on this review, the Company’s Nominating and Governance Committee recommended compensation packages for our directors, and this recommendation was approved by the Board. Mercer further advised that the 2021 non-employee Director compensation package for Jackson approximates median market practice.

The mix of cash and equity as components of the directors’ base annual compensation is reflected below:

The Company compensates directors based on a Board-service year beginning June 1 and continuing through May 31 of the following calendar year (which timing is generally consistent with the annual service of a director elected at an annual meeting of shareholders).

As described above, each director is entitled to receive an annual cash retainer, an annual equity retainer, and, in the case of committee chairs, an additional cash retainer. Directors may choose to receive an equity award in lieu of his or her cash retainers, the target value of which is equal to the cash retainer payment that would otherwise have been made to such director for the Board-service year. The annual equity retainer and equity elected in lieu of the cash retainer payment are delivered in the form of restricted stock units (“RSUs”) or, at the election of a director, in the form of restricted shares (“RS”).

In fiscal year 2021, all non-employee directors, other than the Chair, received a pro-rated annual equity retainer with an intended value of  $107,260 to account for the percentage of the Board-service year (June 1, 2021 through May 31, 2022) that the non-employee directors served based on their September 13, 2021 appointment date. This value was divided by $26.66, the average closing

 

price of the first 10 days of  “regular way” trading of the Company’s common stock (a methodology consistent with the calculation used for determining equity awards for equity-eligible employees), rounded down to the nearest whole share or share unit. Each director received RS and/or RSUs, as applicable, representing 4,023 shares of the Company’s common stock. These annual equity retainers will vest on the first anniversary of the grant date, subject to the director’s continued service on the Board through such date.

If a director elected to receive equity in lieu of his or her annual cash retainer and committee chair retainer (as applicable), such equity grant will generally vest in quarterly installments after the grant date, consistent with the frequency of the quarterly payment of the annual cash retainer. All RSUs will settle in the Company’s common stock on a one-for-one basis upon the director’s departure from the Board and the RS will continue to be restricted until the director’s departure from the Board.

Ms. Prieskorn, who is an employee of Jackson, does not receive compensation for serving as a director.

In early 2021, prior to Jackson becoming an independent public company, our former parent company, Prudential determined that the appointment of an experienced industry leader as our Board Chair would ensure a successful transition to being a standalone public company. Prudential expected that the Board Chair would work with a new Jackson management team as a result of Prudential’s management changes in the first quarter 2021, oversee the Company’s efforts to develop and evolve the governance structure for a stand-alone public company, lead search efforts to identify qualified candidates for membership on the Jackson public company Board, and lead the new public company Board and Jackson’s new management through the transition challenges of becoming an independent public company. The search for the Board Chair culminated in Steven A. Kandarian’s appointment as Chair of the Board of Directors, effective February 1, 2021. To compensate and ensure sufficient alignment of interests, Prudential initially approved a compensation package for Mr. Kandarian of  $1,000,000 to be delivered in a combination of cash and equity. In May of 2021, Prudential adjusted the Board Chair compensation package to $600,000, of which 55% would be provided in equity and the remainder in cash, which compensation is within the market competitive range for this position.

To reward the substantial contributions related to our demerger from Prudential and establish a strong foundation for Jackson as an independent public company, each non-employee director also received a one-time founders award in 2021 with a grant date of October 4, 2021. The Board Chair received an RSU award with an intended value of  $1,200,000 as of the grant date, which vests ratably over three years. All other non-employee directors received an equity award (comprised of RSUs or RS) equal to their annual equity grant and with an intended value of  $150,000 as of the grant date, which vests ratably over two years. The value of the founders award granted to the Board Chair was designed, in part, to compensate the Board Chair for the overall reduction in the Board Chair’s annual pay package in May 2021, which adjustment better aligned the Board Chair annual compensation with market practices, while still recognizing the Board Chair’s substantial contributions to the Company’s board recruiting and governance in anticipation of the demerger.

The Company compensates non-employee directors based on a Board-service year beginning June 1 and continuing through May 31 of the following calendar year. In accordance with SEC rules, the table below summarizes each non-employee director’s annual compensation for the fiscal year ended December 31, 2021. The amounts reported below are impacted by the timing of certain director compensation payments primarily because the full grant date fair value of equity awards granted to directors in lieu of the annual cash retainer for the Board-service year are reported, whereas only the portion of the annual cash retainer earned during the fiscal year is reported for those receiving the cash retainer.

 

​

(1)

For Messrs. Durant, Kandarian and Lawton, this column includes annual cash retainer fees and chair fees (if applicable) for service through December 31, 2021. For Mses. Claffee and Stecher, and Messrs. Kirkland, Lippert and Noles, this column includes annual cash retainer fees and chair fees (if applicable) for the period of September 13, 2021, through September 30, 2021, and the value of RSUs and/or restricted shares (“RS”) for the period of October 1, 2021, through May 31, 2022, as they elected to receive equity in lieu of the cash retainer and chair fees (if applicable) for that period. For those who elected to receive equity in lieu of cash, the grant date fair values of their awards were $82,531 for the annual cash retainer and $23,135 and $16,505 for the committee chair fees for Mr. Noles and Ms. Stecher, respectively.

​

(2)

Non-employee directors, other than Mr. Kandarian, received an annual equity award (comprised of RSUs or RSUs and restricted shares) with a grant date fair value of  $106,247 on October 4, 2021 (reflecting a pro-rated amount to compensate for Board service from September 13, 2021 through May 31, 2022).

​

Mr. Kandarian, who was appointed as Chair of the Board on February 1, 2021, received an annual equity award of RSUs with a grant date fair value of  $326,903 on October 4, 2021. This grant was made to compensate for Board service as a director from June 1, 2021, to May 31, 2022.

All fair values were computed using the share price at the date of grant, in accordance with the Financial Accounting Standards Board Accounting Standards Codification “Compensation — Stock Compensation.” Refer to Footnote 16 to the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K, for additional information on the Company’s Incentive Plan.

In addition, each non-employee director also received a founders award, with a grant date fair value of  $148,583 on October 4, 2021, except for Mr. Kandarian, who received a founders award on October 4, 2021, with a grant date fair value of  $1,188,741.

(3)

In addition, Mr. Kandarian received a grant of 4,180 RSUs on January 31, 2022, for service from February 1, 2021, to May 31, 2021. Due to an administrative error these RSUs were not granted as intended when the other equity awards to non-employee directors were granted on October 4, 2021. Since this grant was made in 2022, the dollar value will be reported in the director compensation table in the 2023 proxy statement.

​

(4)

The following chart sets forth unvested RSUs and restricted stock awards held by each director as of December 31, 2021:

​

 

​

(A)

The amounts in these columns represent the number of outstanding restricted shares/share units, including dividend equivalents credited during the vesting period.

​

(B)

The values in these columns have been calculated by multiplying the number of restricted shares/share units outstanding as of December 31, 2021 by $41.83, the closing price of Company shares on December 31, 2021.

​

(C)

The amounts in these rows reflect the equity that was awarded in lieu of the annual cash retainer and chair fees (if applicable). This award was granted on October 4, 2021. The vesting schedule of this award aligns with the payment of the cash retainers which have payment dates of December 31, 2021, March 31, 2022, and May 31, 2022.

​

(D)

The amounts in these rows reflect the annual equity retainer that was granted on October 4, 2021. This award will vest on October 4, 2022.

​

(E)

The amounts in these rows reflect the equity which was granted on October 4, 2021. For all directors except for Mr. Kandarian, these will vest in equal tranches on October 4, 2022 and October 4, 2023. Mr. Kandarian’s award will vest in three equal tranches on October 4, 2022, October 4, 2023, and October 4, 2024.

​

 

Stock ownership guidelines applicable to non-employee directors were established following the demerger in 2021. These guidelines provide that within five years after appointment or election, a director must own Jackson common stock and common stock equivalents having a value of at least five times the annual cash retainer fee for serving on the Board. The hedging or pledging of Company shares by directors or executive officers is prohibited by Company policy (see the Hedging and Pledging Prohibition section of this proxy statement). No directors have hedged or pledged any of the shares beneficially owned by them and all directors are expected to comply with the ownership guidelines in the stated timeframe.

 

Proposal 2 — Ratification of Independent Auditor

The Audit Committee and the Board of Directors believe that the continued retention of KPMG LLP (“KPMG”) to serve as the Company’s independent auditor for the year ending December 31, 2022, is in the best interests of the Company and its shareholders, and the Board is asking shareholders to ratify this appointment. Representatives of KPMG are expected to be present at the meeting to respond to appropriate questions of shareholders and to make any desired statements. The Audit Committee is directly and solely responsible for the appointment or replacement, retention, termination, compensation, and oversight of the independent external audit firm that performs audit services. In considering KPMG’s appointment for the 2022 fiscal year, the Audit Committee performed the following:

•

Obtained and reviewed a KPMG report describing:

​

◦

KPMG’s internal quality-control procedures;

​

◦

any material issues raised by the most recent quality-control review, or peer review, of KPMG, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by KPMG, and any steps taken to deal with any such issues;

​

◦

any publicly available reports issued within the past five years by the Public Company Accounting Oversight Board (“PCAOB”) or other governmental or professional authorities concerning KPMG;

​

◦

any PCAOB review of KPMG, or any inquiry or investigation by governmental or professional authorities, within the past five years, of KPMG, and any steps taken to deal with such issues; and

​

◦

to assess KPMG’s independence, reviewed all relationships between KPMG and the Company consistent with the applicable requirements of the PCAOB.

​

•

Reviewed KPMG’s work in 2021 and evaluated KPMG’s qualifications, performance, and independence, including:

​

◦

a review and evaluation of the lead partner on KPMG’s engagement with the Company;

​

◦

the matters required to be communicated to audit committees in accordance with Auditing Standard Nos. 1301 and 1305;

​

◦

the audit process, including, without limitation, any problems or difficulties encountered in the course of the performance of the audit, including any restrictions on the independent auditor’s activities or access to requested information imposed by management, and management’s response thereto, and any significant disagreements with management; and

​

◦

any “management” or “internal control” letter issued or proposed to be issued by KPMG to the Company.

​

KPMG has been retained as the Company’s independent auditor continuously since 1999. To ensure continuing auditor independence, the Audit Committee will at least annually assess all relationships between the auditor and the Company consistent with the PCAOB requirements, will review and evaluate the lead partner of the independent audit team, and will ensure that the proper rotation of KPMG’s audit partner, lead partner and concurring partner occurs.

Approval of the proposal requires the affirmative votes of a majority of the shares of Jackson common stock present or represented by proxy and entitled to vote at the annual meeting. Abstentions will have the same effect as votes against the proposal.

The Company has adopted a policy for the pre-approval of all audit and permitted non-audit services to be provided to Jackson by its independent auditor and is responsible for the review and approval of any fees associated with those services. Specific pre-approval by the Audit Committee is required for any proposed services exceeding pre-approved fee levels.

Pre-approvals for categories of services are granted at the start of each fiscal year and are applicable for 12 months from the date of pre-approval. In considering these pre-approvals, the Audit Committee reviews detailed supporting documentation from the independent auditor for each proposed service to be provided. Unused pre-approval amounts are not carried forward to the next year.

The Audit Committee may delegate pre-approval authority for audit and non-audit services to one or more of its members, and such authority has been delegated to the chair of the Audit Committee. The decisions of any member to whom such authority is delegated must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate to management its

 

responsibilities to pre-approve services performed by the Company’s independent auditor. The Audit Committee periodically reviews reports summarizing all services provided by the independent auditor.

The Company’s Senior Vice President, Controller and Chief Accounting Officer monitors services provided by the independent auditor and overall compliance with the pre-approval policy. The Senior Vice President, Controller and Chief Accounting Officer reports periodically to the Audit Committee about the status of outstanding engagements, including actual services provided and associated fees, and must promptly report any noncompliance with the pre-approval policy to the chair of the Audit Committee.

The following table sets forth the fees for professional services rendered by KPMG with respect to fiscal years 2021 and 2020, respectively:

​

(1)

Audit Fees. Consists of fees billed for professional services rendered for the audit of Jackson’s annual financial statements, review of the interim financial statements included in Jackson’s quarterly reports on Form 10-Q, the audit of the demerger-date financial statements, and other services normally provided in connection with Jackson’s statutory and regulatory filings or engagements.

​

(2)

Audit-Related Fees. Consists of fees for services that were reasonably related to performance of the audit of the annual consolidated financial statements for the fiscal year, other than Audit Fees, such as employee benefit plan audits, internal control reviews, service organization control reports, comfort letters, and other attestation services.

​

(3)

Tax Fees. Fees for tax services include fees billed for professional services rendered for tax compliance, tax advice and tax planning.

​

(4)

All Other Fees. Fees for all other services include fees billed for all other professional services rendered, other than those reported as “Audit Fees,” Audit-Related Fees” and “Tax Fees.”

​

The Audit Committee of the Board of Directors assists the Board in fulfilling its oversight responsibilities. The Board has determined that each of the members of the Audit Committee is “independent,” as that term is defined in the independence requirements for audit committee members contained in the applicable rules of the U.S. Securities and Exchange Commission (the “SEC”) and corporate governance standards of the New York Stock Exchange. The Audit Committee acts under a charter that is reviewed annually. The charter is available in the Governance section of Jackson’s website at investors.jackson.com/governance.

Management is responsible for the Company’s internal controls and the financial reporting process and for compliance with applicable laws and regulations. The Audit Committee’s responsibility is to monitor and oversee these processes. The Company is a newly reporting company. The SEC permits a transition period for newly reporting companies to establish effective internal controls over financial reporting. Therefore, the Company’s Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm. KPMG, the Company’s registered public accounting firm, was responsible for performing an independent audit of the Company’s most recent consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States; however, given the Company’s new reporting status, KPMG was not required to, and did not, express an opinion on the effectiveness of the Company’s internal control over financial reporting.

In performing its responsibilities, the Audit Committee reviewed and discussed the Company’s audited consolidated financial statements with management and KPMG, as required by the SEC. However, the Audit Committee has not discussed the effectiveness of internal control over financial reporting due to the transition period afforded to the Company, as established by the rules of the SEC for newly public companies. The Audit Committee discussed with KPMG matters required to be discussed under Statement on Auditing Standards No. 1301 “Communications with Audit Committees” and No. 1305, “Communications About Control Deficiencies in an Audit of

 

Financial Statements” adopted by the PCAOB. KPMG also provided to the Audit Committee the written disclosures and letter required by PCAOB standards concerning KPMG’s independence; and the Audit Committee discussed with KPMG the matter of the firm’s independence.

Based on the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC.

Gregory T. Durant, Chair
Derek G. Kirkland
Martin J. Lippert
Russell G. Noles​

Members of the Audit Committee of
the Board of Directors​

 

Proposal 3 — Frequency of Say-on-Pay

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act), and the related rules of the SEC, the Company is providing shareholders the opportunity to indicate, on a non-binding, advisory basis, whether future advisory votes on executive compensation of the Company’s named executive officers (as reflected in Proposal 4 of this proxy statement) should occur every year (the “Say-on-Pay Frequency” vote).

Although the Board recommends holding a Say-on-Pay vote every year, shareholders have the option to specify one of four choices for this matter on the proxy card: every year, every two years, every three years, or abstain. Shareholders are not voting to approve or disapprove of the Board’s recommendation. This advisory vote on the frequency of future Say-on-Pay votes is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will carefully review the voting results. Notwithstanding the Board’s recommendation and the outcome of the shareholder vote, the Board may in the future decide to conduct advisory Say-on-Pay votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs.

Because the Say-on-Pay Frequency proposal provides shareholders with the option to vote to hold a Say-on-Pay vote once every one, two, or three years, the affirmative vote of a majority of the shares of Jackson common stock present or represented by proxy and entitled to vote at the annual meeting may not be reached for any of the frequency options presented. Accordingly, a plurality of the votes cast for the proposal will be considered the stockholders’ preferred frequency for holding a Say-on-Pay vote. Abstentions and Broker non-votes will not affect the outcome of the vote.

The Company is required to seek a shareholder vote on the frequency of the advisory Say-on-Pay vote every six years. The next Say-on-Pay Frequency vote is scheduled for 2028.

 

Proposal 4 — Say-on-Pay

As required by Section 14A(a)(1) of the Exchange Act and related rules of the SEC, the below resolution provides our shareholders an opportunity to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules. This proposal, commonly known as “say-on-pay” proposal and vote, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The Company is asking its shareholders for their non-binding advisory approval of the 2021 compensation of its NEOs. See the Compensation Discussion and Analysis section of this proxy statement.

Shareholders are being asked to approve the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the named executive officers, as disclosed in the Company’s proxy statement, is hereby approved

Approval of the proposal requires the affirmative votes of a majority of the shares of Jackson common stock present or represented by proxy and entitled to vote at the annual meeting. Abstentions will have the same effect as votes against the proposal. Broker non-votes will not affect the outcome of the vote.

We are asking our shareholders to vote “FOR” the approval of the compensation of the Company’s NEOs, as disclosed in the “Compensation Discussion and Analysis” section of this proxy statement, including the related tables, notes, and narrative.

While this Say-on-Pay vote is advisory and non-binding, the Board of Directors and the Compensation Committee of the Board, which is comprised of independent directors, value the opinions expressed by our shareholders and will consider the outcome of this Say-on-Pay vote when making future compensation decisions regarding the NEOs. We expect that the next Say-on-Pay vote will occur at the 2023 annual meeting of shareholders (subject to the results of the shareholder vote on the Say-on-Pay Frequency proposal (Proposal 3).

 

Compensation Discussion and Analysis

This compensation discussion and analysis provides information about the material elements of compensation provided to our “named executive officers,” also referred to as “NEOs,” for 2021. Prior to the demerger on September 13, 2021, compensation for our NEOs and other employees was determined by the various compensation committees of, and overseen by, Prudential. Following the demerger, compensation decisions were made by the JFI Board and the Board Compensation Committee (“Compensation Committee”).

While the Compensation Committee performed a comprehensive review of our NEOs’ total compensation upon appointment in September 2021, most elements of 2021 pay for our currently employed NEOs were previously approved and implemented by Prudential. Upon its review, the Compensation Committee prioritized the need to transition our NEOs’ compensation packages to a typical U.S. public company approach, which reflects a substantial shift from cash to equity-based compensation. These changes have been implemented for the 2022 compensation year, and further details on these changes are provided in later sections of this compensation discussion and analysis.

We also note that the significant leadership changes in early 2021 have resulted in this year’s expanded NEO reporting population. Importantly, compensation paid to former executives, including separation payments, were finalized and approved by Prudential in early 2021 prior to the demerger and prior to the establishment and appointment of the Compensation Committee.

Our NEOs for 2021 are as follows: