JXN Jackson Financial Inc

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

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

​

The Company’s culture and core values of Empower, Execute, Respect and Create remain strongly aligned with its business strategy. These values come to life in the ways associates execute against Jackson’s focused strategy to drive growth and meet our customers’ needs for protected retirement solutions. We continue to improve the understanding of the value annuities can offer as part of a holistic retirement portfolio and seek innovative ways to increase access to our products through product and distribution expansion and diversification. It is through these efforts that we will further our purpose of helping Americans achieve financial freedom for life.

Jackson maintained a balanced approach to capital management and further built our track record of consistent capital return to shareholders, including $482 million returned in 2022 through a combination of dividends and share repurchases. We remain confident in our ability to generate capital and have established a capital return target range of $450-$550 million for 2023. In February 2023, we announced a nearly 13% increase to our first quarter dividend over the prior year level, raising it to $0.62 per common share, and the Board authorized an additional $450 million to our existing share repurchase program. As we look to the future and our strategy evolves, we will continue to seek opportunities to utilize capital to reinvest in the growth of our business.

The combination of diverse perspectives and depth of experience brought to the Board by our Directors proved constructive in our first full year as we addressed key issues of oversight for the Company on your behalf. We conducted a detailed process to review, update and enhance our governance structure and documents, including the adoption of a majority voting standard for uncontested director elections. Further, as part of our commitment to reducing risk through good environmental, social and governance (ESG) practices, we published Jackson’s first annual ESG Report in May 2022, with full Sustainability Accounting Standards Board (SASB) disclosures.

The Compensation Committee continued the evolution of Jackson’s executive compensation program to maintain its pay-for-performance focus while transitioning from a UK-based compensation structure to one that is in line with U.S. public company standards. The new pay mix emphasizes long-term equity incentive compensation to further align executives’ interests with those of long-term shareholders.

We conducted our first annual Board and Committee self-assessments, allowing us to identify where strengths and opportunities exist and look for ways to serve all our stakeholders at the highest levels.

Importantly, Jackson supports its associates in many ways, including through competitive compensation and a benefits package that is consistently rated highly by associates. Our associates are the driving force behind Jackson’s long-standing history of giving back to local communities where they live and work through volunteerism, nonprofit board service and charitable giving. In alignment with our overall corporate mission, our approach to supporting nonprofits strengthens families in need, creates economic opportunities for individuals and ultimately supports financial well-being.

In 2022, we continued our focus on engaging with you, our shareholders. Our investor relations team led more than 60 meetings with over 50 investors representing approximately half of our shares outstanding. I enjoyed engaging with many of you over the course of the year and appreciate your willingness to share your perspectives and key priorities. I can assure you that the Board takes your views into account as we perform our oversight function. I also hope these conversations helped further our investors’ understanding of Jackson’s value proposition within the industry and to its shareholders.

On behalf of the Board of Directors, I look forward to engaging with you in the months ahead and encourage your participation at our Annual Meeting of Shareholders on May 19, 2023.

Thank you for your support and confidence in Jackson.

Notice of 2023 Annual Meeting of Shareholders

Items of Business and Board Voting Recommendation:

Please cast your votes by one of the following methods:

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

Attendance at the Annual Meeting of Shareholders

Your vote is important to us. Even if you plan to attend the annual meeting, we urge you to vote as soon as possible. You may vote your shares in person, over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you also may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided.

By order of the Board of Directors.

Andrea Goodrich
Senior Vice President, Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2023

This Notice of Annual Meeting, Proxy Statement and Form of Proxy, and our 2022 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 may be obtained free of charge upon written request to the Corporate Secretary at Jackson’s headquarters, 1 Corporate Way, Lansing, Michigan 48951.

Table of Contents

Table of Contents (continued)

Forward Looking Statements and Non-GAAP Financial Measures

This proxy statement may contain “forward-looking statements,” which generally may be identified by the use of words such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project,” “will,” or “would,” and similar words and phrases. Forward-looking statements should not be read as guarantees of future performance, are subject to assumptions, and are inherently susceptible to risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those statements. Our 2022 Annual Report on Form 10-K and other reports we file with the U.S. Securities and Exchange Commission, which are also available in the investor relations section of our website at investors.jackson.com/financials/sec-filings, include additional factors that could cause actual results and outcomes to differ materially from those reflected in those forward-looking statements. There can be no assurance that management’s expectations, beliefs, projections or targets will be achieved or accomplished. Any forward-looking statements reflect our views and assumptions as of the date of this proxy statement, and we disclaim any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Certain financial data included in this proxy statement consists of non-GAAP (Generally Accepted Accounting Principles) financial measures. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the “Definitions and Non-GAAP Financial Measures” Appendix of this proxy statement.

Certain financial data included in this proxy statement consists of statutory accounting principles financial measures. These measures are included in or derived from Jackson National Life Insurance Company’s annual and/or quarterly statements filed with the Michigan Department of Insurance and Financial Services and available on our website at investors.jackson.com/financials/statutory-filings.

We Achieved Our Key Financial Targets and Maintain a Healthy Balance Sheet

Our financial performance in 2022 reinforced our proven ability to successfully navigate market stresses. We generated strong sales in the attractive RILA market, maintained robust levels of excess cash at the holding company, and our financial leverage was below our target range. Our healthy balance sheet enables the ongoing execution of our balanced capital management strategy, including our continuing commitment to returning capital to shareholders.

2022 Key Financial Targets

(1)

Adjusted RBC ratio reflects the capital requirements of Jackson National Life Insurance Company and its subsidiaries, adjusted to include cash and highly liquid securities at Jackson Financial Inc. in excess of our target minimum.

​

(2)

See the Appendix for the non-GAAP financial measures, definitions and reconciliations to the most comparable GAAP measures.

​

(1)

Please refer to Appendix A for an explanation of “Pretax Adjusted Operating Earnings” and “Adjusted Operating ROE” and a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

​

Building a Track Record of Consistent Capital Return

We Stand for Positive Change

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:

Our Director Nominees

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.

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

Each current director 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 statement summary and under Proposal 1. 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 business, risks, and current and long-term strategic needs.

Shareholder Engagement Highlights

During 2022, Jackson held over 60 meetings with over 50 investors representing approximately one-half of its shares outstanding. In its 2022 inaugural fall shareholder engagement, the Company extended 14 invitations to governance teams of our larger shareholders to meet and held five virtual meetings. Our independent Board Chair and executives engaged in discussions with shareholders throughout the year to better understand and appreciate their perspectives on a variety of topics, including Company performance and strategy, corporate governance, executive compensation, and environmental, social, and governance topics. These engagement efforts and any shareholder feedback received is shared with the full Board at each regular board meeting. We intend to continue an open dialogue with shareholders through our regular outreach program in 2023 and beyond.

Corporate Governance Practices

Jackson’s governance framework is a set of principles, guidelines and practices that support our values and long-term value creation for our shareholders. Our Board ensures that Jackson maintains its robust governance framework and strong ethical culture as we continue our journey as a standalone public company. We 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:

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 reviews, and updates, as appropriate, the Corporate Governance Guidelines to address emerging needs and practices. Of note, in 2022, the Board approved changes to the Corporate Governance Guidelines that included a resignation policy in connection with the Company’s newly adopted majority voting standard.

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

To assist with candidate assessment, the Nominating and Governance Committee utilizes a matrix, which is 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 our associates think like owners, the Company empowers our associates to create a sustainable and ethical business, a practice that has guided the Company over the long term. 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 oversees the implementation of and compliance with standards of accountability and monitors the effectiveness of management policies and decisions to ensure 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 Third Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws, Corporate Governance Guidelines, and committee charters.

assesses the skills and the experience needed to perform oversight of the Company’s strategy and business and compares

the skills and experience of both current directors and potential director nominees.

Our nine Board members self-identify their skills and qualifications and, as a whole, reflect a balanced and qualified Board, as reflected below.

In addition, the Nominating and Governance Committee considered racial, ethnic and gender diversity to 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 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’s process in evaluating potential nominees recommended by its members, other members of the Board, or other persons will begin with evaluation of the skills, experience, and diversity necessary to provide independent oversight of management, and the performance of current directors. If new directors are needed, the Nominating and Governance Committee will then conduct targeted efforts to identify and recruit individuals who have the qualifications identified through the director nominee selection process. With new nominations, the Nominating and Governance Committee will actively seek highly qualified women and individuals from underrepresented communities to include in the Board nominee pool. Additionally, the Nominating and Governance Committee will instruct its third-party search firms to include diverse candidates in slates of potential nominees. New candidates will be screened, vetted, and

meet with several current members of the Board as a part of the selection process. The Nominating and Governance Committee will then recommend candidates selected for nomination to the Board for review, consideration, and approval as director nominees in our proxy statement.

The Nominating and Governance Committee will evaluate candidates recommended by shareholders using the same criteria discussed above. Any shareholder who would like the Nominating and Governance Committee to consider a candidate for Board membership must send timely notice delivered in accordance with the requirements specified in our 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. Such 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 must 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.

Annual Election of Directors

Jackson’s directors are elected for one-year terms each year at the annual meeting of shareholders. If elected in 2023, each of the Board’s nine nominees will serve until the 2024 annual meeting of shareholders. As permitted under Delaware law, majority voting is applied to elections of directors in uncontested elections.

Board Refreshment, Ongoing Education, and Assessment

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, based on the Nominating and Governance Committee’s annual review and recommendation, will 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 may be modified by resolution of the Board. The current Board of Directors were elected at our annual meeting of shareholders in June of 2022, and all are director nominees for election at the Company’s Annual Meeting. The Board considers the optimal size, structure, composition, and committee chairs, based on the Nominating and Governance Committee’s review and recommendation, and will refresh the Board as needed and appropriate, with an anticipated mix of tenure and diversity.

Mandatory Retirement Age

To enable Board refreshment, under our Corporate Governance Guidelines, directors may not stand for reelection or appointment to the Board after reaching age 75. To ensure thoughtful succession planning rather than a mechanical retirement process, the Board may approve exceptions to this policy.

Director Continuing Education

The Company places high importance on a robust orientation program, and continuous development of the Board because they are key to the ability of directors to fulfill their roles. Directors receive ongoing education and development opportunities in meeting with management representatives from our business and functional areas, and reviewing and discussing the Company’s strategic plans, financial statements, key issues, policies, and practices. 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 regularly receives management reports on 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 and Committee Annual Evaluations

The Board recognizes a rigorous, ongoing evaluation process as an essential component of strong corporate governance practices that promotes continuing Board effectiveness. Each year, our Nominating and Governance Committee oversees a Board and committee evaluation process consistent with the NYSE standards, our Corporate Governance Guidelines, and the charters of each of the Board committees. The Board and committees’ annual evaluation process is reflective and expansive, including both individual evaluations of the Board and performance evaluations of each committee. The Nominating and Governance Committee solicits feedback using a written questionnaire and through separate committee and Board discussions. Further, the Board Chair conducts one-on-one calls with each director to discuss the Board’s performance and each director’s assessment of the Board’s culture, process, and discussions and their substantive content. Each committee and the Board discuss the results of the annual evaluations in executive session, identify areas for further consideration and opportunities for improvement, and plans to address actionable matters.

Leadership Structure and Board Oversight

Leadership Structure

The Board has strong governance structures and processes in place to ensure independent oversight of management.

Independent Chair

The Board regularly and carefully considers its leadership structure. The Board currently believes having separate individuals serve as the Chair and the CEO best serves the Board in fulfilling its roles and responsibilities on behalf of Jackson’s shareholders. The independent directors perform their duties, as a Board or in committees comprised solely of independent directors, including selecting, evaluating performance of, and setting compensation for the CEO.

Our Corporate Governance Guidelines provide that if the Board combines 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, providing an appropriate level of risk oversight, reviewing and approving meeting agendas and information to be provided to the Board, consulting with directors, the CEO and management, and presiding at 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 a Company strategy 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. The Board and its committees regularly review and discuss with management progress related to Jackson’s core values: 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 associates, associate 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 supporting our communities and motivating others to engage in positive change underscores the Board’s commitment to our ESG initiatives for our stakeholders. See the Environmental, Social, and Governance section of this proxy statement.

Selected Areas of Board Oversight

Board Oversight of Strategy

The Board actively engages with management and oversees the implementation of Jackson’s strategy as to products, distribution, financial, regulatory, and ESG matters. The Board annually reviews 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 may face in the future. During such review, the Board works 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 Board sessions with our senior leadership team dedicated to the review of Jackson’s overall strategy, opportunities, challenges, and capabilities. This 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 also reviews 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 receives regular updates and evaluates progress made as well as related challenges and risks.

Board Oversight of Talent, Succession Planning and other Human Capital Matters

The Board recognizes the importance of continuity of Board 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 oversees succession planning with respect to other key executive officers. The Nominating and Governance Committee reports

periodically on its activities to the full Board. The Company’s Chief Human Resources Officer presents an annual talent review to the Nominating and Governance Committee. 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 current pool of executive talent, identified retention strategies, and leadership potential including both short- and long-term development plans.

Board Oversight of Risk

The Board believes that evaluating the executive team’s management of risks that do and may impact Jackson is one of its most important areas of oversight. This responsibility is shared among the committees and each committee apprises the full Board of significant risk topics and management’s response and mitigation planning.

The Company’s risk framework, based on the three lines model, supports management’s effective risk management.

Audit Committee

Our Audit Committee’s duties and responsibilities include oversight of accounting and financial reporting processes, the effectiveness of our internal controls over financial reporting, and the performance of our internal audit function. The Audit Committee also has risk management oversight responsibility, which includes coordination with our Finance and Risk Committee to review management of business and financial risks, and to review compliance with significant applicable legal, ethical, and regulatory requirements.

Compensation Committee

Our Compensation Committee reviews and approves compensation for executive officers other than the CEO, including employment agreements or arrangements, and recommends for approval by the Board compensation arrangements for the CEO. In so doing, the Compensation Committee’s 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 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 recommends, 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, the succession planning of the CEO and certain senior executives, and the Company’s human capital matters, including the Company’s talent strategy, hiring and attrition reporting, and diversity and inclusion strategy.

Board Oversight of ESG Matters

The Nominating and Governance Committee has primary responsibility for oversight of ESG matters. The Board and each of the other committees also review and discuss topics throughout the year on various ESG-related subjects. We believe this strong focus on governance supports the sustainability of our business.

See also the Environmental, Social and Governance section of this proxy statement.

Board and Committee Meetings and Committee Responsibilities

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, adding meetings, as needed. Our Board met eight times in 2022. Our four committees met a total of 24 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 2022, each current director attended at least 75% of the Board and committee meetings on which he or she sits. All of our directors attended the 2022 annual meeting of shareholders.

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.

Engagement

Active Shareholder Engagement Informs Our Board

Shareholder Engagement

Jackson’s Board and management prioritize fostering long-term relationships with our shareholders. We proactively engage with shareholders and other stakeholders throughout the year to learn their perspectives on significant issues, including Board composition and practices, company performance and strategy, corporate governance, executive compensation, and environmental, social, and governance topics. This engagement helps us better understand shareholder priorities and perspectives and fosters constructive dialogue. Jackson is committed to a robust engagement program that promotes an active, year-round, open dialogue with shareholders and other stakeholders. These meetings strengthen Jackson’s relationship with our shareholders and reinforce our commitment to incorporate shareholder feedback into various decisions made by the Board and management.

2022 Shareholder Engagement Program by the Numbers

Our investor relations team maintains an open dialogue with the investment community, including our current shareholders. In addition to our quarterly earnings reports and quarterly earnings conference calls, the Company’s senior management engages in outreach through Jackson’s investor relations department, holding regular meetings with shareholders and participating in investor conferences. We communicate with investors and shareholders, as well as investment analysts, in small group sessions and through management presentations. We also reach out to existing and prospective shareholders over the course of each quarter. Investors and shareholders are invited to contact the investor relations team with questions regarding the Company’s results and strategy. In 2022, our investor relations team held over 60 meetings with over 50 investors representing approximately one-half of our shares outstanding. These investor relations-led engagements help build strong relationships with the investment community.

2022 Fall Shareholder Engagement Spotlight

We conducted our 2022 inaugural program of fall shareholder engagement by inviting our top shareholders to engage with us on a variety of topics. We extended invitations to 14 of our largest shareholders to meet individually and held five virtual meetings. Our independent Board Chair led some of the engagement meetings, along with our General Counsel, investor relations team, and Corporate Secretary.

Topics Covered During 2022 Shareholder Engagement

•

While our engagements with shareholders in 2022 covered a broad set of topics, shareholders focused on ESG matters.

​

•

Key messages included:

​

◦

Positive feedback on Jackson’s first published ESG Report

​

◦

A preference for majority voting over plurality voting for directors in uncontested elections

​

◦

An interest in our plans with respect to evolving our ESG reporting practices, including climate-related disclosure

​

◦

Support for the Company’s shift in NEO pay mix to strengthen the emphasis on long-term equity incentive compensation rather than the annual incentive bonus

​

We share feedback from engagement sessions with our directors, which informs the Board’s discussions in key areas. Jackson and our Board remain committed to consistent and substantive shareholder engagement and to incorporating shareholder perspectives in our governance and compensation discussions and ESG initiatives.

Non-Employee Director Compensation

The directors’ annual compensation program consists of a cash component and an equity component, with a greater emphasis on equity compensation. While directors do not receive additional fees for service on our Board committees, the chairs of our Board committees receive an additional cash retainer. The below table summarizes the directors’ total annual compensation:

Based on the recommendation of the Company’s Nominating and Governance Committee, who reviewed market data supplied by Mercer U.S. LLC (“Mercer”), the Board’s independent compensation consultant, the above compensation for our directors was approved by the Board in 2022. Mercer completed a competitive study of our compensation peer group (the compensation peer group is described in the “Our Compensation and Governance Practices” section of the Compensation Discussion and Analysis). After a review of Mercer’s presentation, the Nominating and Governance Committee confirmed that our current non-employee director compensation levels approximated the market median and did not make any changes for 2022.

2022 Annual Director Compensation

The Company compensates directors based on a Board-service year beginning June 1 and ending May 31 (the “Service Year”), which timing generally aligns 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, for those serving as chair of a Board committee, an additional committee chair cash retainer. Each director may choose to receive an equity award in lieu of a cash retainer with a target value equal to the cash retainer that would otherwise have been made to such director for the Service Year. The annual equity retainer and equity elected in lieu of the cash retainer payment are delivered in the form of restricted share units (“RSUs”) or, at the election of a director, in the form of restricted shares.

For the 2022 Service Year, each non-employee director, other than the Chair, was awarded: (i) a cash retainer of $125,000 plus, as applicable, a committee chair cash retainer in an amount as noted in the table above (or, if elected by the non-employee director, an equity award of equivalent value to the cash retainer(s)); and (ii) an annual equity retainer with an intended value of $150,000. The number of RSUs, or restricted shares, comprising the equity awards were determined by dividing the intended value of the awards by $35.03, the average closing price of the Company’s common stock for the 10-trading day period immediately preceding the grant date, rounded down to the nearest whole share or share unit.

Equity awards received in lieu of an annual cash retainer or committee chair cash retainer (as applicable), generally will vest in equal quarterly installments after the grant date, consistent with the frequency of the quarterly payment of the annual cash retainer that the director would have otherwise received. The annual equity retainer cliff vests on the earlier of the first anniversary of the grant date or the date of the next annual meeting of shareholders, subject to the director’s continued service on the Board through such date. All RSUs settle in the Company’s common stock on a one-for-one basis upon the director’s departure from the Board, and restricted shares will continue to be restricted until the director’s departure from the Board.

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

Board Chair Compensation

For the 2022 Service Year, the Board Chair was awarded: (i) a cash retainer of $270,000, (ii) a committee chair cash retainer of $20,000; and (iii) an annual equity retainer with an intended value of $330,000. The number of RSUs comprising the equity award were determined by dividing the intended value by $35.03, the average closing price of the Company’s common stock for the 10- trading day period immediately preceding the grant date, rounded down to the nearest whole share or share unit. The Board Chair’s annual equity retainer cliff vests on the earlier of the first anniversary of the grant date or the date of the next annual meeting of shareholders, subject to the Board Chair’s continued service on the Board through such date.

(1)

For Messrs. Durant, Kandarian, Lawton and Noles, this column includes annual cash retainer fees and chair fees (if applicable) for service through December 31, 2022. The amount in this column only reflects the cash Mr. Noles received for his annual cash retainer for the 2022 Service Year through December 31, 2022 as he elected to receive equity in lieu of cash for his 2021 Service Year. The value of that award was reported in the 2021 Director Compensation Table in our 2022 Proxy Statement. For Mses. Claffee and Stecher, and Messrs. Kirkland and Lippert, this column includes the value of RSUs and/or restricted shares for the period of June 01, 2022 through May 31, 2023, as they elected to receive equity in lieu of the cash retainer and chair fees (if applicable) for that period. The grant date fair values for equity awards received in lieu of cash were $116,745 for the annual cash retainer and $23,362 for the committee chair fees for Ms. Stecher.

​

(2)

Non-employee directors, other than Mr. Kandarian, received an annual equity award (comprised of RSUs or restricted shares) with a grant date fair value of $140,107 on June 9, 2022 for Board service for the 2022 Service Year. Mr. Kandarian received an annual equity award comprised of RSUs with a grant date fair value of $308,222 on June 9, 2022 for Board service for the 2022 Service Year. The stock price used to calculate the grant date fair value for these awards was $32.72.

​

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 Topic 718 “Compensation — Stock Compensation.” See Note 16 to the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K, for additional information on the Company’s Incentive Plan.

(3)

In addition, as previously disclosed in our 2022 Proxy Statement, Mr. Kandarian received a grant of 4,180 RSUs with a grant date fair value of $160,387 on January 31, 2022, for service from February 1, 2021, to May 31, 2021. Due to an administrative error, these RSUs were not granted on October 4, 2021 as intended when the other equity awards to non-employee directors were granted.

​

(6)

Based on information provided in a Schedule 13G/A filed on February 9, 2023, The Vanguard Group has shared voting power with respect to 76,771 shares, sole dispositive power with respect to 8,338,163 shares, and shared dispositive power with respect to 133,830 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. No one other person’s interest in the securities reported herein is more than 5%. 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.

​

Security Ownership of Directors and Management

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 4, 2023, 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 above. 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.