DEF 14A of Jackson Financial Inc., Apr 9, 2024

DEF 14A of Jackson Financial Inc.

Filed Apr 9, 2024 · FY20230001104659-24-044983

Open on EDGAR

  1. Table of Contents (continued)

    | 36 Board Chair Compensation | | | 36 2023 Director Compensation Table | | | 37 Directors’ Stock Ownership Guidelines | | | 37 Director’s Matching Gift Program | | | 38 | Security Ownership | | 38 Security Ownership of Certain Beneficial Owners | | | 39 Security Ownership of Directors and Management | | | 40 | Proposal 2 — Ratification of Independent Auditor | | 41 Pre-Approval Policy for Audit and Non-Audit Services | | | 41 Audit Fees, Audit-Related Fees and All Other Fees | | | 42 Report of the Audit Committee | | | 43 | Proposal 3 — Say-on-Pay | | 44 | Compensation Discussion and Analysis | | 44 Executive Summary | | | 45 Compensation Philosophy | | | 46 Our Compensation and Governance Practices | | | 47 Compensation Peer Group | | | 48 Elements of our Executive Compensation Program | | | 48 What’s New with our 2023 Compensation Program | | | 57 Report of the Compensation Committee | | | 58 | Executive Compensation Tables | | 58 Summary Compensation Table | | | 60 Grants of Plan-Based Awards for Fiscal Year 2023 | | | 62 Outstanding Equity Awards at Fiscal Year End 2023 | | | 64 Option Exercises and Stock Vested | | | 64 Fiscal Year 2023 Nonqualified Deferred Compensation Plan | | | 65 Potential Payments Upon Termination or Change in Control | | | 69 | CEO Pay Ratio | | 69 Median Employee Identification Process | | | 69 Calculation of the Pay Ratio | | | 70 | Pay vs. Performance | | 74 | Proposal 4 — Update Our Exculpation Provision | | 75 | Transparency | | 75 Governance Documents | | | 75 Political Activity | | | 75 Code of Conduct and Business Ethics / Code of Financial Ethics | | | 75 Hedging and Pledging Prohibition | | | 75 Director Independence Analysis | | | 76 Certain Relationships and Related Persons Transactions | | | 78 Delinquent Section 16(a) Reports | | | 79 | Questions and Answers | | 82 | Information not Incorporated into this Proxy Statement | | A-1 | Appendix A — Definitions and Non-GAAP Financial Measures | | B-1 | Appendix B — Fourth Amended and Restated Certificate of Incorporation |

  2. Our Director Nominees

    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. 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 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.

  3. Our Director Nominees

    | 4 | 2024 PROXY STATEMENT | |

  4. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors

  5. Your Board recommends a vote FOR each of the Director nominees

    Your Board recommends a vote FOR each of the Director nominees 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 engage in continuing education and other programs to remain current in their particular areas of expertise, to further their understanding of corporate governance, and to gain knowledge in other matters relevant to Jackson. The Board nominees consist of highly qualified leaders with significant accomplishments in their respective fields. All Board nominees have a breadth of executive leadership experience. In these positions, they have developed extensive and wide-ranging 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. Pursuant to our Amended and Restated By-Laws, each nominee for election in an uncontested election is elected by the affirmative vote of the majority of votes cast, which means that the votes cast “for” a nominee’s election must exceed the votes cast “against” such nominee’s election. As required by our Corporate Governance Guidelines, each nominee has tendered his or her irrevocable resignation to the Board that will be effective upon (i) the director receiving a greater number of votes “against” his or her election than votes “for” such election, and (ii) the Board’s acceptance of such resignation. Abstentions are not considered votes cast and will have no effect on the proposal. Broker non-votes will not affect the outcome of the vote.

  6. Your Board recommends a vote FOR each of the Director nominees

    | | 2024 PROXY STATEMENT | 9 |

  7. Your Board recommends a vote FOR each of the Director nominees

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

  8. Your Board recommends a vote FOR each of the Director nominees

    | 10 | 2024 PROXY STATEMENT | |

  9. Our Director Nominees

    Our Director Nominees

  10. Our Director Nominees

    | NAME | INDEPENDENT | GENDER/ETHNIC DIVERSITY | AGE | COMMITTEE MEMBERSHIPS AND LEADERSHIP POSITIONS | | Lily Fu Claffee Director since 2021 | | | 54 | Audit Nominating and Governance | | Gregory T. Durant Director since 2021 | | | 65 | Audit (Chair) Compensation | | Steven A. Kandarian Director since 2021 | | | 72 | Board Chair Compensation Nominating and Governance (Chair) | | Derek G. Kirkland Director since 2021 | | | 66 | Audit Finance and Risk | | Drew E. Lawton Director since 2021 | | | 65 | Compensation Finance and Risk | | Martin J. Lippert Director since 2021 | | | 64 | Finance and Risk Nominating and Governance | | Russell G. Noles Director since 2021 | | | 65 | Audit Finance and Risk (Chair) | | Laura L. Prieskorn Director since 2021 | | | 56 | N/A | | Esta E. Stecher Director since 2021 | | | 66 | Compensation (Chair) Nominating and Governance |

  11. Our Director Nominees

    | | 2024 PROXY STATEMENT | 11 |

  12. Our Director Nominees

    | Lily Fu Claffee Independent Director Age: 54 Director Since 2021 Jackson Board Committees Audit Committee Nominating and Governance Committee | Qualifications and Expertise Provided to the Board Ms. Claffee’s extensive financial and regulatory expertise in the public and private sectors provides a valuable resource for the Board. Her federal government experience and legal expertise enables the Board to better understand how to navigate the ever-changing regulatory environment in which the Company operates. Ms. Claffee’s current responsibilities at OneMain Financial include overseeing the company’s legal team, as well as corporate governance, compliance, information security, internal audit, corporate communications, government relations, and corporate responsibility. Experience OneMain Financial • Executive Vice President and Chief Legal Officer (2021 to present) Fox Corporation • Executive Vice President, General Counsel and Head of Compliance of Fox News Media, a news organization owned by Fox Corporation (2018 to 2021) Chamber of Commerce of the United States • Chief Legal Officer and Corporate Secretary (2010 to 2018) • Executive Vice President, U.S. Chamber Litigation Center (2012 to 2018) Jones Day • Partner, Government Regulation (2009 to 2010) U.S. Department of Commerce • General Counsel (2008 to 2009) U.S. Department of Treasury • Deputy General Counsel (2006 to 2008) U.S. Department of Justice • Deputy Associate Attorney General (2005 to 2006) Mayer Brown LLP • Partner, Litigation & Antitrust (1994 to 2005) Other • Executive Education, Columbia Business School, Finance & Accounting for the Nonfinancial Executive (2023) Education • J. D., University of Minnesota Law School • B.A., English Literature and Philosophy, University of Wisconsin — Madison Attributes and Skills • Executive Leadership • Audit and Financial Expertise • Corporate Governance • Finance and Investments • Human Capital Management • Insurance / Financial Services • Legal, Compliance and Risk Management • Technology and Cybersecurity |

  13. Our Director Nominees

    | 12 | 2024 PROXY STATEMENT | |

  14. Our Director Nominees

    | Gregory T. Durant Independent Director Age: 65 Director Since 2021 Jackson Board Committees Audit Committee (Chair) Compensation Committee | Qualifications and Expertise Provided to the Board Mr. Durant’s experience as senior executive of a global professional services firm with oversight responsibilities of policy and government relations efforts enhances the Board’s ability to monitor and oversee financial accounting, public policy and human capital management risks. Experience Deloitte LLP • Vice Chairman (2019 to 2021) • Deputy Chief Executive Officer (2015 to 2019) • National Managing Partner, Clients and Industries (2011 to 2013) Other Boards Private Companies • Deloitte LLP, Director (2005 to 2011) • Deloitte Touche Tohmatsu (2006 to 2008) • Carnegie Hall Board of Trustees, Trustee and member of its Finance & Operations Committee and Audit Committee (2012 to present) • University of Chicago Booth School of Business, Dean’s Advisory Council (2011 to 2020) • A Better Chance, Vice Chair (2010 to 2020) Education • M.B.A., University of Chicago Booth School of Business • B.B.A. in Accounting, Western Michigan University • CPA, member of the American Institute of Certified Public Accountants Attributes and Skills • Executive Leadership • Audit and Financial Expertise • Business Operations and Strategic Planning • Corporate Governance • Finance and Investments • Human Capital Management • Insurance / Financial Services |

  15. Our Director Nominees

    | | 2024 PROXY STATEMENT | 13 |

  16. Our Director Nominees

    | Steven A. Kandarian Independent Chair of the Board Age: 72 Director Since 2021 Jackson Board Committees Compensation Committee Nominating and Governance Committee (Chair) | Qualifications and Expertise Provided to the Board Mr. Kandarian has nearly two decades of senior executive leadership experience in the insurance and annuity industries, including managing the risks associated with large investment portfolios through various economic cycles. This experience allows him to effectively oversee management’s execution of the strategic plan and effectively monitor their operational and long-term investment decisions. Experience MetLife, Inc. • President and CEO (2011 until retirement in 2019) • Chair (2012 until retirement in 2019) • Chief Investment Officer (2005 to 2011) Pension Benefit Guaranty Corporation • Executive Director (2001 to 2004) Other Boards Public Company Boards • ExxonMobil Corporation, Director (2018 to present), Compensation Committee member, Board Affairs Committee member • AECOM, Independent Lead Director (2019 to 2021), Compensation Committee Chair, Audit Committee member • MetLife, Inc., Director (2011 to 2019), Chair (2012 to 2019) Other • Neuberger Berman, Director (2015 to present) • Damon Runyon Cancer Research Foundation, Director (2011 to present) • The University of California, Berkeley, School of Law Executive Education, ESG: Navigating the Board’s Role Certificate, Recipient (2022) • The Business Council, Member (2012 to present) • The Business Roundtable, Member (2011 to 2019) • Partnership for New York City, Director (2013 to 2019) • Institute of International Finance, Director (2014 to 2018), Insurance Regulatory Committee Chair (2015 to 2018) • Lincoln Center for the Performing Arts, Director (2012 to 2018) • Financial Services Forum, Member (2011 to 2016) • American Council of Life Insurers, Director (2012, 2013, 2015) • Economic Club of New York, Member (2012 to 2013) Education • M.B.A., Harvard Business School • J. D., Georgetown University Law Center • B.A. in Economics, Clark University Attributes and Skills • Executive Leadership • 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 |

  17. Our Director Nominees

    | 14 | 2024 PROXY STATEMENT | |

  18. Our Director Nominees

    | Derek G. Kirkland Independent Director Age: 66 Director Since 2021 Jackson Board Committees Audit Committee Finance and Risk Committee | Qualifications and Expertise Provided to the Board Mr. Kirkland’s experience as a senior investment banking executive focused primarily on the insurance sector helps the Board oversee the Company’s capital allocation philosophy, strategy and execution. His deep experience in M&A and knowledge of capital markets and equity valuation in the insurance sector also enable him to contribute to Board oversight of the Company’s long-term strategy. Experience Morgan Stanley • For over 30 years, Mr. Kirkland held several management positions, serving as Vice Chair of Investment Banking, Managing Director or Advisory Director, each at various times for 15 years until retiring in April 2020. Prior to that he served in a series of roles of increased responsibility. Harvard University • Senior Fellow at the Mossavar-Rahmani Center for Business and Government, Harvard University John F. Kennedy School of Government (2015 to 2016) Other Boards • Third Way, Trustee (2006 to present) Education • Master’s in Public Policy, John F. Kennedy School of Government at Harvard University • A.B in History, Princeton University Attributes and Skills • Executive Leadership • 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 |

  19. Our Director Nominees

    | | 2024 PROXY STATEMENT | 15 |

  20. Our Director Nominees

    | Drew E. Lawton Independent Director Age: 65 Director Since 2021 Jackson Board Committees Compensation Committee Finance and Risk Committee | Qualifications and Expertise Provided to the Board Mr. Lawton’s executive leadership experience at large global insurance firms provides the Board with valuable industry perspective. His expertise in annuity products, financial risk and investment management enables him to contribute to Board oversight of the Company’s investment, capital market and human capital management risks. Experience New York Life Investment Management • Chief Executive Officer (2014 until retirement in 2015) • Senior Managing Director, Retail Annuities, Retirement Solutions and Traditional Investments (2010 to 2015) Fidelity Investments • President and CEO, Pyramis Global Advisors Trust Company, f/k/a Fidelity Management Trust Company (2002 to 2008) • Senior Vice President, Investment Services (1997 to 2002) Aetna Life & Casualty • Chief Marketing Officer, Aeltus Investment Management (1995 to 1997) • Head, 401k Marketing (1993 to 1995) • Equity Investments Product Manager (1991 to 1995) Other • Adjunct professor, University of North Texas (2021 to present) Other Boards • Board of Trustees, BlackRock iShares Trust, Independent Director (2016 to present) • Principal Mutual Funds, Director (2016 to 2016) • Fidelity Management Trust Company, Director (2002 to 2008) • Make-a-Wish Foundation of America, Director (2011 to 2017) • University of Virginia Frank Batten School of Leadership and Public Policy, Trustee (2016 to 2018) Education • M.B.A. in Finance, University of North Texas • B.A. in Administrative Science, Yale University Attributes and Skills • Executive Leadership • 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 |

  21. Our Director Nominees

    | 16 | 2024 PROXY STATEMENT | |

  22. Our Director Nominees

    | Martin J. Lippert Independent Director Age: 64 Director Since 2021 Jackson Board Committees Finance and Risk Committee Nominating and Governance Committee | Qualifications and Expertise Provided to the Board Mr. Lippert has nearly four decades of leadership experience in the financial services industry, managing various business units and functions as well as serving on the executive committees at each of the financial institutions. Mr. Lippert’s depth of experience in global technology and operations including digital strategy, cybersecurity, anti-money laundering, and risk management in insurance and financial services bolsters the Board’s risk planning. His cybersecurity expertise strengthens oversight of critical technology infrastructure. Experience MetLife, Inc. • Executive Vice President of Global Technology and Operations (2011 until retirement in 2019) Citi • Chief Operations and Technology Officer (2008 to 2009) Royal Bank of Canada • Vice Chairman (1997 to 2008) BNY Mellon • Executive Vice President for Information Management and Research (1981 to 1997) Other Boards • Freddie Mac, Special Adviser (2009 to 2010) • Trillium Health Systems, Director (2004 to 2009) • AOL, Canada, Chair (2000 to 2002) • University of Pittsburgh, Board of Visitors (2018 to present) • New Leaders, Director (2010 to present) • Recipient of Peter J. Kight Lifetime Achievement Award for Innovation in Banking Education • B.S. in Business, University of Pittsburgh Attributes and Skills • Executive Leadership • 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 |

  23. Our Director Nominees

    | | 2024 PROXY STATEMENT | 17 |

  24. Our Director Nominees

    | Russell G. Noles Independent Director Age: 65 Director Since 2021 Jackson Board Committees Audit Committee Finance and Risk Committee (Chair) | Qualifications and Expertise Provided to the Board Mr. Noles has broad experience as a senior executive at large U.S. insurance and diversified financial services companies. His experience in finance, audit and risk management, including implementing internal controls to mitigate operational, cybersecurity, financial, governance and technology risks contributes to Board oversight of these areas. Experience Nuveen • Chief Operating Officer (2017 until retirement in 2019) Teachers Insurance & Annuity Association (“TIAA”) • Chief Strategy Officer (2011 to 2017) • Senior Vice President, Product Development & Management (2008 to 2011) • Chief Auditor (2004 to 2008) • Acting Chief Financial Officer (2005 to 2006) St. Paul Travelers Companies • Vice President, Internal Audit (2001 to 2004) Other Boards • Metropolitan State University of Denver, Chair (2019 to 2023), Member (2019 to present) • Consumer Reports, Director, Chair of Finance Committee and Investments Subcommittee (2019 to present) • TIAA-CREF Life Insurance Company, Director, Chair of Audit Committee (2008 to 2018) Education • M.B.A. in Finance, University of Denver • B. S. in Accounting, Metropolitan State University of Denver • CPA, member of the American Institute of Certified Public Accountants Attributes and Skills • Executive Leadership • Audit and Financial Expertise • Business Operations and Strategic Planning • Corporate Governance • Finance and Investments • Human Capital Management • Insurance / Financial Services • Legal, Compliance and Risk Management • Technology and Cybersecurity |

  25. Our Director Nominees

    | 18 | 2024 PROXY STATEMENT | |

  26. Our Director Nominees

    | Laura L. Prieskorn CEO, President and Director Age: 56 Director Since 2021 | Qualifications and Expertise Provided to the Board Ms. Prieskorn’s over 30-year tenure at Jackson Financial Inc., currently as Chief Executive Officer and President, contributes a wealth of direct business expertise and valuable internal perspective. Her experience across many senior roles at the Company adds institutional perspective of operations, investment strategy, human capital management and risk management. Experience Jackson Financial Inc. • Chief Executive Officer (2021 to present) • Chief Operating Officer (2019 to 2021) • Senior Vice President, Chief Administration Officer (2009 to 2019) • Various positions (1991 to 2019) Other Boards • American Council of Life Insurers (2021 to present) Education • B.B.A. in Business Administration, Central Michigan University Attributes and Skills • Executive Leadership • 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 |

  27. Our Director Nominees

    | | 2024 PROXY STATEMENT | 19 |

  28. Our Director Nominees

    | Esta E. Stecher Independent Director Age: 66 Director Since 2021 Jackson Board Committees Compensation Committee (Chair) Nominating and Governance Committee | Qualifications and Expertise Provided to the Board Ms. Stecher’s 25 years as a senior executive at a leading financial services firm in various executive roles contributes significant expertise in risk management, finance and investment management, as well as human capital management. Her expertise in operational, regulatory, and tax management within financial services provides a broad perspective and contributes to Board oversight. Experience Goldman Sachs • CEO and Chair of Goldman Sachs Bank US (2011 to 2016) • General Counsel (2000 to 2011) • Tax Director (1994 to 2000) Sullivan & Cromwell • Partner, Tax Group (1990 to 1994) • Associate, Tax Group (1982 to 1990) Other Boards • Revolut Holdings, Board Advisor (2023 to present) • Goldman Sachs Bank US, Chair (2011 to 2023) • Goldman Sachs International Bank, Chair (2011 to 2023) • Goldman Sachs Philanthropy Fund, Chair (2020 to present) • Lincoln Center for the Performing Arts, Director (2018 to present), Chair of Audit Committee (2022 to present) • Dean’s Council of Columbia Law School, Member (2023 to present) • Dana Farber Cancer Institute, Trustee (2018 to present) • University of Minnesota Foundation, Trustee (2017 to present) • Ayco Charitable Foundation, Chair (2020 to present) • Columbia Investment Management Company, Director (2019 to present) • Council on Foreign Relations, Member (2013 to present) Education • J.D., Columbia University School of Law • B.A. in History, University of Minnesota Attributes and Skills • Executive Leadership • 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 |

  29. Our Director Nominees

    | 20 | 2024 PROXY STATEMENT | |

  30. Director Nominee Selection Process

    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.

  31. Director Nominee Selection Process

    | 24 | 2024 PROXY STATEMENT | |

  32. Director Nominee Selection Process

    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.

  33. Annual Election of Directors

    Annual Election of Directors Jackson’s directors are elected for one-year terms each year at the annual meeting of shareholders. If elected in 2024, each of the Board’s nine nominees will serve until the 2025 annual meeting of shareholders. As permitted under Delaware law, majority voting is applied to elections of directors in uncontested elections.

  34. Non-Employee Director Compensation

    Non-Employee Director Compensation The directors’ annual compensation program consists of cash and equity components, 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:

  35. Non-Employee Director Compensation

    | ANNUAL DIRECTOR COMPENSATION | | | | Compensation Component | Non-Employee Director (other than Chair) | Chair of the Board | | Annual Cash Retainer | $125,000 | $270,000 | | Annual Equity Retainer (intended $ value) | $165,000 | $330,000 | | Committee Chair Annual Cash Retainer | | | | Audit Committee | $35,000 | | | Compensation Committee | $25,000 | | | Finance & Risk Committee | $35,000 | | | Nominating & Governance Committee | $20,000 | |

  36. Non-Employee Director Compensation

    In 2023, Mercer (US) LLC (“Mercer”), the Board’s independent compensation consultant, completed a competitive study of director compensation among our compensation peer group (which peer group is described in the “Our Compensation and Governance Practices” section of the Compensation Discussion and Analysis). After reviewing a Mercer presentation, the Nominating and Governance Committee proposed to the Board an increase in the annual equity retainer for our Non- Employee Directors, excluding the Chair of the Board, to $165,000 from $150,000. No other increases were proposed. The Board approved this increase effective June 1, 2023.

  37. 2023 Annual Director Compensation

    2023 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 2023 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 $165,000. The number of RSUs, or restricted shares, comprising the equity awards was determined by dividing the intended value of the awards by $29.47, the average closing price of the Company’s common stock for the 10-trading day period immediately preceding the grant date of June 1, 2023, 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) 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 vested 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.

  38. 2023 Annual Director Compensation

    | | 2024 PROXY STATEMENT | 35 |

  39. 2023 Director Compensation Table

    2023 Director Compensation Table The table below summarizes each Non-Employee Director’s annual compensation for the calendar year ended December 31, 2023. 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 in lieu of the annual cash retainer for the 2023 Service Year are reported, whereas only the portion of the annual cash retainer earned during the fiscal year is reported for those receiving cash.

  40. 2023 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS(2) | ALL OTHER COMPENSATION | TOTAL | | Lily Fu Claffee | $119,681 | $157,976 | $0 | $277,657 | | Gregory T. Durant | $160,000 | $157,976 | $0 | $317,976 | | Steven A. Kandarian | $290,000 | $315,979 | $0 | $605,979 | | Derek G. Kirkland | $72,917 | $157,976 | $0 | $230,893 | | Drew E. Lawton | $125,000 | $157,976 | $0 | $282,976 | | Martin J. Lippert | $119,681 | $157,976 | $0 | $277,657 | | Russell G. Noles | $160,000 | $157,976 | $0 | $317,976 | | Esta E. Stecher | $143,612 | $157,976 | $0 | $301,588 |

  41. 2023 Director Compensation Table

    (1) For Messrs. Durant, Kandarian, Kirkland, Lawton and Noles, this column includes annual cash retainer fees and chair fees (if applicable) for service through December 31, 2023. The amount in this column only reflects the cash Mr. Kirkland received for his annual cash retainer for the 2023 Service Year through December 31, 2023 as he elected to receive equity in lieu of cash for his 2022 Service Year. The value of that award was reported in the 2022 Director Compensation Table in our 2023 Proxy Statement. For Mses. Claffee and Stecher, and Mr. Lippert, this column includes the value of RSUs and/or restricted shares for the period of June 1, 2023 through May 31, 2024, 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 $119,681 for the annual cash retainer and $23,931 for the committee chair fees for Ms. Stecher. 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 $157,976 on June 1, 2023 for Board service for the 2023 Service Year. Mr. Kandarian received an annual equity award comprised of RSUs with a grant date fair value of $315,979 on June 1, 2023 for Board service for the 2023 Service Year. The stock price used to calculate the grant date fair value for these awards was $28.22. 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 18 to the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, for additional information on the Company’s Incentive Plan.

  42. 2023 Director Compensation Table

    | 36 | 2024 PROXY STATEMENT | |

  43. 2023 Director Compensation Table

    The following table sets forth unvested RSUs and restricted stock awards held by each director as of December 31, 2023:

  44. 2023 Director Compensation Table

    | | STOCK AWARDS | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(A) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(B) | | NAME | (#) | ($) | | Lily Fu Claffee | 8,096 | $414,515 | | Gregory T. Durant | 5,872 | $300,646 | | Steven A. Kandarian | 29,059 | $1,487,821 | | Derek G. Kirkland | 5,872 | $300,646 | | Drew E. Lawton | 5,872 | $300,646 | | Martin J. Lippert | 8,096 | $414,515 | | Russell G. Noles | 5,872 | $300,646 | | Esta E. Stecher | 8,541 | $437,299 |

  45. 2023 Director Compensation Table

    (A) The amounts in this column represent the number of outstanding unvested RSUs and/or restricted shares, including dividend equivalents credited as of December 31, 2023. (B) The values in this column were calculated by multiplying the number of unvested RSUs and/or restricted shares outstanding as of December 31, 2023 by $51.20, the closing price of Company common stock on December 31, 2023.

  46. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee discharges the Board’s responsibilities relating to executive compensation. The Compensation Committee is currently responsible for: • Establishing and periodically reviewing the Company’s general compensation philosophy, strategy and principles, and, in consultation with senior management and taking into account shareholder feedback (including the results of our Say-on-Pay vote), overseeing the development and implementation of compensation programs in accordance with those principles. • Annually reviewing and approving corporate goals and objectives relevant to the CEO’s total compensation, evaluating the CEO’s performance and recommending for approval by the independent directors of the Board the CEO’s total compensation level. • Annually reviewing and approving corporate goals and objectives relevant to the compensation of the other NEOs; with input from the CEO, evaluating the performance of these executive officers, reporting the results to the Board, and reviewing and approving incentive compensation levels for NEOs other than the CEO. • Reviewing and approving all compensation arrangements for executive officers other than the CEO, including employment, consulting, retirement, severance, and change in control agreements. Reviewing and making recommendations to the Board with respect to the Company’s equity-based compensation programs.

  47. The Role of the Compensation Committee’s Independent Compensation Consultant

    The Role of the Compensation Committee’s Independent Compensation Consultant In overseeing the Company’s compensation programs, the Compensation Committee develops programs based on its own deliberations and recommendations from management and from compensation and benefits consultants, including its independent compensation consultant, Mercer (US) LLC (“Mercer”). Mercer provides research, analysis, and independent advice on topics such as the compensation of our NEOs, executive compensation trends, and peer companies that may be utilized for comparative purposes. Mercer reports directly to the Compensation Committee, and the Compensation Committee may replace the firm or hire additional consultants or advisors at any time. At the Compensation Committee’s direction, Mercer 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 Compensation Committee has assessed the independence of Mercer based on the New York Stock Exchange listing standards and applicable SEC rules and regulations and concluded that Mercer’s engagement does not raise any conflicts of interest.

  48. Compensation Peer Group

    Compensation Peer Group Prior to setting target compensation levels for our NEOs, the Compensation Committee reviews the base salary, target short-term incentive, target equity-based long-term incentive (“LTI”) and target TDC of each NEO, and compares these elements of compensation to equivalent positions at a select group of peer companies. This peer group is evaluated by the Compensation Committee on an annual basis taking into account the advice of its independent compensation consultant. The companies in our peer group were selected after careful consideration of a range of relevant factors including size, industry and companies with which we compete for executive talent, among other factors. The Compensation Committee considers pay data from the peer group as an important reference point in determining how to continue to provide competitive pay opportunities. The peer group used for 2023 executive compensation decisions was the same as the group used in 2022, and included the following companies:

  49. Compensation Peer Group

    | 2023 COMPENSATION PEER GROUP | | | | | American Equity Investment Life | Ameriprise Financial | Brighthouse | CNO Financial | | Equitable | Genworth Financial | Guardian Life | Lincoln National | | Pacific Life | Principal Financial | Unum Group | Voya Financial |

  50. Compensation Peer Group

    | | 2024 PROXY STATEMENT | 47 |

  51. What’s New with Our 2023 Compensation Program

    | COMPENSATION PROGRAM CHANGES | | | | Compensation Program | Change Made | Reason for Change | | Short-term Incentive Program | Replaced Excess Capital Generation metric with Controllable Costs | Reflects strategic focus on cost management | | Short-term Incentive Program | Increased Weighting for Pretax Adjusted Operating Earnings metric to 60% from 40% | Increases emphasis on earnings | | Short-term Incentive Program | Changed Mr. Smith’s short-term incentive payout to include both the results of the Jackson Financial Inc. Annual Bonus Program and the PPM Bonus Pool | Emphasizes Mr. Smith’s and PPM’s contribution to the success of Jackson Financial Inc. | | Long-term Incentive Program | Added a relative Total Shareholder Return metric as a modifier to performance share unit award results | Further supports shareholder alignment | | Long-term Incentive Program | Removed Mr. Smith’s eligibility in the PPM Performance Incentive Award (“PIA”) cash long-term incentive program and reallocated his prior PIA target award to equity-based long-term incentives | Better aligns with other NEOs’ pay structures and further strengthens shareholder alignment |

  52. Short-Term Incentives for 2023

    Short-Term Incentives for 2023 The annual incentive plan is an important element of NEO compensation. The annual incentive focuses NEOs on the achievement of organizational and individual results within a performance year by providing variable compensation that is determined by performance, measured on a Company-wide basis or with respect to one or more business units, divisions or affiliates, and on individual performance. The target performance objectives are intended to balance the need to achieve our financial and strategic goals while setting challenging standards of performance. Prior to 2023, Mr. Smith only participated in the PPM Bonus Pool. However, in December 2022, the Compensation Committee approved a change whereby a portion of Mr. Smith’s bonus is based on the results of the Jackson Annual Bonus Program and the remaining portion on the results of the PPM Bonus Pool. Ms. Prieskorn, Ms. Wadsten, Mr. Romine and Ms. Chelko will continue to participate in the Jackson Annual Bonus Program. Details regarding these annual incentive programs are discussed below.

  53. Short-Term Incentives for 2023

    | | 2024 PROXY STATEMENT | 49 |

  54. Jackson Annual Bonus Program

    Jackson Annual Bonus Program Participants in the 2023 Jackson Annual Bonus Program are eligible to receive payouts at various thresholds based on achievements of certain performance measures established by the Compensation Committee at the beginning of each fiscal year. For the 2023 performance year, our Compensation Committee approved the following quantitative and qualitative performance measures:

  55. Jackson Annual Bonus Program

    | 2023 SHORT-TERM INCENTIVE PERFORMANCE METRICS | | | | Goal | Weighting | Purpose | | Pretax Adjusted Operating Earnings | 60% | Measures profitability Weighting increased to 60% from 40% in 2022 | | Controllable Costs | 20% | Reflects the strong historical, cultural, and strategic focus on cost management Replaced prior metric of Excess Capital Generation, which is similar to the “Generation of Net Cash Flow Available to JFI” metric used for the LTI program and more appropriate for measurement over a multi-year period | | Key Strategic Objectives | 20% | Encourages the achievement of various business objectives including balance sheet health, product distribution, and ESG initiatives • Balance Sheet Health ◦ Achieve operating company risk-based capital (RBC) levels within our targeted range, appropriately managed within our risk framework • Distribution Partners and Channels ◦ Increase number of advisors selling more than one product group ◦ Grow the number of new advisors who sell our products ◦ Increase the number of advisors with production meeting top producer status • ESG Objectives ◦ Grow and secure a competitive advantage by evolving our inclusive work culture through education, expansion of our diverse talent pools and building corporate accessibility strategies ◦ Reduce our impact to the environment through efficient water consumption, maintenance of energy star certifications, and use of renewable energy through our solar farm project ◦ Drive philanthropic efforts which engage our associates to volunteer in our local communities |

  56. Jackson Annual Bonus Program

    | 50 | 2024 PROXY STATEMENT | |

  57. 2023 Annual Bonus Performance Metric Results

    2023 Annual Bonus Performance Metric Results The table below describes the threshold, target, and maximum payout levels for each performance measure, including the performance outcome achieved and the payout percentage for each performance measure (including the overall cumulative payout percentage, which is used to determine the ultimate payout against the target annual cash incentive amount for each NEO).

  58. 2023 Annual Bonus Performance Metric Results

    | 2023 SHORT-TERM INCENTIVE PERFORMANCE METRIC RESULTS(1) | | | | | | | | | Goal | Weighting | Threshold | Target | Maximum | Performance Outcome | Payout Percentage | Weighted Payout | | | | 50% | 100% | 200% | | | | | Pretax Adjusted Operating Earnings(2) | 60% | $924m | $1,155m | $1,386m | $1,238m | 135.9% | 81.5% | | Controllable Costs(3) | 20% | $837m | $761m | $685m | $714m | 161.8% | 32.4% | | Key Strategic Objectives(4) | 20% | See description above | | | Above Target | 144.4% | 28.9% | | Cumulative Payout Percentage | | | | | | | 142.8% |

  59. 2023 Annual Bonus Performance Metric Results

    (1) If the performance outcome is below the threshold level for a performance measure, then there is a 0% payout for such measure. If the performance outcome for a performance measure is between the threshold and target levels, or the target and maximum levels, then straight-line interpolation is used to determine the payout percentage. (2) Please see Appendix A for the reconciliation of “Pretax Adjusted Operating Earnings” to the most comparable U.S. GAAP measure, and the adjustments made to “Pretax Adjusted Operating Income” pursuant to the terms of the annual bonus program. (3) Please see Appendix A for the reconciliation of “Controllable Costs” and the adjustments made to “Controllable Costs” pursuant to the terms of the annual bonus program. (4) The Compensation Committee determined that management exceeded the Key Strategic Objectives noting among other items, that: –Balance Sheet Health: RBC at December 31, 2023 was 624%, well above the upper end of the targeted range, and the establishment of Brooke Re was a substantial accomplishment to help better position Jackson for future success as we seek to optimize our future hedging, stabilize capital generation, and produce more predictable financial results going forward. Management continued to exhibit a strong risk culture and appropriate behaviors, proactively identifying, escalating, reporting, and informing the board on key issues. –Distribution Partners and Channels: Continued solid growth in new advisors — including new relationships, expansion of existing relationships across additional products, and re-engagement of past advisors — along with continued growth in RILA as a core product. –ESG: Substantially exceeded goals focused on several areas, including: training on inclusive behavior, teamwork, and collaboration; supporting the communities within which we work and live through volunteerism; and reducing our impact on the environment through measures such as the generation of renewable energy. PPM 2023 Bonus Pool. Mr. Smith also participated in the PPM 2023 Bonus Pool (the “PPM Bonus Pool”), approved by the Compensation Committee for PPM associates. In 2023, 90% of the PPM Bonus Pool was funded based on investment criteria delivered for each of PPM’s clients. For some clients, the assessment was based primarily on one- and three-year performance of funds against their respective benchmarks or peer groups; for others, it was a combination of investment performance and other measures, such as purchase spreads or credit losses. Each client also had the opportunity to assess a discretionary element to address issues like client service, compliance, and similar factors. The remaining 10% of the PPM Bonus Pool was funded based on a qualitative assessment of PPM’s achievement of fundamental financial and productivity goals relating to external distribution, successful execution of Collateralized Loan Obligation (“CLO”) business and managing expenses. Based on 2023 performance, the PPM Bonus Pool was funded at 124.7% of the target funding amount.

  60. Annual Bonus Payout Amounts for Fiscal Year 2023

    Annual Bonus Payout Amounts for Fiscal Year 2023

  61. Annual Bonus Payout Amounts for Fiscal Year 2023

    | 2023 BASE SALARYX | ANNUAL BONUS TARGETX | APPROVED PAYOUT PERCENT | = | ANNUAL BONUS AMOUNT |

  62. Annual Bonus Payout Amounts for Fiscal Year 2023

    To receive an annual bonus, an NEO must remain employed by the Company through the payment date, except in cases of termination due to death, disability or qualifying retirement (each as defined in the Jackson OIP), in which case the NEO will be paid a pro-rated bonus based on the portion of the performance year worked. The Compensation Committee, in its discretion, may vary individual bonus percentage payouts based on an individual NEO’s performance. For 2023, the Compensation Committee determined that it was appropriate to award a cash bonus based on the full bonus pool funding level of 142.8% for Mr. Smith, Mr. Romine and Ms. Chelko. In addition, the Compensation Committee approved a bonus award at 175.0% of target for Ms. Prieskorn and 160.7% of target for

  63. Annual Bonus Payout Amounts for Fiscal Year 2023

    | | 2024 PROXY STATEMENT | 51 |

  64. Annual Bonus Payout Amounts for Fiscal Year 2023

    Ms. Wadsten in consideration of their extraordinary performance in the formation of Brooke Life Reinsurance Company and achievement of the Company’s strategic goals in 2023. The table below sets forth the 2023 target bonuses and actual bonus amounts earned for each of our NEOs. The cash bonuses earned by these NEOs are reflected in the “Non-Equity Incentive Compensation” column of our 2023 Summary Compensation Table.

  65. Annual Bonus Payout Amounts for Fiscal Year 2023

    | | 2023 SHORT-TERM INCENTIVE PROGRAM AWARDS | | | | NAMED EXECUTIVE OFFICER | Target Bonus | Approved Payout as Percentage of Target | Actual Bonus Amount | | Laura L. Prieskorn | $2,000,000 (200% of Base Salary) | 175.0% | $3,500,000 | | Marcia L. Wadsten | $1,400,000 (175% of Base Salary) | 160.7% | $2,250,000 | | Craig D. Smith | $1,566,000 (165% of Base Salary for Jackson) (125% of Base Salary for PPM) | 135.0% (142.8% for Jackson) (124.7% for PPM) | $2,114,100 | | Scott E. Romine | $975,000 (150% of Base Salary) | 142.8% | $1,392,300 | | Carrie L. Chelko | $765,000 (150% of Base Salary) | 142.8% | $1,092,400 |

  66. Long-Term Incentive Awards Granted in 2023

    Long-Term Incentive Awards Granted in 2023 Our LTI program is designed to incentivize the delivery of longer-term business goals, sustainable long-term returns for shareholders, and strategic priorities. In line with our pay-for-performance philosophy, LTI compensation forms a significant part of the compensation package for each of our NEOs. The LTI program also serves as a key tool for attracting and retaining senior-level talent and rewards participants based on longer-term business outcomes to align our NEOs’ interests with the interests of our shareholders. Each NEO was granted an award of performance share units (“PSUs”) and restricted share units (“RSUs”) on March 10, 2023 (the “2023 Grant Date”) under our LTI program. Each NEO’s aggregate target LTI award for 2023 was granted 60% in the form of PSUs and 40% in the form of RSUs. The number of units granted to each NEO was determined by dividing the dollar value of the NEO’s target award by the average closing price of the Company’s common stock for the 10-trading day period immediately prior to the 2023 Grant Date. Any PSUs and RSUs that vest will be settled in shares of the Company’s common stock. To further strengthen the alignment of executives’ interests with those of long-term shareholders, all equity awards are subject to our Compensation Clawback Policy, stock ownership guidelines and our JFI Insider Trading Policy. 2023 PSU Awards. The 2023 PSUs may be earned based on the Company’s achievement of certain financial performance measures over a three-year performance period commencing on January 1, 2023 and ending on December 31, 2025. PSUs may vest between 0% and 200% of the target award based on the level of achievement of the performance measures. The performance measures used for the PSUs focus on critical financial measures and provide a balance between cash flow generation and return on equity. The performance measures are as follows: • Generation of Net Cash Flow Available to JFI (60%), which supports facilitation of debt repayment and shareholder capital return; and • Adjusted Operating ROE Attributable to Common Shareholders (“Adjusted Operating ROE”) (40%), which helps ensure strong underlying financial performance of the business. In connection with its annual review of our LTI program, in consideration of shareholder feedback and upon the advice of its independent compensation consultant, the Compensation Committee added a relative total shareholder return (“rTSR”) modifier to the 2023 PSU awards. The inclusion of rTSR in determining performance for the 2023 PSU awards further supports shareholder alignment and is consistent with the design of most peer company LTI programs. Pursuant to the rTSR modifier, the Company’s share price performance will be assessed over the three-year performance period compared against the performance of the S&P Insurance Select Industry Index, an industry peer group. As indicated

  67. Long-Term Incentive Awards Granted in 2023

    | 52 | 2024 PROXY STATEMENT | |

  68. Long-Term Incentive Awards Granted in 2023

    in the schedule shown below, the modifier will be applied to the vesting result otherwise achieved under Generation of Net Cash Flow Available to JFI and Adjusted Operating ROE metrics. However, the maximum number of PSUs that can be earned cannot exceed the maximum target of 200%, regardless of the rTSR modifier.

  69. Long-Term Incentive Awards Granted in 2023

    | rTSR Modifier(1) | | | Performance Quartile | Payout Modifier | | Top Quartile | 120% | | 2nd and 3rd Quartiles | 100% | | Bottom Quartile | 80% |

  70. Long-Term Incentive Awards Granted in 2023

    The weighting and the threshold, target, and maximum performance goals for each of the two performance measures are set forth in the following table.

  71. Long-Term Incentive Awards Granted in 2023

    | 2023-2025 GOALS(1) | | | | | | Performance Measure | Weighting | Threshold (50% Payout) | Target (100%Payout) | Maximum (200% Payout) | | Generation of Net Cash Flow Available to JFI(2) | 60% | $2,949m | $4,449m | $5,949m | | Adjusted Operating ROE(2) | 40% | 12.0% | 15.0% | 18.0% |

  72. Long-Term Incentive Awards Granted in 2023

    (1) If performance is below the threshold level for a performance measure, then the payout percentage will be 0% for that measure. If performance is achieved between the threshold and target levels, or between the target and maximum levels, then the payout percentage will be determined by straight-line interpolation. (2) This is a non-GAAP measure. See Appendix A for reconciliation to the most directly comparable financial measure or measures calculated and presented in accordance with U.S. GAAP. Any PSUs that become earned based on the achievement of the performance measures will vest on March 10, 2026. The table below sets forth the target number of PSUs granted to each NEO in 2023 under our LTI program and the value of such PSUs based on a grant date fair value of $43.90, using a Monte Carlo valuation model.

  73. Long-Term Incentive Awards Granted in 2023

    | NEO | PSUs (#) | GRANT DATE FAIR VALUE ($) | | Laura L. Prieskorn | 89,717 | 3,938,576 | | Marcia L. Wadsten | 33,126 | 1,454,231 | | Craig D. Smith | 31,193 | 1,369,373 | | Scott E. Romine | 23,464 | 1,030,070 | | Carrie L. Chelko | 15,873 | 696,825 |

  74. Long-Term Incentive Awards Granted in 2023

    2023 RSU Awards. The RSUs granted in 2023 will vest in equal tranches on the first, second and third anniversaries of the 2023 Grant Date. The table below sets forth the number of RSUs granted to each NEO in 2023 under our LTI program and the value of such RSUs based on closing price of the Company’s common stock on the 2023 Grant Date of $40.02.

  75. Long-Term Incentive Awards Granted in 2023

    | NEO | RSUs (#) | GRANT DATE FAIR VALUE ($) | | Laura L. Prieskorn | 59,811 | 2,393,636 | | Marcia L. Wadsten | 22,084 | 883,802 | | Craig D. Smith | 20,795 | 832,216 | | Scott E. Romine | 15,642 | 625,993 | | Carrie L. Chelko | 10,582 | 423,492 |

  76. Long-Term Incentive Awards Granted in 2023

    If the Company declares and pays a cash dividend on its common shares, a dividend equivalent equal to the cash dividend will be credited on then outstanding PSU and RSU awards. That dividend equivalent will be deemed reinvested in additional PSUs or RSUs, as applicable, and will be subject to the same vesting and other terms and conditions as the underlying PSU or RSU awards. A dividend equivalent is not payable unless and until the related PSU or RSU award is paid. PSUs and RSUs vest subject to an NEO’s continued employment through the vesting date(s). The treatment of outstanding PSU and RSU awards upon an NEO’s termination and/or a change in control of the Company is described below in the “Potential Payments Upon Termination or Change in Control” section.

  77. Long-Term Incentive Awards Granted in 2023

    | | 2024 PROXY STATEMENT | 53 |

  78. Performance-Based LTI Awards Vested in 2023

    Performance-Based LTI Awards Vested in 2023 Award achievement for the 2021 PSU Awards. The 2021 PSU awards had a three-year performance period commencing on January 1, 2021 and ending on December 31, 2023. These PSUs may also vest between 0% and 200% of the target award based on the level of achievement of the performance measures. On February 1, 2024, the Compensation Committee met to review and certify the performance measures for the 2021 PSU awards. The performance measures, certified achievement and vesting percentage are as described below. These awards vested on April 4, 2024, the thirty-month anniversary of the grant date. These awards were granted on October 4, 2021 at the time of our demerger with Prudential plc and had a thirty-month vesting period to closer align with vesting schedule for grants that were outstanding at the time of the demerger.

  79. Performance-Based LTI Awards Vested in 2023

    | 2021-2023 GOALS(1) | | | | | | | | | Performance Measure | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Certified Achievement | Vesting Percentage | Weighted Payout | | Generation of Net Cash Flow Available to JFI(2) | 60% | $1,559m | $2,059m | $2,559m | $1,934m | 88% | 53% | | Adjusted Operating ROE(2) | 40% | 15.0% | 18.7% | 22.4% | 17.5% | 84% | 34% | | Final Vesting Percent | | | | | | | 86% |

  80. Performance-Based LTI Awards Vested in 2023

    (1) If performance is below the threshold level for a performance measure, then the payout percentage will be 0% for that measure. If performance is achieved between the threshold and target levels, or between the target and maximum levels, then the payout percentage will be determined by straight-line interpolation. (2) This is a non-GAAP measure. See Appendix A for reconciliation to the most directly comparable financial measure or measures calculated and presented in accordance with U.S. GAAP. PPM Performance Incentive Award Plan. Prior to 2023, Mr. Smith also participated in the PPM Performance Incentive Award Plan (the “PIA”). The PIA is intended to further align individual compensation to the investment performance delivered to PPM clients. The 2020 PIA awards previously granted to Mr. Smith in 2020 vested in April 2023. The cash amount payable under this award ($410,469) is included in the “Non-Equity Incentive Compensation” column of our Summary Compensation Table. The amount was determined based on returns in the PPM Core Plus Fixed Income Fund, PPM High Yield Core Fund, and PPM Small Cap Value Fund (the latter of which no longer exists) managed by PPM during the three-year performance period, which represented a return of 26.3% on the original grant amount of $325,000 in 2020.

  81. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Jackson National Life Insurance Company Management Deferred Income Plan (“MDIP”). All NEOs are eligible to participate in the MDIP, an unfunded, non-qualified deferred compensation plan offered to a select group of management and highly compensated associates. Participation in the MDIP is voluntary and provides participants the opportunity to

  82. Nonqualified Deferred Compensation Plan

    | 54 | 2024 PROXY STATEMENT | |

  83. Nonqualified Deferred Compensation Plan

    defer income until a later date. Participants may elect to defer a portion of their salary and/or annual incentive bonus during an open enrollment period prior to the year in which the compensation is earned. Amounts deferred are credited to a bookkeeping account and are always 100% vested. A participant may direct the deemed investment of his or her account among the notional investment options available. A participant may elect to receive payment of deferred amounts upon termination of employment or after a specified calendar year. Payment options include a single lump sum or annual installments not to exceed 25 years. For more information on the Company’s deferred compensation plans, see the fiscal year 2023 Nonqualified Deferred Compensation table.

  84. Jackson Financial Inc. Severance Plan

    Jackson Financial Inc. Severance Plan All NEOs are eligible to participate in the Jackson Financial Inc. Severance Plan (“Severance Plan”). The Compensation Committee adopted the Severance Plan, effective as of November 7, 2022, to provide severance benefits to a select group of officers. The CEO’s eligibility to participate in the Severance Plan was approved on November 7, 2022 by the independent directors of the Board. The Severance Plan provides for a lump sum cash payment to a participant in the event of his or her employment termination by the Company without Cause or by the participant with Good Reason, each as defined in the Severance Plan. The participant’s receipt of that lump sum cash payment is conditioned upon the participant’s execution and non- revocation of a release of claims in favor of the Company. The amount of the lump sum cash payment for the NEO group in the event of a qualifying termination under the Severance Plan is calculated as: • for the CEO, a two times multiple of the “severance compensation basis”; and • for the other NEOs, a 1.5 multiple of the “severance compensation basis”. The “severance compensation basis” includes a participant’s annual base salary, target annual bonus for the year of termination and the amount required for 12 months of COBRA continuation coverage. The Severance Plan also provides

  85. Jackson Financial Inc. Severance Plan

    | | 2024 PROXY STATEMENT | 55 |

  86. Jackson Financial Inc. Severance Plan

    for the payment of a pro-rated annual bonus for the year in which the termination occurs and, if termination occurs before the annual bonus for the immediately prior year is paid, an earned annual bonus for that prior year. The payments are in addition to payments in respect of accrued rights, which include accrued but unpaid base salary, and benefits provided under the Company’s associate benefit plans upon a termination of employment. In the event of a termination for Cause, the Severance Plan provides for the payment of the accrued rights, but not a lump sum cash payment, a pro- rated annual bonus, or an earned annual bonus. If the participant holds outstanding LTI awards at termination, those awards are treated in the manner set forth in the relevant plan document and award agreement(s).

  87. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table and accompanying footnotes present important information regarding compensation for each of our NEOs. Additional information regarding the elements of compensation approved by the Compensation Committee are detailed in the Compensation Discussion and Analysis above.

  88. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL COMPENSATION ($) | | Laura L. Prieskorn Chief Executive Officer | 2023 | 1,000,000 | — | 6,332,212 | 3,500,000 | — | 143,110 | 10,975,322 | | | 2022 | 1,000,000 | — | 6,187,302 | 1,800,000 | 33,291 | 74,120 | 9,094,713 | | | 2021 | 768,846 | 268 | 5,299,800 | 8,220,000 | 42,855 | 122,406 | 14,454,175 | | Marcia L. Wadsten Executive Vice President & Chief Financial Officer | 2023 | 800,000 | — | 2,338,033 | 2,250,000 | — | 39,600 | 5,427,633 | | | 2022 | 800,000 | — | 2,231,444 | 1,260,000 | 67,589 | 36,600 | 4,395,633 | | | 2021 | 576,635 | 3,844 | 3,368,068 | 2,959,200 | 89,783 | 34,800 | 7,032,330 | | Craig D. Smith President Chief Executive Officer and Chief Investment Officer, PPM | 2023 | 537,693 | — | 2,201,589 | 2,524,569 | — | 42,050 | 5,305,901 | | | 2022 | 525,000 | — | 1,775,005 | 1,908,391 | — | 36,600 | 4,224,997 | | | 2021 | 450,000 | 224 | 1,337,297 | 2,536,505 | — | 34,800 | 4,358,826 | | Scott E. Romine President of Jackson National Life Distributors | 2023 | 650,000 | — | 1,656,063 | 1,392,300 | — | 49,062 | 3,747,425 | | | 2022 | 650,000 | 1,648 | 1,648,228 | 877,500 | 5,780 | 36,600 | 3,219,756 | | | 2021 | 358,654 | 247 | 1,579,847 | 1,435,500 | 6,507 | 34,800 | 3,415,555 | | Carrie L. Chelko Executive Vice President & General Counsel | 2023 | 500,769 | — | 1,120,317 | 1,092,400 | — | 49,199 | 2,762,685 |

  89. Summary Compensation Table

    (1) Amounts reported in this column reflect the actual amount of base salary paid to each NEO in that year. (2) Amounts in this column reflect the aggregate grant date fair value of stock awards granted in the applicable year calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”). See Note 18 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for assumptions used to determine the values of these awards. The amounts included in this column for PSUs granted in 2023 under the Company’s LTI program are calculated based on the achievement of the performance goals at target levels for such awards. If the highest level of performance is achieved, based on the grant date fair value of $43.90, using a Monte Carlo valuation, the maximum value for these PSUs as of the date of grant are:

  90. Summary Compensation Table

    | Laura L. Prieskorn | Marcia L. Wadsten | Craig D. Smith | Scott E. Romine | Carrie L. Chelko | | $7,877,152 | $2,908,462 | $2,738,746 | $2,060,140 | $1,393,650 |

  91. Summary Compensation Table

    (3) Amounts reported in this column reflect the amounts paid under the Company’s annual cash incentive plans for the 2023 performance year, and, for Mr. Smith, the PIA. More information regarding the terms of the annual cash incentive awards is summarized under “Compensation Discussion and Analysis — Short-Term Incentives for 2023,” and for the PIA, under the “Compensation Discussion and Analysis — Performance-Based LTI Awards Vested in 2023.” The amount reported for Mr. Smith reflects the amounts paid under the Jackson Annual Bonus Plan ($1,272,400), the PPM Bonus Pool ($841,700) and the PIA (his 2020 award, which vested at a final value of $410,469 on April 6, 2023). (4) No above-market earnings are reported for 2023 as the interest that would have been earned at 120% of the applicable federal long-term rates during 2023 was greater than the actual earnings during the period. The following table reflects 2023 amounts included as “All Other Compensation” for each NEO.

  92. Summary Compensation Table

    | 58 | 2024 PROXY STATEMENT | |

  93. Summary Compensation Table

    | NAME | 401(K) COMPANY CONTRIBUTION ($) | PERQUISITES(A) ($) | TOTAL OTHER COMPENSATION ($) | | Laura L. Prieskorn | 39,600 | 103,510 | 143,110 | | Marcia L. Wadsten | 39,600 | — | 39,600 | | Craig D. Smith | 39,600 | 2,450 | 42,050 | | Scott E. Romine | 39,600 | 9,462 | 49,062 | | Carrie L. Chelko | 39,600 | 9,599 | 49,199 |

  94. Summary Compensation Table

    For Ms. Prieskorn, $85,263 in perquisites relate to personal use of the corporate aircraft. We determined the aggregate incremental cost of the personal use of our corporate aircraft to include trip fuel expenses, maintenance labor and parts, landing fees, trip catering and crew expenses. Fuel, landing fees and catering are specific to the trip. Maintenance labor and parts are industry average and aircraft specific for each hour of operation. Crew expenses are based on a daily per diem. Because our aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage such as the salaries, benefits, and training of pilots and crew, purchase or lease costs of aircraft and other fixed costs. The additional perquisites for Ms. Prieskorn include $15,000 for financial planning / tax preparation and $3,247 for executive physicals. For Mr. Smith, $2,450 in perquisites relate to financial planning / tax preparation. For Mr. Romine, perquisites include $7,350 for financial planning / tax preparation and $2,112 for executive physicals. For Ms. Chelko, perquisites include $6,575 for financial planning / tax preparation and $3,024 for executive physicals.

  95. Summary Compensation Table

    | | 2024 PROXY STATEMENT | 59 |

  96. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table provides information regarding awards granted to the NEOs in the last fiscal year pursuant to the Jackson Annual Bonus Program, the PPM Bonus Pool and the Jackson OIP. Fractional shares have been rounded to the nearest whole share for purposes of this proxy statement.

  97. Grants of Plan-Based Awards for Fiscal Year 2023

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(2) | | AWARD | GRANT DATE(1) | APPROVAL DATE(1) | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Laura L. Prieskorn | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 1,000,000 | 2,000,000 | 4,000,000 | | | | | | | LTI RSUs(4) | 3/10/2023 | 3/9/2023 | | | | | | | 59,811 | 2,393,636 | | LTI PSUs(5) | 3/10/2023 | 3/9/2023 | | | | 44,859 | 89,717 | 179,434 | | 3,938,576 | | Marcia L. Wadsten | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 700,000 | 1,400,000 | 2,800,000 | | | | | | | LTI RSUs(4) | 3/10/2023 | 3/9/2023 | | | | | | | 22,084 | 883,802 | | LTI PSUs(5) | 3/10/2023 | 3/9/2023 | | | | 16,563 | 33,126 | 66,252 | | 1,454,231 | | Craig D. Smith | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 783,000 | 1,566,000 | 3,132,000 | | | | | | | PPM Bonus Pool(6) | | | 337,500 | 675,000 | 1,012,500 | | | | | | | LTI RSUs(4) | 3/10/2023 | 3/9/2023 | | | | | | | 20,795 | 832,216 | | LTI PSUs(5) | 3/10/2023 | 3/9/2023 | | | | 15,597 | 31,193 | 62,386 | | 1,369,373 | | Scott E. Romine | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 487,500 | 975,000 | 1,950,000 | | | | | | | LTI RSUs(4) | 3/10/2023 | 3/9/2023 | | | | | | | 15,642 | 625,993 | | LTI PSUs(5) | 3/10/2023 | 3/9/2023 | | | | 11,732 | 23,464 | 46,928 | | 1,030,070 | | Carrie L. Chelko | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 382,500 | 765,000 | 1,530,000 | | | | | | | LTI RSUs(4) | 3/10/2023 | 3/9/2023 | | | | | | | 10,582 | 423,492 | | LTI PSUs(5) | 3/10/2023 | 3/9/2023 | | | | 7,937 | 15,873 | 31,746 | | 696,825 |

  98. Grants of Plan-Based Awards for Fiscal Year 2023

    (1) The 2023 LTI awards of PSUs and RSUs under the Jackson OIP were approved by our Board for Ms. Prieskorn and by the Compensation Committee for the remaining NEOs on March 9, 2023 with a grant date of March 10, 2023. (2) The amounts in this column represent the aggregate grant date fair value of all equity-based awards granted to the NEOs in 2023 in accordance with ASC 718. The grant date fair value for RSUs was based on the closing price of the Company’s common stock on the grant date of $40.02. The grant date fair value for PSUs was $43.90, based on a Monte Carlo valuation model. (3) These amounts reflect the payout levels for the NEOs under the Jackson Annual Bonus Program based on the potential achievement of certain performance goals as discussed above in “Compensation Discussion and Analysis — Short-Term Incentives for 2023 — Jackson Annual Bonus Program.” For the actual amounts paid to the NEOs pursuant to the 2023 Jackson Annual Bonus Program, see the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. (4) RSUs granted under the Jackson OIP pursuant to our LTI program in 2023 will vest in three equal tranches on the first, second and third anniversaries of the grant date subject to each participant’s continued employment through the applicable vesting date. The number of shares of common stock received on settlement will be increased by an additional number of shares to reflect the dividends that would have been payable during the vesting period. PSUs granted under the Jackson OIP pursuant to our LTI program in 2023 will vest on March 10, 2026, after completion of the three-year performance period from January 1, 2023 to December 31, 2025, based on achievement of the performance goals described above in “Compensation Discussion and Analysis — Long-Term Incentives for 2023” and subject to each participant’s continued employment through the vesting date. PSUs may vest between 0% and 200% of the target award based on the achievement of the performance measures. If performance is below the threshold level for a performance measure, then the payout percentage will be 0% for that measure. If performance is achieved between the threshold and target levels, or between the target and maximum levels, then the payout percentage will be determined by straight-line interpolation between the

  99. Grants of Plan-Based Awards for Fiscal Year 2023

    | 60 | 2024 PROXY STATEMENT | |

  100. Grants of Plan-Based Awards for Fiscal Year 2023

    applicable levels. The number of shares of common stock received on settlement will be increased by an additional number of shares to reflect the dividends that would have been payable during the vesting period. These amounts reflect the payout levels for Mr. Smith under the PPM Bonus Pool based on the potential achievement of certain performance criteria as discussed above in “Compensation Discussion and Analysis — Short- Term Incentives for 2023 — PPM 2023 Bonus Pool.” For the actual amounts paid to Mr. Smith pursuant to the PPM Bonus Pool, see the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above.

  101. Grants of Plan-Based Awards for Fiscal Year 2023

    | | 2024 PROXY STATEMENT | 61 |

  102. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table sets forth outstanding equity grants for each NEO as of December 31, 2023, including grants from 2021, 2022 and 2023.

  103. Outstanding Equity Awards at Fiscal Year-End 2023

    | | STOCK AWARDS | | | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(1) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) | | NAME | (#) | ($) | (#) | ($) | | Laura L. Prieskorn | | | | | | 2021 LTI PSU Award(3) | | | 71,491 | 3,660,339 | | 2021 LTI RSU Award(4) | 17,870 | 914,944 | | | | 2022 LTI PSU Award(5) | | | 53,279 | 2,727,885 | | 2022 LTI RSU Award(6) | 45,824 | 2,346,189 | | | | 2023 LTI PSU Award(7) | | | 95,787 | 4,904,294 | | 2023 LTI RSU Award(8) | 61,859 | 3,167,181 | | | | Marcia L. Wadsten | | | | | | 2021 LTI PSU Award(3) | | | 44,683 | 2,287,770 | | 2021 LTI RSU Award(4) | 11,169 | 571,853 | | | | 2022 LTI PSU Award(5) | | | 19,215 | 983,808 | | 2022 LTI RSU Award(6) | 16,526 | 846,131 | | | | 2023 LTI PSU Award(7) | | | 35,367 | 1,810,790 | | 2023 LTI RSU Award(8) | 22,840 | 1,169,408 | | | | Craig D. Smith | | | | | | 2021 LTI PSU Award(3) | | | 29,044 | 1,487,053 | | 2021 LTI RSU Award(4) | 7,259 | 371,661 | | | | 2022 LTI PSU Award(5) | | | 15,285 | 782,592 | | 2022 LTI RSU Award(6) | 13,145 | 673,024 | | | | 2023 LTI PSU Award(7) | | | 33,303 | 1,705,114 | | 2023 LTI RSU Award(8) | 21,502 | 1,100,902 | | | | Scott E. Romine | | | | | | 2021 LTI PSU Award(3) | | | 15,639 | 800,717 | | 2021 LTI RSU Award(4) | 3,919 | 200,653 | | | | 2021 LTI PSU Award – December(9) | | | 12,148 | 621,978 | | 2021 LTI RSU Award – December(10) | 3,045 | 155,904 | | | | 2022 LTI PSU Award(5) | | | 14,193 | 726,682 | | 2022 LTI RSU Award(6) | 12,238 | 626,586 | | | | 2023 LTI PSU Award(7) | | | 25,051 | 1,282,611 | | 2023 LTI RSU Award(8) | 16,215 | 830,208 | | |

  104. Outstanding Equity Awards at Fiscal Year-End 2023

    | 62 | 2024 PROXY STATEMENT | |

  105. Outstanding Equity Awards at Fiscal Year-End 2023

    | | STOCK AWARDS | | | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(1) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) | | NAME | (#) | ($) | (#) | ($) | | Carrie L. Chelko | | | | | | 2021 LTI PSU Award(3) | | | 17,873 | 915,098 | | 2021 LTI RSU Award(4) | 6,781 | 347,187 | | | | 2022 LTI PSU Award(5) | | | 8,952 | 458,342 | | 2022 LTI RSU Award(6) | 7,958 | 407,450 | | | | 2023 LTI PSU Award(7) | | | 16,947 | 867,686 | | 2023 LTI RSU Award(8) | 11,298 | 578,458 | | |

  106. Outstanding Equity Awards at Fiscal Year-End 2023

    (1) The amounts in these columns represent the number of outstanding PSUs and RSUs, including dividend equivalents credited as of December 31, 2023. (2) The values in these columns were calculated by multiplying the number of RSUs/PSUs outstanding as of December 31, 2023 by $51.20, the closing price of the Company’s common stock on December 31, 2023. (3) The amounts in these rows reflect PSUs which were granted on October 4, 2021 under our LTI program. The performance period was January 1, 2021 through December 31, 2023. They were earned based on achievement of performance conditions during the performance period and vested on April 4, 2024. All 2021 PSUs are shown based on the number of PSUs outstanding on December 31, 2023, multiplied by the applicable vesting percentage based on the actual achievement of the performance conditions. (4) The amounts in these rows reflect RSUs which were granted on October 4, 2021 under our LTI program. The remaining unvested share units vested on April 4, 2024, except that 2,164 of Ms. Chelko’s share units vested on March 4, 2024. (5) The amounts in these rows reflect PSUs which were granted March 10, 2022 under our LTI program. The performance period is January 1, 2022 through December 31, 2024 with a vesting date of March 10, 2025. The number of PSUs shown is based on achievement at threshold performance level as the performance for these PSUs are below the threshold performance level through December 31, 2023. However, the amount of these awards that are paid out, if any, will depend on the actual performance over the full performance period. (6) The amounts in these rows reflect RSUs which were granted on March 10, 2022 under our LTI program. The second tranche vested on March 10, 2024. The remaining unvested share units will vest on March 10, 2025. (7) The amounts in these rows reflect PSUs which were granted March 10, 2023 under our LTI program. The performance period is January 1, 2023 through December 31, 2025 with a vesting date of March 10, 2026. The number of PSUs shown is based on achievement at target performance level as the performance for these PSUs are over threshold performance level through December 31, 2023. However, the amount of these awards that are paid out, if any, will depend on the actual performance over the full performance period. (8) The amounts in these rows reflect RSUs which were granted on March 10, 2023 under our LTI program. The first tranche vested on March 10, 2024. The remaining unvested share units will vest on March 10, 2025 and March 10, 2026. (9) The amounts in these rows reflect PSUs which were granted on December 27, 2021 under our LTI program. The performance period was January 1, 2021 through December 31, 2023. They were earned based on achievement of performance conditions during the performance period and will vest on June 27, 2024. All 2021 PSUs are shown based on the number of PSUs outstanding on December 31, 2023, multiplied by the applicable vesting percentage based on the actual achievement of the performance conditions. The amounts in these rows reflect RSUs which were granted on December 27, 2021. The remaining unvested share units will vest on June 27, 2024.

  107. Outstanding Equity Awards at Fiscal Year-End 2023

    | | 2024 PROXY STATEMENT | 63 |

  108. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the value received from stock awards vested during 2023.

  109. Option Exercises and Stock Vested

    | | STOCK AWARDS(1) | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Laura L. Prieskorn | 217,865 | 7,943,397 | | Marcia L. Wadsten | 163,495 | 5,913,052 | | Craig D. Smith | 81,789 | 2,965,053 | | Scott E. Romine | 61,779 | 2,292,256 | | Carrie L. Chelko | 20,045 | 833,409 |

  110. Option Exercises and Stock Vested

    (1) Includes dividend equivalents equal to dividends paid throughout the vesting period on the underlying RSU and PSU awards. The amount also reflects share units withheld on November 29, 2023 to cover employment taxes due on unvested grants of RSUs to comply with IRC tax-withholding regulations that apply to equity grants with qualifying retirement vesting provisions. (2) Amounts reported represent the total pre-tax value realized upon vesting, calculated as share units vested times the closing price of the Company’s common stock on the applicable vesting date (or the last NYSE trading day prior to the date vested).

  111. Fiscal Year 2023 Nonqualified Deferred Compensation Plan

    Fiscal Year 2023 Nonqualified Deferred Compensation Plan The following table provides information on deferrals made by our NEOs in 2023, as well as their aggregate plan balances in the MDIP. We do not make Company contributions to the MDIP.

  112. Fiscal Year 2023 Nonqualified Deferred Compensation Plan

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) | AGGREGATE EARNINGS IN LAST FISCAL YEAR(1) ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR END(2) ($) | | Laura L. Prieskorn | — | 93,501 | — | 2,207,408 | | Marcia L. Wadsten | — | 1,183,802 | 298,753 | 9,453,418 | | Craig D. Smith | — | — | — | — | | Scott E. Romine | — | 11,010 | 128,871 | 259,002 | | Carrie L. Chelko | 166,240 | 32,262 | — | 263,300 |

  113. Fiscal Year 2023 Nonqualified Deferred Compensation Plan

    (1) The amounts included in this column include the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the “Summary Compensation Table.” The following amounts included in the Aggregate Balance at Last Fiscal Year End column were reported as compensation in the “Summary Compensation Table” in prior years: Ms. Prieskorn — $76,146, Ms. Wadsten — $157,372, Mr. Smith — $0, Mr. Romine — $12,287.

  114. Fiscal Year 2023 Nonqualified Deferred Compensation Plan

    | 64 | 2024 PROXY STATEMENT | |

  115. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table shows the estimated potential payments to each NEO as if the NEO’s employment had been terminated or a qualifying change in control had occurred as of December 31, 2023. These estimated benefits are provided under the terms of the Severance Plan and the incentive plans as described below. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment or change in control and would vary from those listed below. The estimated amounts listed below are in addition to the amounts listed above in the “Fiscal Year 2023 Nonqualified Deferred Compensation Plan” table, as well as any retirement, welfare and other benefits that are available to our salaried associates generally.

  116. Potential Payments Upon Termination or Change in Control

    | | BASELINE CASH SEVERANCE(1) | PAYMENT OF ACCRUED BONUS | UNVESTED STOCK AWARDS | TOTAL | | NAME | ($) | ($)(2) | ($)(3) | ($) | | Laura L. Prieskorn | | | | | | Death | — | 2,856,000 | 21,043,566(4) | 23,899,566 | | Disability | — | 2,856,000 | 17,720,832(5) | 20,576,832 | | Involuntary Termination w/o Cause | 6,048,291 | 2,856,000 | 17,720,832(6) | 26,625,123 | | Resignation for Good Reason | 6,048,291 | 2,856,000 | 17,720,832(6) | 26,625,123 | | Qualifying Change in Control | — | — | 21,043,566(7) | 21,043,566 | | Qualifying Retirement | — | 2,856,000 | 17,720,832(6) | 20,576,832 | | Marcia L. Wadsten | | | | | | Death | — | 1,999,200 | 9,025,332(4) | 11,024,532 | | Disability | — | 1,999,200 | 7,669,760(5) | 9,668,960 | | Involuntary Termination w/o Cause | 3,323,770 | 1,999,200 | 7,669,760(6) | 12,992,730 | | Resignation for Good Reason | 3,323,770 | 1,999,200 | 7,669,760(6) | 12,992,730 | | Qualifying Change in Control | — | — | 9,025,332(7) | 9,025,332 | | Qualifying Retirement | — | 1,999,200 | 7,669,760(6) | 9,668,960 | | Craig D. Smith | | | | | | Death | — | 2,789,927 | 7,144,525(4) | 9,934,452 | | Disability | — | 2,789,927 | 6,120,346(5) | 8,910,273 | | Involuntary Termination w/o Cause | 3,195,564 | 2,114,100 | 6,120,346(6) | 11,430,010 | | Resignation for Good Reason | 3,195,564 | 2,114,100 | 6,120,346(6) | 11,430,010 | | Qualifying Change in Control | — | 675,827 | 7,144,525(7) | 7,820,352 | | Qualifying Retirement | — | 2,789,927 | 6,120,346(6) | 8,910,273 | | Scott E. Romine | | | | | | Death | — | 1,392,300 | 6,203,173(4) | 7,595,473 | | Disability | — | 1,392,300 | 5,245,338(5) | 6,637,638 | | Involuntary Termination w/o Cause | 2,473,687 | 1,392,300 | 5,245,338(6) | 9,111,324 | | Resignation for Good Reason | 2,473,687 | 1,392,300 | 5,245,338(6) | 9,111,324 | | Qualifying Change in Control | — | — | 6,203,173(7) | 6,203,173 | | Qualifying Retirement | — | 1,392,300 | 5,245,338(6) | 6,637,638 | | Carrie L. Chelko | | | | | | Death | — | 1,092,400 | 4,181,223(4) | 5,273,623 | | Disability | | 1,092,400 | 3,574,221(5) | 4,666,621 | | Involuntary Termination w/o Cause | 1,946,325 | 1,092,400 | 1,885,624(6) | 4,924,350 | | Resignation for Good Reason | 1,946,325 | 1,092,400 | 1,885,624(6) | 4,924,350 | | Qualifying Change in Control | — | — | 4,181,223(7) | 4,181,223 | | Qualifying Retirement | — | — | — (6) | — |

  117. Potential Payments Upon Termination or Change in Control

    | | 2024 PROXY STATEMENT | 65 |

  118. Potential Payments Upon Termination or Change in Control

    Represents the lump sum severance payment that the NEO would receive under the Severance Plan as a result of the indicated triggering event occurring on December 31, 2023, subject to the NEO executing and not revoking a release of claims in favor of the Company. A Disability for purposes of the Severance Plan means a “disability” as approved by the Company’s long term disability insurance carrier; provided that in the case of any amount paid under the Severance Plan that is subject to Internal Revenue Code Section 409A, Disability shall have the meaning set forth therein. (2) Represents accrued cash payments that would be earned by each NEO under the Company’s Severance Plan as a result of the indicated triggering event, except for death, occurring on December 31, 2023, which amounts are equivalent to the funded amounts based on the final results of the Company’s key performance indicators for the 2023 Jackson Annual Bonus Program. Upon death, the NEO would receive the target value of his or her 2023 annual bonus. For Mr. Smith, except in the case of an Involuntary Termination without Cause or Resignation for Good Reason, also includes the value of the accelerated vesting of the outstanding awards granted in 2021 and 2022 under the PIA, assuming a triggering event on December 31, 2023. (3) The value of the lapse of the service vesting condition for unvested equity awards is calculated by multiplying the estimated number of PSUs and RSUs for which the service vesting is accelerated by the closing market price of the Company’s shares on December 31, 2023, which was $51.20. See “Termination Provisions” for a description of the treatment of each of our outstanding equity awards in each termination scenario and see the footnotes below for a description of how we determined the estimated number of vested performance-based awards included in this column in each termination scenario. (4) For the 2021, 2022, and 2023 PSUs, the values at death are based upon target performance levels. (5) For the 2022 and 2023 PSUs, the values for disability reflect achievement of the threshold performance level over the entire performance period (which assumption is based on performance through December 31, 2023). For the 2021 PSUs, values for disability are based on the actual value of the PSUs earned for the 2021-2023 performance period. (6) With the exception of Ms. Chelko, all NEOs meet the age and service requirements to be eligible for qualifying retirement (as defined in the Jackson OIP) for the awards granted under our LTI program. Therefore, in the event of an involuntary termination without cause or resignation with good reason, the 2021, 2022, and 2023 LTI awards would be treated as if a qualifying retirement occurred, which permits the NEO to receive the full amount of the award over the full vesting period rather than pro-rata vesting upon a typical termination without cause. For an award to be eligible to vest under the qualifying retirement provisions, there must be at least six months between the grant date and the termination date. However, in the event of an involuntary termination without cause, the six- month minimum service requirement is waived. As of December 31, 2023, the six-month service condition for qualifying retirement has been satisfied for all LTI awards held by our NEOs. Ms. Chelko has not met the age and service requirements for a qualifying retirement and therefore no values are reported for the “Qualifying Retirement” row. Upon an involuntary termination without cause or resignation for good reason, LTI awards for Ms. Chelko would vest pro-rata based on the portion of the vesting period that elapsed prior to termination. For the 2021 PSUs, the table value in these rows represents the actual value of the PSUs earned for the 2021-2023 performance period. Values in these rows reflect achievement of the threshold performance level for the 2022 PSUs and the target performance level for the 2023 PSUs over the full performance period (which assumption is based on performance through December 31, 2023), pro-rated in the case of Ms. Chelko. While the Company does not have a change in control plan, the values reported are with respect to the accelerated vesting of outstanding unvested equity awards in the event of a qualifying change in control as defined in the Jackson OIP and assume that the awards are not assumed by the successor company in the change in control and that no substitute awards were granted. If the awards are assumed by the successor company and/or substitute awards are granted, no accelerated service vesting would occur without a qualifying termination.

  119. Potential Payments Upon Termination or Change in Control

    | 66 | 2024 PROXY STATEMENT | |

  120. Termination Provisions

    | CEO Pay Ratio |

  121. CEO Pay Ratio

    CEO Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, require companies to disclose certain information about the annual total compensation of our “median employee” and the annual total compensation of our CEO, Ms. Laura L. Prieskorn.

  122. Calculation of the Pay Ratio

    Calculation of the Pay Ratio Once we identified our median employee, we combined all the elements of such associate’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the total annual compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table presented in this proxy statement.

  123. Pay Ratio

    Pay Ratio For 2023, our last completed fiscal year: • The annual total compensation of our median employee was $83,989; and • The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this proxy statement, was $10,975,322. Based on this information, for 2023 the ratio of the annual total compensation of our CEO to our median employee’s annual total compensation was 131 to 1. The above pay ratio and annual total compensation amount are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. We note that the ratio and total compensation amount may not be directly comparable to those of other companies because the methodologies and assumptions used to identify the median employee and determine that associate’s total compensation, the composition and location of the workforce, and other factors that may vary significantly among companies.

  124. Alternative Pay Ratio Disclosure

    Alternative Pay Ratio Disclosure We employ a large number of temporary, on call associates who generally work part-time hours on an as-needed basis. For 2023, our last completed fiscal year, excluding this temporary, on call population of approximately 800 associates in 2023: • The annual total compensation of our median employee was $121,028; and • The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this proxy statement, was $10,975,322. Based on this information, for 2023 the alternative ratio was 91 to 1.

  125. Alternative Pay Ratio Disclosure

    | | 2024 PROXY STATEMENT | 69 |

  126. Pay vs. Performance

    Pay vs. Performance Provided below is the Company’s “pay versus performance” disclosure as required by Item 402(v) of Regulation S-K for the years ending December 31, 2023, 2022 and 2021. The SEC-defined “Compensation Actually Paid” (“CAP”) data set forth in the table below, like total compensation disclosed in the Summary Compensation Table, does not reflect value actually realized by our executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor did it use net income or the total shareholder return of a peer group for purposes of determining incentive compensation for 2021 or 2022. In addition, a significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting years. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the Long-Term Incentive Awards Granted in 2023 section of our CD&A, our performance equity awards are subject to multi-year performance conditions tied to performance metrics and all of our equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest. Please refer to the CD&A for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance.

  127. Pay vs. Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO (Current)(1)(2) ($) | SUMMARY COMPENSATION TABLE TOTAL FOR CEO (Former)(1)(2) ($) | COMPENSATION ACTUALLY PAID TO CEO (Current)(3)(4) ($) | COMPENSATION ACTUALLY PAID TO CEO (Former)(3) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs(1)(2) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs(3)(4) ($) | TOTAL SHAREHOLDER RETURN(5) ($) | PEER GROUP TOTAL SHAREHOLDER RETURN(5) ($) | NET INCOME ATTRIBUTABLE TO JFI COMMON SHAREHOLDERS (in millions)(6) ($) | GENERATION OF NET CASH FLOW AVAILABLE TO JFI (in millions)(7) ($) | | 2023 | 10,975,322 | N/A | 17,295,316 | N/A | 4,310,911 | 6,304,782 | 226.00 | 127.55 | 899 | 582 | | 2022 | 9,094,713 | N/A | 5,599,466 | N/A | 4,999,825 | 3,069,991 | 143.75 | 113.34 | 6,186 | 622 | | 2021 | 14,454,175 | 23,748,559 | 20,073,657 | 16,838,202 | 6,816,506 | 7,994,202 | 162.50 | 109.16 | 3,417 | 155 |

  128. Pay vs. Performance

    (1) For each year shown, our CEO was Laura L. Prieskorn. In 2021, prior to our demerger from Prudential, Michael I. Falcon served as CEO until his separation on February 10, 2021, and Mr. Falcon is therefore included in the table as a former principal executive officer pursuant to SEC rules. In 2023, the additional NEOs were Marcia L. Wadsten, Craig D. Smith, Scott E. Romine and Carrie L. Chelko. In 2022, the additional NEOs were Marcia L. Wadsten, P. Chadwick Myers, Craig D. Smith and Scott E. Romine. In 2021, the additional NEOs were Marcia L. Wadsten, P. Chadwick Myers, Craig D. Smith, Scott E. Romine, Mark B. Mandich, Andrew J. Bowden, and Axel P. André. Mr. Bowden and Mr. André ceased employment with the Company on February 10, 2021, and Mr. Mandich ceased employment with the Company on May 1, 2021. Compensation and severance amounts in 2021 for Mr. Falcon, Mr. André, Mr. Bowden and Mr. Mandich were approved by the compensation committees of Prudential prior to the demerger. (2) The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table. See the footnotes to the Summary Compensation Table for further detail regarding the amounts in this column. This column is provided in accordance with Item 402(v) of Regulation S-K. CAP for our CEO, our former CEO and Average CAP for our other NEOs, including former NEOs. CAP is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Share Awards” column of the Summary Compensation Table for each year from the “Total” column of the Summary Compensation Table and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; and (v) subtracting, for any awards granted in any

  129. Pay vs. Performance

    | 70 | 2024 PROXY STATEMENT | |

  130. Pay vs. Performance

    prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year. The following tables reflect the adjustments made to Summary Compensation Table total compensation to compute CAP:

  131. Pay vs. Performance

    | | 2023 | | | | CEO ($) | Average Other NEOs ($) | | SUMMARY COMPENSATION TABLE TOTAL COMPENSATION(A)(B) | 10,975,322 | 4,310,911 | | Minus Summary Compensation Table Stock Awards Value | 6,332,212 | 1,829,001 | | Plus Value of Unvested Equity Awards Granted in Applicable Year | 8,687,377 | 2,514,216 | | Plus Change in Value from Prior Year of Unvested Equity Awards | 3,358,600 | 1,084,556 | | Plus Value of Equity Awards Granted and Vested in Applicable Year | 92,825 | 22,322 | | Plus Change in Value from Prior Year of Equity Awards Vested in Current Year | 513,405 | 201,778 | | Minus Value of Equity Awards that were Forfeited in Applicable Year | — | — | | Compensation Actually Paid | 17,295,316 | 6,304,782 |

  132. Pay vs. Performance

    (A) Jackson does not maintain an associate pension program and therefore does not include a line for pension adjustments in the reconciliation. (B) The fair value of unvested time-based share awards, as well as the fair value of all share-based awards upon vesting, is based upon the closing sales price for a share of JFI common stock on the NYSE for the applicable date of measurement. The fair value of unvested performance share awards is based upon the probable outcome of the applicable performance conditions at the time of measurement. (4) The amounts in these columns for 2022 have been revised from what was reported in our 2023 proxy statement to correct an inadvertent understatement in the values calculated for the “Change in Value from Prior Year of Equity Awards Vested in Current Year” for the 2019 Converted PLTIPS that vested in 2022. These amounts were understated by $197,731 for the CEO and $320,538 for the other NEOs. (5) Reflects the cumulative total shareholder return of the Company and the S&P Insurance Select Industry Index, which is an industry peer group reported in the performance graph included in the Company’s 2023 Annual Report on Form 10-K, for the periods ending on December 31, 2021, December 31, 2022 and December 31, 2023, assuming a $100 investment at the closing price on September 20, 2021 (the date that our Class A common stock commenced regular way trading on the NYSE), and the reinvestment of all dividends, where applicable. (6) We adopted Accounting Standards Update (“ASU”) 2018-12, “Targeted Improvements to the Accounting for Long- Duration Contracts” (“LDTI”), for our fiscal year beginning January 1, 2023, with a transition date of January 1, 2021. The adoption of the standard resulted in increases in net income attributable to Jackson Financial Inc. of $489 million and $234 million for the years ended December 31, 2022 and 2021, respectively, from the amounts reported prior to the adoption of LDTI. See Appendix A to this Proxy Statement for a reconciliation of Generation of Net Cash Flow Available to JFI to the most directly comparable financial measure or measures calculated and presented in accordance with U.S. GAAP. This financial performance measure may not be the most important financial measure each year and we may determine a different financial measure for future years.

  133. Pay vs. Performance

    | | 2024 PROXY STATEMENT | 71 |

  134. Pay vs. Performance

    The following graphs are provided to describe the relationship during 2021-2023 between the CAP to our CEO, our former CEO and the average CAP to our Non-CEO NEOs (each as set forth in the table above) to (i) the Company’s cumulative total shareholder return and the cumulative total shareholder return for the S&P Insurance Select Industry Index, (ii) our net income attributable to JFI common shareholders, and (iii) our Generation of Net Cash Flow Available to JFI (in each case as set forth in the table above). Please see the Compensation Discussion and Analysis section for more information regarding our compensation philosophy which is designed to pay for performance.

  135. Pay vs. Performance

    | 72 | 2024 PROXY STATEMENT | |

  136. Pay vs. Performance

    In the Company’s assessment, the following represents the five most important financial performance measures used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. The measures are not ranked: • Generation of Net Cash Flow Available to JFI* • Pre-Tax Adjusted Operating Earnings* • Controllable Costs* • Adjusted Operating ROE* • Relative Total Shareholder Return *Please see Appendix A for an explanation, or non-GAAP reconciliation, of this financial measure and adjustments thereto. The manner in which these financial performance measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our NEOs is described above in the “Compensation Discussion and Analysis” section.

  137. Pay vs. Performance

    | | 2024 PROXY STATEMENT | 73 |

  138. Pay vs. Performance

    | Proposal 4 — Update Our Exculpation Provision |

  139. Our Directors and Executive Officers

    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 2023 and through the date of this proxy statement.