Jackson Financial Inc. Files Definitive Proxy Statement

Ticker: JXN-PA · Form: DEF 14A · Filed: Apr 9, 2024 · CIK: 1822993

Jackson Financial Inc. DEF 14A Filing Summary
FieldDetail
CompanyJackson Financial Inc. (JXN-PA)
Form TypeDEF 14A
Filed DateApr 9, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$1 billion, $464 million, $209 million, $255 million, $550
Sentimentbullish

Sentiment: bullish

Topics: Proxy Statement, Shareholder Returns, Capital Management, Reinsurance, Financial Performance

TL;DR

<b>Jackson Financial Inc. exceeded 2023 financial targets and established a new captive reinsurer to optimize future financial results.</b>

AI Summary

Jackson Financial Inc. (JXN-PA) filed a Proxy Statement (DEF 14A) with the SEC on April 9, 2024. Jackson Financial Inc. exceeded its 2023 financial targets for risk-based capital (RBC) ratio, holding company fixed expenses, and capital return to common shareholders. The company returned over $1 billion in capital to shareholders since becoming a public company in September 2021. Jackson Financial Inc.'s 2023 total shareholder return ranked in the 100th percentile compared to the S&P Insurance Select Industry Index. A captive reinsurer, Brooke Life Reinsurance Company ('Brooke Re'), was established and funded in January 2024, following regulatory approvals in late 2023. Brooke Re is expected to be self-sustaining and capital generative over the long-term, optimizing hedging and stabilizing capital generation for Jackson National Life Insurance Company (JNL).

Why It Matters

For investors and stakeholders tracking Jackson Financial Inc., this filing contains several important signals. The establishment of Brooke Re is a strategic move to improve hedging, stabilize capital generation, and achieve more predictable financial results for Jackson National Life Insurance Company. Exceeding key financial targets and achieving top-tier shareholder returns demonstrates the company's effective strategy and operational performance in a competitive market.

Risk Assessment

Risk Level: low — Jackson Financial Inc. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) with no new material adverse information, indicating a stable operational and financial outlook.

Analyst Insight

Shareholders should review the proposals in the proxy statement, particularly those related to director elections and executive compensation, to understand management's strategic direction and alignment.

Key Numbers

  • 100th percentile — Total Shareholder Return Rank (Jackson's 2023 total shareholder return compared to the S&P Insurance Select Industry Index.)
  • $1 billion — Capital Returned to Shareholders (Total capital returned since September 2021.)
  • 2023 — Year (Year for which financial targets were exceeded.)

Key Players & Entities

  • Jackson Financial Inc. (company) — Registrant and filer of the proxy statement.
  • Brooke Life Reinsurance Company (company) — Newly established captive reinsurer.
  • Jackson National Life Insurance Company (company) — Primary life insurance subsidiary.
  • S&P Insurance Select Industry Index (company) — Index used for performance comparison.
  • April 9, 2024 (date) — Date of the letter from the Independent Chairman.
  • $1 billion (dollar_amount) — Capital returned to shareholders since September 2021.
  • September 2021 (date) — Date Jackson Financial Inc. became an independent, public company.
  • January 2024 (date) — Month the captive reinsurer transaction was executed.

FAQ

When did Jackson Financial Inc. file this DEF 14A?

Jackson Financial Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 9, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Jackson Financial Inc. (JXN-PA).

Where can I read the original DEF 14A filing from Jackson Financial Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Jackson Financial Inc..

What are the key takeaways from Jackson Financial Inc.'s DEF 14A?

Jackson Financial Inc. filed this DEF 14A on April 9, 2024. Key takeaways: Jackson Financial Inc. exceeded its 2023 financial targets for risk-based capital (RBC) ratio, holding company fixed expenses, and capital return to common shareholders.. The company returned over $1 billion in capital to shareholders since becoming a public company in September 2021.. Jackson Financial Inc.'s 2023 total shareholder return ranked in the 100th percentile compared to the S&P Insurance Select Industry Index..

Is Jackson Financial Inc. a risky investment based on this filing?

Based on this DEF 14A, Jackson Financial Inc. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) with no new material adverse information, indicating a stable operational and financial outlook.

What should investors do after reading Jackson Financial Inc.'s DEF 14A?

Shareholders should review the proposals in the proxy statement, particularly those related to director elections and executive compensation, to understand management's strategic direction and alignment. The overall sentiment from this filing is bullish.

Key Dates

  • 2024-04-09: Filing Date — Definitive Proxy Statement filed.
  • 2024-05-23: Period of Report — Indicates the period the proxy statement pertains to.

Glossary

RBC ratio
Risk-based capital ratio, a measure of an insurer's financial strength. (Key financial target exceeded by Jackson Financial in 2023.)
Captive reinsurer
An insurance subsidiary created by a non-insurance parent company to insure its own risks. (Brooke Re, a new captive reinsurer, is expected to optimize hedging and financial results.)
Brooke Life Reinsurance Company
A captive reinsurer established by Jackson Financial. (Expected to provide long-term capital generation and financial stability.)
Jackson National Life Insurance Company
Jackson Financial's primary life insurance subsidiary. (Will benefit from the strategic initiatives of Brooke Re.)

Filing Stats: 4,263 words · 17 min read · ~14 pages · Grade level 17 · Accepted 2024-04-09 07:08:34

Key Financial Figures

  • $1 billion — hit a milestone by returning more than $1 billion in capital to shareholders since becomi
  • $464 million — o generate capital enabled us to return $464 million to common shareholders in 2023 through
  • $209 million — to common shareholders in 2023 through $209 million in dividends and $255 million in share
  • $255 million — 3 through $209 million in dividends and $255 million in share repurchases. The establishment
  • $550 — meet our 2024 capital return target of $550-$650 million, a more than 22% increase
  • $650 m — our 2024 capital return target of $550-$650 million, a more than 22% increase over th
  • $0.70 — we raised our first quarter dividend to $0.70 per common share, a 13% increase over t
  • $37.60 — ng at separation at an average price of $37.60 per common share. We maintained $301 mi
  • $301 million — $37.60 per common share. We maintained $301 million in share repurchase authorization at th
  • $899 — ) attributable to common shareholders $899 Pretax Adjusted Operating Earnings (1
  • $1,165 — retax Adjusted Operating Earnings (1) $1,165 Return on Equity ("ROE") attributable

Filing Documents

Executive Compensation

Executive Compensation 6 2023 Pay Mix 7 Our Corporate Responsibility: We Stand for Positive Change 9 Proposal 1—Election of Directors 11 Our Director Nominees 22 Corporate Governance 22 Areas of Focus for the Board 23 Corporate Governance Highlights 23 Building our Board of Directors 23 Director Criteria and Nominating Process 23 Director Qualifications and Diversity 24 Director Independence 24 Director Nominee Selection Process 25 Annual Election of Directors 25 Board Refreshment, Outside Commitments, Ongoing Education, and Assessment 25 Outside Commitments 26 Mandatory Retirement Age 26 Director Continuing Education 26 Board and Committee Annual Evaluations 27 Leadership Structure and Board Oversight 27 Independent Chair 27 Responsibilities of the Independent Chair 27 Board Oversight 27 Selected Areas of Board Oversight 27 Board Oversight of Strategy 28 Board Oversight of Talent, Succession Planning and other Human Capital Matters 28 Board Oversight of Risk 29 Selected Areas of Committee Oversight of Risk 30 Board Oversight of Corporate Responsibility 31 Board and Committee Meetings and Committee Responsibilities 31 Board and Committee Meetings 31 Attendance 31 Committee Structure and Composition 31 Our Board Committees 33 Engagement 33 Active Shareholder Engagement Informs Our Board 33 Shareholder Engagement 33 2023 Shareholder Engagement Program by the Numbers 33 2023 Fall Shareholder Engagement Spotlight 34 Communication with the Board 35 Non-Employee Director Compensation 35 2023 Annual Director Compensation 2024 PROXY STATEMENT TABLE OF CONTENTS 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

Security Ownership 38

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 39

Security Ownership of Directors and Management

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

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 2024 PROXY STATEMENT TABLE OF CONTENTS

Forward Looking Statements and Non-GAAP Financial Measures

Forward Looking Statements and Non-GAAP Financial Measures This proxy statement may contain "forward-looking statements," which generally may be identified by the use of words such as "anticipate," "estimate," "believe," "expect," "could," "forecast," "may," "intend," "plan," "predict," "project," "will," or "would," and similar words and phrases. Forward-looking statements should not be read as guarantees of future performance, are subject to assumptions, and are inherently susceptible to risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those statements. Our 2023 Annual Report on Form 10-K and other reports we file with the U.S. Securities and Exchange Commission, which are also available in the investor relations section of our website at investors.jackson.com/financials/sec-filings , include additional factors that could cause actual results and outcomes to differ materially from those reflected in those forward-looking statements. There can be no assurance that management's expectations, beliefs, projections or targets will be achieved or accomplished. Any forward-looking statements reflect our views and assumptions as of the date of this proxy statement, and we disclaim any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Certain financial data included in this proxy statement consists of non-GAAP (Generally Accepted Accounting Principles) financial measures. A reconciliation of the non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures can be found in the "Definitions and Non-GAAP Financial Measures" Appendix of this proxy statement. Certain financial data included in this proxy statement consists of statutory accounting principles financial measures. These measures are included in or derived from Jackson National Life Insurance Company's an

Executive Compensation

Executive Compensation Key objectives of our executive compensation program are the following: Pay for Performance A significant portion of compensation is at-risk and assessed based on preset goals that are aligned with our long-term strategy and drive increases in shareholder value Provide Competitive Target Total Direct Compensation Our compensation enables us to attract, motivate, and retain high-performing executives Executives' Interests Aligned with Shareholder Interests A significant portion of our NEOs' total direct compensation is delivered in the form of stock-based incentives Encourage Long-Term Decision-Making Our incentive compensation program consists of multi- year overlapping performance or restriction periods Reinforce Strong Risk Management We incentivize actions that create sustainable shareholder value and minimize excessive risk-taking Maintain Strong Governance Our strong governance includes rigorous plan design, goal setting, risk mitigation, and benchmarking 2023 Pay Mix What's new with our 2023 compensation program. Along with other enhancements described in detail in the "Compensation Discussion and Analysis" section, we included a relative total shareholder return metric in the 2023 long-term incentive program to further support the alignment of our executives' interests with shareholders' interests. We ask you to vote FOR the Advisory Vote to approve the compensation of the Named Executive Officers described in Proposal 3—Say-on-Pay below. Our NEOs include our president and chief executive officer ("CEO"), chief financial officer ("CFO"), and the three additional most highly paid, currently employed executive officers as listed in the Summary Compensation Table in the "Compensation Discussion and Analysis" section. 6 2024 PROXY STATEMENT TABLE OF CONTENTS Proxy Statement Summary Our Corporate Responsibility: We Stand for Positive Change Making choices for the future is an opportunity we take seriously.

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