Jackson Financial Inc.

For the period ended May 23, 2024. Filed Apr 9, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 23, 2024 · Filed Apr 9, 2024

JXN$131.69-0.8%Stored close · as of Nov 6, 2026

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Contents

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.

NAME AND PRINCIPAL POSITION	YEAR	SALARY($)(1)	BONUS($)	STOCKAWARDS($)(2)	NON-EQUITYINCENTIVE PLANCOMPENSATION($)(3)	CHANGE INPENSION VALUEANDNONQUALIFIEDDEFERREDCOMPENSATIONEARNINGS($)(4)	ALL OTHERCOMPENSATION ($)(5)	TOTALCOMPENSATION($)
Laura L. PrieskornChief 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

(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:

	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

(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.

(5)

The following table reflects 2023 amounts included as “All Other Compensation” for each NEO.

	58				2024 PROXY STATEMENT

	Executive Compensation Tables

NAME	401(K) COMPANYCONTRIBUTION($)	PERQUISITES(A)($)	TOTAL OTHERCOMPENSATION($)
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

(A)

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.

			2024 PROXY STATEMENT				59

	Executive Compensation Tables

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