JACKSON FINANCIAL INC CLASS A (JXN)
Sector: Financials
2026 Annual Meeting Analysis
JACKSON FINANCIAL INC CLASS A · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of nine directors to serve a one-year term
Independent director with relevant legal, regulatory, and financial services expertise; no overboarding concerns; attended at least 75% of meetings; TSR trigger does not apply as JXN's 3-year return of +218% outperforms the compensation peer group median by +156pp, well above the 65pp threshold for strong positive TSR.
Independent director and Audit Committee Chair with CPA credentials and deep financial reporting expertise; no overboarding concerns; attended at least 75% of meetings; TSR trigger does not apply given strong outperformance versus the peer group.
Independent Chair with nearly two decades of senior insurance and investment leadership experience; holds two public company board seats (JXN and ExxonMobil), which is within the policy limit for a non-CEO director; attended at least 75% of meetings; TSR trigger does not apply.
Independent director with deep insurance-sector investment banking experience; no overboarding concerns; attended at least 75% of meetings; TSR trigger does not apply given strong peer group outperformance.
Independent director with extensive annuity and investment management executive background; no overboarding concerns; attended at least 75% of meetings; TSR trigger does not apply.
Independent director with broad technology, operations, and risk management expertise in financial services; no overboarding concerns; attended at least 75% of meetings; TSR trigger does not apply.
Independent director and Finance and Risk Committee Chair with CPA credentials and extensive insurance audit and risk management experience; no overboarding concerns; attended at least 75% of meetings; TSR trigger does not apply.
CEO and executive director with over 30 years at Jackson; as an executive director she is subject to the same TSR trigger as independent directors, but the trigger does not apply given JXN's 3-year return of +218% outperforms the peer group median by +156pp, far exceeding the 65pp threshold; no other policy flags apply.
Independent director and Compensation Committee Chair with extensive Goldman Sachs executive and legal background; no overboarding concerns; attended at least 75% of meetings; TSR trigger does not apply.
All nine director nominees receive a FOR vote. JXN's 3-year total shareholder return of +218% outperforms the compensation peer group median by approximately +156 percentage points, which is well above the 65pp threshold applicable when absolute 3-year TSR exceeds +20%. No director has overboarding concerns, attendance deficiencies, familial relationships with management, or other disqualifying factors. The board discloses a skills matrix and all audit committee members have demonstrated financial expertise.
Say on Pay
✓ FORCEO
Laura L. Prieskorn
Total Comp
$11,478,687
Prior Support
94%%
CEO total compensation of approximately $11.5 million is consistent with market benchmarks for a CEO at a financial services company with a $7.3 billion market cap, and the program structure is sound — base salary of $1,150,000 represents a relatively small share of total pay with the large majority delivered in variable, performance-linked components. The company's 3-year total shareholder return of +218% dramatically outperforms the peer group median of +62%, meaning above-benchmark incentive pay is clearly justified by the exceptional shareholder experience. The prior say-on-pay vote received over 94% support, there is a robust clawback policy that goes beyond minimum SEC requirements, and no pay mix or governance red flags are present.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
27 yrs
Audit Fees
$8,940,665
Non-Audit Fees
$317,050
KPMG has served as Jackson's independent auditor continuously since 1999, a tenure of approximately 27 years, which exceeds the 25-year threshold in our policy. While the non-audit fee ratio is well within acceptable limits (audit-related fees of $255,500 plus all other fees of $61,550 total $317,050, which is only about 3.5% of audit fees of $8,940,665), the extended tenure raises independence concerns. The proxy does not provide a specific and compelling rationale for continued engagement beyond noting lead partner rotation practices, which is insufficient on its own to override the tenure trigger under our policy.
Overall Assessment
The 2026 Jackson Financial annual meeting presents three proposals: all nine director nominees receive FOR votes as JXN's exceptional 3-year stock performance (+218%, outperforming the peer median by +156 percentage points) eliminates any TSR-based governance concerns; the say-on-pay vote receives a FOR given strong pay-for-performance alignment and 94% prior-year support; however, KPMG's ratification receives an AGAINST vote solely because its 27-year continuous tenure exceeds our 25-year independence threshold, with no compelling proxy disclosure justifying the continued relationship.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing