Business Context and Reporting Period
Jackson Financial Inc. filed a Form 8-K dated August 20, 2021, concerning planned board changes in connection with its expected demerger from Prudential plc on or about September 13, 2021. Jackson’s Class A common stock trades on the New York Stock Exchange under the symbol JXN.
Key Financial Metrics
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating and financial metrics.
Material Changes
- Michael Wells, Mark FitzPatrick, Adrian Parkes, James Turner, Marcia Wadsten, Bradley Harris, and Aimee DeCamillo submitted resignations as directors, effective upon completion of the Demerger.
- The filing states that the resignations were not due to disagreements with the Company, management, the Board, or any Board committee.
- Immediately following completion of the Demerger, the Board appointed Lily Fu Claffee, Gregory Durant, Derek Kirkland, Drew Lawton, Martin Lippert, Russell Noles, and Esta Stecher as directors. Steven Kandarian and Laura Prieskorn will continue as directors.
- The filing identifies the planned composition of the Audit, Nominating and Governance, Compensation, and Finance and Risk Committees following the Demerger.
Compensation, Outlook, and Contingencies
Jackson expects to adopt a non-employee director compensation program after the Demerger. The expected program includes an annual cash retainer of $125,000, an annual equity grant valued at $150,000, and committee-chair fees ranging from $20,000 to $35,000. Compensation will be prorated for partial years of service.
The appointments, resignations, committee assignments, compensation program, and indemnification arrangements are contingent on completion of the Demerger. The Company expects to enter into indemnification agreements with continuing and newly appointed directors effective upon completion of the Demerger. The filing reports no other related-party transactions under the cited provisions.
Important Facts to Verify
- Whether the Demerger was completed on or about September 13, 2021.
- Whether the planned director appointments, resignations, committee assignments, and indemnification agreements became effective.
- The final terms and actual cost of the non-employee director compensation program.
- Subsequent filings for any changes to the Board or committees following the Demerger.