Item 5. Other Information
Item 5. Other Information .
Adoption of JFI Severance Plan
On November 7, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the "Board") and the Board of Jackson Financial Inc. (the “Company”) adopted the Jackson Financial Inc. Severance Plan (“Plan”) to provide severance benefits for a group of management employees, including the Company's chief executive officer (the "CEO"), its chief financial officer ("CFO") and its other named executive officers. The Plan is effective as of November 7, 2022.
As it relates to the senior leadership team, the Plan provides for a lump sum cash payment to a participant in the event that participant's termination without cause by the Company or termination by that participant for good reason. The “senior leadership team” includes the CEO, the CFO and the other named executive officers, as well as other members of management at the same job grade. The lump sums are calculated, as follows:
a. for the CEO, a two times multiple of the “severance compensation basis”; and
b. for other members of the senior leadership team, a multiple ranging from 1.0 to 1.5 of the “severance compensation basis.”
The Plan also covers other members of management. For further information on that coverage, see the Plan, which is filed as an exhibit to this Report.
The “severance compensation basis” includes a participant’s annual base salary, target annual bonus for the year in which termination occurs, target annual production-related sales compensation (if any), and the amount required for 12 months of COBRA continuation coverage.
The Plan also provides for the payment of a pro-rated annual bonus for the year in which termination occurs, and if termination occurs before a bonus for the immediately prior year is paid, an earned annual bonus for that prior year. The participant’s receipt of the lump sum cash payment, prorated annual bonus, and, if applicable, earned annual bonus is subject to conditions, including that participant's compliance with non-compete and non-solicitation provisions in the severance agreement and that participant's execution and non-revocation of an acceptable release of claims in favor of the Company. The foregoing payments are in addition to payments in respect of "accrued rights," which include: accrued but unpaid base salary, earned but unpaid special compensation for periods employed in a special compensation-eligible role, and benefits provided under the Company’s employee benefit plans upon termination of employment.
In the event of termination due to death or disability, the Plan provides for payment to the participant of the accrued rights (but not the lump sum payment), a pro-rated annual bonus for the year in which death or disability occurs and an earned bonus, if death or disability occurs before a bonus for the immediately prior year is paid. I n the event of termination for cause, the Plan provides for payment of only the accrued rights (and not a lump sum cash payment, a pro-rated annual bonus, or an earned annual bonus), and the participant is ineligible to receive any other benefits in connection with such termination.
If a participant holds outstanding long-term incentive awards, those awards are treated in the manner set forth in the relevant plan document and award agreement.
The Committee may amend or terminate the Plan at any time and for any reason, subject to the requirement that six months’ prior notice be given to affected participants of any or amendment or termination that materially and adversely affects their rights.
This summary of the Plan is qualified in its entirety by reference to the Plan, which is filed as an exhibit to this Report and is incorporated herein by this reference.
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Item 6. Exhibits .
The following documents are filed as exhibits hereto:
Number Description
10.1*†
Jackson Financial Inc. Severance Plan .
31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
† Identifies each management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
JACKSON FINANCIAL INC.
(Registrant)
Date: November 10, 2022
By: /s/ Marcia Wadsten
Marcia Wadsten
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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