Carrie Chelko
About Carrie Chelko
Carrie L. Chelko is Executive Vice President and General Counsel of Jackson Financial Inc. (JXN), serving since September 2021; she oversees Legal, Compliance, Corporate Communications & Responsibility, Shared Services & Operations (Legal), and added Government Relations in January 2024; she also served as Corporate Secretary from September 13, 2021 to August 2022 . She is 51 years old as of February 26, 2025 . Her pay-for-performance exposure is tied to Jackson’s STI metrics (pretax adjusted operating earnings, controllable costs, and key strategic objectives) and PSUs linked to Net Cash Flow to JFI and Adjusted Operating ROE with an rTSR modifier; in 2024, STI paid 134.1% of target on $1,815m pretax adjusted operating earnings, $735m controllable costs, and target KSO delivery .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fidelity Investments, Personal Investing | Senior Vice President & Chief Compliance Officer | Apr 2020 – Aug 2021 | Led compliance for a major retail investing franchise; strengthened regulatory oversight |
| Lincoln Financial Group | Senior Vice President & Chief Counsel | May 2013 – Mar 2020 | Guided legal strategy across insurance/financial services operations |
| Jackson Financial Inc. | Corporate Secretary | Sep 13, 2021 – Aug 2022 | Supported governance and board processes during public company transition |
External Roles
- No external board roles disclosed for Ms. Chelko in JXN filings reviewed.
Fixed Compensation
Summary Compensation (multi-year):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary Paid ($) | $500,769 | $560,769 |
| Stock Awards ($) | $1,120,317 | $1,556,935 |
| Non-Equity Incentive Compensation ($) | $1,092,400 | $1,146,600 |
| All Other Compensation ($) | $49,199 | $58,487 |
| Total Compensation ($) | $2,762,685 | $3,322,791 |
Base Salary (as of year-end 2024): $570,000 .
Perquisites: In 2024, All Other Compensation included $41,400 401(k) company contribution and $17,087 in perquisites (including financial planning/tax prep reimbursement and personal use of corporate aircraft) . Company does not provide tax gross-ups for personal aircraft use .
Performance Compensation
Short-Term Incentive (STI) awards:
| Item | 2023 | 2024 |
|---|---|---|
| Target Bonus | $765,000 (150% of base salary) | $855,000 (150% of base salary) |
| Approved Payout % of Target | 142.8% | 134.1% |
| Actual Bonus Paid ($) | $1,092,400 | $1,146,600 |
2024 STI metric results:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Pretax Adjusted Operating Earnings | 60% | $1,357m | $1,696m | $2,035m | $1,815m | 135.1% | 81.0% |
| Controllable Costs | 20% | $847m | $770m | $693m | $735m | 145.5% | 29.1% |
| Key Strategic Objectives | 20% | Goals described | Goals described | Goals described | Target | 120.0% | 24.0% |
| Cumulative Payout | — | — | — | — | — | — | 134.1% |
Long-Term Incentive (PSUs) – performance structure:
| PSU Cycle | Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|---|
| 2024–2026 | Net Cash Flow to JFI | 50% | $1,225m | $2,449m | $3,674m |
| 2024–2026 | Adjusted Operating ROE | 50% | 11.1% | 13.9% | 16.7% |
| 2023–2025 | Generation of Net Cash Flow Available to JFI | 60% | $2,949m | $4,449m | $5,949m |
| 2023–2025 | Adjusted Operating ROE | 40% | 12.0% | 15.0% | 18.0% |
rTSR modifier (S&P Insurance Select Industry Index peer set): Top quartile 120%, 2nd/3rd quartiles 100%, bottom quartile 80% (capped at 200% total) .
LTI grants (shares and grant date fair values):
| Award Year | RSUs (#) | RSU Value ($) | PSUs (#) | PSU Value ($) |
|---|---|---|---|---|
| 2023 | 10,582 | $423,492 | 15,873 | $696,825 |
| 2024 | 10,019 | $599,437 | 15,029 | $957,498 |
Vesting schedules:
| Award | Vesting |
|---|---|
| 2023 RSUs | Equal tranches on 1st, 2nd, 3rd anniversaries of Mar 10, 2023 |
| 2023 PSUs | Vest Mar 10, 2026 (performance 2023–2025) |
| 2024 RSUs | Equal tranches on 1st, 2nd, 3rd anniversaries of Mar 10, 2024 (dividend equivalents accrue) |
| 2024 PSUs | Vest Mar 10, 2027 (performance 2024–2026; dividend equivalents accrue) |
| 2022 RSUs/PSUs | RSU final tranche vested Mar 10, 2025; PSUs earned for 2022–2024 and vested Mar 10, 2025 |
Stock vested in 2023:
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Carrie L. Chelko | 20,045 | $833,409 |
Equity Ownership & Alignment
Beneficial ownership (as of April 8, 2025):
| Owner | Common Shares | Shares Acquirable Within 60 Days | % of Common Shares |
|---|---|---|---|
| Carrie L. Chelko | 56,709.85 | 0 | * |
Outstanding awards (as of Dec 31, 2024; market price $87.08):
| Award | Unvested/Unearned Units (#) | Market/Payout Value ($) |
|---|---|---|
| 2022 LTI RSU Award | 4,125 | $359,205 |
| 2022 LTI PSU Award | 18,520 (earned, vested Mar 10, 2025) | $1,612,722 |
| 2023 LTI RSU Award | 7,807 | $679,834 |
| 2023 LTI PSU Award | 35,130 (shown at maximum performance level through Dec 31, 2024; vest Mar 10, 2026) | $3,059,120 |
| 2024 LTI RSU Award | 10,384 | $904,239 |
| 2024 LTI PSU Award | 31,154 (shown at maximum performance level through Dec 31, 2024; vest Mar 10, 2027) | $2,712,890 |
Ownership policy and pledging/hedging:
- Executive stock ownership guideline: Executive Committee members must hold 4× annual base salary; all NEOs in compliance .
- Hedging and pledging prohibited; no directors or executive officers have hedged or pledged their shares .
Deferred compensation (MDIP):
| Name | Executive Contributions (2023) | Aggregate Earnings (2023) | Aggregate Balance at 12/31/2023 |
|---|---|---|---|
| Carrie L. Chelko | $166,240 | $32,262 | $263,300 |
Employment Terms
| Provision | Detail |
|---|---|
| Severance Plan Multiple | 1.5× “severance compensation basis” (CEO: 2×) |
| Severance Compensation Basis | Includes annual base salary, target annual bonus for year of termination, and 12 months of COBRA costs |
| Bonus Treatment at Termination | Pro‑rated current-year bonus; earned prior-year bonus if unpaid at termination (subject to release) |
| Change in Control Equity | If awards are assumed and a qualifying termination within 24 months occurs, unvested equity vests; if awards not assumed, all unvested vest at change in control; no single-trigger cash severance plan; equity terms per OIP |
| Qualifying Retirement Status | Ms. Chelko does not meet age/service requirements; upon involuntary termination without cause or resignation for good reason, LTI awards vest pro‑rata |
| Clawback Policy | Recoupment for fraud/malfeasance/accounting restatement; expanded to breaches of law/conduct/misconduct; effective Dec 1, 2023 for incentive compensation received on/after Oct 2, 2023 |
| Insider Trading | Insider Trading Policy prohibits hedging and pledging; current version attached to 2024 10‑K; none hedged/pledged |
Potential Payments (illustrative, as of 12/31/2024 for Ms. Chelko):
| Scenario | Baseline Cash Severance ($) | Payment of Accrued Bonus ($) | Unvested Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Death | — | $1,146,600 | $6,445,208 | $7,591,808 |
| Disability | — | $1,146,600 | $9,328,010 | $10,474,610 |
| Involuntary Termination w/o Cause | $2,171,678 | $1,146,600 | $4,979,924 | $8,298,202 |
Investment Implications
- Alignment and risk: Chelko’s pay mix is predominantly variable, with STI and PSUs tied to profitability, cost control, ROE, and cash flow; 2024 STI paid 134.1%, evidencing operational performance leverage to her compensation . The PSU design includes a balanced 50/50 weighting between cash flow and ROE and an rTSR modifier, strengthening shareholder alignment and reducing volatility vs. prior design .
- Retention risk: She is not eligible for qualifying retirement; termination without cause would result in pro‑rata vesting of LTI rather than full vesting, which raises stickiness of equity and reduces near‑term exit incentives . The Severance Plan provides 1.5× cash severance plus pro‑rated bonus, a market-standard cushion rather than an unusually rich package .
- Insider selling pressure: Upcoming scheduled RSU tranches (Mar 10, 2025/2026/2027) and PSU vestings (Mar 10, 2026; Mar 10, 2027) could create mechanical selling windows; sizeable unearned PSUs for 2023 and 2024 at maximum trajectory through Dec 31, 2024 indicate potential future share delivery subject to final performance certification .
- Governance safeguards: Strong ownership requirements (4× salary) and prohibitions on hedging/pledging, combined with an expanded clawback, mitigate misalignment and excess risk-taking; say‑on‑pay support was nearly 98% in 2024, signaling broad investor acceptance of the compensation framework .