Craig Smith
About Craig Smith
Craig D. Smith, age 57, is Executive Vice President of Jackson National Life Insurance Company and President, CEO and Chief Investment Officer of PPM America, Inc. (PPM) since January 2021; he is a Chartered Financial Analyst per Jackson’s 10-K executive officer disclosure . Under Jackson’s 2024 performance, Pretax Adjusted Operating Earnings were $1,678 million, net income was $902 million, and RBC ratio was 572%—with capital returned of $631 million; Jackson’s 2024 TSR ranked in the 94th percentile versus the S&P Insurance Select Industry Index, highlighting strong shareholder outcomes . Retail annuity sales reached $17.8 billion in 2024, up 39% year-over-year, supported by PPM’s investment management of the general account and third-party assets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PPM America, Inc. | President, CEO & CIO | Jan 2021 – present | Leads investment management across Jackson’s general account and third-party mandates; drives asset allocation and performance |
| PPM America, Inc. | Chief Investment Officer | 2018 – 2020 | Oversaw investment strategy; foundation for subsequent CEO/CIO role |
| Jackson National Life Insurance Company | Executive Vice President | Sep 2022 – present | Senior leadership of Jackson; interface to investment risk and capital strategy |
External Roles
- Not disclosed in the returned filings.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $525,000 | $537,693 | $540,000 |
Performance Compensation
2024 Short-Term Incentive (STI) – Jackson Annual Bonus Program
| Metric | Weight | Threshold | Target | Max | Performance Outcome | 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% | Qualitative | Qualitative | Qualitative | Achieved (Target) | 120.0% | 24.0% |
| Total Payout (Jackson Program) | — | — | — | — | — | — | 134.1% |
Craig Smith’s 2024 STI target was 165% of base salary under both the Jackson program and the PPM Bonus Pool; actual total STI earned was $2,285,400, reflecting 134.1% payout under Jackson metrics and 122.4% for PPM pool .
2024 PPM Bonus Pool (for PPM associates, half of Smith’s STI)
| Component | Weight | Notes | Payout |
|---|---|---|---|
| Manage Jackson general account performance | 40% | Investment performance mandate | 122.4% of target |
| Third-party assets performance | 30% | Growth/performance for external AUM | 122.4% of target |
| PPM controllable costs | 10% | Expense discipline | 122.4% of target |
| Key strategic objectives | 20% | Acquire/retain AUM, client service, ops excellence | 122.4% of target |
2024 Long-Term Incentive (LTI) – PSU/RSU Design
- Grants (March 10, 2024):
- RSUs: 17,534 units; grant date fair value $1,049,059
- PSUs (target): 26,301 units; grant date fair value $1,675,637
- RSU vesting: equal tranches on March 10, 2025, March 10, 2026, March 10, 2027
- PSU performance period: Jan 1, 2024 – Dec 31, 2026; vests March 10, 2027
- PSU metrics (enhanced in 2024): Net Cash Flow to JFI 50% (threshold $1,225m; target $2,449m; max $3,674m), Adjusted Operating ROE 50% (threshold 11.1%; target 13.9%; max 16.7%); rTSR modifier 80%–120% versus S&P Insurance Select Industry Index (cap 200%) .
| PSU Metric (2024–2026) | Weight | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) |
|---|---|---|---|---|
| Net Cash Flow to JFI | 50% | $1,225m | $2,449m | $3,674m |
| Adjusted Operating ROE | 50% | 11.1% | 13.9% | 16.7% |
| rTSR Modifier | — | Bottom quartile: 80% | 2nd/3rd quartiles: 100% | Top quartile: 120% |
Value realized on vesting during 2024 from previously granted stock awards: $3,290,991 (51,016 shares) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 106,253 common shares (<1% of outstanding) |
| Shares outstanding | 72,646,287 as of Feb 18, 2025 |
| Ownership % (computed) | ~0.15% (106,253 / 72,646,287) |
| Unvested awards at FY 2024 | See table below |
| Hedging/pledging | Prohibited for executive officers under Insider Trading Policy |
| Rule 10b5-1 plan | Adopted Nov 8, 2024 to sell up to 32,154 shares; scheduled trades Feb 24–Apr 7, 2025; terminated Apr 7, 2025 |
Outstanding Equity Awards at FY 2024 (market values use $87.08 close on Dec 31, 2024)
| Award Type | 2022 | 2023 | 2024 |
|---|---|---|---|
| PSUs (#) | 31,621 | 69,035 | 54,520 |
| PSUs Market Value ($) | $2,753,557 | $6,011,568 | $4,747,602 |
| RSUs (#) | 6,813 | 14,858 | 17,579 |
| RSUs Market Value ($) | $593,276 | $1,293,835 | $1,530,779 |
Stock Ownership Guidelines: Jackson indicates robust executive stock ownership guidelines; hedging and pledging are prohibited for directors and executive officers .
Employment Terms
Severance and Change-in-Control Economics
- Plan design: CEO at 2.0× severance compensation basis; other NEOs at 1.5× (includes base salary, target annual bonus, 12 months COBRA, plus pro-rated current-year bonus and prior-year bonus if unpaid) .
- Craig Smith estimated payments (as of Dec 31, 2024) :
| Termination Scenario | Baseline Cash Severance | Payment of Accrued Bonus | Unvested Stock Awards | Total |
|---|---|---|---|---|
| Death | — | $2,674,412 | $11,556,536 | $14,230,948 |
| Disability | — | $2,674,412 | $16,930,617 | $19,605,029 |
| Involuntary Termination (without Cause) | $3,520,400 | $2,285,400 | $16,930,617 | $22,736,417 |
| Resignation for Good Reason | $3,520,400 | $2,285,400 | $16,930,617 | $22,736,417 |
| Qualifying Change-in-Control | — | $389,012 | $11,556,536 | $11,945,548 |
| Qualifying Retirement | — | $2,674,412 | $16,930,617 | $19,605,029 |
Notes:
- RSU/PSU treatment upon termination/change-in-control follows Jackson OIP provisions; awards granted less than one year prior to a change-in-control or termination for any reason will lapse .
- No excise tax gross-ups; no single-trigger cash severance disclosed; clawback policy applies (restatements and misconduct) .
Clawback Policy
Compensation subject to recoupment for (i) accounting restatements over prior 3 fiscal years and (ii) misconduct causing material harm; recovery methods include reimbursement, cancelling awards, offsets, etc. Effective Dec 1, 2023 .
Insider Trading, 10b5-1 Procedures, Blackout Windows
Executives are Restricted Persons subject to pre-clearance, blackout windows, and approved Rule 10b5-1 plans; managed accounts and DRIPs subject to restrictions; standing/limit orders discouraged .
Retirement/Transition
Craig Smith notified intent to retire effective December 31, 2025; interim leadership of PPM to be provided by Chris Raub (President of JNLIC) post-retirement . Company press release furnished as Exhibit 99.1 .
Say-on-Pay & Compensation Peer Group
- 2024 say-on-pay support: nearly 98% of votes cast in favor, indicating strong shareholder alignment .
- 2024 compensation peer group includes: Ameriprise Financial, Brighthouse Financial, CNO Financial, Corebridge Financial, Equitable, Genworth Financial, Guardian Life, Lincoln National, Pacific Life, Principal Financial, Unum Group, Voya Financial .
Compensation Structure Analysis
- Mix: Heavy at-risk pay—STI and LTI dominate; base salary is smallest component, consistent with pay-for-performance .
- KPI recalibration: For PSUs, Net Cash Flow to JFI introduced (50% weight, down from 60% for predecessor metric) and Adjusted Operating ROE increased to 50% (from 40%), aiming to reduce volatility and tighten alignment to capital return .
- PPM bonus pool metrics recalibrated to strengthen alignment with Jackson’s growth and profitability goals .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—reduces misalignment risk .
- 10b5-1 plan activity: Scheduled sale of up to 32,154 shares during Feb–Apr 2025; plan terminated Apr 7, 2025—monitor potential selling pressure around vesting/payment dates .
- No excise tax gross-ups; no option repricing disclosed .
Equity Ownership & Alignment Table (additional detail)
| Item | FY 2024 |
|---|---|
| Value realized on vesting | $3,290,991 |
| Deferred comp plan participation (2024) | None for Craig Smith |
Investment Implications
- Pay-for-performance is robust: 2024 STI outcomes linked to profitability (Pretax AOE), cost control, and strategic goals; LTI metrics reweighted toward cash flow to JFI and AO ROE, with an rTSR modifier, reinforcing capital discipline and shareholder returns .
- Retention risk modest near-term: Significant unvested PSUs/RSUs across 2023–2024 cycles and retirement date set for Dec 31, 2025 suggest a structured transition runway; interim leadership announced, reducing operational disruption risk at PPM .
- Trading signals: 10b5-1 selling plan (now terminated) and annual March 10 vesting cycles (RSUs) can create periodic supply; monitor proximity of vest/settle dates to blackout windows and market conditions .
- Governance quality: Strong say-on-pay support (98%), prohibitions on hedging/pledging, and a comprehensive clawback framework lower governance risk; severance at 1.5× for NEOs appears market standard without gross-ups .