Derek Kirkland
Director at JXN
Board
About Derek G. Kirkland
Independent director of Jackson Financial Inc. since September 2021; age 67. Former Vice Chair/Managing Director/Advisory Director at Morgan Stanley with a 30+ year career focused on insurance, retired April 2020. Education: MPP (Harvard Kennedy School) and AB in History (Princeton). Board skills include finance and capital markets, M&A, corporate governance, and insurance sector expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Vice Chair of Investment Banking; Managing Director; Advisory Director | ~30+ years; retired April 2020 | Senior investment banking leadership focused on insurance; deep M&A and capital markets experience supporting board oversight of capital allocation and strategy |
| Harvard University (M-R Center, Kennedy School) | Senior Fellow | 2015–2016 | Public policy fellowship; contributes strategic perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Third Way | Trustee | 2006–present | Non-profit governance; no JXN-related interlock disclosed |
Board Governance
- Committee assignments (no chair roles): Audit Committee; Finance & Risk Committee .
- Audit Committee structure: 10 meetings in 2024; responsibilities span financial reporting, controls, independent auditor oversight, compliance and ethics program. All Audit members are independent under SEC and NYSE rules .
- Board activity and engagement: Board met nine times in 2024; committees met 27 times; most committee meetings included executive sessions without management. Each current director attended at least 75% of applicable meetings and all directors attended the 2024 annual meeting .
- Independence: All nominees except the CEO are independent under NYSE standards; annual independence analysis performed .
- Governance practices: Hedging/pledging of company stock prohibited and none by directors; robust stock ownership guidelines; limits on outside public company boards (policy limit of three) .
Fixed Compensation
| Component | Structure/Terms | Amounts (2024 Service Year unless noted) |
|---|---|---|
| Annual Cash Retainer (Non-Employee Director) | Cash; director may elect equity in lieu | $125,000 |
| Committee Chair Fees | Cash; chairs only (no fees for membership) | Audit $35,000; Finance & Risk $35,000; Compensation $30,000; Nominating & Governance $20,000 |
| Annual Equity Retainer | RSUs (or restricted shares by election); intended value | $165,000 intended value; units determined at $76.95 10-day avg price before June 1, 2024 grant |
| Board Chair Compensation | Separate, for reference | Cash $270,000; equity intended $330,000 |
| Derek G. Kirkland – 2024 actuals | Mix of cash and equity | Fees earned/paid in cash: $174,630; Stock awards: $161,786; All other: $0; Total: $336,416 |
Vesting and settlement mechanics:
- Equity in lieu of cash retainer vests in equal quarterly installments post-grant; annual equity retainer cliff vests at the earlier of first anniversary or next annual meeting, subject to continued service; RSUs settle one-for-one in common stock upon director’s departure .
- Grant-date valuation: Annual RSU retainer valued using $75.46 stock price (June 1, 2024); intended value allocation determined at $76.95 10-day average for share counting .
Performance Compensation
Directors do not receive performance-based bonuses, PSUs, options, or incentive metrics; the compensation program emphasizes fixed cash and time-based RSUs.
| Performance Element | Applies to Directors? | 2024 Details |
|---|---|---|
| Target bonus % / Actual bonus | No | Not applicable; no director bonus disclosed |
| PSUs with TSR/financial metrics | No | Not applicable; director equity is RSUs or restricted shares |
| Stock options | No | No option awards disclosed for directors |
| Equity vesting tied to performance | No | Time-based vesting only (quarterly for equity-in-lieu; annual retainer cliff vest) |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock |
|---|---|---|---|
| Third Way | Non-profit | Trustee | None disclosed with JXN suppliers/customers; independence analysis did not identify material conflicts for Kirkland |
Note: The independence analysis identified immaterial ordinary-course relationships for other directors (e.g., Neuberger, BlackRock, ExxonMobil, OneMain), but the Company does not believe any director had a direct or indirect material interest in such relationships during 2024 through the proxy date .
Expertise & Qualifications
- Key skills: Finance and capital markets; M&A; corporate governance; business operations/strategic planning; insurance sector knowledge; human capital management .
Equity Ownership
| As of | Common Shares | Shares Acquirable within 60 Days | Percent of Shares Outstanding |
|---|---|---|---|
| April 8, 2025 (record date Mar 25, 2025) | 31,533.00 | 10,380.32 | * (<1%) |
Ownership detail:
- Trust/brokerage holdings (subset detail): 6,500 shares in The Kirkland Family Trust (DTD Mar 26, 2010) and 3,500 shares in MSSB C/F Derek Kirkland IRA .
- Unvested director RSUs: 3,032 units; market value $264,027 (valued at $87.08 close on Dec 31, 2024) .
- Ownership guidelines: Directors must hold ≥5x annual cash retainer within five years; all directors are in compliance .
- Hedging/pledging: Prohibited; no director hedging/pledging reported .
Unvested RSUs trend:
| Date | Units Not Vested | Market Value Basis |
|---|---|---|
| Dec 31, 2023 | 5,872 | $300,646 (at $51.20 close) |
| Dec 31, 2024 | 3,032 | $264,027 (at $87.08 close) |
Governance Assessment
- Board effectiveness and risk oversight: Service on Audit and Finance & Risk aligns skills with core risks (financial reporting, capital allocation, ALM, cybersecurity oversight). Audit Committee independence affirmed; committee met 10 times in 2024 and issued its report recommending inclusion of audited financials in the 10-K .
- Independence and conflicts: Kirkland is independent; company-wide independence analysis found no material related-party interests for directors during 2024; ordinary-course transactions with affiliates of some directors deemed immaterial under NYSE standards .
- Compensation alignment: Director pay emphasizes equity to align with shareholder outcomes; ability to elect equity in lieu of cash; vesting schedules discourage short-termism. Use of Mercer as independent consultant; targeted, modest adjustment to committee chair fee (Compensation Committee chair from $25k to $30k effective June 1, 2024) supports market alignment without pay inflation red flags .
- Engagement and attendance: At least 75% attendance requirement met by all current directors; all attended the 2024 annual meeting; frequent meetings and executive sessions signal active oversight .
- RED FLAGS: None disclosed. No hedging/pledging; no related-party transactions for Kirkland; no option repricing; no loans; robust ownership guidelines with compliance reported .