Don Cummings
Executive Vice President and Chief Financial Officer at JXN
Executive
About Don Cummings
Executive Vice President and Chief Financial Officer of Jackson Financial Inc. since June 3, 2024, following service as SVP, Controller and Chief Accounting Officer since 2020. He brings nearly 40 years in financial services, including interim CFO of Fortitude Re and senior finance roles at AIG (Global Corporate Controller). He holds a BBA in Accounting from Morehead State University and is a Certified Public Accountant; age 60 as reported in 2024–2025 coverage . Pay-for-performance is central: 2024 short‑term incentives paid at 134.1% of target on pretax adjusted operating earnings, controllable costs and strategic objectives, and 2022–2024 PSUs vested at 99.8% based on Net Cash Flow to JFI and Adjusted Operating ROE; 2024–2026 LTI uses a 50%/50% split of Net Cash Flow to JFI and Adjusted Operating ROE with an rTSR modifier vs the S&P Insurance Select Industry Index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Jackson Financial Inc. | SVP, Controller & Chief Accounting Officer | 2020–2024 | Led public-company reporting/controls; prepared finance org for CFO transition |
| Fortitude Reinsurance Co. Ltd. | Interim Chief Financial Officer | 2019–2020 | Oversaw finance and ALM during transition period |
| American International Group, Inc. | Global Corporate Controller; senior finance roles | Prior to 2019 | Enterprise controllership and financial reporting leadership |
External Roles
- None disclosed (no public company directorships noted) .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base salary (paid) | $538,462 |
| Target bonus % | 175% post‑promotion (up from 150%) effective June 3, 2024 |
| Actual cash bonus paid | $1,208,500 |
| All other compensation (401k + perqs) | $80,138 (includes $41,400 401(k) company contribution; $38,738 perquisites) |
| Media‑reported CFO salary at promotion | $640,000 (company media coverage) |
Performance Compensation
2024 Annual Bonus – Metrics and Payout
| Metric | Weight | Threshold | Target | Maximum | 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 | $735m | 145.5% | 29.1% |
| Key Strategic Objectives | 20% | Qualitative | Qualitative | Qualitative | Target | 120.0% | 24.0% |
| Cumulative payout | 134.1% |
| Bonus detail | 2024 |
|---|---|
| Target bonus ($) | $901,202 (blended pre/post‑promotion targets) |
| Approved payout as % of target | 134.1% |
| Actual bonus amount ($) | $1,208,500 |
2024–2026 PSU Design and Targets
| Performance measure | Weight | Threshold (50%) | Target (100%) | Maximum (200%) |
|---|---|---|---|---|
| Net Cash Flow to JFI (non‑GAAP) | 50% | $1,225m | $2,449m | $3,674m |
| Adjusted Operating ROE (non‑GAAP) | 50% | 11.1% | 13.9% | 16.7% |
| rTSR modifier vs S&P Insurance Select Industry | — | Top quartile: 120% | 2nd/3rd: 100% | Bottom quartile: 80% (cap at 200%) |
| PSU tranche vesting | Date |
|---|---|
| 2024 PSUs (March grants) | March 10, 2027 (subject to performance) |
| 2024 Mid‑Cycle PSUs (promotion grant) | September 10, 2027 (subject to performance) |
2022–2024 PSU Achievement (vested in 2025)
| Performance measure | Weight | Threshold | Target | Max | Certified achievement | Vesting % | Weighted payout |
|---|---|---|---|---|---|---|---|
| Net Cash Flow Available to JFI (non‑GAAP) | 60% | $2,578m | $4,078m | $5,578m | $4,238m | 110.7% | 66.4% |
| Adjusted Operating ROE (non‑GAAP) | 40% | 19.0% | 23.8% | 28.6% | 22.2% | 83.5% | 33.4% |
| Final vesting percent | 99.8% |
2024 Equity Grants to Cummings
| Award | Grant date | Type | Shares (target) | Grant date fair value ($) | Vesting |
|---|---|---|---|---|---|
| LTI PSUs | 3/10/2024 | PSU | 3,757 target (1,879 thr/7,514 max) | $239,358 | Cliff 3/10/2027 (perf) |
| LTI RSUs | 3/10/2024 | RSU | 8,767 | $524,530 | 1/3 each on 3/10/2025, 3/10/2026, 3/10/2027 |
| Retention RSUs | 3/10/2024 | RSU | 8,946 | $535,239 | 1/2 on 3/10/2025 and 3/10/2026 |
| Mid‑Cycle PSUs (promotion) | 9/10/2024 | PSU | 8,448 target (4,224 thr/16,896 max) | $747,648 | Cliff 9/10/2027 (perf) |
| Mid‑Cycle RSUs (promotion) | 9/10/2024 | RSU | 5,632 | $445,942 | 1/3 each on 9/10/2025, 9/10/2026, 9/10/2027 |
| Total 2024 PSUs (target) | 2024 | PSU | 12,205 | $987,006 | As above |
| Total 2024 RSUs | 2024 | RSU | 23,345 | $1,505,711 | As above |
| Shares vested in 2024 | Value realized |
|---|---|
| 23,266 | $1,482,317 (includes dividend equivalents; tax shares withheld) |
Equity Ownership & Alignment
| Ownership item | Detail |
|---|---|
| Beneficial ownership (4/8/2025) | 33,058 common shares; <1% of class |
| Outstanding unvested RSUs (12/31/2024) | 1,800 (2022 LTI); 4,102 (2023 LTI); 6,364 (2023 Retention); 8,786 (2024 LTI); 9,272 (2024 Retention); 5,678 (2024 Mid‑Cycle) |
| Unearned PSUs outstanding (12/31/2024) | 8,356 (2022 LTI); 19,091 (2023 LTI); 7,788 (2024 LTI); 17,033 (2024 Mid‑Cycle) |
| Market value of Cummings’ unvested/uneaned awards (12/31/2024) | RSUs and PSUs valued in “Outstanding Equity Awards” table; e.g., 2024 Mid‑Cycle PSUs $1,483,234; 2024 Retention RSUs $807,406 |
| Hedging/pledging | Prohibited for directors and executive officers; none have hedged or pledged |
| Stock ownership guidelines | Robust guidelines disclosed; enforced by Compensation Committee (specific multiples not disclosed in cited sections) |
Vesting calendar and potential supply:
- March 10, 2026: second tranche of 2024 LTI RSUs; final tranche of 2024 Retention RSUs (2‑year schedule) .
- March 10, 2027: final tranche of 2024 LTI RSUs and cliff vesting of 2024 PSUs, performance‑contingent .
- September 10, 2025/2026/2027: mid‑cycle RSU tranches; mid‑cycle PSUs cliff vest 9/10/2027 if earned .
- Company notes tax-withholding share reductions at vest (e.g., 11/21/2024 for certain awards) .
Employment Terms
| Item | Terms |
|---|---|
| Appointment to CFO | Effective June 3, 2024 (promotion from SVP, Controller & CAO) |
| Severance plan | 1.5× “severance compensation basis” (base salary + target bonus + 12 months COBRA) for NEOs (CEO 2.0×); prorated bonus for year of termination; release required |
| Change in control | No separate CIC plan; accelerated vesting only if awards are not assumed/substituted; otherwise no acceleration without qualifying termination (double trigger) |
| Clawback | Recoupment for accounting restatements (3‑year lookback) and for serious misconduct causing material harm; effective Dec 1, 2023 for incentive comp received on/after Oct 2, 2023 |
| Retirement plans | 401(k) with match; no defined benefit plans or SERP |
| Insider policy | Hedging and pledging prohibited for executives |
Estimated Potential Payments (as of 12/31/2024)
| Scenario | Baseline cash severance ($) | Payment of accrued bonus ($) | Unvested stock awards ($) | Total ($) |
|---|---|---|---|---|
| Death | — | 1,208,500 | 5,776,120 | 6,984,620 |
| Disability | — | 1,208,500 | 7,686,551 | 8,895,051 |
| Involuntary termination without cause | 2,675,421 | 1,208,500 | 7,686,551 | 11,570,472 |
| Resignation for good reason | 2,675,421 | 1,208,500 | 7,686,551 | 11,570,472 |
| Qualifying change in control | — | — | 5,776,120 | 5,776,120 |
| Qualifying retirement | — | 1,208,500 | 4,347,294 | 5,555,794 (retention awards forfeit) |
Deferred Compensation (MDIP)
| Year | Exec contributions | Aggregate earnings | Aggregate balance at FY end |
|---|---|---|---|
| 2024 | $583,693 | $57,842 | $683,955 |
Compensation Structure Analysis
- Mix shift and retention: Upon promotion, Cummings’ target bonus rose to 175% and he received both a dedicated 2024 retention RSU grant (two-year vest) and a mid‑cycle LTI package (60% PSUs/40% RSUs), signaling retention priority during finance leadership transition .
- Performance rigor: 2024 STI paid at 134.1% driven by strong pretax AOE and cost control; 2022–2024 PSUs vested at 99.8%, indicating payout discipline near target across multi‑year cash flow and ROE goals .
- Shareholder safeguards: No single‑trigger CIC vesting; robust clawback; anti‑pledging; no excise tax gross‑ups; say‑on‑pay support ~98% in 2024 .
Performance & Track Record
- 2024 operating execution under the management team produced above‑target pretax adjusted operating earnings and cost outcomes, driving 134.1% STI payout .
- Long‑term value linkage: PSUs emphasize Net Cash Flow to JFI and Adjusted Operating ROE with rTSR modifier versus S&P Insurance Select Industry Index, aligning with balance sheet strength, capital return capacity, and shareholder outcomes .
Say‑on‑Pay & Governance Notes
- Say‑on‑pay approval ~98% at the 2024 annual meeting .
- Compensation Committee: Esta E. Stecher (Chair), Gregory T. Durant, Steven A. Kandarian, Drew E. Lawton; oversees ownership guidelines, hedging/pledging and clawback compliance .
Investment Implications
- Pay-for-performance alignment is strong: multi‑metric STI, balanced PSU design, and an rTSR modifier reduce one‑metric risk and tie outcomes to shareholder returns .
- Retention risk mitigated by layered RSU/PSU and mid‑cycle awards; however, scheduled RSU tranches (Mar 10 and Sep 10 annually) and potential PSU cliffs in 2027 create recurring supply/tax‑withholding windows that could add episodic selling pressure; monitor Form 4s near vest dates .
- Downside protections favor shareholders: no single‑trigger CIC vesting, 1.5× cash severance (balanced), robust clawback, and anti‑pledging all lower governance risk .
- Alignment via ownership: Cummings beneficially owns 33k+ shares plus substantial unvested equity; ownership is <1% of float but incentive mix and guidelines support skin‑in‑the‑game .
- Watch estimate revisions and PSU metrics (Net Cash Flow to JFI, Adjusted Operating ROE) for read‑through to PSU earnout trajectory; CFO is principal signer on earnings 8‑Ks (Aug 5 and Nov 4, 2025) indicating role centrality in capital/ALM messaging .