Drew Lawton
Director at JXN
Board
About Drew E. Lawton
Independent director of Jackson Financial Inc. since September 2021; age 66. Former CEO of New York Life Investment Management with deep experience in annuities, investment management, and financial risk. Education: MBA in Finance (University of North Texas) and BA in Administrative Science (Yale University). Current Jackson Board committee memberships: Compensation Committee and Finance & Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Life Investment Management | Chief Executive Officer | 2014–2015 | Led investment management business; executive leadership in insurance asset management . |
| New York Life Investment Management | Senior Managing Director, Retail Annuities, Retirement Solutions & Traditional Investments | 2010–2015 | Annuity product expertise; retirement solutions leadership . |
| Fidelity Investments | President & CEO, Pyramis Global Advisors Trust Co. (f/k/a Fidelity Management Trust Co.) | 2002–2008 | Institutional asset management leadership . |
| Fidelity Investments | Senior Vice President, Investment Services | 1997–2002 | Oversight of investment services . |
| Aetna Life & Casualty | Chief Marketing Officer, Aeltus Investment Management | 1995–1997 | Marketing leadership in investment management . |
| Aetna Life & Casualty | Head, 401k Marketing; Equity Investments Product Manager | 1991–1995 | Defined contribution growth; product management . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock iShares Trust | Board of Trustees, Independent Director | 2016–present | Oversight of ETFs; noted in JXN independence analysis as immaterial relationship . |
| Principal Mutual Funds | Director | 2016 | Mutual fund governance . |
| Fidelity Management Trust Company | Director | 2002–2008 | Institutional trust governance . |
| Make-A-Wish Foundation of America | Director | 2011–2017 | Non-profit governance . |
| Univ. of Virginia Frank Batten School of Leadership & Public Policy | Trustee | 2016–2018 | Academic board oversight . |
| University of North Texas | Adjunct Professor | 2021–present | Teaching/leadership . |
Board Governance
- Committee assignments: Compensation Committee member; Finance & Risk Committee member (not a chair) .
- Independence: Board determined Lawton is independent under NYSE standards; reviewed BlackRock affiliation and related ordinary-course transactions and found them immaterial to independence .
- Attendance: Board met 9 times in 2024; committees met 27 times; all directors attended at least 75% of their meetings and attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive sessions at Board and committee meetings .
- Years of service on JXN Board: Director since September 2021 .
Fixed Compensation
| Component | 2024 Program Terms (Non-Employee Director) | Amount Attributed to Lawton (2024) |
|---|---|---|
| Annual cash retainer | $125,000 (directors may elect equity in lieu of cash) | $125,000 (Fees earned/paid in cash) . |
| Committee chair fees | Audit $35,000; Compensation $30,000; Finance & Risk $35,000; Nominating & Governance $20,000 | $0 (not a committee chair) . |
| Meeting fees | None (no additional fees for meetings) | $0 . |
| Other | Director matching gift program up to $10,000 per year; Company promised 2025 matching contributions for certain 2024 donations including Lawton $10,000 | $10,000 promised matching (not included in “All other compensation” for 2024) . |
Performance Compensation
| Element | Structure | 2024 Grant Details |
|---|---|---|
| Annual equity retainer | Intended value $165,000; delivered as RSUs or restricted shares; cliff vests on earlier of first anniversary or next annual meeting; RSUs settle upon departure from Board | Grant date June 1, 2024; grant-date fair value reported $161,786; fair value calculated using stock price $75.46; shares determined using $76.95 average price for sizing . |
| Equity in lieu of cash | Directors may elect equity instead of cash retainer; vests quarterly in line with cash payment cadence | Not elected by Lawton for 2024 (cash received) . |
Note: Non-employee director equity is time-based; no performance metrics apply to director grants. Vesting schedule and sizing mechanics are disclosed above .
Other Directorships & Interlocks
| Intersection | Description | Governance Assessment |
|---|---|---|
| BlackRock affiliation | Lawton is trustee of BlackRock iShares Trust. JXN subsidiaries engage BlackRock for sub-advisory services; PPM uses BlackRock Aladdin; JXN invests in BlackRock ETFs, CLOs, and debt in the ordinary course . | Board assessed relationships and concluded immaterial under NYSE independence standards; transactions at arm’s length and ordinary course with prevailing fees . |
Expertise & Qualifications
- Executive leadership in insurance and asset management; annuity product and investment risk expertise .
- Finance and capital markets; investment management; human capital management .
- Marketing and communications experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares | 0 | As of April 8, 2025 . |
| Shares that may be acquired within 60 days | 24,956.39 | RSU/deferral-related holdings per proxy definition . |
| Unvested RSUs/restricted shares (12/31/2024) | 2,199 | Includes dividend equivalents; market value $191,489 using $87.08 closing price on 12/31/2024 . |
| Ownership guideline | 5x annual cash retainer within 5 years; includes unvested RSUs/restricted shares | All non-employee directors are in compliance; hedging/pledging prohibited and none reported . |
Governance Assessment
- Committee effectiveness: Service on Compensation and Finance & Risk committees aligns with his background in annuities, investment management, and risk—supports oversight of incentive design and risk framework (including cybersecurity and capital allocation) .
- Independence/conflicts: BlackRock interlock is disclosed and assessed as immaterial; transactions are ordinary course at market terms, mitigating conflict risk; independence affirmed by the Board .
- Engagement/attendance: Meets attendance expectations; Board and committees held frequent sessions; independent directors convene executive sessions, supporting robust oversight .
- Compensation alignment: Mix emphasizes equity retainer with clear vesting; option repricing prohibited; hedging/pledging prohibited; strong stock ownership guidelines with compliance—supporting shareholder alignment .
- Signals from broader governance: 2024 say-on-pay received nearly 98% support, indicating shareholder confidence in compensation governance; Mercer serves as independent compensation consultant for Board and executive pay benchmarking .
Director Compensation (Detail)
| Category | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $125,000 |
| Stock awards | $161,786 (annual RSU grant fair value) |
| All other compensation | $0 |
| Total | $286,786 |
Board Governance (Committee Summary)
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Compensation Committee | Member | 7 | Oversees pay philosophy, CEO evaluation, equity/bonus plans; all members independent . |
| Finance & Risk Committee | Member | 6 | Oversees risk framework, appetite/limits, capital allocation, cybersecurity oversight . |
RED FLAGS and Risk Indicators
- Potential interlock: BlackRock trustee role while JXN uses BlackRock products/services—disclosed and deemed immaterial; monitor for changes in scope/fees to ensure continued arm’s-length status .
- Ownership nuance: 0 common shares held directly; alignment primarily via RSUs/deferral balances and compliance with stock ownership guidelines; monitor progression toward guideline multiple over time .
- Hedging/pledging: Explicitly prohibited; none reported—reduces alignment risk .
Overall, Lawton’s committee assignments and expertise support board effectiveness in compensation and risk oversight. Disclosed interlocks are mitigated by policy and immateriality determinations; compensation and ownership practices appear aligned with shareholder-friendly governance standards .