Esta Stecher
About Esta Stecher
Esta E. Stecher is an independent director of Jackson Financial Inc. (JXN), age 68, serving since September 2021. She is Chair of the Compensation Committee and a member of the Nominating & Governance Committee, with deep expertise from 25+ years in senior roles at Goldman Sachs spanning legal, tax, and bank leadership; education includes a J.D. from Columbia University and a B.A. in History from the University of Minnesota .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | General Counsel | 2000–2011 | Led legal/compliance through major regulatory cycles |
| Goldman Sachs | Tax Director | 1994–2000 | Oversaw global tax strategy and risk management |
| Goldman Sachs Bank USA | CEO & Chair | 2011–2016 | Bank governance and prudential oversight |
| Sullivan & Cromwell | Partner, Tax Group | 1990–1994 | Complex tax structuring expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Investment Management Company | Director | 2019–present | Endowment investment oversight |
| Dana-Farber Cancer Institute | Director | 2017–present | Governance oversight |
| Lincoln Center for the Performing Arts | Director; Audit Committee Chair | 2018–present; Chair since 2022 | Audit leadership |
| University of Minnesota Foundation | Director | 2017–present | Philanthropy governance |
| GS Donor Advised Philanthropy Fund; Ayco Charitable Foundation | Chair | 2020–present | Philanthropy oversight |
| Revolut Holdings; Long Arc Capital | Board Advisor | 2023–present | Fintech/private capital advisory |
| Council on Foreign Relations | Member | 2013–present | Policy network |
| Goldman Sachs Bank USA; Goldman Sachs International Bank (UK) | Chair | 2011–2023 | Global bank boards |
| Public company boards | — | — | None disclosed in JXN proxy for Stecher |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Governance Committee member .
- Independence: All directors except the CEO are independent; all Compensation Committee members are independent .
- Attendance: Board met 9 times in 2024; committees met 27 times; all directors attended ≥75% of meetings and attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive sessions at each regular Board meeting and at committee meetings .
- Governance practices: Independent Chair; robust stock ownership guidelines; prohibition on hedging/pledging; shareholder right to call special meetings .
- Outside commitments: Directors limited to three other public company boards; preclearance and conflict checks overseen by N&G .
Fixed Compensation
| Component | Program Rate | 2024 Reported Amount |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | $151,901 (reported in “Fees Earned or Paid in Cash”)* |
| Committee chair retainer (Compensation Committee) | $30,000 (increased from $25,000 effective June 1, 2024) | Included in “Fees Earned or Paid in Cash”* |
Note: Directors may elect equity in lieu of cash; for Stecher, the “Fees Earned or Paid in Cash” column reflects grant-date fair value of RSUs taken in lieu of cash (annual retainer $122,547; committee chair $29,354) . Directors do not receive meeting fees; only committee chairs receive retainers .
Performance Compensation
| Equity Award | Grant/Valuation Basis | Vesting Terms | 2024 Value/Units |
|---|---|---|---|
| Annual equity retainer (RSUs) | Intended value $165,000; grant-date fair value $161,786; price basis $75.46 | Cliff vest at earlier of 1-year anniversary or next annual meeting; settle in stock upon Board departure | $161,786 |
| RSUs in lieu of annual cash retainer | Grant-date fair value $122,547 | Vest in equal quarterly installments; settle at departure | $122,547 |
| RSUs in lieu of committee chair retainer | Grant-date fair value $29,354 | Vest in equal quarterly installments; settle at departure | $29,354 |
| Unvested RSUs/restricted shares (as of 12/31/2024) | 3,232 units; market value $281,443 (at $87.08) | Subject to director vest terms above | 3,232; $281,443 |
- Performance metrics tied to director compensation: None disclosed; director pay comprises cash retainers and time-based RSUs without performance conditions .
Other Directorships & Interlocks
| Company/Organization | Relationship to JXN | Potential Interlock/Conflict |
|---|---|---|
| Goldman Sachs Bank USA; Goldman Sachs International Bank (UK) | Former Chair roles | No related-party transactions involving Stecher disclosed; JXN policy requires Audit Committee review of related-person transactions |
| Columbia Investment Management Company; Lincoln Center; University of Minnesota Foundation; Dana-Farber | Non-profit/education boards | Company states directors had no material interest in such relationships during 2023–proxy date |
Expertise & Qualifications
- Executive leadership, finance/capital markets, legal/compliance, audit/financial reporting, risk management, human capital management; education J.D. Columbia; B.A. University of Minnesota .
- Skill matrix: Board-wide emphasis on corporate governance and finance; Stecher individually tagged for audit expertise, governance, finance, risk -.
Equity Ownership
| Measure | Value |
|---|---|
| Common shares beneficially owned | 0 |
| Shares that may be acquired within 60 days (stock equivalents/settlement-eligible units) | 42,095.95 |
| Unvested RSUs/restricted shares (as of 12/31/2024) | 3,232 units; $281,443 market value (at $87.08) |
| Ownership % of outstanding | <1% |
| Ownership guideline | 5× annual cash retainer within 5 years; all non-employee directors in compliance |
| Hedging/pledging | Prohibited; no director hedged or pledged |
Governance Assessment
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Signals supporting investor confidence: Independent committee leadership (Compensation Chair), robust governance (independent Chair; executive sessions; ownership guidelines), high say-on-pay support (nearly 98% in 2024), and strong shareholder engagement program .
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Compensation structure: Equity-heavy director pay with ability to take equity in lieu of cash enhances alignment; modest increase in Compensation Committee Chair retainer to reflect market competitiveness (Mercer-advised) .
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Independence and conflicts: No related-party transactions involving directors noted; hedging/pledging prohibited (and none reported); outside board limits and N&G oversight mitigate time-commitment risks .
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Attendance/engagement: ≥75% meeting attendance and annual meeting participation; Board hosted extended strategy session, evidencing substantive oversight .
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RED FLAGS:
- None disclosed specific to Stecher (no related-party transactions, pledging, or hedging reported) .
- Monitor breadth of external advisory roles for potential time constraints, though JXN’s outside commitments policy provides controls .