Lily Fu Claffee
Director at JXN
Board
About Lily Fu Claffee
Independent director of Jackson Financial Inc. (JXN); age 55; director since September 2021. Current role: Executive Vice President, Chief Legal Officer & Corporate Secretary at OneMain Financial (since 2021). Prior senior legal and regulatory roles across Fox News Media, U.S. Chamber of Commerce, and multiple U.S. federal departments; J.D. (University of Minnesota Law School), B.A. (University of Wisconsin–Madison), Columbia Business School executive education (Finance & Accounting for the Nonfinancial Executive, 2023). Board committees: Audit; Nominating & Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneMain Financial | EVP, Chief Legal Officer & Corporate Secretary | 2021–present | Oversees legal, governance, compliance, infosec, internal audit, corp comms, gov’t relations, responsibility |
| Fox News Media (Fox Corporation) | EVP, General Counsel & Head of Compliance | 2018–2021 | Led compliance and legal for major media unit |
| U.S. Chamber of Commerce | Chief Legal Officer & Corporate Secretary; EVP, Litigation Center | 2010–2018; 2012–2018 | Led litigation strategy and legal affairs |
| Jones Day | Partner, Government Regulation | 2009–2010 | Regulatory counsel |
| U.S. Dept. of Commerce | General Counsel | 2008–2009 | Cabinet-level legal leadership |
| U.S. Dept. of Treasury | Deputy General Counsel | 2006–2008 | Financial regulatory oversight |
| U.S. Dept. of Justice | Deputy Associate Attorney General | 2005–2006 | Senior DOJ management |
| Mayer Brown LLP | Partner, Litigation & Antitrust | 1994–2005 | Complex litigation and antitrust |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OneMain Financial (NYSE: OMF) | EVP, CLO & Corporate Secretary | 2021–present | Oversees legal, governance, compliance, infosec, IA, communications, GR, responsibility |
| Columbia Business School | Executive Education – Finance & Accounting for the Nonfinancial Executive | 2023 | Continuing education |
Board Governance
- Committees: Audit (member); Nominating & Governance (member) .
- Independence: Board determined all directors except the CEO are independent; Lily is independent under NYSE standards .
- Attendance: Board met 9 times in 2024; committees met 27 times; all current directors attended ≥75% of meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive sessions at Board and committee meetings .
- Re‑election support (2025): Votes “For” 52,406,259; “Against” 464,568; “Abstain” 44,731; broker non‑votes 6,934,889 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $122,547 | For Lily, reflects RSUs elected in lieu of cash retainer (grant‑date fair value) |
| Stock awards (annual equity retainer RSUs) | $161,786 | Grant date June 1, 2024; price used for fair value $75.46 |
| All other compensation | $0 | |
| Total | $284,333 |
Program structure:
- Annual cash retainer: $125,000 for non‑employee directors .
- Annual equity retainer: intended value $165,000; number of RSUs determined by $165,000 ÷ $76.95 (10‑day average before June 1, 2024 grant), rounded down .
- Committee chair retainers only (Audit $35k; Compensation $30k; Finance & Risk $35k; Nominating & Governance $20k). No additional fees for committee membership; Lily is not a chair .
Performance Compensation
Directors do not have performance‑based pay; equity is time‑based. Key award mechanics:
- Annual equity retainer RSUs cliff‑vest on the earlier of first anniversary of grant or next annual meeting, subject to continued service .
- Equity elected in lieu of cash retainer vests in equal quarterly installments after grant; RSUs settle one‑for‑one in common stock upon departure from the Board .
| Grant detail (2024 Service Year) | Grant date | Valuation basis | Vesting |
|---|---|---|---|
| Annual equity retainer RSUs | June 1, 2024 | $75.46 per share (grant‑date fair value) ; units set using $76.95 10‑day avg | Cliff vest on earlier of first anniversary or next annual meeting |
| Equity in lieu of cash retainer | June 1, 2024 | Grant‑date fair value equal to cash retainer | Vests quarterly |
Other Directorships & Interlocks
- No other public company board service disclosed for Lily .
- Potential interlock/conflict: Lily is a senior executive at OneMain Financial. JXN and subsidiaries engage in ordinary‑course transactions with affiliate entities of certain directors, including OneMain; Board determined these were immaterial under NYSE independence standards and did not impair independence .
Expertise & Qualifications
- Financial, legal, and regulatory expertise from DOJ, Treasury, Commerce, and complex litigation practice .
- Governance, compliance, risk management, information security oversight experience; technology and cybersecurity exposure; financial services industry experience .
Equity Ownership
| Ownership metric (as of dates shown) | Amount | Notes |
|---|---|---|
| Common shares (April 8, 2025) | 0 | |
| Shares that may be acquired within 60 days (April 8, 2025) | 39,183.74 | Reflects derivative/award‑settlement eligibility per proxy methodology |
| Unvested RSUs (Dec 31, 2024) | 3,032 units; $264,027 market value | Value calculated at $87.08 closing price on 12/31/2024 |
| Director stock ownership guideline | 5× annual cash retainer within 5 years; all non‑employee directors in compliance | |
| Hedging/pledging | Prohibited by policy; no director has hedged or pledged Company shares |
Governance Assessment
- Board effectiveness: Active participation across two key committees (Audit; Nominating & Governance), relevant oversight skills (legal/compliance, cybersecurity, risk) enhance committee coverage; independence confirmed .
- Engagement & support: Strong re‑election vote support at 2025 annual meeting indicates investor confidence (52.4M “For” vs 0.46M “Against”) . Company’s 2024 say‑on‑pay also received strong support (49,895,120 “For”; 2,926,234 “Against”; 94,204 “Abstain”; broker non‑votes 6,934,889) .
- Alignment: Equity‑heavy director pay with ownership guidelines and anti‑hedging/pledging policy supports skin‑in‑the‑game and alignment .
- Conflicts/related party exposure: OneMain executive role noted; ordinary‑course transactions with affiliates (including OneMain) assessed as immaterial; independence maintained (monitor as potential perceived conflict) .
- Attendance/engagement: Board and committee meeting cadence robust; all directors met attendance expectations (≥75%) and held executive sessions regularly, supporting independent oversight .
RED FLAGS: None disclosed regarding hedging/pledging, related‑party transactions with materiality concerns, or low attendance. Monitor ongoing ordinary‑course transactions with OneMain affiliates given Lily’s executive role, though Board determined immateriality and independence .