Russell Noles
Director at JXN
Board
About Russell G. Noles
Independent director of Jackson Financial Inc. (JXN), age 66, serving since September 2021. He chairs the Finance and Risk Committee and sits on the Audit Committee, bringing deep experience in finance, audit, risk management, and technology/cybersecurity from senior roles at Nuveen and TIAA; he holds an MBA in Finance (University of Denver), a B.S. in Accounting (Metropolitan State University of Denver), and is a CPA.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuveen | Chief Operating Officer | 2017–2019 | Oversaw operations at a major asset manager; operational risk and controls experience |
| Teachers Insurance & Annuity Association (TIAA) | Chief Strategy Officer | 2011–2017 | Led enterprise strategy; risk and capital allocation oversight |
| TIAA | SVP, Product Development & Management | 2008–2011 | Product governance and risk alignment |
| TIAA | Chief Auditor | 2004–2008 | Implemented internal controls across operational, cybersecurity, financial, and governance risks |
| TIAA | Acting Chief Financial Officer | 2005–2006 | Interim finance leadership; reporting and controls |
| St. Paul Travelers Companies | Vice President, Internal Audit | 2001–2004 | Internal audit leadership for diversified insurer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metropolitan State University of Denver | Board of Trustees (Chair; Member) | Chair 2019–2023; Member 2019–present | Governance of public university; trustee leadership |
| Consumer Reports | Director; former Chair, Finance Committee and Investments Subcommittee | 2019–2024 | Financial oversight and investment governance at non-profit |
| TIAA-CREF Life Insurance Company | Director; Chair of Audit Committee | 2008–2018 | Audit committee leadership at insurer (private company) |
Board Governance
- Committee assignments: Chair, Finance and Risk Committee; Member, Audit Committee. The Finance and Risk Committee oversees risk appetite, top risks (including information security/cybersecurity), capital allocation, and financial management; the Audit Committee oversees financial reporting, internal controls, internal audit, and compliance.
- Independence: All nominees except the CEO are independent; committees are fully independent; independent directors meet in executive sessions at Board and committee meetings.
- Attendance and engagement: Board met nine times in 2024; committees met 27 times; Audit Committee held 10 meetings; Finance and Risk Committee held 6; each current director attended at least 75% of Board and committee meetings and all directors attended the 2024 annual meeting.
- Outside commitments, retirement, education: Directors limited to three other public company boards; mandatory retirement age 75 (exceptions possible); continuing education encouraged and provided (including topics like AI and cybersecurity).
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (standard program) | 125,000 | Program level for non-employee directors |
| Committee chair cash retainer (Finance & Risk) | 35,000 | Program level for Finance & Risk chair |
| Annual equity retainer (intended value) | 165,000 | Program level; delivered as RSUs or restricted shares |
| Fees earned or paid in cash (reported) | 223,473 | Includes value of RSUs taken in lieu of cash retainer/committee fee per footnote |
| Stock awards (reported) | 161,786 | 2024 annual RSU grant fair value |
| Total | 385,259 | Sum of reported columns |
| RSU election in lieu of cash (detail) | 122,547 | RSUs in lieu of annual cash retainer (grant-date fair value) |
| RSU election in lieu of chair fee (detail) | 34,259 | RSUs in lieu of committee chair retainer (grant-date fair value) |
| RSU pricing/vesting mechanics | — | RSU counts based on $76.95 10‑day average price on 6/1/2024; annual equity retainer cliff vests by next annual meeting/1st anniversary; RSUs in lieu of cash vest quarterly; settle in stock upon Board departure |
Performance Compensation
- Directors receive no performance-based bonuses or options; compensation is via cash and equity retainers with time-based vesting only.
| Metric | Weighting/Formula | Outcome |
|---|---|---|
| Performance-based director compensation | Not applicable | No director performance metrics disclosed; RSUs vest time-based |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Noles; listed roles are non-profit (Consumer Reports), university trustee, and prior private company board (TIAA-CREF Life Insurance Company).
- Potential interlocks: Prior board/management experience at TIAA/TIAA-CREF Life Insurance Company (competitor in retirement services) ended by 2018; no current public interlocks disclosed.
Expertise & Qualifications
- Financial reporting and audit leadership (Chief Auditor at TIAA; Audit Committee service at JXN).
- Enterprise risk management and strategy (Chief Strategy Officer at TIAA; Chair, Finance and Risk Committee at JXN).
- Technology/cybersecurity oversight (supervisory oversight of IT/IS/Technology Operations; committee oversight of cybersecurity risk).
- Investment and capital markets exposure (Nuveen COO; oversight of asset/liability management at committee level).
Equity Ownership
| Item | Value |
|---|---|
| Common shares | 15,685.34 |
| Shares that may be acquired within 60 days | 15,792.96 |
| Percent of common shares outstanding | <1% (asterisk denotes <1%) |
| Unvested RSUs/restricted shares (incl. dividend equivalents) | 3,265 |
| Market value of unvested RSUs/restricted shares | $284,316 (at $87.08 on 12/31/2024) |
| Ownership guideline | 5× annual cash retainer within five years of appointment/election; all non-employee directors in compliance |
| Hedging/pledging status | Hedging and pledging prohibited; no directors have hedged or pledged shares |
| Director matching gift participation | Company promised matching contributions of $7,500 for Mr. Noles for 2024 donations (paid in 2025) |
Governance Assessment
- Strengths: Independent director since 2021; chairs Finance & Risk and serves on Audit—enhancing oversight of capital, risk, cybersecurity, and financial reporting; strong attendance culture (≥75% participation, nine Board meetings in 2024); fully independent committees and regular executive sessions; robust stock ownership and anti-hedging/pledging policies; he elected equity in lieu of cash retainer/committee fee in 2024, signaling alignment.
- Compensation signals: Director pay structure emphasizes equity; modest, peer-informed adjustment to Compensation Committee chair retainer in 2024 (not directly applicable to his chair role but indicates Board’s calibration to market).
- Shareholder confidence: 2024 say‑on‑pay support at nearly 98% (for executives), reflecting broader governance and compensation support from investors.
- Potential conflicts/red flags: No loans; hedging/pledging prohibited; no current public company directorships disclosed that could create interlocks; prior ties to TIAA concluded in 2018. No related‑party transactions disclosed for Mr. Noles in the provided materials. (See “Certain Relationships and Related Persons Transactions” section referenced in the proxy TOC.)