Steven Kandarian

About Steven A. Kandarian

Independent Chair of the Board at Jackson Financial Inc. since February 2021; age 73; member of the Compensation Committee and Chair of the Nominating & Governance Committee. Former MetLife CEO and Chair with deep insurance, investment, and risk-management expertise; education includes an MBA from Harvard Business School, J.D. from Georgetown, and B.A. in Economics from Clark University. Jackson’s Board classifies him as independent and separates the Chair and CEO roles; the Independent Chair oversees agendas, presides over executive sessions, and serves as liaison between the Board and management.

Past Roles

Organization	Role	Tenure	Committees/Impact
MetLife, Inc.	President & CEO; Chair; Chief Investment Officer	CEO 2011–2019; Chair 2012–2019; CIO 2005–2011	Led global insurer through regulatory and capital cycles; deep investment and risk oversight
Pension Benefit Guaranty Corporation	Executive Director	2001–2004	Led U.S. federal agency safeguarding pensions; governance and public-policy experience

External Roles

Organization	Type	Role	Tenure / Committees
ExxonMobil Corporation	Public company	Director; member of Compensation, Nominating & Governance, and Executive Committees; former member of Environment, Safety & Policy	2018–present
AECOM	Public company	Independent Lead Director; Compensation Committee Chair; Audit Committee member	2019–2021
MetLife, Inc.	Public company	Director; Chair	Director 2011–2019; Chair 2012–2019
Neuberger Berman	Private	Director	2015–present
Damon Runyon Cancer Research Foundation	Nonprofit	Director	2011–present

Board Governance

Roles and committees: Independent Chair; Chair of Nominating & Governance Committee; member, Compensation Committee. All directors except the CEO are independent.
Independent Chair responsibilities: sets agendas; presides at Board and shareholder meetings; leads executive sessions; facilitates communication between directors and management.
Meetings and attendance: Board met 9 times in 2024; committees met 27 times; each current director attended at least 75% of their Board and committee meetings; all directors attended the 2024 annual meeting.
Shareholder engagement: Over 50 meetings with holders representing 30%+ of shares; Independent Chair led most Fall 2024 governance outreach.
Say-on-pay: 2024 advisory vote received nearly 98% support.
Refreshment/tenure policy: Mandatory retirement age 75 (Board may approve exceptions).

Fixed Compensation

Component (2024)	Amount	Notes
Annual cash retainer (Chair)	$270,000	Chair cash retainer per program
Committee chair retainer (Nominating & Governance)	$20,000	N&G Chair retainer per program
Annual equity retainer (Chair)	$330,000	Granted as RSUs; cliff vests at earlier of 1 year or next annual meeting; RSUs settle upon Board departure
Fees earned or paid in cash (reported)	$290,000	2024 Director Compensation Table (calendar basis)
Stock awards (reported)	$323,572	2024 Director Compensation Table; grant-date fair value based on $75.46
All other compensation	$10,000	Company charitable matching gift
Total (reported)	$623,572	2024 Director Compensation Table

Additional program mechanics:

Standard non-employee director annual cash retainer: $125,000; committee chair retainers: Audit $35k, Comp $30k, Finance & Risk $35k, N&G $20k. Annual equity retainer $165,000 for non-chair; Chair equity retainer $330,000. No per-meeting fees.
2024 equity grant sizing used average 10-day price of $76.95 (June 1, 2024 service-year grants).

Performance Compensation

None disclosed for directors. Equity is time-vested RSUs (or restricted shares at election); no performance-based RSUs/PSUs for directors; no stock options in director program.

Other Directorships & Interlocks

Neuberger Berman: Director; JXN subsidiary JNAM receives sub-advisory services from Neuberger Berman Investment Advisers LLC. The Board determined related payments in 2024 were immaterial under NYSE standards and did not impair independence.
ExxonMobil: JXN and subsidiaries may hold publicly traded debt/equity of ExxonMobil in ordinary course; combined with other noted transactions, amounts were immaterial under NYSE independence standards.
Conclusion: Board affirmed Kandarian’s independence notwithstanding ordinary-course transactions involving entities with which he is affiliated.

Expertise & Qualifications

Nearly two decades of senior leadership in insurance/annuities and management of large investment portfolios; skills include executive leadership, audit/financial reporting, strategy, corporate governance, finance/capital markets, investment management, human capital, insurance, risk management, and marketing/communications.

Equity Ownership

Item	Amount / Status
Beneficial ownership – common shares	0 common shares; less than 1% of class
Shares that may be acquired within 60 days (incl. equivalents)	101,875.37
Unvested RSUs/restricted stock (12/31/2024)	4,398 units; market value $382,978 (valued at $87.08)
Ownership guidelines	Directors must hold ≥5× annual cash retainer within 5 years; all non-employee directors are in compliance.
Hedging/pledging	Prohibited by policy; no directors have hedged or pledged shares.

Governance Assessment

Positives: Independent Chair with deep insurance and investment pedigree; active shareholder engagement; strong attendance; robust committee leadership (chairs Nominating & Governance; sits on Compensation); ownership-alignment via RSUs and a 5× retainer guideline; hedging/pledging prohibited.
Potential watch items: Ordinary-course relationships with Neuberger Berman and ExxonMobil reviewed and deemed immaterial; monitor for changes in magnitude. Mandatory retirement age 75 suggests near-term succession planning for the Chair role.
Investor confidence signals: High say-on-pay support (~98% in 2024); company TSR outperformed industry peers in 2024 (94th percentile vs S&P Insurance Select Industry Index).