Jackson Financial Inc.JXN
Jackson Financial Inc. Stock Compensation Disclosure
Share-Based Compensation
2021 Omnibus Incentive Plan
In April 2021, the Company’s Board of Directors adopted, and the Company’s shareholders approved, Jackson Financial Inc.’s 2021 Omnibus Incentive Plan (the “2021 OIP”). The 2021 OIP became effective upon the Company becoming an independent public company.
The 2021 OIP allows for stock-based awards including stock options, stock appreciation rights, restricted share awards, restricted share unit awards, performance share awards, and deferred share units. The 2021 OIP has a ten-year term, expiring in September 2031. The Company currently has restricted share unit and performance share unit equity-based compensation awards outstanding. Dividend equivalents generally accrue on restricted share units and performance share units outstanding as of the dividend record date. These dividend equivalents are accrued and are paid out only upon vesting of the related restricted share units and performance share units. Generally, the requisite service period is the vesting period. In the case of retirement (eligibility is based on the associate's age and years of service as provided in the relevant award agreement), awards vest in full but are subject to the satisfaction of any applicable performance criteria and paid in line with the original vesting date. The number of shares of the Company’s common stock that may be issued pursuant to awards under the 2021 OIP shall not exceed 11,000,000 shares paid out in cash, including shares withheld to cover associate payroll taxes, as well as shares that expire, terminate, or are canceled or forfeited, may be awarded or granted again under the 2021 OIP.
The Company reflects the cash settled awards under the 2021 OIP as a liability classified plan and, therefore, reports the accrued compensation expense and the value of the cash settled awards within other liabilities. At December 31, 2025 and 2024, the Company had $132 million and $139 million, respectively, accrued for future payments under the 2021 OIP.
Restricted Share Units ("RSUs")
JFI grants RSUs to certain associates and non-employee directors. The majority of associate RSUs are expected to vest annually in three equal installments on the first through third anniversaries of the grant date, subject to forfeiture and transfer restrictions, and are payable in cash or shares at the Company’s discretion. For senior vice presidents and above, the awards are distributed only in shares. RSUs paid out in shares have immediate dividend rights and voting rights upon issuance of underlying shares when the share units vest. In lieu of cash dividend payments, the dividend equivalents on unvested RSUs are awarded in additional share units equal to the value of the dividends and are subject to the same vesting and distribution terms as the underlying RSU.
Outstanding unvested RSUs granted to associates were as follows:
| Year Ended December 31, 2025 | Share-Settled | Cash-Settled | |||||||||||||||
| RSUs | Weighted-Average Grant Date Fair Value per Share | RSUs | Weighted-Average Grant Date Fair Value per Share | ||||||||||||||
Unvested at beginning of period | 558,991 | $ | 52.18 | 1,825,349 | $ | 51.44 | |||||||||||
Granted (1) | 204,491 | $ | 82.80 | 579,257 | $ | 82.32 | |||||||||||
Vested | (302,583) | $ | 52.08 | (960,010) | $ | 50.95 | |||||||||||
Forfeited | (6,741) | $ | 69.30 | (21,643) | $ | 65.16 | |||||||||||
Unvested at end of period | 454,158 | $ | 67.70 | 1,422,953 | $ | 66.14 | |||||||||||
(1) Includes dividend equivalents units granted in the current period on awards outstanding
| Year Ended December 31, 2024 | Share-Settled | Cash-Settled | |||||||||||||||
| RSUs | Weighted-Average Grant Date Fair Value per Share | RSUs | Weighted-Average Grant Date Fair Value per Share | ||||||||||||||
| Unvested at beginning of period | 604,577 | $ | 36.93 | 2,122,780 | $ | 36.85 | |||||||||||
Granted (1) | 311,851 | $ | 61.47 | 920,951 | $ | 61.62 | |||||||||||
| Vested | (343,185) | $ | 37.21 | (1,172,161) | $ | 37.77 | |||||||||||
| Forfeited | (14,252) | $ | 53.85 | (46,221) | $ | 50.05 | |||||||||||
| Unvested at end of period | 558,991 | $ | 52.18 | 1,825,349 | $ | 51.44 | |||||||||||
(1) Includes dividend equivalents units granted in the current period on awards outstanding
Performance Share Units ("PSUs")
JFI grants PSUs to certain associates. PSU awards entitle recipients to receive, upon vesting, on a one-for-one basis, a number of shares ranging from 0% to 200% of the number of PSUs awarded, depending on the level of achievement of specified performance conditions. For PSUs granted in 2025 and 2024, the awards also include a vesting modifier based on the Company's performance relative to a defined peer group. The awards generally are expected to cliff vest after a period of three years, subject to forfeiture and transfer restrictions, and are payable in cash or shares at the Company’s discretion. For senior vice presidents and above, the awards are distributed only in shares. PSU award recipients have immediate dividend rights and voting rights upon issuance of underlying shares when the share units vest. The dividends on unvested PSUs are awarded in additional share units equal to the value of the dividends and are subject to the same vesting and distribution terms as the underlying PSUs.
Outstanding unvested PSUs granted were as follows:
| Year Ended December 31, 2025 | Share-Settled | Cash-Settled | |||||||||||||||
| PSUs | Weighted-Average Grant Date Fair Value per Share | PSUs | Weighted-Average Grant Date Fair Value per Share | ||||||||||||||
Unvested at beginning of period | 1,154,861 | $ | 48.55 | 395,163 | $ | 44.92 | |||||||||||
Granted (1) | 202,898 | $ | 83.17 | 6,337 | $ | 92.65 | |||||||||||
Vested | (515,905) | $ | 47.44 | (209,872) | $ | 47.39 | |||||||||||
Forfeited | (3,699) | $ | 73.04 | (2,794) | $ | 50.80 | |||||||||||
Unvested at end of period | 838,155 | $ | 60.64 | 188,834 | $ | 49.64 | |||||||||||
(1) Includes dividend equivalent units granted in the current period on awards outstanding
| Year Ended December 31, 2024 | Share-Settled | Cash-Settled | |||||||||||||||
| PSUs | Weighted-Average Grant Date Fair Value per Share | PSUs | Weighted-Average Grant Date Fair Value per Share | ||||||||||||||
| Unvested at beginning of period | 1,477,574 | $ | 35.59 | 687,751 | $ | 35.34 | |||||||||||
Granted (1) | 300,747 | $ | 62.98 | 16,747 | $ | 75.93 | |||||||||||
| Vested | (527,001) | $ | 32.53 | (258,968) | $ | 32.33 | |||||||||||
| Forfeited | (96,459) | $ | 34.35 | (50,367) | $ | 34.15 | |||||||||||
| Unvested at end of period | 1,154,861 | $ | 48.55 | 395,163 | $ | 44.92 | |||||||||||
(1) Includes dividend equivalent units granted in the current period on awards outstanding
Compensation Cost
JFI charges the fair value of the RSUs and PSUs to expense over the requisite service period. For performance-based awards, JFI estimates the number of shares expected to vest at the end of the performance period based on the probable achievement of the performance objectives. RSUs have graded vesting features and JFI recognizes expense for those awards on a straight-line basis over the requisite service period. The Company recognizes forfeitures as they occur when recognizing share-based compensation expense.
For most of the equity-classified RSUs and PSUs, the fair value is based on the price of JFI’s common stock on the grant date. For PSU equity awards granted in 2025 and 2024, the Company measures fair value using a Monte Carlo simulation that considers the Company’s projected total shareholder return (“TSR”) relative to a defined group of peers as well as other inputs to estimate the grant date fair value of the awards.
For liability-classified RSUs and most liability-classified PSUs, the fair value is based on the price of JFI’s common stock as of the reporting date. For PSU liability awards granted in 2023, the Company uses a Monte Carlo simulation that considers the Company’s projected TSR relative to a defined group of peers as well as other inputs to estimate the grant date fair value of the awards.
Total expense related to these share-based plans was as follows (in millions):
| For the Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Compensation expense recognized | $ | 132 | $ | 191 | $ | 107 | ||||||||||||||
| Income tax benefit recognized | 24 | 39 | 25 | |||||||||||||||||
Unrecognized compensation cost for RSUs and PSUs under the Incentive Plan as of December 31, 2025 was $61 million with a weighted average recognition period of 1.01 years.
The shares issued under the OIP may be authorized and unissued, or reacquired treasury shares.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 7, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.