Prudential Financial : 2025 Annual Report Proxy Statement
PRU
PRUDENTIAL FINANCIAL, INC.
2025 Proxy Statement
Notice of Annual Meeting of Shareholders to be held on May 13, 2025
HERETHENHERENOW
HERETOMORROW
Prudential is proudto celebrate our 150th anniversary.
We remain steadfast in our commitment to being agloballeaderin expanding access to investing, insurance,and retirementsecurity-for the next 150 years.
VisitPrudential.com/150
Learn more at
All of us at Prudential share a determination to deliver on our promises to stakeholders, including employees, customers, shareholders and the communities in which we live and work. On behalf of the entire Board of Directors, we value your vote and thank you for investing in Prudential.
Charles F. Lowrey
DIRECT DEPOSIT IS NOW REQUIRED
Commencing second quarter 2025, Prudential will charge a service fee for paper dividend checks to our registered shareholders. If you are not already enrolled in direct deposit of your dividend checks and are a registered shareholder with our transfer agent, Computershare, please do not delay and enroll now to continue to receive your Prudential stock dividends without service fees.
751 Broad Street Newark, NJ 07102
You are invited to the Annual Meeting of Shareholders on May 13, 2025, at 751 Broad Street, Newark, NJ 07102, at 2:00 p.m.
We hope you will attend the meeting. Whether or not you attend, please designate the proxies on the proxy card to vote your shares.
We are once again offering a voting incentive to registered shareholders. Thanks to your active participation, we continue to support the work of American Forests to protect and restore America's forest ecosystems. Since we established our partnership in 2010, American Forests has planted more than 902,000 trees on behalf of our shareholders.
Every shareholder's vote is important. Thank you for your commitment to the Company and please vote your shares.
Sincerely,
Easy ways to enroll
Charles F. Lowrey
Chairman and Chief Executive Officer Prudential Financial, Inc.
TO OUR SHAREHOLDERS
MARCH 27, 2025
FROM THE BOARD
Prudential Financial, Inc.
751 Broad Street
Newark, NJ 07102
OF DIRECTORS
Prudential's 2024 performance reflects continued positive momentum in growing our businesses, increasing capital efficiency, and pivoting our product suite to address the investing, insurance, and retirement needs of our customers and clients around the world. Since John Dryden founded Prudential 150 years ago, our success and performance have always been backed by our financial strength. In support of transparency and accountability, we are pleased to share with you an overview of the Board's actions during the past year.
Succession Planning
Management
The Board collaborates with our executive team to cultivate a deep talent bench and plan for senior leadership succession. We review senior leadership and CEO succession from both an enterprise and individual perspective. The entire Board discusses talent at every board meeting including succession scenario planning exercises. The Board also has consistent and direct exposure to senior leaders throughout the year and regularly interacts with high performing leaders.
In 2024, we made changes among the Company's most visible leadership roles. The appointment of Andrew Sullivan to succeed Charles Lowrey as Chief Executive Officer is the culmination of a multi-year, rigorous succession-planning effort by the Board. Having successfully led Prudential's U.S. Businesses since 2021, Caroline Feeney will expand her role to become Executive Vice President, Head of Global Retirement and Insurance, a newly created position overseeing Prudential's market-leading domestic and international insurance and retirement businesses.
The Board also announced that Vice Chairman Robert Falzon will step down from the Board, effective March 31, 2025, and retire from Prudential, effective July 11, 2025. We are grateful to Rob for his leadership and his contributions to Prudential including his oversight of the Prismic Reinsurance launch, a platform that enhances our ability to address the evolving needs of our insurance customers and clients while continuing to meet our obligations to policyholders. Rob Falzon has supported Prudential's mission in Newark, New Jersey, the Company headquarters, to help the local community achieve financial mobility, while also investing in the future workforce.
In other strategic executive leadership announcements, in February 2024, Yanela Frias, former president of Group Insurance, was appointed executive vice president and CFO. In October 2024, Scott Case was appointed to the role of executive vice president and Head of Global Technology and Operations. In November 2024, Prudential announced the appointment of Jacques Chappuis as president and CEO of PGIM, our $1.4 trillion global investment management business, effective May 1, 2025. Jacques succeeds David Hunt, who will retire as president and CEO. Lucien Alziari, Prudential's Chief Human Resources Officer ("CHRO"), announced he is stepping down from his current role and transferring his functional management responsibilities as CHRO on March 31, 2025 to Vicki Walia. Ms. Walia, who currently leads human resources for the company's U.S. Businesses and PGIM, Prudential's global asset management business, will become Prudential's Chief People Officer.
The Board is confident we have the right leadership team to fulfill our vision of becoming a global leader in expanding access to investing, insurance, and retirement security.
Board
Through our deliberate succession planning, we believe Prudential's Board structure and composition are harmonized to effectively oversee our global businesses. When adding a new director or changing a Board committee's composition, we maintain a diverse mix of skills, experiences and perspectives, with the ultimate decision on all Board nominations being based on merit and contribution that the selected candidates will bring to the Board. In 2024, we welcomed Carmine Di Sibio to our Board. Mr. Di Sibio has a deep understanding of the insurance industry, and business strategy and innovation, which will help guide our continued efforts to be a higher growth, more capital efficient company.
Douglas Scovanner informed the Board of his intent to retire and will not stand for re-election. In addition, Kathleen Murphy will not stand for re-election due to her other professional commitments. We thank Ms. Murphy and Mr. Scovanner for their extraordinary service to Prudential and its shareholders.
FROM THE BOARD OF DIRECTORS TO OUR SHAREHOLDERS
Business Highlights
Our 2024 results reflect strong sales across our retirement and insurance businesses and significant positive net flows in PGIM. Our Company performance reflects a diversified product mix and expanded distribution channels to reach more people around the world, while continuing to address the growing global retirement opportunity and increased demand for alternative investments. We believe we have balanced meaningful shareholder returns with continued investment in the growth of our businesses, all while maintaining our robust financial strength.
Our continued leadership in pension risk transfer was reinforced through a second transaction with IBM, this time to reinsure $6 billion of pension liabilities. With this latest transaction, Prudential has closed seven out of the ten largest pension risk transfer deals in the U.S. Five of our individual annuity products have exceeded $1 billion in sales, validating our product diversification strategy.
Board Risk Oversight
The Board sets standards for managing risk and monitoring the management of those risks within the Company. We regularly review the Company's risk profile, including its approach to capital management, its operational footprint, and its investment risks and strategies. The Board considers the breadth of the Company's risk management framework when approving its strategy and risk tolerance and verifies that strategic plans are commensurate with our ability to identify and manage risk. Among other topics, in 2024, the Board discussed the ethical use of artificial intelligence in our businesses and how Prudential is managing risks associated with potential cyber-attacks.
Engagement and Outreach
Effective corporate governance includes regular, constructive conversations with our shareholders to proactively seek shareholder insights. In 2024, our Board and management team engaged with a cross section of shareholders owning a majority of our outstanding shares. Topics discussed included Prudential's transformation, our executive compensation plan, cybersecurity, artificial intelligence, human capital development, and Prudential's Board and leadership structure. We also discussed modifications to the Company's Performance Shares Program, which we explain in this proxy statement. An important component of our engagement outreach is our director videos. This year we are featuring Gilbert F. Casellas, Corporate Governance and Business Ethics Committee Chair and Mr. Di Sibio, Audit Committee member. Please watch these videos on our website atwww.prudential.com/directorvideos.
Culture at Prudential
Our talent and culture are differentiators in the market and the foundation of Prudential's success. We are committed to fostering an environment of inclusion where all employees feel empowered to make an impact in their careers and communities. Our global employee survey enables Prudential's management team to understand employees' perceptions of corporate culture, leadership, development opportunities, inclusive attitudes, and key organizational issues. In 2024, survey participation increased to a record 89% from over 30,000 employees globally - demonstrating our employees' willingness to offer feedback regarding how the Company is meeting their needs. Survey results are discussed with the Board at least annually. Senior leaders are committed to incorporating the survey results into their ongoing organizational plans.
Your View is Important to Us
We value your support, and we encourage you to share your opinions with us. You can do so by writing to us at the address below. You can also send an email to the independent directors [email protected] provide feedback on our executive compensation program via our website atwww.prudential.com/executivecomp. If you would like to write to us, you may do so by addressing your correspondence to Prudential Financial, Inc., Board of Directors, c/o Margaret M. Foran, Chief Governance Officer, 751 Broad
Street, Newark, NJ 07102.
THE BOARD OF DIRECTORS OF PRUDENTIAL FINANCIAL, INC.
Gilbert F. Casellas
Carmine Di Sibio
Robert M. Falzon
Martina Hund-Mejean Wendy E. Jones
Charles F. Lowrey
Kathleen A. Murphy
Sandra Pianalto
Christine A. Poon
Douglas A. Scovanner
Michael A. Todman
Place
Date
Prudential Financial's office located at 751 Broad Street Newark, NJ 07102
May 13, 2025
Time 2:00 p.m.
Agenda
1. Election of 9 directors named in the Proxy Statement;
2. Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025;
3. Advisory vote to approve named executive officer compensation;
4. Shareholder proposal regarding an independent Board Chairman; and
5. Shareholders also will act on such other business as may properly come before the meeting or any adjournment or postponement thereof.
Record date:
You can vote if you were a shareholder of record on March 14, 2025.
We encourage you to vote your shares before the Annual Meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.
If you are attending the meeting, you will be asked to present your admission ticket and valid, government-issued photo identification, such as a driver's license, as described in the Proxy Statement.
By Order of the Board of Directors,
Margaret M. Foran
Chief Governance Officer, Senior Vice
President and Corporate Secretary
March 27, 2025
Prudential Financial, Inc.
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to Be Held on May 13, 2025: Our 2025 Proxy Statement and Annual Report for the year ended December 31, 2024 are available free of charge on our website atwww.prudential.com/governance.
To assist you in reviewing the proposals to be acted upon at the Annual Meeting, we call your attention to the following information about the Company. The following description is only a summary.
The Year 2024 for Prudential
2024 was a year of continued progress executing against our strategy to become a higher growth and more capital efficient company. We further diversified our product offerings and expanded our distribution capabilities to meet the evolving needs of our customers. We also executed several transactions to shift our business mix and enhance our capital flexibility. Our strategic progress was complemented by strong momentum across our market-leading businesses. Moreover, we welcomed a new senior leadership team to steer Prudential's next chapter of growth. Looking ahead, we remain confident in our strategy and are well positioned to be a global leader in investing, insurance and retirement security.
Annual Meeting Proposals
Proposal
Election of directors
Ratification of independent auditor
Advisory vote to approve named executive officer compensation
Shareholder proposal regarding an Independent Board Chairman
Board of Directors-Nominees and Committees
All nominees are independent except for Charles F. Lowrey and Andrew Sullivan.
Committee membership
Recommendation of Board
FOR each of the nominees
FOR FOR
AGAINST
Compensation
and Human
Name
Age Director since Executive Capital Investment Finance Corporate Governance and Business Ethics
Other Public Audit
Boards
Gilbert F. Casellas
72
01/2001
C
0
Carmine Di Sibio
61
07/2024
1
Martina Hund-Mejean
64
10/2010
C
2
Wendy E. Jones
59
01/2021
0
Charles F. Lowrey
67
12/2018
0
Kathleen A. Murphy(1)
62
09/2023
0
Sandra Pianalto
70
07/2015
1
Christine A. Poon
72
09/2008
C
3
Douglas A. Scovanner(2) Andrew Sullivan(3) Michael A. Todman(4)
68 54
11/2013 03/2025
C
0 0
67
03/2016
C
C
3
(1) Ms. Murphy will not be standing for election in 2025.
(2) Mr. Scovanner will not be standing for election in 2025.
(3) Mr. Sullivan will be appointed to the Board on March 31, 2025.
(4) Mr. Todman has been Lead Independent Director since 2023.
Member C Chair
2024 Total Shareholder Return
The chart on the right shows our absolute Total Shareholder Return ("TSR") and percentile ranking relative to the 20 companies in our Compensation Peer Group over the three time periods indicated.
Governance Practices
Board Committees Audit
Independent
Corporate Governance and Business Ethics Compensation and Human Capital Finance
Investment
Yes Yes Yes Yes Yes
Number of Board Meetings Held
9
Director Attendance Board and Committee Meetings All Directors
99%
2024 Annual Meeting Proposal Results Election of directors
Appointment of the Independent Auditors
Advisory vote to approve named executive officer compensation
Shareholder proposal regarding an Independent Board Chairman
% Support 92.27 - 98.68% 94.18% 72.74% 34.91%
Cumulative TSR Annualized TSR Percentile Rank
1-Year
3-Year 5-Year
19%
26% 63%
19% 16%
8% 10%
50% 49%
Board Structure (Nominees)
Chairman Classification Independent Lead Director
Combined*
Yes
Number of Directors 9
% Independent 78%
% Non-Employee Director Diverse 86%
% Women 44%
Director Average Tenure (years) 9
Director Average Age 65
Shareholder Rights
Classified Board
Shareholder right to call special meetings
No 10%
Material restrictions on right to call special meetings
No
Shareholder right to act by written consent Poison Pill
Unanimous
Proxy Access
No Yes
* The Board announced that on March 31, 2025, Mr. Lowrey will step down as
CEO and will become Executive Chairman, which will split the role of CEO and Chairman.
Board Responsiveness to Shareholders in 2024 - Executive Compensation
Our relationship with our investors is an important part of our company's success and we are proud of our long-standing commitment to shareholder engagement.
In 2024, we received 72.74% shareholder support for the Company's 2023 executive compensation plan. These results were well below our three-year average of 93.4%. In 2024, our Compensation and Human Capital Committee Chair and Lead Independent Director met with shareholders who owned a majority of our outstanding shares to discuss the Committee's rationale for implementing modifications to the Company's Performance Shares Program. We discussed how the program's initial design did not contemplate the rapid and significant interest rate increases in 2022 and 2023. This historic rise in rates resulted in our projected Book Value Per Share (BVPS) performance falling below threshold performance levels, which would have resulted in a zero payout for the BVPS growth component of our Performance Shares Program. The program modifications excluded the impact of possible outsized interest rate changes on our calculation of BVPS, lowered the minimum threshold performance level for partial payouts, and capped potential payouts under the BVPS growth component (for awards in 2021, 2022 and 2023) to no higher than target to avoid windfall payouts. The Committee believes these modifications for both outstanding and future awards preserve the intended retentive and motivational objectives of our long-term incentives.
Until 2024, the Committee had never made any inflight adjustments to the Company's executive compensation plan and no further adjustments have been made in 2025. The payout for this year's Performance Shares Program was 81.5%, well below target. Both the Committee and Prudential's leadership team are committed to taking proper precautionary measures in the design of incentive programs and limiting any consideration of adjustments to in-flight plans to only extraordinary and unforeseen circumstances, when accompanied by a compelling rationale.
The Board and Committee take shareholder feedback and voting results very seriously. We believe the results of last year's executive compensation vote were unusual because of the unique interest rate environment of 2022 and 2023.
In 2024 and 2025, we engaged with investors who voted for and against the Company's executive compensation plan. Their feedback was reflected in Prudential's 2024 and 2025 proxy statements.
Who we met with
Integrated Outreach Team
Results
Investors holding >50% of outstanding shares
• Compensation and Human Capital Committee Chair and Lead Independent Director
• Human Resources
• Chief Governance Officer
Based on shareholder feedback, the Board enhanced disclosure regarding its rationale for modifying the Performance Shares Program, including implementing "guardrails" to the 2021, 2022, and 2023 plans to avoid windfall payments. Shareholders also appreciated the Board's intent to preserve the retentive and motivational objectives of our long-term incentives. This comprehensive disclosure was acknowledged by shareholders and advisors during engagement meetings. For 2024, NEOs and other senior leaders received 81.5% of the target number of performance shares granted in 2022.
ITEM 1 - ELECTION OF DIRECTORS 9
Summary of Director Nominee Qualifications and
Experience 11
Director Nominees 12
CORPORATE GOVERNANCE 15
Comprehensive Steps to Achieve Board Effectiveness 17 A Message to Our Shareholders from Prudential's
Lead Independent Director 20
Board Risk Oversight 21
Communication with Directors 24
Committees of the Board of Directors 25
Certain Relationships and Related Party Transactions 26
ITEM 2 - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM 28
Report of the Audit Committee 30
ITEM 3 - ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION 31
SHAREHOLDER PROPOSALS
Item 4 - Shareholder Proposal Regarding an
Independent Board Chairman 32
VOTING SECURITIES AND PRINCIPAL HOLDERS 34
Proxy Statement
The Board of Directors (the "Board") of Prudential Financial, Inc. ("Prudential Financial" or the "Company") is providing this Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 13, 2025, at 2:00 p.m.,
at Prudential Financial's office located at 751 Broad Street, Newark, NJ 07102, and at any adjournment or postponement thereof. Proxy materials or a Notice of Internet Availability were first sent to shareholders on March 27, 2025.
COMPENSATION OF DIRECTORS 36
COMPENSATION DISCUSSION AND ANALYSIS 38
Compensation Highlights 38 Philosophy and Objectives of Our Executive
Compensation Program 41
How We Make Compensation Decisions 43
Direct Compensation Components 44
COMPENSATION AND HUMAN CAPITAL COMMITTEE
REPORT 52
PAY VERSUS PERFORMANCE 53
CEO PAY RATIO 55
EXECUTIVE COMPENSATION 56
2024 Summary Compensation Table 56
Grants of Plan-Based Awards 58
Pension Benefits 62
Nonqualified Deferred Compensation 65
Post-Employment Compensation Arrangements 66 Potential Payments upon Termination or Change in
Control 67
GENERAL INFORMATION ABOUT THE MEETING 69
Voting Instructions and Information 69
Board Recommendations 71 Submission of Shareholder Proposals and Director
Nominations 71
APPENDIX A - NON-GAAP MEASURES 74
Disclaimer
Prudential Financial Inc. published this content on March 27, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 27, 2025 at 20:43:36.701.