Prudential Financial Inc. Announces 2024 Annual Meeting of Shareholders

Ticker: PRS · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 1137774

Prudential Financial Inc DEF 14A Filing Summary
FieldDetail
CompanyPrudential Financial Inc (PRS)
Form TypeDEF 14A
Filed DateMar 28, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$500,000, $2 million
Sentimentneutral

Sentiment: neutral

Topics: proxy statement, annual meeting, shareholder voting, corporate governance, executive compensation

TL;DR

<b>Prudential Financial, Inc. invites shareholders to its Annual Meeting on May 14, 2024, highlighting a voting incentive tied to environmental contributions.</b>

AI Summary

PRUDENTIAL FINANCIAL INC (PRS) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. The Annual Meeting of Shareholders for Prudential Financial, Inc. is scheduled for May 14, 2024. The meeting will be held at 751 Broad Street, Newark, NJ 07102, at 2:00 p.m. A voting incentive is offered to registered shareholders, linked to planting trees with American Forests. Since 2010, American Forests has planted over 892,000 trees on behalf of Prudential shareholders. The company emphasizes its commitment to delivering on promises to employees, customers, shareholders, and communities.

Why It Matters

For investors and stakeholders tracking PRUDENTIAL FINANCIAL INC, this filing contains several important signals. Shareholders are encouraged to vote, as their participation is crucial for the company's governance and strategic direction. The voting incentive program, in partnership with American Forests, demonstrates Prudential's commitment to corporate social responsibility and shareholder engagement.

Risk Assessment

Risk Level: low — PRUDENTIAL FINANCIAL INC shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) for an annual shareholder meeting, containing standard disclosures and no immediate material events.

Analyst Insight

Review the proxy statement for details on director nominations, executive compensation, and shareholder proposals to make an informed voting decision.

Key Numbers

  • May 14, 2024 — Annual Meeting Date (Date of the Annual Meeting of Shareholders.)
  • 2:00 p.m. — Annual Meeting Time (Time of the Annual Meeting of Shareholders.)
  • 751 Broad Street, Newark, NJ 07102 — Meeting Location (Physical address for the Annual Meeting of Shareholders.)
  • 892,000+ — Trees Planted (Number of trees planted by American Forests on behalf of shareholders since 2010.)
  • 2010 — Partnership Start Year (Year Prudential Financial, Inc. established its partnership with American Forests.)

Key Players & Entities

  • Prudential Financial, Inc. (company) — Registrant and filer of the proxy statement.
  • Charles F. Lowrey (person) — Chairman and Chief Executive Officer of Prudential Financial, Inc.
  • American Forests (company) — Environmental organization partnered with Prudential for a shareholder voting incentive.
  • NJ (location) — State of incorporation and business address for Prudential Financial, Inc.
  • 07102 (location) — ZIP code for Prudential Financial, Inc.'s business and mailing address.

FAQ

When did PRUDENTIAL FINANCIAL INC file this DEF 14A?

PRUDENTIAL FINANCIAL INC filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PRUDENTIAL FINANCIAL INC (PRS).

Where can I read the original DEF 14A filing from PRUDENTIAL FINANCIAL INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PRUDENTIAL FINANCIAL INC.

What are the key takeaways from PRUDENTIAL FINANCIAL INC's DEF 14A?

PRUDENTIAL FINANCIAL INC filed this DEF 14A on March 28, 2024. Key takeaways: The Annual Meeting of Shareholders for Prudential Financial, Inc. is scheduled for May 14, 2024.. The meeting will be held at 751 Broad Street, Newark, NJ 07102, at 2:00 p.m.. A voting incentive is offered to registered shareholders, linked to planting trees with American Forests..

Is PRUDENTIAL FINANCIAL INC a risky investment based on this filing?

Based on this DEF 14A, PRUDENTIAL FINANCIAL INC presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) for an annual shareholder meeting, containing standard disclosures and no immediate material events.

What should investors do after reading PRUDENTIAL FINANCIAL INC's DEF 14A?

Review the proxy statement for details on director nominations, executive compensation, and shareholder proposals to make an informed voting decision. The overall sentiment from this filing is neutral.

How does PRUDENTIAL FINANCIAL INC compare to its industry peers?

Prudential Financial, Inc. operates in the life insurance and financial services industry, a sector subject to regulatory oversight and market fluctuations.

Are there regulatory concerns for PRUDENTIAL FINANCIAL INC?

As a financial services company, Prudential is subject to regulations from bodies like the SEC and state insurance departments, impacting its operations and disclosures.

Industry Context

Prudential Financial, Inc. operates in the life insurance and financial services industry, a sector subject to regulatory oversight and market fluctuations.

Regulatory Implications

As a financial services company, Prudential is subject to regulations from bodies like the SEC and state insurance departments, impacting its operations and disclosures.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Examine proposals submitted by management and any shareholder proposals.
  3. Understand the executive compensation structure and rationale.

Key Dates

  • 2024-05-14: Annual Meeting of Shareholders — Shareholders will vote on company matters and elect directors.

Glossary

DEF 14A
Definitive Proxy Statement filed with the SEC. (This filing type indicates the company is providing official proxy materials to shareholders for an upcoming meeting.)
Proxy Statement
A document filed by a company with the SEC that contains information that shareholders need to vote at an annual or special meeting. (Essential for shareholders to understand the issues being voted on, such as director elections and executive compensation.)

Year-Over-Year Comparison

This is the initial filing of the 2024 proxy statement, providing details for the upcoming annual shareholder meeting.

Filing Stats: 4,299 words · 17 min read · ~14 pages · Grade level 14.2 · Accepted 2024-03-28 16:00:53

Key Financial Figures

  • $500,000 — y Grants Program, launched in 2023 with $500,000 in seed funding. In June 2023, we award
  • $2 million — ven million people in 2023, with almost $2 million contributed to help those affected by d

Filing Documents

–Election of Directors

Item 1–Election of Directors 8 Summary of Director Nominee Qualifications and Experience 10 Director Nominees 11 Corporate Governance 14 Comprehensive Steps to Achieve Board Effectiveness 16 A Message to Our Shareholders from Prudential's Lead Independent Director 19 Board Risk Oversight 20 Communication with Directors 23 Committees of the Board of Directors 24 Certain Relationships and Related Party Transactions 25

–Ratification of the Appointment of the Independent Registered Public Accounting Firm

Item 2–Ratification of the Appointment of the Independent Registered Public Accounting Firm 27 Report of the Audit Committee 29

–Advisory Vote to Approve Named Executive Officer Compensation

Item 3–Advisory Vote to Approve Named Executive Officer Compensation 30 Shareholder Proposals

–Shareholder Proposal Regarding an Independent Board Chairman

Item 4–Shareholder Proposal Regarding an Independent Board Chairman 31 Voting Securities and Principal Holders 33 Compensation of Directors 34 Compensation Discussion and Analysis 36 Compensation Highlights 36 Philosophy and Objectives of Our Executive Compensation Program 39 How We Make Compensation Decisions 41 Direct Compensation Components 42 Compensation and Human Capital Committee Report 52 Pay Versus Performance 53 CEO Pay Ratio 55

Executive Compensation

Executive Compensation 56 2023 Summary Compensation Table 56 Grants of Plan-Based Awards 58 Pension Benefits 61 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 Pay Equity Statement 77 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 14, 2024, 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 or about March 28, 2024. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2024 PROXY STATEMENT 7 TABLE OF CONTENTS Item 1 Election of Directors Our Board of Directors has nominated ten directors for election at this Annual Meeting to hold office until the next annual meeting and the election of their successors. All of the nominees are currently directors and are standing for election. Each agreed to be named in this Proxy Statement and serve if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. Director Criteria, Qualifications, Experience and Tenure Prudential Financial is a financial services company that offers a variety of products and services, including life insuranc

Election of Directors

Item 1 Election of Directors In addition, the Committee reviews each current director and evaluates their candidacy for recommendation. A review of their attendance, skills, participation and other time commitments, votes by shareholders on their candidacy, among other factors, is considered. Further, the Board strongly believes that the composition of the Board should be balanced and include longer tenured directors who have seen several financial cycles, mid-term tenured directors, and newer directors. Our Board believes that a balance of our director diversity of experience and tenure is a strategic asset to our investors. The range of our Board's tenure encompasses directors who have historic institutional knowledge of Prudential and the competitive environment, complemented by newer directors with varied backgrounds and skills. This robustness of our refreshment strategy combines experience and continuity with new perspectives. It is of critical importance to the Company that the Committee recruit directors who help achieve the goal of a well-rounded Board that functions respectfully as a unit. The Committee expects each of the Company's directors to have proven leadership skills, sound judgment, integrity and a commitment to the success of the Company. In evaluating director candidates and considering incumbent directors for nomination to the Board, the Committee considers each nominee's independence, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2024 PROXY STATEMENT 9 TABLE OF CONTENTS

Election of Directors

Item 1 Election of Directors Summary of Director Nominee Qualifications and Experience Casellas Falzon Hund-Mejean Jones Lowrey Murphy Pianalto Poon Scovanner Todman Academia/Education Brings perspective regarding organizational management and academic research relevant to our business and strategy Business Ethics Play a critical role in the success of our businesses Business Head/Administration Directors with administration experience typically possess strong leadership qualities and the ability to identify and develop those qualities in others Business Operations A practical understanding of developing, implementing and assessing our operating plan and business strategy Corporate Governance Supports our goals of strong Board and management accountability, transparency and protection of shareholder interests Environmental/Sustainability/Climate Change Strengthens the Board's oversight and assures that strategic business imperatives and long term value creation are achieved within a sustainable, environmentally focused model Finance/Capital Allocation For evaluating our financial statements and capital structure Financial Expertise/Literacy Assists our directors in understanding and overseeing our financial reporting and internal controls Financial Services Industry For understanding and reviewing our business and strategy Government/Public Policy The Company operates in a heavily regulated industry that is directly affected by governmental actions Human Capital Management/Talent/Inclusion and Diversity For oversight of the implementation of a successful framework for workforce acquisition, workforce management and workforce optimization that results in the attraction, development and retention of top candidates with diverse skills and backgrounds Insurance Industry For understanding and reviewing our business and strategy International For understanding and reviewing our business and strategy Investments For evaluati

Election of Directors

Item 1 Election of Directors Director Nominees The Board of Directors recommends that shareholders vote "FOR" each of the nominees. Gilbert F. Casellas Age: 71 Director Since: January 2001 (Director of Prudential Insurance since April 1998) Prudential Committees: Compensation and Human Capital Corporate Governance and Business Ethics (Chair) Executive Mr. Casellas served as Chairman of OMNITRU (a consulting and investment firm) from 2011 to 2017. He was VP, Corporate Responsibility, of Dell Inc. (a global computer manufacturer) from 2007 to 2010. Mr. Casellas served as Chairman, U.S. EEOC from 1994 to 1998 and General Counsel, U.S. Department of the Air Force, from 1993 to 1994. Robert M. Falzon Age: 64 Director Since: August 2019 Mr. Falzon has been Vice Chairman of Prudential Financial since December 2018 and oversees the finance, risk, investments, actuarial, communications, information & technology, and corporate social responsibility functions. Previously, he served as EVP and CFO of Prudential Financial from 2013 to 2018, and has been a member of the Company's Executive Leadership Team since 2013. Mr. Falzon also served as SVP and Treasurer of Prudential Financial from 2010 to 2013. Mr. Falzon has been with Prudential since 1983, serving in various positions. Martina Hund-Mejean Age: 63 Director Since: October 2010 Prudential Committees: Audit (Chair) Executive Finance Public Directorships: Colgate-Palmolive Company Former Directorships Held During the Past Five Years: Shell plc (May 2023) Ms. Hund-Mejean served as CFO and as a member of the Management Committee at MasterCard Worldwide (a technology company in the global payments industry) from 2007 to 2019. Ms. Hund-Mejean served as SVP and Corporate Treasurer at Tyco International Ltd. from 2003 to 2007; SVP and Treasurer at Lucent Technologies from 2000 to 2002; and held management positions at General Motors Company from 1988 to 2000. Ms. Hund-Mejean began her career a

Election of Directors

Item 1 Election of Directors Charles F. Lowrey Age: 66 Director Since: December 2018 Prudential Committees: Executive Mr. Lowrey has been Chairman and CEO of Prudential Financial, Inc. since December 2018. Prior to assuming his current roles, Mr. Lowrey served as EVP and Chief Operating Officer (COO) of Prudential's International businesses from 2014 to 2018. Previously, he was EVP and COO of Prudential's U.S. Businesses from 2011 to 2014. Mr. Lowrey also served as President and

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