Prudential Financial (PRU) Proxy Filing summary

Executive summary

• 2024 performance showed strong sales in retirement and insurance, positive net flows in investment management, and a diversified product mix supporting global growth and capital efficiency.

• Major leadership transitions include Andrew Sullivan becoming CEO in March 2025, with Charles Lowrey moving to Executive Chairman, and several other executive appointments to key roles.

• The Board emphasizes deliberate succession planning, diversity of skills, and regular evaluation of board composition and effectiveness.

• Shareholder engagement remains a priority, with active outreach on transformation, compensation, cybersecurity, and board structure.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, ratification of PwC as auditor, an advisory say-on-pay vote, and a shareholder proposal for an independent board chairman (which the Board recommends voting against).

• The Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and against the independent chairman proposal.

Board of directors and corporate governance

• The Board is 78% independent, 44% women, and 86% diverse among non-employee directors, with an average tenure of 9 years.

• Board committees include Audit, Compensation and Human Capital, Corporate Governance and Business Ethics, Executive, Finance, and Investment, all with defined charters and independent membership where required.

• The Lead Independent Director, Michael Todman, was elected in 2023 and plays a key role in board leadership and succession planning.

• The Board conducts annual self-evaluations, director re-nomination reviews, and maintains robust onboarding and continuing education, including cybersecurity and AI oversight.