Proxy Statement (Form DEF 14A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Charles F. Lowrey Chairman and Chief Executive Officer Prudential Financial, Inc.

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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.

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 at www.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 at independentdirectors@prudential.com or provide feedback on our executive compensation program via our website at www.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.

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,

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 at www.prudential.com/governance.

Proposal	​	​	Recommendation of Board	​
Election of directors	​	​	FOR each of the nominees	​
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Ratification of independent auditor	​	​	FOR	​
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Advisory vote to approve named executive officer compensation	​	​	FOR	​
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Shareholder proposal regarding an Independent Board Chairman	​	​	AGAINST	​

All nominees are independent except for Charles F. Lowrey and Andrew Sullivan.

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(1)

Ms. Murphy will not be standing for election in 2025.

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(2)

Mr. Scovanner will not be standing for election in 2025. Member  Chair

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(3)

Mr. Sullivan will be appointed to the Board on March 31, 2025.

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(4)

Mr. Todman has been Lead Independent Director since 2023.

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​	​	​	1-Year	​	​	3-Year	​	​	5-Year	​
Cumulative TSR	​	​	19%	​	​	26%	​	​	63%	​
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Annualized TSR	​	​	19%	​	​	8%	​	​	10%	​
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Percentile Rank	​	​	16%	​	​	50%	​	​	49%	​

Board Committees	​	​	Independent	​
Audit	​	​	Yes	​
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Corporate Governance and Business Ethics	​	​	Yes	​
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Compensation and Human Capital	​	​	Yes	​
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Finance	​	​	Yes	​
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Investment	​	​	Yes	​

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Number of Board Meetings Held	​	​	9	​

Director Attendance Board and Committee Meetings				​
All Directors	​	​	99%	​

2024 Annual Meeting Proposal Results	​	​	% Support	​
Election of directors	​	​	92.27 - 98.68%	​
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Appointment of the Independent Auditors	​	​	94.18%	​
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Advisory vote to approve named executive officer compensation	​	​	72.74%	​
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Shareholder proposal regarding an Independent Board Chairman	​	​	34.91%	​

Board Structure (Nominees)	​	​	​	​
Chairman Classification	​	​	Combined*	​
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Independent Lead Director	​	​	Yes	​
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Number of Directors	​	​	9	​
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% Independent	​	​	78%	​
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% Non-Employee Director Diverse	​	​	86%	​
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% Women	​	​	44%	​
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Director Average Tenure (years)	​	​	9	​
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Director Average Age	​	​	65	​

Shareholder Rights	​	​	​	​
Classified Board	​	​	No	​
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Shareholder right to call special meetings	​	​	10%	​
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Material restrictions on right to call special meetings	​	​	No	​
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Shareholder right to act by written consent	​	​	Unanimous	​
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Poison Pill	​	​	No	​
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Proxy Access	​	​	Yes	​

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.

​	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 PublicAccounting Firm	​	​	​	​	28	​	​
​	Report of the Audit Committee	​	​	​	​	30	​	​
​	ITEM 3 - Advisory Vote to Approve NamedExecutive Officer Compensation	​	​	​	​	31	​	​
​	Shareholder Proposals	​	​	​	​	​	​	​
​	Item 4 - Shareholder Proposal Regarding an Independent Board Chairman	​	​	​	​	32	​	​
​	Voting Securities and Principal Holders	​	​	​	​	34	​	​

​	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	​	​

Our Board of Directors has nominated nine director nominees 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 except for Mr. Sullivan, who was elected by the Board of Directors and will join the Board effective March 31, 2025. 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.

Prudential Financial is a financial services company that offers a variety of products and services, including life insurance, annuities, retirement-related services, mutual funds, and investment management. The Corporate Governance and Business Ethics Committee performs an assessment of the skills and the experience needed to properly oversee the interests of the Company. Generally, the Committee reviews both the short- and long-term strategies of the Company to determine what current and future skills and experience are required of the Board in exercising its oversight function and in the context of the Company's strategic priorities. The Committee then compares those skills to those of the current directors and potential director candidates. The Committee conducts targeted efforts to identify and recruit individuals who have the qualifications identified through this process.

Board Highlights

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, and 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 skills for attaining effectiveness 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.

​

The Board of Directors recommends that shareholders vote "FOR"each of the nominees.

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​		​	​	Gilbert F. Casellas​ Age: 72 Director Since: January 2001 (Director of Prudential Insurance since April 1998)	​
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			​	Prudential Committees: • Compensation and Human Capital ​ • Corporate Governance and Business Ethics (Chair) ​ • Executive ​	​
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​	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.				​

​		​	​	Carmine Di Sibio​ Age: 61 Director Since: July 2024	​
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			​	Prudential Committees: • Audit ​ Public Directorships: • Paypal Holdings, Inc. ​ Former Directorships Held During the Past Five Years: • EY (June 2024) ​	​
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​	Mr. Di Sibio served as Global Chairman and CEO of EY, a professional organization that specializes in tax, information technology and consulting advisory services, from 2019 to 2024. Prior to this, Mr. Di Sibio served as EY Global Managing Partner - Client Service from 2013 to 2019 and led the execution of EY's global strategy in its four geographic areas and four service lines. Mr. Di Sibio was also instrumental in the creation of the Global Innovation Team at EY, which redefined how EY teams use technology to transform existing services and create solutions. During his career at EY, Mr. Di Sibio also served as the Chair of the Global Financial Services Markets Executive as well as Regional Managing Partner for the Americas Financial Services Organization, where he started EY's Risk Management and Regulatory Services, which is now a multibillion-dollar global business. Mr. Di Sibio served in various other executive positions after beginning his career as an auditor at EY in 1985.				​

​		​	​	Martina Hund-Mejean Age: 64 Director Since: October 2010	​
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			​	Prudential Committees: • Audit (Chair) ​ • Executive ​ • Finance ​ Public Directorships: • Colgate-Palmolive Company ​ • GE Vernova Inc. ​ Former Directorships Held During the Past Five Years: • Shell plc (May 2023) ​	​
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​	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 as a credit analyst at Dow Chemical in Frankfurt, Germany.				​

​		​	​	Wendy E. Jones Age: 59 Director Since: January 2021	​
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			​	Prudential Committees: • Audit ​ • Compensation and Human Capital ​ • Corporate Governance and Business Ethics ​	​
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​	Ms. Jones served as SVP, Global Operations at eBay, Inc. (a multi-national e-commerce corporation) from October 2016 to December 2020, and was responsible for eBay's customer service, risk, trust, payment operations and workplace resources functions around the world. During that time, Ms. Jones also served as Chair of eBay's Operating Committee, which managed the firm's intersection of product and business teams and oversaw the development and execution of the company's annual business road map. Prior to that time, she served in various other leadership positions and focused much of her career on eBay's global presence, including launching eBay in markets such as Brazil, Russia and Mexico and spearheading eBay's cross-border trade efforts. Prior to joining eBay, Ms. Jones worked in various leadership roles at State Street Bank, Land Rover NA, and for iSKY, Inc.				​

​		​	​	Charles F. Lowrey Age: 67 Director Since: December 2018	​
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			​	Prudential Committees: • Executive ​	​
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​	Mr. Lowrey has been elected the Executive Chairman of the Board of Prudential Financial, Inc., effective March 31, 2025, and has been the Chairman and CEO from 2018 to 2025. 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 CEO of PGIM, Prudential's global investment management business, and as CEO of its real estate investment business, PGIM Real Estate. Before joining Prudential in 2001, he was a managing director and head of the Americas for J.P. Morgan's Real Estate and Lodging Investment Banking group, where he began his investment banking career in 1988. Earlier, he spent four years as a managing partner of an architecture firm he founded in New York City. During this time, he became a registered New York architect.				​

​		​	​	Sandra Pianalto Age: 70 Director Since: July 2015	​
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			​	Prudential Committees: • Corporate Governance and Business Ethics ​ • Investment ​ Public Directorships: • Eaton Corporation plc ​ Former Directorships Held During the Past Five Years: • The J.M. Smucker Company (August 2023) ​ • FirstEnergy Corp. (May 2021) ​	​
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​	Ms. Pianalto served as President and CEO of the Federal Reserve Bank of Cleveland (the Cleveland Fed) from February 2003 until her retirement in May 2014. Ms. Pianalto also served in various executive and supervisory roles at the Cleveland Fed from 1983 to 1988. Prior to joining the Cleveland Fed, Ms. Pianalto was an economist at the Board of Governors of the Federal Reserve System and served on the staff of the Budget Committee of the U.S. House of Representatives.				​

​		​	​	Christine A. Poon Age: 72 Director Since: September 2006	​
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			​	Prudential Committees: • Executive ​ • Finance (Chair) ​ • Investment ​ Public Directorships: • Regeneron Pharmaceuticals, Inc. ​ • The Sherwin-Williams Company ​ • Neurocrine Biosciences, Inc. ​ Former Directorships Held During the Past Five Years: • Decibel Therapeutics, Inc. (December 2021) ​ • Koninklijke Philips NV (May 2021) ​	​
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​	Ms. Poon served as Executive in Residence at The Max M. Fisher College of Business at The Ohio State University ("Fisher College of Business") from 2015 until her retirement in 2020 and served as Professor of Management and Human Resources at The Fisher College of Business from October 2014 to September 2015. Ms. Poon previously served as Dean and John W. Berry, Sr. Chair in Business at The Fisher College of Business at The Ohio State University from April 2009 until October 2014. She served as Vice Chair and Member of the Board of Directors of Johnson & Johnson from 2005 until her retirement in March 2009. Ms. Poon joined Johnson & Johnson in 2000 as Company Group Chair in the Pharmaceuticals Group. She became a member of Johnson & Johnson's Executive Committee and Worldwide Chair, Pharmaceuticals Group, in 2001, and served as Worldwide Chair, Medicines and Nutritionals, from 2003 to 2005. Prior to joining Johnson & Johnson, she served in various management positions at Bristol-Myers Squibb for 15 years.				​

​		​	​	Andrew F. Sullivan Age: 54 Nominee Director as of March 31, 2025	​
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​	Mr. Sullivan has been elected Chief Executive Officer and President of Prudential Financial, Inc. and The Prudential Insurance Company of America effective March 31, 2025 and will become a member of the Board at that time. Currently, as Executive Vice President and Head of International Businesses and Global Investment Management, he oversees the company's International Insurance segment which develops, distributes and services the operations, strategic investments and joint ventures for the Companies in Asia, Latin America and Africa, and he leads PGIM, the firm's global asset management business. Previously, Mr. Sullivan has served in a variety of leadership positions at Prudential, including head of the firm's U.S.-based businesses, comprising Group Insurance, Individual Life Insurance, Retirement Strategies, and Retail Advice and Solutions. He also served as head of Prudential's Workplace Solutions businesses and had responsibility for the Group Insurance underwriting, claims and service organizations. Prior to joining Prudential in 2011, he served in various leadership roles at CareFirst BlueCross BlueShield, Cigna, Diamond Technology Partners and DaimlerChrysler. Mr. Sullivan graduated from the United States Naval Academy in Annapolis, Maryland and began his naval career as a nuclear submarine officer. During his tenure with the Navy, he was awarded the Navy and Marine Corps Achievement Medal for superior leadership and performance on board the USS Nebraska.				​

The Company is committed to good corporate governance, which helps us compete more effectively, sustain our success and build long-term shareholder value. The Company is governed by a Board of Directors and committees of the Board that meet throughout the year. Directors discharge their responsibilities at Board and committee meetings through ongoing communication with one another and management.

The Board has adopted Corporate Governance Principles and Practices to provide a framework for the effective governance of the Company. The Corporate Governance Principles and Practices are reviewed regularly and updated as appropriate. The full text of the Corporate Governance Principles and Practices, which includes the definition of independence adopted by the Board, the charters of the Corporate Governance and Business Ethics, Compensation and Human Capital and Audit Committees, the Lead Independent Director Charter, the Code of Business Conduct and Ethics for Members of the Board of Directors, Prudential's Code of Conduct "Making the Right Choices," and the Related Party Transaction Approval Policy can be found at www.prudential.com/governance. Copies of these documents also may be obtained from the Chief Governance Officer and Corporate Secretary.

Governance is a continuing focus at the Company, starting with the Board and extending to management and all employees. Therefore, the Board reviews the Company's policies and business strategies and advises and counsels the CEO and other executive officers who manage the Company's businesses, including actively overseeing and reviewing, on at least an annual basis, the Company's strategic plans.

In addition, we solicit feedback from shareholders on corporate governance and executive compensation practices, among other items, and engage in discussions with various groups and individuals on these matters.

The Corporate Governance and Business Ethics Committee screens and recommends candidates for nomination by the full Board. The Company's By-laws provide that the size of the Board may range from 9 to 14 members, reflecting the Board's current view of its optimal size. The Committee is assisted with its recruitment efforts by an independent third-party search firm, which recommends candidates who satisfy the Board's criteria. The search firm also provides research and pertinent information regarding candidates, as requested. Mr. Di Sibio, who was elected to the Board of Directors effective July 2024, was recommended by an independent third-party search firm.

Director Orientation

All new directors participate in a robust director orientation and onboarding process addressing topics such as Prudential's multi-asset business model, Company strategy, operating performance, and culture. In support of successful integration into active boardroom discussions, new directors have one on one sessions with other directors and leaders of Prudential's business lines.

Director Continuing Education

Prudential's director education practices reflect rapidly evolving external developments and strategy, risks and talent oversight needs.

In 2024, the Company's senior leadership led Board discussions regarding the use of generative artificial intelligence and intelligent automation to improve interaction with Prudential's customers and processes. The entire Board also has received technology and cybersecurity training led by both internal and external experts.

We believe the Board and Prudential's executive leadership team must have the knowledge and skills necessary to assess cybersecurity risks, evaluate security plans, and evaluate policies and solutions that protect Prudential's assets.

The Board applies equal rigor to its director re-nomination process as it does to evaluating prospective directors to join the Board.

Each year the Corporate Governance and Business Ethics Committee evaluates each director's ability to continue his/her contribution to the Company and its stakeholders in a number of categories.

Director Commitments Oversight

The Board recognizes that its members benefit from service on other public company boards. The Board also believes however, it is critical that Directors can dedicate sufficient time to their service on Prudential's Board. Directors must notify the Executive Chairman, CEO, Lead Independent Director and Chief Governance Officer, Senior Vice President and Corporate Secretary before accepting an invitation to serve on another public company board. The Corporate Governance and Business Ethics Committee reviews and determines whether the position would affect the Director's ability to serve on Prudential's Board. As part of the annual director nomination process, the Corporate Governance and Business Ethics Committee considers a director's ability to devote sufficient time to prepare for and attend all Board and committee meetings and perform all Board and committee responsibilities. It is expected that no Director shall serve on more than four other public company boards in addition to the Prudential Board. However, the Board may determine that service in excess of these guidelines is appropriate based on the facts and circumstances.

Our By-laws permit a group of up to 20 shareholders who have owned at least 3% of our outstanding capital stock for at least three years to submit director nominees for up to 20% of our Board seats for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) meet the requirements in our By-laws.

Shareholders who wish to nominate directors for inclusion in our Proxy Statement or directly at an Annual Meeting in accordance with the procedures in our By-laws should follow the instructions under "Submission of Shareholder Proposals and Director Nominations" in this Proxy Statement.

Shareholders who wish to recommend candidates for consideration should send their recommendations to the attention of Margaret M. Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, at 751 Broad Street, Newark, NJ 07102. The Committee will consider director candidates recommended by shareholders in accordance with the criteria for director selection described under "Director Criteria, Qualifications, Experience, and Tenure."

During 2024, the Board of Directors held 9 meetings. Directors attended 99% of all meetings of the full Board and the committees on which they served.

Directors are expected to attend the annual meeting of shareholders. All then-serving Directors were present for the 2024 annual meeting of shareholders.

The independent Directors generally meet in an executive session at both the beginning and end of each regularly scheduled Board meeting, with the Lead Independent Director serving as Chair. The independent Directors of the Board met twice during 2024 and have held their own meetings several times in connection with succession planning.

The Board is committed to a rigorous self-evaluation process. Through evaluation, Directors review the Board's performance, including areas where the Board believes it functions effectively, and more importantly, areas where the Board believes it can improve.

Shareholder Engagement at Prudential

In 2024, management and Board members engaged with shareholders who hold a majority of our shares. During these discussions, shareholders were encouraged to identify potential Board candidates and share feedback regarding the Company and issues described in the table below.

Currently, our Board leadership structure consists of a Lead Independent Director, a Chairman (who is also our CEO) and committee chairs. The Board believes that our structure provides independent Board leadership and engagement.

The Board, under the leadership of the Lead Independent Director and Chair of the Corporate Governance and Business Ethics Committee, at least annually, reviews its leadership structure and thoroughly evaluates whether to continue to combine or to split the chair and CEO roles. After considering the perspectives of the independent Directors, the views of our significant shareholders, voting results of recent independent chair proposals, academic research, practical experience at peer companies, and benchmarking and performance data, the Board in 2024 determined that having the same individual as both Chairman of the Board and CEO is in the best interests of the Company and its shareholders.

On March 31, 2025, Mr. Lowrey will step down as CEO and remain on the Board as Executive Chairman, and Mr. Sullivan will become CEO and join the Board. It is expected that Mr. Lowrey will remain as Executive Chairman for 18 months. The Board determined that appointing our CEO to the role of Executive Chairman is in the best interest of the Company and will continue to monitor the appropriateness of this structure.

In performing its oversight responsibilities, the Board and its committees review policies and guidelines that senior management uses to manage the Company's exposure to material categories of risk. As these issues sometimes overlap, Board committees hold joint meetings when appropriate and address certain issues at the full Board level. During 2024, the Audit and Finance Committees received updates from the Chief Risk Officer on the important risks facing the Company, including a discussion on our Own Risk and Solvency Assessment ("ORSA"), as well as other existing and significant emerging risks. In addition, the Board and committees reviewed the performance and functioning of the Company's overall risk management function, as well as how the Company's risk oversight process aligns with its disclosure controls and procedures.

The Company, under the Board's oversight, is organized to promote a strong risk awareness and management culture. The Chief Risk Officer sits on many management committees and heads an independent enterprise risk management department; the General Counsel and Chief Compliance Officer also sits on key management committees and the functions she oversees operate independently of the businesses to separate management and oversight. Also, our employees are evaluated with respect to risk and ethics.

Cybersecurity Risk Oversight

The Board oversees the Company's Information Security program. In order to respond to the threat of security breaches and cyberattacks, we have developed a program, overseen by the Company's Chief Information Security Officer and our Information Security Office, that is designed to protect and preserve the confidentiality, integrity and continued availability of information owned by, or in the care of, the Company. This program also includes a cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. The Audit Committee, which is tasked with oversight of certain risk issues, including cybersecurity, receives reports from the Chief Information Security Officer, the Head of Global Technology and Operations and Risk Management throughout the year. At least annually, the Board and the Audit Committee also receive updates about the results of program reviews, which may include exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and internal response preparedness. The Audit Committee regularly briefs the full Board on these matters, and the full Board also receives periodic briefings from internal and external experts on cyber threats in order to enhance our Directors' literacy on cyber issues.

Executive Compensation Risk Oversight

We monitor the risks associated with our compensation programs and individual executive compensation decisions on an ongoing basis. Each year, management undertakes a review of the Company's various compensation programs to assess the risks arising from our compensation policies and practices. Management presents these risk assessments to the Compensation and Human Capital Committee. The risk assessments have included a review of the primary design features of the Company's compensation plans, the process to determine compensation pools and awards for employees and an analysis of how those features could directly or indirectly encourage or mitigate risk-taking. As part of the risk assessments, it has been noted that the Company's annual incentive plan allows for discretionary negative adjustments to the ultimate outcomes, which serves to mitigate risk-taking.

Moreover, senior management is subject to share ownership and retention policies, and historically, a large percentage of senior management compensation has been paid in the form of long-term equity awards. In addition, senior management compensation is paid over a multiple-year cycle, a compensation structure that is intended to align incentives with appropriate risk-taking. The Company's general risk

management controls also serve to preclude decision-makers from taking excessive risk to eathe incentives provided under our compensation plans. The Compensation and Human Capital Committee agreed with the conclusion that the identified risks were within our ability to effectively monitor and manage, and that our compensation programs do not encourage unnecessary or excessive risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Environmental stewardship, which includes Prudential's climate practices, is overseen by the Board's Corporate Governance and Business Ethics Committee. The full Board receives reports from its committees on sustainability related risks and opportunities, enabling Directors to weigh these considerations when reviewing business decisions and strategic plans. The Company's Executive Sustainability Committee, comprised of relevant senior leaders, oversees the Company's sustainability approach, including environmental stewardship and climate, and is supported by the Sustainability Office, a Climate Change Task Force, sustainability committees in Japan and Brazil, and PGIM's ESG Council.

The Compensation and Human Capital Committee and the full Board's involvement in leadership development and succession planning is systematic and ongoing. We believe that human capital management and succession planning extending from the CEO throughout the organization is paramount to the Company's success and central to our long-term strategy.

The Committee's charter outlines its purpose, responsibilities, and authority. In 2023, the Committee changed its name from Compensation Committee to Compensation and Human Capital Committee to fully reflect its oversight of the organization's programs and practices related to talent and leadership, risks for succession planning and compensation, and strategies and policies related to human capital management.

The Board has established clear criteria for evaluating potential CEO candidates including demonstrated performance over multiple years while performing against a robust development plan. This enables the Board to assess the individual's leadership qualities, and strategic judgment in various scenarios over time. The CEO and Chief Human Resources Officer collaborate with the Committee and other Board committees to prepare and evaluate management development and succession plans several levels below the CEO. The Committee reports its CEO succession plan and candidate assessment to the full Board at least once per year for its comments and appraisal.

In addition, the Board reviews the Company's overall human capital outlook in support of its business strategy at least annually and frequently discusses talent issues at its meetings. In support of our commitment to talent development, throughout the year, individuals identified as high-potential leaders are given exposure and visibility to Board members through formal presentations and at informal events, including Board dinners. This allows directors to have an informed opinion about Prudential's talent depth and the possession of the skills necessary to lead and achieve the Company's goals. Each business line and the Risk, Audit, and Finance functions engage in succession planning for key roles at least once per year.

In December 2024, the Board announced the appointment of Mr. Sullivan as its next Chief Executive Officer, succeeding Charles Lowrey, who will remain as Executive Chairman for 18 months. This CEO succession plan was a deliberate and coordinated multi-year effort - which included assessing internal and external candidates - resulting in a seamless leadership transition. The rigor of the plan allowed the Board to identify and engage with candidates well in advance of the current CEO's departure and publicly announce the succession without market disruption.

Communication with Directors

Shareholders and other interested parties may communicate with any of the independent Directors, including Committee Chairs and the Lead Independent Director, by using the following address:

Prudential Financial, Inc.
Board of Directors
c/o Margaret M. Foran, Chief Governance Officer,
Senior Vice President and Corporate Secretary
751 Broad Street
Newark, NJ 07102

Email: independentdirectors @prudential.com

The Chief Governance Officer, Senior Vice President and Corporate Secretary of the Company reviews communications to the independent Directors and forwards those communications to the independent Directors as discussed below. Communications involving substantive accounting or auditing matters will be immediately forwarded to the Chair of the Audit Committee and the Company's Corporate Chief Ethics Officer consistent with time frames established by the Audit Committee for the receipt of communications dealing with these matters. Communications that pertain to non-financial matters will be forwarded promptly. Items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitations or advertisements; product-related inquiries; junk mail or mass mailings; resumes or other job-related inquiries; or spam and overly or overtly hostile, threatening, potentially illegal or similarly unsuitable communications.

Feedback on Executive Compensation:

You can also provide feedback on executive compensation at the following website: www.prudential.com /executivecomp.

Committees of the Board of Directors

The Board has established various committees to assist in discharging its duties, including: Audit, Compensation and Human Capital, Corporate Governance and Business Ethics, Executive, Finance and Investment. The primary responsibilities of each of the committees are set forth below, together with their current membership and the number of meetings held in 2024. Committee charters can be found on our website at www.prudential.com/governance. Each member of the Audit, Compensation and Human Capital, and Corporate Governance and Business Ethics Committees has been determined by the Board to be independent for purposes of the NYSE Corporate Governance listing standards. In addition, Directors who serve on the Audit Committee and the Compensation and Human Capital Committee meet additional, heightened independence and qualification criteria applicable to Directors serving on these committees under the NYSE listing standards.

​	Audit Committee​ Meetings in 2024: 12	​
​		​
​	The Audit Committee provides oversight of the Company's accounting and financial reporting and disclosure processes, the adequacy of the systems of disclosure and internal control established by management, and the audit of the Company's financial statements. The Audit Committee oversees insurance risk and operational risks, risks related to financial controls, and legal, regulatory, cybersecurity and compliance matters, and oversees the overall risk management governance structure and risk management function. Among other things, the Audit Committee: (1) appoints the independent auditor and evaluates its qualifications, independence and performance; ​ (2) reviews the audit plans for and results of the independent audit and internal audits; and ​ (3) reviews reports related to processes established by management to provide compliance with legal and regulatory requirements. ​ The Board has determined that all of our Audit Committee members are financially literate and audit committee financial experts as defined by the SEC.	​

​	Compensation and Human Capital Committee Meetings in 2024: 7	​
​	The Compensation and Human Capital Committee oversees the Company's programs and practices related to talent and leadership; compensation of the Company's executive officers; administration of the equity-based and certain other compensation plans; management of risks for succession planning and compensation; and strategies and policies related to human capital management. For more information on the responsibilities and activities of the Compensation and Human Capital Committee, including the Committee's processes for determining executive compensation, see the CD&A.	​

​	Corporate Governance andBusiness Ethics Committee Meetings in 2024: 6	​
​	The Corporate Governance and Business Ethics Committee oversees the Board's corporate governance procedures and practices, including the recommendations of individuals for the Board, recommendations to the Board regarding director compensation, overseeing the Company's ethics and conflict-of-interest policies, its political contributions and lobbying expenses policy, its strategy and reputation policy regarding environmental, social and governance issues, including environmental stewardship, sustainability, climate, human capital management external reporting, and corporate social responsibility for the Company's global businesses.	​

​	Executive Committee​ Meetings in 2024: 0	​
​	The Executive Committee is authorized to exercise the corporate powers of the Company between meetings of the Board, except for those powers reserved to the Board by our By-laws or otherwise.	​

​	Finance Committee​ Meetings in 2024: 5	​
​	The Finance Committee oversees, takes actions, and approves policies with respect to capital, liquidity, borrowing levels, reserves, benefit plan funding, major capital expenditures, and oversight of the ORSA and the Company's Risk Appetite Framework.	​

​	Investment Committee​ Meetings in 2024: 4	​
​	The Investment Committee oversees and takes actions with respect to the acquisition, management and disposition of invested assets and reviews investment risks and exposures, as well as the investment performance of products and accounts managed on behalf of third parties.	​

In addition to the above Committee meetings, the Board held 9 meetings in 2024.

The Company has adopted a written Related Party Transaction Approval Policy that applies:

to any transaction or series of transactions in which the Company or a subsidiary is a participant;

​

when the amount involved exceeds $120,000; and

​

when a related party (a director or executive officer of the Company, any nominee for director, any shareholder owning an excess of 5% of the total equity of the Company and any immediate family member of any such person) has a direct or indirect material interest (other than solely as a result of being a director or trustee or in any similar position or a less-than-10% beneficial owner of another entity).

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The policy is administered by the Corporate Governance and Business Ethics Committee, which will consider relevant facts and circumstances in determining whether or not to approve or ratify such a transaction, and will approve or ratify only those transactions that are, in its judgment, appropriate or desirable under the circumstances.

In the ordinary course of business, we may from time to time engage in transactions with other corporations or financial institutions whose officers or directors are also directors of Prudential Financial. In all cases, these transactions are conducted on an arm's-length basis. In addition, from time to time executive officers and directors of Prudential Financial may engage in transactions in the ordinary course of business involving services we offer, such as insurance and investment services, on terms similar to those extended to employees of Prudential Financial and its subsidiaries and affiliates generally. The Corporate Governance and Business Ethics Committee has determined that certain types of transactions do not create or involve a direct or indirect material interest, including (i) any sales of financial services or products to a related party in the ordinary course of business on terms and conditions generally available in the marketplace (or at ordinary employee discounts, if applicable) and in accordance with applicable law and (ii) all business relationships between the Company and a 5% shareholder or a business affiliated with a director, director nominee or immediate family member of a director or director nominee made in the ordinary course of business on terms and conditions generally available in the marketplace and in accordance with applicable law.

Pursuant to our policy, the Corporate Governance and Business Ethics Committee determined that one transaction qualifies as a disclosable related party transaction since the beginning of 2024:

Michael F. Falzon, the brother of Robert M. Falzon, our Vice Chairman, is our Vice President and Business Technology Officer, Prudential Advisors. In 2024, the total compensation paid to Michael Falzon, including salary, bonus and the grant date value of long-term incentive awards, was less than $760,000. Michael Falzon's compensation was similar to the compensation of other employees holding equivalent positions.

We do not have a shareholder rights plan. The Board will obtain shareholder approval prior to adopting a future shareholder rights plan unless the Board, in the exercise of its fiduciary duties, determines that under the circumstances then existing, it would be in the best interests of the Company and our shareholders to adopt a rights plan without prior shareholder approval. If a rights plan is adopted by the Board without prior shareholder approval, the plan must provide that it will expire within one year of adoption unless ratified by shareholders.

The Corporate Governance and Business Ethics Committee reviews and approves an annual report on political activities, contributions and lobbying expenses. It monitors and evaluates the Company's ongoing political strategy as it relates to overall public policy objectives for the next year and provides guidance to the Board. We provide on our website a description of our oversight process for political contributions and a summary of Political Action Committee, or PAC, contributions. We also disclose semiannual information on dues, assessments and contributions of  $10,000 or more to trade associations and tax-exempt advocacy groups and a summary of Company policies and procedures for political activity. This disclosure is available at www.prudential.com/governance under the heading "Political Activity & Contributions."

The 2024 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Prudential as a Trendsetter company, the highest distinction. This is the ninth consecutive year that Prudential has been recognized for its disclosure, accountability, and political spending oversight.

Two independent Directors are currently members of Prudential's Corporate Social Responsibility Oversight Committee. This Committee oversees Prudential's corporate social responsibility work including philanthropy, corporate contributions, employee community engagement, market-facing inclusion efforts, and impact and responsible investing. Our 2024 metrics in these areas include:

Making a Difference

As we celebrate our 150th anniversary, we are proud of our longstanding commitment to catalyze societal impact. We foster a culture of engagement with all of our stakeholders, from employees to shareholders and communities. We make strategic investments to enhance economic and social mobility for communities in need, we bring together partners to create and scale promising initiatives that build and protect generational wealth, and we engage employees and social sector leaders to address the needs of diverse customers and communities. We encourage and empower employees to excel in service of communities around the globe. While our commitment can be measured in grants, investments, and volunteer hours, it runs deeper than numbers alone. The foundation of Prudential's mission is grounded in its leadership and unwavering dedication to be a responsible, purpose-led company.

The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP ("PricewaterhouseCoopers" or "PwC") as the Company's independent registered public accounting firm ("independent auditor") for 2025. We are not required to have the shareholders ratify the selection of PwC as our independent auditor, but we are doing so because we believe it is a matter of good corporate practice.

If the shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain PwC but may nevertheless retain it as the Company's independent auditor. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interest of Prudential Financial and its shareholders. Representatives of PwC are expected to present at the Annual Meeting and will have the opportunity to make a statement and be available to respond to appropriate questions by shareholders.

The following is a summary and description of fees for services provided by PwC in 2024 and 2023.

Worldwide Fees (in millions)

​

(1)

The aggregate fees for professional services rendered for the integrated audit of the consolidated financial statements of Prudential Financial and, as required, audits of various domestic and international subsidiaries, the issuance of comfort letters, attest services required by regulation, consents and assistance with review of documents filed with the Securities and Exchange Commission ("SEC"). The $7M decrease from 2023 Audit fees reflects the completion of the implementation of Accounting Standard Update ("ASU") 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts.

​

(2)

The aggregate fees for assurance and related services, including internal control and financial compliance reports, attest services not required by regulation, assurance procedures over new accounting standards prior to the implementation year and accounting consultation on new accounting standards, acquisitions and potential financial reporting requirements.

​

(3)

The aggregate fees for services rendered for tax retupreparation, tax advice related to mergers and acquisitions and other international, federal and state projects and requests for rulings. In 2024, tax compliance and preparation fees totaled approximately $1.7 million and tax advisory fees totaled approximately $0.8 million. In 2023, tax compliance and preparation fees totaled approximately $1.3 million and tax advisory fees totaled approximately $1.4 million.

​

PwC also provides services to domestic and international investment vehicles, not consolidated by Prudential Financial, but which are managed by Prudential Financial. Fees for audit, audit-related, tax and all other services provided by PwC to these entities were $37 million in 2024 and $33 million in 2023. The $4 million increase from 2023 is primarily driven by new audit and tax engagements stemming from acquisition activity along with other strategic initiatives of the Company.

The Audit Committee has advised the Board of Directors that in its opinion the non-audit services rendered by PwC during the most recent fiscal year are compatible with PwC maintaining their independence.

PwC has been the Company's independent auditor since it became a public company in 2001 and prior to that, from 1996.

In accordance with SEC rules, independent audit partners are subject to rotation requirements limiting their consecutive years of service to our Company to no more than five. The process for selecting the Company's lead audit partner includes Company management and the Audit Committee Chair vetting the independent auditor's candidates, with the full Audit Committee consulted for final selection of the lead audit partner. Rotation of the lead audit partner is not required until 2027.

The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the independent auditor. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services so that the independent auditor's independence is not impaired; describes the Audit, Audit-Related, Tax and All Other services that may be provided and the non-audit services that may not be performed; and sets forth the pre-approval requirements for all permitted services. The policy provides for the general pre-approval of specific types of Audit, Audit-Related and Tax services as well as a limited fee estimate range for such services on an annual basis. The policy requires specific pre-approval of all other permitted services. The independent auditor is required to report periodically to the Audit Committee regarding the extent of services provided in accordance with their pre-approval and the fees for the services performed to date. The Audit Committee's policy delegates to its Chair the authority to address requests for pre-approval of services with fees up to a maximum of  $250,000 between Audit Committee meetings if the Company's Chief Auditor and Principal Accounting Officer deem it reasonably necessary to begin the services before the next scheduled meeting of the Audit Committee. Any pre-approval decisions must be reported to the Audit Committee at its next scheduled meeting. The Audit Committee may not delegate to management the Audit Committee's responsibility to pre-approve permitted services of the independent auditor.

All Audit, Audit-Related, Tax and Other services described above were approved by the Audit Committee in accordance with this policy.

Four independent directors comprise the Audit Committee. The Committee operates under a written charter adopted by the Board.

In addition, the Board has determined that all of the Audit Committee members, Mses. Hund-Mejean and Jones and Messrs. Di Sibio and Scovanner satisfy the financial expertise requirements of the New York Stock Exchange ("NYSE") and that each of Mses. Hund-Mejean and Jones and Messrs. Di Sibio and Scovanner have the requisite experience to be designated an audit committee financial expert as that term is defined by rules of the SEC.

Management is responsible for the preparation, presentation, and integrity of the financial statements of Prudential Financial and for maintaining appropriate accounting and financial reporting policies and practices, as well as internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. PwC is responsible for auditing the consolidated financial statements of Prudential Financial and expressing an opinion as to their conformity with generally accepted accounting principles, as well as expressing an opinion on the effectiveness of internal control over financial reporting in accordance with the requirements of the PCAOB.

In performing its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of Prudential Financial as of and for the year ended December 31, 2024, and Management's Annual Report on Internal Control Over Financial Reporting with management and Prudential Financial's independent auditor. The Audit Committee also discussed with Prudential Financial's independent auditor matters required under the rules adopted by the PCAOB and the SEC, including the independent auditor's communication of its Audit Report to the Audit Committee. This report includes critical audit matters, which are audit matters that were communicated or required to be communicated to the Audit Committee relating to accounts or disclosures that are material to Prudential Financial's financial statements and that involved especially challenging, subjective or complex auditor judgment.

The Audit Committee received from the independent auditor the written disclosures and letters required by applicable requirements of the PCAOB regarding the independent auditor's communications with the Audit Committee concerning independence and has discussed with the independent auditor its independence.

The Audit Committee has discussed with and received regular status reports from Prudential Financial's Chief Auditor and independent auditor on the overall scope and plans for their audits of Prudential Financial, including their scope and plans for evaluating the effectiveness of internal control over financial reporting. In addition to private meetings with the Chief Financial Officer, Chief Risk Officer, Chief Actuary, General Counsel and Chief Compliance Officer, the Audit Committee meets with the Chief Auditor and the independent auditor, with and without management present, to discuss the results of their respective audits. In determining whether to reappoint PwC as Prudential Financial's independent auditor, the Audit Committee took into consideration a number of factors, including the firm's independence and objectivity, its capability and expertise in handling the breadth and complexity of Prudential's global operations and risk profile, the expertise and capability of the Lead Audit Partner, and the length of time the firm has been engaged. It also considered recent and historical performance, including the extent and quality of PwC's communications with the Audit Committee, results of a management survey of PwC's overall performance, including quality of audit work and adherence to commitments, and other data related to audit quality and performance, including recent PCAOB inspection reports on the firm, and the appropriateness of PwC's fees, both on an absolute basis and as compared with Prudential Financial's peers.

Based on the reports and discussions described in this report and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its Charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of Prudential Financial and Management's Annual Report on Internal Control Over Financial Reporting be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.

Members of the Audit Committee

The Board is committed to excellence in governance and recognizes our shareholders' interest in our executive compensation program. As a part of that commitment, and in accordance with SEC rules, our shareholders are being asked to approve a nonbinding advisory resolution on the compensation of our named executive officers, as reported in this Proxy Statement. This proposal, commonly known as a "Say on Pay" proposal, gives shareholders the opportunity to endorse or not endorse our 2024 executive compensation program and policies for our named executive officers through the following resolution:

RESOLVED, that the shareholders of Prudential approve, on an advisory basis, the compensation of the Company's named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in this Proxy Statement.

This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and practices relating to our named executive officers. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our named executive officers. Because your vote is advisory, it will not be binding upon the Board. The Board and the Compensation and Human Capital Committee will, however, as they have done in prior years, take into account the outcome of the "Say on Pay" vote when considering future compensation arrangements.

At the 2023 Annual Meeting, shareholders approved, on an advisory basis, holding "Say on Pay" votes annually, and the Board has adopted a policy providing for annual "Say on Pay" votes. Accordingly, the next "Say on Pay" vote will occur in 2026.

In accordance with SEC rules, we have set forth below a shareholder proposal, along with the supporting statement of the shareholder proponent. The Company is not responsible for any inaccuracies it may contain. As explained below, our Board unanimously recommends that you vote "AGAINST"the shareholder proposal.

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California, 90278, beneficial owner of 80 shares of Common Stock, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at the Annual Meeting.

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an expedited basis.

It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our Company.

It is important to have an independent Board Chairman when a company has a history of weak lead directors and is near a critical point in its succession planning. The 2023 Prudential lead director only had academic day job experience for the most important 15-years of her career and also had 15-years PRU Board tenure which is often cited as an impediment to director independence.

The 2024 PRU lead director has not had a day job for the last 10-years.

It is also important to evaluate this proposal given the context of succession planning at PRU and the context of close to stagnate PRU long-term stock performance. The current PRU CEO-Chairman is 67 and has held the titles of PRU Chairman and CEO since 2018. PRU stock was at $102 in 2007. In late 2024 PRU stock was at $127.

At minimum this proposal alerts shareholders to the looming need of diligent succession planning and reminds shareholders of long-term near stagnate PRU stock performance.

Please vote yes: Independent Board Chairman-Proposal 4

The following table shows those entities that are the beneficial owners of more than 5% of the Company's Common Stock:

Name and Address of Beneficial Owner	​	​	Amount and Nature	​	​	Percent of Class	​
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	​	​	32,541,140(1)	​	​	9.0%	​
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The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355	​	​	42,287,607(2)	​	​	11.71%	​

Each Director and executive officer of the Company and any greater than 10% beneficial owner of Common Stock is required to report to the SEC, by a specified date, his or her transactions involving our Common Stock. Based solely on a review of the copies of reports furnished to us and related written representations, we believe that for transactions during 2024 all reports required by Section 16(a) were timely filed, except that three reports for Caroline Feeney, Executive Vice President, Head of U.S. Businesses, reporting the purchase of shares of Common Stock resulting from a dividend reinvestment program were not timely filed due to administrative oversight.

The Corporate Governance and Business Ethics Committee reviews the compensation of our nonemployee directors periodically (generally every three years) and recommends changes to the Board when it deems appropriate. In 2024, the Committee engaged James F. Reda, an independent compensation consultant of Arthur J. Gallagher & Co., to review the existing director compensation program as the last increase in compensation was in 2014. As a result of this review, the Committee recommended to the Board, and the full Board approved, a new compensation program for nonemployee directors which became effective on January 1, 2025(1). The new program is intended to bring compensation of the nonemployee directors in line with current market practice and is expected to be reevaluated in approximately three years.

The following table describes the components of the nonemployee Directors' compensation for 2024:

​

(1)

As of January 1, 2025, the annual equity retainer and one-time grant for new nonemployee directors is now $180,000 (resulting in a new pay mix of 45% cash and 55% equity). Fees for the Lead Independent Director and Committee Chairs are as follows: Lead Independent Director - $60,000; Audit Committee Chair - $40,000; Compensation and Human Capital Committee Chair - $35,000; all other Committee Chairs, excluding the Executive Committee - $25,000.

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(2)

Includes other standing committees and any non-standing committee of the Board that may be established from time to time but excludes the Executive Committee.

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(3)

This is a committee comprising members of management and the Board. This committee typically meets following the Board and Board committee meetings. The nonemployee Directors on this committee currently consist of Mr. Casellas and Ms. Pianalto. The Corporate Social Responsibility Oversight Committee met three times in 2024.

​

(4)

As of December 31, 2024, each of our nonemployee Directors satisfied this guideline, with the exception of Ms. Murphy, who joined the Board in September 2023, and Mr. Di Sibio, who joined the Board in July 2024. Ms. Murphy and Mr. Di Sibio have six years from the date they joined the Board to fulfill the stock ownership requirement. For purposes of the stock ownership guideline, once a nonemployee Director satisfies his or her stock ownership level, the Director will be deemed to continue to satisfy the guideline without regard to fluctuation in the value of the Common Stock owned by the Director.

​

We maintain a Deferred Compensation Plan for Nonemployee Directors (the "Plan"). Since 2011, 50% of the annual Board retainer has been awarded in restricted stock units that vest after one year (or if earlier, on the date of the next Annual Meeting). A nonemployee Director can elect to invest any cash or vested equity in accounts under the Plan that replicate investments in either shares of our Common Stock or, in accordance with the Plan's terms, beginning effective December 30, 2024, a notional investment equivalent of any money market fund option offered under the Prudential Employee Savings Plan ("PESP") since the Fixed Rate Fund was removed as a PESP investment option on that date. As elected by the Director, the Plan provides for distributions to commence upon or following termination of Board service or while a Director remains on the Board.

Each Director receives dividend equivalents on the restricted stock units contained in his or her deferral account under the Plan, which are equal in value to the dividends paid on our Common Stock. The dividend equivalents credited to the account are then reinvested in the form of additional stock units.

Under our director compensation program, if a nonemployee Director satisfies the stock ownership guideline, the restricted stock units granted as the annual equity retainer are payable upon vesting in cash or shares of our Common Stock (at the director's option) and may be deferred beyond vesting at the Director's election. If a Director does not satisfy the stock ownership guideline, the restricted stock units are automatically deferred until termination of Board service.

2024 Director Compensation Table

​

(1)

Represents amounts that are in units of our Common Stock. The amounts reported represent the aggregate grant date fair value of the restricted stock units granted during the fiscal year, as calculated under the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 ("ASC Topic 718"). Under ASC Topic 718, the grant date fair value is calculated using the closing market price of our Common Stock on the date of grant, which is then recognized, subject to market value changes, over the requisite service period of the award. The aggregate balance in each of the nonemployee Directors' accounts in the Deferred Compensation Plan denominated in units (which includes all deferrals from prior years and earned units deferred in 2024) and their value as of December 31, 2024 were as follows: Mr. Casellas: 41,501 and $4,919,114; Mr. Di Sibio: 1,304 and $154,563; Ms. Hund-Mejean: 38,780 and $4,596,593; Ms. Jones: 9,048 and $1,072,459; Ms. Murphy: 2,970 and $352,034; Ms. Pianalto: 21,775 and $2,580,991; Ms. Poon: 17,844 and $2,115,049; Mr. Scovanner: 22,765 and $2,698,335; and Mr. Todman: 22,375 and $2,652,109.

​

(2)

Amounts represent matching charitable contributions.

​

(3)

Mr. Di Sibio received a grant of restricted stock units valued at $150,000 upon joining the Board in July 2024.

​

In this section, we describe the material components of our executive compensation program for our NEOs, whose compensation is set forth in the 2024 Summary Compensation Table and other compensation tables contained in this Proxy Statement. We also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation and Human Capital Committee of our Board (the "Committee") arrived at the specific compensation decisions involving the NEOs for 2024.

For the purposes of this CD&A, the Summary Compensation Table, and other tables set forth in this Proxy Statement, our NEOs for the 2024 fiscal year were:

(1)

Ms. Frias was appointed to the role effective March 15, 2024. Previously, she served as the Company's president of Group Insurance.

​

(2)

Mr. Tanji transferred his functional management responsibilities as CFO on March 15, 2024 and remained with the Company until September 30, 2024.

​

Effective March 31, 2025, as part of our succession plan:

Andrew F. Sullivan, previously our Executive Vice President, Head of International Businesses and Global Investment Management, will be CEO, succeeding Charles Lowrey

​

Charles F. Lowrey, previously our Chairman and CEO, will be Executive Chairman

​

Caroline A. Feeney, previously our Executive Vice President, Head of U.S. Businesses, will be Executive Vice President, Head of Global Retirement and Insurance

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2024 NEOs' Total Direct Compensation at a Glance(1)

($ in thousands)

The following illustrations depict the amount and mix of pay delivered to our CEO and other NEOs for the 2024 performance year, including salary as of year-end and incentive awards granted in February 2025 for 2024 performance.

(1)

Mr. Tanji is excluded from the displays on this page since he was not employed for the full performance year.

​

(2)

Represents averages for the NEOs as a group, excluding Messrs. Lowrey and Tanji

​

Following our 2024 Annual Meeting of Shareholders, the Committee reviewed the results of the shareholder advisory vote on NEO compensation (the "Say on Pay" Vote) that was held at the meeting with respect to the 2023 compensation actions and decisions for Mr. Lowrey and the other NEOs. Approximately 72.74% of the votes cast on the proposal were voted in support of the compensation of our NEOs. In 2024 and 2025, we engaged with investors who voted for and against the Company's executive compensation plan. We explained that the initial design of our Performance Shares Program did not contemplate the rapid and significant interest rate increases in 2022 and 2023. 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 payout for this year's Performance Shares Program was 81.5%, well below target.

The Committee carefully considers feedback from our shareholders regarding our executive compensation program. Shareholders are invited to express their views to the Committee as described under "Communication with Directors" in this Proxy Statement. In addition, the advisory vote on the compensation of our NEOs provides shareholders with an opportunity to communicate their views on our executive compensation program.

Please read this CD&A in conjunction with the advisory vote that we are conducting on the compensation of our NEOs (see "Item 3 - Advisory Vote to Approve Named Executive Officer Compensation"). This CD&A, as well as the accompanying compensation tables, contains information that is relevant to your voting decision.

The philosophy underlying our executive compensation program is to provide an attractive, flexible, and market-based total compensation program tied to performance and aligned with the interests of our shareholders. Our objective is to recruit and retain the caliber of executive officers and other key employees necessary to deliver sustained high performance to our shareholders, customers, and communities. Our executive compensation program is an important component of these overall human resources policies. Equally important, we view compensation practices as a means for communicating our goals and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements.

Overall, the same principles that govethe compensation of all our salaried employees apply to the compensation of our executive officers. Within this framework, we observe the following principles:

To create a strong link between our incentive compensation opportunities and our short-term and longer-term objectives, we use two specific programs: our Annual Incentive Program and our Long-Term Incentive Program. Each year we review the metrics and design of both programs to ensure they are closely linked to our evolving business strategy, are easily understood by employees, and are aligned with shareholder interests.

The Committee uses compensation data compiled from a group of peer companies in the insurance, asset management, and other diversified financial services industries generally selected from the S&P 500 Financials index (the "Compensation Peer Group"). The Committee periodically reviews and updates the Compensation Peer Group, as necessary, upon recommendation of its compensation consultant. We believe the Compensation Peer Group represents the industries with which we currently compete for executive talent.

ROE performance versus peers is a key performance measure under our Annual Incentive Program and our Performance Shares Program. Beginning with the 2021 performance year, we measured our relative ROE performance against a group of our competitors in the current marketplace, shown below.

Equitable Holdings was included in our Performance Peer Group for performance share grants made prior to 2023. Due to its acquisition by Brookfield Reinsurance, American Equity Investment Life Insurance Co. is not considered a Performance Peer in the Annual Incentive Program for the 2025 performance year or in the performance shares program beginning with grants made in 2024.

The Committee relies on various sources of compensation information to ascertain the competitive market for our executive officers, including the NEOs.

To assess the competitiveness of our executive compensation program, we analyze peer group compensation data obtained from proxy materials, as well as survey data provided by national compensation consulting firms, such as WTW, Empsight, Aon, and Mercer. As part of this process, we measure pay levels within each compensation component and in the aggregate. We also review market practices related to pay mix, incentive program design, and other compensation-related policies and practices.

The Committee reviews the compensation of the executives in our Compensation Peer Group at least once per year. A broad range of data is considered for the Committee to ascertain whether the NEOs are appropriately positioned above or below the median to properly reflect various factors, such as our performance, the unique characteristics of each position, and applicable succession and retention considerations.

Generally, differences in the levels of total direct compensation among the NEOs are driven by tenure and an established track record of performance in their current and prior roles, along with the scope of their responsibilities, differences in the competitive market pay range for similar positions, and considerations of internal equity.

In addition to rigorous policies, which are structured to create a strong and direct link between pay and performance, we are committed to protect and further our shareholders' interests. Feedback obtained each year through engagement with our shareholders is incorporated into compensation-related decision-making. Our pay governance processes hold the three independent directors who comprise the Committee responsible for the oversight and approval of various activities and decisions.(1)These activities and decisions are guided by the recommendations and advice of both management (including our CEO, Chief Human Resources Officer, and the Executive Leadership Team ("ELT")) and the Committee's independent executive compensation consultant (FW Cook).

​

(1)

The Committee's charter, which sets out its full list of duties and responsibilities and addresses other matters, can be found on our website at www.prudential.com/​governance.

​

(2)

Our CEO, Chairman, and Vice Chairman do not play any role with respect to matters affecting their own compensation and are not present when the Committee discusses their compensation.

​

(3)

In addition to Committee approval of the items listed, additional approval by the full Board of Directors is also required for awards, payouts, and appointments to senior executive positions.

​

The compensation consultant reports directly to the Committee and provided no services to management in 2024. The compensation consultant's advisory services primarily include:

providing expert input on industry trends, as well as executive compensation developments from a broader perspective;

​

assessing the extent to which our pay levels and practices are competitively aligned with market practice; and

​

facilitating objective, data-based compensation decisions in succession and annual pay planning processes.

​

The Committee retains sole authority to hire the compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate and replace (or supplement) its engagement with an alternative consultant at any time.

The total amount of fees paid to the compensation consultant, FW Cook, for services to the Committee in 2024 was $327,724. The compensation consultant received no other fees or compensation from us. The Committee has assessed the independence of the compensation consultant pursuant to the listing standards of the NYSE and SEC rules and concluded that no conflict of interest exists that would prevent the compensation consultant from serving as an independent consultant to the Committee.

Annually, the Committee reviews a competitive analysis of total direct compensation for the NEOs. Based on this evaluation, the Committee may selectively adjust the base salary, annual incentive award target, and long-term incentive award target amounts of the NEOs. In determining any adjustments, the Committee takes into account the following factors: level of experience and impact in the role; changes in market data; and compensation positioning overall and by component. Executives new to their current roles are positioned toward the lower end of their competitive range while executives with more experience are generally positioned at the higher end of the applicable range.

Base Salary

Base salary is the principal fixed component of the total direct compensation of our executive officers, including the NEOs, and is determined by considering the relative importance of the position, the competitive marketplace, and the individual's performance and contributions. Effective March 1, 2025 Ms. Frias received a base salary increase of  $100,000, to maintain the competitive positioning of her compensation package relative to external peers. Effective March 31, 2025 the base salary for Messrs. Lowrey and Sullivan and Ms. Feeney are set at $1,000,000, $1,200,000, and $950,000, respectively, corresponding to their new roles.

Annual Incentive Awards

The Committee reviews the structure of the Annual Incentive Program at least once per year, including the enterprise-wide metrics, targets, and standard adjustments that comprise our formulaic framework. The Committee selects metrics that it believes provide a balanced view of the Company's performance each year, with targets that are linked to the Company's financial plan and strategic objectives.

The funding of the annual incentive award for each NEO and most of our U.S.-based, non-investment professional population is determined by applying the Final Performance Factor to each individual's annual incentive target for the performance year. The Final Performance Factor is derived from a formulaic calculation using the metrics and targets established by the Committee at the outset of the performance period.

Guided by our pay for performance philosophy, each individual's actual annual incentive award may be higher or lower than the calculated level of funding, recognizing differences in individual performance. At the most senior levels, including and especially for our NEOs, we typically apply less differentiation, reflecting our belief that our senior leadership team has a collective responsibility for the performance outcomes selected by the Committee for the year. For the 2025 performance year, changes to our NEOs' annual incentive award targets reflect their new roles, adjustments to position their award opportunity relative to external peers, or - in the case of Mr. Falzon - a proration corresponding to his upcoming retirement.

Each NEO's award opportunity range is $0 to a maximum of 1.5 times the individual's target for each performance year.

Pre-Established 2024 and 2025 Annual Incentive Award Opportunity Ranges($ in millions)(1)

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(1)

Mr. Tanji is excluded from the graph above due to his retirement in 2024. His 2024 AOR was $0-$1.97M, with a target of  $1.31M. His 2024 actual AIA was $1.39M.

​

The Committee's principal consideration in determining annual incentive awards was the 2024 Final Performance Factor of 1.060, representing the weighted average of the four metrics selected by the Committee for:

EPS, on an AOI basis, assessed relative to our pre-established target (the "EPS Factor")

​

ROE as compared to the median ROE achieved by the performance peer group (the "Relative ROE Factor")

​

Total Operating Expense compared to our plan for 2024 (the "Operating Expense Factor")

​

Change in Customer Experience versus the prior year (the "Customer Experience Factor")

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For the Annual Incentive Program, we use information for 2024 AOI, EPS, ROE and Operating Expense that we estimate as of January 2025.

Standard Adjustments

We make standard adjustments to estimated EPS and ROE under our formulaic framework that may vary from year to year and may have a net positive or negative impact on our estimates. For 2024, these standard adjustments resulted in a net positive impact to EPS and ROE.

Annually, based on Company-specific data, industry data, and the current long-term economic outlook, we update our actuarial assumptions on long-term market returns and customer behavioral expectations (e.g.,mortality, morbidity, and lapses). These updates and related refinements result in a cumulative revaluation of our reserves and other actuarial balances. While GAAP requires these updates to be reported in the current period, they are not representative of annual performance since they relate to outcomes in both prior and future years. For these reasons, they are excluded from EPS under the Annual Incentive Program (regardless of whether they are positive or negative). In 2024, the adjustments to account for these updates decreased EPS under the Annual Incentive Program by approximately $0.05.

We limit the impact of variable investment income on the calculation of EPS under the Annual Incentive Program. We do so by excluding earnings from non-coupon investments and prepayment fee and call premium income that are outside of a range of  -10%to +10% from that

assumed in our annual financial plan. For 2024, this adjustment increased EPS under the Annual Incentive Program by approximately $0.22 as these earnings fell short of our expectations by more than 10%.

We excluded the unplanned costs and reduced earnings from two reinsurance transactions for our guaranteed universal life business that were completed in 2024. Also, in 2024, we excluded the impacts of exiting the businesses of PGIM Wadhwani LLP and Assurance IQ, LLC and from the sale of Prudential of Argentina. In total, these adjustments increased EPS under the Annual Incentive Program by approximately $0.38.

Other items not considered representative of operating results or included in our annual financial plan are also excluded from EPS under the program. In 2024, we excluded the impact of the adjustment made to our performance shares program discussed below in this CD&A, which increased EPS under the Annual Incentive Program by approximately $0.04, and we excluded the impact of revising 2024 AOI for an immaterial error in the application of AOI for our indexed variable and fixed annuity products that was similarly reflected in the annual financial plan; which increased EPS under the Annual Incentive Program by approximately $0.54.

In the aggregate, these standard adjustments under our preset formulaic framework had a net positive effect of  $1.23, increasing EPS under the Annual Incentive Program from $12.50 to $13.73.

Using EPS and ROE as adjusted above, the calculation of our final performance factor is illustrated below. The rows shaded in blue indicate our results against the pre-established scales for each metric and the final performance factor.

​	​	​	2024 EPS	​	​	EPS Factor(1)	​
Maximum	​	​	$18.46 or more	​	​	1.500	​
​
​	​	​	$14.45	​	​	1.050	​
​
Target	​	​	$14.20	​	​	1.000	​
​
​	​	​	$13.95	​	​	0.950	​
​
Result	​	​	$13.73	​	​	0.925	​
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Threshold	​	​	$9.94	​	​	0.500	​
​
Below Threshold	​	​	$9.93 or less	​	​	0.000	​

​	​	​	Relative ROE +/- Peer Median	​	​	Relative ROE Factor(1)	​
Maximum	​	​	4.0%	​	​	1.500	​
​
​	​	​	3.0%	​	​	1.250	​
​
Result	​	​	0.3%	​	​	1.025	​
​
Target	​	​	0.0%	​	​	1.000	​
​
​	​	​	-3.0%	​	​	0.750	​
​
Threshold	​	​	-4.0%	​	​	0.500	​
​
Below Threshold	​	​	less than -4.0%	​	​	0.000	​

​	​	​	Operating Expense +/- Plan	​	​	Operating Expense Factor(1)	​
Maximum	​	​	-325M or less	​	​	1.500	​
​
​	​	​	-225M	​	​	1.250	​
​
​	​	​	-75M	​	​	1.000	​
​
Target	​	​	plan	​	​	1.000	​
​
Result	​	​	+11M	​	​	1.000	​
​
​	​	​	+75M	​	​	1.000	​
​
​	​	​	+225M	​	​	0.750	​
​
Threshold	​	​	+325M	​	​	0.500	​
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Below Threshold	​	​	more than +325M	​	​	0.000	​

​	​	​	2024 Change in Customer Experience	​	​	Customer Experience Factor(1)	​
Result	​	​	5.27	​	​	1.500	​
​
Maximum	​	​	+5 or more	​	​	1.500	​
​
​	​	​	+3	​	​	1.100	​
​
Target	​	​	+1	​	​	1.000	​
​
​	​	​	no change	​	​	0.950	​
​
​	​	​	-3	​	​	0.900	​
​
Threshold	​	​	-5	​	​	0.500	​
​
Below Threshold	​	​	less than -5	​	​	0.000	​

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(2)

Weighted Average of the EPS, Relative ROE, Operating Expense, and Customer Experience Factors.

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Long-Term Incentive Program

In order to motivate and reward our executive officers for their contributions toward achieving our business objectives, long-term incentives comprise the majority of each NEO's target total direct compensation opportunity, which is linked to our multi-year ROE, adjusted book value and Common Stock performance.

In February 2025, the Committee established a target long-term award opportunity for each of the NEOs. To set these long-term award targets, the Committee considered:

a competitive market analysis of the NEO's total compensation and the portion of total compensation provided as long-term incentives, relative to similar roles at companies in our Compensation Peer Group;

​

the Company's and each NEO's individual performance and his or her expected future contributions; and

​

the NEO's level of experience in his or her role.

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The values at target of long-term incentives granted to our NEOs in February 2025 are depicted in the table below. 75% of each NEO's grant was delivered in performance shares and 25% was delivered in restricted stock units ("RSUs"). The number of performance shares (at target) and RSUs awarded to an NEO is determined by dividing the value of the award by the closing market price of our Common Stock on the grant date.