Sector: Financials
PRUDENTIAL FINANCIAL INC · Meeting: May 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Director since January 2001 with long tenure; PRU's 3-year price return of +39.7% is strong positive, and the gap versus XLF (the sector ETF fallback benchmark) of -21.7pp falls well short of the 65pp threshold required to trigger a vote against; no overboarding, attendance, or independence concerns.
Joined the board in July 2024, which is within the 24-month exemption window, so the TSR trigger does not apply; holds one outside public board seat (PayPal), well below the overboarding limit; brings relevant financial services and audit expertise as former Global Chairman and CEO of EY.
Director since October 2010; PRU's 3-year price return of +39.7% is strong positive and the -21.7pp gap versus XLF falls well short of the 65pp threshold; holds two outside public board seats (Colgate-Palmolive and GE Vernova), within the four-board limit; serves as Audit Committee Chair with strong CFO credentials.
Director since January 2021; TSR trigger does not fire given the -21.7pp gap versus XLF is far below the 65pp threshold for strong-positive TSR companies; no overboarding concerns and no other disqualifying flags.
New nominee, not yet serving on the board, so the TSR trigger does not apply; Marathon Petroleum and MPLX GP LLC count as one board seat under Marathon's governance principles, and she is not standing for re-election at Owens Corning, leaving her with two seats post-election, within limits; brings deep CFO and CEO experience at large industrial companies.
Director since July 2015; TSR trigger does not fire given PRU's strong-positive 3-year return and the gap versus XLF of -21.7pp is far below the 65pp threshold; holds one outside public board seat (Eaton Corporation), well within limits.
Director since September 2006; PRU's strong-positive 3-year TSR means the -21.7pp gap versus XLF does not reach the 65pp threshold needed to trigger a vote against; holds two outside public board seats (Regeneron and Neurocrine Biosciences), within the four-board limit.
Joined the board in June 2025, within the 24-month new-director exemption window, so the TSR trigger does not apply; holds no outside public board seats; brings deep insurance and investment banking CFO expertise highly relevant to Prudential.
Joined the board in March 2025 as incoming CEO, within the 24-month exemption window; holds no outside public board seats; as a sitting CEO serving on zero outside public boards, no overboarding concern applies.
Director since March 2016 and Lead Independent Director since 2023; PRU's strong-positive 3-year TSR means the -21.7pp gap versus XLF is far below the 65pp threshold; holds three outside public board seats (Brown-Forman, Carrier Global, Mondelez), within the four-board limit.
Joined the board in September 2025, within the 24-month new-director exemption window, so the TSR trigger does not apply; holds no outside public board seats; brings extensive CFO expertise from Johnson & Johnson.
All 11 director nominees pass policy screens: PRU's 3-year price return of +39.7% is strongly positive, and the -21.7pp gap versus the XLF sector ETF fallback benchmark is far below the 65pp threshold required to trigger votes against directors; four recently appointed directors (Di Sibio, Stoddard, Sullivan, Wolk) are within the 24-month new-director exemption; no overboarding, attendance, independence, or familial-relationship concerns identified across the slate.
CEO
Charles F. Lowrey
Total Comp
$18,631,646
Prior Support
91.31%%
The prior Say on Pay vote received approximately 91% support, well above the 70% threshold that would require visible program changes, and the company made no changes — appropriate given the strong result. The pay program's structure is sound: the proxy discloses that on average 91% of NEO total direct compensation is performance-based, well exceeding the 50-60% variable pay standard, and the plan uses meaningful long-term metrics including multi-year relative ROE, book value per share growth, and EPS tied to pre-established targets. A robust clawback policy covering all executive officer incentive awards for financial restatements and misconduct is in place, satisfying that governance requirement.
Auditor
PricewaterhouseCoopers LLP
Tenure
30 yrs
Audit Fees
$57,000,000
Non-Audit Fees
$8,000,000
PwC has served as Prudential's independent auditor since 1996 (prior to its 2001 IPO), giving it approximately 30 years of tenure, which exceeds the policy's 25-year threshold that triggers a vote against. The non-audit fee ratio is well within acceptable limits at roughly 14% of audit fees ($8M non-audit versus $57M audit), so only the tenure concern applies. While the proxy discloses a new lead audit partner rotation process underway for 2027, the policy requires a confirmed, specific and compelling rationale for continued engagement at this tenure level, and a partner rotation that has not yet taken effect is not sufficient to waive the trigger.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a long track record of submitting governance-focused proposals, and this type of filer is classified as credible under the policy. The proposal received approximately 36% support in 2025, which falls in the 30-40% range — a moderate signal that merits evaluation on the merits rather than automatic dismissal. An independent board chair is a mainstream governance improvement that directly addresses the conflict inherent when the CEO also chairs the board; the company's current structure combines both roles under Andrew Sullivan as of March 2026, and while a Lead Independent Director role exists with meaningful responsibilities, the policy treats a Lead Director as a supplementary — not equivalent — governance protection compared to a fully independent chair.
This is a standard annual meeting ballot with four proposals: director elections (all 11 nominees pass policy screens given PRU's strong 3-year TSR), auditor ratification (AGAINST due to PwC's approximately 30-year tenure exceeding the 25-year policy threshold), Say on Pay (FOR given a well-structured performance-based program with 91% prior-year shareholder support), and a governance stockholder proposal from John Chevedden requesting an independent board chairman (FOR given the credible filer, 36% prior-year support, and the governance merit of separating the CEO and chair roles). The primary concern on this ballot is auditor tenure rather than compensation or director performance.
