PRUDENTIAL FINANCIAL INC

For the period ended May 13, 2025. Filed Mar 27, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2025 · Filed Mar 27, 2025

PRU$119.24-2.6%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Pay Versus Performance

The following section was prepared in accordance with Item 402(v) of the SEC’s Regulation S-K.

The table below reflects certain information regarding executive compensation actually paid, as defined by Item 402(v) of the SEC’s Regulation S-K, and certain measures of our financial performance for the five most recently completed fiscal years. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to our CD&A:

· · · · · · · · · · · · · · · · · · · · · · · · · · · Value ($) of Initial Fixed$100 Investment Based on: · · · · · · · · · · · · ·
Year · · · Summary Compensation Table (SCT) Total to PEO ($)(1) · · · Compensation Actually Paid (CAP) to PEO($)(2)(3) · · · Avg SCT Total toNon-PEO NEOs($)(1) · · · Avg CAP toNon-PEO NEOs($)(2)(3) · · · Company Total Shareholder Return (TSR)($) · · · Financial Services Composite Index TSR($)(4) · · · Net Income($MM) · · · Adjusted EPS($)(5) ·
2024	28,168,258	32,739,805	11,728,856	13,551,048	163	187	2,727	13.73

2023	19,213,328	17,490,622	9,700,487	8,781,582	136	151	2,488	12.85

2022	20,093,608	10,248,958	9,324,926	5,172,084	124	137	(1,438)	11.29

2021	19,799,737	31,070,154	9,879,467	15,228,582	129	138	7,724	12.68

2020	14,990,254	10,531,380	8,045,602	6,032,859	89	101	(374)	11.05

(1)

The principal executive officer (PEO) for all years shown is Charles F. Lowrey. The non-PEO named executive officers (NEOs) for 2024 are: Yanela Frias, Kenneth Y. Tanji, Robert M. Falzon, Andrew F. Sullivan, and Caroline A. Feeney. The non-PEO NEOs for 2023 are: Messers. Tanji, Falzon and Sullivan, and Ms. Feeney. The non-PEO NEOs for 2021 and 2022 are: Messers. Tanji, Falzon, Sleyster and Sullivan. The non-PEO NEOs for 2020 are Stephen Pelletier, who retired from the Company on April 1, 2020, as well as Messrs. Tanji, Falzon, Sleyster and Sullivan.

(2)

The amounts reported as Compensation Actually Paid (CAP) to our PEO and Average CAP to Non-PEO NEOs are derived from Summary Compensation Table (SCT) Totals, as seen below.

(3)

Prior period amounts are not restated for the implementation of ASU 2018-12: Targeted Improvements to the Accounting for Long-Duration Contracts.

(4)

The peer group reflected is a Financial Services Composite Index, which is the average of the S&P 500 Life & Health Insurance and S&P 500 Diversified Financials indices.

(5)

Adjusted EPS is calculated as described in Appendix A to this Proxy Statement and is subject to the standard adjustments described in Annual Incentive Awards section within the CD&A. Adjusted EPS reflects estimates as of January of the following year.

PEO SCT Total to CAP Reconciliation

· · · · · · Deductions from SCT Total · · · Additions to SCT Total · · · · ·
Year	SCT Total($)	Change inPension Value($)	Grant DateFair Value of Stock and Option Awards($)	PensionService Cost($)	Above MarketInterest onSupplementalEmployeeSavings Plan($)	Fair Value of Stock and Option AwardsGranted as ofFY End($)	Change in Value of Prior Year Stock andOption AwardsUnvested as ofFY End($)	Fair Value of Stock and Option AwardsGrantedThat Vested($)	Change in Value of Prior YearStock andOption AwardsThat Vested($)	DividendEquivalentsPaid($)(1)	CAP($)
2024	28,168,258	1,247,861	20,889,309	272,604	0	15,212,225	4,525,617	0	4,910,957	1,787,314	32,739,805

2023	19,213,328	691,074	13,000,041	327,611	0	12,879,181	(2,405,305)	0	196,953	969,969	17,490,622

2022	20,093,608	1,016,309	12,500,145	443,465	4,459	6,327,527	(5,156,618)	0	1,154,676	898,296	10,248,958

2021	19,799,737	781,247	11,300,123	439,898	10,452	17,273,653	5,017,220	0	170,415	440,148	31,070,154

2020	14,990,254	1,133,852	6,662,505	413,560	12,039	4,381,842	(1,756,444)	0	(15,084)	301,570	10,531,380

(1)

Reflects dividend equivalents paid in the calendar year from any prior grants and does not include dividend equivalents accrued during that year from such grants.

Average Non-PEO NEOs SCT Total to CAP Reconciliation

· · · · · · Deductions from SCT Total · · · Additions to SCT Total · · · ·
Year	SCT Total($)	Change inPension Value($)	Grant DateFair Value ofStock andOption Awards($)	PensionService Cost($)	Above MarketInterest onSupplementalEmployeeSavings Plan($)	Fair Value ofStock andOption AwardsGranted as ofFY End($)	Change in Valueof Prior YearStock andOption AwardsUnvested as ofFY End($)	Fair Value ofStock andOption AwardsGrantedThat Vested($)	Change in Valueof Prior YearStock andOption AwardsThat Vested($)	DividendEquivalentsPaid($)	CAP($)
2024	11,728,856	443,334	7,444,978	111,816	0	5,335,831	1,723,258	209,719	1,660,785	669,096	13,551,048

2023	9,700,487	675,099	5,787,638	146,744	0	5,733,832	(905,460)	0	82,278	486,438	8,781,582

2022	9,324,926	47,351	5,600,107	216,251	1,832	2,834,755	(2,452,765)	0	504,637	389,908	5,172,084

2021	9,879,467	275,707	5,350,094	206,194	4,213	8,178,284	2,310,256	0	75,981	199,986	15,228,582

2020	8,045,602	958,010	3,379,427	782,666	3,769	2,222,605	(822,363)	0	(7,243)	145,260	6,032,859

	53			NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2025 PROXY STATEMENT

Pay Versus Performance

Analysis of the Information Presented in the

Pay Versus Performance Table

Comparison of Cumulative Multi-year TSR

	As shown to the right, our Company’s cumulative multi-year TSR is directionally aligned with that of the Financial Services Composite Index. For reference, annual return percentages for Prudential and the Financial Index are shown in the graph.

Compensation Actually Paid vs. TSR

	As shown to the right, the Compensation Actually Paid to our PEO and our other NEOs is directionally aligned with Company TSR between 2020 and 2024.

Compensation Actually Paid vs. Net Income

	As shown to the right, the Compensation Actually Paid to the PEO and our other NEOs is strongly correlated with our Net Income between 2020 and 2024. While the Company does not use Net Income as a direct measure to determine payouts under its incentive plans, Compensation Actually Paid is strongly aligned with Company earnings.

Compensation Actually Paid vs. Adjusted EPS

	As shown to the right, the Compensation Actually Paid to the PEO and our other NEOs is strongly aligned with Adjusted EPS, our Company-selected measure, further reflecting the correlation between Compensation Actually Paid and Company earnings.

Most Important Financial Performance Measures

Adjusted Earnings Per Share (EPS), Return on Equity (ROE) and Adjusted Book Value Per Share (BVPS) are the most important metrics we used to link our named executive officers’ Compensation Actually Paid to our performance for 2024. These metrics, and why we selected them, are further described in the CD&A.

	54			NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2025 PROXY STATEMENT

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.