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2026 Proxy Statement
Prudential Financial, Inc. Fast Facts, Awards and Rankings
Letters to Shareholders
Letter from the Chairman and CEO to Our Shareholders
Letter from the Board of Directors to Our Shareholders
Letter from the Lead Independent Director
Notice of Annual Meeting
Notice of Annual Meeting of Shareholders of Prudential Financial, Inc.
Summary Information
The Year 2025 for Prudential
Annual Meeting Proposals
Board of Directors - Nominees and Committees
2025 Total Shareholder Return
Governance Practices
Table of Contents
Item 1
Item 1 - Election of Directors
- Director Criteria, Qualifications, Experience and Tenure
- Summary of Director Nominee Qualifications and Experience
- Director Nominees
Corporate Governance
Process for Selecting Directors
Director Onboarding and Continuing Education
Director Re-nomination
Shareholder Nominations and Recommendations of Director Candidates
Director Attendance
Director Independence
Independent Director Meetings
Comprehensive Steps to Achieve Board Effectiveness
Director Engagement Beyond the Boardroom
Board Leadership
Board Risk Oversight
Environmental Stewardship
Human Capital Management and Succession Planning
Communication with Directors
Committees of the Board of Directors
Certain Relationships and Related Party Transactions
Policy on Shareholder Rights Plan
Political Contributions and Lobbying Expenditure Oversight and Disclosure
Corporate Social Responsibility and Impact Investing
Items 2 - 4
Item 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm
- Report of the Audit Committee
Item 3 - Advisory Vote to Approve Named Executive Officer Compensation
Item 4 - Shareholder Proposal Regarding an Independent Board Chairman
Voting Securities and Principal Holders
Compensation
Compensation of Directors
Compensation Discussion and Analysis
- Compensation Highlights
- Philosophy and Objectives of Our Executive Compensation Program
- How We Make Compensation Decisions
- Direct Compensation Components
Compensation and Human Capital Committee Report
Pay Versus Performance
CEO Pay Ratio
Executive Compensation
- 2025 Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Post-Employment Compensation Arrangements
- Potential Payments upon Termination or Change in Control
General Information
General Information About the Meeting
- Voting Instructions and Information
- Board Recommendations
- Submission of Shareholder Proposals and Director Nominations
- Eliminating Duplicative Proxy Materials
- Delivery of Proxy Materials
- Annual Report on Form 10-K
- Incorporation by Reference
- Shareholder List
- Forward-Looking Statements and Website References
Appendix A - Non-GAAP Measures
Prudential Delivers on its Purpose to Make Lives Better by Solving the Financial Challenges of Our Changing World.
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2026 Proxy Statement
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Page 2 of 79
2026 Proxy Statement
Prudential Financial, Inc. Fast Facts, Awards and Rankings
Letters to Shareholders
Letter from the Chairman and CEO to Our Shareholders
Letter from the Board of Directors to Our Shareholders
Letter from the Lead Independent Director
Notice of Annual Meeting
Notice of Annual Meeting of Shareholders of Prudential Financial, Inc.
Summary Information
The Year 2025 for Prudential
Annual Meeting Proposals
Board of Directors - Nominees and Committees
2025 Total Shareholder Return
Governance Practices
Table of Contents
Item 1
Item 1 - Election of Directors
- Director Criteria, Qualifications, Experience and Tenure
- Summary of Director Nominee Qualifications and Experience
- Director Nominees
Corporate Governance
Process for Selecting Directors
Director Onboarding and Continuing Education
Director Re-nomination
Shareholder Nominations and Recommendations of Director Candidates
Director Attendance
Director Independence
Independent Director Meetings
Comprehensive Steps to Achieve Board Effectiveness
Director Engagement Beyond the Boardroom
Board Leadership
Board Risk Oversight
Environmental Stewardship
Human Capital Management and Succession Planning
Communication with Directors
Committees of the Board of Directors
Certain Relationships and Related Party Transactions
Policy on Shareholder Rights Plan
Political Contributions and Lobbying Expenditure Oversight and Disclosure
Corporate Social Responsibility and Impact Investing
Items 2 - 4
Item 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm
- Report of the Audit Committee
Item 3 - Advisory Vote to Approve Named Executive Officer Compensation
Item 4 - Shareholder Proposal Regarding an Independent Board Chairman
Voting Securities and Principal Holders
Compensation
Compensation of Directors
Compensation Discussion and Analysis
- Compensation Highlights
- Philosophy and Objectives of Our Executive Compensation Program
- How We Make Compensation Decisions
- Direct Compensation Components
Compensation and Human Capital Committee Report
Pay Versus Performance
CEO Pay Ratio
Executive Compensation
- 2025 Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Post-Employment Compensation Arrangements
- Potential Payments upon Termination or Change in Control
General Information
General Information About the Meeting
- Voting Instructions and Information
- Board Recommendations
- Submission of Shareholder Proposals and Director Nominations
- Eliminating Duplicative Proxy Materials
- Delivery of Proxy Materials
- Annual Report on Form 10-K
- Incorporation by Reference
- Shareholder List
- Forward-Looking Statements and Website References
Appendix A - Non-GAAP Measures
Prudential Delivers on its Purpose to Make Lives Better by Solving the Financial Challenges of Our Changing World.
2026 Proxy Statement
2026 Proxy Statement
Prudential Financial, Inc. Fast Facts, Awards and Rankings
Letters to Shareholders
Letters to Shareholders
Letter from the Chairman and CEO to Our Shareholders
Letter from the Board of Directors to Our Shareholders
Letter from the Lead Independent Director
Notice of Annual Meeting
Notice of Annual Meeting
Notice of Annual Meeting of Shareholders of Prudential Financial, Inc.
Summary Information
Summary Information
The Year 2025 for Prudential
Annual Meeting Proposals
Board of Directors - Nominees and Committees
2025 Total Shareholder Return
Governance Practices
Table of Contents
Item 1
Item 1
Item 1 - Election of Directors
- Director Criteria, Qualifications, Experience and Tenure
- Summary of Director Nominee Qualifications and Experience
- Director Nominees
Corporate Governance
Corporate Governance
Process for Selecting Directors
Director Onboarding and Continuing Education
Director Re-nomination
Shareholder Nominations and Recommendations of Director Candidates
Director Attendance
Director Independence
Independent Director Meetings
Comprehensive Steps to Achieve Board Effectiveness
Director Engagement Beyond the Boardroom
Board Leadership
Board Risk Oversight
Environmental Stewardship
Human Capital Management and Succession Planning
Communication with Directors
Committees of the Board of Directors
Certain Relationships and Related Party Transactions
Policy on Shareholder Rights Plan
Political Contributions and Lobbying Expenditure Oversight and Disclosure
Corporate Social Responsibility and Impact Investing
Items 2 - 4
Items 2 - 4
Item 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm
- Report of the Audit Committee
Item 3 - Advisory Vote to Approve Named Executive Officer Compensation
Item 4 - Shareholder Proposal Regarding an Independent Board Chairman
Voting Securities and Principal Holders
Compensation
Compensation
Compensation of Directors
Compensation Discussion and Analysis
- Compensation Highlights
- Philosophy and Objectives of Our Executive Compensation Program
- How We Make Compensation Decisions
- Direct Compensation Components
Compensation and Human Capital Committee Report
Pay Versus Performance
CEO Pay Ratio
Executive Compensation
- 2025 Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Post-Employment Compensation Arrangements
- Potential Payments upon Termination or Change in Control
General Information
General Information
General Information About the Meeting
- Voting Instructions and Information
- Board Recommendations
- Submission of Shareholder Proposals and Director Nominations
- Eliminating Duplicative Proxy Materials
- Delivery of Proxy Materials
- Annual Report on Form 10-K
- Incorporation by Reference
- Shareholder List
- Forward-Looking Statements and Website References
Appendix A - Non-GAAP Measures
Prudential Delivers on its Purpose to Make Lives Better by Solving the Financial Challenges of Our Changing World.
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