Independent
Tenure on this board
25.4 yrs
10 nominees · 4 ballot items.
Election of 11 directors; ratification of PwC as auditor; advisory 'Say on Pay' vote to approve named executive officer compensation; shareholder proposal requesting an independent Board Chairman.
Election of eleven director nominees named in the Proxy Statement to hold office until the next annual meeting and until their successors are elected.
Ratification of the appointment of PricewaterhouseCoopers LLP as Prudential’s independent registered public accounting firm for 2026.
Non-binding advisory vote (‘Say on Pay’) to approve the compensation of Prudential’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.
Shareholder proposal requesting the Board adopt a policy to separate the offices of Chairman and CEO and ensure the Chairman is an Independent Director.
The shareholder proposal asks the Board to adopt a binding policy requiring separation of the Chairman and CEO roles and to amend governing documents so the Chair is an independent director. The proponent, John Chevedden, contends an independent chair improves governance by providing impartial oversight, mitigating conflicts, enhancing transparency, and focusing on shareholder interests; he cites recent operational, regulatory, cybersecurity, and stock performance concerns as evidence that separation is warranted. Management opposes the proposal, arguing that mandating structure removes Board flexibility to choose leadership appropriate to prevailing circumstances and pointing to an active Lead Independent Director role, committee oversight, and prior shareholder feedback against similar mandatory proposals. The Board also notes ongoing annual review of leadership structure and shareholder engagement and believes its current combined Chair/CEO with a robust Lead Independent Director provides effective oversight. In the context of Prudential’s regulatory settlements, data breach and stock volatility, the proposal reflects investor concerns about governance and accountability; however, the Board emphasizes tailored oversight mechanisms instead of a rigid structural mandate. Analysts should weigh whether the company’s succession planning, independent director engagement, and lead director powers sufficiently mitigate risks identified by the proponent, and whether historical shareholder votes and Prudential’s specific governance practices suggest the proposed structural change would materially enhance oversight vs. the costs of reduced Board flexibility.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 22,581,014 | $2.2B |
| 2 | STATE STREET CORP | 4.9% | 16,955,581 | $1.7B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 16,287,591 | $1.6B |
| 4 | BlackRock, Inc. | 4.5% | 15,657,006 | $1.5B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.9% | 9,919,671 | $976M |
| 6 | BlackRock, Inc. | 2.1% | 7,180,298 | $701M |
| 7 | Invesco Ltd. | 1.2% | 4,109,180 | $401M |
| 8 | GOLDMAN SACHS GROUP INC | 1.1% | 3,840,994 | $375M |
| 9 | BlackRock, Inc. | 1.1% | 3,691,899 | $361M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.9% | 3,126,750 | $305M |
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