UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant ☒  Filed by a Party other than the Registrant ☐

Check the appropriate box:

Prudential Financial, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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WE MAKE LIVES BETTER by SOLVING the FINANCIAL CHALLENGES of our CHANGING WORLD 2019 PROXY STATEMENT PRUDENTIAL FINANCIAL, INC. PROXY STATEMENTNotice of Annual Meeting of Shareholders to be held on May 14, 2019

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2017

“The justificationPRUDENTIALS ENVIRONMENTAL, SOCIAL AND GOVERNANCE FRAMEWORK Prudentials integrated ESG framework builds on our 140-year tradition of the company’s existence iscreating financial opportunities for individuals, families, institutions and communities. Social Capital Creating societal impact has been core to Prudential since its advancement of the efforts of its policyholders and their families for better economic and social condition which confront the [middle] class.”

John F. Dryden, founder of The Prudential Friendly Society (a predecessor of Prudent al Financial, Inc.)

Prudential was foundedfounding more than 140 years agoago. Human Capital Prudential is committed to building a fully inclusive culture and equity in all talent hiring and management decisions. Business Model & Innovation Prudentials business model manages risk and deploys capital while creating solutions that put financial security within reach for all customers. Corporate Governance The Prudential Board is built on a foundation of sound governance practices and commitment to its shareholders. Environment Prudentials proactive engagement with employees, customers, vendors, investors and environmental groups informs its sustainability policies and practices. Our culture is one of our best assets. I would distill our culture down to our values, our practices and our people. It is a competitive advantage, and vital to the belief that everyone shouldcreation and protection of Prudentials long-term value. Thomas J. Baltimore, Prudential Lead Independent Director Gender Equality Low-Risk Environment, Social, ESG Rating 1and Governance A MSCI Named to Bloombergs Sustainalytics ISS QualityScore CDP Score Gender Equality Index ESG Risk Rating B

Our environmental, social and governance practices underscore our determination to tackle the toughest problems to help shape our changing world for the better. Social Capital CORPORATE GIVING " Since 1976, The Prudential Foundation has made nearly $890 million in grants and contributions to nonprofits addressing social needs IMPACT INVESTING " Prudential manages one of the worlds largest impact investment portfolios, with more than $2.5 billion invested since 1976 " Investments in real assets, social purpose businesses and financial intermediaries generate financial return and create positive social impact " Our ongoing $25 million commitment to first-time venture capital funds supports diverse entrepreneurs and businesses addressing underserved communities PGIM REAL ESTATE ACCESS & AFFORDABILITY " A history of successful investment in affordable housing and transformative investment " $168.9 billion in assets under management or supervision1, as of December 31, 2018 " Signatory to UN Principles of Responsible Investing and A+ for strategy and governance " 40 GRESB Green Star Awards over five years Human Capital DIVERSITY " Senior vice president and above compensation tied to long-term diversity performance objectives WORKFORCE DEMOGRAPHICS (U.S.) " 52% of U.S. employees are women " 29% of U.S. employees are people of color EMPLOYEE TURNOVER (U.S.) " 11% Turnover Rate below national finance and insurance industrys average rate of 22% CORPORATE & COMMUNITY ENGAGEMENT " Prudential CARES aligns with our talent focus by enabling employees to leverage their business skills and expertise through participation in corporate-sponsored initiatives " Since 1976, The Prudential Foundation has provided more than $195.5 million in Matching Gifts to non-profit organizations. In 2018, the Foundation provided more than $8.5 million in Matching Gifts. " Employees have provided nearly $1 million in pro bono consulting to 42 non-profits and small businesses Business Model & Innovation SOLVING FINANCIAL CHALLENGES " Prudential solves the opportunityfinancial challenges of a changing world leading to better outcomes for people, employers and communities " Prudential reaches 50 million people in more than 40 countries through the workplace, and individually with savings, protection, retirement and investment solutions FINANCIAL WELLNESS " Financial wellness platform helps customers across all incomes achieve financial securitygoals and protect against risks " Prudential Pathways(R) provides financial education to Prudentials extensive U.S. customer base including more than 350 employers representing 4 million employees " Pension Risk Transfer business enhances the peace of mind that comes with it.

Today, as Prudential’s global footprint continues to grow, our commitment to shared success remains strong. The company’s approach to creating innovative financial solutions draws on our expertise, our strong stakeholder relationships and the breadth and depth of our business model. In 2016, we continued to build upon our efforts to advance theretirement well-being of a broad array of stakeholders. Three examples are highlighted below:

Prudential’s global investmentworkers by helping companies fulfill pension promises 1PGIMs total net assets under management business, PGIM, is five years intoequal to $147 billion across its journey to create employment pathways for opportunity youth, young people who are not in school nor formally employed. Through a partnership with YouthBuild, an international organization that trains opportunity youth in both job and life skills, PGIM Real Estate and PGIM Real Estate Finance businesses.

Corporate Governance BOARD OVERSIGHT " Prudentials Corporate Governance & Business Ethics Committee oversees the Companys reputation, environmental stewardship, sustainability and corporate social responsibility strategy BEST-PRACTICE BOARD LEADERSHIP " Majority Independent Directors " Strong Lead Independent Director " Annual Election of Directors by majority of votes cast in an uncontested election " Independent committee leadership " 80% of non-employee directors are diverse " Annual Board evaluation by independent third party SHAREHOLDER RIGHTS " Proactive Adoption of Proxy Access " Special Meeting Threshold of 10% " No Poison Pill Environment GLOBAL ENVIRONMENTAL COMMITMENT " Advancing toward a global commitment with quantitative & qualitative targets " Global emissions data third-party-verified by Lloyds Register Quality Assurance CLIMATE CHANGE " CDP score increased from C to B in 2018 " Business continuation plans outline recovery strategy for natural disasters " Task Force on Climate-Related Financial Disclosures (TCFDs) voluntary recommendations supporter GREEN INVESTMENTS " Green programs constituted 29% of PGIM Real Estate Finances FHA/agency multifamily originations" PGIM Fixed Incomes green bond market value totaled $1.54 billion as of December 31, 2018 " Prudentials $5 million investment in the worlds first Blue Bond funds sustainable marine and fisheries projects 2018 MILESTONES Q1 " Fortune(R) Magazines Worlds Most Admired Companies ranks Prudential number 1 in the Insursance: Life and Health category " Ethisphere includes Prudential on its 2018 and 2019 Worlds Most Ethical Companies(R) list -- for the fifth consecutive year. " Barrons lists Prudential as one of the 100 Most Sustainable Companies Q2 " DiversityInc includes Prudential in its Top 50 Companies for Diversity " Military Times names Prudential a Best for Vets employer in 2018" Points of Light names Prudential to its Civic 50 for the fourth time" Prudential completes its 23rd annual Prudential Spirit of Community Awards honoring young volunteers " Prudential is leveragingnominated for the National Association of Corporate Directors NXT initiative " Prudential is named to Corporate Responsibility Magazines 100 Best Corporate Citizens Q3 " Named to Fortunes 2018 Change the World List " Prudential included in the Disability Equality Index(R) (DEI(R)) Best Places to Work, receiving a top score of 100% " Prudential of Korea celebrates the 20th anniversary of its business relationships, along with associate expertise, to accelerateSpirit of Community Awards program " Prudential awarded the job placement2018 Leading Disability Employer Seal by the National Organization on Disability" Working Mother includes Prudential in its 100 Best Companies for Working Mothers " Latina Style Magazine lists Prudential as one of YouthBuild graduates.

the 50 Best Companies for Latinas Q4 " Prudential remains committed to closingfeatured in Catalysts CEO Champions for Change Report " Forbes and JUST Capital rank Prudential the no. 1 company in the insurance protection gap, and in 2016, demonstrated this by buildingindustry on its relationship with LeapFrog Investments. The partnership’s long-term objective is to partner with local life insurance providers in high-growth African markets such as Ghana, Kenya and Nigeria to provide appropriate and affordable insurance products while simultaneously spurring the growth of the African middle class.their Americas Most JUST Companies list

In keeping our commitment to diversity in practice, Prudential was a proud founding donor and sponsor of the Smithsonian National Museum of African American History and Culture’s grand opening in Washington, D.C. The museum’s opening reignited a national dialogue around the rich and complex heritage of the African American community.

Every day, more than 49,000 Prudential employees serve millions of people around the globe, delivering on our founding belief. We know the value we create for our stakeholders, combined with the societal value we create as a company, helps build a shared and lasting prosperity.

		Prudential Financial, Inc. 751 Broad Street, Newark, NJ 07102

March 21, 201728, 2019

Letter from the Board of Directors

to Our Shareholders

As directors,The Board values this opportunity to share our perspectives regarding the work we striveundertook for our shareholders during 2018. Our objective is to govern Prudentialguide and oversee management in a prudent and transparent manner that helps the Company achieve sustainable operating and financial performance, and delivercreation of long-term value for our shareholders. We focus our attention on overseeingthrough the Company’sexecution of a sound business strategies,strategy, thoughtful succession planning, a commitment to corporate ethics, careful risk oversight, prudent risk management, talent development, and succession planning. Wecreating societal impact. In pursuit of these objectives, we are pleased to share with you our progress on specifican overview of the Board’s priorities and actions undertaken in 2016.during the year.

BUSINESS STRATEGY

We believe that an optimal and effective board of directors is informed, active and constructively engaged with management, without undue disruption to theday-to-day business of the Company. Our Board hasmeets regularly to discuss Prudential’s strategic direction. Our collective skills and will continue to be vigilantexperience in the oversightareas of our firm’s long-term strategy. By focusing on our long-term outlook, we are best ableregulation, business operations, risk management and capital markets, among other areas, enable us to support our common goal of creating enduring value in our firm and for our shareholders.provide critical insights to the Company to help maximize shareholder value. At each Board meeting and during our annual strategy planning session, we contribute to management’s strategic plan by engagingengage with Prudential’s senior leadership in robust discussions about the Company’s overall strategy, priorities for its businesses, and long-term growth opportunities.

SUCCESSION PLANNING

The Board collaborates with our executive team to cultivate a deep talent bench and plan for senior leadership succession. In 2018, as part of our succession plan, we made changes among the Company’s most visible leadership roles. The appointments of Charlie Lowrey to succeed John Strangfeld as Chief Executive Officer (“CEO”) and Rob Falzon to succeed Mark Grier as Vice Chairman, are the culmination of a multiyear, rigorous succession-planning effort by the Board. This structure is modeled in part after the roles John and Mark established working together over the past decade. We are grateful to John and Mark for their leadership and the contributions both have made to Prudential. John will be leaving the Board on April 5, 2019, and Mark is expected to retire from the Company and leave the Board in August 2019. At that time, Rob Falzon will join the Board.

CULTIVATING A STRONG ETHICAL CULTURE

Our Corporate Governance and Business Ethics Committee has direct oversight for the Company’s overall ethical culture and human rights policy. The Board collaborates with management to establish and communicate the right ethical tone which guides our conduct and helps protect the Company’s reputation. We know that only by doing business the right way, every day, do we continue to earn our investors’ and customers’ trust. Our commitment to strong ethical values and doing business the right way is reflected in Ethisphere Institute’s naming of Prudential as a 2019 World’s Most Ethical Company^®. This recognition is bestowed only on organizations that demonstrate a culture of ethics and transparency at every level.

BOARD RISK OVERSIGHT

Prudent risk-taking is an inherent part of Prudential’s business, and we approach our responsibility for oversight of Prudential’s risk profile—in its operations, product development and deployment of capital—very seriously. Fulfilling the Company’s long-term promises is only achievable by developing and maintaining an appropriate risk framework, transparency of risk reporting, and rigorous testing methodologies.

Through our oversight, we setThe Board sets standards for managing risksrisk and monitoring how the Company managesmanagement of those risks.risks within the Company. The Risk Committee is comprised of the chairs of each Board committee, which recognizes the vital role of each committee in risk oversight and enables the other Board committees, enabling usdirectors to more closely coordinate the Board’s risk oversight function. The Risk Committee has metrics in place to monitor and review market, insurance, investment, and operational risk.

TALENT DEVELOPMENT AND DIVERSITY

We recognizeregularly 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 over the long-term, our talent and culture provide our biggest competitive advantage. That is why we consider leadership and talent a priority throughout the Company. This “talent mindset” means embracing collaboration and diversity. We work diligently to build on our success as an organization where top talent across a variety of disciplines, and from a diverse set of backgrounds, aspires to work.

The Board’s composition is indicative of our commitment to diversity and inclusion. Our Directors reflect diverse perspectives, including a complementary mix of skills, experience and backgrounds, which we believestrategic plans are paramount tocommensurate with our ability to represent your interests as shareholders. Inidentify and manage risk.

TALENT DEVELOPMENT

The diversity of experiences, backgrounds and ideas of Prudential’s global employees enables us to develop solutions that address the last two years, four new directors have been elected. The average tenurefinancial needs of our directorscustomers. Therefore, recruiting, developing and retaining top diverse industry talent is now six years, andtwo-thirds of the Board is diverse.

ENGAGEMENT AND OUTREACH

Accountability to shareholders is not only a mark of good governance, but an important component of Prudential’s success. We value our shareholders’ views and insights and believe that positive,two-way dialogue builds informed relationships that promote transparency and accountability.key

priority for the Company. Talent development is discussed at every Board meeting, and once per year, the Board devotes time to discuss talent at each business and functional leadership level across the Company. This engagement gives us rich insight into the Company’s pool of talent and its succession plans.

CREATING POSITIVE SOCIETAL IMPACT

Prudential was founded on the belief that financial security should be attainable by everyone. Delivering business results and creating societal impact has guided our business model for more than 140 years. By leveraging the full breadth of Prudential’s business capabilities, the Company harnesses the power of the capital markets to promote economic opportunity and sustainable growth. To make sure the Company is delivering on its promise of inclusion, the Company has a Corporate Social Responsibility Oversight Committee. The Committee meets three times per year and is comprised of Board members and Prudential senior executives.

ENGAGEMENT AND OUTREACH

As a Board, one of our priorities is listening to and considering the views of our shareholders as we make decisions in the Boardroom. We accomplish this through a robust outreach and engagement program. In 2016,2018, we spoke with representatives from mutual funds, public pension funds, labor unions and other institutionalto investors thatwho represent thea majority of our outstanding shares. Topics discussed included strategyPrudential’s sustainability and performance; corporate governance matters, such associal strategy, Board composition and refreshment, succession planning and Board leadership structure;structure, succession planning, and our executive compensation program. This continuous and transparent communication with our shareholders serves as the foundation for our policy development and informs our business strategy.

CULTIVATING A STRONG ETHICAL CULTURE

For more than 140 years, our commitment to helping customers achieve financial security has never wavered. We know that only by doing business the right way, every day, do we continue to earn their trust.

Our corporate philosophy and practice of strong ethical values are reflected in the naming of Prudential as a 2016 World’s Most Ethical Company^® by the Ethisphere Institute. This recognition is bestowed only on organizations that demonstrate a culture of ethics and transparency at every level.

CORPORATE RESPONSIBILITY

Prudential was founded to address a social need—helping working families afford life insurance to achieve financial security and peace of mind. Since then, we have stayed true to our purpose of powering the ambitions of people, organizations and communities, and to driving social progress.

We believe everyone should have access to financial security. We recognize that equitable access to capital enhances prosperity and accelerates growth. We are committed to enabling economic prosperity through the work we do not only in our core businesses, but also through targeted efforts like our emerging manager program, which invests in women- and minority-owned firms. Through this and other initiatives, these core beliefs permeate our interaction with all of our stakeholders.

OUR INTERNATIONAL BUSINESSES ANCHORED BY JAPAN

Our international businesses present long-term opportunities for our Company. More than half of our employees work in our operations outside of the U.S. Today, Japan is central to our international strategy. Consequently, in November 2016, we held our Board meeting in Tokyo, Prudential’s headquarters in Japan. Over the course of several days, we met with the senior management of our Asian businesses to discuss their strategies, outlook, challenges and opportunities. We also met employees, whose observations and experiences reinforced the strength of Prudential’s culture, and our commitment to doing business the right way and maintaining a sharp focus on talent management.

YOUR VIEWPOINTVIEW IS IMPORTANT TO US

We value your support, and we encourage you to share your opinions suggestions, interests, and concerns 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.comindependentdirectors@prudential.com or provide feedback on our executive compensation program via our website atwww.prudential.com/executivecomp.

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, New JerseyNJ 07102.

We suggest you access the twoview short videos offrom our Lead Independent Director, Karl Krapek,Thomas J. Baltimore, and the Chair of our Corporate Governance and Business EthicsAudit Committee Gilbert Casellas, from the Corporate Governance section ofChairman, Douglas A. Scovanner, on our website at www.prudential.com/directorvideos.

The Board of Directors of Prudential Financial, Inc.www.prudential.com/directorvideos.

THE BOARD OF DIRECTORS OF PRUDENTIAL FINANCIAL, INC.

Dear Fellow Shareholders:

You are invited to the Annual Meeting of Shareholders on May 9, 2017, at 751 Broad Street, Newark, NJ, at 2:30 p.m. We hope that you will attend the meeting, but whether or not you attend, please designate the proxies on the proxy card to vote your shares.

We are excited that shareholder voting has increased each year and are again offering a voting incentive to registered shareholders. Because of your active participation, we have planted more than 730,000 trees through the incentive initiative.

Every shareholder’s vote is important. Thank you for your commitment to the Company and please vote your shares.

Sincerely,

John R. StrangfeldCharles F. Lowrey

Chairman and Chief Executive Officer

Prudential Financial, Inc.

751 Broad Street

Newark, NJ 07102

Notice of Annual Meeting of Shareholders of

Prudential Financial, Inc.

Newark, NJ 07102

 

4		|   Notice of Annual Meeting of Shareholders and 2017 Proxy Statement

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Summary Information

To assist you in reviewing the proposals to be acted upon at the Annual Meeting, we call your attention to the following information about the Company’s 20162018 financial performance and key executive compensation actions and decisions, and our key corporate governance highlights.policies and practices. The following description is only a summary. For more complete information about these topics, please review the Company’s Annual Report on Form10-K and this Proxy Statement.

Business Highlights

We reported operating return on average equity of 12% for 2016, compared to 14.5% for 2015 and to the long term target of 13% to 14% we had set in 2011.⁽¹⁾ Our return on equity for 2016 reflects solid core performance from our businesses, partly offset by the impact of a number of inherently variable and episodic items including our annual actuarial review. Given the multi-year impact of very low interest rates in our two largest markets, the U.S. and Japan, and the short term impact of strategic investing in our businesses, we have moderated our expectations for operating return on average equity to 12% to 13% over the near to intermediate term.

The compensation of our NEOs reflects both our 20162018 performance and the rigor of our executive compensation program. The following table depicts the Compensation Committee’s perspective on total direct compensation for the NEOs for 2018, as discussed in the CD&A. This table is not a substitute for the compensation tables required by the SEC.

Response to advisory vote and shareholder feedback

Approximately 95% of the votes cast at the 2016 Annual Meeting of Shareholders on thenon-binding advisory vote on the compensation of our named executive officers were voted in support of our executive compensation program. Consistent with its strong commitment to engagement, communication, and transparency, the Compensation Committee continues to regularly receive feedback from our shareholders and review our executive compensation program to ensure alignment between the interests of our senior executives and shareholders. In part based on feedback from our shareholders, we made several modifications to the compensation program for our NEOs as discussed above and in more detail in the CD&A.

		Summary Information

Corporate Governance Highlights

In 2016,2018, 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 on the Company, itsour Board structure, our governance practices and policies, and itsour compensation framework and programs. Our 20162018 corporate governance highlights include:

BoardsBoard of Directors Nominees and Committees⁽¹⁾

Annual Meeting Proposals

Item 1–Election of Directors

Our Board of Directors has nominated 1213 directors 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.directors, except Robert M. Falzon, whose term as a director will commence upon the retirement of Mark B. Grier in August 2019. Each agreed to be named in this Proxy Statement and to serve if elected. All of the nominees are expected to attend the 20172019 Annual Meeting. All 12 directors then serving on the Board, attended the 2016 Annual Meeting.

James Cullen, a member of the Board, will have attained the age of 74 and will not stand forre-election. As a result, the Board will be reduced to 12 members immediately prior to the2018 Annual Meeting.

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.

Director Criteria, Qualifications, Experience and Tenure

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.function and in the context of the Company’s strategic priorities. The Committee then compares those skills to the skills 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, keeping in mind its commitment to diversity.

BOARD HIGHLIGHTS

BOARD TENURE FOR 201 B NOMINEES Our directors' expertise combines to provide a broad mix of skills, qualifications and proven leadership abilities. The CorpOfate Governance and Business Ethics Committee ptactices a long term approach to board refreshment. With tile assistance of an independent search firm. the Committee regularly identifies individuals who have expertise that would complement and enhance tile current board's skills and experience. In addition, as part or our shareholder engagement dialogue, we routinely ask our investors for input regarding director recommendations.

It is of critical importance to the Company that the Committee recruit directors who help achieve the goal of a well-rounded, diverse Board that functions collegiallyrespectfully 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. For incumbent directors, the factors also include attendance, past performance on the Board and contributions to the Board and their respective committees.

Below each nominee’s biography, we have included an assessment of the skills and experience of such nominee. We have also included a chart that covers the assessment for the full Board.

Director Nominees

			Thomas J. Baltimore     Age:5355 Director Since:October 2008    Lead Independent Director since May 2017		Prudential Committees:   •  Executive (Chair)   •  Compensation   •  Investment (Chair)   •  Risk (Chair)		Public Directorships: •  Park Hotels & Resorts, Inc.
				Former Directorships Held During the Past Five Years:   •  Integra Life SciencesDuke Realty Corporation (August 2012)(April 2017)   •  RLJ Lodging Trust (May 2016)
Mr. Baltimorehas been the Chairman, President and CEO of Park Hotels & Resorts, Inc. (a NYSE-listed lodging real estate investment trust) since January 2017. Between May 2016 and January 2017, Mr. Baltimore was the President and CEO of the planned Hilton Real Estate Investment Trust. Previously, he was President and CEO of RLJ Lodging Trust (a NYSE-listed real estate investment company) from May 2011 to May 2016. He served asCo-Founder and President of RLJ Development, LLC (RLJ Lodging’s predecessor company) from 2000 to May 2011. He served as VP, Gaming Acquisitions, of Hilton Hotels Corporation from 1997 to 1998and later as VP, Development and Finance, from 1999 to 2000. He also served in various management positions with Host Marriott Services, including VP, Business Development, from 1994 to 1996.				Public Directorships:Skills & Qualifications   •  Duke Realty Corporation(1) Business Head/Administration •  Park Hotels & Resorts, Inc.
			Business Operations (1)  Mr. Baltimore will not be standing for re-election at the annual meeting in April 2017.•  Corporate Governance
			•  Investments •  Real Estate •  Risk Management •  Talent Management

BOARD TENURE FOR 2017 NOMINEES Our directors’ expertise combines to provide a broad mix of skills, qualifications and proven leadership abilities. The Corporate Governance and Business Ethics Committee practices a long-term approach to board refreshment. With the assistance of an independent search firm, the Committee regularly identifies individuals who have expertise that would complement and enhance the current board’s skills and experience. In addition, as part of our shareholder engagement dialogue, we routinely ask our investors for input regarding director recommendations. Director Tenure (Average 6.25 years)

Baltimore, Thomas J., Jr. Scovanner, Douglas A. Casellas, Gilbert F. Falzon, Robert M. Grier, Mark B. Hund-Mejean, Martina Krapek, Karl J. Lighte, Peter R. Lowrey, Charles F. Paz, George Pianalto, Sandra Poon, Christine A. Todman, Michael A. Summary of Director Qualifications and ExperienceACADEMIA/EDUCATION experience is important because it brings perspective regarding organizational management and academic research relevant to our business and strategy.BUSINESS ETHICS experience is important given the critical role that ethics plays in the success of our businesses.BUSINESS HEAD/ADMINISTRATION experience is important since directors with administration experience typically possess strong leadership qualities and the ability to identify and develop those qualities in others.BUSINESS OPERATIONS experience gives directors a practical understanding of developing, implementing and assessing our operating plan and business strategy.CORPORATE GOVERNANCE experience supports our goals of strong Board and management accountability, transparency and protectionof shareholder interests.ENVIRONMENTAL/SUSTAINABILITY/CORPORATE RESPONSIBILITY experience strengthens the Boards oversight and assures that strategic business imperatives and long term value creation for shareholders are achieved within a responsible, sustainable business model.FINANCE/CAPITAL ALLOCATION experience is important in evaluating our financial statements and capital structure.FINANCIAL EXPERTISE/LITERACY is important because it assists our directors in understanding and overseeing our financial reportingand internal controls.FINANCIAL SERVICES INDUSTRY experience is important in understanding and reviewing our business and strategy.GOVERNMENT/PUBLIC POLICY experience is relevant to the Company as it operates in a heavily regulated industry that is directly affectedby governmental actions.INSURANCE INDUSTRY experience is important in understanding and reviewing our business and strategy.INTERNATIONAL experience is important in understanding and reviewing our business and strategy. INVESTMENTS experience is important in evaluating our financial statements and investment strategy.MARKETING/SALES experience is relevant to the Company as it seeks to identify and develop new markets for its financial products and services. REAL ESTATE experience is important in understanding and reviewing our business and strategy. RISK MANAGEMENT experience is critical to the Boards role in overseeing the risks facing the Company. TALENT MANAGEMENT experience is valuable in helping us attract, motivate and retain top candidates for positions at the Company. TECHNOLOGY/SYSTEMS experience is relevant to the Company as it looks for ways to enhance the customer experience and internal operations.

Corporate Governance

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 each other and also through other communications with management.management throughout the year.

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 Audit Committees, the Lead Independent Director Charter, the Code of Business Conduct and Ethics 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 the 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 and engage in discussions with various groups and individuals on governance issues and improvements.these matters.

Process for Selecting Directors

The Corporate Governance and Business Ethics Committee screens and recommends candidates for nomination by the full Board. The Company’sBy-laws provide that the size of the Board may range from 10 to 24 members. The15 members, reflecting the Board’s current view is that theof its optimal size is between 10 and 15 members.size. The Committee is assisted with its recruitment efforts by an independent third partythird-party search firm, which recommends candidates that satisfy the Board’s criteria. The search firm also provides research and pertinent information regarding candidates, as requested.

Source Candidate Pool from Independent Search Firms Shareholders Independent Directors Our Peoplepeople In-Depth Review by the Committee Consider Skills Matrixskills matrics Screen qualifications Consider diversity Review independence and potential conflicts Meet with directors Recommend Selected Candidate for Appointment to our Board Review by full boardBoard Select Director(s) 4 new5 directors since May 20162015

		Corporate Governance

Board Leadership

Currently, our Board leadership structure consists of a Lead Independent Director, a Chairman (who is also our CEO) and strong committee chairs. The Board believes that our structure provides independent Board leadership and engagement while providing the benefit of having our CEO, the individual with primary responsibility for managing the Company’sday-to-day operations, chair regular Board meetings as key business and strategic issues are discussed. At this time, the Board believes that the Company is best served by having the same individual as both Chairman of the Board and CEO, but considers the continued appropriateness of this structure at least annually.

Under our Corporate Governance Principles and Practices, the independent directors annually elect an independent director to serve as Lead Independent Director for a term of at least one year, but for no more than three years. Mr. Krapek has served as our Lead Independent Director since May 2014. A new Lead Independent Director will be elected by the independent directors immediately after the 2017 Annual Meeting. The responsibilities and authority of the Lead Independent Director include:

COMPREHENSIVE STEPS TO ACHIEVE BOARD EFFECTIVENESS The Board is committed to a rigorous self evaluationself-evaluation process. Through evaluation, directors review the Board’sBoard's performance, including areas where the Board feels it functions effectively, and importantly, areas where the Board believes it can improve.1.improve. 1. Process is Initiated Corporate Governance and Business Ethics Committee Chair Initiatesinitiates the annual board evaluation process with the help of an independent third partythird-party consultant and our chief governanceCapitalize Chief Governance officer. 2. Evaluation The evaluation solicits each director’sdirector's opinion regarding the board’sBoard's effectiveness in monitoring and reviewing topics such as:as The strategic planning process The annual budget process and financial performance Management compensation, performance and ethics Risk strategy and management Succession planning 3. Feedback Analysis Directors are encouraged to speak to the independent third party with specific feedback on individual directors, committees or the Board in general. The independent third party synthesizes the results and comments and may have oral interviews with directors regarding the full Board or any committee on which the director serves. 4. Presentation of Findings At the January board meeting,In early 2019, the Corporate Governance and Business Ethics chair,Chair, in conjunction with the independent, third party consultant, presents the findings to each Committee, followed by review of the full BoardBoard. 5. Follow Upup Results requiring additional consideration are addressed at subsequent board and committee meetings and reported back to full Board, where appropriate. The Board followed-up on its most recent2018 self-evaluation by reviewing materials about the competitive and regulatory environment as well as discussing talent at almost every scheduled Board meeting. For 2017,2019, the Board has asked for more information in the following areas: TechnologyStrategic Planning Technological Trends and Future Products Product Development Management Succession Planning Executive CompensationDevelopments Competitive Environment and Industry and Evolving Markets

Letter from the Lead Independent DirectorBoard Leadership

Under Prudential’s Corporate Governance Principles, the independent directorsCurrently, our Board leadership structure consists of the Board annually elect a Lead Independent Director, and until April 5, 2019, aNon-Executive Chairman (who is our former CEO) as well as strong committee chairs. As previously announced, Mr. Lowrey, our CEO, will become Chairman on April 5, 2019. The Board believes that our structure provides independent Board leadership and engagement while providing the benefit of having our CEO, the individual with primary responsibility for managing the Company’sday-to-day operations, chair regular Board meetings as key business and strategic issues are discussed.

The Board regularly reviews its leadership structure, and the Board thoroughly evaluated whether to continue to combine or to split the chair and CEO roles in the months leading up to the Company’s recent CEO transition. 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 determined that having the former CEO becomeNon-Executive Chairman, followed by Mr. Lowey as Chairman and CEO was in the best interests of the Company and its shareholders. The Board will continue to monitor the appropriateness of this structure.

Under our Corporate Governance Principles and Practices, the independent directors annually elect a Chairman of the Board and, if the individual elected as Chairman of the Board is the CEO, they also elect an independent director to serve as Lead Independent Director. The Lead Independent Director is generally expected to serve for a term of at least one year, but for no more than three years. I am honored that my fellowMr. Baltimore was elected as Lead Independent Director for his second term in May 2018. The responsibilities and authority of the Lead Independent Director include:

Letter from the Lead Independent Director

As Prudential’s lead independent director, it is a privilege to share with you the Board’s view on the Company’s governance practices that we believe reflect our Annual Meeting. Our directors share myongoing commitment to strong, independent leadership,building long-term shareholder value.

Succession Planning

Succession planning is paramount to the Board’s oversight and is a point of discussion and deliberation at every Board effectivenessmeeting. In September 2018, John Strangfeld announced his retirement ending his11-year tenure as Prudential’s CEO and oversight. In this context, I would likeChairman. The Board was honored to share insights into our philosophyannounce the appointments of Charles Lowrey, former Executive Vice President and practices on several important issues.Chief Operating Officer, International Businesses, to the role of Chief Executive Officer, and Robert Falzon, former Executive Vice President and Chief Financial Officer, to the role of Vice Chairman, succeeding Mark Grier.

Strategic Oversight

As partThese transitions are indicative of the annualdepth and breadth of the firm’s talent pool. Charlie and Rob are accomplished business leaders with significant related experience that will shape Prudential’s strategic planning process,vision and long-term strategy.

Board Effectiveness

It is our goal to operate our Board reviewsin the Company’s strategy, opportunities, challenges, capabilitiesmost effective manner possible, and leadership to ensure the Company is well-positioned to continue creating value for shareholders. My fellow independent directors and I are committed to, and value, our dialogue with management regarding the Company’s disciplined risk assessment, capital allocation strategy and long-term plans for growth.

Board Governance

Effective governance means ongoing and thoughtfulwe believe a rigorous annual evaluation of our governance structure, and constructive shareholder engagement on emerging governance issues. In 2016, our engagement efforts, which included my personal involvement and that of other directors, reached investors holding the majority of our outstanding shares.

Our recent shareholder engagement dialogue about governance has focused on, among other things, Board composition, refreshment and our Board’s leadership structure. Understanding the importance of the Board’s responsibility to provide effective oversight, we strive to maintain an appropriate balance of tenure, diversity, skills, and experience on the Board. Since 2015, four new independent directors have joined our Board to replace long-tenured directors. In addition, directors from diverse backgrounds comprisetwo-thirds of our Board.

Board Evaluation

We are committed to provide transparency to our robust Board and committee evaluation process, which is led by an independent third party is an essential component of good governance practices. Every year, the Corporate Governance and Business Ethics Committee works with an experienced, third-party consultant. Our proxy statement not only describes each stepconsultant to complement our internal evaluation efforts by introducing an objective perspective and knowledge of best practices. We believe this approach adds rigor to the evaluation process, but also provides specificprocess.

Board Composition and Refreshment

We believe strong governance begins with an independent, engaged and diverse board – 80% of our independent board members are diverse. With these guiding principles, the Corporate Governance and Business Ethics Committee screens and recommends Board candidates for nomination with the goal of evolving the composition of our Board in line with the strategic needs of our global customers.

Using our skills matrix as a guide, individual conversations with directors, and the assistance of an independent search firm, the Committee identifies areas where our directors seek improvement.of expertise that would complement and enhance the current Board’s skills and experience. Over the past several years, we have added five new Board members.

Governance Policies and Practices

We continue to maintain our focus on strong governance practices thatwhich we believe are important to our shareholders and protect the long-term vitality of the Company. Our accountability to you is indicativeillustrated in our policies such as: proxy access, a strong Lead Independent Director role, the right of shareholders to call a special meeting, the annual director elections by majority vote, annual election of directors, and a robust clawback policy.

My board colleague, Gilbert Casellas, chairmanDouglas Scovanner, chair of our Corporate Governance and Business Ethicsthe Audit Committee, and I address these topics in two short videos. You can access the videos from the Corporate Governance section of our website at www.prudential.com/directorvideos. We see these videos as an important component of our ongoing efforts to share information with shareholders.

Prudential’s founder, John Dryden, stated thatOn behalf of our shareholders, your Board is committed to maintaining our diligence in overseeing the “justification of the company’s existence is its advancement of the efforts of its policy holdersfirm’s performance, risk management, and their families for better economicinvestment in our people and social condition.” More than 140 years after Mr. Dryden’s proclamation, my fellow directors and I are proud to carry on this purpose on your behalf.communities.

Sincerely,

Thomas J. Baltimore

Lead Independent Director

				Prudential Lead Independent Director   KarlThomas J. KrapekBaltimore Mr. Baltimore was elected by Prudential’s independent directors to serve as Lead Independent Director effective May 9, 2017. Mr. Baltimore brings significant experience and knowledge to the Lead Independent Director role. He has served as a Prudential director since 2008. During his tenure, he has chaired the Investment, Executive and Risk Committees, and served on the Compensation and Finance Committees. Due to his Board experience and leadership, Mr. Baltimore understands the Company’s long-term strategic priorities. In addition, he possesses a deep understanding of Prudential and its industry’s legal, regulatory, and competitive frameworks.

Why our Board Structure Is Right for Prudential and its Shareholders

Prudential’s Board leadership structure is reviewed by our Corporate Governance and Business Ethics Committee regularly. Upon John Strangfeld’s retirement, the Board again gave careful deliberation to its structure and determined that a combined Chairman-CEO role continues to be in the best interest of our firm and shareholders. As independent directors, we believe the current structure promotes an effective Board that enables us to provide strategic guidance, challenge management’s perspectives, and meet with relevant internal and external constituents important to the Company’s operational and regulatory initiatives.

The independent directors annually select an independent member to serve as the Lead Independent Director. As required by the Lead Independent Director Charter, the Lead Independent Director is precluded from serving longer than three consecutive years.

Charles Lowrey, former executive vice president and chief operating officer of Prudential’s International Businesses, was appointed CEO on December 1, 2018. He will be appointed Chairman on April 5, 2019. Charlie’s successful leadership of the Company’s asset management, U.S. and international businesses enables him to bring a broad perspective of Prudential’s operations, a deep understanding of our people, and leadership skills that will serve the Company well as it continues to grow.

The Board believes a Chairman-CEO structure provides Prudential with a clear and effective leadership role to communicate the Company’s business and long-term strategy to its clients, shareholders and the public. The combination also provides for robust and frequent communication between the Board’s independent directors and Company management. On behalf of our shareholders, the Board is committed to advancing our momentum in the market. This transition is the result of a thoughtful, phased and long-term approach to succession planning.

Lead Independent Director:Key Responsibilities

Board Risk Oversight

The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk, through both as athe whole Board and through its committees. At least annually, the Board reviews strategic risks and opportunities facing the Company and certain of its businesses. Other important categories of risk are assigned to designated Board committees (which are comprised solely of independent directors) that report back to the full Board. In general, the committees oversee the following risks:

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 2016,2018, the full BoardRisk Committee received a reportan update from the Chief Risk Officer on the important strategic issues and risks facing the Company. In addition, the Board and committees review the performance and functioning of the Company’s overall risk management function.

The Risk Committee is comprised of the chairs of each of the other Board committees.committees and Mark Grier, our Vice Chairman, who supervises the Chief Risk Officer of the Company. The principal activities of the Risk Committee are to: oversee the Company’s assessment and reporting of material risks by reviewing the metrics used by management to quantify risk, applicable risk limit structures and risk mitigation strategies; review the Company’s processes and procedures for risk assessment and risk management, including the related assumptions used across the Company’s businesses and material risk types; and receive reports from management on material and emerging risk topics that are reviewed by the Company’s internal management committees.

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 sit on key management committees and the functions they oversee operate independently of the businesses to separate management and oversight. Employee appraisals evaluate employees with respect to risk and ethics.

Cybersecurity Risk Oversight

In addition, the Board oversees the Company’s cyber risk management 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 all 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 periodic reports from the Chief Information Security Officer, the Chief Information Officer and the Head of Operational Risk. The Board and the Audit Committee also periodically receive updates about the results of exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness. The Audit Committee regularly briefs the full Board on these matters, and the full Board also receives periodic briefings on cyber threats in order to enhance our directors’ literacy on cyber issues.

Executive Compensation Risk Oversight

We monitor the risks associated with our executive compensation programprograms 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 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 compensation plans allow for discretionary negative adjustments to the ultimate outcomes, which serves to mitigate risk-taking.

Moreover, senior management is subject to a share ownership and retention policy,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 earn the incentives provided under our compensation plans. The Compensation 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.

		Corporate Governance

Succession Planning

The Board is actively engaged and involved in talent management. The Board reviews the Company’s “people strategy” in support of its business strategy at least annually and frequently discusses talent issues at its meetings. This includes a detailed discussion of the Company���sCompany’s global leadership bench and succession plans with a focus on key positions at the senior officer level. As a result of this approach, the Board was well positioned to execute on its succession plan in 2018, including the appointment of Mr. Lowrey to succeed Mr. Strangfeld as CEO and Chairman and Mr. Falzon to succeed Mr. Grier as Vice Chairman.

In addition, the committees of the Board regularly discuss the talent pipeline for specific critical roles. High potentialHigh-potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board is regularly updated on key talent indicators for the overall workforce, including diversity, recruiting and development programs.

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

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

The Chief Governance Officer 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 tonon-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 solicitation or advertisements; product-related inquiries; junk mail or mass mailings; resumes or otherjob-related inquiries; spam and overly hostile, threatening, potentially illegal or similarly unsuitable communications.

Committees of the Board of Directors

The Board has established various committees to assist in discharging its duties, including: Audit, Compensation, Corporate Governance and Business Ethics, Executive, Finance, Investment and Risk. The primary responsibilities of each of the committees are set forth below, together with their current membership and the number of meetings held in 2016.2018. Committee charters can be found on our website at www.prudential.com/governance. Each member of the Audit, Compensation, 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 Committee meet additional, heightened independence and qualification criteria applicable to directors serving on these committees under the NYSE listing standards.

In addition to the above Committee meetings, the Board held 11eight meetings in 2016.2018.

Certain Relationships and Related Party Transactions

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

The policy is administered by the Corporate Governance and Business Ethics Committee. The Committee 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 the Committee’s 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 anarm’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 market placemarketplace (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 market placemarketplace and in accordance with applicable law.

Pursuant to our policy, the Corporate Governance and Business Ethics Committee determined that there were twothree transactions that qualified as related party transactions since the beginning of 2016.2018. The brother of Robert M. Falzon, our ExecutiveVice Chairman, Michael F. Falzon, is our Vice President, and Chief Financial Officer, Michael Falzon, is a Vice President for Infrastructure Systems Development. In 2016,2018, the total compensation paid to Michael Falzon, including salary, bonus and the grant date value of long-term incentive awards, was approximately $480,300.$600,000. Theson-in-law of Barbara Koster, our Senior Vice President and Chief Information Officer, Joshua D. Howard, is an associate in Quantitative Management Associates, a subsidiary of the Company. In 2016,2018, the total compensation paid to Mr. Howard, including salary and bonus, was approximately $141,500.$165,000. The daughter of Timothy L. Schmidt, our Senior Vice President and Chief Investment Officer, Carley J. Berger, is an associate in the actuarial department. In both2018, the total compensation paid to Ms. Berger, including salary and bonus, was approximately $130,000. In all three cases, the individuals’ compensation iswas similar to the compensation of other employees holding equivalent positions. Neither individual is in the reporting chain of the executive officer.