UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Prudential Financial, Inc.

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LOGO

~~2018 PROXY STATEMENT PRUDENTIAL FINANCIAL, INC.~~

~~Notice of Annual Meeting of ShareHolders to be held on May 8, 2018~~

~~Environmental~~

~~Through our sustainability policies and practices, we take a leadership position by proactive engagement with employees, customers, vendors, investors, environmental groups, and industry officials.~~

~~These initiatives were developed to minimize the environmental impact of our global businesses.~~

~~CLIMATE RISK~~

~~Our Environmental Commitment acknowledges the connection between climate risk and the possible impact to the company, our clients and our neighbors.~~

~~ENVIRONMENTAL STEWARDSHIP~~

~~The U.S. Green Building Council awarded Prudential’s Minnesota data center “LEED Gold” certification.~~

~~Our Vendor Code of Conduct and Terms of Engagement stipulates expectations for businesses and individuals wishing to do business with Prudential.~~

~~EMPLOYEE ENGAGEMENT~~

~~Eight global Green Teams organized community initiatives such as:~~

~~Park Clean-Ups, Adopt-A-Highway Clean Up, Recycling Drives, and Lunch & Learn Sessions~~

~~GREEN INVESTMENTS~~

~~PGIM Investments invested in a diverse portfolio of “green” businesses in 2017.~~

~~Alternative Energy Investments – Portfolio market value increased 12.9% versus 2016 , including over $4.3 billion invested in renewable power projects.~~

~~Green Real Estate – PGIM Real Estate managed 26.7 million square feet of LEED certified real estate totaling $13.9 billion (as of 12/31/17).~~

~~Green Bonds – Prudential’s Fixed Income’s green bond investment grew 11 fold since 2013; market value exceeds $157 million.~~

~~Social~~

~~At Prudential, creating both business and social impact has been core to our strategy since our founding more than 140 years ago.~~

~~By leveraging Prudential’s full breadth of business capabilities, we are able to create pathways for everyone to achieve financial and social mobility with initiatives such as:~~

Our commitment to support Financial Wellness by announcing a multi-year partnership with the Aspen Institute and launching tools and resources to help employers enhance their workforce’s financial health.

~~Impact investment assets under management exceeded $715 million, putting Prudential well on its way to achieving its goal of having a $1 billion impact investment portfolio by 2020.~~

~~Foundation grants, corporate contributions and employee donations, distributed through the end of 2017, provided more than $3.6 million in support of seven global disasters.~~

~~The launch of the Clement A. Price Lecture Series, which focuses on the revitalization of Newark, New Jersey, at the Smithsonian National Museum of African American History~~

~~& Culture.~~

“Our commitment to environmental, social and governance initiatives, which is core to our business and corporate philosophy, serves as the foundation of Prudential’s sustainable long-term growth and success. ”

~~Gilbert F. Casellas~~

~~Chairman, Corporate Governance~~

~~& Business Ethics Committee~~

~~Governance~~

~~Prudential’s Board leadership is built on a foundation in sound governance practices.~~

~~Prudential is proud of its commitment to its shareholders, which is evident by its leading corporate governance practices including:~~

~~BOARD~~

~~Strong Lead Independent Director including charter to guide oversight and independent leadership~~

~~Majority Independent Directors – 10 of the 12 director nominees are independent~~

~~Annual Election of Directors by majority votes cast in an uncontested election~~

Director Stock Ownership Guidelines – within six years of joining the Board, each director is expected to own common stock or deferred stock units with a value equivalent to six times his or her annual retainer

~~Annual Board Evaluation – overseen by independent third party~~

~~Board Continuing Education – new director orientation and continuing education on critical topics and issues~~

~~SHAREHOLDER RIGHTS~~

~~Proactive Adoption of Proxy Access~~

~~Special Meeting Threshold of 10%~~

~~No Poison Pill~~

~~COMPENSATION~~

~~Annual “Say on Pay” Shareholder Vote~~

~~Rigorous Clawback Policy~~

~~Prohibition of Derivatives Trading, and Hedging and Pledging of Our Securities~~

Made in Newark, by Newark. The 20-story Prudential Tower was built with $52 million of goods, materials and services from Newark vendors, preserved more than 5,000 jobs downtown and created at least 400 new full-time positions.

~~2017 Milestones~~

~~Fortune® Magazine’s World’s Most Admired Companies ranks Prudential number 1 in the Insurance/Health category~~

~~Ethisphere includes Prudential on its “2017 World’s Most Ethical Company” list~~

~~Points of Light named Prudential to its Civic 50 list, which recognizes community and civic engagement of America’s leading brands~~

~~Prudential included in the Disability Equality Index® (DEI®) Best Places to Work, receiving a top score of 100%~~

~~Prudential Chairman and CEO John Strangfeld signs CEO Action for Diversity & Inclusion pledge and Catalyst CEO Champions for Change commitment~~

~~Prudential’s Spirit of Community Awards conducts 234 award presentations across the U.S. FTSE4Good Index includes Prudential for seventh consecutive year~~

~~DiversityInc includes Prudential in its Top 50 Companies For Diversity The National Organization on Disability selects Prudential to receive its~~

~~Leading Disability Employer Seal™.~~

Forbes and JUST Capital name Prudential as one of America’s Most JUST Companies and the Insurance Industry Leader. The JUST 100 ranks the largest publicly-traded U.S. companies by the American public’s definition of just corporate behavior.

~~Newsweek includes Prudential in its Green U.S. 500 and Global 500 Rankings Prudential Seguros S.A. (Argentina) issued its first regional Sustainability Report~~

LOGO

~~Prudential Financial, Inc.~~

~~751 Broad Street,~~

~~Newark, NJ 07102~~

~~March 22, 2018~~

~~Letter from the Board of Directors~~

~~to Our Shareholders~~

The Board values this opportunity to share our perspective regarding the work we undertook for our shareholders during 2017. Our objective is to guide and oversee management in the creation of long-term value through the execution of a sound business strategy, prudent risk management, talent development, succession planning, a commitment to corporate ethics, and creating societal impact. In pursuit of these objectives, we are pleased to share with you an overview of the Board’s priorities and actions during the year.

~~BUSINESS STRATEGY~~

We believe that an optimal and effective board is informed, active and constructively engaged with management, without undue disruption to the day-to-day business of the company. Our Board meets regularly to discuss Prudential’s strategic direction. Our collective skills and experience in the areas of regulation, business operations, risk management and capital markets enable us to provide critical insights to our Company to help maximize shareholder value and support the pursuit of our mission: ‘‘To help our customers achieve financial prosperity and peace of mind.”

At each Board meeting and during our annual strategy planning session, we engage with Prudential’s senior leadership in robust discussions about the Company’s overall strategy, priorities for its businesses, and long-term growth opportunities.

~~BOARD RISK OVERSIGHT~~

Managing and monitoring risks are important to our oversight of Prudential, and we take this responsibility seriously. We regularly 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 strategic plans are commensurate with our ability to identify and manage risk.

The Board’s Risk Committee includes the chairs of each of the other Board committees, allowing us to more closely coordinate our risk oversight function. The Risk Committee has metrics in place to monitor and review market, insurance, investment and operational risk.

~~CULTIVATING A STRONG ETHICAL CULTURE~~

We recognize the importance of doing business the right way in all of our locations across the globe. We work with management to set and communicate the appropriate ethical “tone” for the Company, which guides our conduct and protects Prudential’s reputation.

We believe employees’ actions are significantly influenced by an organization’s culture, and that the corporate environment often determines how employees make decisions. To help us monitor the engagement of Prudential’s worldwide workforce, we meet with senior leaders representing Prudential’s global businesses throughout the year, including those on the front-line who have direct customer contact. Prudential also maintains a robust ethics and compliance program directed by its Chief Ethics and Compliance Officer, with whom we meet regularly. We also assess employee engagement surveys, employee turnover, and the Company’s incentive plans to ensure that goals and performance are both reasonable and aligned.

~~TALENT DEVELOPMENT AND SUCCESSION PLANNING~~

The diversity of experiences, backgrounds and ideas of Prudential’s global employees enables us to develop products that address the financial security needs of our customers. Therefore, recruiting, developing and retaining top diverse industry talent is a 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.



		2		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

LOGO

~~Letter from the Board of Directors~~Dear Fellow Shareholders

~~CREATING POSITIVE SOCIETAL IMPACT~~

Prudential was founded on the belief that financial security should be attainable to everyone. Creating both business and 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 2017, we spoke to investors who represent a majority of our outstanding shares. Topics discussed included Prudential’s environmental, sustainability and social strategy, Board composition and refreshment, Board leadership structure, succession planning, and our executive compensation program.

~~YOUR VIEWPOINT IS IMPORTANT~~

We value your support, and we encourage you to share your opinions 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.com or provide feedback on executive compensation via our website at www.prudential.com/ 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 Jersey 07102. We suggest you view short videos from our Lead Independent Director, Thomas Baltimore, and the Chair of our Finance Committee, Christine Poon, on our website at~~www.prudential.com/directorvideos~~.

~~THE BOARD OF DIRECTORS OF PRUDENTIAL FINANCIAL, INC.~~



~~Thomas J. Baltimore~~		~~George Paz~~

~~Gilbert Casellas~~		~~Sandra Pianalto~~

~~Mark B Grier~~		~~Christine Poon~~

~~Martina Hund-Mejean~~		~~Douglas A. Scovanner~~

~~Karl J. Krapek~~		~~John R. Strangfeld~~

~~Peter R Lighte~~		~~Michael A. Todman~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		3

~~Dear Fellow Shareholders:~~

You are invited to the Annual Meeting of Shareholders on May ~~8, 2018,~~11, 2021, at 751 Broad Street, Newark, NJ 07102, at 2:00 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 and are~~once again offering a voting incentive to registered shareholders. Because of your active participation, we continue to support the work of American Forests to protect and restore America’s forest ecosystems.

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

Sincerely,

LOGO

Charles F. Lowrey

~~John R. Strangfeld~~

Chairman and Chief Executive Officer

Prudential Financial, Inc.

751 Broad Street

Newark, NJ 07102

LOGO


42		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

March 25, 2021

Prudential Financial, Inc.

751 Broad Street

Newark, NJ 07102

LOGO

From the Board of Directors

to Our Shareholders

This past year presented unprecedented societal, public health and business challenges on a global scale. Throughout the year, the Board and Prudential’s leadership team collaborated closely to enable the Company to meet its commitments to our stakeholders, including our customers, employees, shareholders, and the communities where we serve and operate. We are pleased to share with you an overview of the Board’s priorities and actions during the past year.

Our COVID-19 response

Through so many crises in our 145-year history, Prudential has remained resilient and ready to provide protection and peace of mind to our customers, employees, shareholders and communities. We have a long-standing commitment to disaster preparedness, relief, recovery and rebuilding to address both immediate and long-term needs. That’s why Prudential was ready to move quickly to help address the many business and societal needs arising from COVID-19, which has created suffering in our neighborhoods and across the globe, impacting both the physical health and financial well-being of millions.

Prudential has taken extensive steps to care for the health and safety of our employees, including expanding and enhancing employee benefits and resources such as free mental health resources for employees and family members, online wellness resources, and child and dependent care benefits.

Prudential has been on the ground helping local communities, where the health, well-being and prosperity of our neighbors is vital to our future. We donated more than 150,000 face masks—including 75,000 N95 respirators—to health care workers, waived rents for our tenants in Newark, New Jersey, continued to pay our vendors for janitorial and other services, and deployed more than $10 million in relief and recovery funding. Working with longstanding nonprofit partners, Prudential support included:

●

$600,000 to support small businesses and their employees in Newark and $400,000 to support basic needs for Newark residents;

●

$100,000 to the El Paso Community Foundation, seeding a program to hire unemployed restaurant workers in El Paso, Texas to deliver meals from an area food bank to people in need;

●

A $50,000 grant to Veterans Plus, a financial literacy organization for veterans, to provide emergency financial assistance to veterans and surviving military family members, and a $100,000 fund-redeployment to support immediate needs with Operation Gratitude; and

●

An employee donation-matching campaign that donated nearly $400,000 for the CDC Foundation, Feeding America, SaverLife and the World Central Kitchen.

As the pandemic continues, so does the work of Prudential’s leaders, several of whom were tapped to lend their expertise to advise at the city and state level in New Jersey in building a responsible road to recovery by restoring economic health through public health, including Chairman and CEO Charles Lowrey who serves on NJ Governor Murphy’s Restart and Recovery Commission. These invitations for Prudential leaders build on a long history of sharing our expertise and are an extension of efforts Prudential has undertaken for decades to support the community.

We believe providing financial protection and peace of mind to our customers around the world is paramount. We handled nearly 850,000 customer calls in the month after the national emergency declaration, helping to calm nerves through volatile market conditions and provide access to needed benefits. Over the last year, we enhanced online and digital tools and deployed additional resources in our contact centers, and accelerated the process for customers who wish to withdraw funds from annuities or life insurance policies.

We recognize the losses COVID-19 has inflicted on so many of our colleagues, their families and the communities in which we serve globally. We will continue to act by providing services and resources necessary to meet this pandemic’s public health and economic challenges and stay true to our commitment to making lives better by solving the financial challenges of our changing world.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		3

From the Board of Directors to Our Shareholders

LOGO

Our commitment to inclusion and diversity

Driving progress toward inclusion and racial equity is a moral and business imperative that aligns directly with our Company’s purpose. In 2020, we, like other companies, looked within to see what more we could do to promote social justice. This led to a deepening of Prudential’s long-standing efforts by announcing our nine commitments to advance racial equity. These commitments were born out of the courageous candor of nearly 7,000 U.S.-based Prudential employees across the Company, who shared their experiences and expectations in more than 125 employee forums on racial equity. These commitments span the Company’s talent practices, how we design and deliver products, our investments and public policy work, and support of community institutions working to remove systemic barriers that impede economic growth.

The commitments and our progress are described in this proxy statement. We recognize our efforts will require courage, commitment, hard work and an unyielding focus in the months and years ahead. Measuring our progress and maintaining accountability is central to these commitments. We will be tracking our performance and sharing it with our employees, shareholders and other stakeholders.

Prudential’s Board, with the senior management team, ultimately has oversight for the Company’s inclusion and diversity efforts. We are committed to supporting a fully inclusive community for all employees and to playing a leadership role in driving equitable growth.

Compensation

Our board expects Prudential’s senior leadership team to set the standard for inclusive behavior and weave their standards into our corporate culture. Recognizing that diversity is imperative to the Company’s vitality, in 2018, we instituted a modifier for our 2018–2020 performance shares program for the senior vice president level and above that is subject to a performance objective intended to improve the representation of diversity among senior management. The results of the program are detailed in this proxy’s Compensation Discussion and Analysis section. The Board is proud to report that we achieved our goal of increasing representation of diverse persons among our senior management by five percentage points.

Due to the success of this program and because we believe tying compensation to diversity deeper into the organization helps provide for shared accountability to make progress, we have expanded the program. The 2021–2023 performance shares program will again have a modifier subject to a performance objective intended to improve inclusion and diversity. The performance goals for this new modifier reach deeper into the organization and emphasize increased representation of our Black and LatinX colleagues.

Risk oversight

Managing and monitoring risks are important to the Board’s oversight of Prudential. We regularly review the Company’s risk profile, including its approach to sustainability and human 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 strategic plans are commensurate with our ability to identify and manage risk. The Board’s Risk Committee includes the chairs of each of the other Board committees, allowing us to more closely coordinate our risk oversight function. The Risk Committee has metrics in place to monitor and review market, insurance, investment and operational risk.

Environmental sustainability

In December 2019, we released our Global Environmental Commitment and responses to the CDP Climate Change Questionnaire for 2020, further solidifying our pledge to the Company’s environmental stewardship. In 2020, to support this Commitment, we offset our carbon emissions from U.S. employees’ business travel by purchasing high-quality environmental instruments, issued the firm’s first green bond in alignment with the Sustainable Development Goals (SDGs) and joined the CDP Supply Chain program to foster engagement with our suppliers. Our 2019 Sustainability Report, issued in 2020, was prepared in accordance with the Global Reporting Initiative Standards, and included appendices addressing the standards of the Sustainability Accounting Standards Board and Task Force on Climate-related Financial Disclosures. We pride ourselves in our sustainability leadership and will continue to enhance our polices to meet the advances of climate science.

Shareholder engagement

In seeking shareholder perspectives, our Board and management team engaged with a cross section of shareholders owning a majority of our outstanding shares. Our consistent and active dialogue with shareholders enables us to consider a broad range of perspectives. Topics discussed during 2020 included Prudential’s executive compensation plan, human capital development, inclusion and diversity, environmental sustainability, and Prudential’s board and its leadership structure.


4		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

From the Board of Directors to Our Shareholders

LOGO

We encourage you to view our director videos, which offer insight into how Prudential’s directors view their roles and responsibilities. This year we are featuring Gilbert Casellas, Chairman of Prudential’s Corporate Governance and Business Ethics Committee, Christine Poon, our Lead Independent Director and Chair of Prudential’s Finance Committee, and Robert Falzon, Prudential’s Vice Chairman, on our website at www.prudential.com/directorvideos.

To further address topics raised by our shareholders, we recently released our first Environmental, Social and Governance Summary Report. The report can be found on our website at www.prudentialesg.com/sustainability/default.aspx.

Your view is important to us

We value your support, and we encourage you to share your opinions 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.com or provide feedback on our executive compensation program via our website at www.prudential.com/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, NJ 07102.

Reflecting on 2020, a year that no one could predict, our Board is proud of our employees around the world who have not let the pandemic limit who we are as a company. Their fortitude has enabled us to deliver on our purpose of making lives better by solving the financial challenges of a changing world on behalf of our customers, communities and investors.

We appreciate your investment in Prudential and thank you for the opportunity to serve you and our Company.

The Board of Directors of Prudential Financial, Inc.


Thomas J. Baltimore		Charles F. Lowrey

Gilbert F. Casellas		George Paz

Robert M. Falzon		Sandra Pianalto

Martina Hund-Mejean		Christine A. Poon

Wendy E. Jones		Douglas A. Scovanner

Karl J. Krapek		Michael A. Todman

Peter R. Lighte


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		5

LOGO

Notice of Annual Meeting

of Shareholders of

Prudential Financial, Inc.

~~Notice of Annual Meeting of Shareholders of~~

~~Prudential Financial, Inc.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~6		5NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

LOGO

Summary

Information

~~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 2017 financial performance and key executive compensation actions and decisions, and our key corporate governance policies and practices.~~Company. The following description is only a summary. ~~For more complete information about these topics, please review the Company’s~~

Annual ~~Report on Form10-K~~Meeting Proposals ~~and this Proxy Statement.~~

~~Business Highlights~~


Proposal		Recommendation of Board

Election of directors		FOR each of the nominees

Ratification of independent auditor		FOR

Advisory vote to approve named executive officer compensation		FOR

Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan		FOR

Shareholder proposal regarding an independent Board Chairman		AGAINST

The Year 2020 for Prudential

Amid the challenges created by the pandemic, Prudential continued to deliver purpose-driven outcomes for its customers, shareholders, employees and other stakeholders in 2020. We efficiently executed our business continuity plans in response to COVID-19, transitioning more than 98% of our U.S. employees to remote work while keeping all businesses fully operational. We addressed the challenging market environment by repricing products and pivoting to less interest rate sensitive solutions that are tailored to meet our customers’ financial needs. In support of the Company’s transformation efforts to become a higher growth and less market sensitive business, Prudential took meaningful actions to rotate its international earnings mix, including by completing the sale of our Korea insurance business and signing a definitive agreement to sell our Taiwan insurance business. We also identified additional cost savings in 2020 that we expect will generate an incremental $250 million in efficiencies, bringing our total cost savings program to $750 million by the end of 2023. Backed by these actions and the Company’s financial strength, Prudential remains well positioned to execute its strategic priorities.

2020 Total Shareholder Return

The chart on the right shows our absolute Total Shareholder Return (“TSR”) and percentile ranking relative to the 20 companies in our Compensation Peer Group over the three time periods indicated.


	1-Year		2-Year		3-Year

Cumulative TSR		-11%		-22%		18%

Annualized TSR		-11%		-8%		3%

Percentile Rank		29%		15%		17%


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		7

~~We reported return on average equity based on net income of 16% for 2017, compared to 8.8% for 2016.~~

~~We reported operating return on average equity of 13% for 2017, compared to 12% for 2016.~~⁽¹⁾

~~(1)~~

~~Consolidated adjusted operating income (“AOI”) and operating return on average equity arenon-GAAP~~ ~~measures of financial performance. Adjusted book value is anon-GAAP~~ measure of financial position. We use earnings per share (“EPS”) based on AOI, operating return on average equity, and adjusted book value as performance measures in our incentive compensation programs. For a discussion of these measures and for reconciliations to the nearest comparable GAAP measures, see Appendix A to this Proxy Statement.



6		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Summary Information~~

LOGO

~~Assets under management reached $1.394 trillion at December 31, 2017, an increase from $1.264 trillion a year earlier.~~

~~We paid quarterly Common Stock dividends totaling $3.00 per share during 2017, an increase of 7% from 2016.~~

~~COMPENSATION HIGHLIGHTS~~

The Compensation Committee has instituted a number of changes to our executive compensation program over the last several years to align with evolving competitive and governance practices and to strengthen the link to performance and rigor of our program. Highlights of our program include:

~~We establish both target and maximum award levels under our annual incentive program.~~

~~We use three equally weighted performance metrics to determine annual incentive awards: EPS achieved versus guidance; annual growth in EPS; and ROE relative to peer life insurance companies.~~

~~90% or more of our named executive officers’ (“NEOs”) total direct compensation is performance based.~~

~~Our NEOs are required to defer 30% of their annual incentive awards into our Book Value Performance Program.~~

~~The performance metrics under our annual incentive and long-term incentive programs balance our absolute performance and our relative performance versus peer life insurance companies.~~

~~We maintain a clawback policy for our executive officers covering all incentive-based awards and addressing~~

~~material financial restatements and misconduct (including failure to report), which includes a robust disclosure policy if such events occur.~~

•

~~The Compensation Committee closely monitors the risks associated with our compensation program and individual executive compensation decisions to ensure they do not encourage excessive risk-taking.~~

•

~~The stock ownership guideline for our CEO is 700% of base salary.~~

•

In addition to stock ownership guidelines, we have stock retention requirements covering shares acquired upon the exercise of stock options or the payment or vesting of any performance shares and restricted stock units.

•

~~Each year we engage with our shareholders and share their feedback with the Compensation Committee and the Board.~~

~~For additional information, see the Compensation Discussion and Analysis (“CD&A”) in this Proxy Statement.~~

~~The compensation of our NEOs reflects both our 2017 performance and the rigor of our executive compensation program.~~

Named Executive Officer


2017 Base Salary
($)

2017 Annual Incentive
Award (as adjusted for
mandatory deferrals)⁽¹⁾
($)

2017 Long-Term
Incentive Award Value⁽²⁾
($)

2017 Total
Direct Compensation
($)

John R. Strangfeld



        $

1,400,000

                $

4,662,000

                $

11,998,000

            $

18,060,000

Robert M. Falzon



        $

770,000

                $

2,331,000

                $

4,999,000

            $

8,100,000

Mark B. Grier



        $

1,190,000

                $

3,962,000

                $

9,698,000

            $

14,850,000

Charles F. Lowrey



        $

770,000

                $

3,108,000

                $

6,082,000

            $

9,960,000

Stephen Pelletier



        $

770,000

                $

3,290,000

                $

6,160,000

            $

10,220,000

The following amounts are not included in the 2017 Annual Incentive Award column because they have been mandatorily deferred into our Book Value Performance Program: $1,998,000 for Mr. Strangfeld, $999,000 for Mr. Falzon, $1,698,000 for Mr. Grier, $1,332,000 for Mr. Lowrey, and $1,410,000 for Mr. Pelletier.

2	~~Represents long-term incentive awards granted in 2018 for 2017 performance. Amounts include portions of the 2017 Annual Incentive Awards mandatorily deferred into our Book Value Performance Program.~~

~~Response to advisory vote and shareholder feedback~~

~~Approximately 93% of the votes cast at the 2017 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 received in our ongoing conversations with our shareholders, and, in part, in response to changing market practices, we have made several modifications to the compensation program for our NEOs over the last two years, as discussed above and in more detail in the CD&A.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		7

~~Summary Information~~

Corporate Governance ~~Highlights~~

In ~~2017,~~2020, 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, our Board structure, our governance and environmental practices and policies, and our compensation framework and programs. ~~Our 2017 corporate governance highlights include:~~

The Corporate Governance and Business Ethics Committee from time to time reviews outside commitments of all directors to ensure each director has the capacity to fully meet his or her Board responsibilities.

•

~~Executive Compensation Program.Received 93% shareholder support in 2017.~~

•

~~Shareholder Engagement.~~~~In 2017, management and Board members met with shareholders who own a majority of our shares.~~

•

~~Board Refreshment.~~~~Elected four new directors since 2015, including three in 2016, enhancing the Board’s breadth and depth of experience and diversity. Our average Board tenure is seven years.~~

•

~~Board Recognition.We received the Governing Board Diversity Champion Award from the California Department of Insurance for our leadership and innovative approach to diversifying our Board.~~

All nominees are independent except for Robert M. Falzon and Charles F. Lowrey.

Board of Directors Nominees and Committees

Committee Membership

Name

Age

Independent

Director Since

Executive

Compensation

Investment

Finance

Risk

Corporate
Governance &
Business Ethics

Audit

Other
Public
Boards

Thomas J. Baltimore

Yes

10/2008

●

Gilbert F. Casellas

Yes

01/2001

●

Robert M. Falzon

08/2019

Martina Hund-Mejean

Yes

10/2010

●

Wendy E. Jones

Yes

01/2021

●

Karl J. Krapek

Yes

01/2004

●

Peter R. Lighte

Yes

03/2016

●

Charles F. Lowrey

12/2018

●

George Paz

Yes

03/2016

●

Sandra Pianalto

Yes

07/2015

●

Christine A. Poon

Lead Independent Director (since 2020)

Yes

09/2006

●

Douglas A. Scovanner

Yes

11/2013

●

Michael A. Todman

Yes

03/2016

●

● Member C Chair

Ms. Poon is a director of Decibel Therapeutics, Inc. which went public in February 2021. On February 23, 2021, Koninklijke Philips N.V. publicly announced that Ms. Poon will retire as a member of its Supervisory Board in May 2021 following the completion of her current term.

~~Name/Age~~8

~~Independent~~

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

~~Director Since~~

~~Committee Membership~~

~~Other Public Boards~~

~~Thomas J. Baltimore, 54~~

~~Yes~~

~~Oct. 2008~~

~~• Executive (Chair)~~

~~• Compensation~~

~~• Lead Independent Director (since 2017)~~

~~• Investment (Chair)~~

~~• Risk (Chair)~~

~~Gilbert F. Casellas, 65~~

~~Yes~~

~~Jan. 2001~~

~~• Corporate Governance &~~

~~Business Ethics (Chair)~~

~~• Executive~~

~~• Risk~~

~~Mark B. Grier, 65~~

~~Jan. 2008~~

~~• Risk~~

LOGO

~~Martina Hund-Mejean, 57~~

~~Yes~~

~~Oct. 2010~~

~~• Audit~~

~~Karl J. Krapek, 69~~

~~Yes~~

~~Jan. 2004~~

~~• Compensation (Chair)~~

~~• Executive~~

~~• Risk~~

~~Peter R. Lighte, 69~~

~~Yes~~

~~Mar. 2016~~

~~• Corporate Governance & Business Ethics~~

~~• Investment~~

~~George Paz, 62~~

~~Yes~~

~~Mar. 2016~~

~~• Audit~~

~~Sandra Pianalto, 63~~

~~Yes~~

~~Jul. 2015~~

~~• Corporate Governance & Business Ethics~~

~~• Finance~~

~~Christine A. Poon, 65~~

~~Yes~~

~~Sep. 2006~~

~~• Executive~~

~~• Finance (Chair)~~

~~• Investment~~

~~• Risk~~

~~Douglas A. Scovanner, 62~~

~~Yes~~

~~Nov. 2013~~

~~• Audit (Chair)~~

~~• Executive~~

~~• Risk~~

~~John R. Strangfeld, 64~~

~~Jan. 2008~~

~~• Executive~~

~~Michael A. Todman, 60~~

~~Yes~~

~~Mar. 2016~~

~~• Compensation~~

~~• Finance~~

~~Annual Meeting Proposals~~Contents

~~Proposal~~

~~Recommendation of Board~~

~~Election of Directors~~

~~FOR each of the nominees~~

~~Ratification of Auditors~~

~~FOR~~

~~Advisory vote to approve named executive officer compensation~~

~~FOR~~

~~Shareholder proposal regarding an independent Board Chairman~~

~~AGAINST~~

Election of Directors

~~| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Contents~~

~~ELECTION OF DIRECTORS~~


~~Page~~
10	Item 1 – Election of Directors
11	~~Director Nominees~~	10
16
Summary of Director Qualifications and Experience
17		11

Director Nominees		12

Corporate Governance
18		16

Comprehensive Steps To Achieve Board ~~Effectiveness—Annual Board Evaluation~~Effectiveness
21		17

~~Letter~~A Message to Our Shareholders from ~~the~~Prudential’s Lead Independent Director
22		20

Board Risk Oversight
23		22

Communication with Directors
24		25

Committees of the Board of Directors
25		26

Certain Relationships and Related Party Transactions
34		27

Compensation of Directors		46

~~APPOINTMENT OF THE INDEPENDENT~~

~~AUDITORS FOR 2018—RATIFICATION~~


~~Page~~

27

Appointment of the Independent Auditors for 2021—Ratification

Item 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm
28			29

Audit CommitteePre-Approval Policies and Procedures
29			30

Report of the Audit Committee

	31

Voting Securities and Principal Holders	3344
~~Compliance With Section 16(a) of the Exchange Act~~		33
General Information About the Meeting	8380

Voting Instructions and Information	8380

Board Recommendations	8481

Attending the Annual Meeting	8482

Submission of Shareholder Proposals and Director Nominations	8582



Advisory Vote to Approve Named Executive Officer Compensation and CD&A

Item 3 – Advisory Vote to Approve Named Executive Officer Compensation			32

Compensation Discussion and Analysis			48

2020 Named Executive Officers (NEOs)			48

Compensation Highlights			48

What We Do – What We Don’t Do			50

How We Make Compensation Decisions			53

Supplemental CEO Pay Analysis			64

CEO Pay Ratio			66

Executive Compensation			67

2020 Summary Compensation Table			67

Grants of Plan-Based Awards			69

Pension Benefits			71

Nonqualified Deferred Compensation			75



Approval of the Prudential Financial Inc. 2021 Omnibus Incentive Plan

Item 4 – Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan			33



Shareholder Proposal Regarding an Independent Board Chairman

Item 5 – Shareholder Proposal Regarding an Independent Board Chairman			42

Proxy Statement

The Board of Directors (the “Board”) of Prudential Financial, Inc. (“Prudential Financial” or the “Company”) is providing this Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May ~~8, 2018,~~11, 2021, at 2:00 p.m., at Prudential Financial’s ~~Corporate Headquarters,~~office located at 751 Broad Street, Newark, NJ 07102, and at any adjournment or postponement thereof. Proxy materials or a Notice of Internet Availability were first sent to shareholders on or about March ~~22, 2018.~~

~~ADVISORY VOTE TO APPROVE NAMED~~

~~EXECUTIVE OFFICER COMPENSATION~~

~~AND CD&A~~25, 2021.


~~Page~~

30		~~Item 3 – Advisory Vote to Approve Named Executive Officer Compensation~~
36		~~Compensation Discussion and Analysis (“CD&A”) Executive Summary~~
41		~~Philosophy and Objectives of Our Executive Compensation Program~~
43		~~How We Make Compensation Decisions~~
43		~~Role of the Compensation Consultant~~
45		~~Components of Our Executive Compensation Program~~
59		~~Supplemental Compensation Analysis~~
64		~~Compensation Recovery (“Clawback”) Policy~~
68		~~2017 CEO Pay Ratio~~
70		~~2017 Summary Compensation Table~~
73		~~Grants of Plan-Based Awards~~
75		~~Pension Benefits~~
78		~~Nonqualified Deferred Compensation~~

~~SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN~~


~~Page~~

31		~~Item 4 – Shareholder Proposal Regarding an Independent Board Chairman~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		9

LOGO

Item 1

Election of Directors

~~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. Each agreed to be named in this Proxy Statement and to serve if elected. ~~All of the nominees are expected to attend the 2018 Annual Meeting. All 12 directors attended the 2017 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 Highlights

~~BOARD DIVERSITY~~Board Diversity

~~While the Company does not have a formal policy~~
Our Corporate Governance Principles and Practices place great emphasis on diversity, and, pursuant to our Principles and Practices, the Committee actively considers diversity in recruitment and nominations of directors and assesses its effectiveness in this regard when reviewing the composition of the Board. The current composition of our Board reflects those efforts and the importance of diversity to the Board.
LOGO

Board diversity, our Corporate Governance Principles and Practices place great emphasis on diversity, and the Committee actively considers diversity in recruitment and nominations of directors. The current composition of our Board reflects those efforts and the importance of diversity to the Board:tenure for 2021 nominees

~~Two-thirds~~ ~~of our Board is diverse~~

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.

~~80% of ournon-employee~~ ~~directors are diverse~~


10		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

~~director nominees haveworked outside~~Item 1 Election of Directors

~~the United States~~

~~director nominees are~~~~African-American~~

~~director nominee isAsian-American~~

~~director nominees areHispanic~~

~~director nominees areWomen~~

~~director nominee isLGBT~~

~~Total number of director nominees~~



10		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Item 1—Election of Directors:Director Nominees~~

LOGO

Our Board believes that a balance of director diversity and tenure is a strategic asset to our investors. The range of our Board’s tenure encompasses directors who have historic institutional knowledge of Prudential and the competitive environment, complemented by newer directors with varied backgrounds and skills. This robustness of our refreshment strategy combines experience and continuity with new perspectives.

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 respectfully 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, time commitments/other board responsibilities and contributions to the Board and their respective committees. As part of this review, the Committee considered the responsibilities of Ms. Poon as our Lead Independent Director and as a Director on other public company boards, and Mr. Baltimore as a Director on other public company boards, and determined that they have demonstrated an ability to fulfill their responsibilities to our Board.

Summary of Director

Qualifications and Experience

Academia/Education Brings perspective regarding organizational management and academic research relevant to our business and strategy

●

Business Ethics Ethics play a critical role in the success of our businesses

●

Business Head/Administration Directors with administration experience typically possess strong leadership qualities and the ability to identify and develop those qualities in others

●

Business Operations A practical understanding of developing, implementing and assessing our operating plan and business strategy

●

Corporate Governance Supports our goals of strong Board and management accountability, transparency and protection of shareholder interests

●

Corporate Responsibility: Promotes a concentration in corporate philanthropic or charitable goals by engaging in ethically and societally focused business practices.

●

Environmental/Sustainability/Climate Change: Strengthens the Board’s oversight and assures that strategic business imperatives and long term value creation are achieved within a sustainable, environmentally focused model.

●

Finance/Capital Allocation For evaluating our financial statements and capital structure

●

Financial Expertise/Literacy Assists our directors in understanding and overseeing our financial reporting and internal controls

●

Financial Services Industry For understanding and reviewing our business and strategy

●

Government/Public Policy The Company operates in a heavily regulated industry that is directly affected by governmental actions

●

Human Capital Management/Talent/Inclusion and Diversity For oversight of the implementation of a successful framework for workforce acquisition, workforce management and workforce optimization that results in the attraction, development and retention of top candidates with diverse skills and backgrounds.

●

Insurance Industry For understanding and reviewing our business and strategy

●

International For understanding and reviewing our business and strategy

●

Investments For evaluating our financial statements and investment strategy

●

Marketing/Sales Relevant to the Company as it seeks to identify and develop new markets for its financial products and services

●

Real Estate For understanding and reviewing our business and strategy

●

Risk Management Critical to the Board’s role in overseeing the risks facing the Company

●

Technology/Systems Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cyber security risk

●

~~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.~~


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		11

Item 1 Election of Directors

LOGO

Director Nominees


FOR		The Board of Directors recommends that shareholders vote “FOR” each of the nominees.

~~The Board of Directors recommends that shareholders vote“FOR”~~ ~~each of the nominees.~~


Thomas J. Baltimore Age: 57 Director Since: October 2008		Prudential Committees: ● Executive ● Compensation ● Investment (Chair) ● Risk	Public Directorships: ● Park Hotels & Resorts, Inc. ● The American Express Company

~~Thomas J. Baltimore~~ ~~Age:~~54 ~~Director Since:~~~~October 2008~~ ~~Lead Independent Director since May 2017~~		~~Prudential Committees:~~ • ~~Executive (Chair)~~ • ~~Compensation~~ • ~~Investment (Chair)~~ • ~~Risk (Chair)~~ Former Directorships Held During the Past Five Years: •● AutoNation, Inc. (January 2021) ● Duke Realty Corporation (April 2017) •● RLJ Lodging Trust (May 2016)
	Mr. Baltimore has been 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 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 as Co-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 1998 and 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:~~ Gilbert F. Casellas •Age: ~~Park Hotels & Resorts, Inc.~~68 Director Since: January 2001 (Director of Prudential Insurance since April 1998)		Prudential Committees: ● Audit ● Corporate Governance and Business Ethics (Chair) ● Executive ● Risk
Mr. Casellas served as Chairman of OMNITRU (a consulting and investment firm) from 2011 to 2017. He was VP, Corporate Responsibility, of Dell Inc. (a global computer manufacturer) from 2007 to 2010. He served as Member of Mintz Levin Cohn Ferris Glovsky & Popeo, PC from June 2005 to October 2007. He served as President of Casellas & Associates, LLC (a consulting firm) from 2001 to 2005. During 2001, he served as President and CEO of Q-linx, Inc. and served as President and COO of The Swarthmore Group, Inc. from January 1999 to December 2000. Mr. Casellas served as Chairman, U.S. EEOC from 1994 to 1998 and General Counsel, U.S. Department of the Air Force, from 1993 to 1994.
Robert M. Falzon Age: 61 Director Since: August 2019
Mr. Falzon has been Vice Chairman of Prudential Financial since December 2018 and oversees the finance, risk, investments, actuarial, communications, information & technology, and corporate social responsibility functions. Previously, he served as EVP and CFO of Prudential Financial from 2013 to 2018, and has been a member of the Company’s Executive Leadership Team since 2013. Mr. Falzon also served as SVP and Treasurer of Prudential Financial from 2010 to 2013. Mr. Falzon has been with Prudential since 1983, serving in various positions including Managing Director at PGIM Real Estate (“PGIM RE”), head of PGIM RE’s Global Merchant Banking Group and CEO of its European business. He was also Senior Portfolio Manager, a member of PGIM RE’s Global Investment and Management Committees, Chairman of the Global Real Estate Securities Investment Committee and the Currency Hedging Committee, and a member of the Investment Committee for Prudential Investment Management.


12		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Item 1 Election of Directors

LOGO


Martina Hund-Mejean Age: 60 Director Since: October 2010	Prudential Committees: ● Audit (Chair) ● Executive ● Risk	Public Directorships: ● Colgate-Palmolive Company ● Royal Dutch Shell plc
Ms. Hund-Mejean served as CFO and as a member of the Management Committee at MasterCard Worldwide (a technology company in the global payments industry) from 2007 to 2019. Ms. Hund-Mejean served as SVP and Corporate Treasurer at Tyco International Ltd. from 2003 to 2007; SVP and Treasurer at Lucent Technologies from 2000 to 2002; and held management positions at General Motors Company from 1988 to 2000. Ms. Hund-Mejean began her career as a credit analyst at Dow Chemical in Frankfurt, Germany.
Wendy E. Jones Age: 55 Director Since: January 2021	Prudential Committees: ● Audit
Ms. Jones served as SVP, Global Operations at eBay, Inc. (a multi-national e-commerce corporation) from October 2016 to December 2020, and was responsible for eBay’s customer service, risk, trust, payment operations and workplace resources functions around the world. During that time, Ms. Jones also served as Chair of eBay’s Operating Committee, which managed the firm’s intersection of product and business teams and oversaw the development and execution of the company’s annual business roadmap. Prior to that time, she served in various other leadership positions and focused much of her career on eBay’s global presence, including launching eBay in markets such as Brazil, Russia and Mexico and spearheading eBay’s cross-border trade efforts. Prior to joining eBay, Ms. Jones worked at State Street Bank, Land Rover NA, and for iSKY, Inc., in various leadership roles.
Karl J. Krapek Age: 72 Director Since: January 2004	Prudential Committees: ● Compensation	Public Directorships: ● American Virtual Cloud Technologies, Inc. ● Northrop Grumman Corporation
Mr. Krapek served as President and COO of United Technologies Corporation (UTC) from 1999 until his retirement in January 2002. Prior to that time, Mr. Krapek held other management positions at UTC, which he joined in 1982. Mr. Krapek is also the co-founder of The Keystone Companies, which was founded in 2002, and develops residential and commercial real estate.
Peter R. Lighte Age: 72 Director Since: March 2016	Prudential Committees: ● Corporate Governance and Business Ethics ● Investment
			Mr. Lighte served as Vice Chairman, J.P. Morgan Corporate Bank, China (a global financial services company), from 2010 to 2014, and the founding Chairman of J.P. Morgan Chase Bank China, from 2007 to 2010. Prior to that, he headed the International Client Coverage for Treasury and Securities Services in J.P. Morgan’s European Global Operating Services Division and was instrumental in re-establishing its corporate bank in London. Mr. Lighte previously served as President of Chase Trust Bank in Tokyo from 2000 to 2002. He was also the founding representative in Beijing of Manufacturers Hanover Trust Company. Mr. Lighte has also taught at several academic institutions, including Middlebury College and the University of Santa Clara.

~~Mr. Baltimore~~has been the Chairman, President and Chief Executive Officer (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 as~~Co-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.

~~Skills & Qualifications~~

~~Business Head/Administration~~

~~Business Operations~~

~~Corporate Governance~~

~~Investments~~

~~Real Estate~~

~~Talent Management~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		1113

Item 1 Election of Directors

LOGO


Charles F. Lowrey Age: 63 Director Since: December 2018	Prudential Committees: ● Executive
Mr. Lowrey has been Chairman and CEO of Prudential Financial, Inc. since December 2018. Prior to assuming his current roles, Mr. Lowrey served as EVP and Chief Operating Officer of Prudential’s International businesses from 2014 to 2018. Previously, he was EVP and Chief Operating Officer of Prudential’s U.S. Businesses from 2011 to 2014. Mr. Lowrey also served as President and CEO of PGIM, Prudential’s global investment management business, and as CEO of its real estate investment business, PGIM Real Estate. Before joining Prudential in 2001, he was a managing director and head of the Americas for J.P. Morgan’s Real Estate and Lodging Investment Banking group, where he began his investment banking career in 1988. Earlier, he spent four years as a managing partner of an architecture firm he founded in New York City. During this time, he became a registered New York architect.
George Paz Age: 65 Director Since: March 2016	Prudential Committees: ● Audit ● Finance Former Directorships Held during the Past Five Years: ● Express Scripts Holding Company (December 2018)	~~Item 1—Election~~Public Directorships: ● Honeywell International, Inc.

Mr. Paz was Non-Executive Chairman of ~~Directors:~~Express Scripts Holding Company (Express Scripts), a prescription benefit management company, from May 2016 to December 2018 and served as Chairman and CEO of Express Scripts from May 2006 to May 2016 after being appointed CEO in April 2005. Mr. Paz also served as President of Express Scripts from October 2003 to February 2014 and as a director from January 2004 to December 2018. He joined Express Scripts in 1998 as SVP and CFO. Prior to joining Express Scripts, Mr. Paz was a partner at Coopers and Lybrand from 1988 to 1993 and 1996 to 1998 and served as EVP and CFO for Life Partners Group from 1993 to 1995.
Sandra Pianalto Age: 66 Director ~~Nominees~~Since: July 2015	Prudential Committees: ● Corporate Governance and Business Ethics ● Finance	Public Directorships: ● Eaton Corporation plc ● FirstEnergy Corp. ● The J.M. Smucker Company

Ms. Pianalto served as President and CEO of the Federal Reserve Bank of Cleveland (the Cleveland Fed) from February 2003 until her retirement in May 2014. She was the First VP and COO of the Cleveland Fed from 1993 to 2003 and served as its VP and Secretary to the Board of Directors from 1988 to 1993. Ms. Pianalto also served in various supervisory roles at the Cleveland Fed from 1983 to 1988. Prior to joining the Cleveland Fed, Ms. Pianalto was an economist at the Board of Governors of the Federal Reserve System and served on the staff of the Budget Committee of the U.S. House of Representatives.


14		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Item 1 Election of Directors

LOGO


Christine A. Poon Age: 68 Director Since: September 2006 Lead Independent Director Since: May 2020	Prudential Committees: ● Executive (Chair) ● Finance (Chair) ● Investment ● Risk	Public Directorships: ● Decibel Therapeutics, Inc.* ● Koninklijke Philips NV** ● Regeneron Pharmaceuticals ● The Sherwin-Williams Company
Ms. Poon has served as Executive in Residence at the Max M. Fisher College of Business at The Ohio State University since September 2015 and served as Professor of Management and Human Resources at The Max M. Fisher College of Business from October 2014 to September 2015. Ms. Poon previously served as Dean and John W. Berry, Sr. Chair in Business at The Max M. Fisher College of Business at The Ohio State University from April 2009 until October 2014. She served as Vice Chairman and Member of the Board of Directors of Johnson & Johnson from 2005 until her retirement in March 2009. Ms. Poon joined Johnson & Johnson in 2000 as Company Group Chair in the Pharmaceuticals Group. She became a member of Johnson & Johnson’s Executive Committee and Worldwide Chair, Pharmaceuticals Group, in 2001, and served as Worldwide Chair, Medicines and Nutritionals, from 2003 to 2005. Prior to joining Johnson & Johnson, she served in various management positions at Bristol-Myers Squibb for 15 years.
* Ms. Poon is a director of Decibel Therapeutics, Inc. which went public in February 2021. ** On February 23, 2021, Koninklijke Philips N.V. publicly announced that Ms. Poon will retire as a member of its Supervisory Board in May 2021 following the completion of her current term.



~~Gilbert F. Casellas~~Douglas A. Scovanner Age:65 Director Since:~~January 2001~~November 2013	�� Prudential Committees: ~~(Director of Prudential Insurance since~~ ● Audit ~~April 1998)~~ ● Executive ● Risk (Chair)	~~Prudential Committees:~~ • ~~Corporate Governance and Business Ethics (Chair)~~ • ~~Executive~~ • ~~Risk~~

~~Mr.~~ ~~Casellas~~ has been Chairman of OMNITRU (a consulting and investment firm) since 2011. He was the VP, Corporate Responsibility of Dell Inc. (a global computer manufacturer) from 2007 to 2010. He served as a Member of Mintz Levin Cohn Ferris Glovsky & Popeo, PC from June 2005 to October 2007. He served as President of Casellas & Associates, LLC (a consulting firm) from 2001 to 2005. During 2001, he served as President and CEO of~~Q-linx,~~ Inc. He served as the President and COO of The Swarthmore Group, Inc. from January 1999 to December 2000. Mr. Casellas served as Chairman, U.S. EEOC from 1994 to 1998, and General Counsel, U.S. Department of the Air Force, from 1993

Mr. Scovanner has been Founder and Managing Member of Comprehensive Financial Strategies, LLC, a management consulting firm, since October 2013. Previously, he served as CFO (1994 to 2012) and EVP (2000 to 2012) of Target Corporation (a North American retailer). Prior to joining Target Corporation, Mr. Scovanner held various management positions at The Fleming Companies, Inc., Coca-Cola Enterprises, Inc., The Coca-Cola Company and the Ford Motor Company from 1979 to 1994.

~~Skills & Qualifications~~

• ~~Business Ethics~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

• ~~Corporate Governance~~

• ~~Environmental/Sustainability/Corporate Responsibility~~

• ~~Government/Public Policy~~

• ~~Investments~~

• ~~Risk Management~~

• ~~Talent Management~~



	~~Mark B. Grier~~Michael A. Todman Age:6563 Director Since:~~January 2008~~ March 2016	Prudential Committees: •● Compensation (Chair) ● Executive ● Finance ● Risk	Public Directorships: ● Brown-Forman Corporation ● Carrier Global Corporation ● Mondelēz International, Inc.
				Former Directorships Held during the Past Five Years: ● Newell Brands (May 2020)

Mr. Todman served as Vice Chairman of the Whirlpool Corporation (Whirlpool), a global manufacturer of home appliances, from November 2014 to December 2015. Mr. Todman previously served as President of Whirlpool International from 2006 to 2007 and 2010 to 2014, as well as President, Whirlpool North America, from 2007 to 2010. Mr. Todman held several senior positions with Whirlpool over his career, including EVP and President of Whirlpool Europe from 2001 to 2005 and EVP, Whirlpool North America, in 2001.

~~Mr.~~ ~~Grier~~ has served as Vice Chairman since 2007 and a member of the Office of the Chairman of Prudential Financial since August 2002. From April 2007 through January 2008, he served as Vice Chairman overseeing the International Insurance and Investments divisions and Global Marketing and Communications. Mr. Grier was Chief Financial Officer (CFO) of Prudential Insurance from 1995 to 1997 and has served in various executive roles. Prior to joining Prudential, Mr. Grier was an executive with Chase Manhattan Corporation.

~~Skills & Qualifications~~

• ~~Business Ethics~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

• ~~Corporate Governance~~

• ~~Environmental/Sustainability/Corporate Responsibility~~

• ~~Finance/Capital Allocation~~

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

•15 ~~Financial Services Industry~~

• ~~Government/Public Policy~~

• ~~Insurance Industry~~

• ~~International~~

• ~~Risk Management~~

• ~~Talent Management~~

• ~~Technology/Systems~~



		~~Martina Hund-Mejean~~ ~~Age:~~57 ~~Director Since:~~~~October 2010~~		~~Prudential Committees:~~ • ~~Audit~~

~~Ms.~~ ~~Hund-Mejean~~ has served as the CFO and a member of the Executive Committee at Mastercard Worldwide (a global transaction processing and consulting services company) since 2007. Ms. Hund-Mejean served as Senior Vice President (SVP) and Corporate Treasurer at Tyco International Ltd. from 2003 to 2007; SVP and Treasurer at Lucent Technologies from 2000 to 2002; and held management positions at General Motors Company from 1988 to 2000. Ms. Hund-Mejean began her career as a credit analyst at Dow Chemical in Frankfurt, Germany.

~~Skills & Qualifications~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

• ~~Corporate Governance~~

• ~~Finance/Capital Allocation~~

• ~~Financial Services Industry~~

• ~~International~~

• ~~Investments~~

• ~~Risk Management~~

• ~~Talent Management~~



12		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Item 1—Election of Directors:Director Nominees~~

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~~Karl J. Krapek~~ ~~Age:~~69 ~~Director Since:~~~~January 2004~~	~~Prudential Committees:~~ • ~~Compensation (Chair)~~ • ~~Executive~~ • ~~Risk~~	~~Public Directorships:~~ • ~~Northrop Grumman~~ ~~Corporation~~ • ~~Pensare Acquisitions Corp.~~

~~Mr. Krapek~~served as the President and COO of United Technologies Corporation (UTC) from 1999 until his retirement in January 2002. Prior to that time, Mr. Krapek held other management positions at UTC, which he joined in 1982. Mr. Krapek is also the~~co-founder~~ ~~of The Keystone Companies, which was founded in 2002 and develops residential and commercial real estate.~~

~~Skills & Qualifications~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

•Corporate Governance

• ~~Environmental/Sustainability/Corporate Responsibility~~

• ~~Finance/Capital Allocation~~

• ~~International~~

• ~~Real Estate~~

• ~~Risk Management~~

• ~~Talent Management~~

• ~~Technology/Systems~~



		~~Peter R. Lighte~~ ~~Age:~~69 ~~Director Since:~~~~March 2016~~		~~Prudential Committees:~~ • ~~Corporate Governance and Business Ethics~~ • ~~Investment~~

~~Mr. Lighte~~served as the Vice Chairman, J.P. Morgan Corporate Bank, China, from 2010 to 2014, and the founding Chairman of J.P. Morgan Chase Bank China, from 2007 to 2010. Prior to that, he headed the Company’s International Client Coverage for Treasury and Securities Services in J.P. Morgan’s European Global Operating Services Division and was instrumental in~~re-establishing~~ its corporate bank in London. Mr. Lighte previously served as the President of Chase Trust Bank in Tokyo from 2000 to 2002. He was also the founding representative in Beijing of Manufacturers Hanover Trust Company. Mr. Lighte has also taught at several academic institutions, including Middlebury College and the University of Santa Clara.

~~Skills & Qualifications~~

• ~~Academia/Education~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

• ~~Corporate Governance~~

• ~~Finance/Capital Allocation~~

• ~~Financial Services Industry~~

• ~~Government/Public Policy~~

• ~~Insurance Industry~~

• ~~International~~

• ~~Investments~~

• ~~Risk Management~~

• ~~Talent Management~~



~~George Paz~~ ~~Age:~~62 ~~Director Since:~~~~March 2016~~	~~Prudential Committees:~~ • ~~Audit~~	~~Public Directorships:~~ • ~~Express Scripts Holding Company~~ • ~~Honeywell International, Inc.~~

~~Mr. Paz~~~~is theNon-Executive~~ Chairman of Express Scripts Holding Company (Express Scripts), a prescription benefit management company, and served as the CEO of Express Scripts from April 2005 to May 2016. Mr. Paz also served as the President of Express Scripts from October 2003 to February 2014 and has been a director since January 2004. He joined Express Scripts in 1998 as SVP and CFO. Prior to joining Express Scripts, Mr. Paz was a partner at Coopers and Lybrand from 1988 to 1993 and 1996 to 1998 and served as Executive Vice President and CFO for Life Partners Group from 1993 to 1995.

~~Skills & Qualifications~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

• ~~Corporate Governance~~

• ~~Finance/Capital Allocation~~

• ~~Financial Services Industry~~

• ~~Government/Public Policy~~

• ~~Insurance Industry~~

• ~~Risk Management~~

• ~~Talent Management~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		13

~~Item 1—Election of Directors:Director Nominees~~



~~Sandra Pianalto~~ ~~Age:~~63 ~~Director Since:~~~~July 2015~~	~~Prudential Committees:~~ • ~~Corporate Governance and Business Ethics~~ • ~~Finance~~	~~Public Directorships:~~ • ~~Eaton Corporation plc~~ • ~~FirstEnergy Corp.~~ • ~~The J.M. Smucker Company~~

~~Ms. Pianalto~~served as the President and CEO of the Federal Reserve Bank of Cleveland (the Cleveland Fed) from February 2003 until her retirement in May 2014. She was the First Vice President and COO of the Cleveland Fed from 1993 to 2003 and served as its VP and Secretary to the Board of Directors from 1988 to 1993. Ms. Pianalto also served in various supervisory roles at the Cleveland Fed from 1983 to 1988. Prior to joining the Cleveland Fed, Ms. Pianalto was an economist at the Board of Governors of the Federal Reserve System and served on the staff of the Budget Committee of the U.S. House of Representatives.

~~Skills & Qualifications~~

• ~~Academia/Education~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

• ~~Corporate Governance~~

• ~~Finance/Capital Allocation~~

• ~~Financial Services Industry~~

• ~~Government/Public Policy~~

• ~~Risk Management~~

• ~~Talent Management~~



~~Christine A. Poon~~ ~~Age:~~65 ~~Director Since:~~~~September 2006~~	~~Prudential Committees:~~ • ~~Executive~~ • ~~Finance (Chair)~~ • ~~Investment~~ • ~~Risk~~	~~Public Directorships:~~ • ~~Koninklijke Philips NV~~ • ~~Regeneron Pharmaceuticals~~ • ~~The Sherwin-Williams Company~~

~~Ms. Poon~~served as Dean of Fisher College of Business at The Ohio State University from May 2009 until November 2014 and is now a member of the faculty. She served as Vice Chairman and a member of the Board of Directors of Johnson & Johnson from 2005 until her retirement in March 2009. Ms. Poon joined Johnson & Johnson in 2000 as Company Group Chair in the Pharmaceuticals Group. She became a Member of Johnson & Johnson’s Executive Committee and Worldwide Chair, Pharmaceuticals Group, in 2001, and served as Worldwide Chair, Medicines and Nutritionals from 2003 to 2005. Priorto joining Johnson & Johnson, she served in various management positions at Bristol-Myers Squibb for 15 years.

~~Skills & Qualifications~~

~~Academia/Education~~

~~Business Head/Administration~~

~~Business Operations~~

~~Corporate Governance~~

~~International~~

~~Marketing/Sales~~

~~Talent Management~~



		~~Douglas A. Scovanner~~ ~~Age:~~62 ~~Director Since:~~~~November 2013~~		~~Prudential Committees:~~ • ~~Audit (Chair)~~ • ~~Executive~~ • ~~Risk~~

~~Mr. Scovanner~~has been the Founder and Managing Member of Comprehensive Financial Strategies, LLC, a management consulting firm, since October 2013. Previously, he served as the CFO (1994 to 2012) and Executive Vice President (2000 to 2012) of the Target Corporation (a North American retailer). Prior to joining the Target Corporation, Mr. Scovanner held various management positions at The Fleming Companies, Inc., Coca-Cola Enterprises, Inc., The Coca-Cola Company and the Ford Motor Company from 1979 to 1994.

~~Skills & Qualifications~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

• ~~Corporate Governance~~

• ~~Finance/Capital Allocation~~

• ~~Financial Services Industry~~

• ~~Investments~~

• ~~Real Estate~~

• ~~Risk Management~~

• ~~Talent Management~~



14		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Item 1—Election of Directors:Director Nominees~~



		~~John R. Strangfeld~~ ~~Age:~~64 ~~Director Since:~~~~January 2008~~ ~~(Elected Chairman May 2008)~~		~~Prudential Committees:~~ • ~~Executive~~

~~Mr. Strangfeld~~has served as CEO and President of Prudential Financial since January 2008 and Chairman of the Board since May 2008. Mr. Strangfeld is a member of the Office of the Chairman of Prudential Financial and served as Vice Chairman of Prudential Financial from 2002 through 2007, overseeing the U.S. Insurance and Investment divisions. Prior to his position as Vice Chairman, Mr. Strangfeld held a variety of senior investment positions at Prudential, both within the U.S. and abroad.

~~Skills & Qualifications~~

• ~~Business Ethics~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

• ~~Corporate Governance~~

• ~~Environmental/Sustainability/Corporate Responsibility~~

• ~~Finance/Capital Allocation~~

• ~~Financial Services Industry~~

• ~~Insurance Industry~~

• ~~International~~

• ~~Investments~~

• ~~Risk Management~~

• ~~Talent Management~~

• ~~Technology/Systems~~



~~Michael A. Todman~~ ~~Age:~~60 ~~Director Since:~~~~March 2016~~	~~Prudential Committees:~~ • ~~Compensation~~ • ~~Finance~~	~~Public Directorships:~~ • ~~Brown-Forman Corporation~~ • ~~Newell Rubbermaid, Inc.~~

~~Mr. Todman~~served as Vice Chairman of the Whirlpool Corporation (Whirlpool), a global manufacturer of home appliances, from November 2014 to December 2015. Mr. Todman previously served as President of Whirlpool International from 2006 to 2007 and 2010 to 2014, as well as President, Whirlpool North America from 2007 to 2010. Mr. Todman held several senior positions, including Executive Vice President and President of Whirlpool Europe from 2001 to 2005 and Executive Vice President, Whirlpool North America, in 2001. Prior to joining Whirlpool, Mr. Todman served in a variety of leadership positions at Wang Laboratories Inc. and Price Waterhouse and Co.

~~Skills & Qualifications~~

• ~~Business Head/Administration~~

• ~~Business Operations~~

• ~~Corporate Governance~~

• ~~Finance/Capital Allocation~~

• ~~Government/Public Policy~~

• ~~International~~

• ~~Marketing/Sales~~

• ~~Risk Management~~

• ~~Talent Management~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		15

~~Item 1—Election of Directors:Director Nominees~~



16		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~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 with 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 15 members, reflecting the Board’s current view of its optimal size. The Committee is assisted with its recruitment efforts by an independent ~~third party~~third-party search firm, which recommends candidates ~~that~~who satisfy the Board’s criteria. The search firm also provides research and pertinent information regarding candidates, as requested.

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~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~16		17NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Corporate Governance

~~Corporate Governance~~

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Shareholder Nominations and

Recommendations of Director Candidates

OurBy-laws permit a group of up to 20 shareholders who have owned at least 3% of our outstanding capital stock for at least three years to submit director nominees for up to 20% of ~~the~~our Board seats for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) meet the requirements in ourBy-laws.

Shareholders who wish to nominate directors for inclusion in our Proxy Statement or directly at an Annual Meeting in accordance with the procedures in ourBy-laws should follow the instructions under “Submission of Shareholder Proposals and Director Nominations” in this Proxy Statement.

Shareholders who wish to recommend candidates for consideration should send their recommendations to the attention of Margaret M. Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, at 751 Broad Street, Newark, NJ 07102. The Committee will consider director candidates recommended by shareholders in accordance with the criteria for director selection described under “Director Criteria, Qualifications, Experience and Tenure.”

Director Attendance

During ~~2017,~~2020, the Board of Directors held nine meetings. Together, the directors attended ~~99%~~100% of the ~~combined total~~ meetings of the full Board and the committees on which they served in ~~2017.~~2020. Directors are expected to attend the annual meeting of shareholders. All directors ~~attended each Board~~at that time were present for the 2020 annual meeting ~~and all directors, except one, attended each~~ of ~~their Committee meetings. That director missed one meeting due to an unavoidable conflict.~~shareholders.

Director Independence

The current Board consists of 1213 directors, two of whom are currently employed by the Company (Messrs. ~~Strangfeld~~Lowrey and ~~Grier)~~Falzon). The Board conducted an annual review and affirmatively determined that all of thenon-employee directors (Mses. Hund-Mejean, Jones, Pianalto and Poon, and Messrs. Baltimore, Casellas, Krapek, Lighte, Paz, Scovanner and Todman) are “independent” as that term is defined in the listing standards of the NYSE and in ~~Prudential Financial’s~~Prudential’s Corporate Governance Principles and Practices. ~~In addition, the Board previously determined that Mr. Cullen, who did not stand forre-election~~ ~~at our 2017 Annual Meeting, was an “independent” director.~~

Independent Director Meetings

The independent directors generally meet in an executive session at both the beginning and ~~the~~ end of each regularly scheduled Board meeting, with the Lead Independent Director serving as Chair.

Comprehensive Steps to Achieve Board Effectiveness

The Board is committed to a rigorous self-evaluation process. Through evaluation, directors review the Board’s performance, including areas where the Board feels it functions effectively, and importantly, areas where the Board believes it can improve.

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18 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~17

Corporate Governance

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Board Leadership

The Board regularly reviews its leadership structure and it thoroughly evaluated whether to continue to combine or to split the chair and CEO roles. 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 in 2020 determined that having the same individual as both Chairman of the Board and CEO is in the best interests of the Company and its shareholders. The Board will continue to monitor the appropriateness of this structure.

In 2020, our Lead Independent Director, chair of the Corporate Governance and Business Ethics Committee, Vice Chairman, Chief Human Resources Officer and our Chief Governance Officer engaged with shareholders who hold a majority of our shares on their views on our Board leadership structure, human capital management and environmental sustainability. The discussions and feedback from these meetings have been shared with the Board and will be considered during the Board’s annual review of the appropriateness of its leadership structure.

~~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’s~~day-to-day~~
Lead Independent Director 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. In addition, in the event of a successor to the position of CEO, the independent directors will also review the leadership structure.

In 2017, independent directors and our Chief Governance Officer engaged with shareholders who hold a majority of our shares on their thoughts on our Board leadership structure. Our Lead Independent Director and our chair of the Corporate Governance and Business Ethics Committee also met with certain of our shareholders in 2017. The discussions and feedback from these meetings have been given to the Board and will be considered during the annual review of the appropriateness of the Board leadership 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. Ms. Poon was elected as Lead Independent Director for her first term in May 2020.
��
Key Responsibilities
● Calls meetings of the independent directors.
● Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors.
● Facilitates communication between the independent directors and our Chairman.
● Provides independent Board leadership.
● Elected annually and may serve no more than three years.
● Approves the agenda for all Board meetings and all Board materials.
● Communicates with shareholders and other key constituents, as appropriate.
● Meets directly with the management and non-management employees of our firm.
● Engages with our other independent directors to identify matters for discussion at executive sessions of independent directors and advises our Chairman of any decisions reached, and suggestions made at the executive sessions.
● In collaboration with the Corporate Governance and Business Ethics Committee, addresses Board effectiveness, performance and composition.
● Authorized to retain outside advisors and consultants who report directly to the Board on Board-wide issues.


18		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Corporate Governance

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Shareholder Engagement at Prudential

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		19

Corporate Governance

LOGO

A Message to Our Shareholders from Prudential’s Lead

Independent Director, Christine A. Poon

Under Prudential’s Corporate Governance Principles, the independent directors of the Board annually elect a Lead Independent Director for a term of at least one year, ~~but~~who may serve for no more than three years. ~~Mr.~~I am honored that my fellow independent directors elected me to succeed Thomas Baltimore, ~~was elected as~~our previous Lead Independent Director, in May ~~2017. The responsibilities~~2020.

Our directors share my commitment to strong, independent leadership, Board effectiveness and ~~authority of~~oversight. In this context, I would like to share my reflections on my first year as your Lead Independent Director.

You assumed the Lead Independent Director ~~include:~~role in a year unlike any other.

How did the Board adapt to the unprecedented challenges of 2020?

Our Board was equipped to respond quickly and without interruption to the global health crisis due to our robust contingency plans and the entire Board’s dedication to providing oversight of Prudential’s strategy, risk management and business operations.

The diverse mix of our directors with broad qualifications and attributes provided a strong foundation for management and the Board to navigate through the ongoing crisis with agility and live up to our purpose to make lives better by solving the financial challenges of our changing world.

The Lead Independent Director serves annually for a term of no longer than three years. What are the qualities Prudential independent directors seek when electing a Lead Independent Director?

My fellow directors and I believe that the Lead Independent Director should:

●

possess a sophisticated knowledge and understanding of the Company’s business operations. This is gained by having adequate Board tenure to have experienced a number of business cycles;

●

exercise independent judgment to support the Board’s Chairman when appropriate and the fortitude to challenge his or her actions when deemed in the best interest of the Company and its shareholders;

●

exhibit strong interpersonal skills and the ability to build consensus; and

●

influence the Board’s culture and insist on a high standard of ethics, candor and transparency, which builds trust and confidence in the Lead Independent Director’s leadership.

What is Prudential’s Board’s role in overseeing the Company’s

inclusion and diversity strategy?

Our commitment to inclusion and diversity starts with the Board. Prudential’s Board and the Corporate Governance and Business Ethics Committee have oversight of talent, inclusion and diversity, and culture. Our Board leads by example – 82% of our independent directors are diverse. Since 2015, all five of our newly elected independent directors are diverse. Additionally, the full Prudential Board evaluates the Company’s commitment to inclusion and actively suggests policy enhancements.

Recognizing that diversity is imperative to the Company’s vitality, in 2018, we instituted a long-term incentive compensation modifier for the senior vice president level and above that is subject to a performance objective intended to improve the representation of diversity among senior management. I welcome you to read the results of this diversity modifier in this proxy statement’s Compensation Discussion and Analysis section.

In 2020, with the Board’s full support, Prudential announced Nine Commitments to Racial Equity, fortifying the Company’s history of pursuing meaningful and enduring progress to advance racial equity. The Commitments and our progress are outlined in this proxy statement and Prudential’s Environmental, Social and Governance Summary Report. www.prudentialesg.com/sustainability/


20		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Corporate Governance

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~~presiding~~

How do you determine if the Board’s culture is filtering through the organization?

I believe the most effective way to gauge corporate culture is to meet directly with a company’s team members. Our directors are encouraged to engage with Prudential employees–at all ~~meetings of~~levels–to gain insight regarding how employees throughout the ~~Board~~organization are aligned with the Company’s business model, values and our culture. Prudential directors speak at ~~which the Chairman is not present, including executive sessions of the independent directors;~~

~~authorization to call meetings of the independent directors;~~

~~serving as a liaison between the Chairman and the independent directors;~~

~~approving information sent to the Board,~~our Business Resource Groups events, including the ~~quality, quantity, appropriateness~~Black Leadership Forum, Juntos (LatinX employees), PRIDE (LGBTQ+ employees) and ~~timeliness~~Women Empowered. I personally have spoken at a Women Empowered event and at our annual Legal, Compliance and Business Ethics offsite.

How are the Board’s committees structured to maintain independence and provide for comprehensive oversight?

Our Board Committees are comprised solely of ~~such information;~~

independent directors. This structure further solidifies our commitment to perform our role with independent thought and action on behalf of our shareholders.

A full list of our Board Committees, the Committees’ mandates, and members are available in this proxy statement.

~~approving~~

Your Board will continue its focus on meeting ~~agendas~~the needs of our customers cultivating an inclusive workplace for ~~the Board;~~

~~approving meeting schedules~~our global employees, building a strong and sustainable future, and retaining our leading competitive position. The events of 2020 have only strengthened our culture to ~~assure there is sufficient time~~meet these objectives, and we have never been more confident in our ability to create long-term value for ~~discussion of all agenda items;~~

our shareholders.

Christine A. Poon

~~authorization to retain outside advisors and consultants who report directly to the Board on Board-wide issues; and~~

Lead Independent Director

~~ensuring that he/she be available, if requested by shareholders, when appropriate, for consultation and direct communication.~~

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Christine A. Poon

Prudential Lead

Independent Director

Ms. Poon was elected by Prudential’s independent directors to serve as Lead Independent Director effective May 12, 2020. She brings significant experience and knowledge to the Lead Independent Director role. Ms. Poon has served as a Prudential director since 2006. She currently chairs the Executive and Finance Committees and sits on the Investment and Risk Committees. Due to her Board experience and leadership, Ms. Poon understands the Company’s long-term strategic priorities. In addition, she possesses a deep understanding of Prudential and its industry’s legal, regulatory, and competitive frameworks.

Culture at Prudential

At Prudential, our five cultural aspirations—customer obsessed, outcomes driven, risk smart, tech forward and fully inclusive play a crucial role in our success. They are how we live our corporate purpose of making lives better by solving the financial challenges of our changing world. Throughout the tumultuous events of 2020—the pandemic, the incidents of racial violence leading to civil unrest, remote work and an uncertain future—the Company leaned into our fully inclusive aspiration. As part of our nine commitments to racial equity, we made additional commitments to support our associates through ongoing dialogue, training and continued our focus on driving inclusion deeper into our business, culture and talent processes.


~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		1921

Corporate Governance

~~Corporate Governance~~

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~~PRUDENTIAL FOLLOWS THE INVESTOR STEWARDSHIP GROUP’S (ISG) CORPORATE GOVERNANCE FRAMEWORK FOR U.S. LISTED COMPANIES~~


~~ISG Principle~~		~~Prudential Practice~~
~~Principle 1:~~ ~~Boards are accountable to shareholders.~~		~~• All directors stand for election annually~~ ~~• Proxy access with market terms~~ ~~• Board and Lead Independent Director letters and videos provide large and small investors insight into Board strategy and oversight objectives, and corporate governance practices~~
~~Principle 2:~~ ~~Shareholders should be entitled to voting rights in proportion to their economic interest.~~		~~• Majority voting in uncontested director elections, and directors not receiving majority support must tender their resignation for consideration by the Board~~
~~Principle 3:~~ ~~Boards should be responsive to shareholders and~~ ~~be proactive in order to understand their perspectives.~~		~~• Management and Board members met with investors owning a majority of shares outstanding in 2017~~ ~~• Engagement topics included environmental, sustainability and social strategy, Board composition and refreshment, succession planning, and executive compensation program~~
~~Principle 4:~~ ~~Boards should have a strong, independent leadership structure.~~		~~• Strong Lead Independent Director with clearly defined duties that are disclosed to shareholders~~ ~~• Board considers appropriateness of its leadership structure at least annually~~ ~~• Strong Independent Committee Chairs~~ ~~• Proxy discloses why Board believes current leadership structure is appropriate~~
~~Principle 5:~~ ~~Boards should adopt structures and practices that enhance their effectiveness.~~		~~• 83% of Board members are independent~~ ~~• Two-thirds of Board members are diverse~~ ~~• Annual Board evaluation by independent third party; results and next steps disclosed in proxy~~ ~~• Active Board refreshment plan; 42% refreshment in last five years~~ ~~• Directors attended 99% of combined total Board and applicable committee meetings in 2017, and all directors attended the 2017 Annual Meeting~~
~~Principle 6:~~ ~~Boards should develop management incentive structures that are aligned with the long-term strategy of the company.~~		~~• Executive Compensation program received over 93% support in 2017~~ ~~• Compensation Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies~~ ~~• Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives~~



20		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~A Message to our Shareholders from Prudential’sLead Independent Director~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		21

~~Corporate Governance~~

Board Risk Oversight

The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk, through both ~~as a~~the 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 that report back to the full Board. In general, the committees oversee the following risks:

~~Audit Committee:~~insurance risk and operational risks, including model risk, as well as risks related to financial controls, legal, regulatory and compliance risks, and the overall risk management governance structure and risk management function;

~~Compensation Committee:the design and operation of the Company’s compensation programs so that they do not encourage unnecessary or excessive risk-taking;~~

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~~Corporate Governance and Business Ethics Committee:~~the Company’s overall ethical culture, political contributions, lobbying expenses and overall political strategy, as well as the Company’s environmental (which includes climate risk), sustainability and corporate social responsibility to minimize reputational risk and focus on future sustainability;

~~Finance Committee:~~ ~~liquidity risk, risks involving our capital management, the incurrence and repayment of borrowings, the capital structure of the enterprise, funding of benefit plans and statutory insurance reserves;~~

~~Investment Committee:investment risk, market risk and the strength of the investment function; and~~

~~Risk Committee:~~ the governance of significant risks throughout the Company, the establishment and ongoing monitoring of our risk profile, risk capacity and risk appetite, and coordination of the risk oversight functions of the other Board committees.

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 ~~2017,~~2020, the ~~full Board~~Risk Committee received ~~a report~~an 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~~currently includes the chairs of each of the other Board committees ~~and our Vice Chairman,~~as well as another independent director who ~~supervises the Chief Risk Officer~~serves as Chair of the ~~Company.~~Committee. 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.


22		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Corporate Governance

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Cybersecurity Risk Oversight

In addition, the Board oversees the Company’s ~~cyber risk management~~Information Risk and Resilience program. In order to respond to the threat of security breaches and ~~cyber attacks,~~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.~~plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. Prudential has not had a material data security breach in three years. 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 Global Head of Operational ~~Risk. The~~Risk throughout the year. At least annually, the Board and the Audit Committee also receive updates about the results of ~~periodic~~ 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 compensation ~~program~~programs 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~~annual incentive plan allows for discretionary negative adjustments to the ultimate outcomes, which serves to mitigate risk-taking.



22		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Corporate Governance~~

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.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		23

Corporate Governance

LOGO

Environmental Sustainability

Environmental Sustainability is overseen by Prudential’s Board of Directors. The Company’s sustainability strategy is led by Prudential’s senior leaders including Prudential’s Vice Chairman, as the enterprise wide sustainability Executive Sponsor, and Prudential’s Chief Governance Officer. The Company’s sustainability objectives are executed by the Vice President of Environment and Sustainability who is advised by Prudential’s Sustainability Council. Prudential’s Chief Governance Officer and Vice President of Environment and Sustainability meet with the Corporate Governance Committee quarterly to discuss the Company’s sustainability objectives, including climate change. This regular engagement gives the Board insight into the Company’s climate change strategy and environmental stewardship initiatives. In addition, the full Board also receives periodic briefings and education on core concepts and trends that impact our businesses and society. The Company also has a Climate Change Policy Council that guides climate policy for the enterprise.


2020 Climate Change Commitment Our commitment to mitigating the risks of climate change is collaborative across the global business to achieve our investment and operational goals and targets. Each individual business is responsible for implementing our environmental commitment, with oversight from the Board and support from key personnel within the business. Instilling the principle of environmental stewardship throughout our global businesses benefits our clients, employees, and shareholders – as well as future generations. Prudential has found opportunities to help mitigate climate change by pursing relevant opportunities including: Issuing and reporting on Prudential’s first green bond aligning and advancing the United Nations Sustainable Development Goals (SDGs). Offsetting carbon emissions for U.S. employees’ business travel in 2019 and 2020. Reducing reliance on paper communications to customers with the Zero Paper aspiration. Engaging 100 percent of Prudential’s top suppliers to participate in CDP’s Supply Chain disclosure survey.	Eligible Categories	UN Sustainable Development Goal alignment

	Renewable energy

	Green Buildings

	Environmentally sustainable management of living natural resources and land use

	Energy efficiency

	Clean transport

	Sustainable water and wastewater management

	Pollution prevention and control

Human Capital Management and Succession Planning

The Board isbelieves that human capital management and succession planning, including inclusion and diversity, are paramount to the Company’s success and are central to our long-term strategy. Our Company’s Corporate Social Responsibility Oversight Committee, comprising Board members and Prudential senior executives, in addition to the full Board evaluates the Company’s commitment to inclusion and diversity and actively ~~engaged and involved in talent management.~~ suggests policy enhancements.

The Board has primary responsibility for CEO succession planning. In addition, 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’s global leadership bench and succession plans with a focus on key positions at the senior officer ~~level.~~

levels. In ~~addition,~~support of our commitment to talent development, throughout the ~~committees of the Board regularly discuss the talent pipeline for specific critical roles. High potential~~year, high-potential leaders are given exposure and visibility to Board members through formal presentations and at informal events. This engagement gives the Board insight into the Company’s talent pool and our leaders’ succession plans. More broadly, the Board is regularly updated on key talent indicators for the overall workforce, including diversity, recruiting and development programs.


24		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Corporate Governance

LOGO

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~~solicitations or advertisements; product-related inquiries; junk mail or mass mailings; resumes or otherjob-related inquiries; or spam and overly or overtly hostile, threatening, potentially illegal or similarly unsuitable communications.

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

~~SHAREHOLDER ENGAGEMENT~~

~~This year, we continued our practice of engagement, communication, and transparency in a variety of ways, including the following:~~

•

released two videos featuring Board members, Thomas J. Baltimore, our Lead Independent Director, and Christine A. Poon, Chair of our Finance Committee, sharing their views on Prudential’s Board and corporate governance practices;

•

provided multiple avenues for shareholders to communicate with the Company and the Board. We have received almost 17,000 shareholder comments in the last seven years. Shareholders also continued to use the mechanisms available through www.prudential.com/ governance to provide input;

•

~~promoted greater communication with our institutional shareholders on corporate governance issues by engaging with shareholders who collectively hold a majority of our shares; and~~

•

~~advanced open Board communication by facilitating interaction between our directors and shareholders.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		2325

Corporate Governance

~~Corporate Governance~~

LOGO

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 ~~2017.~~2020. 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.


Committees	~~Committees~~Current Members	~~Members in 2017~~Description	~~Description~~
~~Audit~~ Audit Committee Meetings in ~~2017:~~2020: 10	~~Douglas Scovanner (Chair)~~ Martina-Hund Mejean (Chair) Gilbert F.Casellas Wendy E. Jones* Douglas A. Scovanner George Paz	The Audit Committee provides oversight of the Company’s accounting and financial reporting and disclosure processes, the adequacy of the systems of disclosure and internal control established by management, and the audit of the Company’s financial statements. The Audit Committee oversees insurance risk and operational risks, risks related to financial controls, and legal, regulatory, cyber security and compliance matters, and oversees the overall risk management governance structure and risk management function.	Among other things, the Audit Committee: (1) appoints the independent auditor and evaluates its qualifications, independence and performance; (2) reviews the audit plans for and results of the independent audit and internal audits; and (3) reviews reports related to processes established by management to provide compliance with legal and regulatory requirements. The Board has determined that all of our Audit Committee members are financially literate and four of the five members are audit committee financial experts as defined by the SEC.
Compensation Committee Meetings in ~~2017:~~2020: 7	~~Karl J. Krapek~~Michael A. Todman (Chair) Thomas J. Baltimore ~~Michael A. Todman~~Karl J. Krapek	The Compensation Committee oversees the Company’s compensation and benefits policies and programs. For more information on the responsibilities and activities of the Compensation Committee, including the Committee’s processes for determining executive compensation, see the CD&A.
Corporate Governance ~~Governance~~ & Business Ethics Committee Meetings in ~~2017: 7~~2020: 6	Gilbert F. Casellas (Chair) Peter R. Lighte Sandra Pianalto	The Corporate Governance and Business Ethics Committee oversees the Board’s corporate governance procedures and practices, including the recommendations of individuals for the Board, making recommendations to the Board regarding director compensation and overseeing the Company’s ethics and ~~conflict of interest~~conflict-of-interest policies, its political contributions and lobbying expenses policy, and its strategy and reputation regarding ESG issues including environmental stewardship, sustainability, climate, human capital management issues, including inclusion and ~~sustainability~~diversity and corporate social responsibility throughout the Company’s global businesses.
Executive Committee Meetings in ~~2017:~~2020: 0	Christine A. Poon (Chair) Thomas J. Baltimore ~~(Chair)~~ Gilbert F. Casellas ~~Karl J. Krapek~~Martina Hund-Mejean ~~Christine A. Poon~~Charles F. Lowrey Douglas A. Scovanner ~~John R. Strangfeld~~Michael A. Todman	The Executive Committee is authorized to exercise the corporate powers of the Company between meetings of the Board, except for those powers reserved to the Board by ourBy-laws or otherwise.
Finance Committee Meetings in ~~2017: 6~~2020: 5	Christine A. Poon (Chair) George Paz Sandra Pianalto Michael A. Todman	The Finance Committee oversees, takes actions, and approves policies with respect to capital, liquidity, borrowing levels, reserves, ~~market risk~~benefit plan funding and major capital expenditures.
Investment Committee Meetings in ~~2017:~~2020: 4	Thomas J. Baltimore (Chair) Peter R. Lighte Christine A. Poon	The Investment Committee oversees and takes actions with respect to the acquisition, management and disposition of invested assets; reviews the investment performance of the pension plan and funded employee benefit plans; and reviews investment risks and exposures, as well as the investment performance of products and accounts managed on behalf of third parties.
Risk Committee Meetings in ~~2017: 6~~2020: 4	Douglas A. Scovanner (Chair) Thomas J. Baltimore ~~(Chair)~~ Gilbert F. Casellas ~~Mark B. Grier~~ ~~Karl J. Krapek~~ Christine A. Poon ~~Douglas~~Martina Hund-Mejean Michael A. ~~Scovanner~~Todman	The Risk Committee oversees the governance of significant risks throughout the enterprise ~~including~~ by coordinating the risk oversight functions of each Board committee and seeing that matters are appropriately elevated to the Board.

In addition to the above Committee meetings, the Board held nine meetings in ~~2017.~~2020.

*Added to Audit Committee effective January 4, 2021.



2426		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Corporate Governance

~~Corporate Governance~~

LOGO

Certain Relationships and Related Party Transactions

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

~~to any transaction or series of transactions in which the Company or a subsidiary is a participant;~~

●

to any transaction or series of transactions in which the Company or a subsidiary is a participant;

~~when the amount involved exceeds $120,000; and~~

●

when the amount involved exceeds $120,000; and

when a related party (a director or executive officer of the Company, any nominee for director, any shareholder owning an excess of 5% of the total equity of the Company and any immediate family member of any such person) has a direct or indirect material interest (other than solely as a result of being a director or trustee or in any similar position or a less than 10 percent beneficial owner of another entity).

●

The policy is administered by the Corporate Governance and Business Ethics ~~Committee. The~~ Committee, which 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~~its 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 place~~marketplace (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 place~~marketplace and in accordance with applicable law.

Pursuant to our policy, the Corporate Governance and Business Ethics Committee determined that ~~there were two transactions that~~one transaction qualified as a related party ~~transactions~~transaction since the beginning of ~~2017. The~~2020: Michael F. Falzon, the brother of Robert M. Falzon, our ~~Executive~~Vice Chairman, is our Vice President, ~~and Chief Financial Officer, Michael Falzon, is Vice President, Design and Development Solutions.~~Information Systems. In ~~2017,~~2020, the total compensation paid to Michael Falzon, including salary, ~~bonus~~annual incentive award and the grant date value of long-term incentive awards, was less than ~~$560,000. 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 2017, the total~~$625,000. Michael F. Falzon’s compensation ~~paid to Mr. Howard, including salary and bonus,~~ was ~~less than $155,000. In both cases the compensation is~~ similar to the compensation of other employees holding equivalent positions. ~~Neither individual is in the reporting chain of the executive officer.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		25

~~Corporate Governance~~

Policy on Shareholder Rights Plan

We do not have a shareholder rights plan. The Board will obtain shareholder approval prior to adopting a future shareholder rights plan unless the Board, in the exercise of its fiduciary duties, determines that under the circumstances then existing, it would be in the best interests of the Company and our shareholders to adopt a rights plan without prior shareholder approval. If a rights plan is adopted by the Board without prior shareholder approval, the plan must provide that it will expire within one year of adoption unless ratified by shareholders.

Political Contributions and Lobbying Expenditure Oversight and Disclosure

The Corporate Governance and Business Ethics Committee reviews and approves an annual report on political activities, contributions and lobbying expenses. It monitors and evaluates the Company’s ongoing political strategy as it relates to overall public policy objectives for the next year and provides guidance to the Board. We provide on our website a description of our oversight process for political contributions and a summary of Political Action Committee, or PAC, contributions. We also ~~include semi-annual~~disclose semiannual information on dues, assessments and contributions of ~~$15,000~~$10,000 or more to trade associations andtax-exempt advocacy groups and a summary of Company policies and procedures for political activity. This disclosure is available at www.prudential.com/governance under the heading “Political Activity & Contributions.”

The 2020 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Prudential as a Trendsetter company, the highest distinction. This is the sixth consecutive year that Prudential has been recognized for its disclosure, accountability, and political spending oversight.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		27

Corporate Governance

LOGO

The 2017 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Prudential as a First Tier company. This is the third consecutive year Prudential received this honor, which recognizes companies for their disclosure, accountability, and political spending oversight.

Environmental, Sustainability and Corporate Social Responsibility

The Corporate Governance and Business Ethics Committee has oversight of environmental and climate issues and policies. In addition, three of our independent Board members sit on ~~the Board’s~~our Corporate Social Responsibility Oversight Committee. These directors inform the Company’s social responsibility efforts in impact investing, ~~for financial and social returns,~~ strategic philanthropy, employee engagement and corporate community involvement. ~~2017~~2020 investments include:

LOGO



2628		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

LOGO

Item 2

Ratification of the Appointment of the Independent Registered Public Accounting Firm

~~Item 2–Ratification of the Appointment of the~~

~~Independent Registered Public Accounting Firm~~

The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP (“PricewaterhouseCoopers” or “PwC”) as the Company’s independent registered public accounting firm (“independent auditor”) for ~~2018.~~2021. We are not required to have the shareholders ratify the selection of PricewaterhouseCoopers as our independent auditor. We nonetheless are doing so because we believe it is a matter of good corporate practice.

If the shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers but may nevertheless retain it as the Company’s independent auditor. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interest of Prudential Financial and its shareholders. Representatives of PricewaterhouseCoopers will be present at the Annual Meeting and will have the opportunity to make a statement and be available to respond to appropriate questions by shareholders.

~~FEES PAID TO PRICEWATERHOUSECOOPERS~~Fees Paid to PricewaterhouseCoopers

The following is a summary and description of fees for services provided by PricewaterhouseCoopers in ~~2017~~2020 and ~~2016.~~2019.

Worldwide Fees ~~(In Millions)~~(in millions)

Service



2017



2016

Audit^(A)



$

52



$

51

Audit-Related^(B)



$

5



$

4

Tax^(C)



$

3



$

3

All Other^(D)



$

1



—

Total



$

61



$

58

Service

2020

2019

Audit⁽¹⁾

Audit-Related⁽²⁾

Tax⁽³⁾

All Other⁽⁴⁾

Total

~~(A)~~

(1)

The aggregate fees for professional services rendered for the integrated audit of the consolidated financial statements of Prudential Financial and, as required, audits of various domestic and international subsidiaries, the issuance of comfort letters, ~~agreed-upon procedures~~attest services required by regulation, consents and assistance with review of documents filed with the SEC.

~~(B)~~

(2)

The aggregate fees for assurance and related services, including internal control and financial compliance reports, ~~agreed-upon procedures~~attest services not required by regulation, and accounting consultation on new accounting standards, acquisitions and potential financial reporting requirements.

~~(C)~~

(3)

The aggregate fees for services rendered for tax return preparation, tax advice related to mergers and acquisitions and other international, federal and state projects, and requests for rulings. In ~~2017,~~each of 2019 and 2020, tax compliance and preparation fees totaled ~~$1.9M~~approximately $1.5 million and tax advisory fees totaled ~~$1.5M, and in 2016, tax compliance and preparation fees totaled $1.4M and tax advisory fees totaled $1.1M.~~approximately $0.5 million.

~~(D)~~

(4)

The aggregate fees for all other services ~~rendered, including for 2017~~rendered; representing primarily fees for business advisory ~~services.~~services in 2019.

PricewaterhouseCoopers also provides services to domestic and international mutual funds and limited partnerships not consolidated by Prudential Financial, but which are managed by Prudential Financial. PricewaterhouseCoopers identified fees related to audit, audit-related, tax and ~~tax~~all other services paid by these entities of ~~$14M~~$25 million in ~~2017~~2020 and ~~$14M~~$17 million in ~~2016.~~2019.

The Audit Committee has advised the Board of Directors that in its opinion thenon-audit services rendered by PricewaterhouseCoopers during the most recent fiscal year are compatible with maintaining its independence.

~~PwC~~PricewaterhouseCoopers has been the Company’s independent auditor since it became a public company in 2001 and prior to that, from 1996.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		2729

Item 2—2 Ratification of the Appointment of the Independent Registered Public Accounting Firm

LOGO

~~In determining whether to reappoint the independent auditor, the Audit Committee annually considers several factors, including:~~

~~the length of time the firm has been engaged;~~

~~the firm’s independence and objectivity;~~

~~PwC’s capability and expertise in handling the breadth and complexity of Prudential’s global operations, including the expertise and capability of the lead audit partner;~~

~~historical and recent performance, including the extent and quality of PwC’s communications with the Audit Committee, and the results of a management survey of PwC’s overall performance;~~

~~data related to audit quality and performance, including recent Public Company Accounting Oversight Board inspection reports on the firm; and~~

~~the appropriateness of PwC’s fees, both on an absolute basis and as compared with its peers.~~



In determining whether to reappoint the independent auditor, the Audit Committee annually considers several factors, including:
● the length of time the firm has been engaged; ● the firm’s independence and objectivity; ● PwC’s capability and expertise in handling the breadth and complexity of Prudential’s global operations, including the expertise and capability of the lead audit partner; ● historical and recent performance, including the extent and quality of PwC’s communications with the Audit Committee, and the results of a management survey of PwC’s overall performance;		● data related to audit quality and performance, including recent PCAOB inspection reports on the firm; and ● the appropriateness of PwC’s fees, both on an absolute basis and as compared with its peers.

In accordance with SEC rules, independent audit partners are subject to rotation requirements limiting their number of consecutive years of service to our Company to no more than five. The process for selecting the Company’s lead audit partner includes Company management and the Audit Committee Chair vetting the independent auditor’s candidates. The full Audit Committee is consulted in connection with the final selection of the lead audit partner.

~~AUDIT COMMITTEE~~Audit Committee ~~PRE-APPROVAL~~Pre-Approval ~~POLICIES AND PROCEDURES~~Policies and Procedures

The Audit Committee has established a policy requiring itspre-approval of all audit and permissiblenon-audit services provided by the independent auditor. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services ~~to ensure~~so that the independent auditor’s independence is not impaired; describes the Audit, Audit-Related, Tax and All Other services that may be provided and thenon-audit services that may not be performed; and sets forth thepre-approval requirements for all permitted services. The policy provides for the generalpre-approval of specific types of Audit, Audit-Related and Tax services and a limited fee estimate range for such services on an annual basis. The policy requires specificpre-approval of all other permitted services. The independent auditor is required to report periodically to the Audit Committee regarding the extent of services provided in accordance with theirpre-approval and the fees for the services performed to date. The Audit Committee’s policy delegates to its Chair the authority to address requests forpre-approval of services with fees up to a maximum of $250,000 between Audit Committee meetings if the Company’s Chief Auditor deems it reasonably necessary to begin the services before the next scheduled meeting of the Audit Committee, and the Chair must report anypre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee may not delegate to management the Audit Committee’s responsibility topre-approve permitted services of the independent auditor.

All Audit, Audit-Related, Tax and All Other services described above were approved by the Audit Committee before services were rendered.

~~The Board of Directors recommends that shareholders vote“FOR”~~ ~~ratification of the appointment of PricewaterhouseCoopers as the Company’s Independent Auditor for 2018.~~

~~ENHANCING COMMUNICATION THROUGH AUDIT COMMITTEE REPORTING~~

The Center for Audit Quality and a group of nationally recognized U.S. corporate governance and policy organizations jointly released a paper entitled “Enhancing the Audit Committee Report: A Call to Action,” which encouraged audit committees of public companies to proactively consider strengthening their public disclosures to more effectively convey the critical work of audit committees to investors and stakeholders. Prudential was featured as an example of a company exhibiting voluntary practices strengthening audit committee disclosures.

FOR

The Board of Directors recommends that shareholders vote “FOR” ratification of the appointment of PricewaterhouseCoopers as the Company’s Independent Auditor for 2021.


2830		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Item 2—2 Ratification of the Appointment of the Independent Registered Public Accounting Firm

LOGO

~~REPORT OF THE AUDIT COMMITTEE~~Report of The Audit Committee

~~Three~~Five independent directors comprise the Audit Committee. The Committee operates under a written charter adopted by the Board.

In addition, the Board has determined that all of our Audit Committee members, Messrs. Casellas, Paz and Scovanner and ~~Ms.~~Mses. Hund-Mejean and Jones, satisfy the financial expertise requirements of the NYSE and ~~have~~that each of Messrs. Casellas, Paz and Scovanner and Ms. Hund-Mejean has the requisite experience to be designated an audit committee financial expert as that term is defined by rules of the SEC.

Management is responsible for the preparation, presentation and integrity of the financial statements of Prudential Financial and for maintaining appropriate accounting and financial reporting policies and practices, and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Prudential Financial’s independent ~~registered public accounting firm (independent auditor),~~auditor, PricewaterhouseCoopers, is responsible for auditing the consolidated financial statements of Prudential Financial and expressing an opinion as to their conformity with generally accepted accounting principles, as well as expressing an opinion on the effectiveness of internal control over financial reporting in accordance with the requirements of the Public Company Accounting Oversight Board (“PCAOB”).

In performing its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of Prudential Financial as of and for the year ended December 31, ~~2017~~2020 and Management’s Annual Report on Internal Control Over Financial Reporting with management and Prudential Financial’s independent auditor. The Audit Committee also discussed with Prudential Financial’s independent auditor the matters required to be discussed by the independent auditor with the Audit Committee under the rules adopted by the ~~PCAOB.~~PCAOB and the SEC, including the independent auditor’s communication of its Audit Report to the Audit Committee. This report includes critical audit matters, which are audit matters that were communicated or required to be communicated to the Audit Committee relating to accounts or disclosures that are material to Prudential Financial’s financial statements and that involved especially challenging, subjective, or complex auditor judgment.

The Audit Committee received from the independent auditor the written disclosures and ~~the~~ letters required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed with the independent auditor its independence.

The Audit Committee has discussed with, and received regular status reports from, Prudential Financial’s Chief Auditor and independent auditor on the overall scope and plans for their audits of Prudential Financial, including their scope and plans for evaluating the effectiveness of internal control over financial reporting. The Audit Committee meets with the Chief Auditor and the independent auditor, with and without management present, to discuss the results of their respective audits, in addition to private meetings with the Chief Financial Officer, Chief Risk Officer, General Counsel, Chief Actuary and Chief Compliance Officer. In determining whether to reappoint PricewaterhouseCoopers as Prudential Financial’s independent auditor, the Audit Committee took into consideration a number of factors, including the length of time the firm has been engaged, the firm’s independence and objectivity, PwC’s capability and expertise in handling the breadth and complexity of Prudential’s global operations, including the expertise and capability of the Lead Audit Partner, historical and recent performance, including the extent and quality of PwC’s communications with the Audit Committee, ~~and~~ the results of a management survey of PwC’s overall performance, data related to audit quality and performance, including recent PCAOB inspection reports on the firm, and the appropriateness of PwC’s fees, both on an absolute basis and as compared with its peers.

In addition, the Audit Committee reviewed and amended its Charter and received reports as required by its policy for the receipt, retention and treatment of financial reporting concerns received from external and internal sources.

Based on the reports and discussions described in this report and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its Charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of Prudential Financial and Management’s Annual Report on Internal Control Over Financial Reporting be included in the Annual Report on Form10-K for the fiscal year ended December 31, ~~2017~~2020 for filing with the SEC.

~~THE AUDIT COMMITTEE~~The Audit Committee

Martina Hund-Mejean (Chair)

Gilbert Casellas

Wendy E. Jones

George Paz

Douglas A. Scovanner ~~(Chair)~~

~~Martina Hund-Mejean~~

~~George Paz~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT	29	31

LOGO

Item 3

Advisory Vote to Approve Named

Executive Officer Compensation

~~Item 3–Advisory Vote to Approve~~

~~Named Executive Officer Compensation~~

The Board is committed to excellence in governance and recognizes our shareholders’ interest in our executive compensation program. As a part of that commitment, and in accordance with SEC rules, our shareholders are being asked to approve a~~non-binding~~ nonbinding advisory resolution on the compensation of our named executive officers, as reported in this Proxy Statement. This proposal, commonly known as a “Say on Pay” proposal, gives shareholders the opportunity to endorse or not endorse our ~~2017~~2020 executive compensation program and policies for our named executive officers through the following resolution:

RESOLVED, that the shareholders of Prudential approve, on an advisory basis, the compensation of the Company’s named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in this Proxy Statement.

This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and practices relating to our named executive officers. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our named executive officers. Because your vote is advisory, it will not be binding upon the Board. The Board and the Compensation Committee will, however, as ~~it has~~they have done in prior years, take into account the outcome of the “Say on Pay” vote when considering future compensation arrangements.

~~The~~At the 2017 Annual Meeting, shareholders approved, on an advisory basis, holding “Say on Pay” votes annually, and the Board has adopted a policy providing for annual “Say on Pay” votes. Accordingly, the next “Say on Pay” vote will occur in ~~2019.~~2022.

~~The Board of Directors recommends that shareholders vote“FOR”~~ ~~the advisory vote to approve our named executive officer compensation.~~

FOR

~~| Notice~~

The Board of ~~Annual Meeting of Shareholders and 2018 Proxy Statement~~Directors recommends that shareholders vote “FOR”

the advisory vote to approve our named executive officer compensation.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

LOGO

Item 4

Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan

~~Item 4–Shareholder Proposal Regarding~~We currently maintain our 2016 Omnibus Incentive Plan (the “2016 Omnibus Plan”). It is expected that the number of shares remaining available under the 2016 Omnibus Plan, which also provides the shares that are to be issued under our Deferred Compensation Plan for Non-Employee Directors (the “Director Plan”), will be insufficient to meet the Company’s compensation goals in the coming years. To ensure that the Company has an adequate number of shares available for compensation to its directors, employees and agents, we are asking our shareholders to approve the Prudential Financial, Inc. 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan”). The 2021 Omnibus Plan will increase the number of shares of Common Stock available for issuance to eligible directors, employees and agents by 7,900,000 shares.

~~Independent~~The Board ~~Chairman~~

~~In accordance~~approved the 2021 Omnibus Plan, subject to shareholder approval. The Board believes that stock-based compensation aligns the interests of recipients with ~~SEC rules, we have set forth below a shareholder proposal, along with~~those of shareholders, encourages decisions and rewards performance that contributes to the ~~supporting statement~~long-term growth of the Company’s business and enhances shareholder ~~proponent.~~value. If shareholders decline to approve the 2021 Omnibus Plan, the Company will have less flexibility to provide competitive compensation, which will limit its ability to attract, motivate and retain the caliber of employees we believe is necessary to deliver sustained high performance to our shareholders and customers. The ~~Company is not responsible for any inaccuracies it may contain. The shareholder proposal is required to~~2021 Omnibus Plan will be ~~voted on~~effective upon its approval by the shareholders of the Company at our Annual Meeting ~~only if properly presented. As explained below, our Board unanimously recommends that you vote~~~~“AGAINST”~~on May 11, 2021. We will not grant any new awards under the ~~shareholder proposal.~~

~~John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California, 90278, beneficial owner of 80 shares of Common Stock, is~~2016 Omnibus Plan after the ~~proponent~~effective date of the 2021 Omnibus Plan.

The following ~~shareholder proposal. The proponent has advised us~~table sets forth certain information about the 2016 Omnibus Plan and the increase in shares that ~~a representative~~ will ~~present~~be authorized by the ~~proposal and related supporting statement at the Annual Meeting.~~

~~Independent Board Chairman~~

~~Shareholders request our Board of Directors to adopt as policy, and amend our governing documents as necessary, to require henceforth that the Chair~~approval of the Board of Directors, whenever possible, to be an independent member of the Board. The Board would have the discretion to phase in this policy for the next CEO transition, implemented so it does not violate any existing agreement.

If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chairman. This proposal requests that all the necessary steps be taken to accomplish the above.

Caterpillar is an example of a company recently changing course and naming an independent board chairman. Caterpillar had strongly opposed a shareholder proposal for an independent board chairman as recently as its 2016 annual meeting. Wells Fargo also reversed itself and named an independent board chairman in 2016.

It was reported that 53% of the Standard & Poors 1,500 firms separate these 2 positions (2015 report). This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix.

A number of institutional investors said that a strong, objective board leader can best provide the necessary oversight of management. Thus, the California Public Employees’ Retirement System’s Global Principles of Accountable Corporate Governance recommends that a company’s board should be chaired by an independent director, as does the Council of Institutional Investors. An independent director serving as chairman can help ensure the functioning of an effective board.

This proposal topic won impressive 43%-support at our 2017 annual meeting. This 43%-support would have been higher (perhaps 48%) if small shareholders had the same access to corporate governance information as large shareholders.

~~This proposal rocketed from 23% support in 2012 to 43% support in 2017 (both votes with the same CEO). 2017 was the first time this topic was on our ballot since 2012.~~

~~This proposal is more important at Prudential because with Karl Krapek as Lead Director we may be lacking an important asset in a Lead Director—independence. Mr. Krapek had the 2~~^nd ~~longest tenure on our board and received our highest negative votes. Long-tenure can impair the independence of a director. Plus Mr. Krapek controlled 33% of the Executive Pay Committee.~~

~~Please vote to enhance the oversight of our CEO: Independent Board Chairman—Proposal 4~~2021 Omnibus Plan.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~			31


Number of outstanding Options as of February 28, 2021			4,596,529

~~Item 4—Shareholder~~Weighted average exercise price of the outstanding Options			$76.65

Weighted average remaining contractual term of the outstanding Options			4.74 years

Number of outstanding Restricted Stock Units, as of February 28, 2021			6,213,786

Number of outstanding Performance Shares, as of February 28, 2021⁽¹⁾			4,246,267

Shares Available Under the Omnibus Plan, as of February 28, 2021			3,586,347

Additional shares requested for approval pursuant to this Proposal ~~Regarding an~~			7,900,000

~~Independent Board Chairman~~Estimated⁽²⁾ total number of shares available for issuance under the 2021 Omnibus Plan			11,486,347

(1)

Represents the number of Performance Shares that would be received based on target performance.

(2)

As may be increased as a result of share withholding and forfeited awards granted under the 2016 Omnibus Plan or decreased due to new grants under the 2016 Omnibus Plan prior to the effective date of the 2021 Omnibus Plan.

~~Board of Directors’ Statement in Opposition~~Based on our current equity compensation practices and stock price, we expect the proposed share reserve will be sufficient to fund the ~~Proposal~~

~~Your Board recommends a vote against this proposal because it believes that it is in~~Company’s equity compensation under the ~~best interest of our shareholders~~2021 Omnibus Plan for the ~~Board~~next four to ~~have the flexibility to determine the best person to serve as Board Chair, whether that person is an independent director or the CEO.~~

~~Independent Oversight of Board Structure~~

As documented in Prudential’s Corporate Governance Principles and Practices, at a minimum of one executive session per year, independent directors review the Board’s leadership structure and discuss whether the position of Chairman of the Board should be held by the CEO or by an independent director. In addition, in the event of a successor to the position of CEO, the independent directors will also review the leadership structure. When making this decision, the Board takes into consideration governance best practices, the facts and circumstances of our Board and feedback that we receive from our shareholders. The Committee has most recently determined that Board leadership is provided through the combination of a unified Chair and CEO, a clearly defined and significant Lead Independent Director role, active and strong committee chairs, and independent-minded, skilled, engaged, diverse and committed directors. This decision included the aspect that as a highly regulated company, as well as being a Systemically Important Financial Institution subject to group-wide supervision, there are additional benefits to a combined CEO and Chair.

Our Board proactively asks for feedback from our shareholders and regularly meets with our shareholders in various settings. In 2017, directors, as well as the Company’s Chief Governance Officer, engaged with investors regarding many issues including our Board leadership structure. This feedback was presented to the Board. Many of our shareholders have expressed the opinion that there is no “one size fits all” solution and that the Board’s fiduciary responsibility is best fulfilled by retaining the flexibility to choose the most effective leadership structure for the particular set of facts facing the Company at any point in time. For the past two years, a majority of our shareholders have voted against proposals that would mandate the Company’s leadership structure and eliminate Board discretion.

~~Lead Independent Director~~

Our Board believes that its current structure and governance allows it to provide effective oversight of management. Specifically, Thomas Baltimore, our Lead Independent Director, who was elected by the independent directors last May, has significant responsibilities that are described in detail in this Proxy Statement, including approval of all Board agendas and information sent to the Board, shareholder engagement, oversight of the annual Board evaluation process by an independent third party, Board refreshment and succession planning, and guiding the Board’s overall governance processes.

We also refer you to the Lead Independent Director’s letter which is contained in this Proxy Statement, as well as the Lead Independent Director’s video and Lead Independent Director Charter at www.prudential.com/governance. Mr. Baltimore’s skills, experience, commitment and the time he devotes to serve his role all make him well qualified to serve as our Lead Independent Director.

Our independent directors meet regularly in executive sessions, at the beginning and end of each Board meeting. These are chaired by our Lead Independent Director with no member of management present. Independent directors use these executive sessions to discuss matters of concern, as well as evaluations of the CEO and senior management, management and Board successions, talent planning, matters to be included on Board agendas, and additional information the Board would like management to provide to them, as well as other relevant matters.

~~Independent Committee Chairs~~

The Chairs of our Board committees are strong, independent directors. These Chairs shape the agenda and information presented to their committees. Oversight of critical issues within these committees is owned by the independent directors.

~~All directors have full access to all members of management and all employees on a confidential basis.~~

The proposed policy would unduly impair the Board’s flexibility to annually elect the individual it deems best suited to serve as Board Chair. Shareholders of Prudential are best served when the Board has the flexibility to elect the individual it deems best suited to serve as Board Chair at any particular time, depending on the circumstances. Our Board believes that a clearly defined and significant Lead Independent Director role, independent and strong committee chairs, experienced, diverse and committed directors, and frequent executive sessions provide a framework for effective direction and oversight by the Board.five years.

~~THEREFORE, YOUR BOARD RECOMMENDS THAT YOU VOTE“AGAINST”~~ ~~THIS PROPOSAL.~~



32 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~33

~~Voting Securities and Principal Holders~~

~~Beneficial Ownership~~

~~The following table shows all entities that are the beneficial owners of more than 5% of the Company’s Common Stock:~~


~~Name and Address of Beneficial Owner~~	~~Amount and Nature~~			~~Percent of Class~~
~~BlackRock, Inc.~~ ~~55 East 52nd Street, New York, NY 10055~~		~~29,984,045~~	⁽¹⁾		~~7.1%~~
~~The Vanguard Group~~ ~~100 Vanguard Boulevard, Malvern, PA 19355~~		~~30,620,961~~	⁽²⁾		~~7.22%~~

~~(1)~~

Based on information as of December 31, 2017 contained in a Schedule 13G/A filed with the SEC on January 29, 2018 by BlackRock, Inc. The Schedule 13G/A indicates that BlackRock, Inc. has sole dispositive power with respect to all of the shares, sole voting power with respect to 25,031,478 of the shares, and shared dispositive and voting power with respect to none of the shares.

~~(2)~~

Based on information as of December 31, 2017 contained in a Schedule 13G/A filed with the SEC on February 12, 2018 by The Vanguard Group. The Schedule 13G/A indicates that The Vanguard Group has sole dispositive power with respect to 29,945,849 of the shares, shared dispositive power with respect to 675,112 of the shares, sole voting power with respect to 597,982 of the shares, and shared voting power with respect to 93,625 of the shares.

~~To our knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of our Common Stock.~~

~~The following table sets forth information regarding the beneficial ownership of our Common Stock as of March 9, 2018, by:~~

~~each Director and Named Executive Officer, and~~

~~all Directors and Executive officers of Prudential Financial as a group.~~

Name of Beneficial Owner


Common Stock

Number of shares
Subject to
Exercisable Options


Total Number of Shares
Beneficially Owned¹


Director Deferred Stock
Units / Additional
Underlying
Units^2,3,4


Total Shares
Beneficially Owned
Plus Underlying
Units

Thomas J. Baltimore, Jr.    250    250    42,020    42,270
Gilbert F. Casellas    500    500    29,942    30,442
Martina Hund-Mejean    128    128    17,356    17,484
Karl J. Krapek    1,000    1,000    49,293    50,293
Peter R. Lighte    80    80    5,715    5,795
George Paz    500    500    5,712    6,212
Sandra Pianalto    201    201    5,289    5,490
Christine A. Poon    11,583    11,583    13,156    24,739
Douglas A. Scovanner    12,000    12,000    13,299    25,299
Michael A.Todman    450    450    5,715    6,165
John R. Strangfeld    281,331 ⁵ 738,934    1,020,265    293,483    1,313,748
Mark B. Grier    382,193 411,832    794,025    200,620    994,645
Robert Falzon    52,936 71,181    124,117    100,311    224,428
Charles F. Lowrey    44,818 116,687    161,505    121,057    282,562
Stephen Pelletier    9,114 11,041    20,155    147,788    167,943
All directors and executive officers as a
group (22 persons)
   913,537 1,658,922    2,572,459    1,314,062    3,886,521

~~(1)~~

~~Individual directors and executive officers as well as all directors and executive officers as a group beneficially own less than 1% of the shares of Common Stock outstanding, as of March 9, 2018.~~

~~(2)~~

Includes the following number of shares or share equivalents in deferred units through the Deferred Compensation Plan for Non-Employee Directors and the Prudential Insurance Company of America Deferred Compensation Plan, as to which no voting or investment power exists: Mr. Baltimore, 42,020; Mr. Casellas, 29,942; Ms. Hund-Mejean, 17,356; Mr. Krapek 49,293; Mr. Lighte, 5,715; Mr. Paz, 5,712; Ms. Pianalto, 5,289; Ms. Poon, 13,156; Mr. Scovanner, 13,299; Mr. Todman, 5,715; Mr. Strangfeld, 42,709; and Mr. Pelletier, 32,697.

~~(3)~~

Includes the following shares representing the target number of shares to be received upon the attainment of ROE goals under the performance share program described under “Compensation Discussion and Analysis”: Mr. Strangfeld, 94,619; Mr. Grier, 75,695; Mr. Falzon, 37,848; Mr. Lowrey, 45,655; and Mr. Pelletier, 43,194.

~~(4)~~

~~Includes the following unvested stock options: Mr. Strangfeld, 156,155; Mr. Grier, 124,925; Mr. Falzon, 62,463; Mr. Lowrey, 75,402; and Mr. Pelletier, 71,897.~~

~~(5)~~

~~Includes 4,400 shares held by the John and Mary K. Strangfeld Foundation.~~

~~Compliance With Section 16(a) of the Exchange Act~~

Each Director, executive officer of the Company and greater than 10% beneficial owner of Common Stock is required to report to the SEC, by a specified date, his or her transactions involving our Common Stock. Based solely on a review of the copies of reports furnished to the Company and written representations that no other reports were required to be filed, the Company

believes that for transactions during 2017 all reports required by Section 16(a) were timely filed, except that a report for Lucien Alziari, Senior Vice President and Chief Human Resources Officer, reporting an award of restricted stock units was not timely filed due to an administrative oversight.

~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement |~~

~~Compensation of Directors~~

~~The Corporate Governance and Business Ethics Committee reviews the compensation of ournon-employee~~ directors periodically (generally every three years) and recommends changes to the Board, when it deems appropriate. In 2017, the Committee engaged James F. Reda, an independent compensation consultant of Arthur J. Gallagher & Co., to review the existing Director compensation program as the program had last been evaluated in 2013. It was determined that no changes to the compensation program were warranted.

~~The following table describes the components of thenon-employee~~ ~~directors’ compensation for 2017:~~

~~Compensation Element~~

~~Director Compensation Program~~

~~Annual Cash Retainer~~

~~$150,000, which may be deferred, at the director’s option~~

~~Annual Equity Retainer~~

~~$150,000 in restricted stock units that vest after one year (or, if earlier, on the date of the next Annual Meeting)~~

~~Board and Committee Fees~~

~~None~~

~~Chair Fee~~

~~$35,000 for the Audit and Risk Committees~~

~~$30,000 for the Compensation Committee~~

$20,000 for all other committees*

~~Lead Independent Director Fee~~

~~$50,000~~

Meeting Fee for members of the Company’s Corporate Social Responsibility Oversight Committee**

~~$1,250 per meeting~~

~~New Director Equity Award(one-time~~ ~~grant)~~

~~$150,000 in restricted stock units that vest after one year~~

~~Stock Ownership Guideline~~

Ownership of Common Stock or deferred stock units that have a value equivalent to six times the annual cash retainer to be satisfied within six years of joining the Board***

*	~~Includes anynon-standing~~ ~~committee of the Board that may be established from time to time, but excluding the Executive Committee.~~

~~This is a committee comprised of members of management and the Board. This Committee typically meets on a separate day following the Board and Board committee meetings. Thenon-employee~~ ~~directors on this Committee currently consist of Mr. Casellas, Ms. Pianalto and Ms. Poon. The Corporate Social Responsibility Oversight Committee met three times in 2017.~~

~~***~~

~~As of December 31, 2017, each of ournon-employee~~ directors satisfied this guideline, with the exception of Ms. Pianalto, who joined the Board in July 2015, and Messrs. Lighte, Paz and Todman, who joined the Board in March 2016, each of whom has six years to satisfy the guideline after he or she joined the Board. For purposes of the stock ownership guideline, once a~~non-employee~~ director satisfies his or her stock ownership level, the director will be deemed to continue to satisfy the guideline without regard to fluctuation in the value of the Common Stock owned by the director.

~~We maintain a Deferred Compensation Plan forNon-Employee~~ Directors (the “Plan”). Since 2011, 50% of the annual Board and committee retainer has been awarded in restricted stock units that vest after one year (or if earlier, on the date of the next Annual Meeting). A~~non-employee~~ director can elect to invest the cash portion of his or her retainer, fees and equity retainer upon vesting in accounts under the Plan that replicate investments in either shares of our Common Stock or the Fixed Rate Fund, which accrues interest in the same manner as funds invested in the Fixed Rate Fund offered under the Prudential Employee Savings Plan (“PESP”). As elected by the director, the Plan provides for distributions to commence upon or following termination of Board service or while a director remains on the Board.

Each director receives dividend equivalents on the restricted stock units contained in his or her deferral account under the Plan, which are equal in value to the dividends paid on our Common Stock. The dividend equivalents credited to the account are then reinvested in the form of additional share units.

~~Under our director compensation program, if anon-employee~~ director satisfies the stock ownership guideline, the restricted stock units granted as the annual equity retainer are payable upon vesting in cash or shares of our Common Stock (at the director’s option), and may be deferred beyond vesting at the director’s election. If a director does not satisfy the stock ownership guideline, the restricted stock units are automatically deferred until termination of Board service.

~~DIRECTOR STOCK OWNERSHIP GUIDELINE~~

~~Each director is expected, within six years of joining the Board, to own Common Stock or deferred stock units that have a value equivalent to six times his or her annual cash retainer.~~



34		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation of Directors~~

~~2017 Director Compensation Table~~

   Fees Earned or Paid in
Name


Cash($)


Stock
Awards($)⁽¹⁾


All Other
Compensation($)⁽²⁾


Total($)

Thomas J. Baltimore



224,643



150,000



374,643

Gilbert F. Casellas



173,750



150,000



4,100



327,850

James G. Cullen³



62,500



0



62,500

Martina Hund-Mejean



150,000



150,000



5,000



305,000

Karl J. Krapek



218,368



150,000



5,000



373,368

Peter R. Lighte



150,000



150,000



300,000

George Paz



150,000



150,000



5,000



305,000

Sandra Pianalto



153,750



150,000



5,000



308,750

Christine A. Poon



173,750



150,000



323,750

Douglas A. Scovanner



185,000



150,000



335,000

Michael A. Todman



150,000



150,000



5,000



305,000

~~(1)~~

Represents amounts that are in units of our Common Stock. The amounts reported represent the aggregate grant date fair value of the restricted stock units granted during the fiscal year, as calculated under the Financial Accounting Standards Board’s Accounting Codification Topic 718. Under ASC Topic 718, the grant date fair value is calculated using the closing market price of our Common Stock on the date of grant, which is then recognized, subject to market value changes, over the requisite service period of the award. The aggregate balance in each of the non-employee directors’ accounts in the Deferred Compensation Plan denominated in units (which includes all deferrals from prior years and earned units deferred in 2017) and their value were as follows: Mr. Baltimore: 42,020 and $4,831,460; Mr. Casellas: 29,942 and $3,442,731; Ms. Hund-Mejean: 17,356 and $1,995,593; Mr. Krapek: 49,293 and $5,667,709; Mr. Lighte: 5,715 and $657,111; Mr. Paz: 5,712 and $656,766; Ms. Pianalto: 5,289 and $608,129; Ms. Poon: 13,156 and $1,512,677; Mr. Scovanner: 13,299 and $1,529,119; and Mr. Todman: 5,715 and $657,111.

~~(2)~~

~~Represents amounts for 2017 matching charitable contributions.~~

~~(3)~~

~~Mr. Cullen retired from the Board on May 9, 2017.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		35

~~Compensation Discussion and Analysis~~

In this section, we describe the material components of our executive compensation program for our NEOs, whose compensation is set forth in the 2017 Summary Compensation Table and other compensation tables contained in this Proxy Statement. We also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation Committee of our Board (the “Committee”) arrived at the specific compensation decisions involving the NEOs for 2017.

~~NAMED EXECUTIVE OFFICERS (NEOS)~~

~~John R. Strangfeld~~~~, our Chairman and Chief Executive Officer;~~

~~Robert M. Falzon~~~~, our Executive Vice President and Chief Financial Officer;~~

~~Mark B. Grier~~~~, our Vice Chairman;~~

~~Charles F. Lowrey~~~~, our Executive Vice President and Chief Operating Officer, International Businesses; and~~

~~Stephen Pelletier~~~~, our Executive Vice President and Chief Operating Officer, U.S. Businesses.~~

~~Executive Summary~~

~~Business Highlights~~

~~OUR BUSINESS~~

We are a global financial services business with $1.394 trillion of assets under management as of December 31, 2017, and with operations in the United States, Asia, Europe, and Latin America. Through our subsidiaries and affiliates, we offer a wide array of financial products and services, including life insurance, annuities, retirement-related services, mutual funds, and investment management. For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form~~10-K~~ ~~filed with the SEC on February 16, 2018.~~

~~2017 BUSINESS HIGHLIGHTS~~

The year 2017 was a successful one for the Company, as our business mix and solid fundamentals led to strong results. During the year, we continued to focus on our balanced business mix, the effective execution of our business strategies, capital deployment and disciplined risk management. Consequently, we were able to deliver strong results, despite a low interest rate environment in key markets, while continuing to seize new business opportunities and further differentiating ourselves from the competition.

~~We achieved the following accomplishments in 2017:~~

We reported net income of $7.86 billion, or $17.86 per share of Common Stock in 2017, compared to $4.37 billion, or $9.71 per share, in 2016, based on U.S. generally accepted accounting principles (“GAAP”).

~~Net income in 2017 includes a benefit of $2.87 billion, or $6.64 per share, as a result of the enactment of the Tax Cuts and Jobs Act.~~

~~We reportedafter-tax~~ ~~adjusted operating income of $4.65 billion, or $10.58 per share of Common Stock in 2017, compared to $4.11 billion, or $9.13 per share, in 2016.~~⁽¹⁾



36		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation Discussion and Analysis: Executive Summary~~

~~We reported GAAP book value of $125.24 per share of Common Stock as of December 31, 2017, compared to $104.91 per share as ofyear-end~~ ~~2016.~~

~~Adjusted book value amounted to $88.28 per share of Common Stock as of December 31, 2017, compared to $78.95 per share as ofyear-end~~ ~~2016.~~⁽¹⁾

~~GAAP book value per share and adjusted book value per share as of December 31, 2017 include benefits of $6.59 and $2.74, respectively, as a result of the enactment of the Tax Cuts and Jobs Act.~~

~~We reported return on average equity based on net income~~Item 4 Approval of ~~16% for 2017, compared to 8.8% for 2016.~~

~~We reported operating return on average equity of 13% for 2017, compared to 12% for 2016.~~⁽¹⁾the Prudential Financial, Inc. 2021 Omnibus Incentive Plan

LOGO

Burn Rate and Dilution/Overhang

Two measures that our Compensation Committee has considered in assessing our equity grant practices are burn rate and dilution/overhang.

●

Burn Rate. Burn rate is a measure of share usage and it quantifies the rate at which a company is utilizing its share reserve by expressing the number of equity awards granted as a percentage of the weighted-average undiluted number of shares of Common Stock outstanding during the year. Burn rate typically does not take into account cancellations and other shares returned to the share reserve. Over the past three fiscal years, our annual burn rate with regard to our 2016 Omnibus Plan has averaged 0.91%.

●

Dilution/Overhang. Another measure used to quantify the cumulative impact of our equity compensation practices is a dilution analysis commonly referred to as “overhang.” Overhang is typically calculated as the number of shares related to outstanding equity awards, plus the number of shares available in the share reserve, divided by the fully diluted number of shares of Common Stock outstanding at the end of the year (i.e., outstanding shares and equity awards plus our remaining share reserve). Our overhang with regard to our 2016 Omnibus Plan as of December 31, 2020 was 5.64%. If the 2021 Omnibus Plan is approved, our overhang would increase to approximately 6.3%. The potential dilution from the 2021 Omnibus Plan, expressed as the percentage obtained by dividing the estimated number of shares in the share reserve by the number of shares of Common Stock outstanding would be approximately 2.9%.

Executive Officer Grants, Burn Rate and Dilution/Overhang for the Past Three Fiscal Years


	2020 (%)		2019 (%)		2018 (%)		Average (%)

Percentage of Equity Awards Granted to Executive Officers		20.11		11.18		23.90		18.39

Burn Rate		0.84		1.28		0.62		0.91

Dilution/Overhang		5.64		6.41		7.07		6.38

Key Governance Highlights of the 2021 Omnibus Plan:

●

Awards are subject to potential reduction, cancellation, forfeiture or other clawback in certain circumstances

●

No discounted options may be granted

●

No repricing of stock options without shareholder approval

●

No automatic vesting of equity-based awards upon a change in control (so-called “single trigger” vesting)

●

No tax gross-ups—the 2021 Omnibus Plan does not provide for any tax gross-ups

KEY DIFFERENCES IN THE 2021 OMNIBUS PLAN:

The terms of the 2021 Omnibus Plan are largely similar to the corresponding provisions of the 2016 Omnibus Plan. However, there are several changes that are reflected in the 2021 Omnibus Plan. The most material of these changes are noted below:

●

All shares that are subject to any Award granted under the 2021 Omnibus Plan will be counted on a share for share basis against the shares authorized for issuance.

●

The Compensation Committee may grant Other Stock Based Awards, which are awards denominated in or related to our common stock, to allow flexibility to address particular situations, such as by issuing outright stock awards, selling shares as part of a compensatory award or settling cash based obligations in shares of our stock.

●

The provisions of the 2016 Omnibus Plan that were designed to allow Awards to qualify as “performance-based compensation” exempt from the limitations on deducting compensation above $1 million payable in any given taxable year to certain executive officers contained in Section162(m) of the Code have been modified to reflect the elimination of such exception.

●

Stock appreciation rights (SARs) and Performance Units are no longer authorized for issuance.

●

The limit of cash and equity-based compensation to non-employee directors is increased to $800,000 in a compensation year.

~~Assets under management reached $1.394 trillion at December 31, 2017, an increase from $1.264 trillion a year earlier.~~

~~We paid quarterly Common Stock dividends totaling $3.00 per share during 2017, an increase of 7% from 2016.~~

~~(1)~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		37

~~Compensation Discussion and Analysis: Executive Summary~~

~~Executive Compensation Highlights~~

The Compensation Committee has instituted a number of changes to our executive compensation program over the last several years to align with evolving competitive and governance practices, respond to feedback from our shareholders and strengthen the link to performance and rigor of our program. These changes have included:

•

~~Strengthening the rigor of our Annual Incentive Program by setting target and maximum awards for senior executives, including the NEOs.~~

•

~~Establishing Long-Term Incentive Target Opportunities for NEOs.~~

•

~~Requiring deferral of 30% of each NEO’s annual incentive award into the Book Value Performance Program.~~

•

Beginning in 2018, adding a modifier to the Performance Shares Program that will increase (or decrease) the number of shares and units earned by up to 10% depending on the increase (or decrease) in the representation of diverse persons among our senior management during the 2018 through 2020 performance period.

•

~~Increasing our CEO’s stock ownership guideline from five to seven times base salary.~~

•

Expanding the clawback policy for executive officers to cover all incentive-based awards, to address a material financial restatement or misconduct, and to require disclosure to shareholders of action taken with regard to compensation recovery following a material financial restatement or misconduct.

•

Diversifying the performance metrics used to determine awards under our Annual Incentive Program and applying a greater weight to relative ROE performance versus peer companies as a factor under our Annual Incentive Program beginning in 2016 and Performance Share Program in 2017.

•

~~Excluding earnings from specified classes ofnon-coupon~~ ~~investments outside of a range of-10%~~ to +10% of the earnings on these investments that are included in the Company’s EPS guidance range from the performance measures in our Annual Incentive Plan beginning in 2016 and Performance Shares Program in 2017.

~~Total Direct Compensation Summary~~

~~Consistent with our compensation philosophy, approximately 92% of our CEO’s total direct compensation for 2017 was performance-based.~~

~~(1)~~

~~Performance-based compensation~~

~~(2)~~

~~Includes mandatory deferral of 30% of annual incentive~~

~~(3)~~

~~Based on average amounts~~



38		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation Discussion and Analysis: Executive Summary~~


		~~WHAT WE DO~~Item 4 Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan								~~WHAT WE DON’T DO~~
		~~Establish target and maximum awards~~ ~~under our Annual Incentive Program.~~								~~CEO participation in our severance plan.~~
		~~Establish target awards~~ ~~in our Long-Term Incentive Program.~~								~~Executive officer severance payments and benefits exceeding 2.99 times salary and cash bonus without shareholder approval.~~
		~~Apply a formulaic framework~~ ~~based on the Company’s financial results relative topre-established~~ ~~targets for each incentive program.~~
		~~Exercise limited or no discretion~~ ~~to increase formulaic incentive compensation awards.~~								~~Excise tax“gross-ups”~~ ~~upon change in control.~~
		~~Use balanced performance metrics~~~~for annual incentive and performance share/unit awards that consider both the Company’s absolute performance and its relative performance versus peers.~~								~~Discounting, reloading orre-pricing~~ ~~of stock options without shareholder approval.~~
		~~Rigorous goal setting~~ ~~aligned to our externally disclosed annual and multi-year financial targets.~~								~~“Single-trigger” accelerated vesting of equity-based awards upon change in control.~~
		~~90% or more of our NEOs’ total direct compensation is performance based.~~								~~Multi-year guaranteed incentive awards for senior executives.~~
		~~Defer 30% of our NEOs�� annual incentive awards~~ ~~into the Book Value Performance Program.~~								~~Employment agreements with NEOs~~
		~~Impose stock ownership requirements, and retention of 50% of equity based awards.~~								~~Employee hedging or pledging of Company securities.~~
		~~Maintain an enhanced clawback policy~~ ~~covering all executive officer incentive-based awards for material financial restatements and misconduct.~~
		~~Limit perquisites~~~~to items that serve a reasonable business purpose.~~
		~~Closely monitor risks~~ ~~associated with our compensation program and individual compensation decisions to ensure they do not encourage excessive risk taking.~~
		~~Tie long-term diversity improvement to our performance share and unit awards.~~

~~Consideration~~Key Terms of ~~Most Recent “Say on Pay” Vote~~the 2021 Omnibus Plan

The following is a summary of provisions of the 2021 Omnibus Plan. Some of these provisions are described in greater detail below, and the summary and descriptions are qualified by reference to the complete text of the 2021 Omnibus Plan included in this Proxy Statement as Appendix B.


~~Following our 2017 Annual Meeting of Shareholders,~~

Purpose:		Foster and promote the ~~Committee reviewed the results~~long-term financial success of the Company and materially increase shareholder ~~advisory vote~~value by aligning the interests of shareholders and employees.

Eligible Participants:		Any individual who is a non-employee director of the Company or either an employee of, or an insurance agent (whether or not a common law employee or a full-time life insurance salesperson under the Internal Revenue Code (the “Code”)) of, the Company or any subsidiary. As of December 31, 2020, approximately 45,000 individuals would have been eligible to participate in the 2021 Omnibus Plan, including all of our non-employee directors and executive officers.

Award Types:		Options, Restricted Units, Restricted Stock, Dividend Equivalents, Performance Shares, Annual Incentive Awards and Other-Stock Based Awards (each, an “Award”), Performance Units and Stock Appreciation Rights (“SARs”) are not authorized for grant under the 2021 Omnibus Plan.

Share Reserve:		● 7,900,000 shares of Common Stock, plus: ● The number of shares available for awards under the 2016 Omnibus Plan as of the date of the annual meeting which is the effective date of the 2021 Omnibus Plan, if approved by shareholders, is estimated to be 3,586,347 shares (based on ~~executive compensation (the “Say on Pay” Vote) that was held at~~grants and forfeitures through February 28, 2021, and as may be decreased or increased due to grants and forfeitures under the ~~meeting with respect~~2016 Omnibus Plan prior to the ~~2016 compensation actions and decisions for Mr. Strangfeld and the other NEOs. Approximately 93%~~effective date of the ~~votes cast~~2021 Omnibus Plan).

Share Counting:		Shares issued in connection with all Awards are counted against the share reserve as one share for every one share issuable under such Award. Under the 2016 Omnibus Plan, shares subject to Awards other than Options and SARs were counted against the share reserve based on a multiple of 2 times the number of shares issuable under such Award.

Share Recycling:		Shares of Common Stock subject to an Award granted under the 2021 Omnibus Plan or the 2016 Omnibus Plan that are not issued because the Award expires or, is cancelled, terminated, forfeited or settled without issuance of Common Stock (including, but not limited to, (i) shares issued in connection with a Restricted Stock or Restricted Unit Award that are subsequently forfeited and (ii) shares withheld for taxes from full value awards granted under the 2016 Omnibus Plan and Awards other than Options granted under the 2021 Omnibus Plan) will be added back to the share reserve (with specified exceptions after the tenth anniversary of the 2021 Omnibus Plan’s effective date). However, the number of shares that will again become available for grant under the 2021 Omnibus Plan in respect of awards that had been granted under the 2016 Omnibus Plan, but are forfeited after the effective date of the 2021 Omnibus Plan, will be determined based on the ~~proposal~~number of shares of common stock that were ~~voted in support~~counted upon grant against the share reserve under the 2016 Omnibus Plan. Notwithstanding the foregoing, (i) shares owned by a participant and tendered to exercise Options or withheld upon any exercise of any Option to satisfy the withholding of taxes will not be available for grants under the 2021 Omnibus Plan and (ii) upon the net settlement of an Option, the full number of shares subject to the portion of the ~~compensation of our NEOs. After careful consideration, and given~~Option so exercised will be counted against the ~~extensive changes we have made in~~share reserve.

Minimum Vesting		Subject to the ~~recent past, the Committee did not make any changes to our executive compensation program and policies as a result~~otherwise applicable provisions of the ~~most recent Say on Pay vote.~~2021 Omnibus Plan (such as the provisions related to a Change in Control and accelerated vesting upon death, disability, retirement and other terminations of employment), Options and awards of Restricted Stock, Restricted Stock Units, Performance Shares and Other Stock-Based Awards will have a vesting schedule of at least one year from the date of grant. However, Awards in respect of up to 5% of the share reserve, certain substitute or replacement awards and annual awards to directors that vest for service through the next annual meeting may be granted without this requirement.

Director Compensation Limit		The amount of cash and equity-based compensation to non-employee directors is limited to $800,000 in a compensation year, as measured based on the grant date value (for equity-based compensation).

Plan Expiration		Either (a) the date when no more shares of Common Stock are available for issuance under the 2021 Omnibus Plan, or, if earlier, (b) the date the Plan is terminated by the Board of Directors.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		3935

Item 4 Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan

~~Compensation Discussion and Analysis: Executive Summary~~

LOGO

~~Opportunity~~Administration

The Compensation Committee of the Board of Directors, or such other committee as the Board of Directors may designate (the “Committee”), will administer the 2021 Omnibus Plan with the authority to, among other things, interpret the 2021 Omnibus Plan, determine eligibility for, ~~Shareholder Feedback~~grant and determine the terms of Awards, and to do all things necessary or appropriate to carry out its provisions and purposes. The Committee may delegate to any member of the Board, employee or group of directors or employees any portion of its authority and powers with respect to Awards to participants who are not directors or executive officers. Only the Committee may exercise authority in respect of Awards granted to directors or executive officers.

The Committee ~~carefully considers feedback from our shareholders regarding our executive compensation program. Shareholders are invited~~may condition the grant of any Award on a recipient’s agreement not to ~~express their views~~compete, not to solicit the ~~Committee as described under “Communication with Directors” in this Proxy Statement. In addition, the advisory vote on the compensation of the NEOs provides shareholders with an opportunity~~Company’s employees and customers and not to ~~communicate their views on our executive compensation program.~~

You should read this CD&A in conjunction with the advisory vote that we are conducting on the compensation of the NEOs (see “Item 3—Advisory Vote to Approve Named Executive Officer Compensation”). This CD&A,disclose confidential information, as well as compliance with clawback policies.

Shares Deliverable Under the ~~accompanying~~Plan

The shares to be delivered under the 2021 Omnibus Plan may consist, in whole or in part, of Common Stock purchased by the Company for the purpose of granting Awards, treasury Common Stock or authorized but unissued Common Stock not reserved for any other purpose.

The number of Options that may be granted to any participant in the 2021 Omnibus Plan may not exceed an aggregate of 2,500,000 Options during any three-year period.

To the extent that limiting the number of shares subject to or payable in respect of Awards under the 2021 Omnibus Plan would enhance the deductibility of compensation ~~tables, contains information~~paid to executive officers, the 2021 Omnibus Plan sets certain limits on the sizing of awards. In such circumstances, with respect to any applicable Annual Incentive Awards, the performance condition and maximum limitation would be that the amount payable to a Covered Employee in any year may not exceed four-tenths of one percent (0.4%) of Adjusted Operating Income for the fiscal year ended prior to the year in which payment is due. For any applicable awards of Restricted Stock, Restricted Units, Performance Shares and associated Dividend Equivalents, in such circumstances the performance condition would be that Adjusted Operating Income must be positive in at least one fiscal year during which the Award is outstanding for at least 276 days of that year, and the maximum limitation would be that the amount payable to a Covered Employee in any year may not exceed four-tenths of one percent (0.4%) of the highest amount of Adjusted Operating Income for any of the three fiscal years ended prior to the year payment on those Awards is due. For purposes of the 2021 Omnibus Plan, “Adjusted Operating Income” means the Company’s total pre-tax adjusted operating income as reported in our Quarterly Financial Supplement. These provisions have been retained in the 2021 Omnibus Pan to preserve flexibility in the event that exceptions to the deduction limitation such as those that had previously been applicable for performance-based compensation under Section 162(m) of the Internal Revenue Code were again to become applicable. However, under the current provisions of the U.S. federal income tax laws, there is no enhanced income tax deductibility available based on limiting the sizing of any such awards.

Options

Options entitle the recipient to purchase shares of Common Stock at a specified exercise price. Options may be granted in the form of incentive stock options qualifying for special tax treatment under Code Section 422 (“ISOs”) and nonstatutory stock options (“Nonstatutory Options”). Options must be granted with an exercise price at least equal to the fair market value of a share of Common Stock on the date of grant, and generally may not be exercisable for more than 10 years after the date of grant. No Option that is intended to be an ISO may be granted after the tenth anniversary of the date the 2021 Omnibus Plan becomes effective. Unless the Committee otherwise determines, Options generally become exercisable in one-third increments on each of the first three anniversaries of the date of grant.

For purposes of the 2021 Omnibus Plan, “fair market value” generally means, on any given date, the price of the last trade, regular way, in the Common Stock on the date on the NYSE. If there are no trades on the relevant date, the “fair market value” for that date means the closing price on the immediately preceding date on which Common Stock transactions were reported.

The Committee does not have the power or authority to ~~your voting decision.~~reduce the exercise price of outstanding Options, to grant new Options in substitution for or upon the cancellation of Options previously granted or to cash out outstanding Options for an amount greater than the spread between the fair market value and the exercise price, other than with shareholder approval, in connection with the assumption of awards upon a change of control or for certain adjustments in capitalization (as described below).



40		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation Discussion and Analysis~~

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

~~Philosophy and Objectives of Our Executive Compensation Program~~

The philosophy underlying our executive compensation program is to provide an attractive, flexible, and market-based total compensation program tied to performance and aligned with the interests of our shareholders. Our objective is to recruit and retain the caliber of executive officers and other key employees necessary to deliver sustained high performance to our shareholders, customers, and communities where we have a strong presence. Our executive compensation program is an important component of these overall human resources policies. Equally important, we view compensation practices as a means for communicating our goals and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements.

~~Overall, the same principles that govern the compensation of all our salaried employees apply to the compensation of our executive officers. Within this framework, we observe the following principles:~~

~~Retain and hiretop-caliber~~ ~~executives:~~ Executive officers should have base salaries and employee benefits that are market competitive and that permit us to hire and retain world-class talent in our crital roles and high-caliber individuals at all levels;

~~Pay for performance:~~ ~~A significant portion of the annual compensation of our executive officers should vary with annual business performance and each individual’s contribution to that performance;~~

~~Reward long-term growth and profitability:~~ ~~Executive officers should be rewarded for achieving long-term results;~~

~~Tie compensation to business performance:~~~~A significant portion of our executive officers’ compensation should be tied to measures of performance of our businesses;~~

~~Align compensation with shareholder interests:~~ ~~The interests of our executive officers should be linked with those of our shareholders through the risks and rewards of the ownership of our Common Stock; and~~

~~Reinforce succession planning process:~~ ~~The overall compensation program for our executive officers should reinforce our robust succession planning process.~~

~~2017 Incentive Programs~~

To ensure a strong link between our incentive compensation opportunities and our short-term and longer-term objectives, we use two specific programs: our Annual Incentive Program and our Long-Term Incentive Program.

~~Annual Incentive Program.~~ The Annual Incentive Program is designed to reward strong financial and operational performance that furthers our short-term strategic objectives. Financial performance is primarily determined based on three equally-weighted performance metrics: (i) EPS achievement relative to our externally disclosed EPS targets; (ii) year-over-year growth in EPS; and (iii) relative ROE as compared to a group of peer companies.

~~Long-Term Incentive Program.~~ Our Long-Term Incentive Program consists of three parts that incent long-term value creation: performance shares and units that reward the achievement of our long-term ROE goals and increases in the market value of our Common Stock; book value units that reward increases in book value per share; and stock options that reward increases in the market value of our Common Stock.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		41

~~Compensation Discussion and Analysis~~

The figure below illustrates the portions of our NEO’s 2017 target total direct compensation that are driven by the various performance metrics under our incentive programs*. Our programs are designed to align the interests of our executives with the interests of our shareholders and to link the drivers of short-term and long-term value creation with our executive compensation.

*The image above is a graphical representation of the components and drivers of total direct compensation. The illustration represents the average target compensation values for our NEOs.

**Represents Book Value Performance Program (11%) and 30% mandatory deferral of Annual Incentive Awards (equates to 11.4% of total direct compensation).

~~Our Annual Incentive Program and Long-Term Incentive Program share one common performance measure: our relativereturn-on-equity~~ (“ROE”), that is, our ROE as compared to the ROE of the North American Life Insurance subset of our peer group. The Committee believes that our relative ROE is a core value proposition for our shareholders and, accordingly, that relative ROE performance over both the short-term and long-term merits inclusion as a performance measure in each of our incentive programs.

~~ANNUAL COMPENSATION-RELATED RISK EVALUATION~~

We monitor the risks associated with our compensation program, as well as the components of our program and individual executive compensation decisions, on an ongoing basis. Our compensation risk assessment occurs in two parts: a review of the Company’s compensation programs and a review of compensation decisions and payments, with a focus on our senior executives. In January 2018, our Chief Risk Officer presented to the Committee a review of Prudential’s compensation programs, including the executive compensation program, to assess the risks arising from our compensation policies and practices. The Committee agreed with the review’s findings that these risks were within our ability to effectively monitor and manage and that these 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. Also, in June 2017, our Chief Risk Officer presented a study of the payouts under the compensation programs. The Committee agreed with the study’s findings that our compensation practices, including payouts, adhere to best market practices and do not encourage undue or excessive risk-taking.



42		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation Discussion and Analysis~~

~~How We Make Compensation Decisions~~

~~Role of the Compensation Committee~~

The Committee is responsible to our Board for overseeing the development and administration of our compensation and benefits policies and programs. The Committee, which consists of three independent directors, is responsible for the review and approval of all aspects of our executive compensation program. Among its duties, the Committee is responsible for formulating the compensation recommendations for our CEO and approving all compensation recommendations for our officers at the senior vice president level and above, including:

~~annual review and approval of incentive program design, goals and objectives for alignment with our compensation and business strategies;~~

~~evaluation of individual performance results in light of these goals and objectives;~~

~~evaluation of the competitiveness of each executive officer’s total compensation package; and~~

~~approval of any changes to the total compensation package, including, but not limited to, base salary, annual and long-term incentive award opportunities, payouts, and retention programs.~~

~~Following review and discussion, the Committee submits its recommendations for compensation for these executive officers to the independent members of our Board for approval.~~

~~The Committee is supported in its work by our Chief Human Resources Officer, his staff, and the Committee’s executive Compensation Consultant, as described below.~~

~~The Committee’s charter, which sets out its duties and responsibilities and addresses other matters, can be found on our website at www.prudential.com/governance.~~

~~Role of the Chief Executive Officer~~

Within the framework of the compensation programs approved by the Committee and based on management’s review of market competitive positions, each year our CEO recommends the level of base salary increase (if any), the annual incentive award, and the long-term incentive award value for our officers at the senior vice president level and above, including the other NEOs. These recommendations are based upon his assessment of each executive officer’s performance, the performance of the individual’s respective business or function, and retention considerations. The Committee reviews our CEO’s recommendations and approves any compensation changes affecting our executive officers as it determines in its sole discretion.

~~Our CEO does not play any role with respect to any matter affecting his own compensation, and is not present when the Committee discusses and formulates his compensation recommendation.~~

~~Role of the Compensation Consultant~~

The Committee has retained Frederic W. Cook & Co., Inc. as its executive Compensation Consultant. The Compensation Consultant reports directly to the Committee and the Committee may replace the Compensation Consultant or hire additional consultants at any time. A representative of the Compensation Consultant attends meetings of the Committee, as requested, and communicates with the Committee Chair between meetings.

The Compensation Consultant provides various executive compensation services to the Committee pursuant to a written consulting agreement with the Committee. Generally, these services include advising the Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relationship to performance.

~~During 2017, the Compensation Consultant performed the following specific services:~~

~~Provided a presentation on executive compensation trends and external developments.~~

~~Provided an annual competitive evaluation of total compensation for the NEOs, as well as overall compensation program share usage, dilution, and fair value expense.~~

~~Provided recommendations on CEO total direct compensation to the Committee at its February meeting, without prior review by our CEO.~~

~~Reviewed with our CEO his compensation recommendations with respect to the other NEOs.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		43

~~Compensation Discussion and Analysis~~

~~Reviewed Committee agendas and supporting materials in advance of each meeting, and raised questions/issues with management and the Committee Chair, as appropriate.~~

~~Reviewed drafts and commented on the CD&A and related compensation tables for the Proxy Statement.~~

~~Reviewed the compensation peer group used for competitive analyses.~~

~~Attended Committee meetings when requested by the Committee Chair.~~

~~The Compensation Consultant provided no services to management during 2017.~~

The Committee retains sole authority to hire the Compensation Consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement.

The total amount of fees paid to the Compensation Consultant for services to the Committee in 2017 was $121,264. The Compensation Consultant received no other fees or compensation from us, except for $3,400 to participate in a general industry survey of long-term compensation. The Compensation Committee has assessed the independence of the Compensation Consultant pursuant to the listing standards of The New York Stock Exchange and SEC rules and concluded that no conflict of interest exists that would prevent the Compensation Consultant from serving as an independent consultant to the Compensation Committee.

~~Compensation Peer Group~~

The Committee uses compensation data compiled from a group of peer companies in the insurance, asset management, and other diversified financial services industries generally selected from the Standard & Poor’s 500 Financials Index (the “Peer Group”). The Committee periodically reviews and updates the Peer Group, as necessary, upon recommendation of the Compensation Consultant. For 2017, the Committee, along with the Compensation Consultant, reviewed the implications of the spin-off of Brighthouse Financial, Inc. from MetLife, Inc. in considering the composition of the Peer Group and determined that no changes to the Peer Group were warranted at this time. We believe the Peer Group represents the industries with which we currently compete for executive talent, and also includes our principal business competitors.



Although included within the broad financial services sector, we exclude from the Peer Group companies such as property and casualty insurers and investment banking firms that predominantly offer different products, have substantially different business models and with whom we have less direct competition for executive talent. ~~For 2017, the Peer Group consisted~~Item 4 Approval of the ~~following 20 companies:~~

~~North American Life~~ ~~Insurance Companies~~	~~Consumer Finance~~ ~~Companies~~	~~Asset Management and~~ ~~Custody Banks~~	~~Diversified Banks~~

~~• AFLAC,Incorporated~~ ~~• LincolnNational~~ ~~• ManulifeFinancial Corporation~~ ~~• MetLife,Inc.~~ ~~• PrincipalFinancial Group~~ ~~• SunLife~~Prudential Financial, Inc.	~~• AmericanExpress~~ ~~Company~~ ~~• CapitalOne Financial Corporation~~	~~• AmeripriseFinancial, Inc.~~ ~~• TheBank of New York~~ ~~Mellon Corporation~~ ~~• BlackRock,Inc.~~ ~~• FranklinResources, Inc.~~ ~~• NorthernTrust~~ ~~Corporation~~ ~~• StateStreet Corporation~~	~~• Bankof America Corporation~~ ~~• CitigroupInc.~~ ~~• JPMorganChase & Co.~~ ~~• PNCFinancial Services Group, Inc.~~ ~~• U.S.Bancorp~~ ~~• WellsFargo & Company~~

~~Use of Competitive Data~~

We compete in several different businesses, most of which are involved in helping individuals and institutions grow and protect their assets. These businesses draw their key employees from different segments of the marketplace. Our executive compensation program is designed with the flexibility to be competitive and motivational within the various marketplaces in which we compete for executive talent, while being subject to centralized design, approval, and control.

~~The Committee relies on various sources of compensation information to ascertain the competitive market for our executive officers, including the NEOs.~~



44		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation Discussion and Analysis~~ 2021 Omnibus Incentive Plan

To assess the competitiveness of our executive compensation program, we analyze Peer Group compensation data obtained from peer company proxy materials as well as compensation and benefits survey data provided by national compensation consulting firms, such as Willis Towers Watson, McLagan Partners, and Mercer. As part of this process, we measure actual pay levels within each compensation component and in the aggregate. We also review the mix of our compensation components with respect to fixed versus variable, short-term versus long-term, and cash versus equity-based pay. This information is then presented to the Committee for its review and use.

The Committee generally compares the compensation of each NEO in relation to both the 50th and the 75th percentiles of the Peer Group for similar positions, as we are significantly above the median of the Peer Group in terms of size. In addition, the Committee takes into account various factors such as our performance within the Peer Group, the unique characteristics of the individual’s position, and any succession and retention considerations. In general, compensation levels for an executive officer who is new to a position tend to be at the lower end of the competitive range, while seasoned executive officers with strong performance who are viewed as critical to retain would be positioned at the higher end of the competitive range.

Generally, differences in the levels of total direct compensation among the NEOs are primarily driven by the scope of their responsibilities, differences in the competitive market pay range for similar positions, and considerations of internal equity.

~~Components of Our Executive Compensation Program~~

The principal components of our executive compensation program, purpose, key characteristic and type of performance measured (if applicable) are presented in the following table. We measure the program’s competitiveness both by comparing relevant market data with the target and actual amounts paid at each executive officer position as well as by salary grades, which are composed of many positions that we consider to have similar responsibilities.

~~Total Direct Compensation~~


~~Compensation Component~~	~~Purpose~~	~~Key Characteristic~~	~~Performance Measured~~
~~Base Salary~~	~~• Compensate executive officers fairly for the responsibility of the position held~~	~~Fixed~~	~~Individual~~
~~Annual Incentive Awards~~	~~• Motivate and reward executive officers for achieving our short-term business objectives~~ ~~• Provide balance by rewarding performance relative to our Peer Group~~	~~Variable~~	~~Corporate and Individual~~
~~Long-Term Incentive Awards~~	• Motivate executive officers by linking incentives to the achievement of our multi-year financial goals, our relative performance, and the performance of our Common Stock and book value over the long term ~~• Reinforce the link between the interests of our executive officers and shareholders~~	~~Variable~~	~~Corporate~~
~~Other Forms of Compensation~~
~~Compensation Component~~	~~Purpose~~	~~Key Characteristic~~
~~Health & Welfare, and Retirement Plans~~	~~• Provide benefits that promote employee health and support employees in attaining financial security~~	~~Fixed~~
~~Perquisites and Other Personal Benefits~~	~~• Provide a business-related benefit to our Company, and assist in attracting and retaining executives~~	~~Fixed~~
~~Post-Employment Compensation~~	~~• Provide temporary income following an executive’s involuntary termination of employment, and in the case of a change of control, also provide continuity of management~~	~~Fixed~~

In keeping with our commitment to diversity and inclusion in practice, the performance shares and units awarded in February 2018 to executives at the senior vice president level and above, and equivalents, are subject to a performance objective intended to improve the representation of diverse persons among our senior management over the 2018 through 2020 performance period:

~~If we meet our goal of increased representation of diverse persons by 5 percentage points or more over this period, payouts will be increased by up to 10%.~~

~~If there is no change in representation, payouts will be decreased by 5%.~~

~~If such representation decreases over this period, payouts will be decreased by up to 10%.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		45

~~Compensation Discussion and Analysis~~

The following discussion contains information regarding certain performance measures and goals. These measures and goals are disclosed in the limited context of our executive compensation program. Shareholders should not apply these performance measures and goals to other contexts.

~~FORMULAIC FRAMEWORK FOR INCENTIVE PROGRAMS~~

~~Awards under each of our incentive programs are funded at the level determined by our financial results relative topre-established~~ targets and performance relative to peer companies under formulas for each incentive program. The Board believes it generally should exercise limited or no discretion to increase our NEOs’ formula-based awards. For the annual incentive program, the formula uses three equally weighted performance metrics: (i) EPS results relative to our externally disclosed EPS targets; (ii) year-over-year growth in EPS; and (iii) relative ROE as compared to the North American Life Insurance subset of our Peer Group. Similarly, under our performance shares program beginning with awards made in 2017, payments are determined based on our average ROE results over the three-year performance period, as compared to both a performance scale set at the start of the period and the ROE results of the North American Life Insurance subset of our Peer Group over that period, giving equal weight to each. The Book Value Performance Program tracks our adjusted book value per share. Adjusted book value per share excludes the impact on attributed equity of accumulated other comprehensive income and of foreign currency exchange rate remeasurement included in net income or loss, as described in Appendix A to this Proxy Statement.

~~To more accurately reflect the operating performance of our business, the Committee has approved apre-determined~~ ~~framework of adjustments to our reported financial results for incentive program purposes. Generally, these adjustments are made to excludeone-time~~ or unusual items and external factors that are inconsistent with the assumptions reflected in our financial plans. The standard adjustments to reported financial results under our formulaic framework may vary from year to year and may have either a favorable or unfavorable impact on the funding of the Annual Incentive Award Pool and may affect other performance measures, such as the calculation of adjusted book value per share under our Book Value Performance Program.

~~Standard adjustments to reported financial results are made:~~

to exclude the impact of market unlockings in our individual annuities business (including, for 2017, adjustments to reflect updated estimates of profitability based on market performance in relation to our assumptions);

to exclude the impact of changes in our assumptions for investment returns, actuarial experience, and customer behavioral expectations (mortality, morbidity, lapse, and similar factors and reserve refinements);

~~to exclude integration costs associated with merger and acquisition activity (none in 2017);~~

~~for accounting changes not included in our annual operating plan (none in 2017);~~

~~to exclude earnings from specified classes ofnon-coupon~~ ~~investments outside of a range of-10%~~ to

+10% of the earnings on these investments that are included in the Company’s EPS guidance range (this resulted in an adjustment for 2017, as earnings on these investments exceeded our EPS guidance expectations by more than 10%); and

~~for other items not considered representative of the results of operations for the period or not included in guidance, as approved by the Committee:~~

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for 2017, we excluded from EPS the additional tax expense resulting from the limitation on the deductibility of executive compensation costs under the Tax Cuts and Jobs Act, which was adopted subsequent to the issuance of guidance, and

^¡

~~we excluded from adjusted book value per share as of year-end 2017 for purposes of our Book Value Performance Program the positive impact attributable to the adoption of the Tax Cuts and Jobs Act.~~

~~Direct Compensation Components~~

Annually, the Compensation Committee reviews the competitive analysis of total direct compensation for the NEOs. Based on this evaluation, the Committee may selectively adjust the base salary, annual incentive target, and long-term target amounts of the NEOs. In determining any adjustments, the Committee takes into account the following factors: level of experience and impact in the role; changes in market data; and compensation positioning overall and by component. Executives new to their current roles are

~~positioned towards the lower end of their competitive range while executives with more experience are generally positioned at the higher end of the range.~~

~~BASE SALARY~~



	46			~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation Discussion and Analysis~~

LOGO

~~are reviewed annually~~Restricted Stock, Restricted Units and ~~typically, are increased infrequently~~Dividend Equivalents

A share of Restricted Stock is a share of Common Stock that is subject to certain transfer restrictions and ~~then mostly~~forfeiture provisions for a specified period of time. A Restricted Unit is an unfunded, unsecured right (which may be subject to forfeiture or transfer restrictions) to receive a share of Common Stock or the cash value thereof at the ~~time~~end of a ~~change in position~~specified period of time. A Dividend Equivalent represents an unfunded and unsecured promise to pay an amount equal to all or ~~assumption of new responsibilities.~~

~~SALARY DECISIONS~~

~~None~~any portion of the ~~NEOs received an increase~~regular cash dividends that would be paid on a specified number of shares of Common Stock if such shares were owned by the Award recipient. Dividend Equivalents may be granted in connection with a grant of Restricted Units, Performance Shares or Other Stock-Based Awards. The Committee may, in its discretion, pay the value of Restricted Units and Dividend Equivalents in Common Stock, cash or a combination of both.

Unless otherwise determined by the Committee, the restrictions on Restricted Stock and Restricted Units will generally lapse over a period of three years in three approximately equal annual installments.

Similarly, unless otherwise determined by the Committee, Dividend Equivalents paid with respect to ~~base salary~~Restricted Units, Performance Shares and Other Stock-Based Awards will be determined based on the number of shares of Common Stock that become payable or that determine the value to be paid in respect of the Award taking into account, for the ~~2017~~Performance Shares, the level of performance ~~year.~~achieved.

Generally, a participant will, subject to specified restrictions and conditions, have all the rights of a shareholder with respect to shares of Restricted Stock, including but not limited to, the right to vote and the right to receive dividends. A participant will not have the rights of a shareholder with respect to Restricted Units or Dividend Equivalents.

Annual Incentive Awards

At the direction of the Committee, Awards with a performance cycle of one year or less may be made to participants and, unless determined otherwise by the Committee, shall be paid in cash based on achievement of specified performance goals.

Performance Shares

Performance Shares are Awards of units denominated in Common Stock. The number of the units may be determined over a performance cycle based on the satisfaction of performance goals. Performance Shares are payable in Common Stock.

Other Stock-Based Awards

Other Stock-Based Awards are Awards denominated in or related to our common stock. The Committee may elect to grant Other Stock-Based Awards on such terms and conditions as the Committee shall determine. The purpose of these Awards is to allow the Committee flexibility, consistent with the requirements of the rules applicable to New York Stock Exchange listed companies, to address particular situations, such as by issuing outright stock awards, selling shares as part of a compensatory award or settling cash based obligations in shares of our stock. Unless the Committee otherwise specifies at or after the date of grant of any Other Stock-Based Award, upon termination of the employment of any recipient of such award, the provisions of the 2021 Omnibus Plan applicable to awards of Restricted Stock will apply equally to Other Stock-Based Awards.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		37

Item 4 Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan

LOGO

Treatment of Awards on Termination of Employment

Under the 2021 Omnibus Plan, generally, unless the Committee determines otherwise as of the date of a grant of any Award or thereafter, Awards are treated as follows upon a participant’s termination of service, regardless of the Award’s otherwise applicable terms.

Resignation. If a participant voluntarily terminates service from the Company or any Affiliate:

●

Annual Incentive Awards: If the termination occurs before authorization of the payment of an Annual Incentive Award, the participant forfeits all rights to payment; and

●

All other Awards (including associated Dividend Equivalents): All other outstanding (and unexercised) Awards and associated Dividend Equivalents credited to the participant are forfeited.

Termination for Cause. If a participant’s service is terminated for “cause”:

●

Annual Incentive Awards: All rights to payment for Annual Incentive Awards are forfeited; and

●

All other Awards: All other outstanding (and unexercised) Awards and associated Dividend Equivalents credited to the participant are forfeited, and the Committee may require that the participant disgorge any profit, gain or benefit from any Award exercised or paid to the participant up to 12 months prior to the participant’s termination.

For purposes of the 2021 Omnibus Plan, “cause” includes dishonesty, fraud or misrepresentation; inability to obtain or retain appropriate licenses; violation of any rule or regulation of any regulatory or self-regulatory agency or of any policy of the Company or any subsidiary; commission of a crime; breach of a written covenant or agreement not to misuse property or information; or any act or omission detrimental to the conduct of the Company’s or any subsidiary’s business in any way.

Approved Retirement. If a participant’s employment terminates by reason of “Approved Retirement”:

●

Annual Incentive Awards: The participant will receive a pro-rated Annual Incentive Award based on actual achievement of the performance goals for the applicable performance cycle;

●

Options: All outstanding Options shall become immediately exercisable in full and may be exercised by the participant at any time prior to the expiration of the term of the Options or within five years following the participant’s Approved Retirement, whichever period is shorter;

●

Restricted Stock, Restricted Units and Other Stock-Based Awards (including associated Dividend Equivalents): Any restrictions will lapse as to outstanding Restricted Stock, Restricted Units, Other Stock-Based Awards and associated Dividend Equivalents and payment will generally be made within 74 days following the termination of employment (subject to any further delay as may be required to comply with the provisions of Code Section 409A); and

●

Performance Shares (including associated Dividend Equivalents): On the 60^th day following the end of the applicable performance cycle, the participant will receive a prorated payment for outstanding Performance Shares based on actual achievement of the performance goals for the performance cycle.

For purposes of the 2021 Omnibus Plan, “Approved Retirement” generally means termination of a participant’s employment, other than for “cause”: (i) on or after the normal retirement date or any early retirement date established under any defined benefit pension plan maintained by the Company or a subsidiary and in which the participant participates, (ii) on or after attaining age 55 and completing at least ten years of service (or a longer period of service, as the Committee shall determine from time to time) or (iii) on or after age 65.

Death or Disability. The 2021 Omnibus Plan also has default provisions for the treatment of Awards following termination of a participant’s service due to death or disability that have the effect of providing the beneficiaries of the deceased participant or the disabled participant the full benefit of the participant’s outstanding Awards, regardless of the period of service completed prior to the date of the termination. All Options would immediately become exercisable in full, all Restricted Stock would become vested, all Restricted Units, Other Stock-Based Awards and any Dividend Equivalents credited with respect thereto would become vested and payable, and all Performance Shares and any Dividend Equivalents credited with respect thereto would vest and be payable at target.


38		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Item 4 Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan

LOGO

Termination for Other Reasons. If a participant’s service terminates for any reason other than resignation, termination for cause, approved retirement, death or disability:

●

Annual Incentive Awards: If the termination occurs before authorization of the payment of an Annual Incentive Award, the participant forfeits all rights to payment;

●

Options: Options that are exercisable on the date of termination may be exercised at any time prior to the expiration date of the term of the Options or the 90th day following termination, whichever period is shorter;

●

Restricted Stock, Restricted Units and Other Stock-Based Awards (including associated Dividend Equivalents): Restrictions will lapse as to a prorated portion of outstanding Restricted Stock, Restricted Units and Other Stock-Based Awards and associated Dividend Equivalents and payment will generally be made within 74 days following the termination (subject to any further delay as may be required to comply with the provisions of Code Section 409A); and

●

Performance Shares (including associated Dividend Equivalents): The participant will receive a prorated payment for outstanding Performance Shares and associated Dividend Equivalents based on target achievement of the performance goals for the performance cycle within 74 days following the termination (for Covered Employees payment will be based on actual achievement of the performance goals and will be made after completion of the performance cycle).

Non-Transferability of Awards

Generally, no Awards granted under the 2021 Omnibus Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. The Committee may, in the Award agreement or otherwise, permit transfers of Nonstatutory Options, Restricted Stock and Other Stock-Based Awards to certain family members.

Adjustment in Capitalization

If certain corporate events occur, such as a change in capitalization, merger, spin-off, stock split, stock dividend, extraordinary cash dividend or similar event affecting the Common Stock (an “adjustment event”), the Committee shall adjust appropriately (a) the aggregate number and kind of shares of Common Stock available for Awards, (b) the aggregate limitations on the number of shares that may be awarded as a particular type of Award or that may be awarded to any particular participant in any particular period, and (c) the aggregate number and kind of shares subject to outstanding Awards and the respective exercise prices or base prices applicable to outstanding Awards, in the manner determined by the Committee. To the extent deemed equitable and appropriate by the Committee, and subject to any required action by the Company’s shareholders, with respect to any “adjustment event” that is a merger, consolidation, reorganization, liquidation, dissolution or similar transaction, any Award granted under the 2021 Omnibus Plan shall be deemed to pertain to the securities and other property, including cash, which a holder of the number of shares of Common Stock covered by the Award would have been entitled to receive in connection with such an adjustment event.

Change of Control

Upon the occurrence of a change of control of the Company, outstanding Awards will generally be treated as follows, regardless of the Award’s otherwise applicable terms:

●

No acceleration of vesting or exercisability, cancellation, cash payment or other settlement will occur with respect to any outstanding Awards if the Committee reasonably determines in good faith prior to the change of control that the Awards will be honored or assumed or equitable replacement awards will be made by a successor employer immediately following the change of control, and that such replacement awards will vest and payments will be made if a participant is involuntarily terminated without cause.

●

If the Committee reasonably determines in good faith that Awards will not be honored or assumed and equitable replacement awards will not be made by a successor employer immediately following the change of control, then (i) any Option will become fully exercisable, (ii) the restrictions for each share of Restricted Stock and each Restricted Unit will lapse and (iii) any Performance Share (that is not converted as described below) will be considered to have vested at target levels. The Committee may, in its discretion, provide for cancellation of each Award in exchange for a cash payment per share based upon the change of control price.

●

Unless the Committee otherwise determines, prior to a change of control, Performance Shares for which 50% of the performance period has elapsed and for which the Committee determines that performance is reasonably capable of being assessed will be converted into Restricted Units based on performance until the date of the change of control. Performance Shares for which less than 50% of the performance period has elapsed or for which performance is not reasonably capable of being assessed will be converted into Restricted Units based on the assumption that the Awards will be earned at target.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		39

Item 4 Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan

LOGO

For purposes of the 2021 Omnibus Plan, “change of control” means: (i) the acquisition, directly or indirectly, of Company securities representing at least 25% of the combined voting power of the outstanding securities of the Company by any “person” (within the meaning of Section 3(a)(9) of the Exchange Act); (ii) within any 24-month period, a change in the majority of the Board in existence at the beginning of such period; or (iii) the consummation of certain mergers, consolidations, recapitalizations or reorganizations, share exchanges, divisions, sales, plans of complete liquidation or dissolution, or other dispositions of all or substantially all of the Company’s assets, which have been approved by shareholders, if the Company’s shareholders do not hold a majority of the voting power of the surviving, resulting or acquiring corporation immediately thereafter.

Amendment/Termination

The Board of Directors may, at any time amend, modify, suspend or terminate the 2021 Omnibus Plan, in whole or in part, without notice to or the consent of any participant or employee; provided, however, that any amendment which would (i) increase the number of shares available for issuance under the 2021 Omnibus Plan, (ii) lower the minimum exercise price at which an Option or take any other action that would be prohibited under the 2021 Omnibus Plan that would have the effect of lowering the exercise price (or base price), or (iii) change the individual Award limits shall be subject to shareholder approval. No amendment, modification or termination of the 2021 Omnibus Plan may in any manner adversely affect any previously granted Award, without the consent of the participant.

New Plan Benefits; Market Value of Securities

Awards under the 2021 Omnibus Plan are based on the discretion of the Committee and/or the Company’s achievement of performance targets, and it is not currently possible to determine the amounts of future Awards. Accordingly, it is not possible to determine the amounts that will be received by employees participating in the 2021 Omnibus Plan in the future. As of March 12, 2021, the closing price of our common stock was $93.87 per share.

U.S. Federal Income Tax Implications

The following is a brief summary of the U.S. federal income tax consequences applicable to certain Awards granted under the 2021 Omnibus Plan, based upon the federal income tax laws in effect on the date of this Proxy Statement. This summary is not intended to be exhaustive, and the exact tax consequences may vary depending on each participant’s particular situation.

Options. A recipient of an Option will not have taxable income upon the grant of the Option. Upon the exercise of a Nonstatutory Option, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares on the date of exercise and the exercise price. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. The tax basis of the shares generally will be equal to the fair market value of the shares on the exercise date.

Upon the exercise of an ISO, the acquisition of shares will not result in taxable income to the participant, except possibly for purposes of the alternative minimum tax. The gain or loss recognized by the participant on a later sale or other disposition of the shares will either be long-term capital gain or loss or ordinary income, depending upon whether the participant holds the shares for the legally required period of two years from the date of grant and one year from the date of exercise. If the shares are not held for the legally required period, the participant will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise price, and the balance of the participant’s gain, if any, will be taxed as short-term or long-term capital gain, as the case may be.

Restricted Stock. A recipient of Restricted Stock will not have taxable income upon the grant of the Restricted Stock, unless the participant elects to be taxed at the time the Restricted Stock is granted rather than when it becomes vested. The shares of Restricted Stock will generally be subject to tax upon vesting as ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for the shares, if any.

Restricted Units, Performance Shares. A participant is not deemed to receive taxable income when a Restricted Unit or Performance Share is granted. When the Awards (and Dividend Equivalents, if any) are settled and paid, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of shares received less the amount paid for the Awards, if any.


40		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Item 4 Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan

LOGO

Other Stock-Based Awards. The tax treatment of an Other Stock-Based Award will depend on the nature and character of such Award. If it entails the current issuance of stock, the recipient of the Award will generally be subject to tax upon vesting as ordinary income in an amount equal to the fair market value of the shares at the time of vesting less the amount paid for the shares, if any. If it involves the issuance of any shares that are subject to forfeiture, the participant may elect to be taxed at the time the shares are granted (rather than when they become vested) in an amount equal to the fair market value of the shares minus the amount, if any, paid for the shares. If the award involves a promise to deliver shares or the cash value of shares at a future date, then the participant will recognize ordinary income at that time equal to the amount of cash and/or the fair market value of shares received less the amount paid for the Awards, if any.

The Company generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an Award. However, Code Section 162(m) can limit the federal income tax deductibility of compensation in excess of $1 million in any taxable year paid to certain persons treated as “covered employees.” Covered employees will generally include any executive officer whose compensation was required to be disclosed in our annual proxy statements for any fiscal year after 2016. The Company generally is not entitled to a tax deduction relating to amounts that are taxable as capital gain to a participant.

FOR

The Board of Directors recommends that shareholders vote “FOR” the approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		41

LOGO

Item 5

Shareholder Proposal Regarding
an Independent Board Chairman

In accordance with SEC rules, we have set forth below a shareholder proposal, along with the supporting statement of the shareholder proponent. The Company is not responsible for any inaccuracies it may contain. As explained below, our Board unanimously recommends that you vote “AGAINST” the shareholder proposal.

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California, 90278, beneficial owner of 75 shares of Common Stock, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at the Annual Meeting.

Proposal 5—Independent Board Chairman

Shareholder request that the Board of Directors adopt as policy, and amend the bylaws as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. This policy could be phased in for the next CEO transition.

If the Board determines that an independent Chair is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is temporarily waived if, in the unlikely event, no independent director is available and willing to serve as Chair.

This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing adopted this proposal topic in June 2020.

This proposal topic also received 40%-support at Prudential in 2018 and this increased substantially to 47%-support in 2020. This 47%-support likely represented a resounding majority vote from the shareholders who had access to independent proxy voting advice.

It is more important to have an independent Chairman of the Board when there is a weak Lead Director. Lead Director Mr. Thomas Baltimore was rejected by 33% of shares at both the 2019 and 2020 Prudential shareholder meetings. Mr. Charles Lowrey, Chairman and CEO, received the most 2020 negative votes after Mr. Baltimore. Based on the Prudential proxy the Board apparently thinks that the long list of Mr. Baltimore’s assignments is supposed to make up for his lack of shareholder support.

The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

Shareholders are best served by an independent Board Chair who can provide a balance of power between the CEO and the Board. The primary duty of a Board is to oversee the management of the company on behalf of shareholders. A CEO serving as Chair can result in excessive management influence on the Board and weaker oversight of management.

And our stock dropped a lot from $92 in February 2020.

It is also important to have an independent board chairman as the shareholder watchdog and help make up for the 2020 silencing of shareholders at shareholder meetings with the widespread substitution of online shareholder meetings. Online meetings, which are an engagement and transparency wasteland, are so easy for management that management will never want to return to in-person shareholder meetings.

With tightly controlled online shareholder meetings everything is optional. For instance management reporting on the status of the company and answers to shareholder questions are both optional.

And Goodyear management hit the mute button right in the middle of a formal shareholder proposal presentation at its 2020 shareholder meeting to bar constructive shareholder criticism.

Please vote yes: Independent Board Chairman—Proposal 5


42		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Item 5 Shareholder Proposal Regarding an Independent Board Chairman

LOGO

Board of Directors’ Statement in Opposition to the Proposal

Your Board recommends a vote against this proposal because it believes that it is in the best interest of our shareholders for the Board to have flexibility to determine the best person to serve as Board Chair, whether that person is an independent director or the CEO. Every year, the Governance Committee reviews and makes a recommendation on the appropriate governance framework for Board leadership. The Committee takes into consideration governance best practices, the facts and circumstances of our Board and feedback that we receive from our shareholders. Specifically, our Board proactively asks for feedback from our shareholders and regularly meets with our shareholders in various settings. In 2020, directors, as well as the Company’s Chief Governance Officer, engaged with investors regarding many issues, including our Board leadership structure. This feedback was presented to the Board. Many of our shareholders expressed the opinion that there is no “one size fits all” solution and that the Board’s fiduciary responsibility is best fulfilled by retaining the flexibility to choose the most effective leadership structure for the particular set of facts facing the Company at any point in time. In 2017, 2018, and 2020, a majority of our shareholders have voted against proposals that would mandate the Company’s leadership structure and eliminate Board discretion. The Governance Committee has most recently determined that Board leadership is best provided through the combination of a unified Chair and CEO, a clearly defined and significant Lead Independent Director role, active and strong committee chairs, and independent-minded, skilled, engaged, diverse and committed directors.

Prudential operates within the constructs of a highly regulated industry. Increased regulatory risk and the transformational changes in the industry create complexity for both regulators and insurers. Our Board believes communicating the Company’s sophisticated risk management programs and applicable regulatory frameworks requires the dedicated time, operational knowledge and expertise of our Chairman and Chief Executive Officer to interact directly and effectively with industry regulators.

Our Board believes that its current structure and governance policies allows itself to provide effective oversight of management. Our Lead Independent Director is elected annually by independent directors of the Board to serve a term of no longer than three years. In 2020, Christine Poon was elected to assume the role of Lead Independent Director from Thomas J. Baltimore, who had completed his three-year term. In addition, the Lead Independent Director has significant responsibilities that are described in detail in this Proxy Statement, including approval of all Board agendas and information sent to the Board, shareholder engagement, oversight of the annual Board evaluation process by an independent third party, Board refreshment and succession planning, and guiding the Board’s overall governance processes. In addition, we have posted videos of three of our Directors, who speak on various topics that are critical to the Board. We also refer you to the Lead Independent Director’s letter, which is contained in this Proxy Statement, as well as the Lead Independent Director Charter at www.prudential.com/governance. The skills, experience, dedication and time commitment of our Lead Independent Director all make her well-qualified to serve in this role.

AGAINST

Therefore, Your Board Recommends That You Vote

“AGAINST” This Proposal.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		43

LOGO

Voting Securities and Principal Holders

Beneficial Ownership

The following table shows all entities that are the beneficial owners of more than 5% of the Company’s Common Stock:


Name and Address of Beneficial Owner	Amount and Nature		Percent of Class

The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355		31,668,435⁽¹⁾		8.00%

BlackRock, Inc. 55 East 52nd Street New York, NY 10055		32,986,506⁽²⁾		8.3%

(1)	Based on information as of December 31, 2020 contained in a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group.

The Schedule 13G/A indicates that The Vanguard Group has sole dispositive

power with respect to 29,909,137 of the shares, shared dispositive power with respect to 1,759,298 of the shares, sole voting power with respect to none of the shares, and shared voting power with respect to 644,709 of the shares.

(2)

Based on information as of December 31, 2020 contained in a Schedule 13G/A filed with the SEC on January 29, 2021 by BlackRock, Inc. The Schedule 13G/A indicates that BlackRock, Inc. has sole dispositive power with respect to all of the shares, sole voting power with respect to 28,998,437 of the shares, and shared dispositive and voting power with respect to none of the shares.

To our knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of our Common Stock.

The following table sets forth information regarding the beneficial ownership of our Common Stock as of March 12, 2021, by:

●

each Director and Named Executive Officer (other than Mr. Pelletier who retired in April 2020), and

●

all current Directors and Executive Officers of Prudential Financial as a group.


Name of Beneficial Owner	Common Stock		Number of shares Subject to Exercisable Options		Total Number of Shares Beneficially Owned⁽¹⁾		Director Deferred Stock Units / Additional Underlying Units^(2)(3)(4)⁽⁵⁾		Total Shares Beneficially Owned Plus Underlying Units

Thomas J. Baltimore, Jr.		500				500		64,404		64,904

Gilbert F. Casellas		500				500		36,486		36,986

Martina Hund-Mejean		128				128		26,837		26,965

Wendy Jones		1,000				1,000		1,987		2,987

Karl J. Krapek		38,455				38,455		9,464		47,919

Peter R. Lighte		80				80		13,111		13,191

George Paz		500				500		13,107		13,607

Sandra Pianalto		451				451		12,645		13,096

Christine A. Poon		11,583				11,583		16,739		28,322

Douglas A. Scovanner		13,086				13,086		20,934		34,020

Michael A.Todman		2,950				2,950		13,111		16,061

Charles F. Lowrey		93,055		278,745		371,800		334,122		705,922

Robert M. Falzon		91,528⁶		202,551		294,079		263,747		557,826

Scott G. Sleyster		68,022		171,590		239,612		245,914		485,526

Andrew F. Sullivan		13,560		25,943		39,503		114,696		154,199

Kenneth Y. Tanji		24,678		84,581		109,259		105,857		215,116

All directors and executive officers as a group (22 persons)		402,996		905,038		1,308,034		1,580,786		2,888,820

1	Individual directors and executive officers as well as all directors and executive officers as a group beneficially own less than 1% of the shares of Common Stock outstanding, as of March 12, 2021.

Includes the following number of shares or share equivalents in deferred units through the Deferred Compensation Plan for Non-Employee Directors and the Prudential Insurance Company of America Deferred Compensation Plan, as to which no voting or investment power exists: Mr. Baltimore 64,404; Mr. Casellas, 36,486; Ms. Hund-Mejean, 26,837; Ms. Jones 1,987; Mr. Krapek 9,464; Mr. Lighte, 13,111; Mr. Paz, 13,107; Ms. Pianalto, 12,645; Ms. Poon, 16,739; Mr. Scovanner, 20,934; Mr. Todman, 13,111; Mr. Sleyster 102,440; and Mr. Sullivan 3,893.


44		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Voting Securities and Principal Holders

LOGO

Includes the following shares representing the target number of shares to be received upon the attainment of Company goals under the performance shares program described under “Compensation Discussion and Analysis”: Mr. Lowrey, 209,366; Mr. Falzon, 164,498; Mr. Sleyster, 88,731; Mr. Sullivan 70,177; and Mr. Tanji 66,141.

4	Includes the following unvested stock options: Mr. Lowrey, 90,063; Mr. Falzon, 71,617; Mr. Sleyster, 41,234; Mr. Sullivan 27,117; and Mr. Tanji 28,213.

5	Includes the following unvested restricted stock units: Mr. Lowrey, 34,693; Mr. Falzon, 27,632; Mr. Sleyster, 13,509; Mr. Sullivan 13,509; and Mr. Tanji 11,053.

6	Includes 1,100 shares held by The Falzon Family Private Foundation.

Equity Compensation Plan Information

The following table provides information as of December 31, 2020 regarding securities authorized for issuance under our equity compensation plans. All outstanding awards relate to our Common Stock.


	(a)			(b)			(c)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a))
Equity compensation plans approved by security holders—Omnibus Plan		13,734,611	⁽¹⁾		$74.88	⁽²⁾		9,906,113
Equity compensation plans approved by security holders—Director Plan		134,799						0
Equity compensation plans approved by security holders—PSPP⁽³⁾		0						8,650,015
Total equity compensation plans approved by security holders		13,869,410						18,556,128
Equity compensation plans not approved by security holders		0						0
Grand Total		13,869,410						18,556,128

(1)

Represents 4,958,118 outstanding stock options, 4,830,936 outstanding restricted stock units and 3,945,557 outstanding performance shares as of December 31, 2020 under our Omnibus Plan, including those granted as part of the Assurance IQ acquisition. The number of performance shares represents the number of shares that would be received based on maximum performance, reduced for cancellations and releases through December 31, 2020. The actual number of shares the Compensation Committee will award at the end of each performance period will range between 0% and 125% (between 0% and 100% for the performance shares related to the Assurance IQ acquisition) of the target number of units granted, based upon a measure of the reported performance of the Company relative to stated goals. Performance awards granted to senior management in 2018 include a stated goal related to inclusion and diversity that can modify the performance result by +/- 10%. The outstanding performance units will be settled only in cash and do not reduce the number of shares authorized under the Omnibus Plan, and so they are not reflected in this table.

(2)	Represents the weighted average exercise price of the stock options disclosed in column (a). The weighted average remaining contractual term of these stock options is 4.71 years.

(3)

The Prudential Financial, Inc. Employee Stock Purchase Plan is a qualified Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code, pursuant to which up to 26,367,235 shares of Common Stock were authorized for issuance, all of which have been registered on Form S-8. Under the plan, employees may purchase shares based upon quarterly offering periods at an amount equal to the lesser of (1) 85% of the closing market price of the Common Stock on the first day of the quarterly offering period, or (2) 85% of the closing market price of the Common Stock on the last day of the quarterly offering period.

Delinquent Section 16(a) Reports

Each Director and executive officer of the Company and any greater than 10% beneficial owner of Common Stock is required to report to the SEC, by a specified date, his or her transactions involving our Common Stock. Based solely on a review of the copies of reports furnished to us and related written representations, we believe that for transactions during 2020 all reports required by Section 16(a) were timely filed, except that one report for Thomas Baltimore, Director, reporting the purchase of shares of Common Stock was not timely filed due to administrative oversight.


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Compensation of Directors

The Corporate Governance and Business Ethics Committee reviews the compensation of our nonemployee directors periodically (generally every three years) and recommends changes to the Board when it deems appropriate.

The following table describes the components of the nonemployee directors’ compensation for 2020:


Compensation Element		Director Compensation Program

Annual Cash Retainer		$150,000, which may be deferred, at the director’s option

Annual Equity Retainer		$150,000 in restricted stock units that vest after one year (or, if earlier, on the date of the next Annual Meeting)

Board and Committee Fees		None

Chair Fee		$35,000 for the Audit and Risk Committees $30,000 for the Compensation Committee $20,000 for all other committees⁽¹⁾

Lead Independent Director Fee		$50,000

Meeting Fee for Members of the Company’s Corporate Social Responsibility Oversight Committee⁽²⁾		$1,250 per meeting (fee contingent on meeting attendance)

New Director Equity Award (one-time grant)		$150,000 in restricted stock units that vest after one year

Stock Ownership Guideline		Ownership of Common Stock or deferred stock units that have a value equivalent to six times the annual cash retainer to be satisfied within six years of joining the Board⁽³⁾

(1)	Includes other standing committees and any non-standing committee of the Board that may be established from time to time, but excludes the Executive Committee.

(2)

This is a committee comprising members of management and the Board. This committee typically meets on a separate day following the Board and Board committee meetings. The nonemployee directors on this committee currently consist of Messrs. Casellas and Lighte and Ms. Pianalto. The Corporate Social Responsibility Oversight Committee met three times in 2020.

(3)

As of December 31, 2020, each of our nonemployee directors satisfied this guideline, with the exception of Ms. Jones, who joined the Board in January 2021. Ms. Jones has six years from the date she joined the Board to fulfill the stock ownership requirement. For purposes of the stock ownership guideline, once a nonemployee director satisfies his or her stock ownership level, the director will be deemed to continue to satisfy the guideline without regard to fluctuation in the value of the Common Stock owned by the director.

We maintain a Deferred Compensation Plan for Nonemployee Directors (the “Plan”). Since 2011, 50% of the annual Board and committee retainer has been awarded in restricted stock units that vest after one year (or if earlier, on the date of the next Annual Meeting). A nonemployee director can elect to invest any cash or vested equity in accounts under the Plan that replicate investments in either shares of our Common Stock or the Fixed Rate Fund. The Fixed Rate Fund accrues interest in the same manner as funds invested in the Fixed Rate Fund offered under the Prudential Employee Savings Plan (“PESP”). As elected by the director, the Plan provides for distributions to commence upon or following termination of Board service or while a director remains on the Board.

Under our director compensation program, if a nonemployee director satisfies the stock ownership guideline, the restricted stock units granted as the annual equity retainer are payable upon vesting in cash or shares of our Common Stock (at the director’s option) and may be deferred beyond vesting at the director’s election. If a director does not satisfy the stock ownership guideline, the restricted stock units are automatically deferred until termination of Board service.


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Compensation of Directors

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2020 Director Compensation Table


	Fees Earned or Paid in

Name	Cash($)	Stock Awards($)⁽¹⁾	All Other Compensation($)⁽²⁾	Total($)

Thomas J. Baltimore	201,057	150,000		351,057

Gilbert F. Casellas	173,750	150,000	5,000	328,750

Martina Hund-Mejean	172,211	150,000	5,000	327,211

Wendy E. Jones⁽³⁾	0	0		0

Karl J. Krapek	160,962	150,000		310,962

Peter R. Lighte	152,500	150,000		302,500

George Paz	150,000	150,000	5,000	305,000

Sandra Pianalto	153,750	150,000	5,000	308,750

Christine A. Poon	220,031	150,000		370,031

Douglas A. Scovanner	185,000	150,000		335,000

Michael A. Todman	169,039	150,000	5,000	324,039

(1)

Represents amounts that are in units of our Common Stock. The amounts reported represent the aggregate grant date fair value of the restricted stock units granted during the fiscal year, as calculated under the Financial Accounting Standards Board’s Accounting Codification Topic 718 (“ASC Topic 718”). Under ASC Topic 718, the grant date fair value is calculated using the closing market price of our Common Stock on the date of grant, which is then recognized, subject to market value changes, over the requisite service period of the award. The aggregate balance in each of the nonemployee directors’ accounts in the Deferred Compensation Plan denominated in units (which includes all deferrals from prior years and earned units deferred in 2020) and their value as of December 31, 2020 were as follows: Mr. Baltimore: 63,613 and $4,966,267 ; Mr. Casellas: 36,038 and $2,813,487; Ms. Hund-Mejean: 26,507 and $2,069,401; Mr. Krapek: 13,244 and $1,033,959; Mr. Lighte: 12,950 and $1,011,007; Mr. Paz: 12,946 and $1,010,694; Ms. Pianalto: 12,454 and $972,284; Ms. Poon: 16,533 and $1,290,731; Mr. Scovanner: 21,762 and $1,698,959; and Mr. Todman: 12,950 and $1,011,007.

(2)	Amounts represent matching charitable contributions.

(3)	Ms. Jones joined the Board on January 4, 2021.


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Compensation
Discussion and Analysis

In this section, we describe the material components of our executive compensation program for our NEOs, whose compensation is set forth in the 2020 Summary Compensation Table and other compensation tables contained in this Proxy Statement. We also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation Committee of our Board (the “Committee”) arrived at the specific compensation decisions involving the NEOs for 2020.


2020 Named Executive Officers (NEOs) For purposes of this CD&A, the Summary Compensation Table, and other tables set forth in this Proxy Statement, our NEOs for the 2020 fiscal year were:
Charles F. Lowrey	Kenneth Y. Tanji	Robert M. Falzon	Scott G. Sleyster	Andrew Sullivan	Stephen Pelletier
Chairman & CEO	Executive Vice President & CFO	Vice Chairman	Executive Vice President & Head of International Businesses	Executive Vice President & Head of U.S. Businesses	Former Executive Vice President & Head of U.S. Businesses⁽¹⁾
⁽¹⁾ Mr. Pelletier transferred his functional management responsibilities as Head of U.S. Businesses on December 1, 2019 and retired from the Company on April 1, 2020.

Compensation Highlights

●

No Discretionary Adjustments or Pay Changes in Response to COVID-19. We did not change performance targets, apply discretion to formulaic funding and earnout calculations under our annual and long-term incentive programs, make special grants, or implement salary reductions or freezes in consideration of the impacts of COVID-19.

●

Modest Average NEO Target Pay Increases in 2021. Base salary and target incentive compensation levels for our NEOs were unchanged in 2020. In 2021, increases target total direct compensation for our NEOs by an average of 11% in consideration of maturity in role and market alignment.

●

Re-Alignment of LTI Vehicle Mix to be More Stock-Based and Performance Focused. We discontinued grants of Book Value Units and eliminated the portion of annual awards mandatorily deferred into our Book Value Performance Program, shifting target compensation from annual to long-term and increasing the proportion of pay delivered in shares versus cash. Stock options were also discontinued, increasing the proportion of LTI that is subject to performance requirements under our Performance Shares Program.

●

Performance Emphasis in Pay Mix. On average, 90% of our NEOs’ total direct compensation for 2020 was performance based.

●

Inclusion and Diversity Performance Modifier. Following the successful achievement of our goal to increase diverse representation among our senior management over 2018-2020 by 5%, we are again incentivizing Prudential’s senior leadership to increase Company diversity over 2021-2023, this time with multiple diversity goals, greater reach within the organization, and an emphasis on Black and LatinX representation. Because we are reaching additional levels in the organization, even more leaders will be held accountable to further improve diverse representation and the additional goal of improving the lived experience of our Black colleagues.

●

Pay for Performance. 2020 NEO annual incentive awards averaged 90% of target, consistent with the 2020 Company performance factor of 0.891.

●

Expansion of Peer Group for Performance Comparisons. Beginning with the 2021 performance year, we are expanding the Performance Peer Group that we compare our ROE performance against in both our annual and long-term incentive programs

●

Diversification of Performance Metrics. We are changing the metrics under our annual and long-term incentive plans to align with our strategic priorities and diversify metrics beyond ROE and EPS.


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Compensation Discussion and Analysis

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2020 NEO⁽¹⁾ Total Direct Compensation at a Glance

(thousands)

The following illustrations depict the amount and mix of pay delivered to our CEO and other NEOs for the 2020 performance year, including salary paid in 2020 and incentive awards granted in February 2021 for 2020 performance.

LOGO

⁽¹⁾	Mr. Pelletier is excluded from the displays on this page since he was not employed for the full performance year.

⁽²⁾	Represents averages for the NEOs as a group, excluding Messrs. Lowrey and Pelletier.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		49

Compensation Discussion and Analysis

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Consideration of Most Recent “Say on Pay” Vote

Following our 2020 Annual Meeting of Shareholders, the Committee reviewed the results of the shareholder advisory vote on NEO compensation (the “Say on Pay” Vote) that was held at the meeting with respect to the 2019 compensation actions and decisions for Mr. Lowrey and the other NEOs. Approximately 91.5% of the votes cast on the proposal were voted in support of the compensation of our NEOs. After careful consideration, and given the extensive changes we have made, the Committee did not make any changes to our executive compensation program and policies as a result of the most recent Say on Pay vote.

91.5^%

of the votes cast on the proposal

were voted in support of the

compensation of our NEOs.

Opportunity for Shareholder Feedback

The Committee carefully considers feedback from our shareholders regarding our executive compensation program. Shareholders are invited to express their views to the Committee as described under “Communication with Directors” in this Proxy Statement. In addition, the advisory vote on the compensation of the NEOs provides shareholders with an opportunity to communicate their views on our executive compensation program.

You should read this CD&A in conjunction with the advisory vote that we are conducting on the compensation of the NEOs (see “Item 3—Advisory Vote to Approve Named Executive Officer Compensation”). This CD&A, as well as the accompanying compensation tables, contains information that is relevant to your voting decision.


50		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Compensation Discussion and Analysis

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Philosophy and Objectives of Our Executive Compensation Program

The philosophy underlying our executive compensation program is to provide an attractive, flexible, and market-based total compensation program tied to performance and aligned with the interests of our shareholders. Our objective is to recruit and retain the caliber of executive officers and other key employees necessary to deliver sustained high performance to our shareholders, customers, and communities. Our executive compensation program is an important component of these overall human resources policies. Equally important, we view compensation practices as a means for communicating our goals and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements.

Overall, the same principles that govern the compensation of all our salaried employees apply to the compensation of our executive officers. Within this framework, we observe the following principles:

●

Hire and retain top-caliber executives: Executive officers should have base salaries and employee benefits that are market-competitive and that facilitate hiring and retention of world-class talent in our critical roles and high-caliber individuals at all levels;

●

Pay for performance: A significant portion of the compensation of our executive officers should vary with business performance and each individual’s contribution to that performance;

●

Reward long-term growth and profitability: Executive officers should be rewarded for achieving long-term results;

●

Align compensation with shareholder interests: The interests of our executive officers should be linked with those of our shareholders through the risks and rewards of the ownership of our Common Stock; and

●

Reinforce succession planning process: The overall compensation program for our executive officers should reinforce our robust succession planning process.

Incentive Compensation Programs

To create a strong link between our incentive compensation opportunities and our short-term and longer-term objectives, we use two specific programs: our Annual Incentive Program and our Long-Term Incentive Program. In 2020, we reviewed the metrics and design of both programs to ensure they are closely linked to our business strategy, are easily understood by employees, and maintain or increase their alignment with shareholder interests.

●

Annual Incentive Program.Our Annual Incentive Program is designed to reward strong financial and operational performance that furthers our short-term strategic objectives. Financial performance is determined based on three equally weighted annual performance metrics. For performance year 2020, these were:

–

EPS as compared to our pre-established EPS target;

–

year-over-year change in EPS; and

–

ROE relative to the median ROE of the North American Life Insurance subset of our Compensation Peer Group.

For performance year 2021, a transformation cost savings metric will replace year-over-year change in EPS.

●

Long-Term Incentive Program.Our Long-Term Incentive Program ties the majority of our executives’ target total compensation to the achievement of our multiyear financial results and other goals related to long-term value creation. For grants made in or prior to February 2020, we awarded:

–

performance shares that reward the achievement of our long-term ROE goals and increases in the market value of our Common Stock;

–

book value units that reward increases in adjusted book value per share (“BVPS”); and

–

stock options that reward increases in the market value of our Common Stock.

In February 2021, we discontinued the use of stock options and book value units, incorporating BVPS as a metric in our performance shares program. We also introduced restricted stock units (“RSUs”) and increased the proportion of long-term incentive compensation delivered in the form of performance shares. With these changes, the NEOs’ entire long-term incentive compensation for the 2021-2023 performance period is settled in and tied to the market value of our Common Stock.

Inclusion and Diversity

We view inclusion and all dimensions of diversity as a moral and business imperative and a long-standing source of competitive advantage. As such, we also include goals related to our commitments to advance inclusion, diversity, and racial equity as metrics within grants of performance shares in certain years. This inclusion and diversity metric applies a modifier of plus or minus 10% to our Company performance results.

After achieving our goals related to increasing diverse representation among senior leadership over the 2018-2020 performance period, for 2021-2023 we focused on expanding our inclusion and diversity commitments to additional levels across Prudential. Accordingly, the performance shares granted to all U.S.-based recipients in February 2021 contain an inclusion and diversity modifier that holds even more Prudential leaders accountable to further advance diverse representation across our organization and improve the lived experience of our Black colleagues.


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Compensation Discussion and Analysis

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Compensation Peer Group

Although included within the broad financial services sector, we exclude from the Compensation Peer Group companies such as property and casualty insurers and investment banking firms that predominantly offer different products, have substantially different business models and with whom we have less direct competition for executive talent.

Our Compensation Peer Group was unchanged in 2020, consisting of the following 20 companies:

North American Life

Insurance Companies

Consumer Finance

Companies

Asset Management and
Custody Banks

Diversified Banks

● AFLAC, Inc.

● Lincoln National

● Manulife Financial
Corporation

● MetLife, Inc.

● Principal Financial Group

● Sun Life Financial Inc.

● American Express
Company

● Capital One Financial
Corporation

● Ameriprise Financial, Inc.

● The Bank of New York
Mellon Corporation

● BlackRock, Inc.

● Franklin Resources, Inc.

● Northern Trust
Corporation

● State Street Corporation

● Bank of America Corporation

● Citigroup Inc.

● JPMorgan Chase & Co.

● PNC Financial Services Group, Inc.

● U.S. Bancorp

● Wells Fargo & Company

Performance Peer Group

ROE performance versus peers is a key performance measure under our Annual Incentive Program and our Performance Shares Program. Previously, we measured our relative ROE performance against the North American Life Insurance subset of the Compensation Peer Group (as listed above). Beginning with the 2021 performance year, the Committee expanded our Performance Peer Group to comprise 13 companies to better reflect our competitors in the current marketplace. Our ROE performance will now be measured versus this expanded Performance Peer Group for the 2021-2023 Performance Shares Program and for performance year 2021 Annual Incentive Awards.

The companies in the Performance Peer Group are:



● AFLAC, Inc. ● American Equity Investment Life Insurance Co. ● Athene ● Equitable Holdings ● Brighthouse Financial	● CNO Financial Group ● Globe Life ● Lincoln National ● MetLife, Inc.	● Principal Financial Group ● Reinsurance Group of America ● Unum Group ● Voya Financial

Use of Competitive Data

The Committee relies on various sources of compensation information to ascertain the competitive market for our executive officers, including the NEOs.

To assess the competitiveness of our executive compensation program, we analyze peer group compensation data obtained from proxy materials, as well as survey data provided by national compensation consulting firms, such as Willis Towers Watson, McLagan Partners and Mercer. As part of this process, we measure pay levels within each compensation component and in the aggregate. We also review market practices related to pay mix, incentive program design, and other compensation-related policies and practices.

The Committee reviews the compensation of executives in our Compensation Peer Group at least once per year. A broad range of data is considered for the Committee to ascertain whether the NEOs are appropriately positioned above or below the median to properly reflect various factors, such as our performance, the unique characteristics of each position, and applicable succession and retention considerations.

Generally, differences in the levels of total direct compensation among the NEOs are driven by tenure and an established track record of performance in their current and prior roles, along with the scope of their responsibilities, differences in the competitive market pay range for similar positions, and considerations of internal equity.


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Compensation Discussion and Analysis

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How We Make Compensation Decisions

In addition to rigorous policies, which are structured to create a strong and direct link between pay and performance, we are committed to protect and further our shareholders’ interests. Feedback obtained each year through engagement with our shareholders is incorporated into compensation-related decision-making. Our pay governance processes hold the three independent directors who comprise the Compensation Committee responsible for the oversight and approval of various activities and decisions.⁽¹⁾ These activities and decisions are guided by the recommendations and advice of both management (including our CEO, Chief Human Resources Officer, and the Executive Leadership Team (“ELT”)) and the Committee’s independent executive compensation consultant (FW Cook), as outlined below:



Activity	Levels Impacted	Management’s Role	Compensation Consultant’s Role
Set Competitive Target Compensation	CEO / Vice Chair	None⁽²⁾	Recommend
	ELT	Recommend	Advise
	SVPs	Recommend	Advise upon Request

Make Performance Based Compensation Decisions, Including Long-Term Incentive Grants and Approving Cash/Stock Payouts⁽³⁾	CEO / Vice Chair	None⁽²⁾	Recommend
	ELT	Recommend	Advise
	SVPs	Recommend	Review

Oversee Incentive Program Design, Terms and Conditions, Performance and Funding	CEO / Vice Chair	None⁽²⁾	Advise on Design
	ELT	Recommend	Advise on Design
	SVPs	Recommend	Review

Promote/Appoint Employees to Senior Executive Positions⁽³⁾	CEO / Vice Chair ELT & SVPs	N/A Recommend	Advise Advise upon Request

Incorporate Evolving Competitive and World-Class Governance Practices in Our Program	N/A	Adopt and Enforce	Advise and/or Recommend

⁽¹⁾	The Committee’s charter, which sets out its full list of duties and responsibilities and addresses other matters, can be found on our website at www.prudential.com/governance.

⁽²⁾	Our CEO and Vice Chairman do not play any role with respect to matters affecting their own compensation and are not present when the Committee discusses their recommendations.

⁽³⁾	In addition to Compensation Committee approval of the items listed, additional approval by the full Board of Directors is also required for awards, payouts, and appointments to senior executive positions.

The compensation consultant reports directly to the Committee and provided no services to management in 2020. The compensation consultant’s advisory services primarily include:

●

providing expert input on industry trends, as well as executive compensation developments from a broader perspective;

●

assessing the extent to which our pay levels and practices are competitively aligned with market practice; and

●

facilitating objective, data-based compensation decisions in succession and annual pay planning processes.

The Committee retains sole authority to hire the compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate and replace (or supplement) its engagement with an alternative consultant at any time.

The total amount of fees paid to the compensation consultant for services to the Committee in 2020 was $261,551. The compensation consultant received no other fees or compensation from us. The Committee has assessed the independence of the compensation consultant pursuant to the listing standards of the NYSE and SEC rules and concluded that no conflict of interest exists that would prevent the compensation consultant from serving as an independent consultant to the Committee.


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Compensation Discussion and Analysis

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Formulaic Framework for Incentive Programs

The determination of award levels for each of our incentive programs is formulaically driven by our financial results relative to pre-established targets and performance relative to peer companies. The Board believes it generally should exercise limited or no discretion to increase our NEOs’ formula-based awards. Each year, the Compensation Committee reviews the metrics underlying the formulaic approach of both our annual and long-term incentive programs and makes changes as appropriate to align with business strategy and shareholder interests. The metrics approved by the Committee for awards granted, earned, paid out, or still outstanding are described throughout this CD&A. For purposes of our incentive programs:

●

EPS is Earnings Per Share of Common Stock (diluted), based on after-tax adjusted operating income (“AOI”);

●

ROE is operating return on average equity (and for peer companies is based on a comparable financial metric determined from quarterly financial reports); and

●

Adjusted book value per share is based on Prudential Financial’s total equity excluding certain balance sheet items.

These compensation performance metrics are non-GAAP financial measures. Please see Appendix A for our calculation of these measures and a reconciliation to the most directly comparable GAAP financial measures.

To more accurately reflect the operating performance of our business, the Committee has approved a predetermined framework of adjustments to our reported financial results for incentive program purposes. Generally, these adjustments are made to exclude one-time or unusual items and external factors that are inconsistent with the assumptions reflected in our financial plans. The standard adjustments to reported financial results under our formulaic framework may vary from year to year and may have either a favorable or unfavorable impact on the measures used in our annual and long-term incentive programs.

Standard adjustments to reported financial results are made:

●

to exclude the impact of changes in our assumptions for investment returns, actuarial experience, and customer behavioral expectations (e.g., mortality, morbidity, lapse, and similar factors and reserve refinements);

●

to exclude integration costs or make other adjustments related to merger and acquisition activity (for 2020, we added back the earnings that were included in our 2020 plan attributable to businesses that were sold or treated as held for sale and reported in divested and run-off businesses in 2020, including Prudential of Korea and Prudential of Taiwan);

●

to exclude variable investment income (i.e., earnings from non-coupon investments and prepayment fee and call premium income from fixed maturity

investments) outside of a range of -10% to +10% of this income that is included in our annual financial plan (this resulted in an adjustment for 2020, as this income exceeded our expectations by more than 10%);

●

for accounting-related changes not included in our annual operating plan (there were none in 2020); and

●

for other items not considered representative of the results of operations for the period and not included in our financial plan, as approved by the Committee (for 2020, we excluded the unplanned write-off of unamortized debt issuance costs from our redemption of debt securities in September 2020).

Direct Compensation Components

Annually, the Compensation Committee reviews a competitive analysis of total direct compensation for the NEOs. Based on this evaluation, the Committee may selectively adjust the base salary, annual incentive award target, and long-term award target amounts of the NEOs. In determining any adjustments, the Committee takes into account the following factors: level of experience and impact in the role; changes in market data; and compensation positioning overall and by component. Executives new to their current roles are positioned towards the lower end of their competitive range while executives with more experience are generally positioned at the higher end of the range.

Base Salary

Base salary is the principal fixed component of the total direct compensation of our executive officers, including the NEOs, and is determined by considering the relative importance of the position, the competitive marketplace, and the individual’s performance and contributions. Base salaries are reviewed annually and, typically, are increased infrequently and then mostly at the time of a change in position or assumption of new responsibilities.

None of the NEOs received an increase to base salary in 2020. Effective March 1, 2021, Mr.Tanji received a salary increase of $50,000 to appropriately position his salary relative to his external and internal peers.


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Compensation Discussion and Analysis

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Annual Incentive Awards

At least once a year, the Committee reviews the Annual Incentive Program and makes changes as needed. ~~The Committee approved the 2017 Annual Incentive Program for our most senior executives, including the NEOs, on the following terms and conditions.~~

~~TARGET AWARD OPPORTUNITIES~~

~~The Committee left unchanged the~~A target ~~and maximum~~ annual incentive award ~~opportunity~~(“AIA”) established for each NEO annually provides a basis for each NEO’s award opportunity range, which was $0 to a maximum of 2 times the ~~NEOs~~individual’s target for ~~2017, which~~performance year 2020. As part of recent program design changes, this maximum was reduced beginning with performance year 2021 to 1.5 times the target. Additionally, AIA targets were ~~as follows:~~reduced from their target levels for performance year 2019, and long-term incentive (“LTI”) targets increased, in conjunction with the discontinuation of our former practice to defer a portion of each executive’s AIA into our Book Value Performance Program, a cash-based vehicle.

Named Executive Officers
Target Annual
Incentive Award
Opportunity

Maximum Annual
Incentive Award
Opportunity

John R. Strangfeld



$6,000,000



$12,000,000

Robert M. Falzon



$3,000,000



$  6,000,000

Mark B. Grier



$5,100,000



$10,200,000

Charles F. Lowrey



$4,000,000



$  8,000,000

Stephen Pelletier



$4,000,000



$  8,000,000

~~Each year, the Committee establishes an annual Performance Factor that is the primary driver in determining the amount of the~~Actual annual incentive awards for ~~our NEOs.~~

~~For 2017, we used~~ the ~~following process to determine this Performance Factor:~~

~~Establish Initial~~NEOs are primarily driven by the Final Performance Factor,

~~Consistent~~ which follows a formulaic calculation utilizing financial metrics determined at the outset of the performance period. The Committee selects metrics that it believes provide a balanced representation of the Company’s performance in a given year. In addition to these metrics, the Committee discusses with Mr. Lowrey (who, in turn, discusses with the ~~formulaic framework~~other NEOs) expectations regarding their individual performance for the year. For the 2021 performance year, Mr. Tanji’s target annual incentive award is increased from $1,260,000 to $1,550,000 to appropriately position his award opportunity relative to his external and internal peers.

Pre-Established 2020 & 2021 Annual Incentive Award Opportunity Ranges

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Calculating the 2020 Final Performance Factor for our Annual Incentive Program

The Committee’s principal consideration in determining annual incentive awards was the ~~Committee established an Initial~~2020 Final Performance Factor ~~based on~~of 0.891, representing the ~~following~~average of three financial ~~metrics, giving equal weight to each (~~~~i.e~~~~., each metric is weightedone-third):~~metrics:

~~EPS for 2017, on an AOI basis, assessed relative to our EPS target range (the “EPS Target Factor”);~~

●

EPS, on an AOI basis, assessed relative to our EPS target range (the “EPS Target Factor”);

~~Growth in EPS, on an AOI basis, for 2017 as compared to 2016 (the “EPS Growth Factor”); and~~

●

Change in EPS, on an AOI basis, versus the prior year (the “EPS Change Factor”); and

~~ROE for 2017 as compared to the median ROE for 2017 achieved by the North American Life Insurance subset of the Peer Group (the “Relative ROE Factor”).~~

~~The Initial Performance Factor was applied to the target annual incentive award opportunity for each NEO to determine that NEO’s annual incentive funding.~~

~~For purposes of the 2017 Annual Incentive Program, EPS and ROE were calculated as follows:~~

~~EPS is Earnings Per Share of Common Stock (diluted), based onafter-tax~~ ~~adjusted operating income (“AOI”).~~

~~ROE is determined usingafter-tax~~ AOI divided by adjusted book value, and for our peer companies is determined based on the comparable financial metric from each peer company’s quarterly financial reports, in each case, based on a rolling quarterly average for the four quarters ended September 30, 2017.

~~For more information regarding our 2017 annual measures of EPS, AOI, ROE, and adjusted book value, see Appendix A to this Proxy Statement.~~

~~We applied ourpre-set~~ ~~formulaic framework to our January 2018 estimate of our 2017 reported~~
●
ROE as compared to the median ROE achieved by the North American Life Insurance subset of the Compensation Peer Group (the “Relative ROE Factor”), using, in each case, our January 2021 estimates of 2020 AOI, EPS and ROE.


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Compensation Discussion and Analysis

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Standard Adjustments

We make standard adjustments to estimated AOI, EPS, and ROE under our formulaic framework that may vary from year to year and may have ~~either~~ a ~~favorable~~net positive or ~~unfavorable~~negative impact on ~~the funding of the Annual Incentive Award Pool.~~our estimates. For ~~2017,~~2020, these standard adjustments resulted in ~~the following changes~~a net positive impact to ~~EPS:~~EPS.


~~EPS (January Estimate)~~	$	~~10.42~~
~~Market Unlockings~~		~~-0.22~~
~~Actuarial Assumptions~~		~~+0.91~~
~~Non-Coupon~~ ~~Investments~~		~~-0.06~~
~~Other Items~~		~~+0.03~~
~~EPS (Annual Incentive Program)~~	$	~~11.08~~

The market unlockings adjusted our reported results for our Individual Annuities business to exclude the impact of actual equity market performance relative to our plan assumption. The adjustment for 2017 market unlockings reduced EPS under the Annual Incentive Program by approximately $0.22.

Annually, based on Company-specific data, industry data, and the current long-term economic outlook, we update our actuarial assumptions on long-term market returns ~~(equity and fixed income)~~ and customer behavioral expectations (e.g., mortality, morbidity, and lapses). These updates and related refinements result in a cumulative revaluation of our reserves and the carrying values of our deferred acquisition costs. While GAAP requires these updates to be reported in the current period, they are not representative of annual performance since they relate to outcomes in both prior and future years. For these reasons, they are excluded from EPS under the Annual Incentive Program (regardless of whether they are positive or negative). In ~~2017,~~2020, the adjustments to account for these updates increased EPS under the Annual Incentive Program by approximately ~~$0.91.~~$0.88.

We ~~also exclude~~limit the impact of variable investment income on the calculation of EPS under the Annual Incentive Program. We do so by excluding earnings from ~~specified classes of~~non-coupon investments and prepayment fee and call premium income that are outside of a range of-10% to +10% ~~of the earnings on these investments~~from that ~~are included~~assumed in our ~~EPS guidance range.~~annual financial plan. For ~~2017,~~2020, this



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		47

~~Compensation Discussion and Analysis~~

adjustment ~~reduced~~decreased EPS under the Annual Incentive Program by approximately ~~$0.06,~~$0.40 as ~~earnings on~~ these ~~investments~~earnings exceeded our ~~EPS guidance~~ expectations by more than 10%.

In 2020, our financial plan included a full year of earnings attributable to businesses that were subsequently sold or treated as held for sale and reported in divested and run-off businesses, such as Prudential of Korea and Prudential of Taiwan, and excluded from EPS at that time. As a result, we increased EPS under the Annual Incentive Program by approximately $0.40 to add back earnings from those businesses.

Other items not considered representative of operating results or included in our ~~2017 EPS guidance range~~annual financial plan are also excluded from EPS under the program. In ~~2017,~~2020, we ~~excluded~~added back to EPS unplanned costs from the ~~additional tax expense~~write-off of unamortized debt issuance costs resulting from ~~the limitation on the deductibility~~our redemption of ~~executive compensation costs under the Tax Cuts and Jobs Act, which was adopted subsequent to the issuance of guidance.~~debt securities in September 2020. This adjustment increased EPS under the Annual Incentive Program by approximately ~~$0.03.~~$0.06.

~~These~~In the aggregate, these standard adjustments under our~~pre-set~~ preset formulaic framework had a net positive effect of ~~$0.66 to~~$0.94 on EPS under the Annual Incentive Program. No discretionary adjustments were made in response to COVID-19.




EPS (January Estimate)	$	10.11

Actuarial Assumption Updates		+0.88

Variable Investment Income		-0.40

M&A Adjustments		+0.40

Other Items		+0.06

EPS (Annual Incentive Program)	$	11.05

Using EPS and ROE as adjusted above, we take the following steps to calculate the Final Performance Factor:

Step 1: Establish EPS Target Factor

The ~~following~~ table on the right depicts the EPS scale target range for ~~2017. This target range~~2020 which is aligned to our ~~publicly disclosed~~pre-established EPS ~~guidance range.~~target. Our adjusted EPS for ~~2017~~2020 of ~~$11.08~~$11.05 per share of Common Stock corresponds to an EPS Target Factor of ~~1.117.~~0.801.


	2020 EPS		EPS Target Factor⁽¹⁾

		$16.19 or above		1.50

		$12.70		1.05

Target Range		$12.45		1.00

		$12.20		0.95

		$8.72 or below		0.50

2017 EPS⁽¹⁾ EPS Target Factor⁽²⁾

$7.28 or below

0.50

$10.15

0.95

Target Range

$10.40

1.00

$10.65

1.05

$13.52 or above 1.50

~~(1)~~

~~Determined on an AOI basis, subject to certain adjustments.~~

~~(2)~~

~~The EPS Target Factor is interpolated on a straight-line basis between the EPS data points.~~

Step 2: Establish EPS ~~Growth~~Change Factor

Our adjusted EPS for ~~2017~~2020 was ~~$11.08 per share~~$11.05, a decrease of ~~Common Stock, an increase of $1.35~~$0.92 per share from our adjusted EPS of ~~$9.73~~$11.97 for ~~2016. This~~2019. 2020 EPS of $11.05 is 0.923 times 2019 EPS, which corresponds to an EPS ~~Growth~~Change Factor of ~~1.139.~~0.923.

Step 3: Establish Relative ROE Factor

Our adjusted ROE for ~~2017~~2020 was ~~13.9%~~12.0%, which is ~~0.9~~0.6 percentage points ~~higher~~lower than the median ~~2017~~2020 ROE for the North American Life Insurance subset of the Compensation Peer Group. This corresponds to a Relative ROE Factor of ~~1.075 based on the scale depicted below.~~0.950.

      ROE +/- Peer Median⁽¹⁾          Relative ROE Factor⁽²⁾

3%

      1.25



2%

      1.17



1%

      1.08



0%

      1.00



-1%

      0.92



-2%

      0.83



-3%

      0.75

~~(1)~~

~~Determined on an AOI basis, subject to certain adjustments as discussed above.~~

~~(2)~~

~~The Relative ROE Factor is interpolated on a straight-line basis between the ROE +/- Peer Median data points.~~

~~Step 4: Determine Final Performance Factor.~~

~~Weighting each of the EPS Target Factor (1.117), the EPS Growth Factor (1.139), and the Relative ROE Factor (1.075) byone-third,~~ ~~we arrived at an Initial Performance Factor of 1.110.~~

Once the Initial Performance Factor is determined, the Board believes it generally should not exercise meaningful discretion to increase the Performance Factor for strategic or other considerations. For the last four years, the Committee has not made any discretionary adjustments based on these considerations.

Based on the foregoing, the Final Performance Factor for 2017 was determined to be 1.110. This factor was then applied to the target award opportunity for each NEO to determine that NEO’s annual incentive award, with minor adjustments primarily due to rounding.

~~The following table summarizes the calculation of the Final Performance Factor.~~

~~Summary of 2017 Performance Factor Mechanics~~


~~Step 1: Establish EPS Target Factor~~
~~2017 EPS (on AOI basis)~~	$	~~10.42~~
~~Standard adjustments~~	$	~~0.66~~
~~EPS under Annual Incentive Program~~	$	~~11.08~~
~~EPS of $11.08 translates to an EPS Target Factor of~~		~~1.117~~⁽¹⁾
~~Step 2: Establish EPS Growth Factor~~
~~2017 EPS (on AOI basis)~~	$	~~10.42~~
~~Standard adjustments~~	$	~~0.66~~
~~EPS under Annual Incentive Program~~	$	~~11.08~~
~~2016 EPS under Annual Incentive Program~~	$	~~9.73~~
~~EPS Growth under Annual Incentive Program~~	$	~~1.35~~
~~EPS Growth of $1.35 translates to an EPS Growth Factor of~~		~~1.139~~
~~Step 3 : Establish Relative ROE Factor~~
~~2017 ROE Performance~~		~~13.9%~~
~~2017 Peer Median ROE Performance~~		~~13.0%~~
~~ROE performance as compared to median ROE performance for life insurer peers~~		~~0.9%~~
~~Favorable ROE of 0.9% translates to a Relative ROE Factor of~~		~~1.075~~⁽¹⁾
~~Step 4: Determine Final Performance Factor~~
~~EPS Target Factor (1.117) times 1/3~~		~~0.372~~
~~EPS Growth Factor (1.139) times 1/3~~		~~0.380~~
~~Relative ROE Factor (1.075) times 1/3~~		~~0.358~~
~~Initial Performance Factor~~		~~1.110~~

~~Discretionary Adjustments made by Committee for 2017~~		~~None~~
~~Final Performance Factor~~	~~1.110~~

~~(1)~~

~~Based on interpolation on the scales above.~~


ROE +/-Peer Median	Relative ROE Factor⁽¹⁾

3% or more		1.25

0%		1.00

-3% or less		0.75



48		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

(1) Interpolated on a straight-line basis between the data points displayed.

~~Compensation Discussion and Analysis~~

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

~~Annual Incentive Award Decisions for 2017~~

The principal driver of the actual annual incentive awards for the NEOs is the Final Performance Factor. The Committee also considers individual performance and contributions in determining final awards.

At the beginning of 2017, our CEO met with each of the other NEOs to outline and discuss with them the key factors for determining awards under our Annual Incentive Program and their expected contributions to that performance.


		~~Mr. Strangfeld~~Compensation Discussion and Analysis

						~~ANNUAL INCENTIVE AWARD DECISION~~ Based on the Final Performance Factor and the Committee’s evaluation of his performance, in February 2018, the Committee recommended, and the independent members of our Board approved, an annual incentive award of $6,660,000 for Mr. Strangfeld for 2017, or approximately 1.11 times his target ~~award amount. This award compares to an annual incentive~~ ~~award of $5,976,000 for 2016, representing an increase of 11.4%.~~ ~~Of the $6,660,000, $1,998,000 was mandatorily deferred into the~~ ~~Book Value Performance Program.~~

		~~KEY PERFORMANCE ACHIEVEMENTS~~ In assessing the individual performance of Mr. Strangfeld, our CEO, the Committee, and the independent members of our Board, considered the evaluation of his performance that was conducted by the Lead Independent Director of our Board and the Committee Chair. This evaluation identified and examined a broad range of corporate and individual performance factors, including:

Determination of 2020 Final Performance Factor

The table on the right summarizes the calculation of the Final Performance Factor for 2020.

• ~~After-tax~~ ~~AOI of $4.65 billion and EPS, based onafter-tax~~ ~~AOI, of $10.58 in 2017, reflecting strong core performance from our businesses. EPS, based onafter-tax~~ ~~AOI, increased 16% versus 2016;~~

~~• Operating return on average equity of 13% for 2017, at the high-end of our objective of 12% to 13% over the near to intermediate term;~~EPS Target Factor

• Growth in adjusted book value per share of our Common Stock to $88.28 at December 31, 2017 versus $78.95 per share at December 31, 2016, an increase of $9.33, or 12%, after payment of four quarterly dividends totaling $3.00 per share;*

• Returned $2.6 billion of capital to shareholders, including $1.3 billion through our share repurchase program and $1.3 billion in the form of Common Stock dividends. The Company has one of the highest dividend yields among its peers and targets the allocation of 65% of earnings over time towards capital distributions and accretive actions;

~~• Retirement account values of $429 billion at December 31, 2017, up 11% from a year earlier;~~

~~• Individual Annuities account values of $169 billion at December 31, 2017, up 8% from a year earlier;~~

~~• Investment Management’s assets under management of $1.155 trillion at December 31, 2017, up 11% from a year earlier;~~

~~• Group Insurancepre-tax~~ ~~adjusted operating income of $253 million for 2017, up 15% from 2016;~~

0.801

~~• Continued business growth in the International Insurance Division, including new and existing markets, with constant dollar insurance revenues up 4% from 2016;~~

• Implementation of a new organizational structure for our U.S. businesses that better reflects our focus on leveraging our mix of businesses and our digital and customer engagement capabilities;

~~• Introduction of new products and rebalancing of~~
~~product mix in order to adapt to changing market conditions, diversify risks and maintain appropriate returns;~~

~~• Meaningful progress in our short-term and long-term~~
~~leadership, talent, and succession planning priorities;~~

~~• The Company’s ongoing constructive engagement with the Federal Reserve and international and U.S. state regulators; and~~

• The Company’s leadership in efforts to revitalize Newark, NJ, making progress transforming the city into a more vibrant community. In the last decade alone, the Company has committed more than $1 billion to Newark.

* This increase includes a benefit of $2.74 per share as a result of the enactment of the Tax Cuts and Jobs Act in 2017.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		49

EPS Change Factor

~~Compensation Discussion and Analysis~~

~~OTHER NEOS~~

In the case of the other NEOs, Mr. Strangfeld formulated recommendations for each individual based on the Final Performance Factor and his assessment of their performance, and presented these recommendations to the Committee for its consideration. Based on the Final Performance Factor, as well as these recommendations and its own evaluation of their performance, the Committee recommended, and the independent members of our Board approved, the following annual incentive awards for each of the other NEOs:


	~~Mr. Falzon~~

		~~ANNUAL INCENTIVE AWARD DECISION~~ Consistent with the Final Performance Factor, Mr. Falzon’s annual incentive award was $3,330,000 or approximately 1.11 times his target award amount. This award compares to an annual incentive award of $2,990,000 for 2016, representing an increase of 11.37%. Of the $3,330,000, $999,000 was mandatorily deferred into the ~~Book Value Performance Program.~~

0.923	~~KEY PERFORMANCE ACHIEVEMENTS~~ ~~In assessing the individual performance of Mr. Falzon, the Committee identified and examined a broad range of corporate and individual performance factors, including:~~

	• ~~After-tax~~ ~~AOI of $4.65 billion and EPS, based onafter-tax~~ ~~AOI, of $10.58 in 2017, reflecting strong core performance from our businesses. EPS, based onafter-tax~~ ~~AOI, increased 16% versus 2016;~~ ~~• Operating return on average equity of 13% for 2017, at the high-end of our objective of 12% to 13% over the near to intermediate term;~~ • His acumen in capital management and cash flow planning, including the return of $2.6 billion to shareholders during 2017, through our share repurchase program and Common Stock dividends. The Company has one of the highest dividend yields among its peers and targets the allocation of 65% of earnings over time towards capital distributions and accretive actions; • His leadership on initiatives to reduce the Company’s use of financial leverage, resulting in a reduction of total debt outstanding by $600 million in 2017, while extending existing debt at a reduced cost;	~~• His effective oversight of our liquidity position, including the maintenance of $4.4 billion of highly liquid assets* at the parent company level at December 31, 2017;~~ • His key role in management of the statutory capital position of our insurance companies, resulting in a risk-based capital ratio of 410% for Prudential Insurance, 1,034% for PALAC, and a composite risk-based capital ratio for our major U.S. insurance subsidiaries of 529%, as of December 31, 2017 and strong solvency margins at our international insurance subsidiaries as ~~of that date;~~ ~~• His leadership of talent management and succession planning initiatives for the Finance organization;~~ ~~• His effective supervision of internal financial and accounting functions; and~~ ~~• His leadership in the Company’s ongoing engagement with the Federal Reserve and international and U.S. state regulators, as well as advocacy on new U.S. federal tax legislation.~~
	* Predominantly includes cash, short-term investments, U.S. Treasury securities, obligations of other U.S. government authorities and agencies, and/or foreign government bonds; excludes cash held in an intra-company liquidity account at Prudential Financial, Inc.



50		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

Relative ROE Factor

~~Compensation Discussion and Analysis~~


	~~Mr. Grier~~

		~~ANNUAL INCENTIVE AWARD DECISION~~ Consistent with the Final Performance Factor, Mr. Grier’s incentive award was $5,660,000 or approximately 1.11 times his target award amount. This award compares to an annual incentive award of $5,080,000 for 2016, representing an ~~increase of 11.42%. Of the $5,660,000, $1,698,000 was mandatorily deferred into the Book Value Performance Program.~~

0.950	~~KEY PERFORMANCE ACHIEVEMENTS~~ ~~In assessing the individual performance of Mr. Grier, the Committee identified and examined a broad range of corporate and individual performance factors, including:~~
	• ~~After-tax~~ ~~AOI of $4.65 billion and EPS, based onafter-tax~~ ~~AOI, of $10.58 in 2017, reflecting strong core performance from our businesses. EPS, based onafter-tax~~ ~~AOI, increased 16% versus 2016;~~ ~~• Operating return on average equity of 13% for 2017, at the high-end of our objective of 12% to 13% over the near to intermediate term;~~ • Growth in adjusted book value per share of our Common Stock, to $88.28 at December 31, 2017 versus $78.95 per share at December 31, 2016, an increase of $9.33, or 12%, after payment of four quarterly dividends totaling $3.00 per share;* • His leadership in enhanced capital management, including the return of $2.6 billion to shareholders during 2017, through our share repurchase program and Common Stock dividends. The Company has one of the highest dividend yields among its peers and targets the allocation of 65% of earnings towards capital distributions and accretive actions over time;	~~• His oversight of risk management, including the implementation of a comprehensive risk appetite framework;~~ • His acumen in capital deployment and business development, including a key role in the completion of the purchase of a leading provider of group life and personal accident insurance in Brazil, the formation of a life insurance joint venture in Indonesia, and the acquisition of a minority interest in a financial services firm in Ghana; and • His successful service as our Company’s and an industry spokesperson regarding the evolving regulatory initiatives affecting the insurance and financial services industries, and his leadership in the Company’s ongoing engagement with ~~the Federal Reserve and international and U.S. state regulators, as well as advocacy on new U.S. federal tax legislation.~~
	* This increase includes a benefit of $2.74 per share as a result of the enactment of the Tax Cuts and Jobs Act in 2017.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		51

Initial Performance Factor

~~Compensation Discussion and Analysis~~


~~Mr. Lowrey~~

		~~ANNUAL INCENTIVE AWARD DECISION~~ ~~Consistent with the Final Performance Factor, Mr. Lowrey’s incentive award was $4,440,000 or approximately 1.11 times~~ his target award amount. This award compares to an annual incentive award of $3,985,000 for 2016, representing an increase of 11.42%. Of the $4,440,000, $1,332,000 was mandatorily deferred into the Book Value Performance Program.0.891

~~KEY PERFORMANCE ACHIEVEMENTS~~⁽²⁾ ~~In assessing the individual performance of Mr. Lowrey, the Committee identified and examined a broad range of corporate and individual performance factors, including:~~
~~• His leadership of the International Businesses, including comprehensive succession planning;~~ ~~• His efforts in leading our International Businesses to earnpre-tax~~ ~~AOI of $3.2 billion for 2017, a 4% increase from 2016, excluding the impact of changes in currency exchange rates;~~ • His leadership in successfully navigating pricing changes necessitated by regulatory actions and maintaining sales levels consistent with last year, including a 15% increase in U.S. dollar product sales in 2017 compared to 2016;* • His contributions to the successful adaptation to current market conditions of major product lines serving death protection and retirement needs in our key international markets through multiple distribution channels, including a 16% increase in U.S. dollar product sales in Japan in 2017 compared to 2016;* * Sales are based on annualized new business premiums.	~~• His leadership in growing our Life Planner count by 2%, including achieving record levels in Japan and Brazil, and actions to improve Life Consultant standards;~~ ~~• His leadership of our Latin America operations that experienced continued business momentum in 2017;~~ ~~• His role in the Company’s constructive engagement with international regulators on emerging issues, including his leadership of an industry group in Japan that provided input~~ ~~on the development of revised insurance capital standards; and~~ • His role in helping drive expansion into new growth markets, including a key role in the completion of the purchase of a leading provider of group life and personal accident insurance in Brazil, the formation of a life insurance joint venture in Indonesia, and the acquisition of a minority interest in a financial services firm in Ghana.



52		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

Discretionary Adjustments made by the Committee

~~Compensation Discussion and Analysis~~


~~Mr. Pelletier~~

	None	~~ANNUAL INCENTIVE AWARD DECISION~~ Mr. Pelletier’s incentive award was $4,700,000, or approximately 1.18 times his target award amount, reflecting both the Final Performance Factor and the strong performance of our U.S. Businesses in 2017. This award compares to an annual incentive award of $3,985,000 for 2016, representing an increase of 17.94%. Of the $4,700,000, $1,410,000 was mandatorily deferred into the Book Value Performance Program.

~~KEY PERFORMANCE ACHIEVEMENTS~~ ~~In assessing the individual performance of Mr. Pelletier, the Committee identified and examined a broad range of corporate and individual performance factors, including:~~
• His leadership of the U.S. Businesses, including developing a more comprehensive customer focused strategy and related organizational structure to better leverage our mix of businesses and our digital and customer engagement capabilities, as well as executing succession plans to support the new organizational structure; ~~• His efforts in leading our Retirement and Individual Annuities businesses to achieve record account values at December 31, 2017, representing an increase of 11% and 8%, respectively;~~ • His instrumental role in the continued expansion of our leading position in the pension risk transfer market, including approximately $6 billion of new funded cases and $8 billion of longevity reinsurance cases in 2017; ~~• Our Retirement business recordedpre-tax~~ ~~adjusted operating income of $1.24 billion for 2017, an increase of 23% from 2016;~~ ~~• Our Individual Annuities business recordedpre-tax~~ ~~adjusted operating income of $2.2 billion for 2017, an increase of 25% from 2016;~~		• His contributions to the success of our Investment Management business, which had $1.155 trillion of assets under management as of December 31, 2017, up 11% from a year earlier, marking the 15th consecutive year of net positive institutional flows; ~~• Our Investment Management business recordedpre-tax~~ ~~adjusted operating income of $979 million for 2017, an increase of 24% from 2016;~~ ~~• His role in the improved results of our Group Insurance business, which recordedpre-tax~~ ~~adjusted operating income of $253 million for 2017, an increase of 15% from 2016; and~~ ~~• His role in the introduction of new products and rebalancing~~ ~~of product mix in order to adapt to changing market conditions, diversify risks and maintain appropriate returns.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		53

Final Performance Factor

~~Compensation Discussion and Analysis~~

0.891

(2) Average of EPS Target Factor, EPS Change Factor and Relative ROE Factor.

Long-Term Incentive Program

~~We provide a long-term incentive opportunity~~In order to motivate and reward our executive officers for their contributions toward achieving our business objectives, ~~by tying these~~long-term incentives comprise the majority of each NEO’s target total compensation opportunity, which is linked to ~~the performance of~~ our multiyear ROE, adjusted book value and Common Stock and book value over the long term, to further reinforce the link between the interests of our executive officers and our shareholders, and to motivate our executive officers to improve our multi-year financial performance.

~~TARGET AWARD OPPORTUNITIES~~

In February ~~2018,~~2021, the Committee established a target long-term award opportunity for each of the NEOs. To set these long-term award targets, the Committee considered:

●

a competitive market analysis of the NEO’s total compensation and the portion of total compensation provided as long-term incentives, relative to similar roles at companies in our Compensation Peer Group;

●

the Company’s and each NEO’s individual performance and his or her expected future contributions;

●

the NEO’s level of experience in his or her role; and

●

retention considerations.

The elimination of the ~~NEO’s total compensation and the~~mandatory deferral of a portion of ~~total compensation provided as~~each NEO’s annual incentive award into our Book Value Performance Program resulted in lower annual incentive targets – and contributed to higher long-term incentive targets – for the 2020 performance year. The value at target of long- term incentives ~~relative~~granted to ~~similar roles at companies~~our NEOs (other than Mr. Pelletier) in February 2021 are depicted in the table on the right.

In prior years, our ~~compensation peer group;~~

~~the NEO’s individual performance and his or her expected future contributions;~~

~~the NEO’s level of experience in his or her role; and~~

~~retention considerations.~~

~~The specific long-term target award opportunity for each NEO is as follows:~~

Named Executive Officers    Target Long-Term
Award Opportunity
John R. Strangfeld    $ 10,000,000
Robert M. Falzon    $ 4,000,000
Mark B. Grier    $ 8,000,000
Charles F. Lowrey    $ 4,750,000
Stephen Pelletier    $ 4,750,000

~~Our~~ practice iswas to grant long-term incentive awards annually into officers at the ~~form of~~senior vice president level and above using a ~~balanced~~ mix of performance shares, ~~and units,~~ stock options, and book value units. Beginning with the February 2021 grants, 75% of an NEO’s target long-term award opportunity is delivered in performance shares and 25% in restricted stock units (“RSUs”). The number of performance shares (at target) and RSUs awarded to an NEO is determined by dividing the value of the award by the closing market price of our Common Stock on the grant date.


Named Executive Officer	Target Long-Term Award Opportunity

Charles F. Lowrey	$	11,300,000

Kenneth Y. Tanji	$	3,600,000

Robert M. Falzon	$	9,000,000

Scott G. Sleyster	$	4,400,000

Andrew Sullivan	$	4,400,000

LOGO

Performance Shares

Performance shares align the majority of our NEOs’ long-term incentives to the achievement of goals that are established each year to drive long-term performance. The Committee selects metrics for the performance shares program that it believes will provide a balanced indication of the Company’s success over each ensuing three-year period. In recent years, the Committee selected ROE relative to both the Company’s financial plan and the performance of life insurer peers, which provided an opportunity for 0-1.25 times the target number of shares to be earned.

In February 2021, we used growth in adjusted book value per share relative to our ~~officers~~financial plan as a performance metric (replacing ROE relative to plan), expanded our ROE performance peer group and expanded the opportunity range to 0-1.5 times the target number of shares. Additionally, we reviewed and expanded our inclusion and diversity goals which applied a +/-10% modifier to the 2018-2020 performance shares plan for our NEOs and other senior leaders. For the 2021-2023 performance period, a broader group of leaders will be held accountable to improve diverse representation at senior and departmental leadership levels. This includes a focus on increasing the ~~level~~percentage of ~~senior vice president~~our Black and ~~above, including~~LatinX colleagues in leadership positions, as well as improving the ~~NEOs, in amounts that are consistent with competitive practice.~~lived experience of our Black employee population as measured by employee engagement scores.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		57

Compensation Discussion and Analysis

LOGO

Performance Share Awards

The ~~mix~~NEOs currently have three performance share awards outstanding. In February 2021, the Committee granted the performance share awards for the 2021-2023 performance period. The key features of ~~long-term incentives granted~~these outstanding awards are:


Performance Measures, Weights, and Targets	Method to Determine Number of Shares to be Awarded

2019-2021 and 2020-2022 Performance Periods
		Absolute ROE	Absolute ROE Factor⁽¹⁾	ROE +/-Peer Median	Relative ROE Factor⁽¹⁾
Final payout will be 0-1.25 times the target number of shares based:		14.0% or more	1.25	3% or more	1.25
● ½ on average ROE vs. plan		12.5%	1.00	0%	1.00
● ½ on average ROE vs. the median ROE of the North American Life Insurance subset of the Compensation Peer Group		11.0%	0.75	-3%	0.75
		10.0% or less	0.00	-4% or less	0.00


2021-2023 Performance Period
		BVPS Growth	BVPS Growth Factor⁽¹⁾	ROE +/-Peer Median	Relative ROE Factor⁽¹⁾
Final payout will be 0-1.65 times the target number of shares based:		10.5% or more	1.50	4% or more	1.50
● ½ on average annual BVPS growth		7.0%	1.00	3%	1.25
● ½ on average ROE vs. the median ROE of the Performance Peer Group ● with an inclusion and diversity modifier of +/-10% based:		3.5%	0.50	0%	1.00
		less than 3.5%	0.00	-3%	0.75
				-4% or less	0.00

–

¹/₃ on increasing the representation of diverse employees in top positions

–

¹/₃ on increasing the representation of diverse employees at the level below Vice President

–

¹/₃ on improvements to the lived experience of our Black employees as measured via employee engagement scores

A positive modifier applies if we achieve or exceed these goals, and a negative modifier applies if we maintain status quo or see a decrease in ~~2017~~diverse representation and Black employee engagement, as more fully described and quantified below.

2021-2023 Inclusion and Diversity Talent Goals

Prudential is committed to improving diverse representation at leadership levels and improving the ~~NEOs~~lived experience of our Black colleagues. For 2021-2023, our Inclusion and Diversity Modifier is ~~shown in the table below:~~determined by averaging factors ranging from -10% to +10% for each of three goals:

1) Increase the diverse⁽²⁾ representation among the leaders in our top ~600 U.S. positions by 10%

As part of this, increase representation of Black/LatinX employees by at least 25%

Change in Representation⁽¹⁾

Change in Black/LatinX Representation⁽¹⁾

Increase by 10% or more

+5%

LOGO

Increase by 25% or more

+5%

No Change

-5%

Increase by 20% or less

Decrease by 2% or more

-10%

2) Increase the representation of people of color⁽³⁾ in U.S. positions one level below Vice President by 8%

As part of this, increase representation of Black/LatinX employees by at least 25%

Change in Representation⁽¹⁾

Change in Black/LatinX Representation⁽¹⁾

Increase by 8% or more

+5%

LOGO

Increase by 25% or more

+5%

No Change

-5%

Increase by 20% or less

Decrease by 2% or more

-10%


~~Performance Shares~~ 3) Close the gap in the employee engagement (EQ) scores of our Black employees relative to other employees (average of EQ scores measured in 2022 & 2023)	Gap in EQ Scores of our Black Employees⁽¹⁾
	Improve to 0 points or less	+10%
	No change (3 points)	-2%
	Decline to 5 points or more	-10%

⁽¹⁾	Interpolated on a straight-line basis between the data points displayed.

⁽²⁾	Our definition of “diverse” includes people of color, women, LGBTQ+, differently-abled, and ~~Units~~veterans.

⁽³⁾	Our definition of “people of color” includes Black, Hispanic, Asian, Pacific Islander, Native American, Alaskan natives, and Hawaiian natives.

For performance shares, ROE is determined using after-tax AOI divided by adjusted book value and is subject to the standard adjustments described earlier in this CD&A. BVPS growth is defined as the average of the annual growth rates in adjusted book value per share for each year in the performance period. Our calculation of ROE and BVPS is shown in Appendix A.

Dividend equivalents are paid retroactively on the lower of (i) the final number of performance shares paid out and (ii) the target number of shares.


58		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT


	60	%
~~Stock Options~~ Compensation Discussion and Analysis		20	%
~~Book Value Units~~		20	%

~~Long-term incentive~~

Performance Share Payouts for the 2018–2020 Performance Period

In February 2021, the NEOs received payouts with respect to the performance share and unit awards ~~may also be~~that were granted ~~when an individual is promoted~~in February 2018 for the 3-year performance period ended December 31, 2020. The Committee decided to ~~a senior executive position to recognize~~settle both the ~~increase in the scope of his or her role~~performance share and ~~responsibilities. From time to time, we may make special~~unit awards in Common Stock (aside from a relatively small portion of performance units that the ~~form of restricted stock units~~NEOs had previously elected to ~~recognize major milestones, or selective~~defer, that remain cash-settled). These awards ~~in situations involving a leadership transition.~~

~~In addition, for all long-term incentive awards granted in 2017, the total payout amount to any NEO subject to Section 162(m) may not exceed 0.4% of the highestpre-tax~~ ~~AOI reported for any of the three fiscal years ended prior to the year of payment, provided that there is positive AOI in~~were paid at least one fiscal year during which the award is outstanding for at least 276 days of that year. For annual incentive payments relating to 2017 there is a separate limit for any NEO subject to Section 162(m) of 0.4% of our 2017~~pre-tax~~ ~~AOI.~~

~~PERFORMANCE SHARES AND UNITS~~

Performance shares and units align the majority of our long-term incentive values to: (i) the achievement of our ROE objective and (ii) our relative performance as compared to life insurer peers, in each case over a three-year performance period. Award payouts generally range from 0% to 125% of1.064 times the target number of shares and ~~units. For the February 2015 awards with respect to the 2015 to 2017 performance period and the February 2016 awards with respect to the 2016 to 2018 performance period, the preliminary payout is~~units initially awarded, based 50% on ~~the~~our average ROE ~~achievement over the three-year~~ performance ~~period relative to the goals~~against our financial plan set at the start of the period ~~as established by the Committee, subject to a relative performance modifier. The modifier provides a balance between absolute performance~~ and 50% on our average ROE performance relative to the North American Life Insurance subset of ~~the~~our Compensation Peer Group, which was subsequently adjusted by an inclusion and isdiversity modifier based on the ~~Company’s~~achievement of our three-year ~~performance in ROE, book value per share growth and EPS growth. The modifier increases or decreases the award payment~~goal of increasing diverse representation by ~~up to 10% within the 0% to 125% range.~~5% among our senior leadership.

The earnout factor of 1.064 for these awards was determined as follows:

●

As of December 31, 2020, our 3-year average ROE was 12.51%, which corresponds to an Absolute ROE Factor of 1.001 based on the scale depicted on the right.


Absolute ROE		Absolute ROE Factor⁽¹⁾
14.0% or more		1.25
12.5%		1.00
11.0%		0.75
10.0% or less		0.00

●

As of September 30, 2020, our 3-year average ROE was 13.5%, which is 0.8 percentage points lower than the median 3-year average ROE for the North American Life Insurance subset of our Compensation Peer Group. This corresponds to a Relative ROE Factor of 0.933 based on the scale depicted on the right.


ROE +/-Peer Median		Relative ROE Factor⁽¹⁾
3% or more		1.25
0%		1.00
-3%		0.75
-4% or less		0.00

●

As of December 31, 2020, our diverse representation among senior management increased 5 percentage points above our baseline at year-end 2017. This corresponds to a diversity modifier of +10% based on the scale depicted on the right.

●

No discretionary adjustments were made in response to COVID-19.


Diverse % Change vs. Baseline		Modifier⁽¹⁾
+5% or more		1.10
+3%		1.05
+1%		1.00
No change		0.95
-1%		0.93
-2% or less		0.90

(1) Interpolated on a straight-line basis between the data points displayed.

●

The 1.001 and 0.933 factors were averaged to arrive at a 0.967 preliminary earn-out factor, which was then multiplied by 1.10 to yield a final earn-out factor of 1.064.

The final performance share/unit payouts to the NEOs in February 2021 for the 2018-2020 performance period were:


Named Executive Officers	Target Number of Shares/Units Awarded		Actual Number of Shares/Units Awarded

Charles F. Lowrey		23,380		24,878

Kenneth Y. Tanji		3,570		3,800

Robert M. Falzon		19,690		20,952

Scott G. Sleyster		14,768		15,714

Andrew F. Sullivan		4,924		5,240

Stephen Pelletier		23,380		24,878

Restricted Stock Units (RSUs)

Beginning in 2021, NEOs receive 25% of their long-term incentive awards in RSUs. One third of the RSUs granted will vest in each of the three years following the grant date.



54 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~59

Compensation Discussion and Analysis

LOGO

~~For the~~Book Value Performance Program

Effective with our long-term incentive grants in February 2017 awards with respect to the 2017 to 2019 performance period and the February 2018 awards with respect to the 2018 to 2020 performance period, the preliminary payout is based on two equally weighted financial metrics: (i) average ROE achievement over the three-year performance period relative to the goals set at the start of the period2021, we incorporated adjusted book value per share (“BVPS”) as established by the Committee and (ii) average ROE achievement over the three-year performance period relative to the median ROE results over this period of the North American Life Insurance subset of the Peer Group. This methodology for thea metric in our performance shares ~~and units~~ program ~~further solidifies the balance between absolute performance and performance relative to life insurer peers. Accordingly,~~with pre-established targets for growth over a three-year period. This replaces the use of cash-settled book value units that were previously granted under our Book Value Performance Program. We also discontinued the mandatory deferral of a ~~relative performance modifier was eliminated starting with the February 2017 awards.~~

~~In addition, the February 2018~~portion of annual incentive awards ~~with respect~~into book value units. Nevertheless, portions of previously granted book value units vested and were paid to the ~~2018 to~~NEOs in 2020, ~~performance period granted to executives at~~and additional cash payouts on these book value units will continue through February 2023.

Under the senior vice president level and above and equivalents (including the NEOs) are subject to a modifier that can increase (or decrease) the payout by up to 10% based on the achievement of our diversity and inclusion goals over the three-year performance period.

Performance unit awards are denominated in share equivalents and have the same value as the performance share awards on the award payment date. Dividend equivalents are paid retroactively on the final number of performance shares and units paid out, up to the target number of shares and units.

~~ROE is determined usingafter-tax~~ AOI divided by adjusted book value. The ROE figures are also subject to standard adjustments as part of our formulaic framework. Also, for the February 2018 awards with respect to the 2018 to 2020 performance period, we will incorporate prepayment fee and call premium income into the exclusion we make currently for earnings on non-coupon investments outside of a range of -10% to +10% of these earnings that are assumed in our EPS guidance range. This change is consistent with our external reporting of prepayment fee and call premium income and earnings on non-coupon investments.

While the program allows the Committee to make a discretionary adjustment by up to 15% of the earned shares and units based on quantitative and qualitative factors, the Committee has rarely exercised discretion and did not exercise discretion for the 2015 awards that paid out in February 2018.

~~STOCK OPTIONS~~

~~Stock options provide value based solely on stock price appreciation. Stock options are granted with a maximum term of ten years.One-third~~ of the option grants vest on each of the first three anniversaries of the date of grant. The exercise price is based on the closing market price of a share of our Common Stock on The New York Stock Exchange on the date of grant.

~~BOOK VALUE PERFORMANCE PROGRAM~~

~~The~~ Book Value Performance Program, ~~is intended to link the incentive payments to a measure of book value per share—a key metric in valuing insurance companies, banks, and investment firms that is closely followed by investors. We~~we calculate ~~adjusted book value per share~~BVPS by dividing our adjusted book value by the number of ~~shares of~~ our ~~Common Stock~~diluted shares outstanding. Our calculations of adjusted book value and ~~adjusted book value per share, as described in Appendix A to this Proxy Statement,~~BVPS exclude certain balance sheet items that are not, and may never be, reflected in the income ~~statement.~~statement, as described in Appendix A. Unlike the financial measures based on AOI that are used in other aspects of our executive compensation program, the ~~adjusted book value per share~~BVPS metric takes into consideration realized gains and losses in our investment portfolio. The Tax Cuts and Jobs Act enacted in December 2017 had a beneficial impact on our adjusted book value due to the remeasurement of net deferred tax liabilities resulting from the reduction in the U.S. tax rate. The Committee excluded this benefit, amounting to $2.74 per share, from the calculation of adjusted book value per share as of December 31, 2017.

~~The key features of the Book Value Performance Program for our NEOs are:~~

~~Awards are granted and denominated in book value units that are funded from two sources:~~

–

~~the allocation of 20% of a participant’s long-term incentive award value for the year as determined by the Committee; and~~

–

~~a mandatory deferral of 30% of their annual incentive award.~~

~~Once granted, these units track the value of book value per share of Common Stock, excluding total accumulated other comprehensive income and thenon-economic~~ ~~effects of foreign currency exchange rate remeasurement ofnon-yen~~ ~~liabilities and assets included in net income or loss.~~

~~One-third~~ ~~of a participant’s annual award of book value units is distributed in cash in each of the three years following the year of grant.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		55

Change in Adjusted Book Value Per Share ⁽¹⁾

Adjusted Book Value Per Share 12/31/19

$101.04

~~Compensation Discussion and Analysis~~BVPS increases (or decreases) as a result of the Company’s net income (or loss). BVPS decreases when the Company pays dividends on its Common Stock. BVPS may also increase or decrease due to other items, including share repurchase activity.

(1)	Excluding total accumulated other comprehensive income, the cumulative impact of gains and losses resulting from foreign currency exchange rate ~~remeasurement and the remeasurement of certain deferred taxes included in net income.~~

remeasurement.

(2)	Does not include the impact of changes in share count or adjustments to earnings for purposes of calculating diluted earnings per share.

(3)	Represents a $1.2 billion impact from the enactment of the Tax Cuts and Jobs Act; excludes $1.7 billion, or $3.85 per share reported in net income from the remeasurement of deferred tax assets and liabilities originally established through accumulated other comprehensive income.

~~(4)~~

Includes realized investment gains and losses and related charges and adjustments, ~~and~~ results from divested ~~businesses.~~

and run-off businesses, and other impacts.

~~(5)~~	(4) Includes amounts related to the cumulative effect of changes in accounting principles and foreign currency exchange rate remeasurement formerly recorded in accumulated other comprehensive income.
	Adjusted Operating Income⁽²⁾	$10.15
	Other Earnings ltems⁽³⁾	$(11.07)
	Net lncome⁽²⁾	$(0.92)
	Dividends	$(4.40)
	Share Repurchases	$0.34
	Other⁽⁴⁾	$(1.27)
	= Change in Adjusted Book Value Per Share	$(6.25)
	Adjusted Book Value Per Share 12/31/20	$94.79

~~For a reconciliation of Adjusted Book Value to the most comparable GAAP measure, see Appendix A to this Proxy Statement.~~

The NEOs’ awards, distributions and accumulated holdings under the Book Value Performance Program are as follows:


Name													Number of Book Value Units Held at January 1, 2020 ^(#)		Value of Book Value Units Held at January 1, 2020⁽¹⁾^($)		Value of Book Value Units Distributed in 2020⁽²⁾^($)		Value of Book Value Units Awarded in 2020⁽³⁾^($)		Number of Book Value Units Held at December 31, 2020^(#)		Value of Book Value Units Held at December 31, 2020⁽⁴⁾^($)
	Number of Book Value Units Held at January 1, 2017 (#)		Value of Book Value Units Held at January 1, 2017¹ ($)		Value of Book Value Units Distributed in 2017² ($)		Value of Book Value Units Awarded in 2017³ ($)		Number of Book Value Units Held at December 31, 2017 (#)		Value of Book Value Units Held at December 31, 2017⁴ ($)
John R. Strangfeld		115,339		9,106,014		4,764,238		3,792,916		103,036		8,813,699
Charles F. Lowrey														56,592		5,677,634		2,780,211		3,017,661		58,542		5,549,196

Kenneth Y. Tanji														10,372		1,042,219		474,475		1,021,110		15,725		1,490,573

Robert M. Falzon		44,052		3,477,905		1,701,451		1,697,030		43,996		3,763,418		44,083		4,422,903		2,164,861		2,430,113		46,399		4,398,161
Mark B. Grier		95,643		7,551,015		3,950,579		3,124,052		85,174		7,285,784
Charles F. Lowrey		70,519		5,567,475		2,951,704		2,195,600		60,942		5,212,979

Scott G. Sleyster														22,003		2,205,874		1,129,899		1,454,572		25,045		2,374,016

Andrew F. Sullivan														10,620		1,065,707		515,204		841,158		13,749		1,303,268

Stephen Pelletier		50,899		4,018,476		1,878,096		2,095,570		53,692		4,592,814		49,366		4,949,363		2,520,059		2,060,105		44,432		4,211,709

(1)

Represents the aggregate market value of the number of book value units held at January 1, ~~2017~~2020 obtained by multiplying ~~the book value per share~~BVPS of ~~$78.95~~$101.04 as of December 31, ~~2016~~2019 by the number of book value units ~~outstanding.~~outstanding for units granted in 2018 and 2019, and multiplying BVPS (adjusted for the Tax Act) of $96.68 by the number of outstanding book value units granted prior to 2018.

(2)	Represents the aggregate market value distributed ~~on March 2, 2017 for all NEOs~~in 2020.

(3)	Represents the aggregate market value awarded on February ~~14, 2017 for all NEOs.~~11, 2020.

(4)	Represents the aggregate market value of the number of book value units held at December 31, ~~2017~~2020 obtained by multiplying ~~the book value per share~~BVPS of ~~$85.54~~$94.79 as of December 31, ~~2017~~2020 by the number of book value units outstanding.

~~LONG-TERM INCENTIVE AWARD DECISIONS FOR 2017~~

In February 2018, the Committee granted long-term incentive awards to each of the NEOs. The award amount was based upon the competitive analysis of long-term incentive compensation and total direct compensation for each of the NEOs. To determine the amount of the specific long-term incentive award for each NEO, the Committee considered each individual’s performance during 2017 and market data for the comparable executive officer position at the companies in the Peer Group, as well as his or her potential future contributions to the Company, the current value of prior year long-term incentive awards and retention considerations.



56		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation Discussion and Analysis~~

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

These awards were granted in the form of performance shares (30%), performance units (30%), stock options (20%), and book value units (20%) under the Book Value Performance Program (in addition to the mandatory deferral of 30% of each NEO’s annual incentive award under this program). The Committee determined that this long-term incentive mix would appropriately reward the NEOs for their 2017 performance, motivate them to work towards achieving our long-term objectives, further reinforce the link between their interests and the interests of our shareholders, and provide a balanced portfolio composed of performance shares and units (which provide value based upon attainment of specific performance goals and performance relative to peers), stock options (which provide value based solely on stock price appreciation) and book value units (which provide value based on changes in our adjusted book value per share).

The following table presents the long-term incentive awards granted to each NEO in February 2018, including our Book Value Performance Program, and includes the mandatory deferrals of 30% of their annual incentive award. Awards are expressed as dollar compensation values in the table. These awards generally will not be reported in the Summary Compensation Table until 2019. For discussion of the long-term incentive awards granted in February 2017 for 2016 performance and included in this year’s Summary Compensation Table, see the CD&A in our 2017 Proxy Statement.

Named Executive Officer

Compensation Value of
Book Value Units⁽¹⁾

Compensation Value of
Stock Options

Compensation Value of
Performance Shares

Compensation Value of
Performance Units



Total

John R. Strangfeld

3,998,000

2,000,000

3,000,000

3,000,000



11,998,000

Robert M. Falzon

1,799,000

800,000

1,200,000

1,200,000



4,999,000

Mark B. Grier

3,298,000

1,600,000

2,400,000

2,400,000



9,698,000

Charles F. Lowrey

2,282,000

950,000

1,425,000

1,425,000



6,082,000

Stephen Pelletier

2,360,000

950,000

1,425,000

1,425,000



6,160,000

~~(1)~~

Includes amounts that were mandatorily deferred from the Annual Incentive Program (30%) that total $1,998,000 for Mr. Strangfeld; $999,000 for Mr. Falzon; $1,698,000 for Mr. Grier; $1,332,000 for Mr. Lowrey, and $1,410,000 for Mr. Pelletier.

~~PERFORMANCE SHARE AND PERFORMANCE UNIT AWARDS~~

The NEOs currently have three performance share and unit awards outstanding. In February 2018, the Committee granted the performance share and unit awards for the 2018 to 2020 performance period. The key features of these three awards are as follows:


~~Performance~~ ~~Period~~	~~Performance~~ ~~Measures~~	~~Performance Measure~~ ~~Targets~~	~~Shares/Units to be Awarded~~ ~~Relative to Performance~~ ~~Measure Targets~~	~~Actual Number of Shares/Units Awarded~~
~~2016–2018~~	~~- ROE~~ ~~- Adjusted by a Relative~~ ~~Performance Modifier, based~~ ~~on:~~ ~~ROE~~ ~~Book value per share growth~~ ~~EPS growth~~	~~Average ROE of 13% for the 2016 through 2018 performance period~~ ~~Relative Performance Modifier:~~ ~~Weighted average relative performance representing the median for ROE, book value per share growth and EPS growth.~~	~~0% at 10.5% ROE or below~~ ~~100% at target ROE of 13%~~ ~~125% at 14% ROE or above~~ ~~In each case assuming a relative performance modifier of zero percent.~~	~~Between 0% and 125% of the target award opportunity based on average ROE relative to performance measure targets (as shown to the left)~~ ~~As adjusted by the relative performance modifier.~~ ~~To be determined by the Committee in February 2019~~
~~2017–2019~~	~~- ROE~~ ~~and~~ ~~- Relative ROE versus life~~ ~~insurer peer group~~ ~~Weighted equally~~	~~Average ROE of 12% for the performance period~~ ~~and~~ ~~Average ROE equal to the median performance of the North American Life Insurance subset of the Peer Group for the performance period~~	~~ROE Measure~~ ~~0% at 9.5% ROE or below~~ ~~100% at target ROE of 12%~~ ~~125% at 13.5% ROE or above~~ ~~Relative ROE Measure~~ ~~0% if relative ROE trails peer group by 4% or more~~ ~~100% if relative ROE equals peer group~~ ~~125% if relative ROE exceeds peer group by 3% or more~~	~~Between 0% and 125% of the target award opportunity based on:~~ ~~• average ROE relative to performance measure targets (as shown to the left)~~ ~~and~~ ~~• average ROE relative to the median performance of the North American Life Insurance subset of the Peer Group (as shown to the left)~~ ~~To be determined by the Committee in February 2020~~
~~2018–2020~~	~~- ROE~~ ~~and~~ ~~- Relative ROE versus life~~ ~~insurer peer group~~ ~~Weighted equally~~ ~~- Diversity and Inclusion~~ ~~Objective~~	~~Average ROE of 12.5% for the performance period~~ ~~and~~ ~~Average ROE equal to the median performance of the North American Life Insurance subset of the Peer Group for the performance period~~ ~~Diversity and Inclusion Objective:~~ ~~Improve representation of diverse persons in senior management by 5 percentage points over 2018 through 2020 performance period~~	~~ROE Measure~~ ~~0% at 10% ROE or below~~ ~~100% at target ROE of 12.5%~~ ~~125% at 14% ROE or above~~ ~~Relative ROE Measure~~ ~~0% if relative ROE trails peer group by 4% or more~~ ~~100% if relative ROE equals peer group~~ ~~125% if relative ROE exceeds peer group by 3% or more~~ ~~Employee Diversity~~ –~~10% if representation decreases by 2 percentage points or more~~ –~~5% if no change in representation~~ ~~+10% if representation increases by 5 percentage points or more~~	~~Between 0% and 137.5% of the target award opportunity based on:~~ ~~• average ROE relative to performance measure targets (as shown to the left)~~ ~~and~~ ~~• average ROE relative to the median performance of the North American Life Insurance subset of the Peer Group (as shown to the left)~~ ~~and~~ ~~• change in the representation of diverse persons in senior management (as shown to the left)~~ ~~To be determined by the Committee in February 2021~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		57

~~Compensation Discussion and Analysis~~

~~Performance Goals~~

The Performance Shares and Units Program aligns long-term compensation to the achievement of our multi-year ROE goals and our relative performance as compared to our life insurance peers. Under the 2016-2018 program, our target ROE objective was 13%. Reflecting the effects of a sustained low interest rate environment, our target ROE goal decreased to 12% for the 2017-2019 program. Based on updated~~multi-year~~ ROE projections that consider the estimated impact of the Tax Cuts and Jobs Act, the target ROE objective under the 2018-2020 program was increased to 12.5%. As indicated in the previous table, the threshold level of ROE performance to earn any award, and the ROE achievement required to earn a maximum award, have been aligned to these changes in our multi-year ROE goals.

For awards outstanding as of year-end 2017, the Committee excluded the impact of the Tax Cuts and Jobs Act from the calculation of the Company’s ROE for the fourth quarter of 2017 and expects to similarly exclude this impact from the ROE calculations for the 2018 and 2019 performance periods.

~~2015-2017 Performance Period~~

~~In February 2018, the NEOs received payouts with respect to the performance share and unit awards that were granted in~~

February 2015 for the three-year performance period ended December 31, 2017. These awards were paid at 1.104 times the target number of shares and units initially awarded based on our average ROE relative to our ROE targets for the three- year performance period, and adjusted for the relative performance modifier.

~~Average ROE over~~

~~the 2015-2017~~Compensation Discussion and Analysis

~~Performance Period~~

~~Goal:~~

~~13.5%~~

~~Actual~~⁽¹⁾:

~~13.57%~~

~~Earnout Factor:~~

~~1.104~~

~~(1)~~

~~Actual figures are subject to standard adjustments as under the Annual Incentive Program for each year.~~

~~The final award payments to the NEOs in February 2018 for the 2015 to 2017 performance period were:~~

Named Executive Officers


Target Number of
Shares/Units Awarded⁽¹⁾


Actual Number of
Shares/Units Awarded⁽¹⁾

John R. Strangfeld



62,044



68,498

Robert M. Falzon



21,898



24,176

Mark B. Grier



51,096



56,410

Charles F. Lowrey



32,848



36,266

Stephen Pelletier



29,198



32,236

~~(1)~~

~~Target and actual number of awards are 50% shares and 50% units.~~



	58			~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Supplemental Compensation Analysis~~

LOGO

~~Compensation~~

~~Supplemental Compensation Analysis~~

~~TOTAL DIRECT COMPENSATION~~

The following table illustrates the Committee’s perspective on the total direct compensation (base salary, annual incentive award, and long-term incentives) of the NEOs for the 2016 and 2017 performance years. This table is not a substitute for the compensation tables required by the SEC and included under “Executive Compensation” contained in this Proxy Statement. However, we believe it provides a more accurate picture of how the Committee viewed its compensation actions for the NEOs based on our performance for each of these two years:

Named
Executive Officer
   2016
Compensation 2017
Compensation Percentage
Change
John R. Strangfeld

Base Salary
   $ 1,400,000 $ 1,400,000 0.00%
Annual Incentive
   $ 5,976,000 ⁽¹⁾ $ 6,660,000 ⁽²⁾ 11.45%
Long-Term Incentive⁽³⁾
   $ 10,000,000 $ 10,000,000 0.00%
Total
   $ 17,376,000 $ 18,060,000 3.94%
Robert M. Falzon

Base Salary
   $ 770,000 $ 770,000 0.00%
Annual Incentive
   $ 2,990,000 ⁽¹⁾ $ 3,330,000 ⁽²⁾ 11.37%
Long-Term Incentive⁽³⁾
   $ 4,000,000 $ 4,000,000 0.00%
Total
   $ 7,760,000 $ 8,100,000 4.38%
Mark B. Grier

Base Salary
   $ 1,190,000 $ 1,190,000 0.00%
Annual Incentive
   $ 5,080,000 ⁽¹⁾ $ 5,660,000 ⁽²⁾ 11.42%
Long-Term Incentive⁽³⁾
   $ 8,000,000 $ 8,000,000 0.00%
Total
   $ 14,270,000 $ 14,850,000 4.06%
Charles F. Lowrey

Base Salary
   $ 770,000 $ 770,000 0.00%
Annual Incentive
   $ 3,985,000 ⁽¹⁾ $ 4,440,000 ⁽²⁾ 11.42%
Long-Term Incentive⁽³⁾
   $ 5,000,000 ⁽⁴⁾ $ 4,750,000 -5.00%
Total
   $ 9,755,000 $ 9,960,000 2.10%
Stephen Pelletier

Base Salary
   $ 770,000 $ 770,000 0.00%
Annual Incentive
   $ 3,985,000 ⁽¹⁾ $ 4,700,000 ⁽²⁾ 17.94%
Long-Term Incentive⁽³⁾
   $ 4,500,000 $ 4,750,000 5.56%
Total
   $ 9,255,000 $ 10,220,000 10.43%

~~(1)~~

Thirty percent of this amount was mandatorily deferred into the Book Value Performance Program, which is part of the Long-Term Incentive Program. These amounts total $1,792,800 for Mr. Strangfeld, $897,000 for Mr. Falzon, $1,524,000 for Mr. Grier, $1,195,500 for Mr. Lowrey, and $1,195,500 for Mr. Pelletier.

~~(2)~~

Thirty percent of this amount was mandatorily deferred into the Book Value Performance Program, which is part of the Long-Term Incentive Program. These amounts total $1,998,000 for Mr. Strangfeld, $999,000 for Mr. Falzon, $1,698,000 for Mr. Grier, $1,332,000 for Mr. Lowrey, and $1,410,000 for Mr. Pelletier.

~~(3)~~

Represents the compensation value of long-term awards for each performance year. For example, the long-term values under the “2017 Compensation” column represent awards made in February 2018 for the 2017 performance year, excluding amounts mandatorily deferred from the annual incentive awards.

~~(4)~~

~~2016 Long-Term Incentive compensation value for Mr. Lowrey includes a special one-time supplemental grant of $250,000 recognizing his contributions on talent development and succession planning.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		59

~~Supplemental Compensation Analysis~~

~~REPORTED CHANGES IN PENSION VALUES~~

As part of its compensation review, the Committee considered the dollar amount of the change in pension value for Mr. Strangfeld and the other NEOs for 2017. The Company determines the change in pension value using assumptions consistent with those used for financial reporting purposes. For the Company’s financial statements as of and for the year ended December 31, 2017, we refined an assumption relating to the form of benefit payment used in calculating benefits under the Supplemental Retirement Plan. We also changed the interest rate assumption we use to calculate lump sum payments under the plans to more closely align with certain interest rate assumptions used in actuarial modeling for our insurance businesses. The change in the present value of Mr. Strangfeld’s pension for 2017 was $7,972,080, of which $5,172,714 resulted from the changes described above. These changes resulted in less significant increases for the other NEOs. The remainder of the change in the pension value for 2017 for Mr. Strangfeld and the other NEOs is driven by a number of factors, including their respective years of service, age and earnings, as well as changes in the level of interest rates and life expectancy assumptions used to calculate the pension plan obligations.

Pension values may fluctuate significantly from year to year as a result of the factors described above. For example, if interest rates were to rise, it is possible that Mr. Strangfeld’s change in pension value in future years could even be a negative amount (as it has been for certain past years). Given this inherent volatility, the Compensation Committee will continue to monitor future pension accruals for Mr. Strangfeld and the other NEOs. The Traditional Pension Formula that applies to Mr. Strangfeld was closed to employees hired on or after January 1, 2001.

~~TOTAL SHAREHOLDER RETURN~~

~~The chart below shows our absolute Total Shareholder Return (“TSR”) and percentile ranking relative to the 20 companies in our Peer Group over the three time periods indicated.~~

      Total Shareholder Return



1-Year


3-Year


5-Year

Cumulative TSR



14%



40%



149%

Annualized TSR



14%



12%



20%

Percentile Rank



23%



51%



66%

~~Prudential is the only life insurer among our Peer Group that is subject to Federal regulation as anon-bank~~ ~~systemically important financial institution (“SIFI”).~~

The discussion of our SIFI status and our subsequent designation began in 2012 with our designation occurring in 2013. We believe this occurrence, as well as the questions on the additional regulatory requirements that might accompany this designation, among other factors, may have negatively impacted our TSR.

~~CEO REALIZED AND REALIZABLE PAY ANALYSIS~~

The total compensation of our NEOs as reported in the 2017 Summary Compensation Table is calculated in accordance with SEC rules. Under these rules, we are required to show the grant date fair value of equity and equity-based awards, even though the ability of our executive officers to realize value from such awards is contingent on the achievement of certain performance conditions (including, in the case of stock options, the sustained increase in our stock price). The accompanying chart compares our CEO’s total compensation, as measured based on actual compensation received (or, with regard to pending awards, realizable pay based on the applicable performance elements and stock value at a relatively current time), to the amounts reported for him in the Summary Compensation Table for the periods shown.

The chart illustrates that our executive compensation program is designed so that the amount of compensation that our CEO actually receives, or is expected to receive, may be higher or lower than the amount we are required to report in the Summary Compensation Table, depending on the performance of our Common Stock and our performance relative to our key financial objectives. It demonstrates the strong alignment of the interests of our executive officers with those of our shareholders.



	60			~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Supplemental Compensation Analysis~~

~~CEO TOTAL COMPENSATION~~

~~Grant Date Fair Value vs. Realized and Realizable Gains (in thousands)~~

• Total compensation based on grant date fair value is the sum of base salary; actual annual incentive payout for the performance year (excluding the portion mandatorily deferred into the long-term Book Value Performance Program); the grant date fair values of the performance shares and units, book value units and stock options awarded each year.

• Total compensation based on realized and realizable pay is the sum of: base salary; actual annual incentive payout for the performance year (excluding the portion mandatorily deferred into the long-term Book Value Performance Program); performance shares and units awarded in 2014 and paid in February 2017 based on an earnout factor of 1.25 times target valued at the December 31, 2016 share price of $104.06; performance shares and units awarded in 2015 and 2016 valued at target based on the $104.06 share price; the actual book value units awarded each year but paid in three annual tranches including unpaid portions valued as of December 31, 2016 at $78.95 per unit; and the intrinsic value of stock options awarded in each year based on the $104.06 share price as of December 31, 2016.

• For 2016, a key reason why grant date and realized/realizable pay differ is that the intrinsic value of the stock options and the value of the performance shares and units awarded are significantly higher when valued as of December 31, 2016. The primary reason for the difference between the grant date and realized value for years 2014 and 2015 is that the grant date stock price was significantly higher in 2014 and 2015 than it was as of December 31, 2016.

• Total compensation based on realized and realizable pay is the sum of: base salary; actual annual incentive payout for the performance year (excluding the portion mandatorily deferred into the long-term Book Value Performance Program); performance shares and units awarded in 2015 and paid in February 2018 based on an earnout factor of 1.104 times target valued at the closing price on December 29, 2017 (the last trading day of 2017), $114.98; performance shares and units awarded in 2016 and 2017 valued at target based on the $114.98 share price; the actual book value units awarded each year but paid in three annual tranches including unpaid portions valued as of December 31, 2017 at $85.54 per unit; and the intrinsic value of stock options awarded in each year based on the $114.98 share price at year end.

• For 2017, a key reason for the difference between grant date and realized/realizable pay is that the intrinsic value of the stock options at year-end is significantly less than the grant date fair value of the options. The primary reason for the difference between the grant date and realized value for years 2015 and 2016 is that the stock price at the end of 2017 was significantly higher than on the grant dates.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		61

~~Supplemental Compensation Analysis~~

~~WHY WE USE ADJUSTED OPERATING INCOME (“AOI”) INSTEAD OF GAAP NET INCOME~~⁽¹⁾

~~Why don’t we use GAAP net income as our compensation performance measure?~~

We seek to compensate our senior executive officers based on their success in building shareholder value through the operation of the Company’s businesses. The Committee and the investment community do not believe GAAP net income optimally measures the creation of shareholder value because it may be significantly affected by items with limited economic impact, or that are otherwise not indicative of ongoing trends.

~~Why do we use AOI as our compensation performance measure?~~

The Committee believes AOI is superior to GAAP net income as a measure of our performance because AOI includes only our results of operations from ongoing operations and the related underlying profitability factors, and excludes items that are not indicative of ongoing trends. Among other things, AOI excludes items where the timing of the impact is subject to management discretion, items with limited economic impact, items that we expect to reverse over time, and items that are otherwise not indicative of our ongoing performance.

~~What are some examples of items included in GAAP net income, but excluded from AOI, and why are they excluded?~~

~~Realized investment gains/losses~~.Sales of general account invested assets may result in a gain or loss that is recognized in GAAP net income. However, the timing of these sales that would result in gains or losses (such as gains or losses related to changes in interest rates) is largely subject to our discretion and influenced by market opportunities as well as our tax and capital profile. Accordingly, we believe gains orlosses on these sales are not indicative of business performance trends.

•

~~Divested businesses~~.The contribution to GAAP net income or loss of divested businesses that have been or will be sold or exited or are in wind-down status are excluded from AOI since the results of divested businesses are not relevant to an understanding of the Company’s ongoing operations.

⁽¹⁾

~~For more information, see Appendix A to this Proxy Statement.~~



62		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation Discussion and Analysis~~

~~Post-Employment Compensation~~

Retirement Plans

We view retirement benefits as a key component of our executive compensation program because they encourage long-term service. Accordingly, we offer our employees, including the NEOs, a comprehensive benefits program that provides the opportunity to accumulate ~~adequate~~ retirement income. This program includes both defined benefit and defined contribution plans, as well as two supplemental retirement plans ~~which~~that allow highly compensated employees (that is, employees whose compensation exceeds the limits established by the Internal Revenue Code for covered compensation and benefit levels) to receive the same benefits they would have earned but for these limitations. Further, we sponsor three supplemental executive retirement plans (“SERPs”) for certain eligible executive officers, including the NEOs, to offset the potential loss or forfeiture of retirement benefits under certain limited circumstances or to provide additional benefits to certain key executives. For descriptions of these plans, including their titles, see “Pension Benefits.”

We also maintain the Prudential Insurance Company of America Deferred Compensation Plan (the “Deferred Compensation Plan”). We offer this plan to our executive officers, including the NEOs, as a competitive practice. For a description of this plan, see “Nonqualified Deferred Compensation.”

Periodically, we compare the competitiveness of our benefits programs for our employees, including retirement benefits, against other employers with whom we broadly compete for talent. It is our objective to provide our employees with a benefits package that is at or around the median of the competitive market when compared to other employers.

Severance and Change in Control Arrangements

Our Board has adopted a policy prohibiting us from entering into any severance or ~~change in control~~change-in-control agreement with any of our executive officers, including the NEOs, that provides for payments and benefits that exceed 2.99 times the sum of the executive officer’s base salary and most recently earned ~~cash bonus,~~annual incentive award, without shareholder approval or ratification. We do not provide excise tax payments, reimbursements, or“gross-ups” to any of our executive officers.

While our other executive officers are eligible for severance payments in the event of an involuntary termination of employment without “cause,” our CEO is not a participant in the severance program (discussed below) providing this benefit.

To enable us to offer competitive total compensation packages to our executive officers, as well as to ~~ensure~~promote the ongoing retention of these individuals when considering potential transactions that may create uncertainty as to their future employment with us, we offer certain post-employment payments and benefits to our executive officers, including the NEOs, upon the occurrence of several specified events. These payments and benefits are provided under two separate programs:

~~the Prudential Severance Plan for Senior Executives (the “Severance Plan”); and~~

●

the Prudential Severance Plan (the “Severance Plan”); and

~~the Prudential Financial Executive Change in Control Severance Program.~~

●

the Prudential Financial Executive Change in Control Severance Program.

We have not entered into individual employment agreements with our NEOs. Instead, the rights of our NEOs with respect to post-employment compensation upon specific events, including death, disability, severance or retirement, or a change in control of the Company, are covered by these two programs.

We use plans, rather than individually negotiated agreements, to provide severance and ~~change in control~~change-in-control payments and benefits for several reasons. First, a “plan” approach provides us with the flexibility to change the terms of these arrangements from time to time. An employment agreement would require that the affected NEO consent to any changes. Second, this approach is more transparent, both internally and externally. Internal transparency eliminates the need to negotiate severance or other employment separation payments and benefits on acase-by-case basis. In addition, it assures ~~each of~~ our NEOs that the severance payments and benefits ~~he receives~~they receive are comparable to one another.

As previously noted, our executive officers, including the NEOs, except for our CEO, are eligible for severance payments and benefits in the event of an involuntary termination of employment without “cause.” These executive officers and our CEO are also eligible for ~~“double trigger”~~“double-trigger” severance payments and benefits in the event of an involuntary termination of employment without “cause” or a termination of employment with “good reason” in connection with a change in control of the Company. Our equity awards are also designed to be ~~“double trigger,~~“double-trigger,” so long as such awards are allowed to continue in effect following any change in control transaction on substantially equivalent terms and conditions to those applicable prior to such transaction.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		63

~~Compensation Discussion and Analysis~~

The payment of these awards at target achievement rewards the executive officer for his or her expected performance prior to the ~~change in control~~change-in-control transaction.

For detailed information on the estimated potential payments and benefits payable to the NEOs in the event of their termination of employment, including following a change in control of the Company, see “Potential Payments Upon Termination or Change in Control.”


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Compensation Discussion and Analysis

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Perquisites and Other Personal Benefits

We generally do not provide our executive officers, including the NEOs, with perquisites or other personal benefits, except for the use of Company aircraft, Company-provided ~~vehicles~~cars and drivers, and, in the case of our CEO and Vice Chairman, security services. These items are provided because we believe that they serve a necessary business purpose and represent an immaterial element of our executive compensation program. The cost allocated to the personal use of Company-provided ~~vehicles~~cars and drivers, including commuting expenses, and the incremental cost associated with the security services, to the extent not reimbursed to us, are reported in the Summary Compensation Table. Our executive officers, including the NEOs, are required to reimburse us for the incremental cost of any personal use of Company aircraft.

We do not provide tax reimbursements or any other tax payments with respect to perquisites, including excise tax“gross-ups,” to any of our executive officers.

Perquisites and other personal benefits represent an immaterial element of our executive compensation program.

~~Perquisites and other personal benefits represent an immaterial element of our executive compensation program.~~

Other ~~Compensation Related~~Compensation-Related Policies

In addition to the other components of our executive compensation program, we maintain the policies described below. These policies are consistent with evolving best practices and help ~~ensure~~confirm that our executive compensation program does not encourage our executive officers to engage in behaviors that are beyond our ability to effectively identify and manage risk.

Clawback Policy

Our clawback policy covers all executive officers (including the NEOs), applies to all incentive-based compensation (including stock options and other equity awards) paid to or in respect of an executive officer, and includes separate triggers for material financial restatements and improper conduct (including failure to report). The policy provides that if (i) the Company is required to undertake a material restatement of any financial statements filed with the SEC or (ii) an executive officer engages in improper conduct that either has had, or could reasonably be expected to have, a significant adverse reputational or economic impact on the Company or any of its affiliates or divisions, then the Board may, in its sole discretion, after evaluating the associated costs and benefits, seek to recover all or any portion of the incentive-based compensation paid to any such executive officer during the three-year period preceding the restatement, or the occurrence of the improper conduct, as the case may be.

The policy also requires us to disclose to our shareholders, not later than the filing of the next proxy statement, the action taken by the Board, or the Board’s decision not to take action, with regard to compensation recovery following the occurrence of a material restatement or improper conduct, so long as such event has been previously disclosed in our SEC filings.

For purposes of the policy, a “restatement” means any material restatement (occurring after the effective date of the policy) of any of the Company’s financial statements that have been filed with the SEC under the Exchange Act or the Securities Act of 1933, as amended. “Improper conduct” means willful misconduct (including, but not limited to, fraud, bribery or other illegal acts) or gross negligence, which, in either case, includes any failure to report properly, or to take appropriate remedial action with respect to, such misconduct or gross negligence by another person.

Other Long-Term Compensation Recovery Policies

We maintain a “resignation notice period” requirement as part of the terms and conditions of all long-term incentive awards granted to certain designated grades of executives, including the NEOs. The requirement is ~~applicable to awards granted~~

~~in 2015 and subsequent years. The requirement is~~ intended to reduce the adverse and disruptive effect of a sudden voluntary



64		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Compensation Discussion and Analysis~~

departure of an executive subject to the requirement, and requires him or her to provide notice for a specified period prior to the effective date of a voluntary resignation, or otherwise risk forfeiting his or her outstanding long-term incentive awards.

The terms and conditions of long-term incentive awards also provide for forfeiture in the event a recipient violates applicablenon-solicitation or~~non-competition~~ noncompetition agreements.

~~Process for Approving Long-Term Incentive Awards~~

The Committee approves long-term incentive awards (including stock options, book value units, performance shares, performance units and restricted stock units) on an annual basis at its regularly scheduled February meeting.


62		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

The Committee has delegated authority to management to approve long-term incentive awards for new hires, promotions, and retention purposes within specified limits to employees below the level of senior vice president. The Committee approves any long-term incentive awards to newly hired or promoted senior executives.

Under the terms of our 2016 Omnibus Plan, which was approved by shareholders in 2016, stock options are required to be priced at the fair market value of our Common Stock on the date of grant, which is based on the closing market price of our Common Stock on the date of grant. The number of shares of our Common Stock subject to a stock option grant to an individual is determined by dividing the compensation value of the grant by the fair value of each stock option based on the average closing market price of our Common Stock on the NYSE for the final~~20-day~~ ~~trading period in the month prior to the grant date.~~

The number of performance shares and units or restricted stock units awarded to an individual is determined by a formula that divides the compensation value of the award by the average closing market price of our Common Stock on the NYSE for the final~~20-day~~ ~~trading period in the month prior to the grant date.~~

Compensation Discussion and Analysis

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Stock Ownership Guidelines

We have adopted stock ownership guidelines for our executive officers to encourage them to build their ownership position in our Common Stock over time by direct market purchases, making investments available through the PESP and the Deferred Compensation Plan, and retaining shares they earn under their long-term incentive awards. The guidelines are framed in terms of stock value as a percentage of base ~~salary as follows:~~salary.


Position	Stock Value as a Percentage of Base Salary

Chief Executive Officer		700%

Vice Chairman and Executive Vice ~~Presidents~~ President		300%

Senior Vice ~~Presidents~~ President		200%

Following his promotion in December 2019, Mr. Sullivan continues to make progress toward meeting the stock ownership guideline applicable to his new role. Each of the other NEOs meets his ~~individual stock~~ ownership ~~level.~~guideline. Under the current stock ownership guidelines, once an executive officer attains his or her individual ownership level, he or she will remain in compliance with the guidelines despite future changes in our stock price and base salary, as long as his or her holdings do not decline below the number of shares at the time the stock ownership guidelines were met.

Stock Retention Requirements

We have adopted stock retention requirements for our executive officers. Each executive officer is required to retain 50% of the net shares (after payment of the applicable exercise price (if any), fees, and taxes) acquired upon the exercise of stock options or the payment or vesting of any performance shares and restricted stock units. The executive officer is required to hold such shares until the later of one year following the date of acquisition of such shares (even if thisone-year holding period extends beyond termination of employment) or the date that he or she satisfies our stock ownership guidelines.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		65

~~Compensation Discussion and Analysis~~

Prohibition of Derivatives Trading, and Hedging and Pledging of Our Securities

Our Board has adopted a policy prohibiting all employees, including the NEOs, and members of the Board from engaging in any hedging transactions with respect to any of our equity securities held by them, which includes the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to hedge or offset any decrease in the market value of such equity securities.

Our Board has also adopted a policy prohibiting our Section 16 officers and members of the Board from pledging, or using as collateral, our securities to secure personal loans or other obligations, ~~which~~and includes holding shares of our Common Stock in a margin account.

~~POLICY ON RULE10b5-1~~ ~~TRADING PLANS~~
Policy on Rule 10b5-1 Trading Plans
~~We have a policy governing the use by executive officers ofpre-established~~ ~~trading plans for sales of our Common Stock and exercises of stock options for shares of our Common Stock. We believe our Rule10b5-1~~ ~~policy reflects best practice and is effective in ensuring compliance with legal requirements. Under the policy:~~

•
We have a policy governing the use by executive officers of pre-established trading plans for sales of our Common Stock and exercises of stock options for shares of our Common Stock. We believe our Rule 10b5-1 policy reflects best practice and is effective in complying with legal requirements. Under the policy:
●All Rule10b5-1 trading plans must be~~pre-cleared~~ precleared by our law and compliance departments.

•
●A trading plan may be entered into, modified or terminated only during an open trading window and while not in possession of material~~non-public~~ nonpublic information. ~~information.~~

•
●No trade may occur for the first 30 days after the trading plan is established. No modification or termination of a plan may affect any trade scheduled to occur within 30 days.
~~DEDUCTIBILITY OF EXECUTIVE COMPENSATION~~
It has been our policy to structure and administer our annual and long-term incentive compensation plans and stock option grants for our CEO and the other NEOs to maximize the tax deductibility of the payments as “performance-based compensation” for purposes of Section 162(m) to the extent practicable. In 2017, all such performance-based compensation was deductible. The Committee may provide compensation that is not tax deductible if it determines that such action is appropriate and in the best interests of the Company.
The 2016 Omnibus Plan contains an overall limit on compensation paid to covered employees to comply with the conditions for determining “performance-based compensation” under Section 162(m). Under the terms of the 2016 Omnibus Plan, payment on annual incentive awards to an NEO who is subject to Section 162(m) in a taxable year may not exceed 0.4% of our~~pre-tax~~ AOI for the year ended prior to the year in which payment is due. Awards of restricted stock units, performance shares, performance units and book value units and associated dividend equivalents have a performance condition that our~~pre-tax~~ AOI must be positive in at least one fiscal year during which the award is outstanding for at least 276 days of that year, and a maximum limitation that the amount payable in any year may not exceed 0.4% of the highest amount of our~~pre-tax~~ AOI for any of the three years ended prior to the year payment on those awards is due. For awards granted prior to May 2016 under the Omnibus Incentive Plan, the total payout on awards of annual incentives, restricted stock units, performance shares, performance units and book value units and associated dividend equivalents for an NEO who is subject to Section 162(m) in a taxable year cannot exceed 0.6% of~~pre-tax~~ ~~AOI for the prior year.~~

66 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT ~~| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~63

Compensation Discussion and Analysis

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		Supplemental CEO Pay Analysis
		The total compensation of our NEOs as reported in the 2020 Summary Compensation Table is calculated in accordance with SEC rules. Under these rules, we are required to show the grant date fair value of equity and equity-based awards. The ability of our executive officers to realize value from such awards is contingent on the achievement of certain performance conditions (including, in the case of stock options, the sustained increase in our stock price). The accompanying chart compares our CEO’s total compensation, as measured based on actual compensation received (or, with regard to pending awards, realizable pay based on the applicable performance elements and stock value at a relatively current time), to the amounts reported for him in the Summary Compensation Table for the periods shown. The chart illustrates that our executive compensation program is designed so that the amount of compensation that our CEO actually receives, or is expected to receive, may be higher or lower than the amount we are required to report in the Summary Compensation Table, depending on the performance of our Common Stock and our performance relative to our key financial objectives. It demonstrates the strong alignment of the interests of our executive officers with those of our shareholders.

				• Total Compensation ~~Discussion~~based on Grant Date Fair Value is the sum of: base salary; actual annual incentive payout for the performance year (excluding the portion mandatorily deferred into the long-term Book Value Performance Program); and ~~Analysis~~the grant date fair values of the performance shares and units, book value units and stock options awarded each year. • Total Compensation based on Realized and Realizable Gains is the sum of: base salary; actual annual incentive payout for the performance year (excluding the portion mandatorily deferred into the long-term Book Value Performance Program); the value of the final performance shares and units distributed following the three-year performance period using the closing price at the end of the period (or, if the performance period has not yet completed, the value of the target number of performance shares and units assuming the December 31, 2020 share price of $78.07); actual payouts for vested tranches of book value units (or estimated values to be paid for unvested tranches assuming the December 31, 2020 book value per share of $94.79); and the intrinsic value of stock options awarded in each year based on the $78.07 share price.
		The difference between Mr. Lowrey’s realized/realizable pay vs. grant date fair value is primarily attributable to the decrease in our share price which has only been partially offset by an earnout factor of 1.064 times the target number of performance units and shares granted in 2018. Additionally, the increases and decreases in our adjusted book value per share over the past three years have contributed moderately to the difference.

Deductibility of Executive Compensation

~~The exemption from~~ Section 162(m)’s of the Internal Revenue Code limits a publicly held corporation’s ability to take a tax deduction ~~limit~~ for ~~“performance-based compensation” has been repealed, effective for taxable years beginning after December 31, 2017, such that~~ compensation paid to ~~any “covered employee”~~certain executive officers (“covered employees”) in excess of $1 ~~million will not be deductible, unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.~~million. Prior to 2018, ~~for purposes~~certain performance-based compensation was exempt from the $1 million deduction limit. Notwithstanding changes to the tax deductibility requirements of Section 162(m), a “covered employee” included all NEOs except the CFO. Effective in 2017 (2018 for CFOs) an individual is and will remain a “covered employee” going forward if that individual held the positions of CEO or CFO at any time during a year or the individual is reported as one of the other three highest paid executive officers.Despite our historical efforts to structure our annual and long-term incentive compensation plans and stock option grants for our covered employees to maximize the tax deductibility of the payments, the rules and regulations promulgated under Section 162(m) are complicated, and may change from time to time, and the scope of the transition relief under the legislation amending Section 162(m) is uncertain. As such, there can be no guarantee that compensation paid after 2017 will satisfy the requirements for tax deductibility under Section 162(m). Nevertheless, the Committee continues to believe that a significant portion of our executive officers’ compensation should be tied to measures of performance of our businesses.

64 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

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Compensation Committee Report

~~COMPENSATION COMMITTEE REPORT~~

The Compensation Committee of our Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on its review and these discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form10-K for the year endedDecember 31, ~~2017.~~2020.

The Compensation Committee

~~THE COMPENSATION COMMITTEE~~

~~Karl J. Krapek~~Michael A. Todman (Chair)

Thomas J. Baltimore

~~Michael A. Todman~~Karl J. Krapek

~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement |~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT 6765

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CEO Pay Ratio

~~2017 CEO Pay Ratio~~

In accordance with SEC rules, for 2017, we determined the annual total compensation of our median compensated employee and present a comparison of that annual total compensation to the annual total compensation of our Chairman and CEO, John R. Strangfeld.

•

The ~~2017~~ratio of our CEO’s annual total compensation ~~of Mr. Strangfeld was $27,120,220.~~

•

~~The 2017 annual total compensation~~ ($15,002,887) to that
of our median compensated employee ~~was $101,067.~~

($108,874) for 2020 was:

•

~~Accordingly, the~~

This ratio is similar to last year’s ratio of ~~Mr. Strangfeld’s annual total compensation~~136 to ~~the annual total compensation of our median compensated employee for 2017 was 268 to 1~~^*.

This

ratio is a reasonable estimate calculated in a manner consistent
with Item 402(u) of the SEC’s RegulationS-K.

138 to 1

~~Calculating the 2017 CEO Pay Ratio~~


~~Determining our Global Employee Population~~	~~Jurisdictions Excluded from Employee Population~~ ~~(number of employees estimated as of October 1, 2017)~~
To calculate ~~this~~the 2020 CEO pay ratio, we ~~began by identifying a~~identified our median compensated employee ~~for whom 2017 annual total~~from among 40,769 employees across the eight countries from which we collected compensation ~~could be ascertained. We determined a median compensated employee by collecting compensation~~ data, ~~for all employees, excluding employees in countries that,~~as highlighted in the ~~aggregate, comprise less than 5%~~table to the right. This population comprised 95.2% of our estimated global ~~employee~~ population ~~(considered~~~~“de minimis~~~~” under SEC rules). We also excluded from this population independent contractors and other individuals classified~~of 42,832 employees as~~non-employees~~ ~~in their respective jurisdictions based on our employment and payroll tax records.~~ ~~In total, we collected compensation data for employees in six countries, comprising 95.6%~~ of ~~our global employee population (approximately 43,000 full-time and part-time employees).~~September 30, 2020. These six countries are: the United States, Japan, Ireland, Taiwan, Brazil, and Korea. We excluded from the population approximately 2,000 employees from 14 jurisdictions, comprising 4.4% of our global population. The table on the right shows the number of excluded employees in each jurisdiction. ~~As of October 1, 2017, Prudential had an aggregate of 44,857 employees, of which 18,311 were U.S. employees and 26,546 werenon-U.S.~~ ~~employees. This total excludes~~ figures exclude independent contractors and other individuals classified as ~~non-employees,~~nonemployees in their respective jurisdictions. We used “Total Cash Pay” as of October 1, 2020 as our compensation measure, which, for these purposes, includes base salary, short-term incentives (e.g., payments under our Annual Incentive Program), cash commissions and other similar payments earned and paid from October 1, 2019 through September 30, 2020. We annualized Total Cash Pay for employees who were not employed for the entire period, and we did not make any cost-of-living adjustments. Any Total Cash Pay paid in a foreign currency was converted to U.S. Dollars at prevailing exchange rates as of September 30, 2020. Our “median compensated employee” is the individual who earned Total Cash Pay at the midpoint of this group of 40,769 employees. Determining Annual Total Compensation We determined annual total compensation for our median compensated employee by obtaining compensation data for this employee consistent with the methodology we use to calculate total compensation as it appears in the 2020 Summary Compensation Table. Accordingly, it includes base salary earned and paid from January 1, 2020 through December 31, 2020, non-equity incentive plan payments made for the performance period January 1, 2020 through December 31, 2020, equity incentives and options awards granted during the fiscal year, and other compensation earned and/or paid in 2020, such as ~~certain sales associates.~~			~~Country~~ Company contributions to retirement savings plans. In addition, for purposes of calculating the CEO pay ratio, SEC rules permit us to include in annual total compensation any compensation and benefits made available to employees broadly, such as medical and dental benefits. We elected to include amounts representing employer medical and dental contributions in determining the annual total compensation of our median employee.		Estimated Employees as of September 30, 2020 ~~(Estimate)~~
	Country			Employees
	Japan			20,961
	United States			16,336
	Ireland			1,626
	Brazil			796
	Argentina			436
	United Kingdom			321
	Mexico			204
	Singapore			89
	Taiwan			1,402
	Malaysia			328
	India			195
	Germany			64
	Luxembourg			18
	France			17
	Australia			16
	Hong Kong			6
	Netherlands			5
	Italy			5
	China			3
	Switzerland			3
	Canada			1
			~~Poland~~		~~406~~
			~~Malaysia~~		~~381~~
			~~Argentina~~		~~357~~
			~~Italy~~		~~330~~
			~~United Kingdom~~		~~188~~
			~~Mexico~~		~~139~~
		~~Singapore~~		72
		~~Germany~~		58
		~~Luxembourg~~		13
		~~France~~		10
		~~Australia~~		7
		~~Hong Kong~~		5
		~~China~~		2
		~~India~~		2

~~Determining the Median Compensated Employee~~

~~To identify our median compensated employee, we used “Total Cash Pay” as our compensation measure, which, for these purposes, included base salary, short-term incentive payments (e~~.g., payments under our Annual Incentive Program), cash commissions and other similar payments. We determined the median compensated employee from our active, global employee population as described above as of October 1, 2017, using Total Cash Pay earned and paid from October 2, 2016 through October 1, 2017. We annualized Total Cash Pay for permanent employees hired during the period and did not make any~~cost-of-living~~ ~~adjustments. Any Total Cash Pay paid in a foreign currency was converted to U.S. Dollars at prevailing exchange rates as of October 1, 2017.~~

Our “median compensated employee” is an individual who earned Total Cash Pay at the midpoint, that is, the point at which half of the global employee population earned more Total Cash Pay and half of the global employee population earned less Total Cash Pay.

The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

We determined annual total compensation for our CEO, Mr. Lowrey, using the amount reported in our 2020 Summary Compensation Table, increased to include an amount representing employer medical and dental contributions for him.

~~| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~2017 CEO Pay Ratio~~

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

~~Determining 2017 Annual Total Compensation~~

We determined 2017 annual total compensation for our median compensated employee by obtaining compensation data for this employee for 2017 consistent with the methodology we use to calculate total compensation for 2017 as it appears in the 2017 Summary Compensation Table. Accordingly, it includes base salary earned and paid from January 1, 2017 through December 31, 2017,~~non-equity~~ incentive plan payments made for the performance period January 1, 2017 through December 31, 2017, equity incentives and options awards granted during the fiscal year, and other compensation earned and or paid in 2017, such as Company contributions to retirement savings plans. In addition, for purposes of calculating the CEO pay ratio, SEC rules permit us to include in annual total compensation any compensation and benefits made available to employees broadly, such as medical and dental benefits. We elected to include amounts representing employer medical and dental contributions in determining the 2017 annual total compensation of our median employee.

We determined 2017 annual total compensation for Mr. Strangfeld using the amount reported in our 2017 Summary Compensation Table, increased to include an amount representing employer medical and dental contributions for him.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~			69

LOGO

Executive

Compensation

~~Executive Compensation~~

~~2017~~2020 Summary Compensation Table

The following table ~~presents,~~sets forth information regarding fiscal years 2020, 2019 and 2018 compensation for ~~the~~our NEOs, except fiscal years ~~ended December 31, 2017, 2016,~~2019 and ~~2015, the compensation of~~2018 for Mr. Strangfeld, our principal executive officer, Mr. Falzon, our principal financial officer, and Messrs. Grier, Lowrey and Pelletier, our three most highly compensated executive officers (other than the principal executive officer and principal financial officer) who were serving as executive officers as of December 31, 2017.

~~For information on the role of each compensation component within the total compensation packages of the NEOs, please see the relevant description~~Sullivan are not provided because he was not an NEO in the “Compensation Discussion and Analysis (“CD&A”).” The compensation data in this table is presented in accordance with the SEC disclosure rules. For the Compensation Committee’s view of 2017 performance year compensation, see “Supplemental Compensation Analysis — Total Direct Compensation” in the CD&A.those years.


Name & Principal Position	Year		Salary ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		Change in Pension Value ($)⁽⁵⁾		All Other Compensation ($)⁽⁶⁾		Total ($)
Charles F. Lowrey, Chairman and Chief Executive Officer		2020		1,246,154		4,980,063		1,682,442		5,889,715		1,133,852		58,028		14,990,254
		2019		1,200,000		4,980,009		1,666,665		6,085,252		1,128,436		72,577		15,132,939
		2018		794,808		2,499,088		854,897		5,478,255		661,825		68,585		10,357,458
Kenneth Y. Tanji, Executive Vice President and Chief Financial Officer		2020		623,077		1,560,093		527,040		1,767,572		531,777		30,821		5,040,380
		2019		600,000		1,560,046		522,102		1,643,475		491,659		50,093		4,867,375
		2018		446,404		381,597		65,242		1,331,611		59,264		19,024		2,303,142
Robert M. Falzon, Vice Chairman		2020		1,038,461		3,960,006		1,337,850		4,636,117		937,141		76,941		11,986,516
Robert M. Falzon, Vice Chairman		2019		1,000,000		3,960,144		1,325,304		4,754,861		938,263		104,406		12,082,978
		2018		783,269		2,104,664		719,901		4,120,282		333,217		48,988		8,110,321
Scott G. Sleyster, Executive Vice President and Head of International Businesses		2020		726,923		2,280,076		770,274		2,936,921		922,521		35,383		7,672,098
		2019		700,000		2,280,038		763,062		2,750,399		950,152		52,236		7,495,887
		2018		549,231		1,578,552		269,963		2,668,958		125,875		22,256		5,214,835
Andrew F. Sullivan, Executive Vice President and Head of U.S. Businesses		2020		726,923		1,980,003		668,934		2,519,639		344,172		32,101		6,271,772


Stephen Pelletier, Former Executive Vice President and Head of U.S. Businesses		2020		283,765		2,850,023		962,838		3,097,048		2,054,437		9,135		9,257,246
		2019		770,000		2,850,094		953,813		5,110,059		5,122,625		66,252		14,872,843
		2018		770,000		2,499,088		854,897		5,315,371		9,015,685		71,250		18,526,291

¹(1)

The amounts reported in theSalary column for ~~2017~~2020 include elective contributions of a portion of their base salary to the SESP by Messrs. ~~Strangfeld,~~Lowrey, Tanji, Falzon, ~~Grier, Lowrey,~~Sleyster and ~~Pelletier~~Sullivan in the amounts of ~~$45,200, $20,000, $36,800, $20,000,~~$38,446, $13,523, $30,138, $17,677 and ~~$20,000,~~$17,677, respectively.

²(2)

The amounts reported in theStock Awards column represent the aggregate grant date fair value ~~for~~of performance shares and performance units at target in each respective year. The maximum number of performance shares ~~and performance units~~ payable for ~~2017, 2016~~2020, 2019, and ~~2015 are~~2018 is 1.25, 1.25 and 1.375 times the target ~~amounts.~~

For 2017, the maximum performance shares and units payable and valued at the grant date price of $110.45 to Messrs. Strangfeld, Falzon, Grier, and Lowrey and Pelletier are 71,126 or $7,855,867; 28,450 or $3,142,303; 56,900 or $6,284,605; 35,564 or $3,928,044; and 32,008 or $3,535,284,amounts, respectively.

For 2016, the maximum performance shares and units payable and valued at the grant date price of $63.59 to Messrs. Strangfeld, Falzon, Grier, and Lowrey and Pelletier are 103,896 or $6,606,747; 41,558 or $2,642,673; 83,116 or $5,285,346; 49,350 or $3,138,167; and 46,754 or $2,973,087, respectively.

For 2015, the maximum performance shares and units payable and valued at the grant date price of $78.08 to Messrs. Strangfeld, Falzon, Grier, Lowrey, and Pelletier are 77,556 or $6,055,572; 27,374 or $2,137,362; 63,870 or $4,986,970; 41,060 or $3,205,965; and 36,498 or $2,849,764, respectively.



70		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Executive Compensation~~

Based on the fair market value on the date of grant ($95.87 per share), the maximum values for the 2020 stock awards granted to Messrs. Lowrey, Tanji, Falzon, Sleyster, Sullivan and Pelletier are $6,225,127, $1,950,188, $4,950,056, $2,850,119, $2,475,076, and $3,562,529, respectively.

³(3)

The amounts reported in the~~Option~~Options Awards column represent the aggregate grant date fair value ~~for~~of stock options granted in each respective year for the prior year’s performance as calculated under ASC Topic 718. The assumptions made in calculating the grant date fair value amounts for these stock options are incorporated herein by reference to the discussion of those assumptions ~~and~~ found below in the Grants of Plan-Based Awards Table. Note that the amounts reported in this column do not necessarily correspond to the actual economic value that will be received by the ~~Named Executive Officers~~NEOs from the options.

⁴
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		67

Executive Compensation

LOGO

(4)

The aggregate amounts reported in theNon-Equity Incentive Plan Compensation column ~~for 2017~~ represent the sum of (i) the annual incentives paid in February ~~2018 for~~following each performance ~~in 2017, excluding 30%~~year (which do not include the portion of the ~~total~~performance year 2018 or 2019 annual ~~incentive carved out to~~incentives mandatorily deferred into the Book Value Performance ~~Program; and~~Program); (ii) the value of the book value units paid in February ~~2018, and additionally in April and December 2017 for Mr. Pelletier; for 2016 represent annual incentives paid in February 2017~~of each year for performance ~~in 2016, excluding 30% of~~over the ~~total annual incentive carved out to the Book Value Performance Program; and the value of the~~prior 3 years; (iii) offcycle book value units paid in ~~February 2017, and additionally in April 2016~~November 2020 for Mr. ~~Pelletier; for 2015 represent annual incentives paid in February 2016 for performance in 2015, excluding 30% of the total annual incentive carved out to the Book Value Performance Program;~~Sullivan; and ~~the value of the book value units paid in February 2016:~~

   2017    2016    2015
Name    Annual Incentive
Award    Book Value Units
Value Paid    Annual Incentive
Award    Book Value Units
Value Paid    Annual Incentive
Award    Book Value Units
Value Paid
Strangfeld    $ 4,662,000    $ 4,611,376    $ 4,183,200    $ 4,764,238    $ 4,140,500    $ 4,612,768
Falzon    $ 2,331,000    $ 1,925,249    $ 2,093,000    $ 1,701,452    $ 1,820,000    $ 1,266,410
Grier    $ 3,962,000    $ 3,816,282    $ 3,556,000    $ 3,950,580    $ 3,570,000    $ 3,840,736
Lowrey    $ 3,108,000    $ 2,764,738    $ 2,789,500    $ 2,951,704    $ 2,975,000    $ 2,902,390
Pelletier    $ 3,290,000    $ 2,503,200    $ 2,789,500    $ 1,866,128    $ 2,240,000    $ 1,341,969

~~For Mr. Falzon, 2017, 2016, and 2015 also include the value of~~(iv) carried interest payments ~~of $3,226, $15,600~~for Messrs. Lowrey and ~~$4,747, respectively.~~

~~For Mr. Lowrey, 2017, 2016, and 2015 also include the value of carried interest payments of $43,090, $64,393, and $197,029, respectively.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		71

~~Executive Compensation~~Falzon, as follows:


	2020				2019				2018
	Annual Incentive Award ($)		Book Value Units Value Paid ($)		Annual Incentive Award ($)		Book Value Units Value Paid ($)		Annual Incentive Award ($)		Book Value Units Value Paid ($)

Charles F. Lowrey		3,119,000		2,710,994		3,167,500		2,780,211		2,870,000		2,608,046

Kenneth Y. Tanji		1,123,000		644,572		1,169,000		474,475		990,000		341,611

Robert M. Falzon		2,495,000		2,141,117		2,590,000		2,164,861		2,149,000		1,970,395

Scott G. Sleyster		1,782,000		1,154,921		1,620,500		1,129,899		1,620,000		1,048,958

Andrew F. Sullivan		1,890,000		629,639		—		—		—		—

Stephen Pelletier		891,000		2,206,048		2,590,000		2,520,059		2,870,000		2,445,371

For Mr. Lowrey, 2020, 2019 and 2018 include the value of carried interest payments of $59,721, $137,541 and $209 respectively.

For Mr. Falzon, 2018 includes the value of a carried interest payment of $887.

These carried interest payments relate to carried interest programs in our PGIM business. While they are no longer entitled to invest in or be granted new carried interests in these programs, they will continue to receive distributions from these pre-existing arrangements if and when they are earned.

(5)

The carried interest payments relate to carried interest programs in which Mr. Falzon and Mr. Lowrey participate as a result of previous positions held within the Company’s Investment Management Business. While Mr. Falzon and Mr. Lowrey are no longer entitled to invest in or be granted new carried interests in these programs, they will continue to receive distributions if and when they are earned.

⁽⁵⁾

The amounts reported in theChange in Pension Value and Nonqualified Deferred Compensation Earnings column represent the change in the actuarial present value of each NEO’s accumulated benefit under the Merged Retirement Plan, the Supplemental Retirement Plan, and the SERPs, as applicable, determined using interest rate and mortality rate assumptions consistent with those used for our consolidated financial statements, as well as above-market earnings on December 31, 2014, December 31, 2015, December 31, 2016, and December 31, 2017, as applicable; namely, the RP 2014 generational mortality table with white collar adjustments, and an adjustment to reflect recent Prudential-specific experience for 2014, 2015, 2016 and 2017, an interest discount rate 4.10% for 2014, 4.50% for 2015, 4.15% for 2016 and 3.65% for 2017, a Cash Balance Formula interest crediting rate of 4.25% for 2014, 2015, and 2016, and a rate based on an assumed 30-year Treasury Rate, but not less than 4.25% for 2017, and a PSI Cash Balance Formula interest crediting rate of 5.00% for 2014, 2015, 2016 and 2017. The amounts represented above may fluctuate significantly in a given year dependingcompensation that is deferred on a ~~number of factors~~basis that ~~affect the formula to determine pension benefits, including age, years of service, and the measurement of average annual earnings.~~

~~Messrs. Strangfeld and~~is not tax-qualified. Mr. Pelletier ~~accrue~~accrued pension benefits under the Traditional Pension Formula and Messrs. Lowrey, Tanji, Falzon, ~~Grier,~~Sleyster and ~~Lowrey~~Sullivan accrue pension benefits under the Cash Balance Formula (both formulas are described in the “Pension Benefits” section of this Proxy Statement). In accordance with the provisions of the Traditional Pension Formula, the years of earnings used for determining Average Eligible Earnings change every two years (most recently on January 1, ~~2016)~~2020).

For 2020, the amounts reported in this column include payments made from the Merged Retirement Plan of $93,751 for Mr. Pelletier; payments from the Supplemental Retirement Plan for Messrs. Lowrey, Tanji, Falzon, Sleyster, Sullivan and Pelletier of $20,328, $2,772, $13,120, $11,824, $2,348, and $4,120,745, respectively; payments from the PSI Supplemental Retirement Plan for Executives of $22,489 for Mr. Pelletier; and above-market interest on the SESP for Messrs. Lowrey, Tanji, Falzon, Sleyster and Sullivan of $12,039, $2,600, $6,370, $8,414, and $1,459, respectively.

(6)

The amounts reported in this column include payments from the Supplemental Retirement Plan of $5,549 for Mr. Falzon, $29,589 for Mr. Grier and $20,597 for Mr. Lowrey in 2015; $10,643 for Mr. Falzon, $31,095 for Mr. Grier and $20,990 for Mr. Lowrey in 2016; and $8,928 for Mr. Falzon, $11,847,072 for Mr. Grier and $17,274 for Mr. Lowrey in 2017; and above-market interest on the SESP of $4,229 for Mr. Strangfeld, $359 for Mr. Falzon, $2,905 for Mr. Grier, $1,235 for Mr. Lowrey and $917 for Mr. Pelletier in 2015; $10,388 for Mr. Strangfeld, $1,138 for Mr. Falzon, $7,239 for Mr. Grier, $3,158 for Mr. Lowrey, and $2,433 for Mr. Pelletier in 2016; and $4,281 for Mr. Strangfeld, $562 for Mr. Falzon, $3,016 for Mr. Grier, $1,341 for Mr. Lowrey, and $1,062 for Mr. Pelletier in 2017.

The amounts in this column for 2017 include the change in pension value under the Supplemental Retirement Plan resulting from changes in assumptions regarding interest rates and the form of benefits paid under the Supplemental Retirement Plan of $5,172,714 for Mr. Strangfeld, $54,570 for Mr. Falzon, $306 for Mr. Grier, $46,867 for Mr. Lowrey and $1,351,717 for Mr. Pelletier.

⁽⁶⁾	The amounts reported in theAll Other Compensation column for 2020 are itemized ~~in the supplemental “All Other Compensation” table~~ below.

All Other Compensation


	Year		Perquisites⁽¹⁾		PESP Contributions⁽²⁾		SESP Contributions⁽²⁾		Total
John R. Strangfeld		2017		$64,229		$10,800		$45,200		$120,229
		2016		$47,964		$ 8,615		$45,400		$101,979
		2015		$32,371		$ 8,615		$45,400		$ 86,386
Name											Perquisites ($)⁽¹⁾		PESP Contributions ($)⁽²⁾		SESP Contributions ($)⁽²⁾		Total ($)
Charles F. Lowrey												8,182		11,400		38,446		58,028
Kenneth Y. Tanji												5,898		11,400		13,523		30,821
Robert M. Falzon		2017		$19,358		$10,800		$20,000		$ 50,158		35,403		11,400		30,138		76,941
		2016		$17,478		$ 8,173		$19,769		$ 45,420
		2015		$14,800		$ 8,308		$17,092		$ 40,200
Mark B. Grier		2017		$29,367		$10,800		$36,800		$ 76,967
		2016		$33,041		$10,600		$37,000		$ 80,641
		2015		$30,175		$10,600		$37,000		$ 77,775
Charles F. Lowrey		2017		$20,053		$10,800		$20,000		$ 50,853
		2016		$17,330		$10,600		$20,200		$ 48,130
		2015		$14,395		$10,600		$20,200		$ 45,195
Scott G. Sleyster												6,937		10,769		17,677		35,383
Andrew F. Sullivan												3,024		11,400		17,677		32,101
Stephen Pelletier		2017		$37,926		$10,800		$20,000		$ 68,726		—		9,135		—		9,135
		2016		$35,806		$ 8,292		$20,200		$ 64,298
		2015		$29,849		$ 8,173		$19,769		$ 57,791

⁽¹⁾

For ~~Messrs. Strangfeld and Grier,~~all NEOs, the amounts reported in thePerquisites column for 2017 represent the incremental cost for security services of $36,543 and $5,314 respectively, and the costs associated with Company-provided vehicles for personal and commuting purposes of $27,686 and $24,053, respectively. For Messrs, Falzon, Lowrey and Pelletier, the amounts reported represent the costs of commuting and limited personal use of Company-provided ~~vehicles. The amounts reported in the table for commuting~~cars and ~~personal use of vehicles~~ reflect our determination of the costs allocable to the actual commuting and personal use of each individual ~~and are~~ based on a formula that takes into account various expenses, including costs associated with the driver and fuel. In addition, for Mr. Falzon, the amount reported includes the incremental cost for security services of $30,008.

⁽²⁾

The amounts reported in thePESP Contributions andSESP Contributions columns represent our contributions to the account of each NEO under (a) The Prudential Employee Savings Plan (the “PESP”), a defined contribution plan ~~which~~that provides employees with the opportunity to contribute up to 50% of eligible earnings in any combination ofbefore-tax, Roth 401(k) and/orafter-tax contributions (subject to Internal Revenue Code limits) and (b) the Prudential Supplemental Employee Savings Plan, anon-qualified plan ~~which~~that provides employees who exceed the Internal Revenue Code earnings limit ($~~270,000~~285,000 in ~~2017)~~2020) with the opportunity to defer up to 4% of eligible earnings in excess of the earnings limit. We match 100% of the first 4% of an employee’sbefore-tax or Roth 401(k) deferrals under the PESP ~~(after one year of service)~~ and 100% of an employee’s deferrals under the SESP.



7268		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Executive Compensation

~~Executive Compensation~~

LOGO

Grants of Plan-Based Awards

The following table presents, for each of the NEOs, information concerning awards under our ~~Long-Term~~Annual Incentive Program ~~(including our Book Value Performance Program)~~for performance year 2020 and grants of book value units and equity awards made during ~~2017~~2020 for ~~2016 performance.~~

~~2017 Grants of Plan-Based Awards Table~~2019 performance under our Long-Term Incentive Program.

Grant Date Estimated Future Payouts
UnderNon-Equity Incentive
Plan Awards ($)⁽¹⁾ Estimated Future Payouts
Under Equity Incentive
Plan Awards⁽²⁾ All Other
Option
Awards;
Number of
Securities
Underlying
Options (#)⁽³⁾ Exercise
or Base
Price of
Option
Awards
($/Sh) Grant Date
Fair Value of
Stock and
Option
Awards ($)⁽⁴⁾
Number
of Book
Value
Units (#) Target
($) Maximum
($) Target
(#) Maximum
(#)

John R. Strangfeld,
Chairman and
Chief Executive Officer

Annual
Incentive

n/a

6,000,000

12,000,000

PS 2/14/2017 28,450 35,563 3,142,303
PU 2/14/2017 28,450 35,563 3,142,303
Option 2/14/2017 73,611 110.45 2,061,108

BVU

2/14/2017

48,042

3,792,916

Robert M. Falzon,
Executive Vice President
and Chief Financial Officer

Annual
Incentive

n/a

3,000,000

6,000,000

PS 2/14/2017 11,380 14,225 1,256,921
PU 2/14/2017 11,380 14,225 1,256,921
Option 2/14/2017 29,445 110.45 824,460

BVU

2/14/2017

21,495

1,697,030

—

Mark B. Grier,
Vice Chairman

Annual
Incentive

n/a

5,100,000

10,200,000

PS 2/14/2017 22,760 28,450 2,513,842
PU 2/14/2017 22,760 28,450 2,513,842
Option 2/14/2017 58,889 110.45 1,648,892

BVU

2/14/2017

39,570

3,124,052

Charles F. Lowrey,
Executive Vice President
and Chief Operating Officer,
International Businesses

Annual
Incentive

n/a

4,000,000

8,000,000

PS 2/14/2017 14,225 17,782 1,571,151
PU 2/14/2017 14,225 17,782 1,571,151
Option 2/14/2017 36,806 110.45 1,030,568

BVU

2/14/2017

27,810

2,195,600

Stephen Pelletier,(8)
Executive Vice
President and Chief
Operating Officer, U.S.

Annual
Incentive

n/a

4,000,000

8,000,000

PS 2/14/2017 12,803 16,004 1,414,091
PU 2/14/2017 12,803 16,004 1,414,091
Option 2/14/2017 33,125 110.45 927,500

BVU

2/14/2017

26,543

2,095,570

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards ($)(1)

Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)

All Other
Option
Awards;
Number of
Securities
Underlying
Options (#)⁽³⁾

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant Date
Fair Value
($/Sh)

Grant Date
Fair Value
of Stock
and Option
Awards
($)⁽⁴⁾

Grant
Date

Number
of Book
Value
Units (#)

Target
($)

Maximum
($)

Target
(#)

Maximum
(#)

Charles F. Lowrey

AIA

N/A

3,500,000

7,000,000

N/A

2/11/20

N/A

51,946

64,933

N/A

95.87

4,980,063

Option

2/11/20

N/A

93,469

95.87

18.00

1,682,442

BVU

2/11/20

29,866

3,017,661

N/A

101.04

N/A

Kenneth Y. Tanji

AIA

N/A

1,260,000

2,520,000

N/A

2/11/20

N/A

16,273

20,342

N/A

95.87

1,560,093

Option

2/11/20

N/A

29,280

95.87

18.00

527,040

BVU

2/11/20

10,106

1,021,110

N/A

101.04

N/A

Robert M. Falzon

AIA

N/A

2,800,000

5,600,000

N/A

2/11/20

N/A

41,306

51,633

N/A

95.87

3,960,006

Option

2/11/20

N/A

74,325

95.87

18.00

1,337,850

BVU

2/11/20

24,051

2,430,113

N/A

101.04

N/A

Scott G. Sleyster

AIA

N/A

2,000,000

4,000,000

N/A

2/11/20

N/A

23,783

29,729

N/A

95.87

2,280,076

Option

2/11/20

N/A

42,793

95.87

18.00

770,274

BVU

2/11/20

14,396

1,454,572

N/A

101.04

N/A

Andrew F. Sullivan

AIA

N/A

2,000,000

4,000,000

N/A

2/11/20

N/A

20,653

25,817

N/A

95.87

1,980,003

Option

2/11/20

N/A

37,163

95.87

18.00

668,934

BVU

2/11/20

8,325

841,158

N/A

101.04

N/A

Stephen Pelletier

AIA

N/A

1,000,000

2,000,000

N/A

2/11/20

N/A

��

N/A

29,728

37,160

N/A

95.87

2,850,023

Option

2/11/20

N/A

53,491

95.87

18.00

962,838

BVU

2/11/20

20,389

2,060,105

N/A

101.04

N/A

(1)

The amounts reported in the Estimated Future Payouts UnderNon-Equity Incentive Plan Awards ~~column~~columns represent the potential amounts for annual incentives for the ~~2017~~2020 performance year. Actual amounts earned by the NEOs are reflected in the Summary Compensation Table. In addition, individual amounts are reported by grant date to represent the value of the book value units awarded to the NEOs under the Omnibus Plan on February ~~14, 2017,~~11, 2020, and reflected in the Number of Book Value Units column, based on the adjusted book value per share of the ~~company~~Company of ~~$78.95~~$101.04 as originally reported as of December 31, ~~2016.~~2019.

(2)

The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards columns represent performance shares ~~and performance units~~ awarded to the NEOs under the Omnibus Plan in ~~2017.~~2020. Performance share ~~and performance unit~~ awards are granted for a three-year performance period with ~~payout~~payouts determined at the end of the period based on our ROE performance ~~against our ROE goals. The ROE goals for~~as described in the ~~2017 grant are within a range of 9.5% to 13.5%.~~CD&A.

(3)

The amounts reported in the All Other Option Awards column represent the number of stock options granted to each ~~Named Executive Officer~~NEO under the Omnibus Plan in ~~2017.~~2020. These stock options vestone-third each year on the anniversary of the grant ~~date. These stock options~~date and expire 10 years from their respective grant date. The exercise price for the February ~~14, 2017~~11, 2020 grant of stock options is the closing price of our Common Stock on the grant date of February ~~14, 2017~~11, 2020 ($~~110.45~~95.87 per share).

(4)

The amounts in the Grant Date Fair Value column have been calculated in the case of performance shares ~~and performance units~~ as the target number of performance shares ~~and performance units~~ multiplied by the closing price of our Common Stock on the grant date of February ~~14, 2017~~11, 2020 ($~~110.45~~95.87 per share).

For stock options, the grant date fair values are hypothetical values developed under a binomial option pricing model, which is a complex, mathematical formula to determine the fair value of stock options on the date of grant. The binomial option pricing model is a flexible, lattice-based valuation model that takes into consideration transferability, fixed estimate of volatility, and expected life of the options. As such, the amounts reported in the table are hypothetical values and may not reflect the actual economic value ~~a Named Executive Officer~~the NEO would realize upon exercise.

We made the following assumptions when calculating the grant date fair value of the stock option grants: exercise price is equal to our share price on the grant date, and for ~~the~~ grants made on February 11, 2020, expected life of ~~February 14, 2017, 5.60 year life expected~~5.6 years for each option, expected dividend yield ~~is 2.84%~~of 4.59%, risk-free rate of return of ~~2.07%~~1.42%, and expected price volatility of ~~35.29%~~the Company’s Common Stock of 33.99%.



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Executive Compensation

~~Executive Compensation~~

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Outstanding Equity Awards

The following table provides information on the NEOs’ outstanding equity awards as of December 31, ~~2017.~~2020. The equity awards reported in the Stock Awards columns consist of performance share and performance unit awards. Grants of performance shares/units were made for three-year performance cycles with the 2018 grant as the 2018-2020 performance cycle, the 2019 grant as the 2019-2021 performance cycle and the 2020 grant as the 2020-2022 performance cycle. The equity awards reported in the Option Awards columns consist ofnon-qualified stock options.

~~2017 Outstanding Equity Awards at FiscalYear-End~~ ~~Table~~


			Option Awards⁽¹⁾								Stock Awards						Option Awards¹								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (# Exercisable)		Number of Securities Underlying Unexercised Options (# Unexercisable)		Option Exercise Price ($)		Option Expiration Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#)⁽²⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested ($)⁽²⁾		Grant Date		Number of Securities Underlying Unexercised Options (# Exercisable)		Number of Securities Underlying Unexercised Options (# Unexercisable)		Option Exercise Price ($)		Option Expiration Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#)²		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested ($)²
John R. Strangfeld		2/14/2017		0		73,611		110.45		2/14/2027		71,126		8,178,067
Charles F. Lowrey																2/11/2020		0		93,469		95.87		2/11/2030		64,933		5,069,319
																2/12/2019		27,750		55,500		93.36		2/12/2029		66,678		5,205,551
																2/13/2018		20,590		10,295		106.89		2/13/2028		32,148		2,509,794
																2/14/2017		36,806		0		110.45		2/14/2027
																2/9/2016		39,958		0		63.59		2/9/2026
																2/10/2015		45,478		0		78.08		2/10/2025
																2/11/2014		38,962		0		84.53		2/11/2024
Kenneth Y. Tanji																2/11/2020		0		29,280		95.87		2/11/2030		20,342		1,588,100
																2/12/2019		8,693		17,386		93.36		2/12/2029		20,888		1,630,726
																2/13/2018		1,571		786		106.89		2/13/2028		4,910		383,324
																2/14/2017		2,669		0		110.45		2/14/2027
		2/9/2016		42,061		84,122		63.59		2/9/2026		103,896		11,945,962		2/9/2016		8,833		0		63.59		2/9/2026
		2/10/2015		57,268		28,634		78.08		2/10/2025		77,556		8,917,389		2/10/2015		9,096		0		78.08		2/10/2025
		2/11/2014		73,594		0		84.53		2/11/2024						2/11/2014		5,195		0		84.53		2/11/2024
		2/12/2013		247,094		0		57.00		2/12/2023						2/12/2013		17,442		0		57.00		2/12/2023
		2/14/2012		223,685		0		59.41		2/14/2022						2/14/2012		11,843		0		59.41		2/14/2022
Robert M. Falzon		2/14/2017		0		29,445	��	110.45		2/14/2027		28,450		3,271,181		2/11/2020		0		74,325		95.87		2/11/2030		51,633		4,030,988
		2/9/2016		16,824		33,650		63.59		2/9/2026		41,558		4,778,339		2/12/2019		22,066		44,133		93.36		2/12/2029		53,024		4,139,584
		2/10/2015		10,106		10,107		78.08		2/10/2025		27,374		3,147,463		2/13/2018		17,338		8,670		106.89		2/13/2028		27,074		2,278,473
		2/11/2014		7,504		0		84.53		2/11/2024						2/14/2017		29,445		0		110.45		2/14/2027
Mark B. Grier		2/14/2017		0		58,889		110.45		2/14/2027		56,900		6,542,362
																2/9/2016		50,474		0		63.59		2/9/2026
																2/10/2015		20,213		0		78.08		2/10/2025
																2/11/2014		7,504		0		84.53		2/11/2024
Scott G. Sleyster																2/11/2020		0		42,793		95.87		2/11/2030		29,729		2,320,943
		2/9/2016		33,649		67,298		63.59		2/9/2026		83,116		9,556,678		2/12/2019		12,705		25,410		93.36		2/12/2029		30,528		2,383,321
		2/10/2015		47,162		23,581		78.08		2/10/2025		63,870		7,343,773		2/13/2018		6,502		3,251		106.89		2/13/2028		20,306		1,585,289
		2/11/2014		60,607		0		84.53		2/11/2024						2/14/2017		9,570		0		110.45		2/14/2027
		2/12/2013		135,660		0		57.00		2/12/2023						2/9/2016		32,808		0		63.59		2/9/2026
		2/14/2012		57,895		0		59.41		2/14/2022						2/10/2015		24,760		0		78.08		2/10/2025
Charles F. Lowrey		2/14/2017		0		36,806		110.45		2/14/2027		35,564		4,089,149
																2/11/2014		8,659		0		84.53		2/11/2024
																2/12/2013		23,983		0		57.00		2/12/2023
																6/12/2012		5,935		0		47.61		6/12/2022
																2/14/2012		16,448		0		59.41		2/14/2022
Andrew F. Sullivan																2/11/2020		0		37,163		95.87		2/11/2030		25,817		2,015,533
																2/12/2019		2,340		4,682		93.36		2/12/2029		11,248		878,131
																2/13/2018		2,167		1,084		106.89		2/13/2028		6,772		528,690
																10/2/2017		1,128		0		107.28		10/2/2027
																2/14/2017		2,577		0		110.45		2/14/2027
		2/9/2016		0		39,958		63.59		2/9/2026		49,350		5,674,263		10/13/2015		749		0		77.15		10/13/2025
		2/10/2015		30,318		15,160		78.08		2/10/2025		41,060		4,721,079		5/15/2015		344		0		85.46		5/15/2025
		2/11/2014		38,962		0		84.53		2/11/2024						2/10/2015		826		0		78.08		2/10/2025
Stephen Pelletier		2/14/2017		0		33,125		110.45		2/14/2027		32,008		3,680,280		2/11/2020		0		53,491		95.87		2/11/2030		37,160		2,901,081
		2/9/2016		0		37,856		63.59		2/9/2026		46,754		5,375,775		2/12/2019		15,881		31,762		93.36		2/12/2029		38,160		2,979,151
		2/10/2015		0		13,475		78.08		2/10/2025		36,498		4,196,540		2/13/2018		20,590		10,295		106.89		2/13/2028		32,148		2,509,794
		2/14/2012		8,553		0		59.41		2/14/2022						2/14/2017		33,125		0		110.45		2/14/2027
																2/14/2012		8,553		0		59.41		2/14/2022

(1)	The options reported in theOption Awards column vest at the rate ofone-third per year on the anniversary of the date of grant.

(2)

TheEquity Incentive Plan Awards columns reflect the number of outstanding performance shares and performance units that would be received by each ~~Named Executive Officer~~NEO at the maximum payout level for the ~~2017, 2016~~2020, 2019 and ~~2015~~2018 grants. The dollar values reported represent the estimated value of the outstanding performance shares and performance units at the maximum payout level for the ~~2017, 2016~~2020, 2019 and ~~2015~~2018 grants, based on the closing market price for our Common Stock on the last trading day of the year, December ~~29, 2017~~31, 2020 ($~~114.98~~78.07 per share). Performance shares and performance units are subject to a three-year performance period with payout determined at the end of the period based on our ROE performance ~~against~~as compared to our pre-set goal and as compared to the ROE ~~goals.~~performance of life insurer peers, as well as for the 2018 grants, an inclusion and diversity modifier.

Grants were made for three-year performance cycles with the 2015 grant as the 2015-2017 performance cycle, the 2016 grant as the 2016-2018 performance cycle, and the 2017 grant as the 2017-2019 performance cycle.



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~~Executive Compensation~~

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Option Exercises and Stock Vested

The following table provides information on the value realized by each of the NEOs as a result of the exercise of stock options and the vesting of stock awards from January 1, ~~2017~~2020 through December 31, ~~2017.~~

~~2017 Option Exercises and Stock Vested Table~~2020.


	Option Awards				Stock Awards				Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized On Exercise ($)		Number of Shares Acquired on Vesting (#)¹		Value Realized on Vesting (#)²		Number of Shares Acquired on Exercise (#)		Value Realized On Exercise ($)		Number of Shares Acquired on Vesting (#)⁽¹⁾		Value Realized on Vesting ($)⁽²⁾
John R. Strangfeld		170,667		7,852,410		36,079		3,984,926

Charles F. Lowrey										—		—		30,926		2,964,875

Kenneth Y. Tanji										9,600		105,504		4,486		430,073

Robert M. Falzon		0		0		11,037		1,219,037		—		—		24,742		2,372,016
Mark B. Grier		0		0		29,713		3,281,801
Charles F. Lowrey		256,057		12,777,478		19,102		2,109,816

Scott G. Sleyster										13,334		142,437		16,082		1,541,781

Andrew Sullivan										2,524		75,024		6,228		597,078

Stephen Pelletier		72,229		2,601,876		12,922		1,427,235		—		—		27,834		2,668,446

(1)	The amounts in the Stock Awards—Number of Shares Acquired on Vesting column represent the payout of shares of our Common Stock for the vesting of the ~~2014~~2017 performance shares ~~grants and payout of the 2014 performance units as cash.~~grants.

(2)	The amounts in the Stock Awards—Value Realized on Vesting column represent the product of the number of performance shares ~~and performance units~~ released and the closing ~~sale~~market price of our Common Stock on February ~~14, 2017, $110.45.~~11, 2020, $95.87.

Pension Benefits

The following table provides information on the defined benefit retirement plans in which the NEOs participate, including the present value of accumulated benefits as of December 31, ~~2017,~~2020, except as noted, payable for each of the NEOs under each of these plans determined using interest rate and mortality rate assumptions consistent with those used in our consolidated financial statements; namely, the ~~RP 2014~~PRI-2012 generational mortality table with white collar adjustments and an adjustment to reflect recent Prudential-specific experience and an interest discount rate of ~~3.65%~~2.55%. Cash Balance Formula accounts are assumed to grow with interest based on an assumed 30-year Treasury Rate, but not less than 4.25%, and PSI Cash Balance Formula accounts are assumed to grow with interest at 5.00% until the commencement of pension benefits. No additional earnings or service after December 31, ~~2017 are~~2020 is included in the calculation of the accumulated benefits.

~~2017 Pension Benefits Table~~


Name	Plan Name	Number of Years of Credited Service (#)			Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)			Plan Name	Number of Years of Credited Service (#)			Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
John R. Strangfeld	Merged Retirement Plan—Traditional Benefit Formula		40		$ 3,564,528		—

Charles F. Lowrey									Merged Retirement Plan—Cash Balance Formula		19			2,462,243		—

									Supplemental Retirement Plan—Cash Balance Formula		19			5,761,106		20,328	⁽³⁾

Kenneth Y. Tanji									Merged Retirement Plan—Cash Balance Formula		31	⁽²⁾		1,411,519		—

									Merged Retirement Plan—PSI Cash Balance Formula		n/a	⁽²⁾		103,222		—

	Supplemental Retirement Plan—Traditional Pension Formula		40		$86,685,078		—		Supplemental Retirement Plan—Cash Balance Formula		31	⁽²⁾		1,302,020		2,772	⁽³⁾
	Supplemental Retirement Plan—Cash Balance Formula		n/a	⁽¹⁾	$ 36,442		—
Robert M. Falzon	Merged Retirement Plan—Cash Balance Formula		34	⁽²⁾	$ 1,552,843		—		Merged Retirement Plan—Cash Balance Formula		37	⁽²⁾		1,999,632		—
	Merged Retirement Plan—PSI Cash Balance Formula		n/a	⁽²⁾	$ 86,079		—
	Supplemental Retirement Plan—Cash Balance Formula		34	⁽²⁾	$ 1,751,221		$ 8,928	⁽³⁾	Merged Retirement Plan—PSI Cash Balance Formula		n/a	⁽²⁾		100,744		—
Mark B. Grier	Merged Retirement Plan—Cash Balance Formula		22		$ 2,726,202		—
	Supplemental Retirement Plan—Cash Balance Formula		22		$ 38,580		$11,847,072	⁽³⁾
Charles F. Lowrey	Merged Retirement Plan—Cash Balance Formula		16		$ 2,081,124		—
									Supplemental Retirement Plan—Cash Balance Formula		37	⁽²⁾		3,453,659		13,120	⁽³⁾

Scott G. Sleyster									Merged Retirement Plan—Cash Balance Formula		33			3,766,092		—

									Supplemental Retirement Plan—Cash Balance Formula		33			2,625,716		11,824	⁽³⁾

Andrew F. Sullivan									Merged Retirement Plan—Cash Balance Formula		9			240,625		—

									Supplemental Retirement Plan—Cash Balance Formula		9			792,206		2,348	⁽³⁾
	Supplemental Retirement Plan—Cash Balance Formula		16		$ 3,289,009		$ 17,274	⁽³⁾
Stephen Pelletier	Merged Retirement Plan—Traditional Benefit Formula		19		$ 1,465,724		—		Merged Retirement Plan—Traditional Benefit Formula		22			2,128,764		83,382	⁽⁶⁾
	Merged Retirement Plan—Cash Balance Formula		n/a	⁽¹⁾	$ 5,914		—
	Merged Retirement Plan—PSI Cash Balance Formula		n/a	⁽⁴⁾	$ 114,371		—		Merged Retirement Plan—Cash Balance Formula		n/a	⁽¹⁾		—		6,493	⁽⁶⁾
	Supplemental Retirement Plan—Traditional Pension Formula		19		$22,815,588		—
	PSI Supplemental Retirement Plan for Executives		n/a	⁽⁴⁾	$ 513,105		—		Merged Retirement Plan—PSI Cash Balance Formula		n/a	⁽⁴⁾		112,100		3,877	⁽⁶⁾

									Supplemental Retirement Plan—Traditional Pension Formula		22			1,102,448		4,120,745	⁽⁵⁾

									PSI Supplemental Retirement Plan for Executives		n/a	⁽⁴⁾		650,243		22,489	⁽⁶⁾

(1)	This benefit is a result of an allocation of demutualization compensation distributed to all participants in the Merged Retirement Plan in 2002 (“Demutualization Credit”). Ongoing service is not a consideration in determining this benefit for the NEOs.


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(2)

Mr. Tanji transferred from Prudential to Prudential Securities Incorporated in 1994 and transferred back to Prudential from Prudential Securities Incorporated in 2002. He began accruing pension benefits under the Traditional Pension Formula and, subsequently, the Cash Balance Formula upon his election of this formula in 2001; in accordance with the Merged Retirement Plan Cash Balance Formula, credited service includes service with the Company’s subsidiaries, in particular Prudential Securities Incorporated. As a result of his transfer, ongoing service is not a consideration in determining his benefit under the PSI Cash Balance Formula.

~~(2)~~

Mr. Falzon transferred to Prudential from Prudential Securities Incorporated in 1998 and began accruing pension benefits under the Traditional Pension Formula and, subsequently, the Cash Balance Formula upon his election of this formula in 2001; in accordance with the Merged Retirement Plan Cash Balance Formula, credited service includes service with the Company’s subsidiaries, in particular Prudential Securities Incorporated. As a result of his transfer, ongoing service is not a consideration in determining his benefit under the PSI Cash Balance Formula.

(3)

For Messrs. Lowrey, Tanji, Falzon, Sleyster and ~~Lowrey,~~Sullivan, this payment was a distribution from the Supplemental Retirement Plan Cash Balance Formula to pay for accrued FICA taxes due in ~~2016~~2019 on this benefit, and federal, state, and local taxes on the distributed amount. The entire payment was withheld to pay these taxes.

(4)	Mr. Pelletier transferred to Prudential from Prudential Securities Incorporated in 1998 and began accruing pension benefits under the Traditional Pension Formula. As a result, ongoing service is not a consideration in determining his benefit.

(5)

For Mr. ~~Grier, this amount is made up of two payments: (i) for FICA taxes in the amount of $25,982; (ii)~~Pelletier, the terms of the Supplemental Retirement Plan require a participant in active service on the first day of the month on or following his or her 65th birthday to receive his or her benefit on that date. In accordance with these terms, Mr. ~~Grier~~Pelletier received a distribution ~~of $11,821,090. Any~~in 2018, which represented his benefits accrued through his 65^th birthday. The Supplemental Retirement Plan benefit accrued ~~after that date will be~~during the remainder of 2018 was then paid ~~to him~~in early 2019. The benefits accrued during calendar year 2019 in the ~~year following the year~~amount of $4,120,745 were paid in ~~which the benefit was accrued.~~early 2020.

~~(4)~~(6)

Mr. Pelletier ~~transferred to Prudential from Prudential Securities Incorporated in 1998 and~~ began ~~accruing~~receiving his pension ~~benefits~~benefit under the ~~Traditional Pension Formula. As a result, ongoing service is not a consideration~~Merged Retirement Plan and his benefit under the PSI Supplemental Retirement Plan for Executives in ~~determining this benefit.~~



~~Notice~~the form of ~~Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		75

~~Executive Compensation~~

monthly annuities, both beginning on April 1, 2020, his required commencement date under the plans.

The Merged Retirement Plan

Our wholly owned subsidiary, The Prudential Insurance Company of America, sponsors ourtax-qualified defined benefit retirement plan, The Prudential Merged Retirement Plan (the “Merged Retirement Plan”), which is available to our executive officers, including the NEOs, and other salaried U.S. employees. The Merged Retirement Plan has two formulas under which participants may have their retirement benefits for ongoing service determined: the “Traditional Pension Formula” or the “Cash Balance Formula.” In addition, employees who previously worked for Prudential Securities Incorporated also have retirement benefits for their service with Prudential Securities Incorporated under a third component of the Merged Retirement Plan: the “PSI Cash Balance Formula.”

~~TRADITIONAL PENSION FORMULA~~Traditional Pension Formula

Under the Traditional Pension Formula, employees are fully vested in their accrued benefits. These benefits (which are subject to Internal Revenue Code limits) are determined using the following formula, which is based on Average Eligible Earnings (as defined) and years of Credited Service (as defined):

(1.35% x Average Eligible Earnings

up to Covered Compensation

2.00% x Average Eligible Earnings in
excess of Covered Compensation)

Years of Credited Service up to 25 years

(0.75% x Average Eligible Earnings
up to Covered Compensation

1.00% x Average Eligible Earnings in
excess of Covered Compensation)

Years of Credited Service for the next 13 years

1.00% x Average Eligible Earnings

Years of Credited Service in excess of
38 years

For a separation from service in ~~2017,~~2020, Average Eligible Earnings are determined by taking the average of earnings (base salary plus annual incentive payment) over the period beginning January 1, ~~2009,~~2013, and ending on the date of separation after dropping the lowest two years of earnings in that period. Under the Traditional Pension Formula, the starting point for the averaging period is moved forward two years on January 1 of every even calendar year. “Covered Compensation” for a year is the average of the Social Security wage bases for the 35 years ending in the year the participant will reach Social Security normal retirement age. Benefits are payable as early as age 55 (with a reduction in benefits) as a single life annuity if not married or an actuarially equivalent 50% joint and survivor annuity if married.

Generally, a participant’s benefit will be determined as the greater of:

●

the benefit as determined above calculated at the time of separation from service;

●

the benefit as determined above calculated as of January 1, 2002, plus all or a portion of the Supplemental Retirement Plan benefit calculated as of January 1, 2002; and

●

If the Supplemental Retirement Plan benefit is to be paid in the form of an annuity, the benefit as determined above calculated as of January 1, 2012 (including any adjustment in the benefit on January 1, 2002 as described in the previous bullet), plus all or a portion of the Supplemental Retirement Plan benefit calculated as of January 1, 2012. (Mr. Pelletier elected to receive his Supplemental Retirement Plan benefit in the form of a lump sum; consequently, this provision does not apply to him.)

~~the benefit as determined above calculated as of January 1, 2002, plus all or a portion of the Supplemental Retirement Plan benefit calculated as of January 1, 2002; and~~


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Executive Compensation

LOGO

If the Supplemental Retirement Plan benefit is to be paid in the form of an annuity, the benefit as determined above calculated as of January 1, 2012 (including any adjustment in the benefit on January 1, 2002 as described in the previous bullet), plus all or a portion of the Supplemental Retirement Plan benefit calculated as of January 1, 2012. (Messrs. Strangfeld and Pelletier each elected to receive their Supplemental Retirement Plan benefit in the form of a lump sum; consequently, this provision does not apply to them.)

Additional benefits are provided to participants who are eligible to retire upon separation from service. A participant is eligible to retire if he or she separates from service either: (a) after attainment of age 55 (with 10 years of vesting service) or age 65 or (b) due to an involuntary termination (other than for cause or exhausting short-term disability benefits) after attainment of age 50 (with 20 years of continuous service).

If a participant is eligible to retire, he or she is eligible for survivor benefits (with no actuarial reduction), a lesser (or no) reduction in benefit for benefit commencement before age 65, and an additional benefit paid to age 65.

The benefits reported in the Pension Benefits Table above are assumed to commence in the form of a 50% joint and survivor annuity on the later of January 1, ~~2018~~2021 and the date the participant is eligible for an unreduced benefit, i.e., the earlier of (i) the first of the month on or following the later of attainment of age 60 and 30 years of service and (ii) the first of the month on or following attainment of age 65 (“Normal Retirement Date”).



76		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

Cash Balance Formula

~~Executive Compensation~~

~~CASH BALANCE FORMULA~~

The Cash Balance Formula was added to the Merged Retirement Plan in 2001 for employees hired on or after January 1, 2001, except employees of Prudential Securities Incorporated. At that time, we offered aone-time conversion election for the current Merged Retirement Plan participants with benefits under the Traditional Pension Formula to opt to have their individual retirement benefits determined under the Cash Balance Formula. Participants who made this election to use the Cash Balance Formula are fully vested in their Cash Balance Formula benefit. Otherwise, participants are generally vested in their Cash Balance Formula benefit after three years of service.

Cash Balance Formula benefits (which are subject to Internal Revenue Code limits) are computed using a cash balance methodology that provides for credits to be made to a hypothetical account that is allocated basic credits equal to 2% to 14% (depending on age and service) of base salary and annual incentive payments. Interest credits are made to the hypothetical account each month using an interest rate set each year based on the average yield on30-year U.S. Treasury securities (constant maturities) for October of the prior year, with a minimum rate of 4.25%. The rate in effect for ~~2017~~2020 was 4.25%.

Active participants on June 30, 2003 received an additional credit equal to his or her Supplemental Retirement Plan Cash Balance Formula benefit determined as of January 1, 2002, if any. Active participants on June 30, 2012 received an additional credit of no more than his or her Supplemental Retirement Plan Cash Balance Formula benefit determined as of April 1, 2012, if any.

Benefits are payable at any time after separation of service as a lump sum amount (based on the account balance) or an actuarially equivalent single life annuity; 50%, 75%, or 100% joint and survivor annuity; or 50% contingent annuity. Employees who made theone-time conversion election to use the Cash Balance Formula (specifically, Messrs. Tanji, Falzon, and ~~Grier)~~Sleyster) have a frozen “Grandfathered Benefit” determined as the accrued benefit under the Traditional Pension Formula as of January 1, 2002. The value of the Grandfathered Benefit, and early retirement subsidies on this benefit, if applicable, are included in determining the payable benefit.

As reported in the Pension Benefits Table, cash balance accounts are assumed to grow with interest until, and benefits will commence on:

for Messrs. Strangfeld and Pelletier (whose Cash Balance Formula benefits are due only to the Demutualization Credit), the same date benefits are assumed to commence under the Traditional Pension Formula; and

●

for Mr. Pelletier (whose Cash Balance Formula benefits are due only to the Demutualization Credit), the same date benefits are assumed to commence under the Traditional Pension Formula; and

~~for Messrs. Falzon, Grier, and Lowrey, the participant’s Normal Retirement Date.~~

●

for Messrs. Lowrey, Tanji, Falzon, Sleyster and Sullivan, the participant’s Normal Retirement Date.

Benefits are assumed to commence ~~in a form that is based on a value comparison between~~with 90% of participants electing a lump sum and 10% electing a 50% joint and survivor annuity.

PSI ~~CASH BALANCE FORMULA~~Cash Balance Formula

The PSI Cash Balance Formula applies only to employees who previously worked for Prudential Securities Incorporated. At this time, all participants are fully vested in their PSI Cash Balance Formula benefit. Messrs. Tanji, Falzon and Pelletier are the only NEOs with a benefit under this formula.

PSI Cash Balance Formula benefits (which are subject to Internal Revenue Code limits) are computed using a cash balance methodology that provides for credits to be made to a hypothetical account. Prior to January 1, 2004, the hypothetical accounts were allocated basic credits equal to 1.7% to 7% (depending on age and service) of eligible earnings. Since then, interest credits only have been made to the hypothetical account each month using an interest rate set each year, with a minimum rate of 5.00%. The rate in effect for ~~2017~~2020 was 5.00%.

Benefits are payable at any time after separation of service as a lump sum amount (based on the account balance) or an actuarially equivalent ~~single life~~single-life annuity; 50%, 75%, or 100% joint and survivor annuity; 50% or 100% contingent annuity; or ~~single life~~single-life annuity with 5five or 10 years guaranteed.


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Executive Compensation

LOGO

As reported in the Pension Benefits Table, PSI Cash Balance accounts are assumed to grow with interest until, and benefits will commence on:

~~for Mr. Falzon, the participant’s Normal Retirement Date; and~~

●

for Messrs. Tanji and Falzon, the participant’s Normal Retirement Date; and

~~for Mr. Pelletier, the same date benefits are assumed to commence under the Traditional Pension Formula.~~

●

for Mr. Pelletier, the same date benefits are assumed to commence under the Traditional Pension Formula.

Benefits are assumed to commence with 90% of participants electing a lump sum and 10% electing a 50% joint and survivor annuity.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		77

~~Executive Compensation~~

The Supplemental Retirement Plan and SERPs

The Supplemental Retirement Plan is a~~non-qualified~~ nonqualified retirement plan designed to complement the Merged Retirement Plan by providing benefits to all participants of the Merged Retirement Plan, including the NEOs, who are prohibited from receiving additional benefits under the Merged Retirement Plan because of Internal Revenue Code limits. Benefits under the Supplemental Retirement Plan are generally payable at the earlier of six months after separation from service and age 65. Under a special rule applicable to the Supplemental Retirement Plan, benefits are required to begin to be paid to a home office participant following attainment of age 65, regardless of whether he or she has separated from service.

The Prudential Insurance Supplemental Executive Retirement Plan and the PFI Supplemental Executive Retirement Plan (collectively, the “Prudential SERPs”) provide “Early Retirement Benefits” to certain eligible executives, including the NEOs, subject to the approval of our Board and the Committee. Early Retirement Benefits are designed to recognize the service and contributions of eligible executives who are involuntarily terminated by exempting them from the reduction factor for early retirement between the ages of 55 and 65, a reduction of up to 50%, which would otherwise be applicable under the Traditional Pension Formula and the Grandfathered Benefit under the Cash Balance Formula of the Merged Retirement Plan and the Supplemental Retirement Plan. Benefits under the Prudential SERPs are generally payable at the earlier of six months after separation from service and age 65.

No NEO is currently eligible for benefits under the Early Retirement Benefits provision. Upon an involuntary termination of employment, ~~Messrs. Strangfeld, Grier, and Lowrey~~no NEO will ~~not~~ be eligible for benefits under the Early Retirement Benefits provision due to a variety of factors; Messrs. Falzon and Pelletier are potentially eligible for benefits under the Early Retirement Benefits provision. However, were Mr. Falzon to qualify for Early Retirement Benefits, only the Grandfathered Benefit portion of his benefits would not be subject to reduction.factors.

In 2008, the NEOs (with the exception of ~~Mr. Lowrey)~~Messrs. Lowrey and Sullivan) were permitted to make an irrevocable election regarding the form of payment for their pension benefits and each NEO (with the exception of ~~Mr. Falzon)~~Messrs. Falzon and Sleyster) elected to receive his Supplemental Retirement Plan and Prudential SERPs benefits, if any, in a lump sum.

The Prudential Securities Incorporated Supplemental Retirement Plan for Executives (“PSI SERP”) was designed to make it more attractive to certain key executives to remain employees of Prudential Securities Incorporated and its subsidiaries. ~~Mr. Pelletier is the only NEO that is accruing benefits under the PSI SERP. Mr. Pelletier’s PSI SERP benefit will be paid as an annuity upon separation from service, irrespective of age.~~ The PSI SERP benefit is determined as a target benefit, less the benefit payable from the PSI Cash Balance Formula and an estimated Social Security retirement benefit. The target benefit is 60% of an employee’s average salary times a ratio of service to 30 years. Mr. Pelletier is the only NEO that has accrued benefits under the PSI SERP. Mr. Pelletier stopped accruing service credit under this plan upon his transfer to Prudential from Prudential Securities Incorporated. Mr. Pelletier started payment of his PSI SERP benefit as an annuity upon his separation from service.

Notwithstanding the foregoing, benefits reported in the Pension Benefits Table are assumed to commence in the ~~same~~ form of payment elected for this benefit, either an annuity or a lump sum, and at the same time as under the Merged Retirement Plan benefit to be consistent with assumptions used in the Company’s financial statements.


74		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Executive Compensation

LOGO

Nonqualified Deferred Compensation

The following table provides information on the NEOs’ participation in the Prudential Supplemental Employee Savings Plan (the “SESP”) and the Deferred Compensation Plan:

~~2017 Nonqualified Deferred Compensation Table~~


Name	Plan		Executive Contributions in Last Fiscal Year ($)⁽¹⁾		Registrant Contributions in Last Fiscal Year ($)⁽²⁾		Aggregate Earnings in Last Fiscal Year ($)⁽³⁾		Aggregate Balance at Last Fiscal Year End ($)⁽⁴⁾		Plan		Executive Contributions in Last Fiscal Year ($)⁽¹⁾		Registrant Contributions in Last Fiscal Year ($)⁽²⁾		Aggregate Earnings in Last Fiscal Year ($)⁽³⁾		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End ($)⁽⁴⁾
John R. Strangfeld		SESP	$	45,200	$	45,200	$	50,562	$	1,548,952

Charles F. Lowrey												SESP		38,446		38,446		23,639				747,076

												Deferred Compensation						34,774				14,920,675

Kenneth Y. Tanji												SESP		13,523		13,523		5,094				170,720

												Deferred Compensation						640,665				6,274,865
		Deferred Compensation	$	—	$	—	$	1,182,407	$	10,944,848
Robert M. Falzon		SESP	$	20,000	$	20,000	$	6,478	$	218,523		SESP		30,138		30,138		12,356				407,614
		Deferred Compensation	$	418,600	$	—	$	411,650	$	3,371,429
Mark B. Grier		SESP	$	36,800	$	36,800	$	35,568	$	1,096,814
		Deferred Compensation	$	—	$	—	$	—	$	—		Deferred Compensation		496,278				438,657				6,039,676
Charles F. Lowrey		SESP	$	20,000	$	20,000	$	15,770	$	493,293

Scott G. Sleyster												SESP		17,677		17,677		16,574				515,184

												Deferred Compensation		192,699				392,109				16,150,575

Andrew F. Sullivan												SESP		17,677		17,677		2,814				108,288

												Deferred Compensation		81,450				(8,617)				226,839
		Deferred Compensation	$	—	$	—	$	753,326	$	13,246,168
Stephen Pelletier		SESP	$	20,000	$	20,000	$	12,440	$	394,800		SESP						13,186		(517,207)		—
		Deferred Compensation	$	—	$	—	$	560,567	$	6,921,401
												Deferred Compensation						(1,636,109)		(10,066,468)		1,648,890

(1)

The amounts reported in the Executive Contributions in Last Fiscal Year column represent elective contributions of a portion of their base salary to the SESP (which amounts are also included in the Salary Column of the Summary Compensation Table) and elective contributions to the Deferred Compensation Plan from the annual incentive ~~payments.~~award.

~~| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

(2)

~~Executive Compensation~~

~~(2)~~

The amounts reported in the Registrant Contributions in Last Fiscal Year column represent the Company’s contributions to each NEO’s SESP account (which amounts are also included in the All Other Compensation column of the Summary Compensation Table).

(3)

The amounts reported in the Aggregate Earnings in Last Fiscal Year column include amounts reported for above-market interest on the SESP in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table. Specifically, ~~$4,281~~$12,039 for Mr. ~~Strangfeld, $562~~Lowrey, $2,600 for Mr. Tanji, $6,370 for Mr. Falzon, ~~$3,016~~$8,414 for Mr. ~~Grier, $1,341~~Sleyster and $1,459 for Mr. ~~Lowrey and $1,062 for Mr. Pelletier.~~Sullivan.

(4)

The amounts reported in the Aggregate Balance at Last Fiscal ~~Year-End~~Year End column represent balances from the SESP and ~~the~~ Deferred Compensation Plan and include various amounts previously reported in the Summary Compensation Table as Salary, Non-Equity Incentive Plan Compensation or All Other Compensation.

SESP

The SESP is a~~non-qualified~~ ~~profit-sharing~~ nonqualified profit sharing plan designed to provide benefits in excess of amounts permitted to be contributed under the PESP. It allows employees, including the NEOs, to elect to defer from 1% to 4% of their eligible earnings paid after the Code limit is exceeded in the year ($~~270,000~~285,000 in ~~2017)~~2020) to a hypothetical ~~recordkeeping~~record-keeping account on apre-tax basis through payroll deduction. We match 100% of an employee’s deferrals. Eligible earnings for the NEOs under the SESP are limited to base salary only. Interest is earned on a participant’s account at the same rate as the Fixed Rate Fund under the PESP. This rate is generally set quarterly within a calendar year, and the rate in effect for each quarter of ~~2017~~2020 was 3.50%. A participant’s account is distributed to the employee six months after the participant’s separation from service.

Deferred Compensation Plan

The Deferred Compensation Plan is a~~non-qualified,~~ nonqualified, unfunded plan that provides certain designated executives in the United States, including the NEOs, with the ability to defer taxation on up to 85% of their annual cash incentive awards. Deferrals may be invested in notional funds that generally mirror the PESP fund offerings, including shares of our Common Stock.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		75

Executive Compensation

LOGO

Post-Employment Compensation Arrangements

While we have not entered into employment agreements with our NEOs, they are eligible to receive certain payments and benefits in the event of a termination of employment, including following a change in control of the Company, under the Severance Plan and Change in Control Program. ~~Mr. Strangfeld~~Our CEO does not participate in the Severance Plan.

In ~~the case of the NEOs, and in~~ many cases, subject to the approval of our Board, ~~the~~ various payments and benefits are provided under the Severance Plan, the Change in Control Program, the Omnibus Plan and other Company plans and programs, as ~~applicable, are as follows:~~applicable.

~~Severance~~

~~Annual~~

~~Incentives~~

~~Stock Options~~

~~Performance~~

~~Shares/~~

~~Performance~~

~~Units~~

~~Book Value~~

~~Units~~

~~SERP~~

~~Additional~~

~~Retirement~~

~~Accruals~~

~~Health/Life~~

~~Voluntary Termination; Early or Normal Retirement~~

—

~~Annual Incentive Program~~

Omnibus Plan*

~~Omnibus~~
Plan*

Omnibus Plan*

—

~~Merged Retirement Plan and Supplemental Retirement~~

~~Plan~~

—

~~Involuntary Termination Without Cause~~

~~Severance Plan~~

~~Annual Incentive Program~~

Omnibus Plan**

~~Prudential SERP~~

~~Merged Retirement Plan and Supplemental Retirement Plan~~

—

~~Separation in Connection With Change in Control~~¹

~~Change in Control Program~~

~~and Annual Incentive Program~~

~~Change in Control Program and Omnibus Plan~~

~~Change in Control Program~~
~~and Omnibus Plan~~

~~Change in Control Program and Omnibus Plan~~

~~Prudential SERP~~

~~Merged Retirement Plan and Supplemental Retirement Plan~~

~~Change in Control Program~~

~~Separation Due to~~
~~Disability~~

—

~~Annual Incentive Program~~

~~Omnibus Plan~~

~~Omnibus~~
~~Plan~~

—

~~Merged Retirement Plan and Supplemental Retirement Plan~~

~~Prudential Welfare Benefits Plan~~

~~Separation Due to Death~~

—

~~Annual Incentive Program~~

~~Omnibus Plan~~

~~Omnibus~~
~~Plan~~

—

~~Merged Retirement Plan and Supplemental Retirement Plan~~

—

~~See footnotes below.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		79

~~Executive Compensation~~

Voluntary Termination; Early or Normal Retirement

~~Normal Retirement~~Annual Incentives.

~~SEVERANCE~~

~~ANNUAL INCENTIVES~~

Annual Incentive Program: an annual incentive payment based on the current year’s ~~business~~Company and individual performance, payable following the completion of the performance year.

~~STOCK OPTIONS~~

Stock Options.Omnibus Plan*Plan⁽¹⁾: Vested stock options remain exercisable for a period of up to five years after termination; and unvested stock options continue to vest according to the original vesting schedule.

~~PERFORMANCE SHARES/PERFORMANCE UNITS~~

Performance Shares/Performance Units.Omnibus Plan*Plan⁽¹⁾: each grant of performance shares and performance units will be paid out at the end of its respective performance period based on the actual number of shares ~~and performance units~~ earned as determined by the Committee.

~~Performance shares are paid in shares of Common Stock and performance units are paid in cash.~~

~~BOOK VALUE UNITS~~

Book Value Units.Omnibus Plan*Plan⁽¹⁾: each grant of book value units vestsone-third each year and is paid out annually in cash based on the Company’s adjusted book value per share at the end of the fiscal quarter prior to payment.

Additional Retirement Accruals. Merged Retirement Plan and Supplemental Retirement Plan: additional benefit based on the annual incentive.

Involuntary Termination Without Cause

Severance. Severance Plan: assuming all eligibility conditions are satisfied, severance payments of up to 18 months of salary and annual incentive.

Annual Incentives. Annual Incentive Program: an annual incentive payment based on the current year’s Company and individual performance, payable following the completion of the performance year.

Stock Options. Omnibus Plan⁽²⁾: (i) Vested stock options remain exercisable for a period of up to five years after termination date and unvested stock options continue to vest according to the original vesting schedule.

Performance Shares/Performance Units. Omnibus Plan⁽²⁾: each grant of performance shares and performance units will be paid out at the end of its respective performance period based on the actual number of shares earned as determined by the Committee.

Book Value Units. Omnibus Plan⁽²⁾: each grant of book value units vests one-third each year and is paid out annually in cash based on the Company’s adjusted book value per share at the end of the fiscal quarter prior to payment.

SERP. Prudential SERP: Early Retirement Benefit provided to eligible participants.

Additional Retirement Accruals. Merged Retirement Plan and Supplemental Retirement Plan: additional benefit based on the annual incentive and additional benefit to Messrs. Tanji, Falzon, Sleyster and Sullivan based on the amount of severance.

Separation in Connection with Change in Control⁽³⁾

Severance. Change in Control Program: (i) a lump-sum payment equal to the sum of two times annual base salary and annual incentive (based on the average of the annual incentive payments for the previous three calendar years); and (ii) a payment equal to the present value of the retirement benefits that would have accrued during the period of time on which the lump-sum payment in (i) is based.

Annual Incentives. Change in Control Program and Annual Incentive Program: an annual incentive payment based on the target annual incentive award opportunity in the year termination occurs.

Stock Options. Change in Control Program and Omnibus Plan: accelerated vesting of stock options, only if outstanding awards will not be honored or assumed or substituted with equitable replacement awards made by a successor employer.

Performance Shares/Performance Units. Change in Control Program and Omnibus Plan: payment of outstanding performance shares and performance units at target in shares within 30 days of a change in control, only if outstanding awards will not be honored or assumed or substituted with equitable replacement awards made by a successor employer. For performance shares and performance units granted in 2017 and subsequent years, at the change in control (i) outstanding, unconverted performance shares and performance units will become vested at target and settled in shares, and (ii) outstanding performance shares and performance units that were converted to restricted stock units will become vested and settled in shares, only if such outstanding awards will not be honored or assumed or substituted with equitable replacement awards made by a successor employer.


76		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Executive Compensation

LOGO

Book Value Units. Change in Control Program and Omnibus Plan: payment of outstanding book value units in cash based on the Company’s adjusted book value per share at the end of the fiscal quarter ended on or immediately prior to the change in control, only if outstanding awards will not be honored or assumed or substituted with equitable replacement awards made by a successor employer.

SERP. Prudential SERP: Early Retirement Benefit provided to eligible participants.

Additional Retirement Accruals. Merged Retirement Plan and Supplemental Retirement Plan: additional benefit based on the annual incentive.

Health/Life. Change in Control Program: continued health benefits at active employee contribution levels for a period of 18 months, plus a “gross-up” for any expected tax consequences associated with providing these health benefits.

Separation Due to Disability or Death

Annual Incentives. Annual Incentive Program: an annual incentive payment based on an average of the previous three years’ annual incentive awards.

Stock Options. Omnibus Plan: stock option vesting accelerates with up to three years to exercise.

Performance Shares/Performance Units. Omnibus Plan: all outstanding awards of performance shares and performance units are paid at target in shares of our Common Stock.

Book Value Units. Omnibus Plan: all outstanding awards of book value units are paid out in cash based on the Company’s adjusted book value per share at the end of the fiscal quarter prior to payment.

Additional Retirement Accruals. Merged Retirement Plan and Supplemental Retirement Plan: additional benefit based on the annual incentive (paid to spouse in the event of death). In the event of disability, additional credits until pension commencement (assumed to be Normal Retirement Date).

Health/Life. Prudential Welfare Benefits Plan: monthly disability payment based on salary plus the greater of the most recently paid annual incentive award or the average of the last three most recently paid annual incentive awards.

*(1)

Based on approved retirement treatment. However, in the event the participant does not qualify for approved retirement treatment (i) unvested stock options are cancelled and vested stock options are exercisable for up to 90 days after termination and (ii) all outstanding restricted stock units, performance shares, performance units and book value units are generally forfeited. Upon a voluntary termination, Messrs. Tanji and Sullivan will not qualify for approved retirement treatment.

~~SERP~~

~~ADDITIONAL RETIREMENT ACCRUALS~~

~~Merged Retirement Plan and Supplemental Retirement Plan: additional benefit based on the annual incentive.~~

~~Involuntary Termination Without Cause~~

~~SEVERANCE~~

~~Severance Plan: assuming all eligibility conditions are satisfied, severance payments of up to 18 months of salary and annual incentive.~~

~~ANNUAL INCENTIVES~~

~~Annual Incentive Program: an annual incentive payment based on the current year’s business and individual performance, payable following the completion of the performance year.~~

~~STOCK OPTIONS~~

Omnibus Plan**: (i) Vested stock options remain exercisable for a period of up to five years after termination date and unvested stock options continue to vest according to the original vesting schedule.

~~PERFORMANCE SHARES/PERFORMANCE UNITS~~

Omnibus Plan**: each grant of performance shares and performance units will be paid out at the end of its respective performance period based on the actual number of shares and performance units earned as determined by the Committee. Performance shares are paid in shares of Common Stock and performance units are paid in cash.

~~BOOK VALUE UNITS~~

~~Omnibus Plan**: each grant of book value units vestsone-third~~ ~~each year and is paid out annually in cash based on the Company’s book value per share at the end of the fiscal quarter prior to payment.~~

**(2)

Based on approved retirement treatment. However, in the event the participant does not qualify for approved retirement treatment (i) unvested stock options are cancelled and vested stock options are exercisable for up to 90 days after termination, and (ii) generally apro-rata portion of restricted stock units, performance shares, performance units and book value units will vest. Upon an involuntary termination without cause, Mr. Sullivan will not qualify for approved retirement treatment.

~~SERP~~

~~Prudential SERP: Messrs. Falzon and Pelletier are retirement- eligible and may receive an Early Retirement Benefit.~~

~~ADDITIONAL RETIREMENT ACCRUALS~~

~~Merged Retirement Plan and Supplemental Retirement Plan: additional benefit based on the annual incentive.~~

Merged Retirement Plan (Traditional Pension Formula) and Supplemental Retirement Plan (Traditional Pension Formula): additional benefit to Mr. Pelletier based on the amount of severance paid and the period of time over which the severance is based (~~e.g.,~~ ~~78 weeks).~~

~~Merged Retirement Plan (Cash Balance Formula) and Supplemental Retirement Plan (Cash Balance Formula): additional benefit to Messrs. Falzon, Grier, and Lowrey based on the amount of severance.~~

~~Separation in Connection with Change in~~

~~Control~~¹

~~SEVERANCE~~

~~Change in Control Program: (i) alump-sum~~ payment equal to the sum of two times annual base salary and bonus (based on the average of the annual incentive payments for the previous three calendar years); and (ii) a payment equal to the present value of the retirement benefits that would have accrued during the period of time on which the~~lump-sum~~ ~~payment in (i) is based.~~

⁽¹⁾(3)

Pursuant to the Change in Control Program, before payments may be made, a change in control must have occurred and the designated executive officer’s employment must, within two years following the change in control, either have terminated involuntarily without “cause” or by the eligible executive officer for “good ~~reason”.~~reason.” An eligible executive officer would have good reason to terminate his or her employment in the event of a material reduction in his or her compensation or the terms and conditions of his or her employment were to adversely change (for example, a reduction in job responsibilities, title, or forced relocation).

~~ANNUAL INCENTIVES~~

~~Change in Control Program and Annual Incentive Program: an annual incentive payment based on the target annual incentive award opportunity in the year termination occurs.~~

~~STOCK OPTIONS~~

Change in Control Program and Omnibus Plan: accelerated vesting of stock options, only if outstanding awards will not be honored or assumed or substituted with equitable replacement awards made by a successor employer.

~~PERFORMANCE SHARES/PERFORMANCE UNITS~~

Change in Control Program and Omnibus Plan: payment of outstanding performance shares and performance units at target in cash or shares within 30 days of a change in control, only if outstanding awards will not be honored or assumed or substituted with equitable replacement awards made by a successor employer. For performance shares and



80		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~Executive Compensation~~

performance units granted in 2017 and subsequent years, at the change in control (i) outstanding, unconverted performance shares and performance units will become vested at target and settled in cash or shares, as applicable, and (ii) outstanding performance shares and performance units that were converted to restricted stock units will become vested and settled in shares, only if such outstanding awards will not be honored or assumed or substituted with equitable replacement awards made by a successor employer.

~~BOOK VALUE UNITS~~

Change in Control Program and Omnibus Plan: payment of outstanding book value units in cash based on the Company book value per share at the end of the fiscal quarter ended on or immediately prior to the change in control, only if outstanding awards will not be honored or assumed or substituted with equitable replacement awards made by a successor employer.

~~SERP~~

~~Prudential SERP: Messrs. Falzon and Pelletier are retirement-eligible and may receive an Early Retirement Benefit.~~

~~ADDITIONAL RETIREMENT ACCRUALS~~

~~Merged Retirement Plan and Supplemental Retirement Plan: additional benefit based on the annual incentive.~~

~~HEALTH/LIFE~~

Change in Control Program: continued health benefits at active employee contribution levels for a period of 18 months, plus a “gross up” for any expected tax consequences associated with providing these health benefits.

~~Separation Due to Disability~~

~~SEVERANCE~~

~~ANNUAL INCENTIVES~~

~~Annual Incentive Program: an annual incentive payment based on an average of the previous three years’ annual incentive awards.~~

~~STOCK OPTIONS~~

~~Omnibus Plan: stock option vesting accelerates with up to three years to exercise.~~

~~PERFORMANCE SHARES/PERFORMANCE UNITS~~

~~Omnibus Plan: all outstanding awards of performance shares and performance units are paid at target in shares of our Common Stock and cash, respectively.~~

~~BOOK VALUE UNITS~~

~~Omnibus Plan: all outstanding awards of book value units are paid out in cash based on the Company book value per share at the end of the fiscal quarter prior to payment.~~

~~SERP~~

~~ADDITIONAL RETIREMENT ACCRUALS~~

~~Merged Retirement Plan and Supplemental Retirement Plan: additional benefit based on the annual incentive.~~

Merged Retirement Plan (Cash Balance Formula) and Supplemental Retirement Plan (Cash Balance Formula): Messrs. Falzon, Grier, and Lowrey would receive additional credits until pension commencement (assumed to be Normal Retirement Date).

~~HEALTH/LIFE~~

Prudential Welfare Benefits Plan: monthly disability payment based on salary plus the greater of the most recently paid annual incentive award or the average of the last three most recently paid annual incentive awards.

~~Separation Due to Death~~

~~SEVERANCE~~

~~ANNUAL INCENTIVES~~

~~Annual Incentive Program: an annual incentive payment based on an average of the previous three years’ annual incentive awards.~~

~~STOCK OPTIONS~~

~~Omnibus Plan: stock option vesting accelerates with a minimum of one and up to three years to exercise outstanding options.~~

~~PERFORMANCE SHARES/PERFORMANCE UNITS~~

~~Omnibus Plan: all outstanding awards of performance shares and performance units are paid at target in shares of our Common Stock and cash, respectively.~~

~~BOOK VALUE UNITS~~

~~Omnibus Plan: all outstanding awards of book value units are paid out in cash based on the Company book value per share at the end of the fiscal quarter prior to payment.~~

~~SERP~~

~~ADDITIONAL RETIREMENT ACCRUALS~~

~~Merged Retirement Plan and Supplemental Retirement Plan: additional benefit payable to the spouse based on the annual incentive.~~

Potential Payments ~~Upon~~

upon Termination or Change in Control

The following table presents, for each of the NEOs, the estimated payments and benefits that would have been payable as of the end of ~~2017~~2020 in the event ~~of:~~

~~voluntary termination~~ of ~~employment;~~

~~involuntary~~a termination of employment (voluntary or involuntary without ~~cause;~~

cause) or a separation ~~due to a change~~for another reason (change in control, ~~of the Company;~~

disability, or death).

~~separation due to disability; and~~

~~separation due to death.~~

Consistent with SEC requirements, these estimated amounts have been calculated as if the NEO’s employment had been terminated as of December ~~29, 2017,~~31, 2020, the last business day of ~~2017,~~2020, and using the closing market price of our Common Stock on December ~~29, 2017~~31, 2020 ($~~114.98~~78.07 per share).

Retirement eligibility differs according to the employment separation event. The following table assumes that benefits are paid in an annuity form and commence on January 1, ~~2018,~~2021, unless stated otherwise. The table also assumes Board approval of various payments ~~and Prudential SERP Early Retirement Benefits,~~ as applicable, for all ~~NEOs.~~



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		81

~~Executive Compensation~~

~~The following items have been excluded from the table:~~

The benefits the NEOs would be entitled to receive under the SESP and the Deferred Compensation Plan (these benefits are disclosed in the Nonqualified Deferred Compensation Table contained in this Proxy Statement).

Additional payments to the NEOs under the PESP, The Prudential Welfare Benefits Plan and The Prudential Retiree Welfare Benefits Plan (plans providing, among other things, life insurance, disability insurance, medical insurance and/or dental insurance), which do not discriminate in scope, terms, or operation in favor of the NEOs, and ~~are generally available to all salaried employees.~~

The effects of an involuntary termination of employment for cause, which will result in a forfeiture of all outstanding vested and unvested performance shares, performance units, book value units, restricted stock units, and stock options, and for Mr. Pelletier potential forfeiture of the benefit under the PSI SERP. The NEOs will receive no additional payments in the event of a termination of employment for cause.

~~The amounts reported in the following table are~~displays hypothetical amounts based on the disclosure of compensation information about the NEOs. Actual payments and benefits will depend on the circumstances and timing of any termination of employment or other triggering event.

Mr. Pelletier retired from the Company on April 1, 2020. In February 2021, he received an annual incentive award of $891,000 in respect of 2020 performance (reported in the Summary Compensation Table).


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		77

Executive Compensation

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Estimated Post-Employment Payments and Benefits

Name Type of Payment or Benefit Voluntary
Termination/Early or
Normal Retirement
($) Involuntary
Termination
Without Cause
($) Separation Due to
Change in Control
($) Separation
Due to Disability
($) Separation
Due to Death
($)
John R. Strangfeld Severance Payment 27,667,065 ⁽¹⁾
Annual Incentive 6,660,000 ⁽²⁾ 6,660,000 ⁽²⁾ 6,000,000 6,563,700 6,563,700
Long-term Incentive: Stock Options⁽³⁾
RSUs
Performance Shares⁽⁴⁾ 11,616,429 ⁽⁴⁾ 11,616,429 ⁽⁴⁾ 11,616,429 ⁽⁴⁾
Performance Units⁽⁵⁾ 11,616,429 ⁽⁵⁾ 11,616,429 ⁽⁵⁾ 11,616,429 ⁽⁵⁾
Book Value Performance Book Value Units⁽⁶⁾ 8,813,699 ⁽⁶⁾ 8,813,699 ⁽⁶⁾ 8,813,699 ⁽⁶⁾
Benefits: SERP
Health/Life 26,057 ⁽⁷⁾
Addtl. Retire Accurals 1,543,392 1,543,392 450,756 706,128 675,252
Total 8,203,392 8,203,392 66,190,437 39,316,386 39,285,510
Robert M. Falzon Severance Payment 5,600,100 8,844,159 ⁽¹⁾
Annual Incentive 3,330,000 ⁽²⁾ 3,330,000 ⁽²⁾ 3,000,000 2,963,400 2,963,400
Long-term Incentive: Stock Options⁽³⁾
RSUs
Performance Shares⁽⁴⁾ 4,478,701 ⁽⁴⁾ 4,478,701 ⁽⁴⁾ 4,478,701 ⁽⁴⁾
Performance Units⁽⁵⁾ 4,478,701 ⁽⁵⁾ 4,478,701 ⁽⁵⁾ 4,478,701 ⁽⁵⁾
Book Value Performance Book Value Units⁽⁶⁾ 3,763,418 ⁽⁶⁾ 3,763,418 ⁽⁶⁾ 3,763,418 ⁽⁶⁾
Benefits: SERP 70,272 70,284
Health/Life 26,057 ⁽⁷⁾
Addtl. Retire Accurals 344,808 924,660 310,632 2,580,802 331,901
Total 3,674,808 9,925,032 24,971,951 18,265,022 16,016,121
Mark B. Grier Severance Payment 10,125,000 15,691,344 ⁽¹⁾
Annual Incentive 5,660,000 ⁽²⁾ 5,660,000 ⁽²⁾ 5,100,000 5,560,000 5,560,000
Long-term Incentive: Stock Options⁽³⁾
RSUs
Performance Shares⁽⁴⁾ 9,377,079 ⁽⁴⁾ 9,377,079 ⁽⁴⁾ 9,377,079 ⁽⁴⁾
Performance Units⁽⁵⁾ 9,377,079 ⁽⁴⁾ 9,377,079 ⁽⁴⁾ 9,377,079 ⁽⁴⁾
Book Value Performance Book Value Units⁽⁶⁾ 7,285,784 ⁽⁴⁾ 7,285,784 ⁽⁴⁾ 7,285,784 ⁽⁴⁾
Benefits: SERP
Health/Life 34,982 ⁽⁷⁾ 256,987
Addtl. Retire Accurals 792,400 2,209,900 714,000 710,975 778,400
Total 6,452,400 17,994,900 47,580,268 32,567,904 32,378,342
Charles F. Lowrey Severance Payment 7,972,500 12,775,912 ⁽¹⁾
Annual Incentive 4,440,000 ⁽²⁾ 4,440,000 ⁽²⁾ 4,000,000 4,545,000 4,545,000
Long-term Incentive: Stock Options⁽³⁾
RSUs
Performance Shares⁽⁴⁾ 5,793,727 ⁽⁴⁾ 5,793,727 ⁽⁴⁾ 5,793,727 ⁽⁴⁾
Performance Units⁽⁵⁾ 5,793,727 ⁽⁵⁾ 5,793,727 ⁽⁵⁾ 5,793,727 ⁽⁵⁾
Book Value Performance Book Value Units⁽⁶⁾ 5,212,979 ⁽⁶⁾ 5,212,979 ⁽⁶⁾ 5,212,979 ⁽⁶⁾
Benefits: SERP
Health/Life 31,345 ⁽⁷⁾
Addtl. Retire Accurals 492,840 1,377,787 444,000 3,815,101 504,495
Total 4,932,840 13,790,287 34,051,690 25,160,534 21,849,928
Stephen Pelletier Severance Payment 6,747,600 15,311,943 ⁽¹⁾
Annual Incentive 4,700,000 ⁽²⁾ 4,700,000 ⁽²⁾ 4,000,000 3,728,400 3,728,400
Long-term Incentive: Stock Options⁽³⁾
RSUs
Performance Shares⁽⁴⁾ 5,300,923 ⁽⁴⁾ 5,300,923 ⁽⁴⁾ 5,300,923 ⁽⁴⁾
Performance Units⁽⁵⁾ 5,300,923 ⁽⁵⁾ 5,300,923 ⁽⁵⁾ 5,300,923 ⁽⁵⁾
Book Value Performance Book Value Units⁽⁶⁾ 4,592,814 ⁽⁶⁾ 4,592,814 ⁽⁶⁾ 4,592,814 ⁽⁶⁾
Benefits: SERP 632,964
Health/Life 33,830 ⁽⁷⁾
Addtl. Retire Accurals 2,765,832 6,144,288 2,079,276 1,528,272 1,008,060
Total 7,465,832 17,591,888 37,252,672 20,451,332 19,931,120


Name	Type of Payment or Benefit		Voluntary Termination/Early or Normal Retirement ($)			Involuntary Termination Without Cause ($)			Separation Due to Change in Control ($)			Separation Due to Disability ($)			Separation Due to Death ($)

Charles F. Lowrey	Severance Payment									13,358,366	⁽¹⁾

	Annual Incentive			3,119,000	⁽²⁾		3,119,000	⁽²⁾		3,500,000			4,355,000			4,355,000

	Long-term Incentive:	Performance Shares/Units⁽³⁾								10,045,111	⁽³⁾		10,045,111	⁽³⁾		10,045,111	⁽³⁾
		Book Value Units⁽⁴⁾								5,549,196	⁽⁴⁾		5,549,196	⁽⁴⁾		5,549,196	⁽⁴⁾

	Benefits:	Health/Life								45,681	⁽⁵⁾
		Addtl. Retire Accruals		392,994			392,994			441,000			2,399,759			548,730

	Total			3,511,994			3,511,994			32,939,354			22,349,066			20,498,037

Kenneth Y. Tanji	Severance Payment						2,845,100			4,252,422	⁽¹⁾

	Annual Incentive						1,123,000	⁽²⁾		1,260,000			1,296,700			1,296,700

	Long-term Incentive:	Performance Shares/Units⁽³⁾								2,853,693	⁽³⁾		2,853,693	⁽³⁾		2,853,693	⁽³⁾
		Book Value Units⁽⁴⁾								1,490,573	⁽⁴⁾		1,490,573	⁽⁴⁾		1,490,573	⁽⁴⁾

	Benefits:	Health/Life								43,684	⁽⁵⁾		1,633,478
		Addtl. Retire Accruals					384,906			122,220			3,144,390			125,780

	Total			—			4,353,006			10,022,592			10,418,834			5,766,746

Robert M. Falzon	Severance Payment						6,550,100			10,237,479	⁽¹⁾

	Annual Incentive			2,495,000	⁽²⁾		2,495,000	⁽²⁾		2,800,000			3,366,700			3,366,700

	Long-term Incentive:	Performance Shares/Units⁽³⁾								7,908,023	⁽³⁾		7,908,023	⁽³⁾		7,908,023	⁽³⁾
		Book Value Units⁽⁴⁾								4,398,161	⁽⁴⁾		4,398,161	⁽⁴⁾		4,398,161	⁽⁴⁾

	Benefits:	Health/Life								30,795	⁽⁵⁾
		Addtl. Retire Accruals		285,228			1,034,033			320,095			1,739,868			424,204

	Total			2,780,228			10,079,133			25,694,553			17,412,752			16,097,088

Scott G. Sleyster	Severance Payment						4,067,600			6,430,321	⁽¹⁾

	Annual Incentive			1,782,000	⁽²⁾		1,782,000	⁽²⁾		2,000,000			2,011,700			2,011,700

	Long-term Incentive:	Performance Shares/Units⁽³⁾								4,801,071	⁽³⁾		4,801,071	⁽³⁾		4,801,071	⁽³⁾
		Book Value Units⁽⁴⁾								2,374,016	⁽⁴⁾		2,374,016	⁽⁴⁾		2,374,016	⁽⁴⁾

	Benefits:	Health/Life								38,944	⁽⁵⁾		929,359
		Addtl. Retire Accruals		191,740			629,395			215,185			1,174,368			239,392

	Total			1,973,740			6,478,995			15,859,537			11,290,514			9,426,179

Andrew F. Sullivan	Severance Payment						3,230,100			4,604,215	⁽¹⁾

	Annual Incentive						1,890,000	⁽²⁾		2,000,000			1,453,400			1,453,400

	Long-term Incentive:	Performance Shares/Units⁽³⁾								2,699,270	⁽³⁾		2,699,270	⁽³⁾		2,699,270	⁽³⁾
		Book Value Units⁽⁴⁾								1,303,268	⁽⁴⁾		1,303,268	⁽⁴⁾		1,303,268	⁽⁴⁾

	Benefits:	Health/Life								44,109	⁽⁵⁾		2,046,213
		Addtl. Retire Accruals					378,887			148,000			3,922,564			107,552

	Total			—			5,498,987			10,798,862			11,424,715			5,563,490


78		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Executive Compensation

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1	Includes severance payments equal to two times annual cash compensation (subject to execution of a non-competition agreement), and a cash payment for the pension impact of additional two years of credited service.

2	Includes annual incentive award amount for ~~2017~~2020 performance.

3	~~For disability and death, accelerated vesting of all stock options with up to three years to exercise.~~

4	Includes the value of ~~2015, 2016,~~2018, 2019 and ~~2017~~2020 target performance shares ~~paid based on the closing market price of our Common Stock on December 31, 2017 ($114.98 per share).~~

5	~~Includes the value of 2015, 2016,~~ and ~~2017 target performance~~ units paid based on the closing market price of our Common Stock on December 31, ~~2017~~2020 ($~~114.98~~78.07 per share).

64	Includes the value of ~~2015, 2016,~~2018, 2019 and ~~2017~~2020 book value units paid based on the Company’s adjusted book value per share as of December 31, ~~2016~~2020 ($~~85.54~~94.79 per share).

75	Reflects the expected contribution subsidy for 18 months and the associated tax gross-up. For this purpose, we have assumed the ~~2018~~2021 premium and contribution rates continue for the full 18 months.

The following items are excluded from the table above:

●

The benefits the NEOs would be entitled to receive under the SESP and the Deferred Compensation Plan (these benefits are disclosed in the Nonqualified Deferred Compensation table contained in this Proxy Statement).

●

Additional payments to the NEOs under the PESP, The Prudential Welfare Benefits Plan and The Prudential Retiree Welfare Benefits Plan (plans providing, among other things, life insurance, disability insurance, medical insurance and/or dental insurance), which do not discriminate in scope, terms, or operation in favor of the NEOs and are generally available to all salaried employees.

●

The effects of an involuntary termination of employment for cause, which will result in a forfeiture of all outstanding vested and unvested performance shares, performance units, book value units, restricted stock units, and stock options. The NEOs will receive no additional payments in the event of a termination of employment for cause.



82 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~79

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General Information About The Meeting

Voting Instructions and Information

Who Can Vote

You are entitled to vote your Common Stock if our records show that you held your shares as of the record date of March ~~9, 2018.~~12, 2021. At the close of business on that date, a total of ~~421,881,122~~395,416,055 shares of Common Stock were outstanding and entitled to vote. Each share of Common Stock is entitled to one vote at this Annual Meeting. Your voting instructions are confidential and will not be disclosed to persons other than those recording the vote, except if ~~a shareholder makes~~you make a written comment on the proxy card, otherwise ~~communicates his or her~~communicate your vote to management, as may be required in accordance with the appropriate legal process, or as authorized by you.

Voting Your Proxy

If your Common Stock is held through a broker, bank or other nominee (held in street name), you will receive instructions from such entity that you must follow in order to have your shares voted. If you want to vote in person, you must obtain a legal proxy from your broker, bank or other nominee, ~~and~~ bring it to the meeting, and submit it with your vote.

If you hold your shares in your own name as a holder of record with our transfer agent, Computershare, you may instruct the proxies how to vote by following the instructions listed on the Notice of Internet Availability or the proxy card to vote online, or by signing, dating and mailing the proxy card in the postage-paid envelope. Of course, you can always come to the meeting and vote your shares in ~~person.~~person, if you satisfy the procedures for attendance outlined in “Attending the Annual Meeting” below.

Whichever method you select to transmit your instructions, the proxies will vote your shares in accordance with those instructions. Except as discussed below with respect to shares held in certain ~~company~~Company plans, if you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board of Directors: FOR each director nominee, FOR ratification of the appointment of the independent ~~registered public accounting firm,~~auditor, FOR the advisory vote to approve named executive officer compensation, FOR the 2021 Omnibus Incentive Plan and AGAINST the shareholder proposal regarding an independent Board Chairman.

Special Voting Instructions for Plan Shares

If you are a participant in The Prudential Employee Savings Plan (“PESP”) and your account is invested in the PFI Common Stock Fund, you may instruct the PESP Trustee on how to vote the shares of Common Stock credited to your PESP account and held in the Fund on March ~~7, 2018.~~10, 2021. The PESP Trustee, the shareholder of record, will vote these shares in accordance with your instructions or, if you do not provide voting instructions, in the same proportion as the PESP Trustee votes the shares for which it received timely voting instructions subject to the terms of the PESP plan document, its trust agreement and applicable law. If you hold shares of Common Stock through your participation in the international portion of the Prudential Stock Purchase Plan, the Prudential International Stock Purchase Plan, or the international portion of the Associates Grants (covering vested shares of Prudential Financial, Inc. Common Stock) under the Prudential Financial, Inc. Omnibus Incentive Plan (collectively, the “Plan”), on March ~~9, 2018~~12, 2021, those shares will be voted by the Plan administrator in accordance with your instructions or, if you do not provide voting instructions, in accordance with the Board of Directors’ recommendation subject to the terms of the Plan and applicable law.

Matters to Be Presented

We are not aware of any matters tothat will be ~~presented~~acted on at the Annual Meeting other than those described in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the meeting, the proxies will use their own judgment to determine how to vote your shares. If the meeting is adjourned or postponed, the proxies can vote your shares at the adjournment or postponement as well.

80 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

General Information About The Meeting

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Revoking Your Proxy

If you hold your shares in street name, you must follow the instructions of your broker, bank or other nominee to revoke your voting instructions. If you are a holder of record and wish to revoke your proxy instructions, you must deliver later-dated proxy instructions, advise the Chief Governance Officer and Corporate Secretary in writing before the proxies vote your shares at the ~~meeting,~~Annual Meeting, or attend the ~~meeting~~Annual Meeting and vote your shares in person.



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		83

~~General Information About The Meeting~~Quorum

~~Quorum~~

A quorum is required to transact business at our Annual Meeting. Shareholders of record holding shares of stock constituting ~~50%~~a majority of the shares entitled to be cast shall constitute a quorum. If you have returned valid proxy instructions or attend the meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters introduced at the meeting. In addition, brokernon-votes will be treated as present for purposes of determining whether a quorum is present.

Voting Requirements

You may either vote for, against or abstain on each of the proposals. The affirmative vote of a majority of the votes cast is required to approve each proposal. Brokernon-votes and abstentions will have no impact, as they are not counted as votes cast.

Although the advisory vote in Item 3 is~~non-binding,~~ non binding, as provided by law, our Board will review the results of the vote and, consistent with our commitment to shareholder engagement, will take the results into account in making a determination concerning our named executive officer compensation. If you hold your shares in street name, and you do not submit voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will not be permitted to vote your shares in their discretion, which would result in “broker non-votes” on proposals relating to the election of directors, the advisory vote to approve named executive officer compensation, orthe approval of the 2021 Omnibus Incentive Plan, and the shareholder proposal regarding an independent Board Chairman, but may still be permitted to vote your shares in their discretion on the ratification of the independent ~~registered public accounting firm.~~auditor. Any shares represented by “broker non-votes” are not considered votes cast or entitled to vote and therefore will not impact the outcome of such proposals (other than for the ratification of the independent auditor).

Election of Directors

At the meeting, each nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. If an incumbent nominee is not elected by the requisite vote, he or she must tender his or her resignation, and the Board, through a process managed by the Corporate Governance and Business Ethics Committee, will decide whether to accept the resignation.

BOARD RECOMMENDATIONS

~~The Board of Directors recommends that you vote“FOR”~~ ~~each of the Director Nominees,“FOR”~~ ~~the~~
~~ratification of the appointment of the Independent Registered Public Accounting Firm,~~
~~“FOR”~~ ~~the advisory vote to approve named executive officer compensation and“AGAINST”~~ ~~the shareholder proposal regarding an independent Board Chairman.~~
The Board of Directors recommends that you vote “FOR” each of the Director Nominees, “FOR” the ratification of the appointment of the Independent Auditor, “FOR” the advisory vote to approve named executive officer compensation, “FOR” approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan and “AGAINST” the shareholder proposal regarding an independent Board Chairman.

Cost of Proxy Solicitation

We are providing these proxy materials in connection with the solicitation by the Company’s Board of Directors of proxies to be voted at our Annual Meeting. We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees will solicit shareholders personally, electronically and by telephone. None of these employees will receive any additional compensation for doing this. We have retained Georgeson, Inc. to assist in the solicitation of proxies for a fee of $25,000 plus reimbursement of expenses. We will, on request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT 81

General Information About The Meeting

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Attending the Annual Meeting

If you attend the Annual Meeting, you will be asked to present valid, government-issued photo identification, such as a driver’s license. If you are a holder of record, the top half of your proxy card or your Notice of Internet Availability is your admission ticket. If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from your bank or broker are examples of proof of ownership. If you want to vote your shares held in street name in person, you must get a legal proxy in your name from the broker, bank or other nominee that holds your shares, and submit it with your vote.



84		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~

~~General Information About The Meeting~~

Attendance at the Annual Meeting is limited to shareholders of Prudential as of the record date. Each shareholder may appoint only one proxy holder or representative to attend the Annual Meeting on his or her behalf.

Special Precautions Due to COVID-19: In order to protect the health and safety of our employees and shareholders, we are taking special precautions in connection with the Annual Meeting due to the health impact of COVID-19. These include limiting the Annual Meeting to the items of business on the Notice of Annual Meeting of Shareholders of Prudential Financial, Inc., maintaining appropriate social distance of six feet apart, and requiring masks that fully cover mouths and noses to be worn at all times. In addition, refreshments will not be provided. We also encourage shareholders who intend to attend the Annual Meeting to review the relevant guidance from public health authorities. In the event that we determine that it is necessary or appropriate to take additional steps related to how the Annual Meeting is conducted, including imposing additional attendance restrictions in light of public health concerns, details will be posted in advance on our website and, if possible, filed with the SEC.

Submission of Shareholder Proposals and Director Nominations

Rule 14a-8Proposals ~~and Director Nominations~~ for Inclusion in the Proxy Statement for the ~~2019~~2022 Annual Meeting

In order to submit shareholder proposals for the ~~2019~~2022 Annual Meeting of Shareholders for inclusion in our Proxy Statement pursuant to SEC Rule14a-8, materials must be received by the Chief Governance Officer and Corporate Secretary at the Company’s principal office ~~in Newark, New Jersey,~~(see below), no later than the close of business on November ~~23, 2018.~~25, 2021. Proposals submitted for inclusion in our Proxy Statement must comply with all of the requirements of SEC Rule 14a-8. As the rules of the SEC make clear, simply submitting a proposal or nomination does not guarantee its inclusion.

Proxy Access Director Nominations for Inclusion in the Proxy Statement for the 2022 Annual Meeting

We have adopted proxy access, which permits a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding capital stock for at least three years, to submit director nominees for up to 20% of the Board for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) meet the requirements in ourBy-laws. Notice of director nominations submitted under these proxy accessBy-law provisions must be received no earlier than December ~~9, 2018~~12, 2021 and no later than January ~~8, 2019.~~11, 2022. However, if the ~~2019~~2022 Annual Meeting is more than 30 days before or after the first anniversary of the date of this year’s Annual Meeting, such notice must be received no later than the close of business on the 10th day following the earlier of the day on which notice of the date of the ~~2019~~2022 Annual Meeting was ~~mailed~~given or public disclosure of the meeting date was made.

~~Proposals submitted for inclusion in our Proxy Statement must comply with all of the requirements of SEC Rule14a-8,~~ ~~and director~~Director nominations submitted pursuant to the proxy access provisions of ourBy-laws must comply with all of the requirements of ourBy-laws, a copy of which may be obtained at no cost from the Chief Governance Officer and Corporate Secretary. As ~~the rules of the SEC and~~ ourBy-laws make clear, simply submitting a proposal or nomination does not guarantee its inclusion.

Other Proposals or Director Nominations for Presentation at the ~~2019~~2022 Annual Meeting

OurBy-laws also establish an advance notice procedure with regard to director nominations and shareholder proposals that are not submitted for inclusion in the Proxy Statement, but that a shareholder instead wishes to present directly at an Annual Meeting. To be properly brought before the ~~2019~~2022 Annual Meeting, a notice of the nomination or the matter the shareholder wishes to present at the meeting must be delivered to the Chief Governance Officer and Corporate Secretary at the Company’s principal office ~~in Newark~~ (see below) not less than 120 or more than 150 days prior to the first anniversary of the date of this year’s Annual Meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of the Company’sBy-laws (and not pursuant to SEC Rule14a-8) must be received no earlier than December ~~9, 2018~~12, 2021 and no later than January ~~8, 2019.~~11, 2022. However, if the ~~2019~~2022 Annual Meeting is more than 30 days before or after the first anniversary of the date of this year’s Annual Meeting, such notice must be received no later than the close of business on the 10th day following the earlier of the day on which notice of the date of the ~~2019~~2022 Annual Meeting was ~~mailed~~given or public disclosure of the meeting date

82 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

General Information About The Meeting

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was made. All director nominations and shareholder proposals must comply with the requirements of the Company’sBy-laws. The Chairman may refuse to acknowledge or introduce any such matter at the 2022 Annual Meeting if notice of the matter is not received within the applicable deadlines or does not comply with the Company’sBy-laws. If a shareholder does not meet these deadlines, or does not satisfy the requirements of Rule14a-4 of the Exchange Act, the persons named as proxies will be allowed to use their discretionary voting authority when and if the matter is raised at the 2022 Annual Meeting.

All proposals and director nominations should be addressed to: Margaret M. Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc., 751 Broad Street, Newark, NJ 07102.

Eliminating Duplicative Proxy Materials

A single Proxy Statement and Annual Report, along with individual proxy cards, or individual Notices of Internet Availability, will be delivered in one envelope to multiple shareholders having the same last name and address and to individuals with more than one account registered at Computershare with the same address unless contrary instructions have been received from an affected shareholder.

If you would like to enroll in this service or receive individual copies of all documents, now or in the future, please contact Computershare by calling1-800-305-9404 or writing to Computershare at P.O. Box ~~43033, Providence, RI 02940-3033.~~50500, Louisville, KY 40233-5000. We will



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~		85

~~General Information About The Meeting~~

deliver a separate copy of all documents to a shareholder at a shared address to which a single copy of the documents was delivered promptly upon request to the address or telephone number provided above.

Delivery of Proxy Materials

We want to communicate with you in the way that is most convenient for you. You may choose to receive either a full set of printed materials—which will include an Annual Report, Proxy Statement, and proxy card—or an email with instructions for how to view the materials and vote online. To select a method of delivery during the voting season, registered shareholders may follow the instructions when voting online at www.investorvote.com/prudential. Following the ~~2018~~2021 Annual Meeting, you may continue to choose your method of delivery of future documents by visiting www.computershare.com/investor. If you own shares indirectly through a broker, bank, or other nominee, please contact your financial institution for additional information regarding delivery options.

If you do not choose a method of delivery as outlined above, you may receive aone-page Notice of Internet Availability instructing you how to access the materials and vote online in lieu of printed or electronic materials. As a publicly traded company, Prudential is legally required to make these materials available to all shareholders, and it is not possible to opt out of the mailing.

Important Notice Regarding the Availability of Proxy Materials for the ~~2018~~2021 Annual Meeting of Shareholders to Be Held on May ~~8, 2018:~~11, 2021: Our ~~2018~~2021 Proxy Statement and Annual Report for the year ended December 31, ~~2017,~~2020 are available free of charge on our website at www.prudential.com/governance.

Annual Report on Form10-K

The Company will provide by mail, without charge, a copy of its Annual Report on Form10-K, at your request. Please direct all inquiries to ~~the Company’s Corporate Information Service at1-877-998-ROCK~~ ~~(7625)~~investor.relations@prudential.com or 751 Broad Street, Newark, NJ 07102.

Incorporation Byby Reference

To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing of Prudential Financial under the Securities Act of 1933 or the Exchange Act, the sections of this Proxy Statement entitled “Report of the Audit Committee” (to the extent permitted by the rules of the SEC) and “Compensation Committee Report” shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing.

Shareholder List

A list of shareholders entitled to vote at the Annual Meeting will be available for examination by shareholders at the Annual Meeting.

86 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT ~~| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~83

General Information About The Meeting

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Forward-Looking Statements and Website References

Certain of the statements included in this Proxy Statement constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our current expectations and beliefs concerning future developments and their potential effects upon the Company. Our actual results may differ, possibly materially, from expectations or estimates reflected in such forward-looking statements. Certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements can be found in the “Risk Factors” and “Forward-Looking Statements” sections included in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. We do not undertake to update any particular forward-looking statement included in this Proxy Statement.

Website references and their hyperlinks have been provided for convenience only. The content on any referenced websites is not incorporated by reference into this proxy statement, nor does it constitute a part of this proxy statement.

84 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

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Appendix A Non-GAAP Measures

~~APPENDIX A - Non-GAAP Measures~~

Adjusted operating income (“AOI”) and operating return on average equity are non-GAAP measures of financial performance. Adjusted book value is a non-GAAP measure of financial position. We use earnings per share based on AOI, operating return on average equity, and adjusted book value as performance measures in our incentive compensation programs. Also, we believe that our use of these non-GAAP measures helps investors understand and evaluate the Company’s results of operations and financial position by providing measures that are primarily attributable to our business operations separate from the portion attributable to external and potentially volatile capital and currency market conditions.

Adjusted Operating Income

Adjusted operating income is the measure used by the Company to evaluate segment performance and to allocate resources. Adjusted operating income excludes “Realized investment gains (losses), net,” as adjusted, and related charges and adjustments. A significant element of realized investment gains and losses are impairments and credit-related and interest rate-related gains and losses. Impairments and losses from sales of credit-impaired securities, the timing of which depends largely on market credit cycles, can vary considerably across periods. The timing of other sales that would result in gains or losses, such as interest rate-related gains or losses, is largely subject to our discretion and influenced by market opportunities as well as our tax and capital profile.

Realized investment gains (losses) within certain of our businesses for which such gains (losses) are a principal source of earnings, and those associated with terminating hedges of foreign currency earnings and current period yield adjustments are included in adjusted operating income. Adjusted operating income generally excludes realized investment gains and losses from products that contain embedded derivatives, and from associated derivative portfolios that are part of an asset-liability management program related to the risk of those products. ~~However, the effectiveness of our hedging program will ultimately be reflected in adjusted operating income over time.~~ Adjusted operating income also excludes gains and losses from changes in value of certain assets and liabilities relating to foreign currency exchange movements that have been economically hedged or considered part of our capital funding strategies for our international subsidiaries, as well as gains and losses on certain investments that are ~~classified~~designated as ~~other trading account assets.~~

~~Adjusted~~trading. Additionally, adjusted operating income ~~also~~ excludes ~~investment gains and losses on trading account assets supporting insurance liabilities and~~the changes in ~~experience-rated contractholder liabilities due to asset~~fair value ~~changes, because these~~of equity securities that are recorded in net income. Additionally, market experience updates, reflecting the immediate impacts in current period results from changes in ~~asset and liability values~~current market conditions on estimates of profitability, are ~~expected to ultimately accrue to contractholders. In addition,~~excluded from adjusted operating income beginning with the second quarter of 2019, which we believe enhances the understanding of underlying performance trends.

Adjusted operating income excludes the results of ~~divested businesses,~~Divested and Run-off Businesses, which are not relevant to our ongoing operations. ~~Earnings~~Discontinued operations and earnings attributable to noncontrolling interests, each of which is presented as a separate component of net income under GAAP, are also excluded from adjusted operating income. Adjusted operating income also excludes other items, such as certain components of the consideration for the Assurance IQ acquisition, which are recognized as compensation expense over the requisite service periods, as well as changes in the fair value of contingent consideration. The tax effect associated with pre-tax adjusted operating income is based on applicable ~~Internal Revenue Service~~IRS and foreign tax regulations inclusive of pertinent adjustments.

~~Reconciliation of GAAP Net Income toAfter-Tax~~ ~~Adjusted Operating Income~~

~~(in billions)~~

      Year Ended
December 31
      2017 2016
Net income attributable to Prudential Financial, Inc.    $ 7.86 $ 4.37
Income attributable to noncontrolling interests    0.11 0.05
Net income    7.97 4.42
Less: Earnings attributable to noncontrolling interests    0.11 0.05
Income attributable to Prudential Financial, Inc.    7.86 4.37
Less: Equity in earnings of operating joint ventures, net of taxes and earnings attributable to noncontrolling interests    (0.06 ) (0.00 )
Income (after-tax) before equity in earnings of operating joint ventures    7.92 4.37
Less: Reconciling Items:

Realized investment gains (losses), net, and related charges and adjustments
   (0.06 ) 0.52
Investment gains (losses) on trading account assets supporting insurance liabilities, net
   0.34 (0.02 )
Change in experience-rated contractholder liabilities due to asset value changes
   (0.15 ) 0.02
Divested businesses:

Closed Block division
   0.04 (0.13 )
Other divested businesses
   0.04 (0.08 )
Equity in earnings of operating joint ventures and earnings attributable to noncontrolling interests
   0.03 (0.01 )
Total reconciling items, before income taxes
   0.24 0.31
Less: Income taxes, not applicable to adjusted operating income
   (3.03 ) 0.04
Total reconciling items, after income taxes
   3.27 0.26
After-tax adjusted operating income    $ 4.65 $ 4.11

~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement |~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT 8785

Appendix A

~~Appendix A~~

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Reconciliation of GAAP Net Income to After-Tax Adjusted Operating Income

(in millions)

   Year Ended
December 31,

2020

2019

Net income (loss) attributable to Prudential Financial, Inc.

$
(374)


$
4,186

Income attributable to noncontrolling interests


228



52

Net income (loss)


(146)



4,238

Less: Earnings attributable to noncontrolling interests


228



52

Income (loss) attributable to Prudential Financial, Inc.


(374)



4,186

Less: Equity in earnings of operating joint ventures, net of taxes and earnings attributable to noncontrolling interests


(132)



48

Income (loss) (after-tax) before equity in earnings of operating joint ventures


(242)



4,138

Less: Reconciling Items:

Realized investment gains (losses), net, and related charges and adjustments⁽¹⁾


(4,315)



(958)

Market experience updates⁽¹⁾


(640)



(449)

Divested and Run-off Businesses:

Closed Block Division


(24)



36

Other Divested and Run-off Businesses⁽¹⁾


(629)



755

Equity in earnings of operating joint ventures and earnings attributable to noncontrolling interests


90



(103)

Other adjustments⁽²⁾


51



(47)

Total reconciling items, before income taxes


(5,467)



(766)

Less: Income taxes, not applicable to adjusted operating income⁽¹⁾


(1,114)



(248)

Total reconciling items, after income taxes


(4,353)



(518)

After-tax adjusted operating income

$
4,111


$
4,656

(1)
Prior period amounts have been updated to conform to current period presentation.
(2)
Represents adjustments not included in the above reconciling items. “Other adjustments” include certain components of the consideration for the Assurance IQ acquisition, which are recognized as compensation expense over the requisite service periods, as well as changes in the fair value of contingent consideration.

86 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT

Appendix A

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Reconciliation of GAAP Earnings per Share toAfter-Tax Adjusted Operating

Income Earnings per Share

(shares in millions)

      Year Ended
December 31
      2017 2016
Net income attributable to Prudential Financial, Inc.    $ 17.86 $ 9.71
Less: Reconciling Items:

Realized investment gains (losses), net, and related charges and adjustments
   (0.13 ) 1.17
Investment gains (losses) on trading account assets supporting insurance liabilities, net
   0.77 (0.04 )
Change in experience-rated contractholder liabilities due to asset value changes
   (0.35 ) 0.05
Divested businesses:

Closed Block division
   0.10 (0.30 )
Other divested businesses
   0.09 (0.19 )
Difference in earnings allocated to participating unvested share-based payment awards
   (0.09 ) —
Total reconciling items, before income taxes
   0.39 0.69
Less: Income taxes, not applicable to adjusted operating income
   (6.89 ) 0.11
Total reconciling items, after income taxes
   7.28 0.58
After-tax adjusted operating income    $ 10.58 $ 9.13
Weighted average number of outstanding Common shares (diluted)
   436.0 446.6


	Year Ended December 31,

	2020		2019

Net income attributable to Prudential Financial, Inc.	$	(1.00)	$	10.11

Less: Reconciling Items:

Realized investment gains (losses), net, and related charges and adjustments⁽¹⁾		(10.85)		(2.33)

Market experience updates⁽¹⁾		(1.61)		(1.09)

Divested and Run-off Businesses:

Closed Block Division		(0.06)		0.09

Other Divested and Run-off Businesses⁽¹⁾		(1.58)		1.84

Difference in earnings allocated to participating unvested share-based payment awards⁽¹⁾		0.07		0.01

Other adjustments⁽²⁾		0.13		(0.11)

Total reconciling items, before income taxes		(13.90)		(1.59)

Less: Income taxes, not applicable to adjusted operating income⁽¹⁾		(2.69)		(0.46)

Total reconciling items, after income taxes		(11.21)		(1.13)

After-tax adjusted operating income	$	10.21	$	11.24

Weighted average number of outstanding Common shares (diluted)		397.8		410.9

(1)	Prior period amounts have been updated to conform to current period presentation.

(2)

Represents adjustments not included in the above reconciling items. “Other adjustments” include certain components of the consideration for the Assurance IQ acquisition, which are recognized as compensation expense over the requisite service periods, as well as changes in the fair value of contingent consideration.

Adjusted Book Value

Reconciliation of GAAP Book Value to Adjusted Book Value

(in millions, except for per share data)


							As of December 31,

	As of December 31						2020		2019
	2017			2016
GAAP book value (total Prudential Financial, Inc. equity) at end of period	$	54,069		$	45,863		$	67,425	$	63,115

Less: Accumulated other comprehensive income (AOCI)	$	17,074		$	14,621			30,738		24,039

GAAP book value excluding AOCI	$	36,995		$	31,242			36,687		39,076
Less: Cumulative effect of foreign exchange rate remeasurement and changes in certain deferred taxes	$	(969	)	$	(3,199	)

Less: Cumulative effect of foreign currency exchange rate remeasurement								(1,399)		(1,835)

Adjusted book value	$	37,964		$	34,441		$	38,086	$	40,911
Number of diluted shares at end of period(1)		435.7			436.2
GAAP book value per common share - diluted(1)		125.24			104.91
Adjusted book value per common share - diluted(1)(2)		88.28			78.95

Number of diluted shares at end of period								401.8		404.9

GAAP book value per Common share—diluted							$	167.81	$	155.88

Adjusted book value per Common share—diluted⁽¹⁾							$	94.79	$	101.04

(1)

As of December 31, 2017, exchangeable surplus notes are dilutive when book value per share is greater than $85.00 (equivalent to an additional 5.88 million in diluted shares and an increase of $500 million in equity). As of December 31, 2016, exchangeable surplus notes are dilutive when book value per share is greater than $86.92 (equivalent to an additional 5.75 million in diluted shares and an increase of $500 million in equity).

~~(2)~~

Includes the cumulative impact of net gains and losses resulting from foreign currency exchange rate remeasurement and associated realized investment gains and losses included in net income (loss) and currency translation adjustments corresponding to realized investment gains and losses. Includes $1,678 million impact reported in net income for 2017 from the remeasurement of deferred tax assets and liabilities originally established through accumulated other comprehensive income, related to enactment of the Tax Cuts and Jobs Act on December 22, 2017.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT 87

Appendix A

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Operating Return on Average Equity

Operating return on average equity (based on adjusted operating income) is a non-GAAP measure and represents adjusted operating income after-tax divided by average ~~Prudential Financial, Inc.~~adjusted book value. Adjusted book value is calculated as total equity (GAAP book value) excluding accumulated other comprehensive income (loss) and ~~adjusted to remove amounts included for~~the cumulative effect of foreign currency exchange rate ~~remeasurement~~remeasurements and ~~certain deferred taxes.~~currency translation adjustments corresponding to realized investment gains and losses. These items are excluded in order to highlight the book value attributable to our core business operations separate from the portion attributable to external and potential volatile capital and currency market conditions. The comparable GAAP measure to operating return on average equity ~~(based on adjusted operating income)~~ is return on average equity ~~(based~~which is based on net ~~income). Return on average equity (based on net income) represents~~ income ~~after-tax, attributable to consolidated Prudential Financial, Inc., as determined in accordance with U.S.~~and GAAP ~~divided by average total Prudential Financial, Inc. equity.~~book value. See chart above for a reconciliation between adjusted book value and GAAP book value. Return on average equity (based on net income) was ~~16.0%~~(0.6)% and ~~8.8%~~7.1% for the years ended December 31, ~~2017~~2020 and December 31, 2019, respectively.


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Appendix B

Prudential Financial, Inc.

2021 Omnibus Incentive Plan

(Effective May 12, 2021)

Article I

Purpose

The purpose of the “Prudential Financial, Inc. 2021 Omnibus Incentive Plan” (the “Plan”) is to foster and promote the long-term financial success of Prudential Financial, Inc. (the “Company”) and materially increase shareholder value by (a) motivating superior employee performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by the Company’s and its Subsidiaries’ (as hereinafter defined) employees, and (c) enabling the Company to attract and retain the services of employees and other service providers upon whose judgment, interest, and effort the successful conduct of its operations is largely dependent.

The Company had previously adopted the Prudential Financial, Inc. 2016 ~~respectively.~~Omnibus Incentive Plan (the “Prior Plan”), which provided for the grant of similar equity-based compensation incentives. Effective upon the adoption of the Plan by shareholders of the Company, the Prior Plan will be merged into this Plan, thereby making available for the grant of awards under this Plan any authorized shares of Common Stock (as herein defined) then available for grants under the Prior Plan or subject to awards granted under the Prior Plan and forfeited after the Plan becomes effective. All outstanding award grants under the Prior Plan shall continue in full force and effect, subject to their original terms, including with respect to Awards permitted under the Prior Plan but not otherwise expressly authorized hereunder.

Article II

Definitions

Section 2.1 Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below:

(a) Adjusted Operating Income. “Adjusted Operating Income” means the Company’s total pre-tax adjusted operating income for a fiscal year, as reported in the Company’s Quarterly Financial Supplement.

(b) Adjustment Event. “Adjustment Event” means any stock dividend, stock split or share combination of, or

extraordinary cash dividend on, the Common Stock or recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, dissolution, liquidation, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below Fair Market Value, or other similar event affecting the Common Stock of the Company.

(d) Annual Incentive Awards. “Annual Incentive Awards” means an Award made pursuant to Article VIII of the Plan with a Performance Cycle of one year or less.

(e) Approved Retirement. “Approved Retirement” means termination of a Participant’s employment (i) on or after having met the conditions for normal or early retirement established under any defined benefit pension plan maintained by the Company or a Subsidiary and in which the Participant participates, (ii) on or after attaining age 55 and completing 10 years of service (or such other period of service as the Committee shall specify from time to time), or (iii) on or after attaining age 65. Notwithstanding the foregoing, with respect only to Participants who reside in the United States, the term “Approved Retirement” shall not apply to any Participant: (a) who has an Agent Emeritus contract with an insurance affiliate of the Company (including, but not limited to, The Prudential Insurance Company of America), whether or not such individual is deemed to be retirement eligible or is receiving retirement benefits under any defined benefit pension plan maintained by the Company or a Subsidiary and in which the Participant participates; or (b) whose employment with the Company or a Subsidiary has been terminated for Cause, in either case whether or not such individual is deemed to be retirement eligible or is receiving retirement benefits under any defined benefit pension plan maintained by the Company or a Subsidiary and in which the Participant participates or would otherwise satisfy the criteria set forth by the Committee as noted in the preceding sentence.

(f) Award. An “Award” means the award of an Annual Incentive Award, an Option, a Restricted Unit, Restricted Stock, Performance Share or Other Stock-Based Awards, including any associated Dividend Equivalents, under the Plan, and shall also include an award of Restricted Stock or Restricted Units (including any associated Dividend Equivalents) made in conjunction with other incentive programs established by the Company or its Subsidiaries and so designated by the Committee.



88 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~89

Appendix B

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~~GENDER PAY EQUITY STATEMENT~~(g) Award Agreement. “Award Agreement” means one or more documents prepared by the Company, in written or electronic form, that individually or collectively set forth the terms and conditions of any Award granted under the Plan, and which are accepted, acknowledged or consented to (including by negative consent) by the Eligible Individual to whom the underlying Award is granted.

~~Prudential’s Total Rewards~~(h) Beneficial Owner. “Beneficial Owner” means any “person,” as such term is ~~integral~~used in Section 13(d) of the Exchange Act, who, directly or indirectly, has or shares the right to ~~our~~vote, dispose of, or otherwise has “beneficial ownership” of such securities (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act), including pursuant to any agreement, arrangement or understanding (whether or not in writing).

(i) Board. “Board” means the Board of Directors of the Company.

(j) Cause. “Cause” means, with respect to a Participant, any of the following (as determined by the Committee in its sole discretion): (i) dishonesty, fraud or misrepresentation; (ii) inability to obtain or retain appropriate licenses; (iii) violation of any rule or regulation of any regulatory agency or self-regulatory agency; (iv) violation of any policy or rule of the Company or any Subsidiary; (v) commission of a crime; (vi) breach by a Participant of any written covenant or agreement with the Company or any Subsidiary not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Subsidiary, or (vii) any act or omission detrimental to the conduct of the business of the Company or any Subsidiary in any way.

(k) Change of Control. A “Change of Control” shall be deemed to have occurred if any of the following events shall occur:

(i) any Person is or becomes the Beneficial Owner, either directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined Voting Power of the Company’s securities; or

(ii) within any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this subclause (ii); or

(iii) upon the consummation of a Corporate Event, immediately following the consummation of which the shareholders of the Company immediately prior to such Corporate Event do not hold, directly or indirectly, in substantially the same relative proportions as immediately prior to the Change of Control, a majority of the Voting Power of (x) in the case of a merger or consolidation, the surviving or resulting corporation, (y) in the case of a share exchange, the acquiring corporation or (z) in the case of a division or a sale or other disposition of assets, each

surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than twenty-five percent (25%) of the consolidated assets of the Company immediately prior to such Corporate Event.

(l) Change of Control Price. “Change of Control Price” means the highest price per share of Common Stock paid in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs; provided that, with respect to any portion of any Option, the Change of Control Price shall not exceed the Fair Market Value of the Common Stock on the date that a Change of Control occurs.

(m) Code. “Code” means the Internal Revenue Code of 1986, as amended, including, for these purposes, any regulations promulgated by the Internal Revenue Service with respect to the provisions of the Code (“Treasury Regulations”), and any successor thereto.

(n) Converted Award. “Converted Award” shall have the meaning set forth in Section 10.1.

(o) Committee. “Committee” means the Compensation Committee of the Board or such other committee of the Board as the Board shall designate from time to time as responsible for the administration of the Plan as to all or any class of Eligible Individuals. To the extent such requirements continue to be applicable, in determining the committee of the Board to serve as the Committee or the composition of any such committee, the Board shall endeavor to select a committee whose members shall consist of two or more members, each of whom shall be a “Non-Employee Director” within the meaning of Rule 16b-3, as promulgated under the Exchange Act and an “independent director” under Section 303A of the New York Stock Exchange’s Listed Company Manual, or any successors thereto.

(p) Common Stock. “Common Stock” means the Common Stock of the Company, par value $0.01 per share.

(q) Company. “Company” means Prudential Financial, Inc., a New Jersey corporation, and any successor thereto.

(r) Corporate Event. “Corporate Event” means a merger, consolidation, recapitalization or reorganization, share exchange, division, sale, plan of complete liquidation or dissolution, or other disposition of all or substantially all of the assets of the Company, which has been approved by the shareholders of the Company.

(s) Disability. “Disability” means with respect to any Participant, long-term disability (but not optional long-term disability coverage) as defined under the welfare benefit


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Appendix B

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plan maintained by either the Company or a Subsidiary and in which the Participant participates and from which the Participant is receiving a long-term disability benefit. In jurisdictions outside of the United States where long-term disability is covered by a mandatory or universal program sponsored by the government or an industrial association, a Participant receiving long-term disability benefits from such a program is considered to meet the disability definition of the Plan.

(t) Director. “Director” means any director of the Company who is not also an employee of the Company or any Subsidiary.

(u) Dividends. “Dividends” means the regular cash dividends paid by the Company upon one share of Common Stock from time to time.

(v) Dividend Equivalents. “Dividend Equivalents” means an amount equal to the regular cash dividends paid by the Company upon one share of Common Stock in connection with the grant of Restricted Units or Performance Shares awarded to a Participant in accordance with Article VII of the Plan.

(w) Domestic Partner. “Domestic Partner” means any person qualifying to be treated as a domestic partner of a Participant under the applicable policies, if any, of the Company or Subsidiary that employs the Participant.

(x) Effective Date. “Effective Date” generally means the first date upon which the Plan shall become effective, which will be the date the Plan has been both (a) approved by the Board and (b) approved by a majority of the votes cast at a duly held shareholders’ meeting at which the requisite quorum, as set forth in the Company’s Amended and Restated Certificate of Incorporation, of outstanding voting stock of the Company is, either in person or by proxy, present and voting on the Plan. However, for purposes of any Option grant that is an ISO, the term “Effective Date” shall mean solely the adoption of the Plan by the Board.

(y) Eligible Individual. For purposes of this Plan only, “Eligible Individual” means any individual who is a Director or either an employee (including each officer) of, or an insurance agent (including, but not limited to, a common law employee, a statutory employee, or, for purposes of any non-domestic United States Subsidiary, any individual who is classified as a Life Planner and/or Sales Manager and has the status of an “international independent contractor agent” who is characterized as an independent contractor for purposes of applicable local law) of, the Company or any such Subsidiary.

(z) Exchange Act. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(aa) Executive Officer. “Executive Officer” means each person who is an officer of the Company or any Subsidiary and who is subject to the reporting requirements under Section 16(a) of the Exchange Act.

(bb) Fair Market Value. “Fair Market Value” means, on any date, the price of the last trade, regular way, in the Common Stock on such date on the New York Stock Exchange or, if at the relevant time, the Common Stock is not listed to trade on the New York Stock Exchange, on such other recognized quotation system on which the trading prices of the Common Stock are then quoted (the “Applicable Exchange”). In the event that (i) there are no Common Stock transactions on the Applicable Exchange on any relevant date, Fair Market Value for such date shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported and (ii) the Applicable Exchange adopts a trading policy permitting trades after 5 P.M. Eastern Standard Time (“EST”), Fair Market Value shall mean the last trade, regular way, reported on or before 5 P.M. EST (or such earlier or later time as the Committee may establish from time to time).

(cc) Family Member. “Family Member” means, as to a Participant, any (i) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law,sister-in-law (including adoptive relationships), or Domestic Partner of such Participant, (ii) trusts for the exclusive benefit of one or more such persons and/or the Participant and (iii) other entity owned solely by one or more such persons and/or the Participant.

(dd) Incumbent Directors. “Incumbent Directors” means, with respect to any period of time specified under the Plan for purposes of determining a Change of Control, the persons who were members of the Board at the beginning of such period.

(ee) ISO. “ISO” means an Option that is an “incentive stock option” within the meaning of Code section 422.

(ff) Nonstatutory Stock Option. “Nonstatutory Stock Option” means an Option that is not an ISO.

(gg) Option (including ISOs and Nonstatutory Stock Options). “Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be either (i) an ISO or (ii) a Nonstatutory Stock Option.

(hh) Other Stock-Based Award means an award of, or related to, shares of Common Stock other than an Award of Options, Restricted Stock, Restricted Stock Units or Performance Shares, as granted by the Committee in accordance with the provisions of Article VII hereof.

(ii) Participant. “Participant” shall have the meaning set forth in Article III of the Plan.

(jj) Performance Cycle. “Performance Cycle” means the period selected by the Committee during which the performance of the Company or any Subsidiary or unit thereof or any individual is measured for the purpose of determining the extent to which an Award subject to Performance Goals has been earned.


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(kk) Performance Goals. “Performance Goals” means the objectives for the Company, any Subsidiary or business unit thereof, or an Eligible Individual that may be established by the Committee for a Performance Cycle with respect to any performance-based Awards contingently granted under the Plan.

(ll) Performance Shares. “Performance Shares” means an Award made pursuant to Article VIII of the Plan, which are units denominated in Common Stock, the number of such units which may be adjusted over a Performance Cycle based upon the satisfaction of Performance Goals. The Committee shall determine whether Performance Shares shall be settled in shares of Common Stock (or such number of shares or other securities to which such right may relate by reason of any conversion effected in accordance with the terms hereof, including the provisions of Article X) or the cash value ~~proposition. This package includes compensation,~~thereof.

(mm) Person. “Person” means any person (within the meaning of Section 3(a)(9) of the Exchange Act), including any group (within the meaning of Rule 13d-5(b) under the Exchange Act)), but excluding any of the Company, any Subsidiary or any employee benefit plan sponsored or maintained by the Company or any Subsidiary.

(nn) Prior Plan. “Prior Plan” means the Prudential Financial, Inc. 2016 Omnibus Incentive Plan, as ~~well~~amended from time to time.

(oo) Restricted Period. “Restricted Period” means the period of time during which Restricted Units or shares of Restricted Stock are subject, as ~~programs~~applicable, to forfeiture, restrictions on transfer or deferral or settlement or payment, pursuant to Article VII of the Plan.

(pp) Restricted Stock. “Restricted Stock” means Common Stock awarded to a Participant pursuant to the Plan that is subject to forfeiture and ~~resources available~~restrictions on transferability in accordance with Article VII of the Plan.

(qq) Restricted Unit. “Restricted Unit” means a Participant’s right to ~~our employees.~~receive, pursuant to this Plan, one share of Common Stock (or such number of shares or other securities to which such right may relate by reason of any conversion effected in accordance with the terms hereof, including the provisions of Article X) or the cash value thereof, at the end of a specified period of time, which right is subject to forfeiture in accordance with Article VII of the Plan.

~~All roles~~(ss) Subsidiary. “Subsidiary” means any corporation or partnership in ~~our U.S. organization are reviewed against market~~which the Company owns, directly or indirectly, more than fifty percent (50%) of the total combined voting power of all classes of stock of such corporation or of the capital interest or profits interest of such partnership.

(uu) Substitute Award. “Substitute Award” shall have the meaning set forth in Section 5.7.

(vv) Voting Power. A specified percentage of “Voting Power” of a company means such number of the Voting

Securities as shall enable the holders thereof to cast such percentage of all the votes which could be cast in an annual election of directors.

(ww) Voting Securities. “Voting Securities” means all securities of a company entitling the holders thereof to vote in an annual election of directors.

Section 2.2 Gender and ~~benchmarking data. Our compensation structure~~Number. Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and ~~benefits package enables Prudential~~the plural shall include the singular.

Article III

Eligibility and Participation

Section 3.1 Participants. Participants in the Plan shall be those Eligible Individuals designated from time to ~~recruit~~time by the affirmative action of the Committee (or its delegate) to participate in the Plan.

Section 3.2 Types of Awards. The Committee (or its delegate) may grant any or all of the Awards specified herein to any particular Participant (subject to the applicable limitations set forth in the Plan). Any Award may be made for one (1) year or multiple years without regard to whether any other type of Award is made for the same year or years.

Section 3.3 Employment and ~~promote talent within~~Service. In applying the terms “employment”, “ termination of employment”, “retirement” or similar terms in the context of the service for the Company or any Subsidiary of an ~~individual’s background, experience~~Eligible Individual or Participant who is not a common law employee such terms shall be deemed to relate to such person’s service or, as the context dictates, the termination or cessation thereof.

Article IV

Powers of the Committee

Section 4.1 Power to Grant. The Committee shall have the authority, subject to the terms of the Plan, to determine those Eligible Individuals to whom Awards shall be granted and ~~performance.~~the terms and conditions of any and all Awards including, but not limited to:

~~PRUDENTIAL IS COMMITTED TO PAY EQUITY. THE COMPANY’S POLICIES AND PRACTICES ADDRESS~~(a) the number of shares of Common Stock to be covered by each Award;

~~PAY DISCRIMINATION THROUGHOUT THE EMPLOYEE’S CAREER~~(b) the time or times at which Awards shall be granted;

~~Recruiting~~(c) the terms and provisions of the instruments by which Options may be evidenced, including the designation of Options as ISOs or Nonstatutory Stock Options;

~~Reduce likelihood~~(d) the determination of the period of time during which (i) restrictions on Restricted Stock or Restricted Units shall remain in effect or (ii) Restricted Units granted in lieu of, or in substitution for, a payment in cash will be subject to deferral;


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(e) the establishment and administration of any Performance Goals applicable to Awards granted under the Plan;

(f) the determination of Participants’ Performance Share Awards, including any Performance Goals and Performance Cycles; and

(g) the development and implementation of specific stock-based programs for the Company and its Subsidiaries that ~~U.S.~~are consistent with the intent and specific terms of the framework created by this Plan.

Appropriate officers of the Company or any Subsidiary may suggest to the Committee the Eligible Individuals who should receive Awards, which the Committee may accept or reject in its sole discretion. The Committee shall determine the terms and conditions of each Award at the time of grant. The Committee may establish different terms and conditions for different Participants and for the same Participant for each Award such Participant may receive, whether or not granted at different times.

Section 4.2 Administration.

(a) Rules, Interpretations and Determinations. The Committee shall administer the Plan. Any Award granted by the Committee under the Plan may be subject to such conditions, not inconsistent with the terms of the Plan, as the Committee shall determine. The Committee shall have full authority to interpret and administer the Plan, to establish, amend, and rescind rules and regulations relating to the Plan or any class of Awards or class of Participants, to provide for conditions deemed necessary or advisable to protect the interests of the Company, to construe the respective Award Agreements, to resolve any inconsistencies or correct any omissions, and to make all other determinations necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes. Determinations, interpretations, or other actions made or taken by the Committee shall be final, binding, and conclusive for all purposes and upon all persons. To the extent that the Committee determines that limiting its ability to exercise any discretion otherwise afforded to the Committee hereunder is necessary or appropriate to enable the compensation ~~decisions~~payable under any Award to be deductible for purposes of any federal, state, local or foreign tax, the Committee’s discretion hereunder shall be deemed so limited to the extent necessary or appropriate to facilitate such deductibility with respect to such Award.

The Committee’s determinations under the Plan (including the determination of the Eligible Individuals to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and any Award Agreements) may vary, and need not be uniform, whether or not any such Eligible Individuals could be deemed to be similarly situated.

(b) Agents and Expenses. The Committee may appoint agents (who may be officers or employees of the Company) to assist in the administration of the Plan and may grant authority to such persons to execute Award Agreements or other documents on its behalf. All expenses incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid by the Company. The Committee may consult with legal counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel. Any proceeds received by the Company in connection with any Award will be used for general corporate purposes.

(c) Delegation of Authority. Notwithstanding anything else contained in the Plan to the contrary herein, the Committee may delegate, subject to such terms or conditions or guidelines as it shall determine, to any member of the Board or any employee of the Company or its affiliates or any group of such directors or employees any portion of its authority and powers under the Plan with respect to Participants who are ~~perpetuating discriminatory pay practices~~not Executive Officers or Directors. Only the Committee may select, grant, administer, or exercise any other discretionary authority under the Plan in respect of ~~former employers.~~Awards granted to such Participants who are Executive Officers or Directors.

~~Nationally, Prudential removed~~Section 4.3 409A Compliance. The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Section 409A of the Code. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Eligible Individuals of immediate tax recognition and additional taxes pursuant to such Section 409A of the Code. To that end, and without limiting the generality of the foregoing, unless otherwise expressly provided herein or in any Award Agreement, any amount payable or shares distributable hereunder in connection with the vesting of any Award (including upon the satisfaction of any applicable performance criteria) shall be paid not later than two and one-half months (or such other time as is required to cause such amounts not to be treated as deferred compensation ~~inquiries~~under Section 409A of the Code) following the end of the taxable year of the Company or the Eligible Individual in which the Eligible Individual’s rights with respect to the corresponding Award (or portion thereof) ceased to be subject to a substantial risk of forfeiture. Notwithstanding the foregoing, neither the Company nor the Committee shall have any liability to any person in the event Section 409A of the Code applies to any Award in a manner that results in adverse tax consequences for the Eligible Individual or any of his or her beneficiaries or transferees.

Section 4.4 Participants Based Outside the United States. Notwithstanding anything to the contrary herein, the Committee, to conform with provisions of local laws and regulations in foreign countries in which the Company or its Subsidiaries operate, shall have sole discretion to


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(a) modify the terms and conditions of Awards granted to Participants employed outside the United States; (b) establish subplans with modified exercise procedures and such other modifications as may be necessary or advisable under the circumstances presented by local laws and regulations; and (c) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or any subplan established hereunder.

Section 4.5 Newly Eligible Participants. The Committee shall be entitled to make such rules, determinations and adjustments, as it deems appropriate with respect to any Participant who becomes eligible to receive a performance-based Award after the commencement of a Performance Cycle.

Section 4.6 Restrictive Covenants and Other Conditions. Without limiting the generality of the foregoing, the Committee may condition the grant of any Award under the Plan upon the Participant to whom such Award would be granted agreeing in writing to certain conditions in addition to the provisions regarding exercisability of the Award (such as restrictions on the ability to transfer the underlying shares of Common Stock) or covenants in favor of the Company and/or one or more Subsidiaries (including, without limitation, covenants not to compete, not to solicit employees and customers and not to disclose confidential information) that may have effect during and/or following the termination of the Participant’s employment with the Company and its Subsidiaries and before or after the Award has been exercised, including, without limitation, the requirement that the Participant disgorge any profit, gain or other benefit received in respect of the exercise of the Award prior to any breach of any such covenant by the Participant). In addition, the Committee may condition the grant of any Award upon the Participant’s agreement to comply with, and be subject to, the terms and conditions of any policy that requires the disgorgement of any profits or any other benefits received or to be received with respect to (i) such Award, (ii) any prior Awards made hereunder or any awards made under the Prior Plan or (iii) any other incentive or other compensation arrangement or payment, in any case on account of (x) a restatement of the financial results of the Company and/or its Affiliates, (y) misconduct by the Participant, persons under the supervision of the Participant or other employees or agents of the Company or its Affiliates or (z) such other circumstances as shall from time to time be specified in such policy.

Section 4.7 Indemnification. No member of the Committee shall be personally liable for any action, omission or determination relating to the Plan, and the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company or any of its ~~employment applications and;~~Affiliates to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or liability (including any sum paid

in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination related to the Plan, if, in either case, such member, director or employee made or took such action, omission, or determination in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful.

~~Stopped considering~~Article V

Common Stock Subject to Plan; Other Limitations

Section 5.1 Share Reserve.

(a) Shares Available for Awards. Subject to the provisions of Section 5.4, the number of shares of Common Stock issuable under the Plan for Awards shall be (i) 7,900,000, plus (ii) any shares of Common Stock remaining available for (and not subject to) awards under the Prior Plan as of the Effective Date, plus (iii) any additional shares of Common Stock that become available for award pursuant to Section 5.3 as a result of a forfeiture, settlement and/or other cancellation of any award under the Prior Plan. Any shares issued in connection with any Awards shall be counted against this share reserve as one (1) share for every one (1) share issued. After the Effective Date, no awards may be granted under the Prior Plan.

(b) The shares to be delivered under the Plan may consist, in whole or in part, of Common Stock purchased by the Company for such purpose, treasury Common Stock or authorized but unissued Common Stock, not reserved for any other purpose.

Section 5.2 Individual Award Limitations. Subject to the provisions of Section 5.4, the following individual Award limits apply:

(a) Options: During any three (3)-year period, the total number of shares of Common Stock subject to Options awarded to any Participant may not exceed 2,500,000.

(b) Individual Performance-Based Limitations: Solely to the extent that the Committee determines that applying the following limitations to any Award, any class of Awards or all Awards is necessary or appropriate to enable the compensation ~~history when establishing starting pay~~payable under the applicable Awards to be deductible for ~~new employees,~~purposes of any federal, state, local or foreign tax and the Committee designates such Awards as being subject to such provisions, the following provisions shall apply as an additional condition to such Awards, notwithstanding the otherwise applicable provisions of any Award Agreement. With respect to any Annual Incentive Award, the maximum aggregate amount that may be payable to such Participant in respect of any such Annual Incentive Award shall not exceed the product of (i) four-tenths of one percent (0.4%) and (ii) Adjusted Operating


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Income reported for the fiscal year ended immediately prior to the year in which payment for such Annual Incentive Award is due. With respect to any Restricted Stock, Restricted Unit and Performance Share Awards awarded to a Participant and any Dividend Equivalents credited in respect of such Awards payable in the same calendar year (determined without regard to any deferral beyond the earliest date of payment), the maximum aggregate amount that may be payable in respect of all such Awards to such Participant shall not exceed the product of (i) four-tenths of one percent (0.4%) and (ii) the greatest amount of Adjusted Operating Income reported with respect to any of the three fiscal years ended immediately prior to the year in which payment is due; provided, however, that no amount shall be payable with respect to any individual Restricted Stock, Restricted Unit and Performance Share Award unless the Company had positive Adjusted Operating Income in at least one fiscal year that ended during the period in which such Award was outstanding and in which such Award was outstanding for at least 276 days.

(c) Limitation on Director Compensation. In no event shall the grant date value of any Awards granted hereunder (including, without limitation, Restricted Units), plus the amount of any compensation payable in cash, to a Director in respect of services in any compensation year exceed $800,000. For this purpose, a compensation year shall mean the period from one annual meeting of the Company’s shareholders to the next following annual meeting of such shareholders.

Section 5.3 Cancelled, Terminated, or Forfeited Awards. Should any Award granted under this Plan or any award under the Prior Plan that is outstanding on the Effective Date for any reason expire without having been exercised, be cancelled, terminated or forfeited or otherwise settled without the issuance of any Common Stock (including, but not limited to, (i) shares issued in connection with a Restricted Stock or Restricted Unit Award that are subsequently forfeited and (ii) shares withheld for taxes from full value awards granted under the Prior Plan and Awards other than Options granted under this Plan), any such shares of Common Stock subject to such an award shall be available for grants of Awards under the Plan based, in each case, on the number of shares of Common Stock counted against the share reserve set forth in Section 5.1 (or under Section 5.1 of the Prior Plan) in respect of such Award or Prior Plan award, provided that any shares of Common Stock withheld for taxes on any Restricted Stock Award or issued in connection with any Award and subsequently forfeited, in each case after the tenth anniversary of the Effective Date, shall not be available for grants of Awards or otherwise be treated as available for issuance under the Plan. Notwithstanding the foregoing, (i) any shares owned by a Participant and tendered in satisfaction of the exercise price of any Option or withheld upon the exercise of any Option to satisfy the withholding of taxes shall not be treated as available for grants under the Plan and (ii) upon the net settlement of an Option, the full number of shares subject to

the portion of the Option exercised shall be treated as issued for purposes of this Section 5.3.

Section 5.4 Adjustment in Capitalization. In the event of any Adjustment Event, (a) the aggregate number and the kind of shares available for Awards under Section 5.1, (b) the aggregate limitations on the number of shares that may be awarded as a particular type of Award or that may be awarded to any particular Participant in any particular period under Section 5.2 and (c) the aggregate number and kind of shares subject to outstanding Awards and the respective exercise prices or base prices applicable to outstanding Awards shall be equitably adjusted by the Committee, in such manner as the Committee shall determine, with respect to such Adjustment Event, and the Committee’s determination shall be conclusive. Unless the Committee determines that another kind or form of adjustment is equitable and appropriate (or required in accordance with the provisions of Section 10.2), subject to any required action by shareholders of the Company, in any Adjustment Event that is a merger, consolidation, reorganization, liquidation, dissolution, spin-off or similar transaction, any Award granted under the Plan shall be deemed to pertain to the securities and other property, including cash, to which a holder of the number of shares of Common Stock covered by the Award would have been entitled to receive in connection with such Adjustment Event.

Any shares of stock (whether Common Stock, shares of stock into which shares of Common Stock are converted or for which shares of Common Stock are exchanged or shares of stock distributed with respect to Common Stock) or cash or other property received with respect to any award of Restricted Stock, Restricted Units or Performance Shares granted under the Plan as a result of any Adjustment Event or any distribution of property shall, except as provided in Article X or as otherwise provided by the Committee, be subject to the same terms and conditions, including restrictions on transfer, as are applicable to such Award and any stock certificate(s) representing or evidencing any shares of stock so received shall be legended in such manner as the Company deems appropriate. For the avoidance of doubt, in no event shall any adjustment made in respect of any extraordinary dividend, spin-off or comparable transaction treated as an Adjustment Event be deemed to be a Dividend Equivalent for purposes of the Plan.

Section 5.5 Limits on Dividend Equivalents. Unless the Committee shall otherwise expressly provide, no Dividend Equivalents shall be payable with respect to any Award unless (and solely to the extent that) the underlying Award with respect to which such Dividend Equivalents are credited shall have become vested and payable, and the Dividend Equivalents credited with respect to Performance Shares valued by reference to Common Stock shall be determined based on the number of shares of Common Stock that become payable or that determine the value to be paid in respect of such Award taking into account the


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applicable level of performance achieved with respect to such Award.

Section 5.6 Application of Limits. The limitations set forth under Sections 5.1 and 5.2 herein apply only to Awards both granted and payable to Participants after the Effective Date under this Plan. With respect to any awards made under the Prior Plan, the limitations set forth in the corresponding sections of the Prior Plan shall apply.

Section 5.7 Substitute Awards in Corporate Transactions. Except to the extent required by ~~law.~~applicable law or by any listing or other requirement imposed by any exchange on which the Common Stock is listed to trade, any Awards that are issued in connection with the assumption of, or in substitution for, any outstanding awards of any entity acquired by the Company or any Subsidiary (a “Substitute Award”), regardless of the form of combination, shall not be counted against shares authorized for issuance under the Plan pursuant to Section 5.1, shall not be subject to the individual grant limits set forth in Section 5.2 and shall not be subject to any other limitations contained herein with regard to the granting, vesting or other terms and conditions of any such Awards, including, without limitation, the requirement that Options have an exercise price not less than 100% of the Fair Market Value on the date of grant, any minimum vesting periods or performance conditions that may pertain to the grant of any type of Award or any limitation pertaining to Awards to Covered Employees.

~~These practices go beyond simple~~Section 5.8 Minimum Vesting. Subject to the otherwise applicable provisions of the Plan, each Option or Award of Restricted Stock, Restricted Stock Units, Performance Shares, or Other Stock-Based Award (other than a Substitute Award described in Section 5.7, a Converted Award described in Section 10.1, an Alternative Award described in Section 10.2) or annual Awards to Directors that vest for service through the next annual meeting) granted after the Effective Date shall be subject to a vesting schedule which provides that such Award shall not vest or, if applicable, become exercisable before the first anniversary of the date such Award is granted. Notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the Shares reserved for issuance under Section 5.1 may be granted to Participants without regard to the minimum vesting and exercisability limitations described in this Section 5.8.

Article VI

Stock Options

Section 6.1 Grant of Options. Subject to the provisions of Section 5.1, Options may be granted to Participants at such time or times as shall be determined by the Committee. Options granted under the Plan may be of two types: (i) ISOs and (ii) Nonstatutory Stock Options. Except as otherwise provided herein, the Committee shall have complete discretion in determining the number of Options,

if any, to be granted to a Participant, except that ISOs may only be granted to Eligible Individuals who satisfy the requirements for eligibility set forth under Code section 424. The date of grant of an Option under the Plan will be the date on which the Option is awarded by the Committee or, if so determined by the Committee, a later date specified by the Committee or the date on which occurs any event (including, but not limited to, the completion of an individual or corporate Performance Goal) the occurrence of which is an express condition precedent to the grant of the Option. Subject to Section 5.4, the Committee shall determine the number of Options, if any, to be granted to the Participant. Each Option grant shall be evidenced by an Award Agreement that shall specify the type of Option granted, the exercise price, the duration of the Option, the number of shares of Common Stock to which the Option pertains, and such other terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. No Dividend Equivalents may be granted in respect of any Option.

Section 6.2 Exercise Price; No Repricing or Substitution of Options. Nonstatutory Stock Options and ISOs granted pursuant to the Plan shall have an exercise price no less than the Fair Market Value of a share of Common Stock on the date the Option is granted. Except as a result of any Adjustment Event, in connection with the issuance of an Alternative Award or a Substitute Award or with the approval of the Company’s shareholders, the Committee shall not have the power or authority (i) to reduce, whether through amendment or otherwise, the exercise price of any outstanding Option, (ii) to grant any new Options or other Awards in substitution for or upon the cancellation of Options previously granted which shall have the effect of reducing the exercise price of any outstanding Option, (iii) to buy-out any Option for a cash amount greater than the then current difference between the Fair Market Value and the exercise price of such Option or (iv) to take any other actions that are intended to have the effect of reducing the exercise price of any outstanding Option.

Section 6.3 Exercise of Options. Unless the Committee shall determine otherwise at or subsequent to the time of grant (but in all events subject to the provisions of Section 5.8), one-third (1/3) of each Option granted pursuant to the Plan shall become exercisable on each of the first three (3) anniversaries of the date such Option is granted; provided that the Committee may establish performance-based criteria for exercisability of any Option. Subject to the provisions of this Article VI, once any portion of any Option has become exercisable it shall remain exercisable for its remaining term. Unless otherwise specified by the Committee at the date of grant, once exercisable, an Option may be exercised from time to time, in whole or in part, up to the total number of shares of Common Stock with respect to which it is then exercisable. The Committee shall determine the term of each Option granted, but, except as expressly provided below, in no event shall any such Option be exercisable for more than 10 years after the date on which it is granted.


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Section 6.4 Payment. The Committee shall establish procedures governing the exercise of Options. No shares shall be delivered pursuant to any exercise of an Option unless arrangements satisfactory to the Committee have been made to assure payment of the exercise price therefore. Without limiting the generality of the foregoing, payment of the exercise price may be made: (a) in cash or its equivalent; (b) by exchanging shares of Common Stock (which are not the subject of any pledge or other security interest) owned by the person exercising the Option (through actual tender or by attestation); (c) through an arrangement with a broker approved by the Company whereby payment of the exercise price is accomplished with the proceeds of the sale of Common Stock; (d) by means of a net settlement, such that, in lieu of the holder paying the exercise price in cash or other consideration, upon exercise, there shall be issued the greatest number of whole shares (or, if otherwise expressly determined by the Committee, the cash value thereof) determined by dividing (1) the excess of (A) the Fair Market Value of the shares corresponding to the portion of the Option being exercised over (B) the exercise price corresponding to such number of shares, by (2) the Fair Market Value, with any resulting fractional share settled in cash based on such Fair Market Value, or (e) by any combination of the foregoing; provided that the combined value of all cash and cash equivalents paid and the Fair Market Value of any such Common Stock so tendered to the Company, valued as of the date of such tender, is at least equal to such exercise price. For purposes of any net settlement, unless the Committee shall otherwise direct, Fair Market Value shall be determined as of the date of exercise. The Company may not make a loan to a Participant to facilitate such Participant’s exercise of any of his or her Options or payment of taxes.

Section 6.5 ISOs. Notwithstanding anything in the Plan to the contrary, no Option that is intended to be an ISO may be granted after the tenth anniversary of the Effective Date of the Plan. Except as may otherwise be provided for under the provisions of Article X of the Plan, no term of this Plan relating to ISOs shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the ISO or the Plan under Section 422 of the Code, or, without the consent of any Participant affected thereby, to disqualify any ISO under such Section 422.

Article VII

Restricted Stock, Restricted Units. Other Stock Based Awards and Dividend Equivalents

Section 7.1 Grant of Restricted Stock and Restricted Units. The Committee, in its sole discretion, may make Awards to Participants of Restricted Stock or Restricted

Units. Any Award made hereunder of Restricted Stock or Restricted Units shall be subject to the terms and conditions of the Plan and to any other terms and conditions not inconsistent with the Plan (including, but not limited to, requiring the Participant to pay the Company an amount equal to the par value per share for each share of Restricted Stock awarded) as shall be prescribed by the Committee in its sole discretion, either at the time of grant or thereafter, and incorporated into the corresponding Award Agreement. As determined by the Committee, with respect to an Award of Restricted Stock, the Company shall either (i) transfer or issue to each Participant to whom an award of Restricted Stock has been made the number of shares of Restricted Stock specified by the Committee or (ii) hold such shares of Restricted Stock for the benefit of the Participant for the Restricted Period. In the case of an Award of Restricted Units, no shares of Common Stock shall be issued at the time an Award is made, and the Company shall not be required to set aside a fund for the payment of such Award.

Section 7.2 Other Stock-Based Awards. The Committee may grant other types of equity-based and equity-related awards in addition to Options, Restricted Stock, Restricted Stock Units and Performance Shares, including, but not limited to, the outright grant of Common Stock in satisfaction of obligations of the Company or any Subsidiary under another compensatory plan, program or arrangement, modified awards intended to comply with or structured in accordance with the provisions of applicable non-U.S. law or practice, or the sale of Common Stock, in such amounts and subject to such terms and conditions as the Committee shall determine, including, but not limited to, the satisfaction of Performance Criteria. Each such Other Stock-Based Award shall be evidenced in writing and specify the terms and conditions applicable thereto including, if expressly stated by the Committee at the time of grant, the performance-based conditions set forth in Section 5.2. Any such Other Stock-Based Award may entail the transfer of actual shares of Common Stock or the payment of the value of such Award in cash based upon the value of a specified number of shares of Common Stock, or any combination of the foregoing, as determined by the Committee. The terms of any Other Stock-Based Award need not be uniform in application to all (or any class of) Participants, and each Other Stock-Based Award granted to any Participant (whether or not at the same time) may have different terms.

Section 7.3 Dividends and Dividend Equivalents. Dividends payable on Restricted Stock may be made subject to the same terms and conditions as the underlying Award of Restricted Stock. Subject to the provisions of Sections 5.2(b) and 5.5, the Committee, in its sole discretion, may make Awards to Participants of Dividend Equivalents in connection with the grant of Restricted Units and Other Stock-Based Awards.

Section 7.4 Restrictions On Transferability. Shares of Restricted Stock and Restricted Units may not be sold,


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assigned, transferred, pledged, hypothecated or otherwise encumbered by the Participant during the Restricted Period, except as hereinafter provided. Notwithstanding the foregoing, the Committee may permit (on such terms and conditions as it shall establish) shares of Restricted Stock to be transferred during the Restricted Periods pursuant to Section 12.1, provided that any shares of Restricted Stock so transferred shall remain subject to the provisions of this Article VII.

Section 7.5 Rights as a Shareholder. Except for the restrictions set forth herein and unless otherwise determined by the Committee, the Participant shall have all the rights of a shareholder with respect to such shares of Restricted Stock, including but not limited to, the right to vote and the right to receive any dividends paid or distributions made with respect to a share of Common Stock. A Participant shall not have any right, in respect of Restricted Units or Dividend Equivalents awarded pursuant to the Plan, to vote on any matter submitted to the Company’s shareholders or have any other rights of a shareholder until such time as the shares of Common Stock attributable to such Restricted Units (and, if applicable, Dividend Equivalents) have been issued.

Section 7.6 Restricted Period. Unless the Committee shall otherwise determine at or subsequent to the date an Award of Restricted Stock or Restricted Units (including any Dividend Equivalents issued in connection with such Restricted Units) is made to the Participant by the Committee, the Restricted Period shall commence upon the date of grant by the Committee and shall lapse ratably in three annual installments with respect to the shares of Restricted Stock or Restricted Units, such that the Award would vest in full upon the third (3^rd) anniversary of the date of grant, unless sooner terminated as otherwise provided herein.

Section 7.7 Legending or Equivalent. To the extent that certificates are issued to a Participant in respect of shares of Restricted Stock awarded under the Plan (or in the event that such Restricted Stock are held electronically), such shares shall be registered in the name of the Participant and shall have such legends (or account restrictions) reflecting the restrictions of such Awards in such manner as the Committee may deem appropriate.

Section 7.8 Issuance of New Certificate or Equivalent; Settlement of Restricted Units and Dividend Equivalents. Upon the lapse of the Restricted Period with respect to any shares of Restricted Stock, such shares shall no longer be subject to the restrictions imposed under Section 7.4 and the Company shall take such actions as are appropriate to record that such shares are freely tradable without any restriction imposed under the terms of the Plan. Upon the lapse of the Restricted Period with respect to any Restricted Units, the Company shall deliver to the Participant, or the Participant’s beneficiary or estate, as provided in Section 12.2, one share of Common Stock for each Restricted Unit as to which restrictions have lapsed and

any Dividend Equivalents credited with respect to such Restricted Units and any interest thereon. The Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only Common Stock for Restricted Units and/or Dividend Equivalents. If a cash payment is made in lieu of delivering Common Stock for Restricted Units, the amount of such cash payment for each share of Common Stock to which a Participant is entitled shall be equal to the Fair Market Value of the Common Stock on the date on which the Restricted Period lapsed with respect to the related Restricted Unit.

Article VIII

Annual Incentive Awards and Performance Shares

Section 8.1 Annual Incentive Awards. At the direction of the Committee, Annual Incentive Awards may be made to Eligible Individuals and, unless determined otherwise by the Committee at or after the date of grant, shall be paid in cash.

Section 8.2 Performance Shares. At the discretion of the Committee, grants of Performance Share Awards may be made to Eligible Individuals. Subject to the provisions of Sections 5.2(b) and 5.5, the Committee, in its sole discretion, may make Awards to Participants of Dividend Equivalents in connection with the grant of Performance Shares.

Article IX

Termination of Employment

Section 9.1 Effect of Termination of Employment on Awards. If a Participant terminates employment before payment of an Annual Incentive Award is authorized by the Committee for any reason other than death, Disability or Approved Retirement, the Participant shall forfeit all rights to such Annual Incentive Award unless otherwise determined by the Committee or applicable award documents. Regardless of the vesting schedule otherwise applicable with respect to any other Award, unless the Committee shall otherwise determine at or subsequent to the date of grant, the following provisions shall apply in the event of a Participant’s termination of employment under the circumstances specified below. Unless otherwise specified in the applicable award agreements or the Committee shall otherwise determine at or subsequent to the date of grant, the treatment upon termination applicable to Restricted Stock Units shall apply equally to any Other Stock-Based Award.


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Section 9.2 Death or Disability. In the event a Participant’s employment terminates due to his or her death or due to Disability:

(a) any Options granted to such Participant that are then not yet exercised shall become immediately exercisable in full and may be exercised by the Participant or the Participant’s estate (or as may otherwise be provided for in accordance with the requirements of Section 12.2), as applicable, at any time prior to the earlier of (1) the expiration date of the term of the Options or (2) the third (3^rd) anniversary (or such earlier date as the Committee shall determine at the time of grant) of the Participant’s termination of employment; provided, however, that in the event of a Participant’s death, Nonstatutory Stock Options shall be exercisable for not less than one (1) year after a Participant’s death even if such period exceeds the expiration date of the term of the original grant of such Nonstatutory Stock Options;

(b) the Restricted Period will lapse as to the outstanding shares of Restricted Stock and/or Restricted Units (including any associated Dividend Equivalents) granted to such Participant under the Plan;

(c) the target number of Performance Shares shall be deemed to have been earned and vested with respect to any outstanding Performance Share Award granted to such Participant under the Plan; and

(d) such Participant’s estate or beneficiary (or as may otherwise be provided for in accordance with the requirements of Section 12.2) shall be eligible to receive an Annual Incentive Award assuming full achievement of the Participant’s Performance Goals for such Performance Cycle, but prorated for the portion of the Performance Cycle completed before the Participant’s termination of employment.

Section 9.3 Retirement. In the event a Participant’s employment terminates due to Approved Retirement:

(a) any Options granted to such Participant that are then not yet exercised shall become immediately exercisable in full and may be exercised by the Participant at any time prior to the expiration date of the term of the Options or within five (5) years (or such shorter period as the Committee shall determine at the time of grant) following the Participant’s Approved Retirement, whichever period is shorter;

(b) the Restricted Period will lapse as to any outstanding shares of Restricted Stock and/or Restricted Units (including any associated Dividend Equivalents) granted to such Participant under the Plan; and

(c) the Participant shall receive a payment with respect to any outstanding Performance Shares (including any associated Dividend Equivalents) granted to such Participant under the Plan calculated in the following manner, which shall be in full and completed satisfaction of

the Participant’s rights in respect of such Performance Shares:

(i) the number of Performance Shares subject to each separate grant will be reduced by multiplying such Performance Shares by a fraction, the numerator of which is the number of full months in the Performance Cycle during which the Participant was an active employee and the denominator of which is the number of months in the Performance Cycle (with a partial month worked counted as a full month if the Participant is an active employee for 15 days or more in that month); and

(ii) the resulting reduced number of Performance Shares shall be eligible to become vested subject to the achievement of the applicable Performance Goals and, to the extent vested, shall be payable to the Participant in a lump sum 60 days after the completion of the respective Performance Cycle; and

(d) the Participant shall receive an Annual Incentive Award based on the actual achievement of the Performance Goals for such Performance Cycle, prorated for the portion of the Performance Cycle completed before the Participant’s termination of employment.

Section 9.4 For Cause. In the event a Participant’s employment is terminated for Cause,

(a) any Options granted to such Participant that are then not yet exercised shall be forfeited at the time of such termination and shall not be exercisable thereafter;

(b) all outstanding shares of Restricted Stock and all outstanding Restricted Units and all outstanding Performance Share Awards (including any associated Dividend Equivalents) granted to such Participant under the Plan shall be forfeited at the time of such termination.

In addition, the Committee may, consistent with Section 4.6 of the Plan, require that such Participant disgorge any profit, gain or other benefit received in respect of the exercise of any Awards for a period of up to twelve (12) months prior to termination of the Participant’s employment for Cause. The provisions of this Section 9.4 will apply notwithstanding any assertion (by the Participant or otherwise) of a termination of employment for any other reason enumerated under this Article IX.

Section 9.5 Resignation. In the event a Participant’s employment terminates due to his or her resignation from the Company or any Subsidiary,

(a) any Options granted to such Participant that are then not yet exercised shall be forfeited at the time of such termination and shall not be exercisable thereafter and


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Section 9.6 Termination for any Other Reason. In the event a Participant’s employment terminates due to any reason other than one described in Sections 9.2 through Section 9.5,

(a) any Options granted to such Participant which are exercisable on the date of termination of the Participant’s employment may be exercised by the Participant at any time prior to the expiration date of the term of the Options or the ninetieth (90^th) day following termination of the Participant’s employment, whichever period is shorter, and any Options that are not exercisable at the time of termination of employment shall be forfeited at the time of such termination and not be exercisable thereafter;

(b) the Restricted Period shall lapse to as a portion of any outstanding Restricted Stock or Restricted Units calculated in the following manner, and the remainder of each such outstanding Restricted Stock or Restricted Unit Awards shall be forfeited:

(i) the number of shares of Restricted Stock and/or Restricted Units granted to such Participant under the Plan will be reduced by multiplying each separate grant by a fraction, the numerator of which is the number of full months in the applicable vesting period during which the Participant was an active employee and the denominator of which is the number of months in the applicable vesting period (with a partial month worked counted as a full month if the Participant is an active employee for 15 days or more in that month); and

(ii) the resulting reduced number of Restricted Stock or Restricted Units minus the number, if any, of shares previously issuable in connection with the partial vesting of such Award shall be considered vested.

(c) the Participant shall receive a lump sum payment with respect to any outstanding Performance Shares (including any associated Dividend Equivalents) granted to such Participant under the Plan calculated in the following manner, which shall be in full and completed satisfaction of the Participant’s rights in respect of such Performance Shares:

(i) the number of Performance Shares granted to such Participant under the Plan will be reduced by multiplying each separate grant by a fraction, the numerator of which is the number of full months in the Performance Cycle during which the Participant was an active employee and the denominator of which is the number of months in the Performance Cycle (with a partial month worked shall be counted as a full month if the Participant is an active employee for 15 days or more in that month); and

(ii) the resulting reduced number of Performance Shares shall be considered vested as if the target number of Performance Shares had, in fact, been earned.

Section 9.7 Timing of Payment. With respect to any Restricted Stock Units or Performance Shares that are deemed to become vested and payable pursuant to Section 9.2, 9.3 or 9.6, payment therein shall be made in cash or shares of Common Stock (as determined by the Committee) as soon as practicable, but not more than 74 days, following the Participant’s termination of employment, except that, if the Participant is a specified employee within the meaning of Section 409A of the Code and the amount payable in respect of such Award is deferred compensation subject to Section 409A, payment for any such Award that is treated as deferred compensation subject to Section 409A shall be made six months and one day following the date of such termination of employment. Payment in respect of any Annual Incentive Award that becomes vested and payable pursuant to Section 9.2 or 9.3 shall be made at the same time as Annual Incentive Awards are paid to other Participants receiving such Awards for the same period (or at such earlier time as the Committee shall determine), but in no event later than March 15 of the calendar year following the later of the calendar year in respect of which such Award is payable and the calendar year in which the Participant’s rights to payment of any such Annual Incentive Award becomes vested; provided, however, that, in no event, however, shall such pro-rated Annual Incentive Award be duplicative of any payment provided in respect of such Annual Incentive Award under any other agreement or arrangement between the Participant and the Company or any Subsidiary.

Article X

Change of Control

Section 10.1 Performance Share Awards. Unless determined otherwise by the Committee, in the event of a Change of Control, (a) any outstanding Performance Share Awards relating to Performance Cycles ended prior to the Change of Control which have been earned but not paid shall be payable in accordance with their terms, and (b) all then-in-progress Performance Cycles with respect to outstanding Performance Share Awards shall end. Unless determined otherwise by the Committee prior to the Change of Control, each Performance Share Award that has its Performance Cycle end at the time of a Change of Control shall, immediately prior to a Change of Control, be converted into a Restricted Unit Award for the number of shares of Common Stock determined pursuant to this Section 10.1 (a “Converted Award”). In the case of any Performance Share Award as to which (i) at least 50% of the Performance Cycle will be completed immediately prior to the date of the Change of Control and (ii) the Committee determines that the achievement of the Performance Goals for such Performance Cycle is reasonably capable of being assessed based on performance until the date of the Change of Control, the number of shares of Common Stock subject to the corresponding Converted Award shall be equal to the number of shares of Common Stock that would


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have been payable (or the greatest number of whole shares of Common Stock having a Fair Market Value equal to the dollar amount that would have been payable) in respect of such Award at the end of the Performance Cycle based on the level of performance achieved until the date of the Change of Control. In the case of all other Performance Shares, the number of shares subject to the corresponding Converted Award shall be equal to the number of shares of Common Stock that would have been payable (or the greatest number of whole shares of Common Stock having a Fair Market Value equal to the dollar amount that would have been payable) in respect of such Award at the end of the Performance Cycle assuming the Award was earned at target.

Section 10.2 Alternative Awards. In the event of a Change of Control, to the extent that prior to the Change of Control the Committee determines that any then outstanding Option, Restricted Stock, Restricted Unit (including each Converted Award issuable pursuant to Section 10.1), Other Stock-Based Award or Performance Share that has not been converted into a Converted Award will be honored or assumed, or new rights substituted therefore, by the Participant’s employer (or the parent or an affiliate of such employer) immediately following the Change of Control, in each case on terms and conditions that satisfy the minimum conditions set forth in the next sentence (such honored, assumed or substituted award hereinafter called an “Alternative Award”), no acceleration of vesting, exercisability or payment shall occur with respect to such Award (other than to the extent provided in Section 10.1). For this Section 10.2 to apply, any such Alternative Award must, as reasonably determined by the Committee in good faith prior to the Change of Control:

(a) be based on stock that is traded on an established U.S. securities market or an established securities market outside the United Stated upon which the Participants could readily trade the stock without administrative burdens or complexities;

(b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Option, Restricted Stock, Restricted Unit and/or Performance Share, including, but not limited to, an identical or better exercise or vesting schedules;

(c) have substantially equivalent value to such Option, Restricted Stock, Restricted Unit and/or Performance Share (determined at the time of the Change of Control); and

(d) have terms and conditions which provide that, in the event that the Participant’s employment is involuntarily terminated for any reason other than for Cause, all of such Participant’s Options, Restricted Stock, Restricted Units or Performance Shares that have not been converted into Converted Awards shall be deemed immediately and fully exercisable and/or all restrictions shall lapse, and shall be settled for a payment per each share of stock subject to the Alternative Award in cash, in immediately transferable,

publicly traded securities, or in a combination thereof, in an amount equal to (i) with respect to any Restricted Stock or Restricted Units (including, without limitation, any Restricted Units subject to a Converted Award), the Fair Market Value of such stock on the date of the Participant’s termination, (ii) with respect to any Options, the excess, if any, of the Fair Market Value of such stock on the date of the Participant’s termination over the corresponding exercise or base price per share, or (iii) with respect to any Performance Share that has not been converted into a Converted Award pursuant to Section 10.1, the Participant’s target award opportunity for the Performance Cycle in question. Notwithstanding anything else in the Plan to the contrary, in no event shall any Participant be deemed to have been terminated for Cause following a Change of Control unless the Participant’s actions that constitute Cause have resulted in, or are reasonably expected to result in, (I) significant monetary damages to the Company or any of its Subsidiaries, (II) material damage to the business or reputation of the Company or any of its Subsidiaries or (III) the inability of the Participant to perform the material functions of his position.

Section 10.3 Accelerated Vesting and Payment of Awards. If the Committee reasonably determines in good faith prior to the occurrence of a Change of Control that an Alternative Award will not be issued in accordance with the requirements of Section 10.2 with respect to any Option, Restricted Stock Restricted Unit (including each Converted Award issued pursuant to the provisions of Section 10.1), Other Stock-Based Award or Performance Share that has not been converted into a Converted Award, then regardless of the otherwise applicable vesting schedule applicable thereto (i) any such Option shall become fully exercisable upon the occurrence of the Change of Control, (ii) the Restricted Period shall lapse at the Change of Control as to each share of Restricted Stock and each Restricted Unit, (iii) any restrictions or vesting conditions applicable with respect to an Other Stock-Based Award shall lapse and (iv) with respect to any Performance Share that has not been converted into a Converted Award pursuant to Section 10.1, the Performance Cycle shall be deemed to have ended and the Participant shall be entitled to receive payment in respect thereof at the Participant’s target award opportunity for such Performance Cycle. In connection with such a Change of Control, the Committee may, in its sole discretion, provide that any Option, Restricted Stock and/or Restricted Unit, Other Stock-Based Award or any Performance Share that would not otherwise be payable in cash, that is not honored or assumed pursuant to Section 10.2 or that is otherwise payable by reason of such Change of Control shall, upon the occurrence of such Change of Control, be cancelled in exchange for a payment per share/unit (the “Settlement Payment”) in an amount based on the Change of Control Price. Any Settlement Payment having a positive amount shall be paid in cash. To the extent that, at the time of a Change of Control, the exercise price of an Option that may be cancelled pursuant to this Section 10.3 exceeds the


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Change of Control Price, the Committee may direct that such Option shall be cancelled without consideration.

Article XI

Amendment, Modification, and Termination of Plan

Section 11.1 General. The Board may, at any time and from time to time amend, modify, suspend, or terminate this Plan, in whole or in part, without notice to or the consent of any Participant or Eligible Individual; provided, however, that any amendment would (i) increase the number of shares available for issuance under the Plan, or (ii) lower the minimum exercise price at which an Option may be granted or take any other action that is otherwise prohibited with respect to Options under Section 6.2 shall be subject to the approval of the Company’s shareholders. No amendment, modification or termination of the Plan shall in any manner adversely affect any Award theretofore granted under the Plan, without the consent of the Participant, provided, however, for the avoidance of doubt, that

(a) any change pursuant to, and in accordance with the requirements of, Article X;

(b) any change made to an Award to enable the compensation payable under the Award to be deductible for purposes of any federal, state, local or foreign tax;

(c) any acceleration of payments of amounts accrued under the Plan by action of the Committee or by operation of the Plan’s terms; or

(d) any decision by the Committee to limit participation (or other features of the Plan) prospectively under the Plan

shall not be deemed to violate this provision.

Article XII

Miscellaneous Provisions

Section 12.1 Transferability of Awards. No Awards granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided that the Committee may, in the applicable Award Agreement or otherwise, permit transfers of Nonstatutory Stock Options, Restricted Stock and/or Other-Stock Based Awards to Family Members (including, without limitation, transfers effected by a domestic relations order) upon such terms and subject to such restrictions as the Committee shall specify.

Section 12.2 Treatment of Any Outstanding Rights or Features Upon Participant’s Death. Any Awards, rights or features remaining unexercised or unpaid at the Participant’s death shall be paid to, or exercised by, the

Participant’s estate except where otherwise provided by law, or when done in accordance with other methods (including a beneficiary designation process) put in place by the Committee or a duly appointed designee from time to time. Except as otherwise provided herein, nothing in this Plan is intended or may be construed to give any person other than Participants any options, rights or remedies under this Plan.

Section 12.3 Deferral of Payment. The Committee may, in the applicable Award Agreement or otherwise, (i) permit a Participant to elect voluntarily to defer payment of cash or receipt of Common Stock that would otherwise be payable or issued upon exercise or vesting of an Award or (ii) mandate that such payment of cash or receipt of Common Stock that would otherwise be payable or issued upon exercise or vesting of an Award be deferred. Any such deferral, whether elective or mandatory, shall be subject to such terms and conditions as the Committee may establish. Notwithstanding anything else contained herein to the contrary, no voluntary deferrals shall be permitted hereunder in a way that will result in the Company or any Subsidiary being required to recognize a financial accounting charge due to such deferral that is substantially greater than the charge, if any, that was associated with the underlying Award.

Section 12.4 No Guarantee of Employment or Participation. The existence of the Plan shall not be deemed to constitute a contract of employment between the Company or any affiliate and any Eligible Individual or Participant, nor shall it constitute a right to remain in the employ of the Company or any affiliate. The terms or existence of this Plan, as in effect at any time or from time to time, or any Award granted under the Plan, shall not interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Subsidiary or any other affiliate of the Company. The employment of each employee of the Company or any Subsidiary remains at will. Except to the extent expressly selected by the Committee to be a Participant, no person (whether or not an Eligible Individual or a Participant) shall at any time have a right to be selected for (or additional) participation in the Plan, despite having previously participated in an incentive or bonus plan of the Company or an affiliate.

Section 12.5 Tax Withholding. The Company, Subsidiary or an affiliate shall have the right and power to deduct from all payments or distributions hereunder, or require a Participant to remit to the Company promptly upon notification of the amount due, an amount (which may include shares of Common Stock) to satisfy any federal, state, local or foreign taxes or other obligations required by law to be withheld with respect thereto with respect to any Award. The Company may defer payments of cash or issuance or delivery of Common Stock until such withholding requirements are satisfied. The Committee may, in its discretion, permit a Participant to elect, subject


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to such conditions as the Committee shall impose, (a) to have shares of Common Stock otherwise issuable under the Plan withheld by the Company or (b) to deliver to the Company previously acquired shares of Common Stock (through actual tender or attestation), in either case for the greatest number of whole shares having a Fair Market Value on the date immediately preceding the date of exercise not in excess of the amount to be used for tax withholding.

Section 12.6 No Limitation on Compensation; Scope of Liabilities. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans if and to the extent permitted by applicable law. The liability of the Company, Subsidiary or any affiliate under this Plan is limited to the obligations expressly set forth in the Plan, and no term or provision of this Plan may be construed to impose any further or additional duties, obligations, or costs on the Company or any affiliate thereof or the Committee not expressly set forth in the Plan.

Section 12.7 Requirements of Law. The granting of Awards and the issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Section 12.8 Term of Plan. The Plan shall be effective upon the Effective Date. The Plan shall terminate on the earlier of (a) the termination of the Plan pursuant to Article XI, or (b) when no more shares are available for issuance of Awards under the Plan.

Section 12.9 Governing Law. The Plan, and all Award Agreements and any other agreements entered into hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey, without regard to principles of conflict of laws.

Section 12.10 Securities Law Compliance. Instruments evidencing Awards may contain such other provisions, not inconsistent with the Plan, as the Committee deems advisable, including a requirement that the Participant represent to the Company in writing, when an Award is granted or when he receives shares with respect to such Award (or at such other time as the Committee deems appropriate) that he is accepting such Award, or receiving or acquiring such shares (unless they are then covered by a Securities Act of 1933 registration statement), for his own account for investment only and with no present intention to transfer, sell or otherwise dispose of such shares except such disposition by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of the Participant. The Company shall not be obligated to recognize the exercise of any Award or to otherwise sell or issue Common Stock in violation of any applicable securities law, rule or regulation. The Company, in its discretion, may postpone the exercise of Awards, the issuance or delivery of Common Stock under any Award or any other action under the Plan to permit the Company,

with reasonable diligence, to complete any necessary or appropriate stock exchange listing, registration or qualification of such Common Stock or other required action under any federal or state law, rule, or regulation, or pay the Participant cash in an amount based upon the Fair Market Value of a share of Common Stock as of the date shares of Common Stock would otherwise be issuable with respect to an Award in lieu of issuing shares of Common Stock. Any postponement of the exercise or settlement of any Award under this Section 12.10 shall not extend the term of such Award, and the Company, its officers and employees, the Board and the Committee shall have no obligation or liability to a Participant with respect to any Award (or Common Stock issuable thereunder) because of any actions taken pursuant to the provisions of this Section 12.10. Shares of Common Stock issued under the Plan shall be transferable, or may be sold or otherwise disposed of only if the proposed transfer, sale or other disposition shall be permissible pursuant to the Plan and if, in the opinion of counsel satisfactory to the Company, such transfer, sale or other disposition at such time will be in compliance with applicable securities laws.

Section 12.11 No Impact On Benefits. Except as may otherwise be specifically provided for under any employee benefit plan, policy or program provision to the contrary, Awards shall not be treated as compensation for purposes of calculating an Eligible Individual’s right under any such plan, policy or program.

Section 12.12 No Constraint on Corporate Action. Except as provided in Article XI, nothing contained in this Plan shall be construed to prevent the Company, or any affiliate, from taking any corporate action (including, but not limited to, the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets) which is deemed by it to be appropriate, or in its best interest, whether or not such action would have an adverse effect on this Plan, or any Awards made under this Plan. No employee, beneficiary or other person shall have any claim against the Company, any Subsidiary or any of its affiliates as a result of any such action.

Section 12.13 Captions. The headings and captions appearing herein are inserted only as a matter of convenience. They do not define, limit, construe, or describe the scope or intent of the provisions of the Plan.

Section 12.14 Distribution of Amounts Subject to Section 409A. Notwithstanding anything in the Plan to the contrary, if any amount that is subject to Section 409A of the Code is to be paid or distributed on account of a Change of Control (as opposed to being paid or distributed on account of termination of employment or within a reasonable time following the lapse of any substantial risk of forfeiture with respect to the corresponding Award), Section 10.2 shall not apply unless compliant with Section 409A and, solely for purposes of determining


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whether such distribution or payment shall be made in connection with a Change of Control, the term Change of Control shall be deemed to be defined in the manner provided in Section 409A of the Code and the regulations thereunder. If any such distribution or payment cannot be made because an event that constitutes a Change of

Control under the Plan is not a change of control as defined under Section 409A of the Code, then such distribution or payment shall be distributed or paid at the next event, occurrence or date at which such distribution or payment could be made in compliance with the ~~laws~~requirements of ~~a limited number~~Section 409A of ~~states~~the Code.


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Admission Ticket C0123456789 000004 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! MR A SAMPLE You may vote online or by phone instead of mailing DESIGNATION (IF ANY) this card. ADD 1 Votes submitted electronically must be received by ADD 2 11:59 p.m., May 10, 2021, for Registered Shares and ~~cities.~~

~~Existing Employees~~

~~Guided~~ADD 3 by ~~independent legal counsel, Prudential conducts a review of its U.S. compensation practices~~11:59 p.m., May 5, 2021, for PESP Shares and ADD 4 PSPP Shares. ADD 5 ADD 6 Online Go to ~~protect against systemic race/ethnicity and gender biased patterns, and takes action as warranted.~~

~~Employees can raise issues regarding pay equity with the Ethics Office, Human Resources or their manager.~~

~~Pay discrimination concerns~~www.investorvote.com/prudential – login details are ~~promptly and thoroughly investigated by trained professionals dedicated to reviewing unlawful discrimination claims.~~

~~This integrated approach ensures that we proactively review pay equity on an ongoing basis, and that we satisfy our heightened obligations as a federal contractor.~~

~~As part of our annual human resources strategy update, our Board reviews the status of our pay practices and the broad range of our diversity, and inclusion efforts.~~

~~AN OPEN LETTER TO PRUDENTIAL SHAREHOLDERS~~

~~LET’S BUILD NEW PATHWAYS TO PROSPERITY~~

~~The promise of our society has always been this: Hard work can create a better life.~~

~~How do we keep that promise within reach, when people are living longer, the pace of change is quickening, and our policies and safety nets strain to keep up?~~

~~The challenges are daunting: Our 2017 Financial Wellness Study found nearly six out of 10 workers said their financial situation is a cause of stress.~~

Prudential was founded to help working families achieve financial well-being by providing affordable insurance. More than 140 years later, we remain committed to creating opportunities for families to achieve financial security.

~~We are addressing today’s financial wellness challenges in multiple ways:~~

~~Nearly~~

~~workers said their financial situation is a cause of stress.~~

~~6 OUT OF 10~~

~~Through our clients~~

Prudential’s Financial Wellness platform gives employers tools and resources to help understand and improve the financial health of their workforce, including managing day-to-day finances, achieving important financial goals, and protecting themselves against financial risks. Prominent among these is Prudential PathwaysTM, a worksite seminar series led by Prudential Advisors addressing issues including budgeting, retirement savings, asset protection and savings.

~~Through our partners~~

Recently, Prudential announced a three-year, $5 million grant to the Aspen Institute, a nonpartisan forum for public policy leadership, to advance solutions helping increase economic opportunity for workers. Through this partnership, and many others, we aim to foster equal opportunity by removing barriers to social and financial mobility.

~~Through our employees~~

~~Promoting the financial wellness of our own employees is a corporate priority. Included~~located in the ~~many benefits we offer are:~~shaded bar below. Vote by telephone Call toll-free 1-800-652-VOTE (8683) within the ~~options~~USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE for the call. Follow the instructions provided by the recorded message. Save paper, time and money! Registered shareholders Using a black ink pen, mark your votes with an X as shown in this example. (Holders of Record) can sign up for electronic Please do not write outside the designated areas. delivery of future proxy materials at www.investorvote.com/prudential Proxy/Voting Instruction Form 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals – The Board of Directors recommends a vote FOR the election of each director nominee listed in Proposal 1. 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain + 01 - Thomas J. Baltimore, Jr. 05 - Wendy Jones 09 - George Paz 02 - Gilbert F. Casellas 06 - Karl J. Krapek 10 - Sandra Pianalto 03 - Robert M. Falzon 07 - Peter R. Lighte 11 - Christine A. Poon 04 - Martina Hund-Mejean 08 - Charles F. Lowrey 12 - Douglas A. Scovanner The Board of Directors recommends a vote FOR Proposals 2 – 4. 13 - Michael A. Todman For Against Abstain The Board of Directors recommends a vote AGAINST Proposal 5. 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. For Against Abstain 5. Shareholder proposal regarding an Independent 3. Advisory vote to ~~participate in~~approve named executive officer compensation. Board Chairman. 4. Approval of the Prudential ~~PathwaysTM; auto enrollment in~~Financial, Inc. 2021 Omnibus Incentive Plan. B Non-Voting Proposal – Please select one option or leave blank if you do not want to participate. I would like a free tote bag from Prudential. I prefer Prudential contribute to a tree planting campaign. C Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below Please sign exactly as name(s) appears herein. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) – Please print date below. Signature 1 – Please keep signature within the ~~company’s 401(k) plan with a company match up to 4%; and lower healthcare costs for lower-salaried employees.~~box. Signature 2 – Please keep signature within the box. C1234567890 JNT MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1UPX 485459 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE +

By identifying solutions that build income security, Prudential is helping bridge the gap between work and wealth. So that millions can move from financial fragility to financial resilience, stability, mobility and prosperity.

LOGO

~~Because at Prudential, we believe financial opportunity is within reach of all.~~

~~PRINTED ON RECYCLED~~ PAPER ~~WITH 10% POST-CONSUMER WASTE.~~

~~Rock Solid® Business, Sustainable Future.~~

~~PAPERS~~ PRODUCED UNDER A SUSTAINABLE FOREST MANAGEMENT

PROGRAM. ~~PRINTED USING VEGETABLE-BASED INKS~~ANNUAL MEETING OF SHAREHOLDERS May 11, 2021, 2:00 p.m. 751 Broad Street, Newark, New Jersey 07102 PRU Rock Solid® Business, Sustainable Future. If you plan to attend the annual meeting, please bring this admission ticket with you. This ticket admits the shareholder. All meeting attendees must present valid government-issued photo identification. For your safety, all personal belongings or effects, including purses, are subject to inspection. With the exception of purses and notepads, no personal items such as briefcases or bags, of any type, may be carried into the meeting area. The use of photographic and recording devices is prohibited in the building. Cell phone use is permitted only in the first floor lobby. The meeting location is accessible to disabled persons and, upon request, we will provide wireless headsets for hearing amplification. This card covers the total number of shares of Prudential Financial, Inc. Common Stock (“Common Stock”) registered in your name (“Registered Shares”) at Prudential’s transfer agent, Computershare, as of March 12, 2021, and may also cover the total number of shares of Prudential Financial, Inc. Common Stock held in The Prudential Employee Savings Plan (“PESP”) on March 10, 2021. Or, this card may cover the total number of shares of Prudential Financial, Inc. Common Stock for the international portion of the Prudential Stock Purchase Plan, the Prudential International Stock Purchase Plan, or the international portion of the Associates Grants covering vested shares of Prudential Financial, Inc. Common Stock registered in your name with Computershare as of the close of business on the record date of March 12, 2021. You only need to vote once. This card enables you to submit your vote on your Registered Shares; to provide voting instructions to the PESP Trustee for your PESP shares; or to submit voting instructions for your international portion of the Prudential Stock Purchase Plan shares. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 11, 2021. The Proxy Statement and Annual Report to Shareholders are available at www.investorvote.com/prudential. IF VOTING BY MAIL, SIGN, DETACH AND ~~RENEWABLE ENERGY.~~RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy/Voting Instruction Form Prudential Financial, Inc. + This proxy is solicited on behalf of the Board of Directors of Prudential Financial, Inc. for the Annual Meeting of Shareholders to be held at 2:00 p.m. on May 11, 2021. The undersigned, having received the Notice of Meeting and Proxy Statement dated March 25, 2021, appoints Margaret M. Foran, Ann Kappler and Charles F. Lowrey, each of them as proxies, with full power of substitution, to represent and vote all of the undersigned’s shares of Common Stock of Prudential Financial, Inc., at the Annual Meeting of Shareholders to be held at 2:00 p.m., May 11, 2021, or at any adjournment or postponement, upon all subjects that may properly come before the meeting, including the matters described in the proxy statement, subject to any directions indicated on the reverse side of this card. If no directions are given, the proxies will vote in accordance with Board of Directors’ recommendations as listed on the reverse side of this card and at their discretion on any other matter that may properly come before the meeting. Special Voting Instructions for Plan Shares: If you are a participant in The Prudential Employee Savings Plan (“PESP”), or the international portion of the Prudential Stock Purchase Plan, the Prudential International Stock Purchase Plan, or the international portion of the Associates Grants covering vested shares of Prudential Financial, Inc. Common Stock under the Prudential Financial, Inc. Omnibus Incentive Plan, your shares will be voted by the applicable trustee or administrator in accordance with the instructions indicated on the reverse side or received by internet or telephone. If no instructions are specified, your PESP shares will be voted in the same proportion as the PESP Trustee votes the shares for which it received timely voting instructions, and all other shares will be voted by the plan administrator in accordance with the Board of Directors’ recommendations, in each case, subject to the terms of the applicable plan documents and applicable law. Comments – We value your feedback. Please provide any comments you have in the space below. +

LOGO

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Proxy/Voting Instruction Form IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals – The Board of Directors recommends a vote FOR the election of each director nominee listed in Proposal 1. 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain + 01 - Thomas J. Baltimore, Jr. 05 - Wendy Jones 09 - George Paz 02 - Gilbert F. Casellas 06 - Karl J. Krapek 10 - Sandra Pianalto 03 - Robert M. Falzon 07 - Peter R. Lighte 11 - Christine A. Poon 04 - Martina Hund-Mejean 08 - Charles F. Lowrey 12 - Douglas A. Scovanner The Board of Directors recommends a vote FOR Proposals 2 – 4. 13 - Michael A. Todman For Against Abstain The Board of Directors recommends a vote AGAINST Proposal 5. 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. For Against Abstain 3. Advisory vote to approve named executive officer compensation. 5. Shareholder proposal regarding an Independent Board Chairman. 4. Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan. B Non-Voting Proposal – Please select one option or leave blank if you do not want to participate. I would like a free tote bag from Prudential. I prefer Prudential contribute to a tree planting campaign. C Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below Please sign exactly as name(s) appears herein. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) – Please print date below. Signature 1 – Please keep signature within the box. Signature 2 – Please keep signature within the box. C1234567890 JNT MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 UPX 485459 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE + 03DBED

LOGO

ANNUAL MEETING OF SHAREHOLDERS May 11, 2021, 2:00 p.m. 751 Broad Street, Newark, New Jersey 07102 If you plan to attend the annual meeting, please bring this admission ticket with you. This ticket admits the shareholder. All meeting attendees must present valid government-issued photo identification. For your safety, all personal belongings or effects, including purses, are subject to inspection. With the exception of purses and notepads, no personal items such as briefcases or bags, of any type, may be carried into the meeting area. The use of photographic and recording devices is prohibited in the building. Cell phone use is permitted only in the first floor lobby. The meeting location is accessible to disabled persons and, upon request, we will provide wireless headsets for hearing amplification. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy/Voting Instruction Form Prudential Financial, Inc. + This proxy is solicited on behalf of the Board of Directors of Prudential Financial, Inc. for the Annual Meeting of Shareholders to be held at 2:00 p.m. on May 11, 2021. The undersigned, having received the Notice of Meeting and Proxy Statement dated March 25, 2021, appoints Margaret M. Foran, Ann Kappler and Charles F. Lowrey, each of them as proxies, with full power of substitution, to represent and vote all of the undersigned’s shares of Common Stock of Prudential Financial, Inc., at the Annual Meeting of Shareholders to be held at 2:00 p.m., May 11, 2021, or at any adjournment or postponement, upon all subjects that may properly come before the meeting, including the matters described in the proxy statement, subject to any directions indicated on the reverse side of this card. If no directions are given, the proxies will vote in accordance with Board of Directors’ recommendations as listed on the reverse side of this card and at their discretion on any other matter that may properly come before the meeting. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 11, 2021. The Proxy Statement and Annual Report to Shareholders are available at www.prudential.com/governance. + PAPER PRODUCED UNDER A SUSTAINABLE FOREST MANAGEMENT PROGRAM. PRU Rock Solid® Business, Sustainable Future.

LOGO

+ C 1234567890 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ Your vote matters – here’s how to vote! MR A SAMPLE You may vote online or by phone. DESIGNATION (IF ANY) ADD 1 Votes submitted electronically must be received by ADD 2 11:59 p.m., May 10, 2021, for Registered Shares and ADD 3 by 11:59 p.m., May 5, 2021, for PESP Shares and ADD 4 PSPP Shares. ADD 5 ADD 6 Online Go to www.investorvote.com/prudential – login details are located in the shaded bar below. Vote by telephone Call toll-free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE for the call. Follow the instructions provided by the recorded message. Shareholder Meeting Notice & Admission Ticket 1234 5678 9012 345 Important Notice Regarding the Availability of Proxy Materials for the Prudential Financial, Inc. Shareholder Meeting to be Held on May 11, 2021 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at: www.investorvote.com/prudential Easy Online Access – View your proxy materials and vote. Step 1: Go to www.investorvote.com/prudential. Step 2: Click on the icon on the right to view meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. 2 NOT COY +

LOGO

Shareholder Meeting Notice & Admission Ticket Prudential Financial, Inc.’s Annual Meeting of Shareholders will be held on May 11, 2021, at 751 Broad Street, Newark, New Jersey 07102, at 2:00 p.m. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends that you vote FOR Proposals 1 – 4: 1. Election of Directors: Thomas J. Baltimore, Jr., Gilbert F. Casellas, Robert M. Falzon, Martina Hund-Mejean, Wendy Jones, Karl J. Krapek, Peter R. Lighte, Charles F. Lowrey, George Paz, Sandra Pianalto, Christine A. Poon, Douglas A. Scovanner and Michael A. Todman. 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. 3. Advisory vote to approve named executive officer compensation. 4. Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan. The Board of Directors recommends that you vote AGAINST Proposal 5: 5. Shareholder proposal regarding an Independent Board Chairman. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. We encourage you to vote your shares before the Annual Meeting. If you are attending the meeting, you will be asked to present your admission ticket and valid government-issued photo identification, such as a driver’s license, and comply with the special precautions we are taking in light of the coronavirus (COVID-19), as described in the Proxy Statement. For your safety, all personal belongings or effects including purses are subject to inspection. With the exception of purses and notepads, no personal items such as briefcases or bags, of any type, may be carried into the meeting area. The use of photographic and recording devices is prohibited in the building. Cell phone use is permitted only in the first floor lobby. The meeting location is accessible to disabled persons and, upon requst, we will provide wireless headsets for hearing amplification. PAPER PRODUCED UNDER A SUSTAINABLE FOREST MANAGEMENT PROGRAM. PRU Rock Solid® Business, Sustainable Future. Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 28, 2021, to facilitate timely delivery. Here’s how to order a copy of the proxy materials and select future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or e-mail options below. E-mail copies: Current and future e-mail delivery requests must be submitted via the Internet or e-mail following the instructions below. If you request an e-mail copy of the materials, you will receive an e-mail with a link to view the materials on the Internet. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. Internet – Go to www.investorvote.com/prudential and follow the instructions to log in and order a paper or e-mail copy of the current meeting materials and submit your preference for e-mail or paper delivery of future meeting materials. Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. E-mail – Send an e-mail to investorvote@computershare.com with “Proxy Materials Prudential” in the subject line. In the e-mail, include your full name and address, plus the number located in the shaded bar on the reverse side of this document. State in the e-mail whether you want a paper or e-mail copy of the current meeting materials. You can also state your preference for an e-mail or paper copy for future meetings.



								Dear Shareholder:
									This package includes your proxy and voting materials. We care about what you think and voting is an important way for you to let us know how we’re doing.
									To express our appreciation when you vote, we are once again offering you a choice of receiving a specially designed, environmentally friendly tote bag, or contributing to a tree-planting campaign. Since its inception, we have provided nearly ~~570,000~~726,000 tote bags to our shareholders. Because of your active participation, we continue to support the work of American Forests to protect and restore America’s forest ecosystems. This year’s tree-planting initiative will continue our work with American Forests.
									Whether you vote via the internet, phone, or mail, you can indicate your choice of either the bag or a tree-planting contribution. If you elect to receive a bag, you can expect to receive your free gift around the end of ~~June.~~July.
									Thank you,

									Margaret M. Foran
									Chief Governance Officer,
									Senior Vice President and Corporate Secretary
									Prudential Financial, Inc.

~~002CSN8CDA~~002CSNB8D6


		Margaret M. Foran
		Chief Governance Officer
		Senior Vice President and Corporate Secretary
		Prudential Financial, Inc.
		751 Broad Street, Newark NJ 07102-3777

		March ~~22, 2018~~25, 2021

Dear Shareholder:

As a shareholder, you have the right to vote on important matters that affect Prudential Financial. We take the opinions of Prudential’s shareholders very seriously and we hope you will provide your input by casting your vote on the items in the ~~2018~~2021 Proxy Statement.

Enclosed you will find a Notice of Internet Availability (Notice), which provides information on how to view the materials and cast your vote online. If you would prefer to vote by mail, you may request a paper copy of the proxy materials by visiting www.investorvote.com/prudential, calling1-866-641-4276, or by sending an email to investorvote@computershare.com.

Additional information regarding the Notice is located on the reverse side of this letter. The SEC has also created an educational website where you can learn more about proxy ~~voting —~~voting—www.sec.gov/spotlight/~~proxymatters.shtml.~~proxymatters.shtml.

To express our appreciation when you vote, we are once again offering you a choice of receiving a specially designed, environmentally friendly tote bag, or contributing to a tree-planting initiative. Since its inception, we have provided nearly ~~570,000~~726,000 tote bags to our shareholders. Because of your active participation, we continue to support the work of American Forests to protect and restore America’s forest ecosystems. This year’s tree-planting initiative will continue our work with American Forests.

As always, we thank you for your investment in Prudential.

Sincerely,

~~Margaret M. Foran~~

~~Chief Governance Officer,~~

~~Senior Vice President and Corporate Secretary~~

~~Prudential Financial, Inc.~~

LOGO

Margaret M. Foran

Chief Governance Officer,

Senior Vice President and Corporate Secretary

Prudential Financial, Inc.

FAQ — Internet Availability of Proxy Materials

The Securities and Exchange Commission (SEC) has issued rules requiring public companies to:

~~Make proxy materials (such as the Annual Report and Proxy Statement) available on the internet~~

~~Notify shareholders how and where to access those materials online~~

●

Make proxy materials (such as the Annual Report and Proxy Statement) available on the internet

●

Notify shareholders how and where to access those materials online

These rules allow companies to give shareholders more options for reviewing important proxy materials. Information can be made available to shareholders more quickly and conveniently—online documents are easily searchable, enabling shareholders to quickly find the information they need to make informed voting decisions.

The SEC also allows companies to send aone-page Notice to holders with instructions on how to access the materials online, rather than sending a full set of materials. Our reasons for choosing the notice-only option are to:

~~Adopt more sustainable practices and be more environmentally responsible—by shrinking our carbon footprint through reductions in ink and paper used in printing and fuel used in shipping~~

~~Increase shareholder value—by reducing print and mail costs~~

●

Adopt more sustainable practices and be more environmentally responsible—by shrinking our carbon footprint through reductions in ink and paper used in printing and fuel used in shipping

●

Increase shareholder value—by reducing print and mail costs

Please refer to the information below to learn more and to find out what your options are as a shareholder to view materials and vote.

What is on the one-page Notice?

The Notice contains simple instructions on how to:

~~Access and view the proxy materials online~~

~~Vote your shares online~~

~~Request a free set of printed materials~~

~~Change delivery preferences for future proxy mailings~~

●

Access and view the proxy materials online

●

Vote your shares online

●

Request a free set of printed materials

●

Change delivery preferences for future proxy mailings

DO retain the Notice for future reference

DO NOT mark your vote on the Notice and return it; the Notice is not a proxy card or ballot

If I received only a one-page Notice, how do I vote my shares?

To vote your shares, follow the instructions on the Notice to vote online. If you request a paper copy of the proxy materials, you’ll receive a proxy card with voting instructions. You may also vote your shares in person by bringing the Notice with you and attending the meeting.

If I received only a one-page Notice, how do I request a full set of printed materials for this meeting or future proxy mailings?

To request a free set of printed materials for this meeting or for future mailings, refer to the Notice for detailed instructions on how to request a copy via ~~Internet,~~internet, telephone or email.

If I received a full set of materials, may I request only a one-page Notice for future proxy mailings?

Our company will make a decision for each meeting whether or not to use the notice-only option, and send notice-only mailings at our discretion.

Can I elect to receive my proxy materials electronically?

You may elect to receive materials via email for future mailings. You will receive the materials electronically if our company chooses to offer email delivery in the future. To change your delivery preferences, follow the instructions on the Notice.

One of your key privileges as an investor is the right to vote on

important matters that affect the company you own shares in.

Please vote. Your vote is important to us and our business.


~~002CSN8CDB~~002CSNB8D7		© Copyright 2017 Computershare Limited. All rights reserved.


*~~IMPORTANT ANNUAL MEETING INFORMATION~~*


~~Admission Ticket~~





~~Electronic Voting Instructions~~

~~You can vote by Internet or telephone~~

~~Instead of mailing your proxy, you may choose to vote online or by~~ ~~telephone.~~

~~Proxies submitted by the Internet or telephone must be received by~~ ~~11:59 p.m., May 7, 2018, for Registered Shares and by 11:59 p.m.,~~ ~~May 2, 2018, for PESP Shares and PSPP Shares.~~
		~~Vote by Internet~~
		~~• Go towww.investorvote.com/prudential~~
		~~• Follow the steps outlined on the secured website.~~
		~~Vote by telephone~~
		~~• Call toll free~~~~1-800-652-VOTE~~ ~~(8683)~~ ~~within the USA, US territories & Canada any time on a touch tone telephone. There is~~~~NO CHARGE~~~~to you for the call.~~
		~~• Follow the instructions provided by the recorded message.~~


~~Proxy/Voting Instruction Form~~

q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~q


A		~~Proposals — The Board of Directors recommends a voteFOR~~ ~~the election of each director nominee listed in Proposal 1.~~

~~1. Election of Directors:~~

~~For~~

~~Against~~

~~Abstain~~

~~For~~

~~Against~~

~~Abstain~~

~~For~~

~~Against~~

~~Abstain~~

~~01 - Thomas J. Baltimore, Jr.~~

☐

~~05 - Karl J. Krapek~~

☐

~~09 - Christine A. Poon~~

☐

~~02 - Gilbert F. Casellas~~

☐

~~06 - Peter R. Lighte~~

☐

~~10 - Douglas A. Scovanner~~

☐

~~03 - Mark B. Grier~~

☐

~~07 - George Paz~~

☐

~~11 - John R. Strangfeld~~

☐

~~04 - Martina Hund-Mejean~~

☐

~~08 - Sandra Pianalto~~

☐

~~12 - Michael A. Todman~~

☐

~~The Board of Directors recommends a voteFOR~~ ~~Proposals 2 and 3.~~

~~The Board of Directors recommends a voteAGAINST~~ ~~Proposal 4.~~

~~For~~

~~Against~~

~~Abstain~~

~~For~~

~~Against~~

~~Abstain~~

~~2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018.~~

☐

~~4. Shareholder proposal regarding an independent Board Chairman.~~

☐

~~3. Advisory vote to approve named executive officer compensation.~~

☐


B		~~Non-Voting~~ ~~Proposal — Please select one option or leave blank if you do not want to participate.~~

~~I would like a free tote bag from Prudential. ☐ I prefer Prudential contribute to a tree planting campaign. ☐~~


C		~~Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below~~

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

~~Date (mm/dd/yyyy) — Please print date below.~~

~~Signature 1 — Please keep signature within the box.~~

~~Signature 2 — Please keep signature within the box.~~


~~/ /~~


∎	~~1 U P X~~	+
~~002CSP008B~~	~~02QW9F~~



		~~ANNUAL MEETING OF SHAREHOLDERS~~
		~~May 8, 2018, 2:00 p.m.~~
		~~751 Broad Street, Newark, New Jersey 07102~~

~~If you plan to attend the annual meeting, please bring this admission ticket with you.~~This ticket admits the shareholder. All meeting attendees must present valid government-issued photo identification. For your safety, all personal belongings or effects including purses are subject to inspection. With the exception of purses and notepads, no personal items such as briefcases or bags, of any type, may be carried into the meeting area. The use of photographic and recording devices is prohibited in the building. Cell phone use is permitted only in the first floor lobby. The meeting location is accessible to disabled persons and, upon request, we will provide wireless headsets for hearing amplification.

This card covers the total number of shares of Prudential Financial, Inc. Common Stock (“Common Stock”) registered in your name (“Registered Shares”) at Prudential’s transfer agent, Computershare, as of March 9, 2018, and may also cover the total number of shares of Prudential Financial, Inc. Common Stock held in The Prudential Employee Savings Plan (“PESP”) on March 7, 2018. Or, this card may cover the total number of shares of Prudential Financial, Inc. Common Stock for the international portion of the Prudential Stock Purchase Plan, the Prudential International Stock Purchase Plan, or the international portion of the Associates Grants covering vested shares of Prudential Financial, Inc. Common Stock registered in your name with Computershare as of the close of business on the record date of March 9, 2018.

You only need to vote once. This card enables you to submit your vote on your Registered Shares; to provide voting instructions to the PESP Trustee for your PESP shares; or to submit voting instructions for your international portion of the Prudential Stock Purchase Plan shares.

~~Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 8, 2018. The Proxy Statement and Annual Report to Shareholders are available atwww.investorvote.com/prudential~~.

q~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~q

~~Proxy/Voting Instruction Form~~

~~Prudential Financial, Inc.~~

~~This proxy is solicited on behalf of the Board of Directors of Prudential Financial, Inc. for the Annual Meeting of Shareholders to be held at 2:00 p.m. on May 8, 2018.~~

The undersigned, having received the Notice of Meeting and Proxy Statement dated March 22, 2018, appoints Margaret M. Foran, Timothy P. Harris and John R. Strangfeld, each of them as proxies, with full power of substitution, to represent and vote all of the undersigned’s shares of Common Stock of Prudential Financial, Inc., at the Annual Meeting of Shareholders to be held at 2:00 p.m., May 8, 2018, or at any adjournment or postponement, upon all subjects that may properly come before the meeting, including the matters described in the proxy statement, subject to any directions indicated on the reverse side of this card.

If no directions are given, the proxies will vote in accordance with Board of Directors’ recommendations as listed on the reverse side of this card and at their discretion on any other matter that may properly come before the meeting.

~~Special Voting Instructions for Plan Shares:~~If you are a participant in The Prudential Employee Savings Plan (“PESP”), or the international portion of the Prudential Stock Purchase Plan, the Prudential International Stock Purchase Plan, or the international portion of the Associates Grants covering vested shares of Prudential Financial, Inc. Common Stock under the Prudential Financial, Inc. Omnibus Incentive Plan, your shares will be voted by the applicable trustee or administrator in accordance with the instructions indicated on the reverse side or received by internet or telephone. If no instructions are specified, your PESP shares will be voted in the same proportion as the PESP Trustee votes the shares for which it received timely voting instructions, and all other shares will be voted by the plan administrator in accordance with the Board of Directors’ recommendations, in each case, subject to the terms of the applicable plan documents and applicable law.

~~Comments~~ ~~— We value your feedback. Please provide any comments you have in the space below.~~


∎				+
				+


*~~IMPORTANT ANNUAL MEETING INFORMATION~~*

~~Proxy/Voting Instruction Form~~

q ~~PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~q


A		~~Proposals — The Board of Directors recommends a voteFOR~~ ~~the election of each director nominee listed in Proposal 1.~~

~~1. Election of Directors:~~

~~For~~

~~Against~~

~~Abstain~~

~~For~~

~~Against~~

~~Abstain~~

~~For~~

~~Against~~

~~Abstain~~

~~01 - Thomas J. Baltimore, Jr.~~

☐

~~05 - Karl J. Krapek~~

☐

~~09 - Christine A. Poon~~

☐

~~02 - Gilbert F. Casellas~~

☐

~~06 - Peter R. Lighte~~

☐

~~10 - Douglas A. Scovanner~~

☐

~~03 - Mark B. Grier~~

☐

~~07 - George Paz~~

☐

~~11 - John R. Strangfeld~~

☐

~~04 - Martina Hund-Mejean~~

☐

~~08 - Sandra Pianalto~~

��

☐

~~12 - Michael A. Todman~~

☐

~~The Board of Directors recommends a voteFOR~~ ~~Proposals 2 and 3.~~

~~The Board of Directors recommends a voteAGAINST~~ ~~Proposal 4.~~

~~For~~

~~Against~~

~~Abstain~~

~~For~~

~~Against~~

~~Abstain~~

~~2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018.~~

☐

~~4. Shareholder proposal regarding an independent Board Chairman.~~

☐

~~3. Advisory vote to approve named executive officer compensation.~~

☐


B		~~Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below~~

~~Date (mm/dd/yyyy) — Please print date below.~~

~~Signature 1 — Please keep signature within the box.~~

~~Signature 2 — Please keep signature within the box.~~


~~/ /~~


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		~~ANNUAL MEETING OF SHAREHOLDERS~~
		~~May 8, 2018, 2:00 p.m.~~
		~~751 Broad Street, Newark, New Jersey 07102~~

~~If you plan to attend the annual meeting, please bring proof of ownership with you.~~Your proof of ownership, such as a recent brokerage statement or letter from your bank or broker, admits the shareholder. All meeting attendees must present valid government-issued photo identification. If you want to vote your shares held in street name in person, you must get a legal proxy in your name from the broker, bank or other nominee that holds your shares. For your safety, all personal belongings or effects including purses are subject to inspection. With the exception of purses and notepads, no personal items such as briefcases or bags, of any type, may be carried into the meeting area. The use of photographic and recording devices is prohibited in the building. Cell phone use is permitted only in the first floor lobby. The meeting location is accessible to disabled persons and, upon request, we will provide wireless headsets for hearing amplification.

q ~~PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~q

~~Proxy – Prudential Financial, Inc.~~

~~This proxy is solicited on behalf of the Board of Directors of Prudential Financial, Inc. for the Annual Meeting of Shareholders to be held at 2:00 p.m. on May 8, 2018.~~

The undersigned, having received the Notice of Meeting and Proxy Statement dated March 22, 2018, appoints Margaret M. Foran, Timothy P. Harris and John R. Strangfeld, each of them as proxies, with full power of substitution, to represent and vote all of the undersigned’s shares of Common Stock of Prudential Financial, Inc., held of record on March 9, 2018 at the Annual Meeting of Shareholders to be held at 2:00 p.m., May 8, 2018, or at any adjournment or postponement, upon all subjects that may properly come before the meeting, including the matters described in the proxy statement, subject to any directions indicated on the reverse side of this card.

~~Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 8, 2018.~~

~~The Proxy Statement and Annual Report to Shareholders are available atwww.prudential.com/governance~~.


		+

~~IMPORTANT SHAREHOLDER INFORMATION~~

~~YOUR VOTE COUNTS!~~


				~~ANNUAL MEETING OF SHAREHOLDERS~~

				~~May 8, 2018, 2:00 p.m.~~
				~~751 Broad Street, Newark, New Jersey 07102~~

				~~You can vote and obtain proxy materials online.~~

				~~VOTING INSTRUCTIONS ARE LOCATED BELOW~~


~~Shareholder Meeting Notice & Admission Ticket~~

~~Important Notice Regarding the Availability of Proxy Materials for the~~Video Transcript Delivered For:

Prudential Financial, Inc. ~~Shareholder Meeting~~2021 Proxy Statement

Robert M. Falzon, Vice Chairman

A Message from Prudential’s Board of Directors

Prudential’s Transformation and Long-term Future.

Hello. I’m Rob Falzon, Prudential’s vice chair and board member. For 145 years, Prudential has helped individual and institutional customers grow and protect their wealth. Our board believes that the foundation of Pru’s success can be attributed to ~~be Held~~our purpose driven culture, making lives better by solving the financial challenges of our changing world, our investment and deep commitment to talent, and our commitment to long term sustainability. But looking ahead we know that we cannot remain complacent with our past success. To remain competitive, we need to continually transform the company, to rise to the challenges of digital and technology driven disruptions, new forms of competition, evolving customer needs and demands, and changing market conditions.

We’re aligning and deploying our enterprise resources, talent, technology, and capital to accelerate our growth by providing more solutions to more customers and clients. And we are increasing the profitability and competitiveness of our businesses through an ongoing institutionalized transformation process focused on ~~May 8, 2018~~customer and employee experiences and organizational efficiency. With a solid balance sheet, and the talent to successfully execute our strategy, Prudential will continue to make a meaningful difference in the financial lives of more people around the world.

~~The proxy materials~~Prudential’s transformational journey.

Last year Prudential began its enterprise wide transformation. We’ve been simplifying how we do business and making strategic investments in technology, processes, and talent to drive three outcomes. Increase the profitability and competitiveness of our businesses. Provide a seamless technology enabled experience for our customers and employees. And ensure we have a future ready pool of highly skilled talent. Our transformation efforts created over $200 million of cost savings in 2020. And we’re on track to generate $750 million of cost savings by 2023 while also transforming our capabilities to improve customer experiences and enable our talent for the ~~annual meeting~~future of work.

Prudential’s business mix and business mix.

We look to have a mix of businesses with products and services that are ~~available online. The items~~aligned to ~~be voted~~our purpose and meet the needs of an expanded customer base while also producing differentiated returns for shareholders. Aligned with these objectives, over the next three years we will work to reallocate $5 billion to $10 billion of capital from low growth and/or more volatile and market sensitive businesses to our faster growing businesses in asset management and in emerging markets, in opportunities that meet both our strategic and financial requirements. To the extent we don’t find appropriate opportunities, we will return excess capital that we freed up to shareholders. Through the combination of organic growth, run off, and the redeployment of capital and programmatic acquisitions, we expect to almost double the contribution to earnings from our growth businesses while reducing the size of our individual annuities business by roughly half.

Talent development in concert with our transformation.

Talent is a critical enterprise resource, and the foundation to our sustained competitive advantage in the market. We continue to invest in our talent by addressing their needs both at work and at home which are especially critical amid the COVID 19 pandemic. By identifying and supporting internal mobility opportunities, by helping to build and expand skill sets, including the launch of our skills accelerator platform, and by continuing our focus on having an inclusive culture and diverse workforce through our nine commitments to racial equity. It is critical that as Prudential undertakes its strategic transformation we invest in and actively redeploy our most valuable asset, our talent, to areas that are ~~listed below. Follow~~pivotal to the ~~instructions to view the materials and vote online.~~~~Your vote is important.~~~~To obtain a paper ore-mail~~ ~~copy~~future success of the ~~proxy materials follow~~company.

Transformation supported by Prudential’s culture.

There are three elements of our culture that support the ~~instructions on~~company’s transformation. First open and consistent communication. Facilitating an ongoing dialog with our global employees to address the ~~reverse side.~~progress of our transformation. Two. Developing talent and providing for continuous learning. Providing resources and training to enable our talent to cultivate and build skills that are transferable for the future. And three. Being an active listener and engaging our employees. In 2020 polling and surveying programs collected over 52,000 responses. We listen to understand our employees’ experiences. And this insight helps to inform our decisions about our transformation, including people, programs, processes, and policies.

~~Proposals to be voted on at~~

Video Transcript Delivered For:

Prudential Financial, Inc. 2021 Proxy Statement

Gilbert Casellas, Prudential Director, Corporate Governance and Business Ethics

Committee Chair, and Member of the ~~meeting are listed below along with the Board of Directors’ recommendations.~~Audit and Risk Committees

~~The~~A message from Prudential’s Board of Directors ~~recommends that you voteFORProposals 1~~ – 3.Corporate Governance and Business Ethics Committee

Election of Directors: Thomas J. Baltimore, Jr., Gilbert F. Casellas, Mark B. Grier, Martina Hund-Mejean, Karl J. Krapek, Peter R. Lighte, George Paz, Sandra Pianalto, Christine A. Poon, Douglas A. Scovanner, John R. Strangfeld and Michael A. Todman.

~~Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018.~~

~~Advisory vote to approve named executive officer compensation.~~

~~The~~Hello. I’m Gilbert Casellas, Prudential Board ~~of Directors recommends that you voteAGAINSTProposal 4:~~

~~Shareholder proposal regarding an independent Board Chairman.~~

~~This communication presents only an overview~~member and Chair of the ~~more complete proxy materials that are available~~Corporate Governance and Business Ethics Committee. Thank you for tuning in to ~~you on the Internet.~~

~~We encourage you to access and review all of the important information contained in the proxy materials before voting.~~

~~The proxy statement and annual report to shareholders are available atwww.investorvote.com/prudential~~.


		~~Easy Online Access — A Convenient Way to Vote!~~
		~~If you have access to the Internet, you can complete the process in a few easy steps:~~
		~~Step 1:~~ ~~Go to~~~~www.investorvote.com/prudential~~
		~~Step 2:~~ ~~Click the~~~~View~~ ~~buttons to see the proxy statement, which contains details of the proposals to be voted on, and the annual report.~~
		~~Step 3:~~ ~~Follow the instructions on the screen to log in.~~
		~~Step 4:~~ ~~Make your selection as instructed on each screen to select delivery preferences.~~
		~~Step 5:~~ ~~Make your voting selections as instructed on the screen and click the vote button to submit your vote.~~

~~PLEASE NOTE — YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares, you must vote online or request a paper copy of the proxy materials to receive a proxy card.~~


∎	~~2 N O T~~	+
~~002CSP008A~~	~~02QWBF~~

~~Shareholder Meeting Notice & Admission Ticket~~

~~Obtaining a Copy of the Proxy Materials — If you want to receive a paper ore-mail~~ copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 27, 2018, to facilitate timely delivery.

You may still request paper copies of the materials after this date; however, your vote will not count if received after 11:59 p.m. on May 7, 2018, via the Internet or telephone or after 10:00 a.m. on May 8, 2018, via a proxy card.

~~Here’s how to order a copy of the proxy materials and select future delivery preference:~~

~~Paper copies:~~~~Current and future paper delivery requests can be submitted via the telephone, Internet ore-mail~~ ~~options below.~~

~~E-mail~~ ~~copies:~~~~Current and futuree-mail~~ ~~delivery requests must be submitted via the Internet ore-mail~~ ~~following the instructions below. If you request ane-mail~~ ~~copy of the materials, you will receive ane-mail~~ ~~with a link to view the materials on the Internet.~~

~~PLEASE NOTE:~~~~You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.~~

~~Internet~~– ~~Go towww.investorvote.com/prudential~~ ~~and follow the instructions to log in and order a paper or e-mail copy of the current meeting materials and submit your preference for e-mail or paper delivery of future meeting materials.~~

~~Telephone~~– Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.

~~E-mail~~– Send an e-mail to investorvote@computershare.com with “Proxy Materials Prudential” in the subject line. In the e-mail, include your full name and address, plus the number located in the shaded bar on the reverse side of this document. State in the e-mail whether you want a paper or e-mail copy of the current meeting materials. You can also state your preference for an e-mail or paper copy for future meetings.

~~If you wish to attend and vote at the meeting, please bring~~watch this ~~notice and identification with you.~~

~~Prudential Financial, Inc.’s Annual Meeting of Shareholders will be held on May 8, 2018, at 751 Broad Street, Newark, New Jersey 07102, at 2:00 p.m.~~

~~If you plan to attend the annual meeting, please bring this admission ticket with you.~~This ticket admits the shareholder. All meeting attendees must present valid government-issued photo identification. For your safety, all personal belongings or effects including purses are subject to inspection. With the exception of purses and notepads, no personal items such as briefcases or bags, of any type, may be carried into the meeting area.short video. The use of photographic and recording devices is prohibited in the building. Cell phone use is permitted only in the first floor lobby. The meeting location is accessible to disabled persons and, upon request, we will provide wireless headsets for hearing amplification.

~~02QWBF~~

~~Prudential Financial~~

~~Director Video Script~~

~~Interview: Christine A. Poon by Lata Reddy~~

~~Introduction Lata Reddy~~

Hello. My name is Lata Reddy, senior vice president of Diversity, Inclusion & Impact at Prudential. Today, I will be talking to Christine Poon, a Prudential director and chair of the Board’s Finance Committee.

~~Question 1~~

~~Lata Reddy~~

~~Hello Chris. Tell me about yourself.~~

~~Chris Poon~~

~~Well, my parents immigrated to the U.S. and eventually settled in Ohio where I was raised with my six brothers and sisters.~~

I always had an interest in both science and business, so after graduate school it was natural for me to seek a job in the life sciences. One of my first jobs was at Bristol-Myers Squibb, where I stayed for 15 years. From there, I joined Johnson & Johnson, where I served as the Worldwide Chairman of the company’s Pharmaceuticals Group. In 2009, I returned to my home state of Ohio where I served as the Dean of the Max M. Fisher College of Business at The Ohio State University. Today, I am “executive in residence” at the University, which gives me the opportunity to stay connected to learning from my peers and students.

~~I have been on the Prudential Board since 2006 and serve on a number of our committees. Currently, I chair the Finance Committee.~~

~~Question 2~~

~~Lata Reddy~~

~~What is the role of the Finance Committee?~~

~~Chris Poon~~

~~The primary~~ purpose of ~~the Finance~~Prudential’s Corporate Governance and Business Ethics Committee is to oversee the ~~Company’s capital~~company’s corporate governance practices, to recommend individuals for election to the Board of Directors, to oversee the ethics and ~~liquidity management, the incurrence and repayment~~conflict of ~~borrowings, the capital structure, and the funding of benefit plans of Prudential and its subsidiaries.~~

~~Our oversight~~interest policies of the ~~Company’s capital structure~~company, and to oversee Prudential’s strategy and reputation regarding environmental stewardship, sustainability, and corporate social responsibility throughout our global businesses. I enjoy chairing this committee because so much of my professional experience has prepared me for this role. In 1994, I was appointed Chairman of the Equal Employment Opportunity Commission, which I held for 4 years. Being the nation’s chief law enforcement officer for equal employment in the workplace was very rewarding because the American dream is about fairness and opportunity. My role as Vice President of Corporate Responsibility at Dell provided me the opportunity to bring together the key elements of corporate citizenship and to demonstrate how leading companies can achieve the triple bottom line: social, environmental and financial success and help the business engage with real life concerns of its employees, customers, and other stakeholders.

Prudential’s Inclusion and Diversity Efforts

Diversity starts with our board and cascades throughout the organization. Nine of our 11 independent board members are diverse. A diverse board strengthens the quality of our collective decision making and is fundamental to Prudential’s success. It’s also a ~~detailed Capital Policy. The Policy contains core principles for capital management~~matter of credibility. A board that is not both diverse and ~~provides a framework for making capital allocation decisions. Those decisions are then grounded in a multi-year capital plan, which we use to track the company’s progress in executing its strategy.~~

~~Question 3~~

~~Lata Reddy~~

~~Can you describe how the Finance Committee oversees Prudential’s capital structure and the risk protections in place.~~

~~Chris Poon~~

~~The oversight of liquidity risk is key to our work. As an example, we have engaged~~inclusive will lack credibility with management, ~~recently on a liquidity stress testing program. Stress testing gives us another tool to better understand~~investors, customers, employees, and ~~monitor the company’s financial resources under a variety of scenarios.~~

~~Question 4~~

~~Lata Reddy~~

~~How would you describe Prudential’s Board?~~

~~Chris Poon~~

~~We are collaborative~~other stakeholders. The board and ~~yet direct with each other. We work along with~~ our senior management team deepened our longstanding commitment to ~~define~~diversity and inclusion by announcing Prudential’s ~~mission~~nine commitments to advance racial equity. These commitments were born out of forums held with Prudential employees who shared their experiences and ~~actively oversee~~expectations on racial equity. These commitments span the company’s talent practices, how we design and deliver products, our investments in public policy work, and supportive community institutions working to remove systemic bias that impedes economic growth.

Fulfilling our commitments with Prudential’s ~~long-term strategy.~~talent

~~If you look~~Our competitive advantage has always been our talent. Success is possible with world class talent, diverse perspectives, and future ready skills at all levels. Let’s start with training at Prudential. We’ve mandated inclusion training for all U.S employees and over time our ~~directors’ profiles, you~~annual employee survey will ~~see that our skills~~be used to reflect progress and ~~experiences are extremely diverse. This is a result of a deliberate strategy~~tell us what’s working and ~~our belief that incorporating diverse views equips the Board~~where we need to ~~better factor in various risks, consequences, and implications of our actions.~~

~~Question 5~~

~~Lata Reddy~~

~~How has this Board evolved and changed during your tenure?~~

~~Chris Poon~~

~~Due~~do more. Living up to our commitment to ~~succession planning~~improve our talent practices, we’re establishing diversity representation goals. Measuring and ~~board refreshment,~~reporting on our ~~average director tenure~~progress is about seven years. Over the last five years, we have added directors with finance and capital allocation expertise, Asian market experience, and individuals with broad and deep histories overseeing global corporate operations.

~~Appreciating the value of risk oversight, we created a separate Risk Committee in 2016, of which I am a member, where we oversee the governance of risk throughout the enterprise.~~

I am very proud of my participation on the Board’s Corporate Social Responsibility Oversight Committee, which oversees all of Prudential’s corporate social responsibility efforts and The Prudential Foundation whose mission iscritical to ~~build prosperity for underserved populations by eliminating barriers to financial and social mobility.~~

~~One of the initiatives that I find most exciting is~~ our ~~impact investing program. Since its launch in 1976, we have invested over $2 billion in organizations that advance our mission. We now hold more than $500 million in active investments, with a~~ commitment to ~~build a $1 billion impact investment portfolio by 2020.~~

~~As an example, locally, we have invested~~transparency. We’re creating greater transparency of our diversity data which you will see disclosed in the recapitalization of Newark-based City National Bank of New Jersey, one of the ten largest African-American led banks in the country, because we believe that banks with roots in local communities are a critical part of the necessary financial services landscape.

~~Closing Chris Poon~~

~~Lata,~~our ESG summary report and sustainability report. Prudential’s board believes these and other steps we’re taking enable us to address our commitments to racial equity. I hope this gives our investors ~~some insights~~perspective about our ~~Board.~~board and the many ways that Prudential is living up to its purpose. I know I speak for the entire ~~Board~~board when I say that we’re committed to working on behalf of our shareholders to achieve long term performance and value for our company.

Video Transcript Delivered For:

Prudential Financial, Inc. 2021 Proxy Statement

Christine A. Poon, Prudential Lead Independent Director

A Message from Prudential’s Lead Independent Director

Hello. I am Christine Poon, Prudential’s lead independent director, and I wanted to thank you for tuning in. I want to spend the next few minutes addressing a number of issues important to you and our many other stakeholders.

Since joining the board in 2006, I have had the privilege to serve the company in multiple roles. I currently chair the finance committee and am a member of the investment and risk committees. And last year I was nominated to be our lead director by our independent directors.

One of the board’s most important roles and where we have been focusing a great deal of time is oversight of the company’s business transformation strategy. In collaboration with Charlie Lowrey, our CEO, and his leadership team, we are evaluating each of Prudential’s business lines with the goal to emerge as a higher growth, less capital intensive, less volatile, and more nimble business. Regarding the lead independent director role, our board has given careful thought to the structure which in some form has existed since we became a public company. Today the lead independent director can serve no more than three years. The incumbent director is elected in part based upon the company’s business directives at the time. The lead independent director meets regularly with our CEO to shape the board’s priorities and meet with investors as needed.

Enduring through the challenges of the global pandemic.

The company’s number one priority has always been to support the employees, customers, and the communities that we serve. Over 145 years ago our founder John Dryden said the company existed to advance better social and economic conditions for our customers and their families. And that these relationships would be built on trust for the many, many millions of people in all varying walks of life. We have stayed true to this commitment, and our values have helped guide us throughout the pandemic. We quickly transitioned our employees to work remotely, and enhanced wellness programs for our employees and their families to deal with pandemic related issues. And we understood the importance of helping to calm our customers throughout these volatile market conditions by providing access to needed benefits, enhancing our online and digital tools, and deploying additional resources to handle the growing number of customer calls. And we reacted to the needs of our community by harnessing our network of employees and partners to provide immediate support.

Prudential’s commitment to inclusion and diversity.

Driving progress towards diversity and inclusion is a business imperative at Prudential. Our commitment starts with the board. 9 of our company’s 11 independent directors are diverse. And since 2015 we have added five new independent directors who also happen to be diverse. We know building a successful organization requires hiring, developing, and retaining, talented people with varied backgrounds, experiences and outlooks, recognizing that individual differences represent a mosaic of opportunities for any organization.

I hope this gives you some perspective about our board and the many ways that Prudential is living up to its purpose. I know I speak for the entire board when I say that we are committed to working on behalf of our shareholders to achieve ~~long-term~~long term performance and value for our company.

~~Lata Reddy~~

Thank ~~you again for your time Chris.~~you.

~~Prudential Financial~~

~~Director Video Script~~

~~Interview: Thomas J. Baltimore by Peggy Foran~~

~~Introduction Peggy Foran~~

~~Hello. My name is Peggy Foran, chief governance officer at Prudential. Today, I will be talking to Thomas Baltimore, Prudential’s Lead Independent Director.~~

~~Question 1~~

~~Peggy Foran~~

~~Hello Tom. Tell me about your background.~~

~~Tom Baltimore~~

~~I have been a Prudential Board member since 2008.~~

I was raised in Silver Spring, Maryland and am the oldest of five children. My late parents were high school sweethearts and attended segregated schools near Warrenton, Virginia. They dreamed of a better life for their children and stressed prayer, preparation, and perseverance. My mother’s greatest joy was seeing all five of her children graduate from college. I had no better mentors than my parents.

~~I attended the University of Virginia for undergraduate and graduate school.~~

Professionally, I have spent nearly my entire career in the hospitality industry. Prior to my current role as chairman and CEO of Park Hotels & Resorts, I was president and CEO of RLJ Lodging Trust, which I~~co-founded~~ ~~with Robert L. Johnson. Prior to RLJ, I was with Hilton Hotels. I started my hospitality career at Marriott.~~

~~Question 2~~

~~Peggy Foran~~

~~Talk about your role as Lead Independent Director.~~

~~Tom Baltimore~~

~~I was nominated by my independent peers at last year’s annual meeting. 12 directors sit on Prudential’s Board, of which 10 are independent.~~

~~Our Lead Independent Director Charter calls for me to serve for a term of one year and prohibits a director from serving more than three years.~~

~~Our Board gave careful thought to structuring the Lead Independent Director role. Important features include:~~

~~The Lead Independent Director presides over all executive sessions where the chairman and CEO is not present;~~

~~Approval of all Board agendas, meeting schedules, and information sent to the Board; and~~

~~Availability to meet with investors.~~

~~Question 3~~

~~Peggy Foran~~

~~What are the qualities that make Prudential’s Board special?~~

~~Tom Baltimore~~

~~I would describe Prudential’s Board as a combination of three attributes: respect, trust, and collaboration.~~

~~Our directors have developed mutual respect due to our common commitment to the company and its stakeholders. Because we respect each another, we have developed trust.~~

~~We all have access to the same information, and we feel comfortable exchanging our candid views, and challenging our Board colleagues and management when necessary.~~

~~Our annual Board evaluation also presents an opportunity for directors to share their opinions about the Board’s performance, and areas for improvement.~~

~~Question 4~~

~~Peggy Foran~~

~~What is the Board’s view on diversity?~~

~~Tom Baltimore~~

~~Prudential’s commitment to diversity is evident in the Board’s composition. Overtwo-thirds~~ ~~of our Board is diverse. Beyond gender and race, our directors represent a diversity of ideas, backgrounds, skills, and experience.~~

~~The culture of diversity permeates throughout the organization where 50% of our U.S. employees are women and nearly 30% of our U.S. employees are people of color.~~

~~We believe that our Board’s diversity enhances our ability to better understand and address the needs of our customers who are both diverse and global.~~

~~Question 5~~

~~Peggy Foran~~

~~What is the Board’s view on talent management?~~

~~Tom Baltimore~~

~~Our Board agrees that talent is the driver that distinguishes Prudential from our competitors. For this reason, talent is discussed at every board meeting.~~

~~As a business leader and board member, I appreciate that without the right people to execute and deliver a company’s strategy and objectives at~~~~all levels~~~~, we are at risk to reach our full potential. Another aspect of why I believe Prudential’s Board is unique is that talent development is an essential part of this company’s culture.~~

~~Closing Tom Baltimore~~

Peggy, I hope this gives our investors perspective about our Board. I know I speak for the entire Board when I say that we are committed to working on behalf of our shareholders to achieve long-term performance and value for our company.

~~Peggy Foran~~

~~Thank you again for your time Tom.~~


Our Corporate Governance Principles and Practices place great emphasis on diversity, and, pursuant to our Principles and Practices, the Committee actively considers diversity in recruitment and nominations of directors and assesses its effectiveness in this regard when reviewing the composition of the Board. The current composition of our Board reflects those efforts and the importance of diversity to the Board.


Name of Beneficial Owner	Common Stock			Number of shares Subject to Exercisable Options		Total Number of Shares Beneficially Owned¹		Director Deferred Stock Units / Additional Underlying Units^2,3,4		Total Shares Beneficially Owned Plus Underlying Units
Thomas J. Baltimore, Jr.		250					250		42,020		42,270
Gilbert F. Casellas		500					500		29,942		30,442
Martina Hund-Mejean		128					128		17,356		17,484
Karl J. Krapek		1,000					1,000		49,293		50,293
Peter R. Lighte		80					80		5,715		5,795
George Paz		500					500		5,712		6,212
Sandra Pianalto		201					201		5,289		5,490
Christine A. Poon		11,583					11,583		13,156		24,739
Douglas A. Scovanner		12,000					12,000		13,299		25,299
Michael A.Todman		450					450		5,715		6,165
John R. Strangfeld		281,331	⁵		738,934		1,020,265		293,483		1,313,748
Mark B. Grier		382,193			411,832		794,025		200,620		994,645
Robert Falzon		52,936			71,181		124,117		100,311		224,428
Charles F. Lowrey		44,818			116,687		161,505		121,057		282,562
Stephen Pelletier		9,114			11,041		20,155		147,788		167,943
All directors and executive officers as a group (22 persons)		913,537			1,658,922		2,572,459		1,314,062		3,886,521


Named Executive Officers	Target Annual Incentive Award Opportunity		Maximum Annual Incentive Award Opportunity
John R. Strangfeld		$6,000,000		$12,000,000
Robert M. Falzon		$3,000,000		$ 6,000,000
Mark B. Grier		$5,100,000		$10,200,000
Charles F. Lowrey		$4,000,000		$ 8,000,000
Stephen Pelletier		$4,000,000		$ 8,000,000


	2017 EPS⁽¹⁾		EPS Target Factor⁽²⁾
		$7.28 or below		0.50
		$10.15		0.95
Target Range		$10.40		1.00
		$10.65		1.05
		$13.52 or above		1.50


		ROE +/- Peer Median⁽¹⁾				Relative ROE Factor⁽²⁾
		3%				1.25
		2%				1.17
		1%				1.08
		0%				1.00
		-1%				0.92
		-2%				0.83
		-3%				0.75


Named Executive Officers	Target Long-Term Award Opportunity
John R. Strangfeld	$	10,000,000
Robert M. Falzon	$	4,000,000
Mark B. Grier	$	8,000,000
Charles F. Lowrey	$	4,750,000
Stephen Pelletier	$	4,750,000


Named Executive Officer	2016 Compensation			2017 Compensation			Percentage Change
John R. Strangfeld
Base Salary	$	1,400,000		$	1,400,000			0.00%
Annual Incentive	$	5,976,000	⁽¹⁾	$	6,660,000	⁽²⁾		11.45%
Long-Term Incentive⁽³⁾	$	10,000,000		$	10,000,000			0.00%
Total	$	17,376,000		$	18,060,000			3.94%
Robert M. Falzon
Base Salary	$	770,000		$	770,000			0.00%
Annual Incentive	$	2,990,000	⁽¹⁾	$	3,330,000	⁽²⁾		11.37%
Long-Term Incentive⁽³⁾	$	4,000,000		$	4,000,000			0.00%
Total	$	7,760,000		$	8,100,000			4.38%
Mark B. Grier
Base Salary	$	1,190,000		$	1,190,000			0.00%
Annual Incentive	$	5,080,000	⁽¹⁾	$	5,660,000	⁽²⁾		11.42%
Long-Term Incentive⁽³⁾	$	8,000,000		$	8,000,000			0.00%
Total	$	14,270,000		$	14,850,000			4.06%
Charles F. Lowrey
Base Salary	$	770,000		$	770,000			0.00%
Annual Incentive	$	3,985,000	⁽¹⁾	$	4,440,000	⁽²⁾		11.42%
Long-Term Incentive⁽³⁾	$	5,000,000	⁽⁴⁾	$	4,750,000			-5.00%
Total	$	9,755,000		$	9,960,000			2.10%
Stephen Pelletier
Base Salary	$	770,000		$	770,000			0.00%
Annual Incentive	$	3,985,000	⁽¹⁾	$	4,700,000	⁽²⁾		17.94%
Long-Term Incentive⁽³⁾	$	4,500,000		$	4,750,000			5.56%
Total	$	9,255,000		$	10,220,000			10.43%



66 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~63



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		6765



86 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		~~\| Notice of Annual Meeting of Shareholders and 2018 Proxy Statement~~83


	Year Ended December 31
	2017			2016
Net income attributable to Prudential Financial, Inc.	$	7.86		$	4.37
Income attributable to noncontrolling interests		0.11			0.05
Net income		7.97			4.42
Less: Earnings attributable to noncontrolling interests		0.11			0.05
Income attributable to Prudential Financial, Inc.		7.86			4.37
Less: Equity in earnings of operating joint ventures, net of taxes and earnings attributable to noncontrolling interests		(0.06	)		(0.00	)
Income (after-tax) before equity in earnings of operating joint ventures		7.92			4.37
Less: Reconciling Items:
Realized investment gains (losses), net, and related charges and adjustments		(0.06	)		0.52
Investment gains (losses) on trading account assets supporting insurance liabilities, net		0.34			(0.02	)
Change in experience-rated contractholder liabilities due to asset value changes		(0.15	)		0.02
Divested businesses:
Closed Block division		0.04			(0.13	)
Other divested businesses		0.04			(0.08	)
Equity in earnings of operating joint ventures and earnings attributable to noncontrolling interests		0.03			(0.01	)
Total reconciling items, before income taxes		0.24			0.31
Less: Income taxes, not applicable to adjusted operating income		(3.03	)		0.04
Total reconciling items, after income taxes		3.27			0.26
After-tax adjusted operating income	$	4.65		$	4.11



~~Notice of Annual Meeting of Shareholders and 2018 Proxy Statement \|~~ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT		8785

Place:
      ~~Prudential’s Corporate~~
      ~~Headquarters~~
Prudential Financial’s office
      located at 751 Broad Street
      Newark, NJ 07102

      Date:
      May ~~8, 2018~~11, 2021

      Time:
      2:00 p.m.

~~AGENDA:~~Agenda:

•1. Election of 1213 directors named in the Proxy Statement;

•2. Ratification of appointment of PricewaterhouseCoopers LLP
as our independent registered public accounting firm for ~~2018;~~2021;

•3. Advisory vote to approve named executive officer compensation;

•4. Approval of the Prudential Financial, Inc. 2021 Omnibus Incentive Plan;
5. Shareholder proposal regarding an independent Board Chairman,
if properly presented at the meeting; and

•6. Shareholders also will act on such other business as may
properly come before the meeting or any adjournment or
postponement thereof.

Record date: You can vote if you were a shareholder of record on March ~~9, 2018.~~12, 2021.

We encourage you to vote your shares before the Annual Meeting. If you are attending the meeting, you will be asked to present your admission ticket and valid, government-issued photo identification, such as a driver’s license, and comply with the special precautions we are taking in light of COVID-19, as described in the Proxy Statement.

By Order of the Board of Directors,

Margaret M. Foran
Chief Governance Officer,
Senior Vice President
and Corporate Secretary

March ~~22, 2018~~25, 2021

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