Board Committees & Charters

Committees of the Board of Directors

The Board has established various committees to assist in discharging its duties, including: Audit, Compensation and Human Capital, Corporate Governance and Business Ethics, Executive, Finance, and Investment. The primary responsibilities of each of the committees are set forth below, together with their current membership and the number of meetings held in 2025. Committee charters can be found on our website at www.prudential.com/governance. Each member of the Audit, Compensation and Human Capital, 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 and Human Capital Committee meet additional, heightened independence and qualification criteria applicable to directors serving on these committees under the NYSE listing standards.*

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, cybersecurity 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 of Directors has determined that all of our Audit Committee members are financially literate and are audit committee financial experts as defined by the SEC.

Audit Committee Meetings in 2025: 12

Audit Committee Members:

The Compensation and Human Capital Committee oversees the Company’s programs and practices related to talent and leadership; compensation of the Company’s executive officers; administration of the equity-based and certain other compensation plans; management of risks for succession planning and compensation; and strategies and policies related to human capital management. For more information on the responsibilities and activities of the Compensation and Human Capital Committee, including the Committee’s processes for determining executive compensation, see the CD&A.

Compensation and Human Capital Committee Meetings in 2025: 7

Compensation and Human Capital Committee Members:

The Corporate Governance and Business Ethics Committee oversees the Board’s corporate governance procedures and practices, including the recommendations of individuals for the Board, recommendations to the Board regarding director compensation, overseeing the Company’s ethics and conflict-of-interest policies, its political contributions and lobbying expenses policy, its strategy and reputation policy regarding environmental, social and governance issues, including environmental stewardship, sustainability, climate, human capital management external reporting, and corporate social responsibility for the Company’s global businesses.

Corporate Governance and Business Ethics Committee Meetings in 2025: 8

Corporate Governance and Business Ethics Committee Members:

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 our By-laws or otherwise.

Executive Committee Meetings in 2025: 0

Executive Committee Members:

The Finance Committee oversees, takes actions, and approves policies with respect to capital, liquidity, borrowing levels, reserves, benefit plan funding, major capital expenditures, and oversight of the ORSA and the Company’s Risk Appetite Framework.

Finance Committee Meetings in 2025: 5

Finance Committee Members:

The Investment Committee oversees and takes actions with respect to the acquisition, management and disposition of invested assets and reviews investment risks and exposures, as well as the investment performance of products and accounts managed on behalf of third parties.

Investment Committee Meetings in 2025: 4

Investment Committee Members:

If the Chairman of the Board and Chief Executive Officer are the same person, the Prudential Financial, Inc. Board of Directors will annually elect a non-management, independent director to serve in a lead capacity. Although annually elected, the Lead Independent Director is generally expected to serve for more than one year, but no more than three years.

The Lead Independent Director coordinates the activities of the other non-management directors and performs such other duties and responsibilities as the Board of Directors may determine.

The specific responsibilities of the Lead Independent Director can be found on the Lead Independent Director Charter located within this tab.

Lead Independent Director:



In addition to the above Committee meetings, the Board held 9 meetings in 2025.

Footnotes

*SOURCE: PRUDENTIAL FINANCIAL, INC. 2026 PROXY STATEMENT
 
† Two Board directors currently are members of Prudential’s Corporate Social Responsibility Oversight Committee (CSROC), along with five members of Prudential's senior management council. The CSROC oversees Prudential’s corporate social responsibility work including philanthropy, corporate contributions, employee volunteerism and community engagement, market-facing diversity, equity, and inclusion efforts, and impact and responsible investing.