UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 3, 2024, Prudential Financial, Inc. (the “Company”) announced that the Board of Directors (the “Board”) has appointed Andrew F. Sullivan as the Company’s President and Chief Executive Officer and a member of the Board, effective March 31, 2025. Mr. Sullivan, who is currently the Company’s Executive Vice President and Head of International Businesses and Global Investment Management, will succeed Charles F. Lowrey, who will remain with the Company as Executive Chairman.
Caroline A. Feeney, who is currently the Company’s Executive Vice President and Head of U.S. Businesses, has been appointed to the newly created position of Executive Vice President and Global Head of Insurance and Retirement, effective March 31, 2025.
The Company also announced that Robert M. Falzon, the Company’s Vice Chairman, will be resigning from the Board effective March 31, 2025, and retiring from the Company effective July 11, 2025.
In connection with the above succession planning changes, the Board took the following compensation actions:
Mr. Lowrey. Effective March 31, 2025, set (1) Mr. Lowrey’s salary at $1,000,000 per year; (2) his target annual incentive for 2025 at $3,000,000; and (3) his target long-term incentive, commencing with the annual grants made in February 2026, at $2,000,000, for an annual target total compensation of $6,000,000.
Mr. Sullivan. Effective March 31, 2025, set (1) Mr. Sullivan’s salary at $1,200,000 per year; (2) his target annual incentive for 2025 at $4,400,000; and (3) his target long-term incentive, commencing with the annual grants made in February 2026, at $13,200,000, for an annual target total compensation of $18,800,000.
Ms. Feeney. Effective March 31, 2025, set (1) Ms. Feeney’s salary at $950,000 per year; (2) her target annual incentive for 2025 at $2,850,000; and (3) her target long-term incentive, commencing with the annual grants made in February 2026, at $7,200,000, for an annual target total compensation of $11,000,000.
Following his retirement, Mr. Falzon will be entitled to receive retirement benefits as described in the Company’s 2024 Proxy Statement.
Biographical information about Mr. Sullivan is included in the Company’s 2023 Annual Report on Form 10-K. There are no related party transactions involving Mr. Sullivan.
| Item 7.01 | Regulation FD Disclosure. |
The Company is furnishing herewith a news release, dated December 3, 2024, announcing the leadership changes discussed herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | News release of Prudential Financial, Inc. dated December 3, 2024, (furnished and not filed). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 3, 2024
| PRUDENTIAL FINANCIAL, INC. | ||||
| By: | /s/ Brian P. Spitser | |||
| Name: Brian P. Spitser | ||||
| Title: Vice President and Assistant Secretary | ||||