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Lead Independent Director

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Letter from the Lead Independent Director

Thomas J. Baltimore - Lead Independent Director

Mr. Baltimore was elected by Prudential’s independent directors to serve as Lead Independent Director effective May 9, 2017.

Mr. Baltimore brings significant experience and knowledge to the Lead Independent Director role. He has served as a Prudential director since 2008. During his tenure, he has chaired the Investment, Executive and Risk Committees, and served on the Compensation and Finance Committees.

Due to his Board experience and leadership, Mr. Baltimore understands the Company’s long-term strategic priorities. In addition, he possesses a deep understanding of Prudential and its industry’s legal, regulatory, and competitive frameworks.

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

Succession Planning

Succession planning is paramount to the Board’s oversight and is a point of discussion and deliberation at every Board meeting. In September 2018, John Strangfeld announced his retirement ending his 11-year tenure as Prudential’s CEO and Chairman. The Board was honored to announce the appointments of Charles Lowrey, former Executive Vice President and Chief Operating Officer, International Businesses, to the role of Chief Executive Officer, and Robert Falzon, former Executive Vice President and Chief Financial Officer, to the role of Vice Chairman, succeeding Mark Grier.

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

Board Effectiveness

It is our goal to operate our Board in the most effective manner possible, and we believe a rigorous annual evaluation by an independent third party is an essential component of good governance practices. Every year, the Corporate Governance and Business Ethics Committee works with an experienced, third-party consultant to complement our internal evaluation efforts by introducing an objective perspective and knowledge of best practices. We believe this approach adds rigor to the process.

Board Composition and Refreshment

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

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

Governance Policies and Practices

We maintain strong governance practices which we believe are important to our shareholders and protect the long-term vitality of the Company. Our accountability to you is illustrated in our policies such as: proxy access, a strong Lead Independent Director role, the right of shareholders to call a special meeting, the annual director elections by majority vote, and a robust clawback policy. My board colleague, Douglas Scovanner, chair of the Audit Committee, and I address these topics in two short videos. You can access the videos from the Corporate Governance section of our website at www.prudential.com/directorvideos. We see these videos as an important component of our ongoing efforts to share information with shareholders.

On behalf of our shareholders, your Board is committed to maintaining our diligence in overseeing the firm’s performance, risk management, and investment in our people and communities.

Sincerely,

Thomas J. Baltimore
Lead Independent Director

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Lead independent Director charter image of front page

Lead Independent Director Charter

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SOURCE: PRUDENTIAL FINANCIAL, INC. 2019 PROXY STATEMENT

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