Carmine Di Sibio
PRUDENTIAL FINANCIALAbout Carmine Di Sibio
Carmine Di Sibio, age 61, joined Prudential Financial’s Board in July 2024 and is an independent director serving on the Audit Committee. He is the former Global Chairman and CEO of EY (2019–2024) and previously EY Global Managing Partner—Client Service (2013–2019); he began his career as an EY auditor in 1985 and led multiple global financial services initiatives and innovation programs at EY . The Board affirmed his independence under NYSE standards and designated him an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY | Global Chairman & CEO | 2019–2024 | Led global strategy; drove growth; built innovation capabilities |
| EY | Global Managing Partner — Client Service | 2013–2019 | Executed EY’s global strategy across areas and service lines |
| EY | Chair, Global Financial Services Markets Executive | Not disclosed | Led FS markets; strategic oversight |
| EY | Regional Managing Partner, Americas FSO | Not disclosed | Started Risk Management & Regulatory Services business (now multibillion $) |
| EY | Auditor and various executive positions | From 1985 | Early career; progressed through executive roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PayPal Holdings, Inc. | Director | Not disclosed | Listed under “Public Directorships” |
| EY | Former Directorship (past five years) | Through June 2024 | Listed under “Former Directorships Held During the Past Five Years” |
Board Governance
- Committee assignments: Audit Committee member; not Chair .
- Audit Committee financial expert: Board determined Di Sibio (and other members) meet SEC/NYSE financial expert criteria .
- Independence: Non-employee director; Board affirmed independence under NYSE standards .
- Attendance and engagement: Board held 9 meetings in 2024; Directors attended 99% of Board and committee meetings; Independent directors met in executive session twice in 2024 .
- Selection and onboarding: Recommended by an independent third-party search firm; robust orientation and ongoing director education, including technology/cyber training and AI discussions in 2024 .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Deferrable at director’s option |
| Annual equity retainer | $150,000 in RSUs | Vests after one year or next Annual Meeting |
| Committee chair fees | Audit: $35,000; Comp: $30,000; Others: $20,000 | 2024 program structure |
| Lead Independent Director fee | $50,000 | 2024 program structure |
| Corporate Social Responsibility Oversight Committee meeting fee | $1,250 per meeting | Contingent on attendance |
| New director equity award | $150,000 in RSUs | One-time grant; vests after one year |
| 2025 pay mix change | Equity retainer and one-time grant increased to $180,000; Lead and chair fees increased | Effective Jan 1, 2025: LID $60k; Audit Chair $40k; Comp Chair $35k; other Chairs $25k |
| 2024 Director Compensation (Di Sibio) | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts | $75,000 | $150,000 | $225,000 |
| Source | $75,000 | $150,000 | $225,000 |
Note: Di Sibio received a $150,000 RSU grant upon joining the Board in July 2024 . Under the program, if a director has not met ownership guidelines, RSUs are automatically deferred until termination of Board service .
Performance Compensation
| Performance Metric | Detail |
|---|---|
| None disclosed for non-employee directors | Director equity grants are time-based RSUs that vest after one year; no performance metrics tied to director pay |
| Ownership Guideline and Deferral Rules | Detail |
|---|---|
| Stock ownership guideline | 6x annual cash retainer to be satisfied within six years of joining the Board |
| Compliance status (as of 12/31/2024) | Di Sibio had not yet met the guideline; has six years to comply |
| RSU payout/deferral mechanics | If guideline met, RSUs payable in cash or shares at vest; may be deferred; if not met, RSUs automatically deferred until termination |
Other Directorships & Interlocks
| Company | Relationship to PRU | Potential Interlock/Conflict |
|---|---|---|
| PayPal Holdings, Inc. | External public board | No related-party transactions disclosed involving Di Sibio; PRU’s 2025 proxy reports one disclosable RPT involving another executive’s family member, not Di Sibio |
| EY | Former directorship | PRU’s independent auditor is PwC; no EY auditor relationship noted; no RPTs disclosed related to Di Sibio |
Expertise & Qualifications
| Competency | Di Sibio |
|---|---|
| Corporate Governance | Yes |
| Business Operations | Yes |
| Business Head/Administration | Yes |
| Finance/Capital Allocation | Yes |
| Financial Expertise/Literacy | Yes |
| Financial Services Industry | Yes |
| International | Yes |
| Investments | Yes |
| Risk Management | Yes |
| Technology/Systems/Cybersecurity | Yes |
| Business Ethics | Yes |
| Marketing/Sales | Yes |
| Sustainability | Yes |
Equity Ownership
| As of | Common Stock | Director Deferred Stock Units | Total Shares Beneficially Owned | Total Shares Plus Underlying Units | Ownership % |
|---|---|---|---|---|---|
| March 14, 2025 | 200 | 1,304 | 200 | 1,504 | <1% |
| Source | 200 | 1,304 | 200 | 1,504 | <1% group; each director <1% |
Deferred Compensation Plan values (as of 12/31/2024): Di Sibio’s account held 1,304 units valued at $154,563 . Directors receive dividend equivalents on deferred RSUs; starting 12/30/2024, a money market fund equivalent option replaced the Fixed Rate Fund in the Plan .
Governance Assessment
- Board effectiveness and fit: Di Sibio brings deep global financial services and audit/controls expertise, is designated an audit committee financial expert, and was sourced via an independent search process with robust onboarding and continuing education—supporting effective oversight, especially in risk, controls, and technology/cyber areas .
- Independence and conflicts: Affirmed independent; 2025 proxy discloses no related-party transactions involving Di Sibio; PRU’s auditor is PwC, limiting any EY-related audit conflicts .
- Attendance signal: Boardwide attendance was 99% in 2024 with regular independent director executive sessions—positive for engagement; individual attendance for Di Sibio not separately disclosed .
- Compensation and alignment: Director pay is balanced cash/equity; as a new director he has not yet met ownership guidelines (has six years), and RSUs are automatically deferred—appropriate alignment mechanics with clear rules; no performance-linked director pay, which is standard for non-employee directors .
- Potential red flags: None disclosed—no RPTs tied to Di Sibio, no pledging/hedging disclosures indicating concern, and overboarding risk appears limited (policy expects ≤4 other boards; Di Sibio listed with one public board) .
Overall signal: Di Sibio’s audit and financial-services credentials, independence, and Audit Committee financial expert status strengthen board oversight of PRU’s controls and risk management; absence of conflict disclosures and strong board engagement metrics support investor confidence .