Caroline Feeney
PRUDENTIAL FINANCIALAbout Caroline Feeney
Executive Vice President at Prudential Financial. She successfully led Prudential’s U.S. Businesses since 2021 and, effective March 31, 2025, becomes EVP, Head of Global Retirement and Insurance, overseeing domestic and international insurance and retirement businesses . Her pay-for-performance is driven primarily by adjusted EPS, ROE versus peers, BVPS growth, operating expense discipline, and customer experience outcomes under prudential’s incentive framework . Company performance context: 2024 adjusted EPS used in incentives was $13.73 and net income was $2,727 million; 1/3/5-year TSR of 19%/26%/63% with percentile ranks of 16%/50%/49% versus the compensation peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prudential Financial | EVP, Head of U.S. Businesses | 2021–2025 | Led market-leading U.S. insurance and retirement franchises; positioned for higher growth and capital efficiency . |
| Prudential Financial | EVP, Head of Global Retirement and Insurance | 2025– | Oversees domestic and international insurance and retirement; consolidates growth platforms globally . |
External Roles
No external public company directorships or appointed external roles disclosed in the proxy for Ms. Feeney. |
Fixed Compensation
- 2025 base salary set at $950,000 effective March 31, 2025 (reflecting new role) .
- 2024 perquisites and employer savings plan contributions included car/driver security-related costs ($23,210), PESP match ($13,800), and a one-time SESP contribution ($70,000) addressing prior administrative non-participation .
Multi-year compensation (USD):
| Component | 2023 | 2024 |
|---|---|---|
| Salary | $700,000 | $720,833 |
| Stock Awards (RSUs + PS) | $3,700,164 | $5,253,778 |
| Non-Equity Incentive Plan | $2,148,000 | $2,306,000 |
| Change in Pension Value | $401,524 | $176,023 |
| All Other Compensation | $32,176 | $107,010 |
| Total | $6,981,864 | $8,563,645 |
Performance Compensation
Annual Incentive Program (AIP) – 2024 framework and outcome:
| Metric | Weight | Target | Actual/Result | Factor |
|---|---|---|---|---|
| Adjusted EPS (AOI basis) | 30% | $14.20 | $13.73 | 0.925 |
| Relative ROE vs peer median | 30% | 0.0% | +0.3% | 1.025 |
| Operating Expense vs plan | 25% | Plan | +$11M over plan | 1.000 |
| Customer Experience (NPS composite) | 15% | +1 | +5.27 | 1.500 |
| Final Performance Factor | — | — | — | 1.060 |
- NEO payouts reflected the 1.060 factor; each NEO’s annual incentive equaled 106% of target for 2024 .
Long-Term Incentive Program (Performance Shares) – 2022–2024 cycle payout:
| Metric | Weight | Scale | Actual | Factor |
|---|---|---|---|---|
| ROE vs peer median | 50% | Target 0.0%; Max +4.0% | +0.3% | 1.025 |
| BVPS growth (modified) | 50% | Target ≥8.0%; Threshold 2.0% | 3.27% | 0.606 |
| Final Earn-Out Factor | — | — | — | 0.815 |
Feeney’s 2022–2024 performance share payout:
| Item | Target Shares | Actual Shares |
|---|---|---|
| Performance Shares (2022 grant) | 15,578 | 12,697 |
RSU and PS grant details for 2024:
| Grant Type | Grant Date | Units (Feeney) | Grant Price | Max Units (if applicable) |
|---|---|---|---|---|
| RSUs | Feb 13, 2024 | 10,334 | $95.66 | — |
| Performance Shares (target) | Feb 13, 2024 | 31,001 | $95.66 | 46,502 |
Vesting/structure highlights:
- Performance shares vest over a 3-year performance period; payout range 0–1.5x target based on ROE vs peers and BVPS growth .
- RSUs vest in equal annual installments over 3 years .
Equity Ownership & Alignment
Ownership guidelines and policies:
- Stock ownership guideline: Executive Vice Presidents 300% of base salary; Section 16 officers must retain 50% of net shares until guideline met and for one year after separation; all NEOs met guidelines as of March 1, 2025 .
- Hedging and pledging prohibited; insider trading preclearance and window restrictions apply .
Beneficial ownership and equity position:
| As-of Date | Common Stock | Options Exercisable | Total Beneficial Shares | Target Performance Shares | Unvested RSUs |
|---|---|---|---|---|---|
| Mar 15, 2024 | 19,239 | 6,662 | 25,901 | 73,451 | 79,293 |
| Mar 14, 2025 | 30,709 | 5,043 | 35,752 | 86,980 | 80,340 |
Ownership as % of shares outstanding (Mar 14, 2025): 35,752 ÷ 354,427,086 = ~0.0101% .
Insider transactions and vesting activity in 2024:
| Item | Quantity | Value |
|---|---|---|
| Options exercised (shares) | 12,899 | $175,074 |
| Stock awards vested (shares) | 18,342 | $1,956,307 |
Compliance note: Three Form 4 reports for dividend reinvestment purchases were not timely filed due to administrative oversight .
Employment Terms
No individual employment agreement; severance/change-in-control provided via company plans with double-trigger mechanics. Clawback policy covers restatements and misconduct .
Estimated payments (Feeney) as of year-end 2024:
| Category | Voluntary Retirement | Involuntary Termination (No Cause) | Change in Control | Disability | Death |
|---|---|---|---|---|---|
| Severance Payment | — | $4,186,500 | $6,326,082 | — | — |
| Annual Incentive | $2,306,000 (2024 AIP) | $2,306,000 | $2,175,000 (target) | $2,066,000 | $2,066,000 |
| Performance Shares (at target) | — | — | $8,706,148 | $8,706,148 | $8,706,148 |
| RSUs | — | — | $9,398,600 | $9,398,600 | $9,398,600 |
| Health/Life & Benefits | — | — | $55,314 (benefits incl. tax gross-up assumption) | $1,419,725 | — |
| SERP | $117,496 | $75,772 | — | — | — |
| Additional Retirement Accruals | $197,690 | $536,018 | $215,325 | $1,549,415 | $204,534 |
| Total | $2,503,690 | $7,146,014 | $26,952,241 | $23,139,888 | $20,375,282 |
Plan features and constraints:
- Severance policy caps payments >2.99x salary+bonus without shareholder approval; no excise tax gross-ups; double-trigger required post-CIC; equity awards are generally double-trigger (assume/replace or vest) .
- Post-employment vesting treatments vary by “approved retirement” status; non-compete obligations apply to severance receipt .
Compensation & Incentives Structure Analysis
- Equity-heavy mix: In 2024, long-term equity (RSUs+PS) was $5.25M vs cash salary $0.72M, reinforcing long-term alignment but creates ongoing vesting supply (three-year RSU schedule; PS cycles) .
- AIP outcomes tightly formulaic; 2024 AIP factor 1.060—balanced metrics mitigated discretion and tied to core financials and customer outcomes .
- Performance Shares program modified in 2024 to exclude outsized interest rate impacts on BVPS, lower threshold, cap windfalls; 2022–2024 payout below target (0.815), preserving retentive intent while limiting windfalls; incremental accounting cost disclosed .
- Shareholder feedback: 2024 say-on-pay support fell to 72.74% (vs. 94.5% in 2023), driven by concern over in-flight PS adjustments; Board engaged and added “guardrails” .
Compensation Peer Group & Performance Peer Group
- Compensation peer group (20 names across life insurers, asset/custody banks, consumer finance, diversified banks) serves benchmarking for target setting and competitiveness .
- Performance peer group for ROE/BVPS includes AFLAC, Lincoln, MetLife, Principal, Unum, Voya, and others (with American Equity removed from future cycles post-acquisition) .
Risk Indicators & Governance Policies
- Clawback: Restatements and improper conduct triggers (3-year lookback), with disclosure of recovery actions .
- Trading controls: Hedging and pledging prohibited; insider trading policy with windows and 10b5-1 plan preclearance .
- Minor compliance item: Admin oversight led to three late Section 16(a) filings for dividend reinvestments .
Investment Implications
- Alignment: High equity mix, required 50% share retention, and EVP 300% salary ownership guideline (met) support strong shareholder alignment; prohibited hedging/pledging reduces misalignment risk .
- Retention risk: Significant CIC and involuntary termination economics, plus multi-year vesting of RSUs and PS, provide strong retention incentives; recent PS “guardrails” suggest balanced approach amid rate volatility .
- Supply considerations: RSU tranches and ongoing PS settlements imply periodic insider share deliveries; 2024 vesting and option exercise activity indicates regular equity flows, though overall beneficial ownership is de minimis (~0.01% of shares outstanding) .
- Governance sentiment: The 2024 say-on-pay dip (72.74%) highlights investor sensitivity to plan modifications; the Board’s engagement and capped BVPS component are risk mitigants but warrant monitoring for future votes and plan stability .