Christine Poon
PRUDENTIAL FINANCIALAbout Christine A. Poon
Christine A. Poon, age 72, is an independent director of Prudential Financial and chairs the Board’s Finance Committee; she also serves on the Investment and Executive Committees . Her director tenure is disclosed as September 2006 in her nominee profile, while the summary table lists 2008, indicating a reporting discrepancy; she remains classified as independent under NYSE standards . Poon’s core credentials include senior leadership in global pharmaceuticals (Vice Chair, Johnson & Johnson) and academic leadership (Dean, Fisher College of Business), aligning with Prudential’s focus on risk, capital allocation, and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ohio State University, Fisher College of Business | Dean and John W. Berry, Sr. Chair in Business | Apr 2009 – Oct 2014 | Academic leadership; talent development lens relevant to human capital oversight |
| The Ohio State University, Fisher College of Business | Executive in Residence | 2015 – 2020 | Executive mentorship; governance and leadership insights |
| The Ohio State University, Fisher College of Business | Professor of Management & Human Resources | Oct 2014 – Sep 2015 | Human capital and organizational expertise |
| Johnson & Johnson | Vice Chair and Board Member | 2005 – Mar 2009 | Global oversight; strategic execution |
| Johnson & Johnson | Company Group Chair, Pharmaceuticals; Worldwide Chair, Pharmaceuticals; Worldwide Chair, Medicines & Nutritionals | 2000 – 2005 (roles spanning 2001–2005) | P&L accountability; regulatory and market execution |
| Bristol-Myers Squibb | Various management positions | ~15 years prior to 2000 | Pharmaceutical operations and market leadership |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Regeneron Pharmaceuticals, Inc. | Director (Public) | Current | Pharma industry expertise; potential PGIM exposure managed via related-party policy |
| The Sherwin-Williams Company | Director (Public) | Current | Industrial market understanding |
| Neurocrine Biosciences, Inc. | Director (Public) | Current | Biotech market expertise |
| Decibel Therapeutics, Inc. | Director (Public) | Prior; through Dec 2021 | Former role |
| Koninklijke Philips N.V. | Director (Public) | Prior; through May 2021 | Former role |
Board Governance
- Independence: Affirmatively determined independent under NYSE and Prudential’s governance principles .
- Committees: Executive; Finance (Chair); Investment .
- Board/Committee activity: Board held 9 meetings in 2024; directors attended 99% of Board and committee meetings; independent directors met in executive session twice, plus sessions for succession planning .
- Lead independent director structure: Michael A. Todman elected LID in May 2023 with defined responsibilities; Executive Chairman/CEO split effective Mar 31, 2025 .
| Governance Metric | Value |
|---|---|
| Board meetings (2024) | 9 |
| Director attendance (Board + committees, 2024) | 99% (all directors) |
| Independent director executive sessions (2024) | 2 |
| Committee meetings (2024) – Finance | 5 |
| Committee meetings (2024) – Investment | 4 |
| Committee meetings (2024) – Executive | 0 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $150,000 | May be deferred under the Director Deferred Compensation Plan |
| Committee Chair Fee (Finance) | $20,000 | Applies to chairs of committees other than Audit (Finance included) |
| Total Cash (Poon) | $170,000 | Reported in Director Compensation Table (Cash fees earned) |
| Annual Equity Retainer (RSUs) | $150,000 | Vests after one year (or next annual meeting) |
| Total Director Compensation (Poon) | $320,000 | Cash + Stock awards; no meeting fees |
Program changes effective Jan 1, 2025:
- Annual equity retainer increased to $180,000; pay mix shifts to 45% cash/55% equity .
- Chair fees increased: Audit Chair $40,000; Compensation Chair $35,000; other committee chairs (incl. Finance) $25,000; Lead Independent Director $60,000 .
Performance Compensation
Directors are not paid based on performance metrics; equity grants (RSUs) vest time-based over one year, and may be deferred at the director’s election (or automatically if guidelines are not met) . For context on Board oversight of pay-for-performance, Prudential’s executive incentive metrics and final factor for 2024 are shown below.
| Executive Incentive Metric (2024) | Target/Scale | Result | Factor |
|---|---|---|---|
| EPS (AOI basis; adjusted per framework) | Target $14.20; scale ranges $9.94–$18.46 | $13.73 | 0.925 |
| Relative ROE vs peer median | Target = 0.0% diff | +0.3% | 1.025 |
| Operating Expense vs Plan | Target = plan | +$11M vs plan | 1.000 |
| Customer Experience (NPS change) | Weighted per framework | Included in 1.060 FPF | Incorporated |
| Final Performance Factor (weighted) | — | — | 1.060 |
Standard adjustments to EPS/ROE are pre-set to normalize for unusual items, M&A/reinsurance, variable investment income banding, actuarial updates, and outsized rate changes affecting BVPS; net positive EPS impact of $1.23 in 2024 (from $12.50 to $13.73) .
Other Directorships & Interlocks
| External Board | Potential Interlock Risk to PRU | Disclosure |
|---|---|---|
| Regeneron Pharmaceuticals, Inc. | Possible PGIM investment/exposure; governed by related-party policy | No Poon-related transactions disclosed; policy requires arm’s-length terms and CG&BE Committee oversight |
| The Sherwin-Williams Company | Same as above | No Poon-related transactions disclosed |
| Neurocrine Biosciences, Inc. | Same as above | No Poon-related transactions disclosed |
Related-party transactions: only disclosed item since 2024 relates to compensation of a family member of the Vice Chairman (Falzon); no transactions disclosed involving Poon .
Expertise & Qualifications
- Skills matrix identifies Poon’s competencies across corporate governance, finance/capital allocation, financial expertise/literacy, business operations, risk management, international, investments, marketing/sales, sustainability, and human capital management .
- Sector experience in heavily regulated industries and global operations, supporting oversight of Prudential’s insurance, investment, and retirement businesses .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Common Stock | 11,583 shares |
| Director Deferred Stock Units / Additional underlying units | 17,844 units |
| Total Beneficially Owned + Underlying Units | 29,427 |
| Ownership as % of shares outstanding | <1% (individual directors) |
| Stock ownership guideline | 6x annual cash retainer; satisfy within 6 years |
| Compliance status as of Dec 31, 2024 | Satisfied (exceptions only for new directors Murphy/Di Sibio) |
| Hedging/pledging | Employee hedging/pledging prohibited; no hedging/pledging by directors disclosed |
Deferred Compensation Plan details: Directors may defer cash and equity into accounts tracking PRU common stock or a money market equivalent; dividend equivalents are reinvested; if guidelines met, RSUs payable in cash or shares at vesting; otherwise automatically deferred until termination of Board service .
Governance Assessment
- Strengths: Independent director; Finance Chair with direct oversight of capital, liquidity, reserves, ORSA, and risk appetite; Investment Committee membership; high Board attendance; robust independent director executive sessions; compliance with ownership guidelines; transparent director compensation program review and 2025 market-aligned adjustments .
- Shareholder feedback signal: 2024 say-on-pay support at 72.74% (below typical prior average), with Board engaging holders and modifying performance share BVPS mechanics with guardrails; 2024 payout at 81.5% of target, reflecting discipline; indicates responsiveness but highlights heightened investor scrutiny of incentive calibration .
- Conflicts/related-party risk: No Poon-related transactions disclosed; Board policy requires CG&BE Committee oversight for any related-party transactions; arm’s-length treatment affirmed .
- Overboarding/time commitment: Policy expects no more than four other public boards in addition to Prudential; Poon serves on three other public boards, within guidelines; Board annually evaluates outside commitments and potential conflicts .
- Board structure: Executive Chairman/CEO split effective Mar 31, 2025; defined LID role; regular leadership structure reviews with shareholder input enhance oversight credibility .
RED FLAGS: None disclosed specific to Poon (no related-party transactions, no hedging/pledging, within outside board limits). Broader governance watch-items include recent inflight modifications to executive performance shares (extraordinary interest-rate context) and below-average 2024 say-on-pay support, which the Board addressed with added disclosure and guardrails .