Gilbert Casellas
PRUDENTIAL FINANCIALAbout Gilbert F. Casellas
Gilbert F. Casellas (age 72) has served on Prudential Financial’s Board since January 2001 (director of The Prudential Insurance Company of America since April 1998). He chairs the Corporate Governance & Business Ethics Committee and also serves on the Compensation & Human Capital and Executive Committees. His prior public service includes Chairman of the U.S. Equal Employment Opportunity Commission (1994–1998) and General Counsel of the U.S. Department of the Air Force (1993–1994); he later served as VP, Corporate Responsibility at Dell (2007–2010) and Chairman of OMNITRU (2011–2017). He was featured in PRU’s 2025 proxy “director videos,” underscoring board transparency and engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Equal Employment Opportunity Commission | Chairman | 1994–1998 | Nation’s chief workplace EEO enforcement; governance and ethics leadership |
| U.S. Department of the Air Force | General Counsel | 1993–1994 | Senior legal counsel; government/legal oversight experience |
| Dell Inc. | VP, Corporate Responsibility | 2007–2010 | Oversight of corporate responsibility; stakeholder engagement |
| OMNITRU (consulting/investment firm) | Chairman | 2011–2017 | Leadership of private consulting/investment platform |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None (Other Public Boards: 0) |
| Prior public company boards (last 5 years) | Not disclosed for Mr. Casellas in PRU proxy |
| Nonprofit/academic/private boards | Not disclosed in proxy |
Board Governance
| Item | Details |
|---|---|
| Independence status | Independent director (Board determined all non-employee directors, incl. Casellas, are independent under NYSE and PRU standards) |
| Committees | Corporate Governance & Business Ethics (Chair); Compensation & Human Capital; Executive |
| Committee activity (2024 meetings) | CG&BE: 6; Compensation & Human Capital: 7; Executive: 0; Full Board meetings: 9 |
| Attendance & engagement | Directors attended 99% of Board/committee meetings; all directors attended 2024 annual meeting |
| Years of service | Director since Jan 2001 (Prudential Insurance since Apr 1998) |
| Lead Independent Director | Not Casellas; Lead Independent Director is Michael A. Todman (since 2023) |
| Featured director engagement | Board’s “director videos” highlight Casellas’ governance role |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Standard for non-employee directors |
| Committee chair fee (CG&BE) | $20,000 | “All other” committee chairs at $20k in 2024 |
| CSR Oversight Committee meeting fees | $3,750 | $1,250 per meeting; 3 meetings in 2024; Casellas is a member |
| Subtotal: Cash (earned) | $173,750 | As reported in Director Compensation Table |
| Equity retainer (RSUs) | $150,000 | RSUs vest after one year or next annual meeting |
| All other comp (charitable match) | $1,000 | As reported |
| Total 2024 compensation | $324,750 | Cash + equity + other |
Notes and 2025 changes:
- Effective Jan 1, 2025, annual equity retainer increased to $180,000 (pay mix shifts to ~45% cash / 55% equity); chair fees increased to $25,000 for “all other” chairs; Audit and Compensation chair fees to $40,000 and $35,000; Lead Independent Director fee to $60,000 .
Performance Compensation
- Non-employee directors do not receive performance-based incentives; equity is granted as time-vested RSUs that vest after one year or the next annual meeting; no stock option awards are disclosed for directors .
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Current public boards | — | — | None (Other Public Boards: 0) |
| Interlocks/conflicts | — | — | No related-party transactions disclosed for Casellas; CG&BE Committee oversees related-party policy |
Expertise & Qualifications
- Skills matrix indicates strengths in: Business Ethics; Corporate Governance; Business Head/Administration; Business Operations; Financial Expertise/Literacy; Government/Public Policy; Human Capital/Talent; Investments; Risk Management; Sustainability .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Common shares owned | 500 | Beneficial ownership as of Mar 14, 2025 |
| Director Deferred Stock Units (DSUs) | 41,501 | No voting or investment power; accrues dividend equivalents |
| Total incl. underlying units | 42,001 | Common + DSUs |
| DSU account value (12/31/2024) | $4,919,114 | Aggregate value of units in plan |
| Ownership guideline | 6× annual cash retainer within 6 years; satisfied by all non-employee directors except new additions (Murphy, Di Sibio) as of 12/31/2024 | |
| % of shares outstanding | <1% (individual) | All directors and officers individually <1% |
Governance Assessment
- Committee leadership and oversight: As CG&BE Chair, Casellas oversees director nominations, board effectiveness, ethics/conflicts policy, political activity disclosure, and ESG/climate oversight frameworks—key levers for governance quality and risk mitigation .
- Independence and time commitment: Board affirmed independence; PRU applies strict overboarding review and expects notification before accepting new outside directorships; Casellas currently serves on no other public boards (minimizing conflict/time risk) .
- Attendance and engagement: Board/committee attendance was 99% in 2024; all directors attended the annual meeting, and Casellas participated in PRU’s “director videos,” signaling direct shareholder engagement .
- Compensation alignment for directors: Mix of cash retainer and one-year vesting RSUs; 2025 program increases equity weighting, modestly enhancing alignment without introducing pay-for-performance risk at the director level .
- Related-party exposure: No related-party transactions disclosed for Casellas; the only disclosable transaction involved a relative of the Vice Chairman, not the Governance Chair .
- Shareholder sentiment watch item: 2024 Say-on-Pay support was 72.74% (below PRU’s three-year average of 93.4%); Board and Compensation Committee engaged investors and added guardrails to long-term incentive metrics, with 2022–2024 performance shares paying 81.5%—areas investors may continue to monitor in pay governance oversight .
Overall signal: Casellas’ long-tenured, independent oversight of governance, ethics, and ESG—with high attendance, no external public boards, and meaningful deferred equity holdings—supports board effectiveness and alignment; pay governance remains a monitored topic after below-typical Say-on-Pay support in 2024, though the Board responded with transparent engagement and program adjustments .