Joseph Wolk - Director | PRUDENTIAL FINANCIAL (PRU) Executive Profile & Compensation

About Joseph Wolk

Joseph J. Wolk was appointed as an independent director of Prudential Financial, Inc. effective September 30, 2025, and serves on the Audit and Finance Committees. He is Executive Vice President and Chief Financial Officer of Johnson & Johnson (since 2018), where he leads long-term financial strategy, capital allocation, and operational transformation, including the separation of J&J’s consumer health business; prior roles include senior finance positions across J&J’s pharmaceutical and medical technology segments and earlier accounting roles at AMETEK, Inc. He holds a JD from Temple University School of Law and a BA in finance from Saint Joseph’s University, and was inducted into the Haub School of Business’ Hall of Fame .

Past Roles

Organization	Role	Tenure	Committees/Impact
Johnson & Johnson	Executive Vice President & Chief Financial Officer; member of Executive Committee	2018–present	Led long-term financial strategy, capital allocation, operational transformation; oversaw separation of consumer health business
Johnson & Johnson	Senior finance roles across Pharmaceutical and Medical Technology segments	1998–2018	Broad financial leadership across global segments
AMETEK, Inc.	Accounting roles	Pre-1998	Early career in accounting

External Roles

Organization	Role	Dates	Notes
Johnson & Johnson Impact Ventures	Founding Chair	Not disclosed	Investment fund focused on advancing underinvested healthcare solutions in developing countries
Johnson & Johnson	EVP & CFO	2018–present	Leads global shared services for >130k employees

Board Governance

Attribute	Detail
Independence	Appointed as an independent director of PRU
Committees	Audit Committee; Finance Committee
Committee mandates (relevance to Wolk)	Audit: oversees accounting, reporting, disclosure controls, internal control, insurance/operational risk, legal/regulatory/cybersecurity, and overall risk management governance; appoints and oversees external auditor . Finance: oversees capital, liquidity, borrowing, reserves, benefit plan funding, major capex, ORSA, and Risk Appetite Framework .
Board structure & leadership	Lead Independent Director in place; CEO/Chair roles split as of Mar 31, 2025, with Executive Chairman expected to serve ~18 months .
Board/committee attendance (2024)	Board held 9 meetings; directors attended 99% of Board and committee meetings; all directors attended 2024 annual meeting .
Director commitments policy	Prior review for new outside boards; guideline of no more than four other public company boards in addition to PRU; case-by-case exceptions possible .

Fixed Compensation (Non‑Employee Director Program)

Element	Amount	Notes
Annual Cash Retainer	$150,000	May be deferred at director’s option
Annual Equity Retainer	$180,000 (RSUs)	Increased effective Jan 1, 2025; vests after one year (or next annual meeting)
One‑Time New Director Equity Award	$180,000 (RSUs)	Granted upon joining; vests after one year; program increased effective Jan 1, 2025
Committee Chair Fees	Audit: $40,000; Compensation & Human Capital: $35,000; Other committees: $25,000	Increased effective Jan 1, 2025
Lead Independent Director Fee	$60,000	Increased effective Jan 1, 2025
CSR Oversight Committee fee	$1,250 per meeting	Attendance‑contingent
Deferral Plan	Available; RSUs deliverable in cash or stock after vest if ownership guideline met; dividend equivalents credited in units	Plan details and unit accounting described; value examples disclosed for 2024 incumbents

Note: PRU’s Sept 30, 2025 8‑K states Mr. Wolk is entitled to compensation under the Non‑Employee Director Compensation Summary referenced in the 2024 Form 10‑K exhibit .

Performance Compensation

Instrument	Performance Conditions	Vesting
Director RSUs (annual and new director awards)	None (time‑based only)	Vest after one year or next annual meeting

PRU does not use performance‑conditioned equity or options for non‑employee directors per the proxy’s director compensation description .

Other Directorships & Interlocks

Company	Role	Public company?	Potential interlock/conflict noted by PRU
None disclosed in PRU filings for Wolk	—	—	No related‑party transactions involving Wolk disclosed; his election occurred after the 2024 period covered by the latest proxy .

Related‑party policy: Any transactions over $120,000 with directors/executives or their immediate family interests must be reviewed/approved by the Corporate Governance & Business Ethics Committee and conducted at arm’s length; one disclosed item for 2024 related to a different executive’s family member compensation; none for Wolk .

Expertise & Qualifications

Financial leadership: Multi‑decade finance executive; CFO of J&J since 2018 with experience in strategy, capital allocation, operational transformation, and large‑scale separation transactions .
Global operations and shared services leadership for a workforce of 130,000+ .
Education and credentials: JD (Temple University School of Law); BA, Finance (Saint Joseph’s University) .
Committee fit: Skill set aligns with PRU Audit (financial reporting, audit oversight, risk, cybersecurity) and Finance (capital/liquidity/ORSA) mandates .

Equity Ownership

Item	Status
PRU beneficial ownership	Not disclosed for Wolk in the March 14, 2025 ownership table (pre‑appointment period) .
Director stock ownership guideline	Must hold PRU common stock or deferred stock units equal to 6x annual cash retainer within 6 years of joining the Board .
Compliance timing for new directors	New directors have six years from join date to meet guideline .
Hedging/pledging policy (signal)	Company compensation governance indicates prohibition on employee hedging/pledging; reflects conservative risk alignment practices .

Governance Assessment

Board effectiveness and independence: Wolk adds deep CFO‑level financial expertise, directly relevant to Audit and Finance oversight in a capital‑intensive, risk‑sensitive insurer; independence affirmed on appointment .
Time‑commitment/overboarding risk: PRU’s policy requires pre‑clearance of other board roles and scrutinizes time commitments; guideline limits outside public boards to four. Wolk’s executive role at J&J bears monitoring for time demands, but no overboarding concerns disclosed; independence affirmed .
Compensation alignment for directors: Equity‑heavy mix (cash $150k; equity $180k annual; $180k new director grant) and six‑times retainer ownership guideline support alignment; deferral mechanisms and dividend equivalents further tie value to long‑term stock performance .
Shareholder sentiment signal: Say‑on‑pay support for 2023 compensation fell to 72.74% in 2024, prompting engagement and guardrails to performance share BVPS metric; demonstrates responsiveness but highlights prior investor concern. Not directly tied to Wolk, yet relevant to oversight climate he joins .
Related‑party/conflict review: No Wolk‑related transactions disclosed; PRU’s related‑party policy and committee review mitigate conflict risk. Given Wolk’s J&J role, any PRU–J&J commercial relationships should be monitored under this framework; none are disclosed in the latest proxy period .

RED FLAGS to monitor

Dual demands: Full‑time CFO role while serving on PRU’s Audit Committee warrants ongoing monitoring for meeting attendance and engagement; board‑wide attendance was 99% in 2024, but Wolk’s individual attendance will be disclosed in future filings .
Legacy compensation concerns: The recent below‑trend Say‑on‑Pay outcome underscores investor sensitivity to incentive plan modifications; continued rigorous oversight by Compensation & Human Capital and Audit/Finance committees remains important .

Sources

PRU 8‑K (Sept 30, 2025): Appointment of Joseph J. Wolk; committee assignments; compensation eligibility .
PRU Press Release (Sept 30, 2025): Biography, expertise, education .
PRU 2025 Proxy Statement (DEF 14A, Mar 27, 2025): Board/committee charters, attendance, leadership structure, director compensation program, ownership guidelines, related‑party policy, say‑on‑pay results .