Martina Hund-Mejean
PRUDENTIAL FINANCIALAbout Martina Hund-Mejean
Martina Hund-Mejean, age 64, has served as a director of Prudential Financial since October 2010 and is currently Audit Committee Chair, and a member of the Executive and Finance Committees; she is designated by the Board as an Audit Committee financial expert under SEC rules and meets NYSE financial expertise requirements . She is independent under NYSE listing standards, and the Board reported 99% overall director attendance in 2024 with all directors attending the 2024 annual meeting, indicating high engagement . Her career includes serving as CFO and Management Committee member at MasterCard (2007–2019), prior senior treasury roles at Tyco and Lucent, management roles at GM, and early career at Dow Chemical in Frankfurt .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasterCard Worldwide | Chief Financial Officer; Management Committee member | 2007–2019 | Senior financial leadership; strategic oversight |
| Tyco International Ltd. | SVP & Corporate Treasurer | 2003–2007 | Corporate finance and treasury leadership |
| Lucent Technologies | SVP & Treasurer | 2000–2002 | Treasury and financial operations |
| General Motors Company | Management positions | 1988–2000 | Operational and financial management |
| Dow Chemical (Frankfurt) | Credit Analyst | Early career | Credit analysis |
External Roles
| Organization | Role | Status |
|---|---|---|
| Colgate-Palmolive Company | Director | Current |
| GE Vernova Inc. | Director | Current |
| Shell plc | Director | Former (ended May 2023) |
Board Governance
- Current PRU committee assignments: Audit (Chair), Executive, Finance .
- Audit Committee composition: four independent directors; all members (including Hund-Mejean) designated as audit committee financial experts and meeting NYSE financial expertise requirements .
- Board independence and engagement: Hund-Mejean is independent; Board held 9 meetings in 2024 with 99% attendance; independent directors met in executive session at least twice in 2024; all directors attended the 2024 annual meeting .
- Risk and cybersecurity oversight: Audit Committee oversees accounting/reporting, ICFR, auditor independence, and cybersecurity risk, with regular briefings from internal and external experts; Finance Committee met 5 times in 2024 (capital/liquidity/ORSA oversight); Investment Committee met 4 times (invested assets oversight) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| 2024 Cash Fees | $185,000 | Includes $150,000 annual cash retainer + $35,000 Audit Chair fee |
| 2024 Stock Awards (RSUs) | $150,000 | Annual equity retainer (RSUs) |
| 2024 All Other Compensation | $5,000 | Matching charitable contributions |
| 2024 Total | $340,000 | Sum of 2024 components |
| Director Compensation Program Element | Amount/Terms |
|---|---|
| Annual Cash Retainer | $150,000; may be deferred at director’s option |
| Annual Equity Retainer (2024) | $150,000 in RSUs; vest after one year or at next Annual Meeting |
| Committee Chair Fees (2024) | Audit: $35,000; Comp & Human Capital: $30,000; others: $20,000 |
| Lead Independent Director (2024) | $50,000 |
| Program changes effective Jan 1, 2025 | Equity retainer/new director grant increased to $180,000 (pay mix 45% cash/55% equity); LID fee $60,000; Audit Chair $40,000; Comp Chair $35,000; other chairs $25,000 |
| Meeting Fees | None |
| CSR Oversight Committee | $1,250 per meeting (contingent on attendance) |
| Director Stock Ownership Guideline | Six times annual cash retainer, to be met within six years of joining Board |
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Deferral/Settlement | Performance Conditions |
|---|---|---|---|---|
| Annual RSUs (2024) | $150,000 | Vest after one year or at earlier next Annual Meeting | If guideline met, payable in cash or shares at vesting; may elect deferral; if guideline not met, RSUs automatically deferred until termination of Board service | None disclosed (time-based vesting) |
- Deferred Compensation Plan: Directors may elect to defer cash/vested equity into units tracking PRU Common Stock or, effective Dec 30, 2024, a notional money market option; dividend equivalents reinvested as stock units .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Director commitments policy | Expected maximum of four other public company boards in addition to PRU; Corporate Governance & Business Ethics Committee reviews potential overboarding/conflicts before acceptance |
| Hund-Mejean outside boards | Two current (Colgate-Palmolive; GE Vernova) — within policy guideline |
| Related-party transactions | Only disclosable item since 2024 pertains to compensation of Michael F. Falzon (brother of PRU Vice Chairman), not related to Hund-Mejean; transactions with affiliated entities conducted at arm’s-length |
Expertise & Qualifications
- Financial leadership: Former MasterCard CFO and Management Committee member; extensive treasury and corporate finance experience at Tyco and Lucent .
- Audit and controls: Designated Audit Committee financial expert; oversees ICFR, auditor independence, and risk domains including cybersecurity .
- Strategic risk oversight: Finance Committee role includes ORSA and Risk Appetite Framework oversight; board integrates risk across agendas after disbanding standalone Risk Committee .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common Stock Beneficially Owned | 128 shares | As of March 14, 2025 |
| Exercisable Options | 0 | Not applicable for nonemployee directors |
| Total Beneficial Shares | 128 | As of March 14, 2025 |
| Director Deferred Stock Units / Additional Underlying Units | 38,780 units | Deferred in plan; no voting/investment power |
| Total Shares Beneficially Owned Plus Underlying Units | 38,908 | Beneficial shares + underlying units |
| Deferred Units Account Value | $4,596,593 | As of Dec 31, 2024 |
| Ownership % of Outstanding | <1% | Individual directors own <1% |
| Ownership Guideline Compliance | Satisfies guideline (six times cash retainer) | As of Dec 31, 2024; exceptions only Ms. Murphy and Mr. Di Sibio |
| Hedging/Pledging Policy | Prohibited for Board members | Board-adopted prohibitions on hedging and pledging/margin accounts |
Governance Assessment
- Strengths: Long-tenured independent director with deep CFO pedigree; Audit Chair designated as financial expert; strong board/committee attendance; robust anti-hedging/pledging policy; equity-linked director pay and ownership guideline compliance; and active risk and cybersecurity oversight .
- Compensation alignment: Mix of cash and time-vested RSUs; program updated effective 2025 to increase equity proportion and chair fees, reflecting market alignment and reinforcing ownership linkage; no performance metrics are tied to director equity, consistent with standard board pay structures .
- Potential red flags: 2024 Say-on-Pay received 72.74% support, indicating some shareholder concern with executive pay design (broader governance climate rather than director-specific) . No related-party transactions disclosed involving Hund-Mejean; outside board service within PRU’s commitments policy .