Michael Todman
PRUDENTIAL FINANCIALAbout Michael A. Todman
Lead Independent Director of Prudential Financial since May 2023; age 67; director since March 2016. Former Vice Chairman of Whirlpool, with prior roles as President of Whirlpool International (2006–2007; 2010–2014) and President, Whirlpool North America (2007–2010). Current PRU committee roles: Chair of Compensation and Human Capital; Chair of Executive; member of Finance. Other public boards: Brown‑Forman (Lead Independent Director), Carrier Global, Mondelēz International; former director of Newell Brands. Education: Bachelor’s degree from Georgetown University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | Vice Chairman | Nov 2014 – Dec 2015 | Senior leadership of global appliances; capital allocation and operations oversight |
| Whirlpool Corporation | President, Whirlpool International | 2006–2007; 2010–2014 | Led international businesses; growth and operational execution |
| Whirlpool Corporation | President, Whirlpool North America | 2007–2010 | Ran North America segment; manufacturing and distribution |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Brown‑Forman Corporation | Lead Independent Director; Director | Lead Independent since 2023 | Audit; Corporate Governance & Nominating; Executive Committee |
| Carrier Global Corporation | Director | Current | Not disclosed on PRU proxy; company confirms board role |
| Mondelēz International, Inc. | Director | Current | Not disclosed by committees on PRU proxy; board role confirmed |
| Newell Brands | Director (former) | Ended May 2020 | Former role disclosed in PRU proxy |
Board Governance
- Independence: Determined independent under NYSE and PRU principles; elected Lead Independent Director in May 2023. Responsibilities include calling independent director sessions, approving Board agendas/materials, communicating with shareholders, and directing Board effectiveness with authority to retain outside advisors.
- Committee assignments: Compensation and Human Capital (Chair); Executive (Chair); Finance (member). Committee meetings in 2024: Audit (12), Compensation (7), Corporate Governance (6), Executive (0), Finance (5), Investment (4); Board met 9 times, with 99% director attendance.
- Engagement: Authored Lead Independent Director message on succession; Board engaged investors owning a majority of shares in 2024 on compensation and governance.
- Director commitments oversight: Expected maximum of four other public boards in addition to PRU; requires notification and committee review prior to accepting other boards. Todman’s three external boards are within guideline.
Fixed Compensation
| Component | PRU Program (2024) | PRU Program (Effective Jan 1, 2025) | Michael Todman 2024 Amount |
|---|---|---|---|
| Annual Cash Retainer | $150,000 (deferrable) | $150,000 | $230,000 (incl. chair/LID fees) |
| Annual Equity Retainer (RSUs) | $150,000; vest after 1 year/next AGM | $180,000 | $150,000 |
| Committee Chair Fees | Audit $35,000; Comp $30,000; Others $20,000 | Audit $40,000; Comp $35,000; Others $25,000 | Included in cash |
| Lead Independent Director Fee | $50,000 | $60,000 | Included in cash |
| Meeting Fees | None (standard Board/committee) | None | N/A |
| One‑time New Director RSUs | $150,000 | $180,000 | N/A |
| 2024 Total (Cash + Stock) | — | — | $380,000 |
- Director stock ownership guideline: Six times annual cash retainer within six years; as of Dec 31, 2024, all nonemployee directors met the guideline except Ms. Murphy and Mr. Di Sibio (Todman meets).
Performance Compensation
As Chair of the Compensation and Human Capital Committee, Todman oversees PRU’s incentive design and payouts. 2024 highlights:
- Annual Incentive Program Final Performance Factor: 1.060; adjustments and metrics below.
- Performance Shares Program payout: 81.5% of target; Board implemented “guardrails” to BVPS measure for 2021–2023 awards due to outsized rate moves; engaged shareholders following a 72.74% Say‑on‑Pay vote.
| Metric (AIP 2024) | Value/Result | Factor Impact |
|---|---|---|
| Adjusted EPS (AOI basis, after standard adjustments) | $13.73 | EPS Factor 0.925 |
| Relative ROE vs peer median | +0.3% | ROE Factor 1.025 |
| Operating Expense vs plan | +$11M | Operating Expense Factor 1.000 |
| Customer Experience (NPS, aggregated) | Improved vs prior year | Included in Final Factor calc |
| Final Performance Factor (weighted metrics) | 1.060 | Determines funding vs target |
- Risk controls: Clawback covers incentive-based awards for financial restatements and misconduct; prohibition on hedging/pledging of Company securities; significant equity-based pay and ownership/retention policies to align risk-taking.
Other Directorships & Interlocks
| Company | Industry | Role | Committees/Notes | Potential PRU Conflict |
|---|---|---|---|---|
| Brown‑Forman | Beverages | Lead Independent Director | Audit; Corporate Governance & Nominating; Executive | None disclosed; unrelated industry |
| Carrier Global | HVAC/Building Systems | Director | Not listed | None disclosed; unrelated industry |
| Mondelēz | Food | Director | Not listed | None disclosed; unrelated industry |
- Related party transactions: PRU disclosed only a transaction regarding Michael F. Falzon (brother of Vice Chairman Robert Falzon); no related‑party transactions involving Todman.
Expertise & Qualifications
- Skills matrix coverage includes business operations, corporate governance, finance/capital allocation, financial literacy, international, investments, marketing/sales, risk management, sustainability.
- Lead Independent Director responsibilities include agenda/material approvals, shareholder communication, executive session leadership, Board evaluation/refreshment, succession planning oversight.
Equity Ownership
| Holder | Common Shares (Direct) | Director Deferred Stock Units / Additional Underlying Units | Total Beneficially Owned Plus Underlying Units |
|---|---|---|---|
| Michael A. Todman | 375 | 22,375 | 22,750 |
- Ownership as % of shares outstanding: Individual directors (and group) each own <1%.
- Guideline compliance: Meets six‑times cash retainer ownership guideline.
- Hedging/pledging: Company policy prohibits; alignment enhanced via equity retention.
Insider Trades
| Date | Type | Shares | Price | Proceeds | Post‑Trade Holdings |
|---|---|---|---|---|---|
| Feb 7, 2025 | Sale | 2,950 | $112.98 (weighted avg) | ~$333,291 | 375 common shares (class) |
Governance Assessment
-
Strengths: Independent Lead Director with robust responsibilities; high Board and committee attendance (99%); clear committee leadership on compensation and executive oversight; active shareholder engagement and responsiveness; strong policies on clawbacks and hedging/pledging.
-
Watch items/RED FLAGS:
- 2024 Say‑on‑Pay support at 72.74% (below three‑year average 93.4%); in‑flight modifications to BVPS component of performance shares for 2021–2023 (guardrails, capped payouts). This is unusual and can be viewed as a precedent risk if repeated, though the Committee states no further adjustments in 2025.
- Multiple outside boards: currently three, within PRU’s overboarding guideline (≤4 in addition to PRU), but time commitment should remain monitored given LID and dual chair roles at PRU.
-
Independence/Conflicts: No related‑party transactions disclosed involving Todman; external boards are in non‑competing industries, reducing conflict risk.
-
Shareholder signals: 2024 proposal for independent Chair received 34.91% support; PRU is splitting CEO and Executive Chair roles in March 2025 while retaining LID—mitigating concentration concerns.