Sandra Pianalto
PRUDENTIAL FINANCIALAbout Sandra Pianalto
Sandra Pianalto, age 70, has served as an independent director of Prudential Financial (PRU) since July 2015. She is a former President and CEO of the Federal Reserve Bank of Cleveland (2003–2014), bringing deep monetary policy, financial stability, and risk oversight experience. She holds a BA in Economics from the University of Akron, an MA in Economics from The George Washington University, and completed Duke Fuqua’s Advanced Management Program. At PRU, she serves on the Corporate Governance & Business Ethics Committee and the Investment Committee. The Board affirms all non-employee directors’ independence; all nominees are independent except the Executive Chairman/CEO transition members.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of Cleveland | President & CEO | Feb 2003 – May 2014 | Led the Bank through the 2008–09 crisis; senior oversight of research, supervision, and operations. |
| Federal Reserve Bank of Cleveland | Various executive/supervisory roles | 1983–1988 (proxy summary); subsequently advanced to First VP & COO (per Fed bio) | Progressively senior operating and governance roles prior to presidency. |
| Board of Governors of the Federal Reserve System | Economist | Pre-1983 | Macroeconomic analysis, policy support. |
| U.S. House Budget Committee | Staff (economist) | Pre-1983 | Fiscal policy staff work. |
External Roles
| Organization | Role | Tenure | Committee Roles/Notes |
|---|---|---|---|
| Eaton Corporation plc | Director | Current | Public company directorship disclosed in PRU proxy. |
| The J.M. Smucker Company | Director (former) | Through Aug 2023 | Former public directorship. |
| FirstEnergy Corp. | Director (former) | Through May 2021 | Served on Compensation and Audit Committees (press release). |
Board Governance
| Attribute | Details |
|---|---|
| PRU Board Committees | Corporate Governance & Business Ethics; Investment. |
| Committee meeting cadence (2024) | Corporate Governance & Business Ethics: 6; Investment: 4; (context: Audit 12; Compensation & Human Capital 7; Finance 5; Executive 0). |
| Independence | Board determined all non-employee directors (including Pianalto) are independent under NYSE and company standards; nominees independent except Lowrey and Sullivan. |
| Attendance | Board held 9 meetings in 2024; directors attended 99% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting. |
| Lead Independent Director | Michael A. Todman has served as LID since 2023 (context for board leadership). |
| Independent sessions | Independent directors met in executive session at least twice in 2024. |
Fixed Compensation
| 2024 Director Compensation | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Sandra Pianalto | 153,750 | 150,000 | 0 | 303,750 |
| Program Terms | 2024 Structure | 2025 Update |
|---|---|---|
| Annual Cash Retainer | $150,000; may be deferred. | Unchanged in proxy text (mix shift via equity). |
| Annual Equity Retainer | $150,000 in RSUs; vest after one year (or earlier at next annual meeting). | Increased to $180,000 effective Jan 1, 2025; pay mix moves to ~45% cash / 55% equity. |
| Committee Chair Fees | Audit: $35,000; Comp & HCM: $30,000; all others: $20,000 (ex-Executive Committee). | Audit: $40,000; Comp & HCM: $35,000; others: $25,000 (eff. Jan 1, 2025). |
| Lead Independent Director Fee | $50,000. | $60,000 (eff. Jan 1, 2025). |
| Board/Committee Meeting Fees | None. | None. |
| Corporate Social Responsibility Oversight Committee | $1,250 per meeting; committee met 3 times in 2024; nonemployee members are Casellas and Pianalto. | |
| Director Ownership Guideline | 6× annual cash retainer to be met within 6 years; as of Dec 31, 2024, all nonemployee directors met the guideline except Murphy and Di Sibio. | |
| Deferral Program | Restricted stock units may be deferred; once guideline met, annual equity retainer payable in cash or shares at vesting (director’s option); dividend equivalents credited in units. |
Note: Pianalto’s 2024 cash fees slightly exceed the base retainer, consistent with CSR Oversight Committee per-meeting fees and 3 meetings in 2024.
Performance Compensation
| Element | Vehicle | Grant/Value | Vesting | Performance Linkage | Notes |
|---|---|---|---|---|---|
| Annual equity | Restricted Stock Units | $150,000 (2024) | 1-year vest (or earlier at next annual meeting). | None (time-based; no performance metrics). | If ownership guideline met, payable at vest in cash or shares; may be deferred; dividend equivalents in units. |
| Options | N/A | N/A | N/A | N/A | No option awards disclosed for nonemployee directors. |
Other Directorships & Interlocks
| Company | Relationship to PRU | Potential Interlock/Conflict Considerations |
|---|---|---|
| Eaton Corporation plc (current) | Unrelated industrial company | No PRU-related party transaction disclosed involving Pianalto; PRU policy requires arm’s-length terms and committee review for related party transactions; only disclosable item in 2024 involved a Vice Chairman’s family member. |
| The J.M. Smucker Company (former) | Consumer staples | Same as above. |
| FirstEnergy Corp. (former) | Utility | Same as above; served on FirstEnergy’s Audit and Compensation Committees. |
Expertise & Qualifications
- Monetary policy and financial system oversight: Former Cleveland Fed President & CEO (2003–2014), with prior Fed/House Budget Committee economist roles.
- Governance and investment oversight: Current PRU committee assignments on Corporate Governance & Business Ethics and Investment indicate focus on ethics, ESG oversight, director compensation policy, and asset/investment risk.
- Education: BA Economics (University of Akron), MA Economics (George Washington University), Duke Fuqua Advanced Management Program.
Equity Ownership
| As of March 14, 2025 | Common Stock | Exercisable Options | Total Shares Beneficially Owned | Director Deferred Stock Units/Additional Underlying Units | Total Shares + Underlying Units | Pledging/Hedging |
|---|---|---|---|---|---|---|
| Sandra Pianalto | 451 | 0 | 451 | 21,775 units; value $2,580,991 as of 12/31/24 | 22,226 | Board policy prohibits hedging and pledging by directors. |
- Ownership guideline status: All nonemployee directors met the 6× retainer guideline as of 12/31/2024, except Murphy and Di Sibio (who are within their compliance windows).
- Ownership concentration: Individual directors (including Pianalto) beneficially own less than 1% of outstanding shares.
Governance Assessment
- Independence and workload: Pianalto is an independent director who serves on Governance & Business Ethics and Investment—committees that met 6 and 4 times in 2024, respectively—supporting ethics/ESG oversight and investment risk oversight.
- Attendance and engagement: The Board held 9 meetings with 99% director attendance; all directors attended the 2024 annual meeting; independent directors held executive sessions twice. These signals indicate strong board engagement.
- Compensation alignment: 2024 director pay is balanced between cash and equity (approx. 50/50) with time-vested RSUs and robust ownership guidelines; mix shifts to more equity in 2025 (55% equity), improving alignment. No option grants or meeting fees (except modest CSR oversight per-meeting fees).
- Ownership and risk controls: Pianalto maintains meaningful deferred stock units and is subject to strict prohibitions on hedging/pledging, which supports shareholder alignment and reduces risk.
- Potential conflicts: No disclosable related party transactions involving Pianalto; PRU’s related party policy requires arm’s-length terms and committee approval—only disclosable item in 2024 involved an executive’s family member, not directors.
- Investor sentiment and board responsiveness: Say-on-pay support in 2024 was 72.74% (moderate), and the Compensation & Human Capital Committee modified performance share mechanics to address interest-rate distortions; 2024 PSP paid at 81.5% of target—an indicator of responsive governance, albeit an area investors monitor.
RED FLAGS: None apparent specific to Pianalto—no attendance issues, no related party transactions, no hedging/pledging, and compensation structure is standard for PRU nonemployee directors. Continued monitoring of overall say-on-pay outcomes is warranted.