Vicki Walia
PRUDENTIAL FINANCIALAbout Vicki Walia
Vicki A. Walia is Executive Vice President and Chief People Officer at Prudential Financial, effective March 31, 2025, after leading HR for Prudential’s U.S. Businesses and PGIM; she previously served as Chief Talent & Capability Officer overseeing talent, change management and organizational effectiveness . She holds a B.F.A. in music (York University) and an M.S. and Ph.D. in industrial/organizational psychology (Alliant International University), and has taught analytics at NYU and presented at SIOP and Academy of Management . Company performance context for incentive alignment: PRU’s cumulative TSR was 19% (1-year), 26% (3-year), 63% (5-year), with an annualized TSR of 19%, 8%, and 10% respectively and relative compensation peer group percentile ranks of 16%, 50%, and 49% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prudential Financial | Head of HR for U.S. Businesses and PGIM | Not disclosed | Led HR across Insurance, Retirement and PGIM; partnered with leadership to enhance talent and capabilities |
| Prudential Financial | Chief Talent & Capability Officer | Not disclosed | Integrated global talent strategy, change management, and organizational effectiveness |
| Moody’s Analytics | Head of People | Not disclosed | Developed human capital strategy; led global HRBP team for ~6,000 employees |
| AllianceBernstein | Head of Digital Strategy & Innovation; Head of Talent Mgmt & Diversity | Not disclosed | Led fintech partnerships and talent/D&I programs to enhance offerings |
| Development Dimensions International (DDI) | Consultant | Not disclosed | Delivered assessment, selection, and leadership development projects |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York University | Associate professor (taught analytics) | Not disclosed | Advanced analytics education and leadership capability |
| SIOP; Academy of Management | Presenter | Not disclosed | Professional/scientific thought leadership on HR and I/O topics |
Fixed Compensation
- Not disclosed in proxy or 8‑K filings for Walia (she is not a Named Executive Officer).
Performance Compensation
| Annual Incentive Program (2024) | Weighting | Target | Actual | Payout Factor | Vesting/Timing |
|---|---|---|---|---|---|
| EPS (AOI, diluted) | Not disclosed | $14.20 | $13.73 | 0.925 | Cash paid after performance year |
| ROE vs Peer Median | Not disclosed | 0.0% | +0.3% | 1.025 | N/A |
| Operating Expense vs Plan | Not disclosed | Plan | +$11M | 1.000 | N/A |
| Customer Experience (NPS) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | N/A |
| Final Performance Factor (weighted average) | — | — | — | 1.060 | Guides AIP funding |
| Performance Shares Program | Weighting | Target | Actual/Payout | Vesting Schedule |
|---|---|---|---|---|
| Relative ROE | Averaged with BVPS Growth | Not disclosed | Combined payout 81.5% for 2022–2024 PSUs | 3-year performance; settles in shares |
| Adjusted BVPS Growth | Averaged with ROE | Not disclosed | Combined payout 81.5%; BVPS guardrails added to exclude outsized rate moves, lower threshold, cap at target | 3-year performance; settles in shares |
- Formulaic framework: incentive metrics and standard adjustments (EPS, ROE, BVPS, Operating Expense, Customer Experience) defined by Committee; EPS/ROE/BVPS are non-GAAP with Appendix A reconciliation; standard adjustments exclude one-time/unplanned items and outsized rate impacts for BVPS .
Equity Ownership & Alignment
| Holding | Type | Amount | Status |
|---|---|---|---|
| Common Stock | Non-derivative | 0 | As of initial Form 3 filing (new officer) |
| Restricted Stock Units | Derivative | 5,033 | Direct, outstanding |
| 2023 Performance Shares | Derivative | 872 | Direct, outstanding |
| 2023 RSUs | Derivative | 678 | Direct, outstanding |
| Alignment Policy | Requirement | Applies to | Status |
|---|---|---|---|
| Stock ownership guideline | 300% of base salary for Executive Vice Presidents | Section 16 officers (incl. Chief People Officer) | Compliance status not disclosed for Walia |
| Share retention | Retain 50% of net shares until guideline met; continue 50% retention for Section 16 officers until one year post-termination or date of acquisition | Section 16 officers | Applicable |
| Hedging/Pledging | Hedging prohibited for all; pledging/margin accounts prohibited for Section 16 officers and directors | All employees/Section 16 officers/Board | Applicable |
| Insider trading controls | Closed trading windows; preclearance; 10b5‑1 plan policy | Board/senior executives | Applicable |
- Beneficial ownership context: PRU reports NEOs met ownership guidelines by March 1, 2025; this disclosure does not include Walia, who is not an NEO .
Employment Terms
| Item | Term | Trigger | Multiple/Amount | Notes |
|---|---|---|---|---|
| Severance (involuntary, without cause) | Severance Plan: up to 18 months of base salary and annual incentive; pro‑rata vesting for certain equity if not retirement eligible | Involuntary termination without cause | Up to 18 months of base + annual incentive | Additional retirement accruals may apply; RSU/PSU treatment per Omnibus Plan |
| Change in Control (double trigger) | Lump sum 2× base salary + annual incentive (avg of prior 3 years) + present value of added retirement accruals; continued health benefits for 18 months | Termination without cause or for good reason within 2 years post‑CoC | 2× salary + bonus | Equity vests/settles in shares only if awards are not assumed/substituted; health benefits include tax gross‑up for expected tax consequences |
| Clawback policy | Recovery of incentive compensation for 3 years preceding restatement; improper conduct trigger | Financial restatement; improper conduct | Discretionary recovery; required recovery for restatements | Board must disclose recovery actions or decision not to recover in next proxy |
| Resignation notice period | Required for designated executives on LTI awards | Voluntary resignation | Forfeiture risk if notice not provided | Non‑compete/non‑solicit violations cause forfeiture of LTI |
Compensation Structure Analysis
- Pay‑for‑performance emphasis: PRU targets >90% of NEO total direct compensation as performance‑based; Walia’s incentives align to same enterprise programs (AIP and LTI) and governance (ownership, retention, clawback) .
- Program modification guardrails: 2021–2023 PSUs’ BVPS component was adjusted to account for extraordinary rate moves—lowered threshold, excluded outsized rate impacts, capped at target—to preserve retentive intent; PSUs paid at 81.5% (below target), indicating constrained windfalls rather than overpayment .
- Governance constraints reduce misalignment risk: hedging/pledging prohibited; double‑trigger CoC; equity acceleration only if not assumed; clawback spans misconduct and restatements; ownership/retention rules require skin in the game .
Say‑on‑Pay & Shareholder Feedback
- 2024 proposal support: Directors 92.27–98.68%; Auditor 94.18%; Say‑on‑Pay 72.74%; independent chair proposal 34.91%, with Board engaging investors and explaining BVPS adjustments and guardrails .
Investment Implications
- Alignment: Ownership guidelines (300% of salary for EVPs), 50% share retention, hedging/pledging prohibitions, and robust clawback reduce misalignment and speculative trading risk for Walia; Form 3 shows no common shares initially, but RSUs/PSUs create forward alignment with long‑term performance .
- Retention risk: Severance plan and double‑trigger CoC provide economic protection but are not excessive (2× cap; equity acceleration only if not assumed), mitigating flight risk during leadership transition while preserving shareholder value discipline .
- Performance signaling: Enterprise AIP factor of 1.060 reflects disciplined performance against EPS/ROE/expense/customer metrics; PSUs paid at 81.5% after BVPS guardrails—supportive of retention without windfalls; suggests balanced incentive rigor under Walia’s HR governance remit .
- Governance watch‑items: In‑flight modifications to BVPS (extraordinary circumstances) drew lower Say‑on‑Pay support (72.74%); continued Board outreach and transparency are key; no hedging/pledging allowed, and 10b5‑1 controls reduce opportunistic trading signals .
Note: Specific base salary, target bonus, and individual award amounts for Vicki Walia are not disclosed in PRU’s proxy or 8‑Ks; analysis relies on enterprise program design and policies applicable to executive officers.