Wendy Jones
PRUDENTIAL FINANCIALAbout Wendy E. Jones
Independent director at Prudential Financial since January 2021; age 59. She serves on three key Board committees—Audit; Compensation and Human Capital; and Corporate Governance and Business Ethics—and is designated an SEC “audit committee financial expert.” Her operating background includes senior leadership at eBay (SVP, Global Operations; risk, trust, payments, customer service), with earlier leadership roles at State Street Bank, Land Rover NA, and iSKY, giving her deep experience in global operations, risk management, payments, and customer experience at scale . She is independent under NYSE and company standards; all non-employee directors (including Ms. Jones) were affirmed independent in 2024/2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eBay Inc. | SVP, Global Operations (customer service, risk, trust, payment operations, workplace resources); Chair, eBay Operating Committee | Oct 2016 – Dec 2020 | Led cross-functional execution across product/business; global risk and payments oversight |
| State Street Bank | Various leadership roles | Not disclosed | Financial services operating leadership |
| Land Rover NA | Various leadership roles | Not disclosed | Operations/marketing roles |
| iSKY, Inc. | Various leadership roles | Not disclosed | Customer operations roles |
External Roles
| Company | Role | Notes |
|---|---|---|
| None | — | “Other Public Boards: 0” for Ms. Jones in 2025 proxy |
Board Governance
- Committees: Audit; Compensation and Human Capital; Corporate Governance & Business Ethics. Not a committee chair; Audit Committee is chaired by Martina Hund‑Mejean; Compensation by Michael A. Todman; Corporate Governance by Gilbert F. Casellas .
- Independence: Board affirmed Ms. Jones (and all non‑employee directors) as independent per NYSE/company standards; all nominees independent except CEO/Executive roles (Lowrey/Sullivan) .
- Audit Committee Financial Expert: Board determined Audit members (including Ms. Jones) are financially literate and audit committee financial experts under SEC rules .
- Attendance: In 2024 the Board held 9 meetings; directors attended 99% of Board/committee meetings; all then‑serving directors attended the 2024 annual meeting .
- Shareholder engagement and say‑on‑pay: 2024 say‑on‑pay support was 72.74% (below three‑year average), with the Compensation and Human Capital Committee (of which Jones is a member) engaging shareholders and implementing guardrails to the Performance Shares Program; payout for the 2022–2024 cycle was 81.5% of target .
- Independent director sessions: Independent directors met in executive session (twice in 2024), with a Lead Independent Director structure in place .
Fixed Compensation
| Element | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | May be deferred at director’s option |
| Annual equity retainer | $150,000 in RSUs | RSUs vest after one year or earlier at next Annual Meeting; deferrable; dividend equivalents accrue as units |
| Board/committee meeting fees | None | No per‑meeting fees (except CSR Oversight participants) |
| Committee chair fees | N/A for Jones | Audit $35k; Compensation $30k; Others $20k (2024 levels) |
| Lead Independent Director fee | N/A for Jones | $50k (2024) |
| Deferred Compensation Plan | Available | Invest deferrals in PRU stock units or a money market equivalent option (effective Dec 30, 2024) |
2025 program update: annual equity retainer increased to $180,000 (pay mix 45% cash/55% equity); Lead Independent Director fee to $60k; Audit Chair to $40k; Compensation Chair to $35k; other chairs to $25k .
2024 actual compensation for Ms. Jones:
| Component | Amount ($) |
|---|---|
| Cash fees | 150,000 |
| Stock awards (RSUs, grant date fair value) | 150,000 |
| All other compensation | 0 |
| Total | 300,000 |
Performance Compensation
- Directors do not receive performance‑based incentive pay. The equity retainer is time‑based RSUs vesting after one year; no options/PSUs are reported for directors and no meeting fees (other than CSR Oversight) are paid .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (reduces overboarding/interlock risk) |
| Related‑party or interlock disclosures | Company disclosed a single related party transaction (Falzon family); no transactions involving Ms. Jones were disclosed |
Expertise & Qualifications
- Operations/risk/payments/customer experience leadership from eBay’s global platform; chaired enterprise operating committee aligning product and business execution .
- International growth experience (launched eBay in Brazil, Russia, Mexico; led cross‑border trade efforts) .
- Audit committee financial expert; financial literacy applicable to insurance/financial services oversight .
- Service on Compensation and Human Capital and Corporate Governance committees aligns with human capital, ESG, and ethics oversight .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 1,000 shares | As of Mar 14, 2025 |
| Director deferred stock units | 9,048 units | As of Dec 31, 2024 |
| Total beneficial + underlying units | 10,048 | Sum of above |
| Value of deferred units | $1,072,459 | As of Dec 31, 2024 |
| Stock ownership guideline | 6x annual cash retainer | To be satisfied within 6 years |
| Compliance status | In compliance | All non‑employee directors met the guideline as of Dec 31, 2024, except two newer directors (Murphy, Di Sibio) |
| Pledging/hedging | No pledging disclosed; company policy does not permit employee hedging or pledging | No pledging noted in beneficial ownership footnotes; policy cited for employees |
Governance Assessment
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Strengths for investor confidence:
- Independent, multi‑committee service (Audit/Comp/Governance) with SEC audit committee financial expert designation—supports robust oversight of financial reporting, risk, human capital, and ethics .
- Strong alignment: meaningful stock/unit holdings and compliance with strict stock ownership guidelines; director pay is balanced and largely equity-linked via RSUs; no meeting fees that could misalign incentives .
- Low conflict risk: no other public boards; no related‑party transactions disclosed involving Ms. Jones .
- Board effectiveness indicators: high overall attendance (99%); active independent sessions; significant shareholder engagement .
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Watch items / potential red flags:
- Say‑on‑pay support at 72.74% in 2024 (below historical average) and in‑flight modifications to performance share design may continue to draw scrutiny; as a Compensation and Human Capital Committee member, Ms. Jones will remain a focal point for investors assessing pay rigor and responsiveness (noting guardrails implemented and 81.5% payout below target) .
- Board leadership structure transition (Executive Chairman + new CEO) merits continued monitoring, though Lead Independent Director role and committee independence provide counterbalance; shareholder proposal for an independent chair received 34.91% support in 2024 .
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Overall view: Ms. Jones brings valuable large‑scale operating, risk, and payments expertise with strong independence and financial oversight credentials, aligned ownership, and limited conflict risk—supportive for board effectiveness and investor confidence at PRU .