PRUDENTIAL FINANCIAL INC

This proposal requests that the Board adopt a permanent policy, with any necessary charter or by-law amendments, to ensure the positions of Board Chairman and Chief Executive Officer are held by two different people and that the Chairman be an independent director. It allows the Board to appoint a non-independent interim chair while it seeks an independent chair on an accelerated basis and suggests phased implementation tied to CEO contract renewal or succession. The proponent argues separation would improve oversight, reduce conflicts of interest, and strengthen accountability, citing company performance and governance concerns such as stock declines, regulatory settlements, a prior data breach, and periods of reduced earnings as rationale. The proposal is presented as a structural governance change intended to enhance board impartiality and shareholder confidence.