Prudential Financial Inc DEF 14A, filed Mar 27, 2025

Prudential Financial Inc (PRU)

DEF 14A 2025-03-27 For: 2025-05-13

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Added on June 12, 2026

About this DEF 14A

Prudential Financial Inc filed this DEF 14A on March 27, 2025.

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DIRECT DEPOSIT IS NOW REQUIRED
Commencing second quarter 2025, Prudential will charge a service fee for paper dividend checks to our registered shareholders. If you are not already enrolled in direct deposit of your dividend checks and are a registered shareholder with our transfer agent, Computershare, please do not delay and enroll now to continue to receive your Prudential stock dividends without service fees.	Easy ways to enroll
	Visit http://cshare.us/pru1	Scan this QR code with your smartphone camera. (This is the quickest and easiest option)	Dial 1-800-243-1701 to add your banking information through our dedicated Direct Deposit enrollment line.


Gilbert F. Casellas	Carmine Di Sibio	Robert M. Falzon	Martina Hund-Mejean

Wendy E. Jones	Charles F. Lowrey	Kathleen A. Murphy	Sandra Pianalto

Christine A. Poon	Douglas A. Scovanner	Michael A. Todman

Place				Date				Time
Prudential Financial’s office located at 751 Broad Street Newark, NJ 07102				May 13, 2025				2:00 p.m.

	1.			Election of 9 directors named in the Proxy Statement;
	2.			Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025;
	3.			Advisory vote to approve named executive officer compensation;
	4.			Shareholder proposal regarding an independent Board Chairman; and
	5.			Shareholders also will act on such other business as may properly come before the meeting or any adjournment or postponement thereof.

Proposal			Recommendation of Board
Election of directors			FOR each of the nominees

Ratification of independent auditor			FOR

Advisory vote to approve named executive officer compensation			FOR

Shareholder proposal regarding an Independent Board Chairman			AGAINST

			Committee membership
Name	Age	Director since	Executive	Compensation and Human Capital	Investment	Finance	Corporate Governance and Business Ethics	Audit	Other Public Boards
Gilbert F. Casellas	72	01/2001							0

Carmine Di Sibio	61	07/2024							1

Martina Hund-Mejean	64	10/2010							2

Wendy E. Jones	59	01/2021							0

Charles F. Lowrey	67	12/2018							0

Kathleen A. Murphy(1)	62	09/2023							0

Sandra Pianalto	70	07/2015							1

Christine A. Poon	72	09/2008							3

Douglas A. Scovanner(2)	68	11/2013							0

Andrew Sullivan(3)	54	03/2025							0

Michael A. Todman(4)	67	03/2016							3

	1-Year	3-Year	5-Year
Cumulative TSR	19%	26%	63%

Annualized TSR	19%	8%	10%

Percentile Rank	16%	50%	49%

Board Committees			Independent
Audit			Yes

Corporate Governance and Business Ethics			Yes

Compensation and Human Capital			Yes

Finance			Yes

Investment			Yes

Director Attendance Board and Committee Meetings
All Directors			99%

2024 Annual Meeting Proposal Results			% Support
Election of directors			92.27 – 98.68%

Appointment of the Independent Auditors			94.18%

Advisory vote to approve named executive officer compensation			72.74%

Shareholder proposal regarding an Independent Board Chairman			34.91%

Board Structure (Nominees)
Chairman Classification			Combined*

Independent Lead Director			Yes

Number of Directors			9

% Independent			78%

% Non-Employee Director Diverse			86%

% Women			44%

Director Average Tenure (years)			9

Director Average Age			65

Shareholder Rights
Classified Board			No

Shareholder right to call special meetings			10%

Material restrictions on right to call special meetings			No

Shareholder right to act by written consent			Unanimous

Poison Pill			No

Proxy Access			Yes

	Who we met with				Integrated Outreach Team				Results
	Investors holding >50% of outstanding shares				• Compensation and Human Capital Committee Chair and Lead Independent Director • Human Resources • Chief Governance Officer				Based on shareholder feedback, the Board enhanced disclosure regarding its rationale for modifying the Performance Shares Program, including implementing “guardrails” to the 2021, 2022, and 2023 plans to avoid windfall payments. Shareholders also appreciated the Board’s intent to preserve the retentive and motivational objectives of our long-term incentives. This comprehensive disclosure was acknowledged by shareholders and advisors during engagement meetings. For 2024, NEOs and other senior leaders received 81.5% of the target number of performance shares granted in 2022.

	ITEM 1 – Election of Directors					9
	Summary of Director Nominee Qualifications and Experience					11
	Director Nominees					12
	Corporate Governance					15
	Comprehensive Steps to Achieve Board Effectiveness					17
	A Message to Our Shareholders from Prudential’s Lead Independent Director					20
	Board Risk Oversight					21
	Communication with Directors					24
	Committees of the Board of Directors					25
	Certain Relationships and Related Party Transactions					26

	ITEM 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm					28
	Report of the Audit Committee					30
	ITEM 3 – Advisory Vote to Approve Named Executive Officer Compensation					31
	Shareholder Proposals
	Item 4 – Shareholder Proposal Regarding an Independent Board Chairman					32
	Voting Securities and Principal Holders					34

				Gilbert F. Casellas Age: 72 Director Since: January 2001 (Director of Prudential Insurance since April 1998)

				Prudential Committees: • Compensation and Human Capital • Corporate Governance and Business Ethics (Chair) • Executive

	Mr. Casellas served as Chairman of OMNITRU (a consulting and investment firm) from 2011 to 2017. He was VP, Corporate Responsibility, of Dell Inc. (a global computer manufacturer) from 2007 to 2010. Mr. Casellas served as Chairman, U.S. EEOC from 1994 to 1998 and General Counsel, U.S. Department of the Air Force, from 1993 to 1994.

				Carmine Di Sibio Age: 61 Director Since: July 2024

				Prudential Committees: • Audit Public Directorships: • Paypal Holdings, Inc. Former Directorships Held During the Past Five Years: • EY (June 2024)

	Mr. Di Sibio served as Global Chairman and CEO of EY, a professional organization that specializes in tax, information technology and consulting advisory services, from 2019 to 2024. Prior to this, Mr. Di Sibio served as EY Global Managing Partner — Client Service from 2013 to 2019 and led the execution of EY’s global strategy in its four geographic areas and four service lines. Mr. Di Sibio was also instrumental in the creation of the Global Innovation Team at EY, which redefined how EY teams use technology to transform existing services and create solutions. During his career at EY, Mr. Di Sibio also served as the Chair of the Global Financial Services Markets Executive as well as Regional Managing Partner for the Americas Financial Services Organization, where he started EY’s Risk Management and Regulatory Services, which is now a multibillion-dollar global business. Mr. Di Sibio served in various other executive positions after beginning his career as an auditor at EY in 1985.

				Martina Hund-Mejean Age: 64 Director Since: October 2010

				Prudential Committees: • Audit (Chair) • Executive • Finance Public Directorships: • Colgate-Palmolive Company • GE Vernova Inc. Former Directorships Held During the Past Five Years: • Shell plc (May 2023)

	Ms. Hund-Mejean served as CFO and as a member of the Management Committee at MasterCard Worldwide (a technology company in the global payments industry) from 2007 to 2019. Ms. Hund-Mejean served as SVP and Corporate Treasurer at Tyco International Ltd. from 2003 to 2007; SVP and Treasurer at Lucent Technologies from 2000 to 2002; and held management positions at General Motors Company from 1988 to 2000. Ms. Hund-Mejean began her career as a credit analyst at Dow Chemical in Frankfurt, Germany.

				Wendy E. Jones Age: 59 Director Since: January 2021

				Prudential Committees: • Audit • Compensation and Human Capital • Corporate Governance and Business Ethics

	Ms. Jones served as SVP, Global Operations at eBay, Inc. (a multi-national e-commerce corporation) from October 2016 to December 2020, and was responsible for eBay’s customer service, risk, trust, payment operations and workplace resources functions around the world. During that time, Ms. Jones also served as Chair of eBay’s Operating Committee, which managed the firm’s intersection of product and business teams and oversaw the development and execution of the company’s annual business road map. Prior to that time, she served in various other leadership positions and focused much of her career on eBay’s global presence, including launching eBay in markets such as Brazil, Russia and Mexico and spearheading eBay’s cross-border trade efforts. Prior to joining eBay, Ms. Jones worked in various leadership roles at State Street Bank, Land Rover NA, and for iSKY, Inc.

	Compensation of Directors					36
	Compensation Discussion and Analysis					38
	Compensation Highlights					38
	Philosophy and Objectives of Our Executive Compensation Program					41
	How We Make Compensation Decisions					43
	Direct Compensation Components					44
	Compensation and Human Capital Committee Report					52
	Pay Versus Performance					53
	CEO Pay Ratio					55
	Executive Compensation					56
	2024 Summary Compensation Table					56
	Grants of Plan-Based Awards					58
	Pension Benefits					62
	Nonqualified Deferred Compensation					65
	Post-Employment Compensation Arrangements					66
	Potential Payments upon Termination or Change in Control					67

	General Information About the Meeting					69
	Voting Instructions and Information					69
	Board Recommendations					71
	Submission of Shareholder Proposals and Director Nominations					71
	Appendix A – Non-GAAP Measures					74

				Charles F. Lowrey Age: 67 Director Since: December 2018

				Prudential Committees: • Executive

	Mr. Lowrey has been elected the Executive Chairman of the Board of Prudential Financial, Inc., effective March 31, 2025, and has been the Chairman and CEO from 2018 to 2025. Prior to assuming his current roles, Mr. Lowrey served as EVP and Chief Operating Officer (COO) of Prudential’s International businesses from 2014 to 2018. Previously, he was EVP and COO of Prudential’s U.S. Businesses from 2011 to 2014. Mr. Lowrey also served as President and CEO of PGIM, Prudential’s global investment management business, and as CEO of its real estate investment business, PGIM Real Estate. Before joining Prudential in 2001, he was a managing director and head of the Americas for J.P. Morgan’s Real Estate and Lodging Investment Banking group, where he began his investment banking career in 1988. Earlier, he spent four years as a managing partner of an architecture firm he founded in New York City. During this time, he became a registered New York architect.

				Sandra Pianalto Age: 70 Director Since: July 2015

				Prudential Committees: • Corporate Governance and Business Ethics • Investment Public Directorships: • Eaton Corporation plc Former Directorships Held During the Past Five Years: • The J.M. Smucker Company (August 2023) • FirstEnergy Corp. (May 2021)

	Ms. Pianalto served as President and CEO of the Federal Reserve Bank of Cleveland (the Cleveland Fed) from February 2003 until her retirement in May 2014. Ms. Pianalto also served in various executive and supervisory roles at the Cleveland Fed from 1983 to 1988. Prior to joining the Cleveland Fed, Ms. Pianalto was an economist at the Board of Governors of the Federal Reserve System and served on the staff of the Budget Committee of the U.S. House of Representatives.

				Christine A. Poon Age: 72 Director Since: September 2006

				Prudential Committees: • Executive • Finance (Chair) • Investment Public Directorships: • Regeneron Pharmaceuticals, Inc. • The Sherwin-Williams Company • Neurocrine Biosciences, Inc. Former Directorships Held During the Past Five Years: • Decibel Therapeutics, Inc. (December 2021) • Koninklijke Philips NV (May 2021)

	Ms. Poon served as Executive in Residence at The Max M. Fisher College of Business at The Ohio State University (“Fisher College of Business”) from 2015 until her retirement in 2020 and served as Professor of Management and Human Resources at The Fisher College of Business from October 2014 to September 2015. Ms. Poon previously served as Dean and John W. Berry, Sr. Chair in Business at The Fisher College of Business at The Ohio State University from April 2009 until October 2014. She served as Vice Chair and Member of the Board of Directors of Johnson & Johnson from 2005 until her retirement in March 2009. Ms. Poon joined Johnson & Johnson in 2000 as Company Group Chair in the Pharmaceuticals Group. She became a member of Johnson & Johnson’s Executive Committee and Worldwide Chair, Pharmaceuticals Group, in 2001, and served as Worldwide Chair, Medicines and Nutritionals, from 2003 to 2005. Prior to joining Johnson & Johnson, she served in various management positions at Bristol-Myers Squibb for 15 years.

				Andrew F. Sullivan Age: 54 Nominee Director as of March 31, 2025

	Mr. Sullivan has been elected Chief Executive Officer and President of Prudential Financial, Inc. and The Prudential Insurance Company of America effective March 31, 2025 and will become a member of the Board at that time. Currently, as Executive Vice President and Head of International Businesses and Global Investment Management, he oversees the company’s International Insurance segment which develops, distributes and services the operations, strategic investments and joint ventures for the Companies in Asia, Latin America and Africa, and he leads PGIM, the firm’s global asset management business. Previously, Mr. Sullivan has served in a variety of leadership positions at Prudential, including head of the firm’s U.S.-based businesses, comprising Group Insurance, Individual Life Insurance, Retirement Strategies, and Retail Advice and Solutions. He also served as head of Prudential’s Workplace Solutions businesses and had responsibility for the Group Insurance underwriting, claims and service organizations. Prior to joining Prudential in 2011, he served in various leadership roles at CareFirst BlueCross BlueShield, Cigna, Diamond Technology Partners and DaimlerChrysler. Mr. Sullivan graduated from the United States Naval Academy in Annapolis, Maryland and began his naval career as a nuclear submarine officer. During his tenure with the Navy, he was awarded the Navy and Marine Corps Achievement Medal for superior leadership and performance on board the USS Nebraska.

				Michael A. Todman Age: 67 Director Since: March 2016 Lead Independent Director Since: 2023

				Prudential Committees: • Compensation (Chair) • Executive (Chair) • Finance Public Directorships: • Brown-Forman Corporation • Carrier Global Corporation • Mondelēz International, Inc. Former Directorships Held During the Past Five Years: • Newell Brands (May 2020)

	Mr. Todman served as Vice Chairman of the Whirlpool Corporation (Whirlpool), a global manufacturer of home appliances, from November 2014 to December 2015. Mr. Todman previously served as President of Whirlpool International from 2006 to 2007 and 2010 to 2014, as well as President, Whirlpool North America, from 2007 to 2010. Mr. Todman held several senior positions with Whirlpool over his career.

	Attendance and Active Participation			Attendance and interactive contributions at Board and Committee meetings

	Board and Director Evaluations			Feedback received during the annual Board evaluation and discussions between each individual director and the Lead Director, Corporate Governance and Business Ethics Committee Chair, and Board Chair

	Skills, Qualifications and Experience			Possession of core competencies and command of contemporary insight into risks and opportunities facing Prudential

	Time Commitment and Outside Board Affiliations			Stringent evaluation of overboarding considerations, time commitment and potential conflicts of interest or independence concerns to assess a Director’s capacity to meet their full responsibility

	Diversity of Skills, Experience and Perspectives			The extent to which the Director contributes to the diverse skills and perspectives of the Board

	Shareholder Feedback			Assess shareholder feedback, including support received during the most recent annual shareholder meeting

	LEAD INDEPENDENT DIRECTOR
	Under our Corporate Governance Principles and Practices, the independent directors annually elect a Chairman of the Board and, if the individual elected as Chairman of the Board is not independent, they also elect an independent director to serve as Lead Independent Director. The Lead Independent Director is generally expected to serve for a term of at least one year, but for no more than three years. Michael A. Todman was elected as Lead Independent Director in May 2023.
	Key Responsibilities
	• Calls meetings of the independent directors. • Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors. • Facilitates communication between the independent directors and our Chairman. • Provides independent Board leadership. • Elected annually and may serve no more than three years. • Approves the agenda for all Board meetings and all Board materials. • Communicates with shareholders and other key constituents, as appropriate.			• Meets directly with the management and non-management employees of our firm. • Engages with our other independent directors to identify matters for discussion at executive sessions of independent directors and advises our Chairman of any decisions reached, and suggestions made at the executive sessions. • In collaboration with the Corporate Governance and Business Ethics Committee, addresses Board effectiveness, performance and composition. • Authorized to retain outside advisors and consultants who report directly to the Board on Board-wide issues.

	A Message to Our Shareholders from Prudential’s Lead Independent Director, Michael A. Todman
	As Prudential’s Lead Independent Director, it is a privilege to share with you the Board’s view on the Company’s governance practices that we believe reflect our ongoing commitment to building long-term shareholder value.
	The Board made a number of significant leadership appointments in 2024.
	Succession planning is paramount to the Board’s oversight and is a point of discussion and deliberation at every Board meeting. As Lead Independent Director, I work closely with the Corporate Governance and Business Ethics Committee to oversee CEO succession and provide the full Board with regular updates enabling all Directors to understand the process, plan and pipeline. We identify and assess internal and external CEO candidates.
	In December 2024, the Board announced that Andrew Sullivan would become Prudential’s next CEO, effective March 31, 2025. Mr. Sullivan succeeds Charles Lowrey, who will remain as Executive Chairman for 18 months, working with the Board and supporting and advising Mr. Sullivan. Mr. Sullivan is currently Prudential’s executive vice president and Head of International Businesses and Global Investment Management. This seamless transition is indicative of the depth and breadth of the Company’s talent pool. Also, our Vice Chairman, Robert Falzon, announced his plans to retire and will step down from the Board on March 31, 2025 and retire from Prudential on July 11, 2025.
	The Board’s succession planning oversight is not limited to our C-Suite. We have consistent and direct exposure to senior leaders throughout the year. Directors engage with top talent through formal Board presentations and dinners held in conjunction with Board meetings. In addition, my Board colleagues and I regularly speak at corporate events hosted by Prudential’s Business Resource Groups.
	Prudential’s Board recently added a new independent Director.
	We believe strong governance begins with an independent and engaged Board with diverse skills and experience. With these guiding principles, the Corporate Governance and Business Ethics Committee screens and recommends Board candidates for nomination with the goal of evolving the composition of our Board in line with the strategic needs of our global businesses. Using our skills matrix as a guide, individual conversations with Directors, and the assistance of an independent search firm, the Committee identifies areas of expertise that would complement and enhance the current Board’s skills and experience.
	The Board’s most recent appointment, Carmine Di Sibio, former global chairman and chief executive officer of EY, has an extensive track record for driving growth and building new business capabilities. His experience and perspectives help guide Prudential’s leadership in expanding access to insurance and retirement.
	The Board’s view of shareholder engagement.
	Our consistent, active and year-round dialogue with investors enables our Board to consider various viewpoints that influence our boardroom discussions. During 2024, other Directors and I had the privilege of engaging with a broad range of Prudential’s investors. The Board also met with investors in various forums including one-on-one meetings, investor dinners and conferences. All Prudential Directors share my commitment to explore the opinions of those who invest in our Company.
	On behalf of Prudential’s Board, we thank you for your continued investment and ongoing support.

	CYBERSECURITY GOVERNANCE HIGHLIGHTS
	• Comprehensive reporting to our Board by our Chief Information Security Officer and our Information Security Office in response to key developments. • Cross-functional approach to addressing cybersecurity risk, with engagement among Global Technology, Risk, Legal, Compliance, and Corporate Audit functions. • Cybersecurity program is integrated within our risk management framework and includes escalation points to business and corporate function leadership, as well as to our Executive Risk Committee, Enterprise Risk Management Council, and Operating Committee, allowing cyber risk and control items to be elevated to the Board or its Audit Committee on a risk driven basis for calibrated oversight. • Risk environment and associated controls are assessed on an ongoing basis considering current and potential future threats. • Global presence with 24/7 cyber threat operations center.			• Employees with access to our Company’s systems receive comprehensive annual training on responsible information security, data security, and cybersecurity practices and how to protect data against cyber threats. • Our detailed incident response plan specifies escalation and evaluation processes for cyber events. This plan is executed in close coordination with our internal functions including a dedicated Cyber Law & Privacy Law function, External Affairs, and Risk Management. • To the extent cybersecurity controls are related to internal control over financial reporting, such controls are considered in the context of Prudential’s annual integrated audit. • Prudential’s security program is aligned, as appropriate based on our platforms, business activities, operating environment, and associated risks, with the National Institute of Standards and Technology Cyber Security Framework (NIST CSF), the International Organization for Standardization (ISO), and other industry-recognized security frameworks.

PRUDENTIAL’S ARTIFICIAL INTELLIGENCE PRODUCT POLICY
The use of artificial intelligence is an important part of our business strategy to serve customers effectively, equitably, and responsibly. We are committed to the ethical use of this emerging technology.
Prudential’s Global Technology and Risk Management functions have established requirements for the lifecycle of Artificial Intelligence Products (“AIPs”). Businesses and corporate functions must have established processes to identify and mitigate risks associated with the use of AIPs.
Prudential’s leaders play a critical role in the oversight of ethical and responsible use of artificial intelligence:
Board of Directors Responsible for overseeing the effectiveness of Prudential’s internal control structure, which includes its use of AIPs. The Audit Committee is made aware of risks associated with the use of artificial intelligence.	Business Division and Corporate Function Heads Accountable for establishing operating and supervisory procedures to comply with Prudential’s Artificial Intelligence Product Policy.	Global AI Oversight Council Sets the governance, and monitors the company-wide deployment of AIPs so that the use of AIPs aligns with the Company’s strategy, purpose, principles, and core values. This cross-functional group is part of the Company’s risk and compliance governance structure.
In November 2021, Prudential adopted its Ethical Principles for Artificial Intelligence. These principles provide the foundation for trust and transparency throughout our design, development, purchase, deployment, and use of AI. As part of Prudential’s annual Code of Conduct training, all employees must certify they have read and understand Prudential’s Ethical Principles of Artificial Intelligence.

	Audit Committee Meetings in 2024: 12

	The Audit Committee provides oversight of the Company’s accounting and financial reporting and disclosure processes, the adequacy of the systems of disclosure and internal control established by management, and the audit of the Company’s financial statements. The Audit Committee oversees insurance risk and operational risks, risks related to financial controls, and legal, regulatory, cybersecurity and compliance matters, and oversees the overall risk management governance structure and risk management function. Among other things, the Audit Committee: (1) appoints the independent auditor and evaluates its qualifications, independence and performance; (2) reviews the audit plans for and results of the independent audit and internal audits; and (3) reviews reports related to processes established by management to provide compliance with legal and regulatory requirements. The Board has determined that all of our Audit Committee members are financially literate and audit committee financial experts as defined by the SEC.

	Compensation and Human Capital Committee Meetings in 2024: 7
	The Compensation and Human Capital Committee oversees the Company’s programs and practices related to talent and leadership; compensation of the Company’s executive officers; administration of the equity-based and certain other compensation plans; management of risks for succession planning and compensation; and strategies and policies related to human capital management. For more information on the responsibilities and activities of the Compensation and Human Capital Committee, including the Committee’s processes for determining executive compensation, see the CD&A.

	Corporate Governance and Business Ethics Committee Meetings in 2024: 6
	The Corporate Governance and Business Ethics Committee oversees the Board’s corporate governance procedures and practices, including the recommendations of individuals for the Board, recommendations to the Board regarding director compensation, overseeing the Company’s ethics and conflict-of-interest policies, its political contributions and lobbying expenses policy, its strategy and reputation policy regarding environmental, social and governance issues, including environmental stewardship, sustainability, climate, human capital management external reporting, and corporate social responsibility for the Company’s global businesses.

	Executive Committee Meetings in 2024: 0
	The Executive Committee is authorized to exercise the corporate powers of the Company between meetings of the Board, except for those powers reserved to the Board by our By-laws or otherwise.

	Finance Committee Meetings in 2024: 5
	The Finance Committee oversees, takes actions, and approves policies with respect to capital, liquidity, borrowing levels, reserves, benefit plan funding, major capital expenditures, and oversight of the ORSA and the Company’s Risk Appetite Framework.

	Investment Committee Meetings in 2024: 4
	The Investment Committee oversees and takes actions with respect to the acquisition, management and disposition of invested assets and reviews investment risks and exposures, as well as the investment performance of products and accounts managed on behalf of third parties.

Service	2024	2023
Audit(1)	$55	$62

Audit-Related(2)	$6	$6

Tax(3)	$3	$3

All Other	$0	$0

Total	$64	$71

	In determining whether to reappoint PwC as Prudential Financial’s independent auditor, the Audit Committee annually considers several factors, including:
	• the firm’s independence and objectivity; • the firm’s capability and expertise in handling the breadth and complexity of Prudential’s global operations and risk profile, including the expertise and capability of the Lead Audit Partner; • the length of time the firm has been engaged; • the extent and quality of the firm’s communications with the Audit Committee;			• the results of a management survey of PwC’s overall performance, including quality of audit work and adherence to commitments; • other data related to audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) inspection reports; and • the appropriateness of the firm’s fees, both on an absolute basis and as compared with the Company’s peers.