DEF 14A of Principal Financial Group Inc, Apr 8, 2024

DEF 14A of Principal Financial Group Inc

Filed Apr 8, 2024 · FY20230001104659-24-044674

Open on EDGAR

  1. Proposal One—Election of Directors

    Proposal One—Election of Directors Our Board has three classes of Directors, each having a three-year term. Each Director nominee is currently a member of our Board. The Board has nominated Roger C. Hochschild, Daniel J. Houston, Diane C. Nordin, and Alfredo Rivera to stand for election for three-year terms that expire in 2027. We expect that all the nominees will be able and willing to serve if elected. However, if, prior to the 2024 Annual Shareholders Meeting (the “2024 Annual Meeting”), any nominee should become unable or unwilling to serve, proxies may be voted at the 2024 Annual Meeting for another candidate nominated as a substitute by the Board, or the Board may reduce the number of Directors that constitute the Board. The Board of Directors recommends that shareholders vote “For” all the nominees for election at the 2024 Annual Meeting.

  2. Nominees for Class II Directors with Terms Expiring in 2024

    Nominees for Class II Directors with Terms Expiring in 2024

  3. Nominees for Class II Directors with Terms Expiring in 2024

    | Roger C. Hochschild Age: 59 Director Since: 2015 Committees: Finance and Nominating and Governance (Chair) | Career Highlights: Mr. Hochschild retired from Discover Financial Services, a digital banking and payment services company, after serving as the company’s President and Chief Executive Officer from 2018 until August 2023. Prior to those roles, starting in 2004, he was President and Chief Operating Officer of Discover Financial Services. Mr. Hochschild previously served as the Chief Marketing Officer of Discover Financial Services from 1998 to 2001. Prior to joining Discover, from 2001 until 2004, he served as the Chief Administrative Officer, Executive Vice President, and Chief Strategy Officer of Morgan Stanley. He served as a Senior Executive Vice President of MBNA America Bank from 1994 to 1998. Mr. Hochschild has been a Director of Chicago Public Media since 2016. Key Skills and Qualifications: Mr. Hochschild brings to the Board executive leadership experience through his service as president and chief executive officer of a large publicly traded digital banking and payment services company, as well as executive-level experience in financial services, accounting and finance, asset and investment management, retail consumer services, and technology. Education: Bachelor’s degree in economics from Georgetown University and an M.B.A. from the Amos Tuck School at Dartmouth College. Other Public Company Boards: Current: None Within Last Five Years: Discover Financial Services |

  4. Nominees for Class II Directors with Terms Expiring in 2024

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 10 |

  5. Nominees for Class II Directors with Terms Expiring in 2024

    | Daniel J. Houston Age: 62 Director Since: 2014 Committees: Executive (Chair) | Career Highlights: Mr. Houston has been Chairman, President, and Chief Executive Officer of the Company, and its wholly owned subsidiary, Principal Life Insurance Company, since 2015. He served as President and Chief Operating Officer from 2014 to 2015. Mr. Houston joined the Company in 1984 and has served in various executive leadership roles, including serving as President, Retirement, Insurance and Financial Services of the Company and Principal Life Insurance Company. Mr. Houston is past Chairman of the Board of Directors of the American Council of Life Insurers and also serves on the Board of Directors of the Iowa Business Council, Greater Des Moines Partnership, Employee Benefits Research Institute, Iowa State University Business School Dean’s Advisory Council, Partnership for a Healthier America, and Community Foundation of Greater Des Moines. Key Skills and Qualifications: Mr. Houston brings to the Board extensive executive leadership and operational expertise, global awareness, and deep talent leadership skills through his experience of leading a large global financial services public company, including leading the Company’s transformation to a global investment management leader. Education: Bachelor of Science degree from Iowa State University. Other Public Company Boards: None |

  6. Nominees for Class II Directors with Terms Expiring in 2024

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 11 |

  7. Nominees for Class II Directors with Terms Expiring in 2024

    | Diane C. Nordin Age: 65 Director Since: 2017 Committees: Audit (Chair) and Finance | Career Highlights: Ms. Nordin was a partner of Wellington Management Company, LLP, a private asset management company, from 1995 to 2011. She joined Wellington in 1991. Throughout her tenure at Wellington, she served in various executive roles and had responsibilities that included product management and client relationship management. She oversaw Wellington’s Fixed Income group, where she was responsible for approximately 20 investment approaches and 130 investors globally. Ms. Nordin served as Vice Chair of the Compensation Committee and Audit Chair of the Wellington Management Trust Company, in addition to other committee service throughout her tenure. Prior to joining Wellington, she worked at Fidelity Investments and Putnam Advisory. Ms. Nordin joined the Board of Directors of Wellington Trust Company in December 2023, and she is a Trustee of the Wellington Management Foundation Board of Trustees. Since 2016, Ms. Nordin has been a director of Antares Capital, an alternative asset manager and financing provider for private equity-backed borrowers, where she is Chair of the Compensation Committee. She has been an Emeritus Trustee of Wheaton College since 2010, where she chaired the Investment Committee and served on the Audit Committee. In 2022, Ms. Nordin was appointed as Trustee of Financial Analysts Foundation and was elected a Trustee of Financial Accounting Foundation board, an independent private organization responsible for the oversight, administration, and finances of FASB and GASB, serving on the Appointments and Oversight Committees. From 2016 until 2022, she served as a governor of the CFA Institute, where she was the Chair of the Board of Governors, as well as the Chair of Audit, Risk, and Nominations Committees. She also served as a member of CFA’s Risk, Executive, and People and Culture Committees and Chair of the Governance Committee. Ms. Nordin serves on the New York State Common Fund Investment Advisory Committee in a pro bono capacity. She previously served as a Board member, Executive and Compensation Committee member, and Investment Committee Chair of the Appalachian Mountain Club, the oldest conservation organization in the United States. Key Skills and Qualifications: Ms. Nordin brings to the Board executive leadership experience, including through her service as a partner of an asset management firm, as well as executive-level experience in financial services, accounting and finance, international operations, marketing, product development, risk management, and strategic planning. Education: Bachelor’s degree from Wheaton College (MA) and is a Chartered Financial Analyst. Other Public Company Boards: Fannie Mae (Vice Chair of the Board, member of the Audit Committee and Chair of the Compensation Committee). |

  8. Nominees for Class II Directors with Terms Expiring in 2024

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 12 |

  9. Nominees for Class II Directors with Terms Expiring in 2024

    | Alfredo Rivera Age: 62 Director Since: 2020 Committees: Audit and Human Resources | Career Highlights: Mr. Rivera is the retired President of the North America Operating Unit of The Coca-Cola Company, a global total beverage company. Mr. Rivera served in this role from 2020 until December 2022 and served as a Senior Advisor from December 2022 until his retirement in March 2023. He helped lead The Coca-Cola Company’s transformation to emerge stronger as a total beverage company, enabled by a globally networked organization. Mr. Rivera joined The Coca-Cola Company in 1997 and served in various executive leadership roles, including serving as President, Latin America from 2016 to 2020 and President, Latin Center Business Unit from 2013 to 2016. Mr. Rivera was a director of the Coca-Cola Hellenic Bottling Company from 2018 to 2021. Key Skills and Qualifications: Mr. Rivera brings to the Board executive leadership experience through his service in executive leadership roles in a large global operations of a public company, as well as executive-level experience in accounting and finance, retail consumer, executive compensation, human resources and talent management, marketing, strategic planning, and sustainability/ESG. Education: Bachelor’s degree and M.B.A. from the University of Southern Mississippi and completed the Advanced Management Program at Harvard Business School. Other Public Company Boards: None |

  10. Nominees for Class II Directors with Terms Expiring in 2024

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 13 |

  11. Continuing Class III Directors with Terms Expiring in 2025

    Continuing Class III Directors with Terms Expiring in 2025

  12. Continuing Class III Directors with Terms Expiring in 2025

    | Blair C. Pickerell Age: 67 Director Since: 2015 Committees: Finance and Nominating and Governance | Career Highlights: Mr. Pickerell was Head of Asia of Nikko Asset Management from 2010 to 2014 and served as its Chairman, Asia from 2014 to 2015. From 2007 to 2010, he was Chief Executive Officer, Asia, at Morgan Stanley Investment Management. Mr. Pickerell has also served as Chief Executive, Asia Pacific, of HSBC Asset Management and as Chairman of Jardine Fleming Funds. His current international service includes memberships on the Supervisory Committee for the Tracker Fund of Hong Kong, the International Advisory Council of the Faculty of Business and Economics of The University of Hong Kong, and Chairman of the Harvard Business School Association of Hong Kong. Key Skills and Qualifications: Mr. Pickerell brings to the Board executive leadership experience and extensive experience in investment, asset management, and financial services industries, particularly in the Asia Pacific region, including through his service as the Asia Chairman of a large multinational investment banking firm and his service as Head of Asia of a large asset management firm. He also brings to the Board executive-level experience in accounting and finance, product development, risk management, and strategic planning. He is fluent in Mandarin Chinese. Education: Bachelor’s and master’s degrees from Stanford University and an M.B.A. from Harvard Business School. Other Public Company Boards: Current: Link Real Estate Investment Trust (Nomination Committee and Chair of the Remuneration Committee); Dah Sing Banking Group Limited (Chair of the Risk Management and Compliance Committee and a member of the Audit Committee); First Pacific Company Limited (Finance and Corporate Governance Committees). Within Last Five Years: Dah Sing Financial Holdings Limited. | | Clare S. Richer Age: 65 Director Since: 2020 Committees: Audit, Finance (Chair) and Executive | Career Highlights: Ms. Richer was Chief Financial Officer of Putnam Investments, a global asset management firm (now part of Franklin Templeton), from 2008 to 2017. Prior to joining Putnam, Ms. Richer held several roles at Fidelity Investments from 1983 to 2008. Ms. Richer is a member of the Board of Directors of State Street Global Advisors SPDR ETF Funds. She is also a Trustee of the University of Notre Dame, serving as a member of the Compensation, Investment Finance, and Executive Committees. She served on the Board of Directors of the Alzheimer’s Association, MA/NH chapter. Key Skills and Qualifications: Ms. Richer brings to the Board extensive executive leadership experience, including through her service as a chief financial officer of a global asset management firm. She also brings to the Board executive-level experience in accounting and finance, product development, risk management, strategic planning, and technology. Education: B.B.A. from University of Notre Dame. Other Public Company Boards: Bain Capital Specialty Finance Inc. (member of the Audit, Compensation, and Nominating/Governance Committees). |

  13. Continuing Class III Directors with Terms Expiring in 2025

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 14 |

  14. Continuing Class III Directors with Terms Expiring in 2025

    | H. Elizabeth Mitchell Age: 62 Director Since: 2022 Committees: Audit and Finance | Career Highlights: Ms. Mitchell was Chief Executive Officer of Renaissance U.S. Inc., and its predecessor Platinum Underwriters Reinsurance Inc., from 2007, and the company’s President from 2005 until her retirement in 2016. Prior to those roles, she served in various executive leadership roles at the company and at other firms, including serving as an Advisor to Hudson Structured Capital Management since 2018. Ms. Mitchell served as the non-executive Chair of Weston Insurance Company from 2020 until 2022. Ms. Mitchell is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries. She is also a National Association of Corporate Directors (NACD) Certified Director. Key Skills and Qualifications: Ms. Mitchell brings to the Board executive leadership experience through her service as a chief executive officer of a global provider of reinsurance and insurance. She also brings to the Board executive-level experience in asset management, financial services, accounting and finance, strategic planning, sustainability/ESG, and technology. Education: Bachelor’s degree from the College of the Holy Cross and CERT Certificate in Cyber Security Oversight from Carnegie Mellon University. Other Public Company Boards: Current: Selective Insurance Group (Chair of the Audit Committee). Within Last Five Years: StanCorp Financial Corp. |

  15. Continuing Class I Directors with Terms Expiring in 2026

    Continuing Class I Directors with Terms Expiring in 2026

  16. Continuing Class I Directors with Terms Expiring in 2026

    | Jonathan S. Auerbach Age: 61 Director Since: 2019 Committees: Finance and Nominating and Governance | Career Highlights: Mr. Auerbach was Executive Vice President, Chief Strategy, Growth and Data Officer of PayPal Holdings, Inc., a financial technology company, from 2015 until 2023. He led PayPal’s global strategy, acquisitions, partnerships, advanced analytics and data science, growth marketing, and corporate affairs teams. Mr. Auerbach also served as a strategic advisor to PayPal’s operations in China and was responsible for the company’s Blockchain, Crypto and Digital Currencies business unit and chaired PayPal’s Operating Group. Prior to joining PayPal, Mr. Auerbach was Chief Executive Officer of SingTel’s Group Digital Life from 2013-2014 and spent over 26 years with McKinsey & Company, serving in a variety of executive roles in Asia and North America, including leading the Asian Telecommunications, Media and Technology Practice, the Singapore Office, and Southeast Asia Region, and the North American High-Tech Practice. Mr. Auerbach serves on the Board of Directors of the National Committee on U.S.-China Relations and is a member of the Council of Foreign Relations. Key Skills and Qualifications: Mr. Auerbach brings to the Board executive leadership experience through his service as an executive vice president of a financial technology company, as well as executive-level experience in international operations, financial services, marketing, product development, risk management, strategic planning, sustainability/ESG, and technology. Education: Bachelor’s degree from Dartmouth College, and a B.A. and M.A. from Oxford University. Other Public Company Boards: None. |

  17. Continuing Class I Directors with Terms Expiring in 2026

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 15 |

  18. Continuing Class I Directors with Terms Expiring in 2026

    | Mary E. “Maliz” Beams Age: 68 Director Since: 2021 Committees: Audit and Finance | Career Highlights: Since December 2022, Ms. Beams has been the Chief Executive Officer of the Long-Term Stock Exchange, a national securities exchange registered with the SEC. She previously served as the Chief Executive Officer of Retirement Solutions at Voya Financial Inc. from 2011 until 2015. Prior to joining Voya, Ms. Beams served in various executive leadership roles, including serving as President and Chief Executive Officer of TIAA-CREF Individual & Institutional Services, LLC from 2004 to 2010, Senior Managing Director of Fleet Investment Advisors, Inc. from 1993 to 1997, Senior Vice President of Retail Banking of Citibank from 1984 to 1988, and Director of the Consumer Card Group of American Express Company from 1988 to 1993. Ms. Beams currently serves as a member of the Global Advisory Board of Salesforce and was a former Counselor of the Department of State. Key Skills and Qualifications: Ms. Beams brings to the Board executive experience, including through her service as a chief executive officer of a retirement services solutions business unit of a health, wealth and investment management public company. She also brings to the Board executive-level experience in financial services, asset and investment management, accounting, international operations, products development, risk management, strategic planning, sustainability/ESG and technology. Education: Bachelor’s degree in English from Boston College, a Certificate of Special Studies in Strategic Planning from Harvard University, and an M.B.A. in Marketing and Finance from Columbia University. Other Public Company Boards: Current: None. Within Last Five Years: BrightSphere Investment Group, Inc. (Audit and Compensation Committees). |

  19. Continuing Class I Directors with Terms Expiring in 2026

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 16 |

  20. Continuing Class I Directors with Terms Expiring in 2026

    | Jocelyn Carter-Miller Age: 66 Director Since: 1999 (Principal Life), 2001 (the Company) Committees: Human Resources (Chair), Nominating and Governance and Executive | Career Highlights: Since 2005, Ms. Carter-Miller has been President of TechEd Ventures, a consulting and management firm that develops and markets high-performance educational and personal empowerment programming. From 2002 until 2004, she served as Executive Vice President and Chief Marketing Officer of Office Depot, Inc. and was responsible for the company’s marketing for its 846 superstores, contract, catalog, and e-commerce businesses in the United States and Canada and operations in 15 other countries. Before joining Office Depot, Ms. Carter-Miller was Corporate Vice President and Chief Marketing Officer of Motorola, Inc. with overall responsibility for marketing across the company’s $30 billion revenue base and diverse businesses. She also had general management responsibility for Motorola’s network operations in Latin America, Europe, the Middle East and Africa. Prior to joining Motorola, she was Vice President of Marketing and Product Development at Mattel, Inc. Ms. Carter-Miller serves on the Board of Directors of nonprofit organizations, including The National Association of Corporate Directors. She was a former President of the League of Women Voters of Broward County. Ms. Carter-Miller is an NACD Directorship 100 recipient and has been recognized as a Savoy Most Influential Black Corporate Directors and a Director & Boards Director to Watch. Key Skills and Qualifications: Ms. Carter-Miller brings to the Board executive leadership experience, as well as experience in marketing, brand management, and international operations, including through her service as executive vice president of a publicly traded company that provides products, supplies, and technology solutions. She also brings to the Board executive-level experience in accounting and finance, executive compensation, human resources and talent management, leadership development and training, risk management, product development, strategic planning, sustainability/ESG, and technology. Education: Bachelor’s degree in accounting from the University of Illinois and an M.B.A. in Finance and Marketing from the University of Chicago. She also has passed the certified public accountant examination. Other Public Company Boards: Current: Arlo Technologies, Inc. (Audit Committee, Chair of Compensation Committee); The Interpublic Group of Companies, Inc. (Audit and Executive Committees, Corporate Governance and Social Responsibility Chair); Backblaze, Inc. (Compensation Committee Chair, Audit Committee member, and Nomination and Governance Committee member). Within Last Five Years: Netgear, Inc. (Audit and Compensation Committees). |

  21. Continuing Class I Directors with Terms Expiring in 2026

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 17 |

  22. Continuing Class I Directors with Terms Expiring in 2026

    | Scott M. Mills Age: 55 Director Since: 2016 Lead Director since 2020 Committees: Audit, Human Resources and Executive | Career Highlights: Mr. Mills has been President and Chief Executive Officer of BET Media Group, an American entertainment company, since 2021. Prior to that role, he served as President of BET Networks from 2018 through 2021. From 2015 through 2017, Mr. Mills served as Executive Vice President and Chief Administrative Officer of Viacom, Inc., a former multinational mass media conglomerate. He served as Executive Vice President of Human Resources and Administration of Viacom from 2012 to 2015. Mr. Mills previously served as President and Chief Operating Officer, Chief Financial Officer and President of Digital Media of Viacom’s BET Networks unit. Prior to joining BET, he worked in investment banking and served as Deputy Treasurer for the City of Philadelphia. Key Skills and Qualifications: Mr. Mills brings to the Board executive leadership experience and investment management experience through his service as a chief executive officer of an entertainment company and his prior work in asset and investment management. He also brings to the Board executive-level experience in accounting and finance, executive compensation, human resources and talent management, marketing, product development, strategic planning, and technology. Education: Bachelor’s degree in economics from the Wharton School of the University of Pennsylvania. Other Public Company Boards: None. | | Claudio N. Muruzabal Age: 63 Director Since: 2021 Committees: Human Resources and Nominating and Governance | Career Highlights: Mr. Muruzabal has served as the Chief Business Officer of SAP, a global software company, since February 1, 2024. He joined SAP in 2015, serving as President, Latin America and Caribbean from 2015 until 2020, President of SAP EMEA South and Chairman of SAP Latin America & Caribbean from 2020 until 2022, and President of SAP Cloud Success Services from 2022 until January 2024. Prior to joining SAP, he served as Chief Executive Officer of NEORIS for 10 years, transforming the Latin American start-up company into a global management and information technology consulting business. Mr. Muruzabal also previously served as Vice President of Teradata Corporation in Latin America and the Caribbean and worked at NCR Corporation for over 20 years, where he held various senior executive positions. Mr. Muruzabal has been recognized consecutively from 2016 to 2023 with the HITEC 50 Award, as one of the top 50 most influential and notable Hispanic Professionals in the information technology industry. In 2019, he was recognized by the Council of the Americas organization with the “Technology Leader of the Year” Bravo Award. Key Skills and Qualifications: Mr. Muruzabal brings to the Board executive leadership experience and technology and international operations experience, including through his service as president and chairman of various business units of a publicly traded multinational software company. He also brings to the Board executive-level experience in accounting and finance, marketing, product development, strategic planning, and sustainability/ESG. Education: Bachelor’s degree from the Catholic University of Argentina with double major in Business Administration and Accounting, and Global Executive M.B.A. from The Fuqua School of Business at Duke University. Other Public Company Boards: None. |

  23. Continuing Class I Directors with Terms Expiring in 2026

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 18 |

  24. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Our Directors serve on the Boards of Principal Financial Group, Inc., Principal Life Insurance Company, and Principal Financial Services, Inc. The Company provides competitive compensation to attract and retain high-quality, non-employee Directors. A substantial proportion of non-employee Director compensation is provided in the form of equity to help align their interests with the interests of our shareholders. Mr. Houston, our Chairman, President, and Chief Executive Officer, does not receive additional compensation for his service on the Board. The Nominating and Governance Committee, comprised solely of independent directors, has primary responsibility for our non-employee compensation program. The Committee works with the Board’s independent compensation consultant in administering the program. During 2023, Compensation Advisory Partners conducted an annual comprehensive review and assessment of non-employee Director compensation. The Company targets non-employee Director compensation at approximately the median of the peer group used for executive compensation comparisons (“Peer Group”) (see page 39), which aligns with its Executive compensation philosophy. As a result of Compensation Advisory Partners’ November 2023 review and the Committee’s discussion, the grant date fair value of the Directors’ annual Restricted Stock Unit (“RSU”) retainer increased from $185,000 to $200,000. These changes position our Directors’ compensation at the median Company’s Peer Group.

  25. Compensation of Non-Employee Directors

    | Annual Cash Retainers1 (Effective November 20, 2023) | | | Board | $115,000 | | Audit Committee Chair | $35,000 | | Human Resources Committee Chair | $25,000 | | Finance Committee Chair | $35,000 | | Nominating and Governance Committee Chair | $25,000 | | Other Committee Chairs | $10,000 | | Lead Director | $50,000 | | Annual Restricted Stock Unit Retainer2 | $200,000 |

  26. Compensation of Non-Employee Directors

    1 Paid in two semiannual payments, in May and November, on a forward-looking basis. Grants are made at the time of the annual meeting.

  27. Compensation of Non-Employee Directors

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 28 |

  28. Fees Earned by Non-Employee Directors in 2023

    | Name | Fees Earned or Paid in Cash | Stock Awards1 | Total | | Jonathan S. Auerbach | $115,000 | $184,965 | $299,965 | | Mary E. “Maliz” Beams | $115,000 | $184,965 | $299,965 | | Jocelyn Carter-Miller | $140,000 | $184,965 | $324,965 | | Michael T. Dan2 | $57,500 | $0 | $57,500 | | H. Elizabeth Mitchell | $115,000 | $184,965 | $299,965 | | Roger C. Hochschild | $140,000 | $184,965 | $324,965 | | Scott M. Mills | $165,000 | $184,965 | $349,965 | | Claudio N. Muruzabal | $115,000 | $184,965 | $299,965 | | Diane C. Nordin | $150,000 | $184,965 | $334,965 | | Blair C. Pickerell | $115,000 | $184,965 | $299,965 | | Clare S. Richer | $150,000 | $184,965 | $334,965 | | Alfredo Rivera | $115,000 | $184,965 | $299,965 |

  29. Our Compensation Principles

    | Attract and retain talented executives, and motivate them to perform at the highest level and contribute significantly to the Company’s long-term success. |

  30. Compensation Policies

    | Emphasis on Variable Compensation. Most compensation paid to our Named Executive Officers is variable and at risk, linked to meeting our short-term and long-term financial and strategic goals and to the performance of the Company’s stock over time. |

  31. Compensation Policies

    | Minimum Vesting Period. The Principal Financial Group, Inc. 2021 Stock Incentive Plan provides equity governance enhancements including a minimum one-year vesting requirement on equity awards and a prohibition on share recycling (i.e., shares withheld for tax purposes will not be added back into the share reserve). |

  32. Compensation Policies

    | Market Severance Protection. Executives are eligible for market-based severance protection under The Principal Financial Group, Inc. Executive Severance Plan if they are terminated because of layoffs, position elimination, or similar reasons. |

  33. Compensation Policies

    | No Repricing of Stock Options. Principal has not repriced underwater stock options and will not do so without shareholder approval. |

  34. 2023 Company Performance Highlights

    2023 Company Performance Highlights The previous year was a great one for Principal, delivering on our ambitious outlook for the enterprise despite some macroeconomic headwinds, including geopolitical events and global inflation, which resulted in elevated market and interest rate volatility and increased allocations to cash and cash equivalents. Margins across the enterprise remained strong as we took actions to reduce expenses to align with revenue while investing for growth and increasing scalability. In 2023, Principal reported $623 million of net income attributable to Principal Financial Group, or $2.55 per diluted share. Reported net income attributable to Principal Financial Group included an unfavorable impact from exited business, which is non-economic and driven by the change in the fair value of the funds withheld embedded derivative. This does not impact our capital or free cash flow and can be very volatile. Non-GAAP operating earnings2 was $1.6 billion, or $6.55 per diluted share3 (EPS)—a 3% increase in reported EPS compared to 2022. At the end of the year, we reported $695 billion of assets under management (AUM) managed by Principal, a 9% increase from 2022, and $1.6 trillion of assets under administration (AUA), which includes AUM. Our diversified and integrated business model continued to prove resilient and delivered strong results in 2023. Our strong capital position and free capital flow conversion reflect actions we took to increase capital efficiency and enabled us to deliver on our capital deployment strategy—investing for growth in our businesses and returning more than $1.3 billion of capital to shareholders through share repurchases and common stock dividends. We are in a strong position to drive long-term growth for our shareholders through our growth drivers of retirement, asset management, and benefits and protection. 2 Non-GAAP operating earnings is defined as Net income attributable to PFG less Net realized capital gains (losses), as adjusted less Income (loss) from exited business. See non-GAAP financial measure reconciliations in Appendix B. 3 Non-GAAP operating earnings per diluted share. Non-GAAP return on equity (“ROE”) is defined as non-GAAP operating earnings divided by average stockholders’ equity available to common stockholders excluding cumulative change in fair value of funds withheld embedded derivative and accumulated other comprehensive income other than foreign currency translation adjustment.

  35. 2023 Compensation Highlights

    | Compensation Component | Objective | Description and 2023 Highlights | | Base Salary | Provides fixed income based on the size, scope, and complexity of the Named Executive Officers’ role, performance, and relative position compared to market pay information. | In 2023, the Committee increased certain Named Executive Officers’ base salaries, as detailed on page 41. | | Annual Incentive (“PrinPay”) Compensation | Motivates and rewards overall corporate objectives as well as the Named Executive Officers’ contribution to achieving our annual objectives. | A range of earnings opportunities, expressed as a percentage of base salary, is established for each Named Executive Officer. Actual bonuses depend on individual employee results and overall Company performance and profitability. Company performance and profitability are measured by performance to goals on Non-GAAP Operating Earnings, Customer Driven Revenue Growth Metrics, Diversity Index Score, and a Free Capital Flow modifier. Details of the program are outlined on pages 41 to 44. Based on the Committee’s assessment of our 2023 PrinPay score, the Named Executive Officers earned bonuses at 85% of target, with individual modifiers ranging between 95% and 110%, as detailed on page 42 to 44. | | Long-Term Incentive Compensation | Motivates and rewards long-term corporate performance as well as the Named Executive Officers’ contribution to achieving our long-term objectives. Reinforces the link between the interests of the Named Executive Officers and shareholders. Encourages retention. | Each year, the Human Resources Committee establishes the long-term award opportunity for each Named Executive Officer. Through 2021, one half of the award was granted in stock options and the other half in PSUs. Commencing in 2022, awards are granted 70% in PSUs and 30% in time-based RSUs. PSUs are intended to incentivize participants to deliver on the Company’s defined financial goals. The value to participants varies based on the degree of achievement against those goals. PSUs typically have a three-year performance period and are measured on 50% average non-GAAP ROE and 50% Operating Margin1. Through 2021, the non-GAAP ROE portion of the award was also subject to a non-GAAP Book Value per Share threshold. Commencing in 2022, PSUs are subject to a Relative Total Shareholder Return2 (“RTSR”) metric with a range of 80% to 120%. We believe these are important metrics because Operating Margin measures profitability across our businesses, and non-GAAP ROE measures our efficiency in managing capital. Non-GAAP ROE is also a key measure for our shareholders. Time-based RSUs are intended to align participants with the Company’s long term value appreciation. RSUs have a three-year cliff vesting. | | | | Details of the program are outlined on pages 44 to 46. |

  36. 2023 Compensation Highlights

    | Compensation Component | Objective | Description and 2023 Highlights | | Benefits | Protects against catastrophic expenses and provides retirement savings opportunities. | Our Named Executive Officers participate in most of the same benefit plans as the Company’s other U.S.-based employees, including health, life, disability income, vision and dental insurance, an employee stock purchase plan, 401(k) plan, and pension plan. Certain of the Named Executive Officers also participate in non-qualified retirement plans (defined benefit and defined contribution). Mr. Halter participated in the pension and non-qualified plans prior to 2010, when changes were made to eliminate these programs for investment professionals. | | Perquisites | Modest additional benefits to help attract and retain Executive talent and enable Named Executive Officers to focus on Company business with minimal disruption. | Named Executive Officers are eligible for one physical examination per year, business spousal travel, and gifts of nominal value given to all sales conference attendees. The Human Resources Committee approved the ability of Named Executive Officers to participate in Principal Asset Management investment products on a reduced or no-fee basis. The Human Resources Committee also approved our CEO’s use of our corporate aircraft for limited personal travel. | | Termination Benefits | Provides temporary income following a Named Executive Officer’s involuntary termination of employment, and, in the case of a change of control, helps ensure the continuity of management through the transition. | A discussion of our change of control and separation benefits is on pages 59-62. These benefits do not include excise tax gross ups. |

  37. The Role of the Independent Compensation Consultant and Interaction with Management

    The Role of the Independent Compensation Consultant and Interaction with Management The Human Resources Committee has the sole authority to hire, approve the compensation of, and terminate the engagement of the compensation consultant. The compensation consultant usually conducts an annual competitive review of compensation opportunities for each of the Named Executive Officers compared to the pay opportunities of similarly situated executives at the peer group companies (the “Peer Group”). A comprehensive review of compensation programs for the CEO and all of his direct reports is typically conducted every other year. In the years in which the compensation consultant does not conduct a compensation study, the Human Resources Committee makes compensation decisions—in part based on survey data provided by the Human Resources Department and input provided by the compensation consultant. The last comprehensive review of executive compensation was conducted in 2022. That review covered all aspects of the incentive program design and structure of the Company’s overall compensation program for the Named Executive Officers, including: • A competitive review of compensation opportunities for each of the Named Executive Officers compared to the pay opportunities of similarly situated executives at Peer Group companies; • An analysis to ensure that total share dilution and the economic costs of long-term incentives are reasonable and affordable for the Company; and • A comprehensive market analysis of termination-related benefits related to cash severance and equity termination provisions. The compensation consultant: • Attended eight meetings of the Human Resources Committee in 2023, as requested by the Committee Chair; and • Reviewed and commented on drafts of the Compensation Discussion & Analysis and related compensation tables for the proxy statement.

  38. Use of Compensation Data

    Use of Compensation Data The Human Resources Committee determines the Peer Group of companies it uses to compare the Named Executive Officers’ compensation as part of the compensation consultant’s biennial study. The compensation consultant recommends an appropriate Peer Group of public, similarly sized, diversified financial services, insurance, and asset management companies, considering the Company’s and the Peer Group companies’ strategy, mix of business, and size, as measured primarily by annual revenues, market capitalization, and total assets. These companies are the major competitors in one or more of the Company’s businesses, but none represent the exact business mix of the Company. Principal targets compensation for the Named Executive Officers at the median compensation of the named executive officers at the Peer Group companies. The Human Resources Committee reviewed companies in the Peer Group in 2022 as part of our biennial compensation review, and Bank of New York Mellon and State Street were added based on the size of their revenue, market capitalization, operating profit, and significant global operations relative to the Company. Manulife and SunLife were removed based on differing pay practices of Canadian companies. The Peer Group used for 2023 compensation decisions included the following companies:

  39. 2023 Executive Compensation Decisions

    2023 Executive Compensation Decisions In general, as stated above, the Company’s pay philosophy is to target the market median of the Peer Group for a Named Executive Officer’s total compensation, with actual compensation varying based on performance and tenure. The Committee made compensation decisions for the Named Executive Officers based on: • The Company’s strategic and human resources objectives; • Competitive data for the Peer Group and for a broader group of diversified financial services companies (see Appendix A for a complete list of these companies); • Corporate and individual performance on key initiatives; • Corporate performance compared to our competitors; • Economic conditions; • Retirement benefits; • The CEO’s compensation recommendations for Named Executive Officers; • Advice of the Committee’s compensation consultant; and • How the elements of compensation contribute to and interrelate with total compensation. The Committee also considers the tax and accounting consequences of each element of compensation. Following changes in the tax laws in 2017, we generally cannot deduct annual compensation paid to certain covered employees in excess of $1 million for each such employee, subject to limited grandfathered arrangements. Accordingly, these and other factors often result in compensation opportunities that will not be fully tax deductible. To attract, retain, and reward executives who help us realize our strategic initiatives and objectives, the Committee believes that it should consider all relevant factors in the design of our compensation program. While the Committee considers the tax consequences of compensation decisions, the Committee’s primary focus is designing competitive and effective compensation programs.

  40. Base Salary

    Base Salary When determining base salary for each Named Executive Officer, the Committee considers the Peer Group median for comparable executive positions, as well as the survey data referenced above, the Named Executive Officer’s performance and work experience, the importance of the position to the Company, and how difficult it would be to replace the Named Executive Officer. The table below provides the historical base salaries of the Named Executive Officers. The 2023 salary increases for Messr. Houston and Mses. Strable-Soethout and Friedrich were made to better align their compensation with the median compensation levels among our peer companies.

  41. Annual Incentive Compensation

    Annual Incentive Compensation Named Executive Officers participate in the PrinPay Plan, the Company’s broad-based annual incentive compensation plan for employees. Awards are calculated based on eligible earnings during the plan year. The PrinPay Plan links annual incentive pay to individual employee results and overall Company performance and profitability as measured by: • Non-GAAP operating earnings: Non-GAAP operating earnings is revenue less expenses and taxes. It continues to be a primary indicator of our organization’s financial performance. • Customer revenue growth: This metric focuses on revenue growth from customer-driven actions rather than market/macro conditions. • Managed net cash flow: This metric represents net cash flows (deposits less withdrawals) we’re managing within Principal. Managed net cash flow can contribute to customer growth and, if positive, increases assets under management. • Diversity index: The metrics included in the diversity index contribute to our ability to create a more diverse, equitable, and inclusive workforce, culture, and supplier base. Specific measures cover: hiring, promotion, and turnover rates; supporting and participating in employee resource groups and other inclusion-related learning opportunities and events; benchmarking; supplier diversity; and new employee education and awareness. Free capital flow payout ratio: Used as a modifier, free capital flow payout as a ratio to net income is an indicator of using capital wisely to drive growth and be seen as an industry leader in driving shareholder value. Free capital flow is the capital generated by each business operation that flows to the enterprise and enables organic reinvestment for growth and external deployment to drive shareholder value.

  42. Annual Incentive Compensation

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 41 |

  43. Annual Incentive Compensation

    After establishing the Company score, an employee’s individual performance is assessed to determine the individual performance score. The Company performance component emphasizes the importance of overall corporate results. The Human Resources Committee may also consider factors that could not have been anticipated when corporate goals were established and adjust the corporate score up or down. The Committee set and approved the following target awards for our Named Executive Officers in 2023:

  44. Target Annual Incentive Percentages (as a percentage of base salary)

    Target Annual Incentive Percentages (as a percentage of base salary)

  45. Target Annual Incentive Percentages (as a percentage of base salary)

    | Named Executive Officer | 2023 | | Houston | 375% | | Strable-Soethout | 200% | | Halter | 450% | | Friedrich | 200% | | Agrawal | 150% |

  46. Target Annual Incentive Percentages (as a percentage of base salary)

    In establishing the target award opportunity for Messrs. Houston and Halter, and Mses. Strable-Soethout and Friedrich, the Committee considered the median incentive targets for comparable executive positions in the Peer Group companies, as well as the survey data referenced above. The Committee considered internal equity when establishing Mr. Agrawal’s target award opportunity.

  47. Final Annual Incentive Pay Award Determination

    Final Annual Incentive Pay Award Determination In determining final awards for PrinPay participants, the Committee uses the following approach: Step 1: Review the PrinPay performance measures and modifier results compared to PrinPay Plan goals to determine initial award payout.

  48. Final Annual Incentive Pay Award Determination

    | Performance Measures | Threshold | Target | Maximum | Actual 2023 Performance | | Adjusted1 Non-GAAP Operating Earnings ($Mil.) | $1,200 | $1,600 | $2,000 | $1,608 | | Customer Driven Growth Metrics | | | | | | Customer revenue growth | 0% | 2.5% | 3.8% | 1.2% | | Managed net cash flow ($Bil.) | $0 | $8.4 | $12.6 | $(9.4) | | Diversity index scores | 90% | 100% | 110% | 105% |

  49. Final Annual Incentive Pay Award Determination

    1 Adjusted Non-GAAP Operating Earnings for the annual actuarial assumption review (AAR). This is in line with past practices as AAR impacts can cause significant volatility and are not necessarily reflective of ongoing financial performance

  50. Final Annual Incentive Pay Award Determination

    | Performance Modifier | Threshold | Target | Maximum | Actual 2023 Performance | | Free Capital Flow | <40% | 75-90% | 75-90% | 85% |

  51. Final Annual Incentive Pay Award Determination

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 42 |

  52. Final Annual Incentive Pay Award Determination

    Step 2: Determine final PrinPay Company score based on a review of performance against goals across multiple dimensions. Step 3: Determine the individual performance modifier as shown below:

  53. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The long-term incentive compensation program is designed to align the interests of our Named Executive Officers and shareholders. A Named Executive Officer’s compensation reflects the degree to which multi-year financial objectives are achieved and shareholder value is increased. Our retirement, life insurance, and asset management products support our clients’ needs throughout different phases of their lifetimes, which is why the long-term focus of the compensation programs is particularly important. The long-term incentive compensation program also encourages collaboration among Named Executive Officers in pursuing Company-wide goals.

  54. Long-Term Incentive Compensation

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 44 |

  55. Long-Term Incentive Compensation

    When determining long-term incentive awards for the Named Executive Officers, the Committee primarily considers competitive market levels based on Peer Group and survey data, as well as the advice of its independent compensation consultant. The Committee also uses the following factors in determining a Named Executive Officer’s award (“Award Granted”): The Named Executive Officer’s performance; • The importance of the Named Executive Officer to the Company over the long term; • The potential impact the Named Executive Officer could have on the Company’s results; • The Named Executive Officer’s performance relative to their peers within the Company; • Company performance compared to our competitors; • Retention concerns; and • Tenure in role. The compensation the Named Executive Officers ultimately receive may vary considerably from the grant date fair value of the Award Granted, due to the Company’s performance and changes in share price that occur after the grant.

  56. Long-Term Incentive Compensation

    | 2023 Long-Term Incentive Grant | | | Named Executive Officer | Award Granted | | Houston | $9,450,000 | | Strable-Soethout | $3,278,250 | | Halter | $2,587,500 | | Friedrich | $2,341,500 | | Agrawal1 | $3,962,500 |

  57. Long-Term Incentive Compensation

    In 2023, the Named Executive Officers’ long-term compensation was granted in the form of 70% PSUs and 30% time-based RSUs. The awards granted were based on the Named Executive Officer’s performance and compensation compared to pay opportunities of similarly situated executives at the Peer Group companies. PSUs entitle a Named Executive Officer to earn shares of Common Stock if certain performance levels are achieved. The Committee uses time-based RSUs to increase retention aspects of the long-term incentive program. The weighting is not based on a specific formula or algorithm and is intended to create a balance between the achievement of specific operating objectives and retention. Time-based RSUs have a three-year cliff vesting. Dividend equivalents become additional RSUs, which vest and are converted to Common Stock at the same time and to the same extent as the underlying RSU. For PSUs, after a threshold non-GAAP ROE or Operating Income goal is achieved or exceeded2 , PSUs vest based on continued service and achieving an average non-GAAP ROE and Operating Margin, each weighted 50%, typically over a three-year period (with each three-year period treated as a “Performance Cycle”). For the 2021-2023 performance cycle, a two-year performance period was approved by the Committee due to accounting changes that may have significant impact on our reported results. The accounting change was originally going to impact our 2022 results, but the implementation was delayed by the FASB until 2023. As a result, we have reverted to a full three-year performance cycle for awards in 2022 and beyond. 1 Mr. Agrawal received an RSU award that settles in cash to replace compensation forfeited from his prior employer and a pro-rated award based on his start date. 2 For the 2023 PSUs, the performance threshold is met if either of the following goals is met: • Three-year average non-GAAP ROE of 7.5%; or • $2 billion cumulative non-GAAP pre-tax operating income (“OI”) Non-GAAP pre-tax operating income with respect to any calendar year shall mean annual pre-tax income from the Company’s continuing operations, minus net realized capital gains (losses), minus net realized capital gains (losses) on funds withheld assets, minus change in fair value of funds withheld embedded derivative. Average non-GAAP ROE was selected because it reflects the efficient use of Company capital in generating profits. Average operating margin was selected as a measure because it is common among asset management peers and reflects the efficient use of Company expenditures in generating profits. See non-GAAP financial measure reconciliations in Appendix B.

  58. Long-Term Incentive Compensation

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 45 |

  59. Long-Term Incentive Compensation

    Named Executive Officers may defer the receipt of PSUs.

  60. Long-Term Incentive Compensation

    | 2023-2025 PSU Performance Cycle | | | | | Performance Level | Threshold Award | Target Award | Maximum Award (150% of Target) | | Payout (% of Target)1 | 50% | 100% | 150% | | Average Non-GAAP ROE | 7.6% | 13.2% | 17.2% | | Operating Margin | 14.3% | 28.5% | 37.1% |

  61. Long-Term Incentive Compensation

    | If neither the non-GAAP ROE nor the OI threshold performance objective is met, no PSUs will be earned or paid out. |

  62. Long-Term Incentive Compensation

    Relative Total Shareholder Return (“RTSR”) metric: If the Company’s RTSR is in the top quartile, the result will be multiplied by 1.2. If the Company’s RTSR is in the bottom quartile, the result will be multiplied by 0.8. If the Company’s RTSR is between the 25th and 75th percentiles, the result will be multiplied by 1.0. The PSUs granted in 2023 for the 2023-2025 Performance Cycle will vest based on performance scales for three-year average non-GAAP ROE and Operating Margin over the performance period, each weighted 50%. Payout will be modified based on a three-year relative Total Shareholder Return metric. For the 2023-2025 Performance Cycle, PSUs will vest at the end of the three-year Performance Cycle, subject to continued employment or service.

  63. Timing of Stock Awards and Other Equity Incentives

    Timing of Stock Awards and Other Equity Incentives Annual grants of PSUs and time-based RSUs for the Named Executive Officers are determined by the Committee at its February meeting, which occurs following the release of the prior year’s results. The Committee’s equity grant policy ensures that the grant date for all time-based RSUs and other stock-based awards will never be earlier than the date of approval. The grant date for the awards to the Named Executive Officers is the date of approval by the Committee.

  64. Change of Control and Separation Pay

    Change of Control and Separation Pay The Committee believes it is in the best interests of the Company and its shareholders to: • Assure that Principal will have the continued service of its Named Executive Officers; • Reduce the distraction of the Named Executive Officers that would result from the personal uncertainties caused by a pending or threatened Change of Control; • Encourage the Named Executive Officers’ full attention and dedication to Principal; and • Provide the Named Executive Officers with compensation and benefits upon a termination related to a Change of Control that are competitive with those of similar businesses. For these reasons, we have entered into Change of Control Employment Agreements with each of the Named Executive Officers. These agreements help align the financial interests of management with the Company, particularly when an acquisition would result in termination of the Named Executive Officer’s employment. These Change of Control Employment Agreements are based on market practice and do not affect other components of the Named Executive Officers’ compensation. When entering into these agreements, the Committee reviewed survey data and practices of other public insurance and financial services companies. The Committee continues to review market practices in this area for potential changes in these agreements. All benefits provided to the Named Executive Officers upon a Change of Control are paid after both a Change of Control and Qualifying Termination of employment have occurred (sometimes referred to as a “double trigger”), except that the then current value of the Named Executive Officer’s Excess Plan and NQDB will be paid upon a Change of Control to ensure that the value of those plans is not reduced if the Company is sold. These agreements do not provide excise tax gross ups. See pages 59-62 for details. As noted on page 38, the Committee worked with the independent compensation consultant on a comprehensive market analysis of termination-related benefits related to our Executive Severance Plan, which provides benefits to the Named Executive Officers whose employment is terminated by the Company due to a reorganization or reduction in the workforce. Additional payments may be permitted in some circumstances as a result of negotiations with the Named Executive Officers, particularly when the Company requests additional covenants from the Named Executive Officers. See page 59 for details regarding benefits under the Executive Severance Plan.

  65. Hedging and Pledging Policy

    Hedging and Pledging Policy The Company prohibits all employees, including the Named Executive Officers, from purchasing any Company securities on margin (except for exercising stock options); engaging in short sales or trading in any put or call options; and purchasing, directly or indirectly, any financial instrument (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that is designed to hedge or offset any decrease in the market value of Company securities. We also prohibit our Board and those employees subject to Section 16 reporting requirements, including our Named Executive Officers, from directly or indirectly pledging, hypothecating, or otherwise encumbering Company securities as collateral for indebtedness. This includes, but is not limited to, holding Company securities in a margin account and pledging Company securities as collateral for a loan. This does not apply to the exercise of employee stock options.

  66. Risk Assessment of Employee Incentive Plans

    Risk Assessment of Employee Incentive Plans The Human Resources Compensation Department and the chief risk officers in the business units annually conduct a review and analysis of the Company’s employee incentive compensation plans to determine whether the plans are reasonably likely to have a material adverse effect on the Company and review their processes and conclusions with the Chief Risk Officer. The following factors, among others, are assessed: • Plan design; • Performance metrics and quality of goal setting; • Administrative procedures, including governance practices; • Plan compliance, communications, and disclosures; • Potential risks created by the plans; • Risk control factors and their effectiveness; and • Inherent and residual risk ratings. Some key factors that mitigate risks to the Company related to its incentive plans are the Company’s stock ownership guidelines for the Named Executive Officers, mandatory and discretionary compensation recovery policies, the anti-hedging policy, and the Human Resources Committee’s ability to exercise its judgment in evaluating the quality of performance achievements when determining earned compensation. A summary of the assessment process and conclusions is reviewed annually with the Committee. Based on this review, the Company has determined each year that its employee incentive compensation plans are designed to encourage behaviors that create and maintain shareholder value, do not encourage excessive risk, and are not reasonably likely to have a material adverse effect on the Company.

  67. Risk Assessment of Employee Incentive Plans

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 49 |

  68. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to our Named Executive Officers for services provided to the Company and its subsidiaries during 2021, 2022 and 2023.

  69. Summary Compensation Table

    | Name and Principal Position | Year | Salary1 | Bonus | Stock Awards2,3 | Option Awards2 | Non Equity Incentive Plan Compensation4 | Changes in Pension Value and Non- Qualified Deferred Compensation Earnings5 | All Other Compensation6 | Total7 | | Daniel J. Houston, Chairman, President, and Chief Executive Officer | 2023 | $1,038,462 | $0 | $9,661,687 | $0 | $3,310,096 | $765,298 | $343,285 | $15,118,828 | | | 2022 | $1,000,000 | $0 | $8,540,764 | $0 | $3,150,000 | $598,475 | $514,910 | $13,804,149 | | | 2021 | $1,000,000 | $0 | $4,275,014 | $4,275,011 | $6,075,000 | $1,699,323 | $241,815 | $17,566,163 | | Deanna D. Strable- Soethout, Executive Vice President and Chief Financial Officer | 2023 | $720,538 | $0 | $3,351,666 | $0 | $1,224,915 | $678,864 | $131,969 | $6,107,952 | | | 2022 | $686,385 | $0 | $2,323,577 | $0 | $1,008,985 | $0 | $196,651 | $4,215,598 | | | 2021 | $657,308 | $0 | $1,008,005 | $1,008,051 | $2,236,161 | $670,792 | $110,389 | $5,690,706 | | Patrick G. Halter, President and Chief Executive Officer, Principal Asset Management | 2023 | $575,000 | $0 | $2,645,466 | $0 | $2,089,406 | $268,457 | $32,797 | $5,611,126 | | | 2022 | $575,000 | $0 | $2,665,571 | $0 | $2,064,825 | $0 | $34,980 | $5,340,376 | | | 2021 | $575,000 | $0 | $1,221,894 | $1,221,868 | $4,098,599 | $42,537 | $32,886 | $7,192,784 | | Amy C. Friedrich, President Benefits and Protection | 2023 | $661,615 | $0 | $2,393,957 | $0 | $1,237,221 | $371,034 | $74,183 | $4,738,010 | | | 2022 | $623,615 | $0 | $1,968,641 | $0 | $864,331 | $0 | $46,929 | $3,503,516 | | | 2021 | $575,769 | $0 | $709,265 | $709,303 | $1,026,021 | $511,779 | $56,471 | $3,588,608 | | Vivek Agrawal, Executive Vice President and Chief Growth Officer | 2023 | $492,788 | $0 | $3,997,598 | $0 | $796,875 | $22,395 | $14,134 | $5,323,790 |

  70. Summary Compensation Table

    1 Includes 2023 salary deferred into the qualified 401(k) Plan and the Excess Plan, as shown below (information on deferrals for 2022 was included in last year’s proxy statement):

  71. Summary Compensation Table

    | Named Executive Officer | 401(k) Employee Contribution | Excess Plan Employee Contributions | Total Employee Contributions | | Houston | $22,385 | $83,077 | $105,462 | | Strable-Soethout | $44,502a | $72,054 | $116,556 | | Halter | $16,346 | $0 | $16,346 | | Friedrich | $17,784 | $52,929 | $70,713 | | Agrawal | $21,923a | $32,692 | $54,615 |

  72. Summary Compensation Table

    a In addition to 401(k) salary deferrals, Mr. Agrawal and Ms. Strable-Soethout made voluntary after-tax contributions. 2 Amounts represent the grant-date fair value of Option awards granted in 2021, 2022, and 2023 under the ICP. Values in respect of Options, PSUs and RSUs were determined in accordance with Topic 718, and the assumptions made in calculating them can be found in Note 22 of the Notes to the Consolidated Financial Statements in Item 8 of our 2023 Form 10-K. PSUs will be earned and paid in shares of Common Stock only if performance requirements are met or exceeded. The PSUs are eligible for dividend equivalents, and the dividend equivalents are subject to the same performance requirements as the corresponding PSUs and are only earned if the performance measures are met or exceeded. The maximum payout for the 2021 PSUs is 150% of the target number of PSUs. The maximum payout for the 2022 and 2023 PSUs is 180% of the target number of PSUs. If the PSUs granted in 2023 are earned at the maximum payout, the grant date value of such PSUs would be increased by the amount shown in the following table. The table below shows the maximum payouts for the 2023 Performance Awards included in this column of the “Summary Compensation Table.”

  73. Summary Compensation Table

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 50 |

  74. Summary Compensation Table

    | Named Executive Officer | Grant Date Values Assuming Payout at Maximum | | Houston | $5,291,997 | | Strable-Soethout | $1,835,818 | | Halter | $1,449,031 | | Friedrich | $1,311,258 | | Agrawal | $875,031 |

  75. Summary Compensation Table

    The amounts shown represent annual incentive compensation awards earned in 2023 and paid in 2024 and include the following amounts deferred into the qualified 401(k) Plan and Excess Plan:

  76. Summary Compensation Table

    | Named Executive Officer | Employee Contributions on Incentive Pay | | Houston | $268,423 | | Strable-Soethout | $372,453 | | Halter | $12,385 | | Friedrich | $10,649 | | Agrawal | $54,253 |

  77. Summary Compensation Table

    5 The amounts accrued each year differ from the amount accrued in prior years due to increases in age, service, and pay. The change in pension value is also highly sensitive to changes in the interest rate used to determine the present value of the payments to be made to the executive. Assumptions underlying the determination of the amount of increase in actuarial value for both the qualified and non-qualified pension plans are disclosed on page 56. Changes in these assumptions and compensation changes will impact this value annually. There are no above-market earnings on deferred compensation. 6 All Other Compensation for the Named Executive Officers consists of the following:

  78. Summary Compensation Table

    | Named Executive Officer | Perquisites & Other Personal Benefitsa | Principal Contributions to Defined Contribution Plansb | Total | | Houston | $91,977 | $251,308 | $343,285 | | Strable-Soethout | $28,198 | $103,771 | $131,969 | | Halter | $15,922 | $16,875 | $32,797 | | Friedrich | $18,280 | $55,903 | $74,183 | | Agrawal | $0 | $14,134 | $14,134 |

  79. Summary Compensation Table

    a Represents the incremental aggregate cost to Principal for all perquisites provided during the year, including the value of an annual physical examination, business spousal travel, and gifts given to all sales conference attendees. Mr. Houston’s information includes the use of the Company’s corporate aircraft for limited personal travel. In addition, we have included director fees for Ms. Strable-Soethout and Mr. Halter for serving on the boards of certain international affiliates. b The amounts shown below are the Company’s matching contributions to the 401(k) Plan and the Excess Plan. The Excess Plan’s matching contributions are also included in the Company’s contributions in the Non-Qualified Deferred Compensation table on page 57.

  80. Summary Compensation Table

    | Named Executive Officer | 401(k) Matching Contribution Made by Principal | Excess Plan Matching Contribution Made by Principal | Total | | Houston | $16,875 | $234,433 | $251,308 | | Strable-Soethout | $16,875 | $86,896 | $103,771 | | Halter | $16,875 | $0 | $16,875 | | Friedrich | $16,875 | $39,028 | $55,903 | | Agrawal | $1,442 | $12,692 | $14,134 |

  81. Summary Compensation Table

    Sum of the total dollar value of the other columns in this table.

  82. Summary Compensation Table

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 51 |

  83. Grants of Plan-Based Awards for Fiscal Year End December 31, 2023

    Grants of Plan-Based Awards for Fiscal Year End December 31, 2023

  84. Grants of Plan-Based Awards for Fiscal Year End December 31, 2023

    | Name | Grant Date1 | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards3 | | | All Other Stock Awards: Number of Shares of Stock | Other Option Awards: Number of Securities Underlying Options4 | Exercise Price or Base Price of Option Awards ($/Sh)5 | Grant Date Fair Value of Stock and Option Awards6 | | | | Threshold | Target | Maximum2 | Threshold | Target | Maximum | | | | | | Houston | | $0 | $3,894,231 | $11,682,693 | | | | | | | | | | 02/27/2023 | | | | 14,919 | 74,594 | 134,269 | | | | $6,614,996 | | | 02/27/2023 | | | | | | | 31,969 | | | $2,835,011 | | Strable-Soethout | | $0 | $1,441,077 | $4,323,231 | | | | | | | | | | 02/27/2023 | | | | 5,175 | 25,877 | 46,579 | | | | $2,294,772 | | | 02/27/2023 | | | | | | | 11,090 | | | $983,461 | | Halter | | $0 | $2,587,499 | $7,762,498 | | | | | | | | | | 02/27/2023 | | | | 4,085 | 20,425 | 36,765 | | | | $1,811,289 | | | 02/27/2023 | | | | | | | 8,753 | | | $776,216 | | Friedrich | | $0 | $1,323,231 | $3,969,692 | | | | | | | | | | 02/27/2023 | | | | 3,697 | 18,483 | 33,269 | | | | $1,639,072 | | | 02/27/2023 | | | | | | | 7,921 | | | $702,434 | | Agrawal7 | | $0 | $937,500 | $2,812,500 | | | | | | | | | | 03/06/2023 | | | | 2,553 | 12,763 | 22,973 | | | | $1,093,789 | | | 03/06/2023 | | | | | | | 33,475 | | | $2,868,808 |

  85. Grants of Plan-Based Awards for Fiscal Year End December 31, 2023

    1 The Human Resources Committee approved 2023 RSU and PSU grants for Mr. Houston and Halter, and Mses. Strable-Soethout and Friedrich on February 27, 2023. The Human Resources Committee approved Mr. Agrawal’s pro-rated grant effective as of his March 6, 2023, start date. 2 The maximum award shown is the maximum aggregate award payable under the PrinPay Plan for the Named Executive Officers. 3 These columns reflect PSUs granted on February 27, 2023, and March 6, 2023. These PSUs will vest, if at all, according to the 2023-2025 PSU performance scale outlined on page 46, subject to continued employment through the end of the performance period. The maximum payout for the 2023 PSUs is 180% of the target number of PSUs. 4 Amounts represent the grant date fair value of the award determined in accordance with Topic 718. All assumptions made in calculating the aggregate fair value can be found in Note 22 of the Notes to the Consolidated Financial Statements included in Item 8 of our 2023 Form 10-K. 5 The per-share option exercise price is the closing price of the Common Stock on the date of grant. 6 Represents the grant date fair value of the award at target. Mr. Agrawal received a grant of 28,005 RSUs that will vest in cash on a three-year ratable schedule (12/31/2023, 12/31/2024, and 12/31/2025) to replace compensation forfeited from his former employer.

  86. Grants of Plan-Based Awards for Fiscal Year End December 31, 2023

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  87. Outstanding Equity Awards at Fiscal Year End December 31, 2023

    Outstanding Equity Awards at Fiscal Year End December 31, 2023

  88. Outstanding Equity Awards at Fiscal Year End December 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable1 | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested2 | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards Number of Unearned Shares, Units, or Other Rights That Have Not Vested3 | Equity Incentive Plan Awards, Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested4 | | Houston | 02/26/2018 | 227,275 | 0 | $63.98 | 02/26/2028 | | | | | | | 02/24/2020 | 133,990 | 0 | $51.73 | 02/24/2030 | | | | | | | 03/05/2021 | 181,877 | 90,938 | $58.68 | 03/05/2031 | | | 91,515 | $7,199,513 | | | 03/01/2022 | | | | | 38,222 | $3,006,907 | | | | | 03/07/2022 | | | | | | | 97,854 | $7,698,205 | | | 02/27/2023 | | | | | 33,090 | $2,603,206 | 77,210 | $6,074,120 | | Strable- Soethout | 02/23/2015 | 21,780 | 0 | $51.33 | 02/23/2025 | | | | | | | 02/22/2016 | 68,040 | 0 | $37.38 | 02/22/2026 | | | | | | | 02/27/2017 | 50,475 | 0 | $62.78 | 02/27/2027 | | | | | | | 02/26/2018 | 55,140 | 0 | $63.98 | 02/26/2028 | | | | | | | 02/25/2019 | 81,880 | 0 | $53.09 | 02/25/2029 | | | | | | | 02/24/2020 | 92,000 | 0 | $51.73 | 02/24/2030 | | | | | | | 03/05/2021 | 42,887 | 21,443 | $58.68 | 03/05/2031 | | | 21,578 | $1,697,572 | | | 02/28/2022 | | | | | 10,261 | $807,264 | | | | | 03/07/2022 | | | | | | | 26,275 | $2,067,080 | | | 02/27/2023 | | | | | 11,479 | $903,048 | 26,785 | $2,107,140 | | Halter | 03/05/2021 | 0 | 25,992 | $58.68 | 03/05/2031 | | | 26,157 | $1,805,070 | | | 02/28/2022 | | | | | 11,772 | $926,090 | | | | | 03/07/2022 | | | | | | | 30,142 | $2,371,310 | | | 02/27/2023 | | | | | 9,060 | $712,749 | 21,141 | $1,663,189 | | Friedrich | 02/22/2016 | 11,865 | 0 | $37.38 | 02/22/2026 | | | | | | | 02/27/2017 | 11,710 | 0 | $62.78 | 02/27/2027 | | | | | | | 02/26/2018 | 35,680 | 0 | $63.98 | 02/26/2028 | | | | | | | 02/25/2019 | 64,750 | 0 | $53.09 | 02/25/2029 | | | | | | | 02/24/2020 | 73,260 | 0 | $51.73 | 02/24/2030 | | | | | | | 03/05/2021 | 30,177 | 15,088 | $58.68 | 03/05/2031 | | | 15,183 | $1,194,467 | | | 02/28/2022 | | | | | 8,694 | $683,970 | | | | | 03/07/2023 | | | | | | | 22,261 | $1,751,304 | | | 02/27/2023 | | | | | 8,199 | $645,000 | 19,131 | $1,505,054 | | Agrawal | 03/06/2023 | | | | | 24,987 | $1,965,698 | 13,211 | $1,039,279 |

  89. Outstanding Equity Awards at Fiscal Year End December 31, 2023

    1 All options vest in three equal installments on the first, second, and third anniversaries of the grant date. Each of these options is also subject to accelerated vesting in certain events, such as the Named Executive Officer’s death, disability, or retirement (awards granted prior to January 1, 2016), or upon the occurrence of a Change of Control. 2 All RSUs vest on the third anniversary of the grant date. 3 The PSUs granted in 2021 are disclosed at 114% of target in accordance with ASC Topic 718. PSUs granted in 2022 have a three-year performance period and are subject to continued performance through December 31, 2024. The PSUs granted in 2023 have a three-year performance period and are subject to continued performance through December 31, 2025. They will pay out based on performance against certain non-GAAP ROE and OM targets with an RTSR modifier, but only if either the non-GAAP ROE or pre-tax operating income threshold performance measure is met as approved by the Human Resources Committee. 4 Assumes a stock price of $78.67 per share, the closing price of a share of Common Stock on the last trading day of the year, December 29, 2023, reported for the Nasdaq. Named Executive Officers may defer PSUs that are earned and would otherwise be paid shortly after the performance period. Annual cash incentive awards, as shown in the Non-Equity Incentive Compensation column of the Summary Compensation Table, may also be deferred into the Excess Plan.

  90. Outstanding Equity Awards at Fiscal Year End December 31, 2023

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 53 |

  91. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning the exercise of stock options and the vesting of RSUs and PSUs during 2023 for each Named Executive Officer on an aggregated basis.

  92. Option Exercises and Stock Vested

    | Name | Option Awards Number of Shares Acquired on Exercise | Value Realized on Exercise1 | Stock Awards Number of Shares Acquired on Vesting | Value Realized on Vesting2 | | Houston | 0 | $0 | 91,515 | $7,331,295 | | Strable-Soethout | 0 | $0 | 21,578 | $1,728,645 | | Halter | 56,809 | $1,148,937 | 26,157 | $2,095,446 | | Friedrich | 6,390 | $215,224 | 15,183 | $1,216,331 | | Agrawal | 0 | $0 | 0 | $0 |

  93. Option Exercises and Stock Vested

    1 Represents the difference between the market price of the underlying shares of Common Stock on the date of exercise and the exercise price of the exercised option. 2 Represents the market value of PSUs granted in 2021 that settled on February 26, 2024, at $80.11 upon Committee approval of the final performance modifier of 114%.

  94. Legacy Pension Benefits (accruals ceased December 31, 2022)

    Legacy Pension Benefits (accruals ceased December 31, 2022) For Named Executive Officers who entered the Pension Plan Prior to January 1, 2002, on the portion of their benefit accrued through December 31, 2022, they will receive the greater of the benefit provided under the Traditional Benefit Formula (disclosed below) or the previous Cash Balance Formula. Effective January 1, 2023, any additional benefits earned will be determined according to the Cash Balance Formula shown in the beginning of this section. When paid, the Named Executive Officer’s total benefit will be determined based on the greater of the legacy Traditional Pension or the previous Cash Balance Benefit (for their benefit accrued before 2023), plus the Cash Balance Benefit earned on or after January 1, 2023. The legacy Traditional Pension Formula is 35% of Average Compensation below the Integration Level1 plus 55% of Average Compensation above the Integration Level.

  95. Pension Benefits

    Pension Benefits

  96. Pension Benefits

    | Named Executive Officer | Plan Name | Number of Years Credited Service1 | Present Value of Accumulated Benefit at Normal Retirement Age2 | Payments During Last Fiscal Year | | Houston | Qualified Plan NQDB | 39 | $1,530,193 $18,165,228 | $0 | | Strable-Soethout | Qualified Plan NQDB | 33 | $913,945 $5,247,786 | $0 | | Halter | Qualified Plan NQDB | 28 | $1,007,191 $3,036,856 | $0 | | Friedrich | Qualified Plan NQDB | 23 | $671,905 $2,298,085 | $0 | | Agrawal | Qualified Plan NQDB | <1 | $15,358 $7,037 | $0 |

  97. Pension Benefits

    1 As of December 31, 2023. 2 Benefit calculations have been made using the following assumptions: • Discount rate (for Traditional Benefits paid as an annuity and all cash balance benefits): 5.10% for December 31, 2022, and 4.90% for December 31, 2023. • Cost of Living 1.6875% for December 31, 2022 and December 31, 2023. • Mortality: PRI-12 White Collar for December 31, 2022 and December 31, 2023. • Improvement: For December 31, 2022, and December 31, 2023, SOA MIM2021-v3 model using historical data through 2019 (graduated from 2017). • Convergence: For December 31, 2022, and December 31, 2023, 11-year convergence to SSA Trustees Report 2022 Intermediate (Alternative II) scenario with no special COVID Impacts. Traditional benefits under the qualified DB Plan must be paid as an annuity. Under the NQDB Plan, Named Executive Officers may elect whether benefits will be paid as an annuity or in a single sum payment. Mss. Strable-Soethout, Friedrich, and Mr. Halter have elected their NQDB benefit to be paid as an annuity. • Lump Sum Basis Discount Rate (for Traditional Benefit): for those Named Executive Officers who have elected to receive their traditional NQDB benefits in a single lump sum payment (Mr. Houston), the present value of their Traditional NQDB benefits has been determined using a discount rate as follows: For December 31, 2022, 7.90%. For December 31, 2023, 8.40%. • Lump Sum Mortality: For December 31, 2022, and December 31, 2023, IRS 417(e)(3) mortality at decrement. • Cost of living increase: 1.6875% for December 31, 2022, and December 31, 2023. • Retirement age of 65 for all participants; and Cash balance interest for participants crediting rate of 5.0% for December 31, 2022, and December 31, 2023, if hired before July 1, 2019. If hired on or after July 1, 2019, the plan provides a fixed 4% interest credit.

  98. Pension Benefits

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  99. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  100. Non-Qualified Deferred Compensation

    | Named Executive Officer | Named Executive Contributions in Last Fiscal Year1 | Principal Contributions in Last Fiscal Year2 | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End3 | | Houston | $335,077 | $234,433 | $1,493,925 | $0 | $10,970,394 | | Strable-Soethout | $374,749 | $86,896 | $1,229,532 | $0 | $7,086,201 | | Halter | $0 | $0 | $42,572 | $0 | $255,634 | | Friedrich | $52,929 | $39,028 | $76,713 | $0 | $721,259 | | Agrawal | $32,692 | $12,692 | $2,102 | $0 | $49,326 |

  101. Non-Qualified Deferred Compensation

    1 The amounts shown as “Named Executive Contributions” have either been included in the Salary column of the Summary Compensation Table on page 50 or represent annual incentive payment deferrals earned in 2022 and credited to the Named Executive Officers’ accounts during 2023. 2 The amounts shown as “Principal Contributions” are included in the “All Other Compensation Column” of the Summary Compensation table on page 50. 3 The end of year 2023 aggregate balances include the following deferrals and matching contributions from years prior to 2023:

  102. Non-Qualified Deferred Compensation

    | Named Executive Officer | Employee Deferral Prior to 1/1/2023 | Principal Match Prior to 1/1/2023 | Total | | Houston | $3,174,202 | $2,173,105 | $5,347,307 | | Strable-Soethout | $3,833,825 | $797,205 | $4,631,030 | | Halter | $47,714 | $35,785 | $83,499 | | Friedrich | $270,031 | $179,165 | $449,196 | | Agrawal | $0 | $0 | $0 |

  103. Qualified 401(k) Plan and Excess Plan

    | Plan Feature | Qualified 401(k) Plan | Excess Plan | | Deferrals | 1-50% of base salary and up to 100% of annual incentive compensation awards (1-100% of base pay if not contributing to the Excess Plan) up to the limits imposed by the Tax Code. Additionally, up to $20,000 in voluntary after-tax contributions can be contributed each calendar year. | 1-50% of base salary and up to 100% of annual incentive compensation awards. | | Investment Options | There are numerous investment options. Investment and investment return are based on the Named Executive Officer’s direction. | The investment options represent “phantom” units tied to the results of the reference funds listed on page 58. Investment and investment return are based on the Named Executive Officer’s direction. | | Distributions | Allowed at various times including termination, death, and disability. | Allowed at various times including termination, death, specified date, change of control, unforeseen emergency, and mandatory payment at age 65. | | Vesting | Three-year cliff | Immediate |

  104. Severance Plans

    Severance Plans All of our Named Executive Officers are eligible for severance under the Company’s executive severance plan if they are terminated because of layoffs, position elimination, or similar reasons. They are not eligible for severance benefits if they take a comparable job with the Company, fail to sign a release of claims against the Company, and/or for other specified reasons. The benefits payable under the severance plan are as follows:

  105. Severance Plans

    | Named Executive Officer | Lump sum severance payment calculated as follows: | | Houston | The sum of the following three components: an amount equal to two times annual base salary; an amount equal to two times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to two years of health benefits premiums, intended to compensate the CEO for COBRA premiums. | | Strable-Soethout | The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums. | | Halter | The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums. | | Friedrich | The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums. | | Agrawal | The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums. |

  106. Severance Plans

    In circumstances in which the severance plan does not apply, the Human Resources Committee would determine whether any severance benefits would be paid to Messrs. Houston, Halter and Agrawal, and Mses. Strable-Soethout and Friedrich. The following table illustrates the severance or contractual benefits that the Named Executive Officers would have received had they qualified for such benefits on December 31, 2023.

  107. Severance Plans

    | Named Executive Officer | Severance | Outplacement Services | COBRA Reimbursement | Total | | Houston | $10,030,769 | $40,000 | $37,538 | $10,108,307 | | Strable-Soethout | $3,127,569 | $40,000 | $23,873 | $3,191,442 | | Halter | $5,485,068 | $40,000 | $38,947 | $5,564,015 | | Friedrich | $2,175,293 | $40,000 | $40,002 | $2,255,295 | | Agrawal | $2,343,750 | $40,000 | $38,947 | $2,422,697 |

  108. Change of Control Employment Agreements

    Change of Control Employment Agreements We have a Change of Control Employment Agreement with each of the Named Executive Officers. These agreements provide market-based protections and do not provide excess tax gross ups. The agreements have an initial term of two years and automatically renew for successive one-year periods unless we provide a notice electing not to extend the term. If during the term of these agreements a Pre-Change of Control Event or a Change of Control occurs (each term as defined below), the term of the agreements will extend until the second anniversary of a Change of Control. These agreements provide that if payments upon termination

  109. Change of Control Employment Agreements

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 59 |

  110. Change of Control Employment Agreements

    of employment related to a Change of Control would be subjected to the excise tax imposed by Section 4999 of the Tax Code, and if reducing the amount of the payments would result in greater benefits to the Named Executive Officer (after taking into consideration the payment of all income and excise taxes that would be owed as a result of the Change of Control payments), we will reduce the Change of Control payments by the amount necessary to maximize the benefits received, determined on an after-tax basis. The benefits provided under these agreements will be available to the Named Executive Officers upon a Change of Control if their employment is terminated following or in connection with a Pre-Change of Control Event, or if any third party ends or adversely changes the terms and conditions of their employment. For a termination or change in employment prior to a Change of Control, such termination or change in employment is deemed to have occurred immediately following the date on which a Change of Control occurs, rather than at the time the termination or change in employment actually occurs. Under these agreements, a Pre-Change of Control Event means: • An offer that would result in a third party owning 40% or more of the Company’s voting securities; • A proxy solicitation or contest for the election of one or more members of the Company’s Board; or • An agreement that would result in a Change of Control. Under these agreements, a Change of Control means: • Any person becoming an owner of 40% or more of the Company’s Common Stock; • Directors on the Board on the date of the Agreements (or those thereafter nominated for election, or elected to replace such Directors by certain incumbent Directors) are no longer a majority of the Board; • A merger, reorganization, consolidation, or similar transaction in which the shareholders of Principal do not continue to own more than 60% of the voting securities of the surviving corporation or its ultimate parent corporation; or • Approval by the shareholders of Principal of a sale of its assets or a plan of liquidation. These agreements also provide: • That the Named Executive Officers receive specified salary, annual incentive compensation, and benefits for two years following a Change of Control if their employment continues after the Change of Control; • That if the successor company (“Successor”) to Principal agrees to issue equity to replace the equity awards the Named Executive Officers received from Principal, the outstanding equity awards will continue or will become equity related to the common stock of the Successor. Any outstanding performance-based equity awards will be converted into time vesting restricted stock or RSUs for Principal stock (or the stock of the Successor). If the Successor does not or cannot agree to such substitution, then any such awards that are not converted will become fully vested, exercisable, and/or distributable upon the Change of Control. In addition, the Agreements and equity award agreements specify that the Committee (as made up immediately prior to the Change of Control) determines whether awards will be settled in cash; • For severance and other benefits if the employment of a Named Executive Officer is terminated without “Cause” or by the Named Executive Officer voluntarily for Good Reason. Termination without Cause or by the Named Executive Officer for Good Reason is referred to as a Qualifying Termination; and • That all benefits previously accrued by Named Executive Officers under the NQDB and Excess Plans will vest, and be paid in accordance with applicable plan terms. The benefits received upon a Change of Control without termination of employment include the current vested account balance in the Excess Plan and the current vested benefit in the NQDB, according to change of control distribution elections on file for these plans. For purposes of the agreements, Good Reason means negative changes in the terms and conditions of the Named Executive Officer’s employment, consisting of: • Failure to pay base salary; • Failure to pay the annual bonus or a reduction in annual bonus opportunity; Material adverse change in position, authority, or duties;

  111. Change of Control Employment Agreements

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 60 |

  112. Change of Control Employment Agreements

    Material reduction in the aggregate compensation and benefits; • Relocation to any office or location more than 50 miles from where the Named Executive Officer worked immediately before the Change of Control; • Any material breach of the Change of Control Employment Agreement; • Any purported termination the Company claims is for Cause, but fails to satisfy the requirements for a Cause termination; or • The failure of the Successor to be bound by the Agreements. Cause means any one or more of the following: • Commission of certain crimes; • Misconduct or habitual neglect of duties; or • Willful or intentional breach of the Change of Control Employment Agreement. The benefits to be paid or provided under the agreements if termination occurs for Good Reason or without Cause consist of: • Lump sum severance benefits equal to two times the sum of the annual base salary and target annual bonus; • Immediate vesting of all stock options, stock appreciation rights, shares of restricted stock, PSAs, PSUs, RSUs, and deferred stock units; • A prorated annual bonus for the year of termination minus the amount paid for the bonus at the time of the Change of Control; and • The reimbursement for legal fees and other related expenses to enforce the Agreements. In addition, until the third anniversary of the date of the Named Executive Officer’s termination, he or she and his or her eligible family members will receive medical, prescription drug, dental, vision, group term life insurance, and accidental death and dismemberment coverages comparable to those received by Named Executive Officers whose employment continues. Pursuant to these agreements, the Named Executive Officers agreed that for one year following a termination of employment that results in the Named Executive Officer receiving the benefits described above, he or she will not work for a competing business, solicit employees or customers, or interfere with the relationships of the Company, its affiliates, and subsidiaries with their employees or customers.

  113. Change of Control Employment Agreements

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 61 |

  114. Potential Payments Upon Termination Related to a Change of Control

    Potential Payments Upon Termination Related to a Change of Control The following table describes the potential payments upon involuntary termination without Cause or voluntary termination for Good Reason following a Change of Control. The calculations provided in the table assume: • The Change of Control and termination of employment occurred on December 31, 2023; • Per share price of the Company’s Common Stock was $78.67, the closing price as of December 29, 2023, the last trading day of the year.

  115. Potential Payments Upon Termination Related to a Change of Control

    | Named Executive Officer | Cash Severance1 | Spread on Previously Unvested Options | Value of Previously Unvested Restricted Stock & Performance Shares2 | Benefits Continuation3 | Accelerated Pension Benefit4 | Total Termination Benefits (before taxes) | | Houston | $9,975,000 | $1,817,851 | $26,581,951 | $83,606 | $0 | $38,458,408 | | Strable-Soethout | $4,371,000 | $428,646 | $7,582,105 | $79,609 | $0 | $12,461,360 | | Halter | $6,325,000 | $519,580 | $7,478,409 | $100,928 | $0 | $14,423,917 | | Friedrich | $4,014,000 | $301,609 | $7,582,105 | $100,928 | $0 | $11,998,642 | | Agrawal | $3,125,000 | $0 | $3,004,977 | $100,928 | $22,395 | $6,253,300 |

  116. Potential Payments Upon Termination Related to a Change of Control

    1 Cash severance equals two times the sum of base salary and target annual bonus. In addition, the Named Executive Officers would be entitled to a pro rata bonus for the year of termination. 2 Equals the full value of unvested restricted shares and unearned performance shares as of December 31, 2023, where vesting would be accelerated, at a stock price of $78,67. Performance shares granted in 2021 and 2022 are valued at target, based on Company performance to date as of December 29, 2023. 3 Includes the estimated cost of continued medical, dental, vision, and life insurance coverage for three years after the Named Executive Officer’s termination and outplacement services. 4 Represents the lump sum present value of the accelerated vesting of unvested retirement benefits. All of the Named Executive Officers, except Mr. Agrawal, are fully vested in their pension benefit.

  117. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio In determining the median employee, we reviewed the base salary and bonus payments for all of the Company’s employees based in the U.S., Chile, Hong Kong, India, Mexico, and the Philippines as of December 31, 2023, other than our CEO. All compensation was converted to U.S. dollars, using the relevant exchange rate for any compensation paid in other currencies. This process resulted in the identification of an employee whose base salary and bonus reflected our compensation practices for a representative employee. This employee works in the U.S. We calculated the median employee and CEO’s annual total compensation in accordance with Item 4.02 of Regulation S-K, and then added the value of medical benefits and welfare benefits. Adding the value of these benefits to our CEO’s total compensation resulted in a total of $15,133,363, which amount differs from his Total Compensation reported in the Summary Compensation Table due to the inclusion of these benefits. The median employee’s annual total compensation was $78,155. Based on this information, for 2023, the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was 194:1.

  118. 2023 CEO Pay Ratio

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 62 |

  119. Pay Versus Performance Table

    Pay Versus Performance Table The information below is provided pursuant to the SEC pay versus performance disclosure requirements set forth in Item 402(v) of SEC Regulation S-K, which requires companies to disclose certain information about the relationship between performance and the compensation of named executive officers.

  120. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid to PEO1,3,4 | Average Summary Compensation Table Total for Non-PEO NEOs2 | Average Compensation Actually Paid to Non-PEO NEOs2,3,4 | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)6 | Non-GAAP Operating Earnings (in millions)6 | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return5 | | | | 2023 | $15,118,828 | $12,277,460 | $5,445,220 | $4,620,616 | $167.46 | $141.43 | $670.1 | $1,602.8 | | 2022 | $13,804,149 | $22,337,042 | $4,697,081 | $6,610,684 | $172.34 | $128.51 | $4,852.2 | $1,700.9 | | 2021 | $17,566,163 | $30,384,681 | $5,217,527 | $7,526,148 | $143.50 | $136.28 | $1,757.4 | $1,847.6 | | 2020 | $15,614,418 | $9,311,899 | $4,508,046 | $3,109,284 | $94.81 | $100.64 | $1,428.5 | $1,366.4 |

  121. Pay Versus Performance Table

    1 Daniel J. Houston was our Chief Executive Officer in all years reported. 2 During 2023, our non-PEO NEOs consisted of Deanna D. Strable-Soethout, Patrick G. Halter, Amy C. Friedrich, and Vivek Agrawal. During 2022, our non-PEO NEOs consisted of Deanna D. Strable-Soethout, Patrick G. Halter, Amy C. Friedrich, and Natalie Lamarque. During 2021, our non-PEO NEOs consisted of Deanna D. Strable-Soethout, Patrick G. Halter, Amy C. Friedrich and Renee Schaff. During 2020, our non-PEO NEOs consisted of Deanna D. Strable-Soethout, Patrick G. Halter, Timothy M. Dunbar and Luis Valdes. 3 Adjustments were as follows:

  122. Pay Versus Performance Table

    | Adjustments to Determine “Compensation Actually Paid” for PEO and Non-PEO NEOs | 2023 | | | | PEO | NEOs | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | $765,298 | $335,688 | | Increase for “Service Cost” for Pension Plans | $409,088 | $77,410 | | Increase for “Prior Service Cost” for Pension Plans | $0 | $0 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | $9,661,687 | $3,097,172 | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | $0 | $0 | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year-end | $8,247,736 | $2,510,760 | | Increase for Fair Value of Awards Granted during year that Vest during year | $0 | $183,596 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $(1,932,300) | $(363,815) | | Increase/deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $38,367 | $3,814 | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | $0 | $0 | | Increase based upon Incremental Fair Value of Awards Modified during year | $0 | $0 | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | $822,726 | $196,491 | | Total Adjustments | $(2,841,368) | $(824,604) |

  123. Pay Versus Performance Table

    4 Compensation Actually Paid for the PEO and NEOs was erroneously reported in the 2023 Proxy Statement. The following corrections were made, 2022, 2021, and 2020 PEO total adjustments were reported as $8,669,690, $13,534,312, and ($6,120,358) and have been corrected to $8,532,893, $12,818,518, and ($6,302,519). 2022, 2021 and 2020 NEOs total adjustments were reported as $3,569,762, $2,430,837, and ($1,362,316) and have been corrected to $1,913,603, $2,308,621, and (1,398,762). Peer Group used is the S&P 500 Financials Index.

  124. Pay Versus Performance Table

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 63 |

  125. Pay Versus Performance Table

    In 2023, Principal adopted new accounting guidance that required us to recast 2021 and 2022 financial results. Amounts shown were used to determine executive compensation based on accounting policies during the period. Additional details of our implementation of the new accounting guidance can be found in Note 1 of the Notes to the Consolidated Financial Statements in Item 8 of our 2023 Form 10-K.

  126. Pay Versus Performance—Tabular List of Most Important Financial Performance Measures

    Pay Versus Performance—Tabular List of Most Important Financial Performance Measures

  127. Pay Versus Performance—Tabular List of Most Important Financial Performance Measures

    | Financial Performance Measures | | Non-GAAP Operating Earnings | | Non-GAAP Return on Equity | | Operating Margin |

  128. Pay Versus Performance Relationship Disclosure

    Pay Versus Performance Relationship Disclosure Compensation Actually Paid vs. Total Shareholder Return Compensation Actually Paid vs. Net Income ($M)

  129. Pay Versus Performance Relationship Disclosure

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 64 |

  130. Pay Versus Performance Relationship Disclosure

    Compensation Actually Paid vs. Non-GAAP Operating Earnings

  131. Pay Versus Performance Relationship Disclosure

    | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 65 |

  132. Executive Compensation Benchmarking Study Participants

    Executive Compensation Benchmarking Study Participants