DEF 14A of Principal Financial Group Inc, Apr 7, 2025

DEF 14A of Principal Financial Group Inc

Filed Apr 7, 2025 · FY20240001104659-25-032660

Open on EDGAR

  1. Director nominees overview

    Director nominees overview

  2. Director nominees overview

    | | | | Director since | | Other current public company boards | Committee membership | | | | | | Name and primary occupation, age | | Class | | Independence | | AC | EC | FC | HRC | NGC | | | Blair C. Pickerell, 68 Independent Director, Principal Financial Group | III | 2015 | | Dah Sing Banking Group Limited; First Pacific Company Limited | | | ● | ● | | | | Clare S. Richer, 66 Independent Director, Principal Financial Group | III | 2020 | | Bain Capital Specialty Finance Inc. | | ● | ■ | ● | | | | H. Elizabeth Mitchell, 63 Independent Director, Principal Financial Group | III | 2022 | | Selective Insurance Group; Enact Holdings, Inc. | ● | | | | ● | | | Deanna D. Strable-Soethout, 56 President and Chief Executive Officer, Principal Financial Group | III | 2025 | | Elevance Health, Inc. | | ● | | | |

  3. Director nominees overview

    | ■ | Committee chair | | ● | Committee member | | | Independent |

  4. Nominees for class III directors with terms expiring in 2025

    Nominees for class III directors with terms expiring in 2025 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 Blair C. Pickerell, Clare S. Richer, H. Elizabeth Mitchell, and Deanna D. Strable-Soethout to stand for election for three-year terms that expire in 2028. We expect that all the nominees will be able and willing to serve if elected. However, if, prior to the 2025 Annual Shareholders Meeting (the “2025 Annual Meeting”), any nominee should become unable or unwilling to serve, proxies may be voted at the 2025 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.

  5. Nominees for class III directors with terms expiring in 2025

    | | Recommendation The Board of Directors recommends that shareholders vote “For” all the nominees for election at the 2025 Annual Meeting. |

  6. Nominees for class III directors with terms expiring in 2025

    | Blair C. Pickerell | | | Age: 68 Director since: 2015 Other public company boards: Current: 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) Committees: Finance and Human Resources Education: Bachelor’s and master’s degrees from Stanford University and an M.B.A. from Harvard Business School | 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 CEO, Asia, at Morgan Stanley Investment Management. Mr. Pickerell has also served as Chief Executive, Asia-Pacific, of HSBC Asset Management, as Chairman of Jardine Fleming Funds, and as Managing Director of Jardin Pacific, Ltd. His current international service includes memberships on the Supervisory Committee for the Tracker Fund of Hong Kong and the International Advisory Council of the Faculty of Business and Economics at the University of Hong Kong. Key skills and qualifications Mr. Pickerell brings to the Board executive leadership experience and extensive experience in the asset management and financial services industries, particularly in the Asia Pacific Region. This includes his having served as the chief executive for Asia-Pacific for a number of investment management firms and having sat on global management committees of several major investment management firms. He has also had exposure to numerous non-financial industries from his time as Managing Director of a large Asian conglomerate. He also brings to the Board executive-level experience in executive compensation, international, marketing, and accounting and finance. |

  7. Nominees for class III directors with terms expiring in 2025

    | 10 | 2025 proxy statement | |

  8. Nominees for class III directors with terms expiring in 2025

    | Clare S. Richer | | | Age: 66 Director since: 2020 Other public company boards: Bain Capital Specialty Finance Inc. (member of the Audit, Compensation, and Nominating/Governance Committees) Committees: Finance (Chair), Human Resources and Executive Education: B.B.A. from University of Notre Dame | 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. |

  9. Nominees for class III directors with terms expiring in 2025

    | | 2025 proxy statement | 11 |

  10. Nominees for class III directors with terms expiring in 2025

    | H. Elizabeth Mitchell | | | Age: 63 Director since: 2022 Other public company boards: Current: Selective Insurance Group (Chair of the Audit Committee) and Enact Holdings, Inc. (Member of the Audit Committee) Within Last Five Years: StanCorp Financial Corp. Committees: Audit and Nominating and Governance Education: Bachelor’s degree from the College of the Holy Cross and CERT Certificate in Cyber Security Oversight from Carnegie Mellon University | 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 from 2018 to 2024. 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. |

  11. Nominees for class III directors with terms expiring in 2025

    | 12 | 2025 proxy statement | |

  12. Nominees for class III directors with terms expiring in 2025

    | Deanna D. Strable-Soethout | | | Age: 56 Director since: 2025 Other public company boards: Elevance Health, Inc. (Member of the Audit and Governance Committees) Committees: Executive Education: Bachelor of Science degree from Northwestern University in Evanston, Illinois, Fellow of the Society of Actuaries and a member of the American Academy of Actuaries | Career highlights Ms. Strable-Soethout is President and Chief Executive Officer of the Company, and its wholly owned subsidiary, Principal Life Insurance Company. She served as President and Chief Operating Officer from August 2024 to January 2025; and served as Chief Financial Officer from 2017 to August 2024. Ms. Strable-Soethout joined the Company in 1990 and has served in various executive leadership roles, including serving as Executive Vice President and Chief Financial Officer as well as President of the Benefits and Protection division. Ms. Strable-Soethout is a member of the Board of Directors of Simpson College. She previously served on the United Way Worldwide Board of Trustees after holding various positions for the United Way of Central Iowa. She also served as chair of the Board of Directors for LIMRA LOMA Global (LL Global, Inc.). Key skills and qualifications Ms. Strable-Soethout is our current President and CEO and she brings to the Board extensive and proven executive leadership and operational expertise as well as deep financial and accounting skills, through her experience in advancing strategy, financial results and operations for a global financial services company, including extensive contributions to enable Company growth and creation of value for the Company’s customers, shareholders and employees. |

  13. Nominees for class III directors with terms expiring in 2025

    | | 2025 proxy statement | 13 |

  14. Continuing Class I directors with terms expiring in 2026

    Continuing Class I directors with terms expiring in 2026

  15. Continuing Class I directors with terms expiring in 2026

    | Jonathan S. Auerbach | | | Age: 62 Director since: 2019 Other public company boards: None Committees: Finance and Human Resources Education: Bachelor’s degree from Dartmouth College, and a B.A. and M.A. from Oxford University | 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. |

  16. Continuing Class I directors with terms expiring in 2026

    | 14 | 2025 proxy statement | |

  17. Continuing Class I directors with terms expiring in 2026

    | Mary E. “Maliz” Beams | | | Age: 69 Director since: 2021 Other public company boards: Current: None Within Last Five Years: BrightSphere Investment Group, Inc. (Audit and Compensation Committees) Committees: Audit and Finance 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 | 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 Chair of the Long-Term Stock Exchange Group Board, was a former 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. |

  18. Continuing Class I directors with terms expiring in 2026

    | | 2025 proxy statement | 15 |

  19. Continuing Class I directors with terms expiring in 2026

    | Jocelyn Carter-Miller | | | Age: 67 Director since: 1999 (Principal Life Insurance Company), 2001 (the Company) 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) Committees: Human Resources (Chair), Nominating and Governance and Executive 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. | 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 Given her tenure on our Board, in addition to strong institutional perspective that has effectively contributed to Principal’s evolution to a large global financial services company, Ms. Carter-Miller brings to the Board a wealth of 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. |

  20. Continuing Class I directors with terms expiring in 2026

    | 16 | 2025 proxy statement | |

  21. Continuing Class I directors with terms expiring in 2026

    | Scott M. Mills | | | Age: 56 Director since: 2016 Lead Director since 2020 Other public company boards: None Committees: Audit, Nominating and Governance and Executive Education: Bachelor’s degree in economics from the Wharton School of the University of Pennsylvania | 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. |

  22. Continuing Class I directors with terms expiring in 2026

    | | 2025 proxy statement | 17 |

  23. Continuing Class I directors with terms expiring in 2026

    | Claudio N. Muruzabal | | | Age: 64 Director since: 2021 Other public company boards: None Committees: Human Resources and Nominating and Governance 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 | Career highlights Mr. Muruzabal has served as the Chief Business Officer, CS of SAP, a global software company, since February 1, 2024 and Interim Business Suite Leader of SAP since January 1, 2025. 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. |

  24. Continuing Class I directors with terms expiring in 2026

    | 18 | 2025 proxy statement | |

  25. Continuing class II directors with terms expiring in 2027

    Continuing class II directors with terms expiring in 2027

  26. Continuing class II directors with terms expiring in 2027

    | Roger C. Hochschild | | | Age: 60 Director since: 2015 Other public company directorships: Current: None Within Last Five Years: Discover Financial Services Committees: Human Resources and Nominating and Governance (Chair) Education: Bachelor’s degree in economics from Georgetown University and an M.B.A. from the Amos Tuck School at Dartmouth College | Career highlights Mr. Hochschild retired from Discover Financial Services, a digital banking and payment services company, at the end of 2023 after serving as President and Chief Operating Officer from 2004 to 2018 and then President and Chief Executive Officer from 2018 to August 2023. He was Executive Vice President, Chief Administrative and Strategic Officer for Morgan Stanley from 2001 to 2004, and was Executive Vice President, Chief Marketing Officer—Discover from 1998 to 2001, when Discover was a part of Morgan Stanley. Mr. Hochschild has served as a Director of InterPayments since 2024 and 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. |

  27. Continuing class II directors with terms expiring in 2027

    | | 2025 proxy statement | 19 |

  28. Continuing class II directors with terms expiring in 2027

    | Daniel J. Houston | | | Age: 63 Director since: 2014 Other public company boards: ADT Inc. (Compensation Committee Chair, Nominating and Corporate Governance Committee member); Arch Capital Group Ltd. (Compensation and Human Capital Committee member, Nominating and Governance Committee member) Committees: Executive (Chair) Education: Bachelor of Science degree from Iowa State University | Career highlights Mr. Houston is Executive Chairman of the Company, and its wholly owned subsidiary, Principal Life Insurance Company. He served as Chairman and Chief Executive Officer from August 2024 to January 2025; Chairman, President and Chief Executive Officer from May 2016 to August 2024; President and Chief Executive Officer from August 2015 to May 2016; and 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, 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. |

  29. Continuing class II directors with terms expiring in 2027

    | 20 | 2025 proxy statement | |

  30. Continuing class II directors with terms expiring in 2027

    | Diane C. Nordin | | | Age: 66 Director since: 2017 Other public company boards: None Committees: Audit (Chair) and Finance Education: Bachelor’s degree from Wheaton College (MA) and is a Chartered Financial Analyst | 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. |

  31. Continuing class II directors with terms expiring in 2027

    | | 2025 proxy statement | 21 |

  32. Continuing class II directors with terms expiring in 2027

    | Alfredo Rivera | | | Age: 63 Director since: 2020 Other public company boards: None Committees: Audit and Finance Education: Bachelor’s degree and M.B.A. from the University of Southern Mississippi and completed the Advanced Management Program at Harvard Business School | 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 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 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. |

  33. Continuing class II directors with terms expiring in 2027

    | 22 | 2025 proxy statement | |

  34. Continuing class II directors with terms expiring in 2027

    We believe that good corporate governance promotes the long-term interests of our shareholders. The Board and management regularly review best practices for corporate governance and modify our policies and practices as warranted. Our current best practices include:

  35. Continuing class II directors with terms expiring in 2027

    | • Super-majority of independent Directors (11 out of 13); • Proxy access for shareholders owning 3% or more of the Company’s common stock for a minimum of three years; • All key committees (i.e., Audit, Finance, Human Resources, and Nominating and Governance Committees) are composed entirely of independent Directors; • Strong independent Lead Director; • Director resignation policy if the support of a majority vote of shareholders is not achieved; • Policy regarding Directors’ service on other public company boards; • Board and committee self-assessments conducted annually; • Director evaluations conducted no less frequently than in connection with Director nomination process; | • Robust stock ownership guidelines for Directors; • • Robust shareholder engagement program to obtain valuable feedback on our compensation and governance programs; • Annual review of CEO succession plan by the independent Directors with and without the CEO present; • Annual Board review of senior management long-term and emergency succession plans; • Multiple executive sessions involving solely independent Directors at each regularly scheduled Board meeting; and • Robust policies and procedures concerning the identification of and monitoring for conflicts of interest across the organization. |

  36. Fees earned by non-employee directors in 2024

    | Name | Fees earned or paid in cash | Stock awards1 | Total | | Jonathan S. Auerbach | $115,000 | $199,959 | $314,959 | | Mary E. “Maliz” Beams | $115,000 | $199,959 | $314,959 | | Jocelyn Carter-Miller | $140,000 | $199,959 | $339,959 | | Roger C. Hochschild | $140,000 | $199,959 | $339,959 | | Scott M. Mills | $165,000 | $199,959 | $364,959 | | H. Elizabeth Mitchell | $115,000 | $199,959 | $314,959 | | Claudio N. Muruzabal | $115,000 | $199,959 | $314,959 | | Diane C. Nordin | $150,000 | $199,959 | $349,959 | | Blair C. Pickerell | $115,000 | $199,959 | $314,959 | | Clare S. Richer | $150,000 | $199,959 | $349,959 | | Alfredo Rivera | $115,000 | $199,959 | $314,959 |

  37. Executive compensation

    | Compensation tables | 61 | | Summary compensation table | 61 | | Grants of plan-based awards for fiscal year end December 31, 2024 | 63 | | Outstanding equity awards at fiscal year end December 31, 2024 | 64 | | Option exercises and stock vested | 66 | | Pension plan information | 66 | | Pension distributions | 68 | | Pension benefits | 68 | | Non-qualified deferred compensation (excess and NQDC plans) | 69 | | Qualified 401(k) plan, excess plan, and NQDC Plan | 70 | | Severance plans | 74 | | Change of control employment agreements | 75 | | Potential payments upon termination related to a change of control | 77 | | 2024 CEO pay ratio | 77 | | Pay versus performance | 78 | | Pay versus performance table | 78 | | Pay versus performance—tabular list of most important financial performance measures | 79 | | Pay versus performance relationship disclosure | 79 |

  38. Compensation policies

    | What we do | What we do not do | | We Have an Independent Consultant. Compensation Advisory Partners is selected and retained by the Human Resources Committee to advise on the executive compensation program and to advise the Nominating and Governance Committee on compensation for non-employee Directors. We Review Risk. Reviews and analyses of the Company’s employee incentive compensation plans are conducted on a regular basis to determine whether the plans are reasonably likely to have a material adverse effect on the Company. We Emphasize 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 linked to the performance of the Company’s stock over time. We Have a 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). We Have Executive Ownership Requirements. Executives are required to own a meaningful amount of stock in the Company to ensure their interests are aligned with shareholders’ interests and with the Company’s long-term performance. We Have Clawback Policies. The Committee has adopted a mandatory compensation recovery policy, in compliance with Section 10D of the Securities Exchange Act of 1934 and related Nasdaq Stock Market rules, that applies to our Section 16 Officers, including our Named Executive Officers, and a discretionary compensation recovery policy that applies to both our Section 16 Officers and other senior executives, providing for repayments by the executives of erroneously awarded incentive-based compensation that is based on incorrect financial statements or executive misconduct. We Have 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. We Have Tax and Accounting Efficiency. The Committee considers the tax and accounting consequences of each element of compensation. | We Do Not Allow Hedging of Securities. Principal prohibits all employees, including Named Executive Officers, from purchasing any Principal 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 Principal securities. We Do Not Have Excessive Perquisites. Modest additional benefits to help attract and retain executive talent and enable executives to focus on Company business with minimal disruption are offered. We Do Not Reprice Stock Options. Principal has not repriced underwater stock options and will not do so without shareholder approval. We Do Not Have Gross Ups. Executives do not receive any income tax gross-ups, except that all employees, including executives, receive an income tax gross-up in connection with benefits provided with relocation. |

  39. 2024 company performance highlights

    | Long-term financial targets | | | | Annual growth in earnings per share | Return on equity | Free capital flow conversion | | 9-12% | 14-16% | 75-85% |

  40. 2024 compensation highlights

    | 2024 CEO Compensation • In March 2024, Mr. Houston’s base salary increased from $1,050,000 to $1,100,000. • Annual incentive target remained at 375% of his eligible earnings. • The grant date fair value of his long-term incentive award was $10,175,000. • Principal Financial Group Incentive Pay Plan (PrinPay Plan) payout for 2024 was $3,836,827. | 2024 Annual Bonus Performance • Based on the Company’s 2024 annual performance achievements, many of which are outlined above, our 2024 PrinPay score in the annual incentive program was earned at 94% of target. • Individual modifiers for our Named Executive Officers ranged between 95% and 110% of the PrinPay score. | 2022−2024 PSU Performance • Based on the Company’s three-year average non-GAAP return on equity (“ROE”) and three-year average operating margin2 performance, and the relative total shareholder return3 metric, the 2022-2024 Performance Based RSUs (“PSUs”) vested on December 31, 2024, and 88% of the target number of shares were paid out in February 2025, according to the established performance scale, and approved by the Human Resources Committee. |

  41. 2024 compensation highlights

    | Compensation component | Objective | Description and 2024 highlights | | Long-term incentive compensation | Motivates and rewards long-term corporate performance as well as the Named Executive Officers’ contributions 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. 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 Margin. PSUs are subject to a Relative Total Shareholder Return (“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 55 to 56. | | 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. Bhatia is not eligible for the pension plan or the non-qualified defined benefit plan. | | 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 and Executive Chairman’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 74 to 77. These benefits do not include excise tax gross ups. |

  42. 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 her 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 2024. 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 historical market review of performance goals in incentive plans and incentive payout outcomes. The compensation consultant: • Attended eight meetings of the Human Resources Committee in 2024, 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.

  43. 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 Peer Group used for 2024 compensation decisions included the following companies:

  44. 2024 executive compensation decisions

    2024 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 surveys used were the McLagan Investment Management survey, Towers Watson U.S. Financial Services Studies Executive Database, revenue greater than $7 billion, and the Towers Watson Diversified Insurance Study of Executive Compensation, 0.5x-2.0x of Principal’s revenue. The names of the companies participating in these surveys are included in Appendix A.

  45. 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 2024 salary increases for Mr. Houston and Ms. Friedrich were made to better align their compensation with the median compensation levels among our peer companies. The 2024 salary increase for Ms. Strable-Soethout was made to align her salary with her new position when she was promoted from Chief Financial Officer to President and Chief Operating Officer effective August 20, 2024.

  46. 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: Revenue less expenses and taxes. It continues to be a primary indicator of our organization’s financial performance. Managed net cash flow: 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. Free capital flow payout ratio: 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. Customer revenue growth: Focuses on revenue growth from customer-driven actions rather than market/macro conditions. Diversity index: Contributes to our ability to create a more inclusive workforce and culture, including attracting, retaining and developing talent to deliver our enterprise strategy, and granting access to boundless opportunity across the enterprise. 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 2024:

  47. Target annual incentive percentages (as a percentage of base salary)

    Target annual incentive percentages (as a percentage of base salary)

  48. Target annual incentive percentages (as a percentage of base salary)

    | Named executive officer | 2024 | | Houston | 375% | | Strable-Soethout1 | 218% | | Pitz | 80% | | Bhatia2 | 442% | | Friedrich | 200% | | Littlefield | 200% |

  49. Target annual incentive percentages (as a percentage of base salary)

    In establishing the target award opportunity for Messrs. Houston, Pitz, Bhatia, and Littlefield, 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. 1 Ms. Strable-Soethout’s pro-rated target for 2024 was 218% (200% for January 1, 2024 through August 19, 2024 as Chief Financial Officer, and 250% through December 31, 2024 as President and Chief Operating Officer). Mr. Bhatia’s pro-rated target was 442% (375% for January 1, 2024 through February 9 as Senior Executive Managing Director—Global Head of Investments, Principal Asset Management, and 450% through December 31, 2024 as President & CEO, Principal Asset Management).

  50. Target annual incentive percentages (as a percentage of base salary)

    | | 2025 proxy statement | 51 |

  51. Performance goal setting

    | In September: The Board meets to review the Company’s long-term strategy. | In November: The CEO, CFO, and Division Presidents recommend preliminary financial goals for the Company and business units and strategic initiatives for the next year. The Board Finance Committee reviews the proposed goals, underlying assumptions of the goals and initiatives, key drivers of financial performance, trends, and business opportunities, and advises the Board and Human Resources Committee on the appropriateness of the financial goals. | In February: The Committee reviews and approves the final goals for the Company and the CEO, as well as reviews the goals for the other Named Executive Officers, each with input from the Finance Committee and Board based on prior year-end financial results. All employees develop individual performance goals with their leaders that support the Company’s goals. |

  52. 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: Determine initial PrinPay result.

  53. Final annual incentive pay award determination

    | Initial PrinPay result | | | Initial PrinPay Result1 | |

  54. 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:

  55. 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. 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

    | 2024 long-term incentive grant | | | Named executive officer | Award granted | | Houston | $10,175,000 | | Strable-Soethout1 | $3,825,000 | | Pitz | $630,000 | | Bhatia | $2,481,750 | | Friedrich | $2,411,500 | | Littlefield | $2,345,000 |

  57. Long-term incentive compensation

    In 2024, the Named Executive Officers’ long-term compensation was granted in the form of 70% PSUs and 30% time-based RSUs. 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 Ms. Strable-Soethout’s 2024 LTIP award was made in her role as Chief Financial Officer.

  58. Long-term incentive compensation

    | | 2025 proxy statement | 55 |

  59. Long-term incentive compensation

    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 exceeded1, 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”). Named Executive Officers may defer the receipt of PSUs.

  60. Long-term incentive compensation

    | 2024-2026 PSU performance cycle | | | | | Performance level | Threshold award | Target award | Maximum award (150% of target) | | Payout (% of Target)2 | 50% | 100% | 150% | | Average Non-GAAP ROE | 7.5% | 14.1% | 18.4% | | Operating Margin | 15.1% | 30.2% | 39.3% |

  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

    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 2024 for the 2024-2026 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 2024-2026 Performance Cycle, PSUs will vest at the end of the three-year Performance Cycle, subject to continued employment or service. 1 For the 2024 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. Straight line interpolation is used to determine awards for performance between threshold and target and between target and maximum.

  63. Long-term incentive compensation

    | 56 | 2025 proxy statement | |

  64. 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.

  65. 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; On January 1, 2010, executives in the Company’s asset management operations were no longer eligible to participate in the qualified pension plan, NQDB Plan or receive a company contribution under a non-qualified defined contribution plan as these are not common benefits for executives in that industry. This change also applied to other investment professionals.

  66. Change of control and separation pay

    | | 2025 proxy statement | 57 |

  67. Change of control and separation pay

    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 75 to 77 for details. In 2022, 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 74 for details regarding benefits under the Executive Severance Plan.

  68. 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.

  69. Risk assessment of employee incentive plans

    | 60 | 2025 proxy statement | |

  70. 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 2022, 2023 and 2024.

  71. 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 Executive Chairman | 2024 | $1,088,462 | $0 | $10,389,399 | $0 | $3,836,827 | $790,074 | $333,422 | $16,438,184 | | | 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 | | Deanna D. Strable-Soethout President and Chief Executive Officer | 2024 | $784,039 | $0 | $3,905,605 | $0 | $1,606,652 | $0 | $136,314 | $6,432,610 | | | 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 | | Joel M. Pitz8 Interim Chief Financial Officer | 2024 | $409,615 | $0 | $1,043,283 | $0 | $338,834 | $0 | $44,108 | $1,835,840 | | | 2023 | | | | | | | | | | | 2022 | | | | | | | | | | Kamal Bhatia President and CEO, Principal Asset Management | 2024 | $547,423 | $0 | $2,534,017 | $0 | $2,160,712 | $0 | $30,085 | $5,272,237 | | | 2023 | | | | | | | | | | | 2022 | | | | | | | | | | Amy C. Friedrich, President, Benefits and Protection | 2024 | $684,385 | $0 | $2,462,362 | $0 | $1,222,311 | $0 | $65,146 | $4,434,204 | | | 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 | | Christopher J. Littlefield President, Retirement Income Solutions | 2024 | $665,385 | $0 | $2,394,470 | $0 | $1,313,469 | $129,167 | $121,790 | $4,624,281 | | | 2023 | | | | | | | | | | | 2022 | | | | | | | | |

  72. Summary compensation table

    1 Includes 2024 salary deferred into the qualified 401(k) Plan, Excess Plan and NQDC Plan, as shown below (information on deferrals for 2023 was included in last year’s proxy statement):

  73. Summary compensation table

    | Named Executive Officer | 401(k) employee contribution | Excess/NQDC plan employee contributions | Total employee contributions | | Houston | $26,885 | $87,077 | $113,962 | | Strable-Soethout | $45,522a | $78,404 | $123,926 | | Pitz | $6,923 | $32,769 | $39,692 | | Bhatia | $30,500 | $4,038 | $34,538 | | Friedrich | $39,839a | $67,924 | $107,763 | | Littlefield | $19,500a | $53,231 | $72,731 |

  74. Summary compensation table

    a In addition to 401(k) salary deferrals, Mses. Strable-Soethout and Friedrich and Mr. Littlefield made voluntary after-tax contributions. 2 Amounts represent the grant-date fair value of Option awards granted in 2022, 2023, and 2024 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 2024 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

  75. Summary compensation table

    | | 2025 proxy statement | 61 |

  76. Summary compensation table

    earned if the performance measures are met or exceeded. The maximum payout for the 2022, 2023, and 2024 PSUs is 180% of the target number of PSUs. If the PSUs granted in 2024 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 2024 Performance Awards included in this column of the “Summary Compensation Table.”

  77. Summary compensation table

    | Named Executive Officer | Grant date values assuming payout at maximum | | Houston | $5,698,000 | | Strable-Soethout | $2,142,013 | | Pitz | $352,804 | | Bhatia | $1,389,748 | | Friedrich | $1,350,462 | | Littlefield | $1,313,227 |

  78. Summary compensation table

    4 The amounts shown represent annual incentive compensation awards earned in 2024 and paid in 2025 and include the following amounts deferred into the qualified 401(k) Plan, Excess Plan and NQDC Plan:

  79. Summary compensation table

    | Named Executive Officer | Employee contributions on incentive pay | | Houston | $310,138 | | Strable-Soethout | $486,172 | | Pitz | $15,746 | | Bhatia | $864,285 | | Friedrich | $10,780 | | Littlefield | $141,208 |

  80. 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 68-69. Changes in these assumptions and compensation changes will impact this value annually. There are no above-market earnings on deferred compensation. For Mses. Strable-Soethout and Friedrich, the 2024 Change in Pension Values are (158,455) and (54,280) respectively. For Mr. Pitz, the 2024 change in Pension Value is (8,755). Pursuant to SEC reporting rules, a negative Change in Pension Value is reported in the Summary Compensation Table as a zero. Mr. Bhatia is not eligible for the pension plan. 6 All Other Compensation for the Named Executive Officers consists of the following:

  81. Summary compensation table

    | Named Executive Officer | Perquisites & other personal benefitsa | Principal contributions to defined contribution plansb | Total | | Houston | $69,509 | $263,913 | $333,422 | | Strable-Soethout | $15,776 | $120,537 | $136,314 | | Pitz | $7,473 | $36,635 | $44,108 | | Bhatia | $12,835 | $17,250 | $30,085 | | Friedrich | $8,746 | $56,400 | $65,146 | | Littlefield | $16,155 | $105,635 | $121,790 |

  82. 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 $29,492 associated

  83. Summary compensation table

    | 62 | 2025 proxy statement | |

  84. Summary compensation table

    with his use of the Company’s corporate aircraft for limited personal travel, representing the operating cost to the Company. In addition, we have included director fees for Ms. Strable-Soethout and Mr. Bhatia 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 69.

  85. Summary compensation table

    | Named executive officer | 401(k) matching contribution made by principal | Excess plan matching contribution made by principal | Total | | Houston | $17,250 | $246,663 | $263,913 | | Strable-Soethout | $17,250 | $103,287 | $120,537 | | Pitz | $17,250 | $19,385 | $36,635 | | Bhatia | $17,250 | $0 | $17,250 | | Friedrich | $17,250 | $39,150 | $56,400 | | Littlefield | $17,250 | $88,385 | $105,635 |

  86. Summary compensation table

    7 Sum of the total dollar value of the other columns in this table. 8 Mr. Pitz became Interim Chief Financial Officer in August 2024. While Mr. Pitz received a one-time equity award of $400,000 with a 3-year cliff vesting schedule, his total compensation opportunity was not adjusted as a result of his role as Interim Chief Financial Officer.

  87. Grants of plan-based awards for fiscal year end December 31, 2024

    Grants of plan-based awards for fiscal year end December 31, 2024

  88. Grants of plan-based awards for fiscal year end December 31, 2024

    | | | 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 | | Name | Grant date1 | Threshold | Target | Maximum2 | Threshold | Target | Maximum | | | | | | Houston | | $0 | $4,081,731 | $12,245,192 | | | | | | | | | | 02/26/2024 | | | | 17,782 | 88,909 | 160,036 | | | | $7,122,500 | | | 02/26/2024 | | | | | | | 38,104 | | | $3,052,511 | | Strable-Soethout | | $0 | $1,709,204 | $5,127,612 | | | | | | | | | | 02/26/2024 | | | | 6,685 | 33,423 | 60,161 | | | | $2,677,517 | | | 02/26/2024 | | | | | | | 14,324 | | | $1,147,496 | | Pitz | | $0 | $327,692 | $983,077 | | | | | | | | | | 02/26/2024 | | | | 1,101 | 5,505 | 9,909 | | | | $441,006 | | | 02/26/2024 | | | | | | | 2,359 | | | $188,979 | | | 08/20/2024 | | | | | | | 5,183 | | | $400,024 | | Bhatia | | $0 | $2,419,610 | $7,258,831 | | | | | | | | | | 02/26/2024 | | | | 4,337 | 21,685 | 39,033 | | | | $1,737,185 | | | 02/26/2024 | | | | | | | 9,294 | | | $744,542 | | Friedrich | | $0 | $1,368,769 | $4,106,308 | | | | | | | | | | 02/26/2024 | | | | 4,214 | 21,072 | 37,930 | | | | $1,688,078 | | | 02/26/2024 | | | | | | | 9,031 | | | $723,473 | | Littlefield | | $0 | $1,330,769 | $3,992,308 | | | | | | | | | | 02/26/2024 | | | | 4,098 | 20,491 | 36,884 | | | | $1,641,534 | | | 02/26/2024 | | | | | | | 8,782 | | | $703,526 |

  89. Grants of plan-based awards for fiscal year end December 31, 2024

    | | 2025 proxy statement | 63 |

  90. Grants of plan-based awards for fiscal year end December 31, 2024

    The Human Resources Committee approved 2024 RSU and PSU grants for Messrs. Houston, Bhatia, Littlefield and Pitz, and Mses. Strable-Soethout and Friedrich on February 26, 2024. Mr. Pitz received a grant of $400,000 RSUs on August 20, 2024 upon taking on the Interim Chief Financial Officer role. 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 26, 2024. These PSUs will vest, if at all, according to the 2024-2026 PSU performance scale outlined on page 56, subject to continued employment through the end of the performance period. The maximum payout for the 2024 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 2024 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.

  91. Outstanding equity awards at fiscal year end December 31, 2024

    Outstanding equity awards at fiscal year end December 31, 2024

  92. Outstanding equity awards at fiscal year end December 31, 2024

    | | 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 | 272,815 | 0 | $58.68 | 03/05/2031 | | | | | | | 03/01/2022 | | | | | 39,579 | $3,063,784 | | | | | 03/07/2022 | | | | | | | 89,169 | $6,902,572 | | | 02/27/2023 | | | | | 34,265 | $2,652,447 | 79,951 | $6,189,015 | | | 02/26/2024 | | | | | 39,457 | $3,054,343 | 92,065 | $7,126,775 | | 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 | 64,330 | 0 | $58.68 | 03/05/2031 | | | | | | | 02/28/2022 | | | | | 10,626 | $822,533 | | | | | 03/07/2022 | | | | | | | 23,944 | $1,853,428 | | | 02/27/2023 | | | | | 11,886 | $920,130 | 27,735 | $2,146,998 | | | 02/26/2024 | | | | | 14,833 | $1,148,184 | 34,610 | $2,679,123 | | Pitz | 02/28/2022 | | | | | 1,767 | $136,788 | | | | | 03/07/2022 | | | | | | | 3,982 | $308,247 | | | 02/27/2023 | | | | | 1,904 | $147,354 | 4,442 | $343,825 | | | 02/26/2024 | | | | | 2,443 | $189,093 | 5,700 | $441,270 | | | 08/20/2024 | | | | | 5,277 | $408,514 | | |

  93. Outstanding equity awards at fiscal year end December 31, 2024

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  94. Outstanding equity awards at fiscal year end December 31, 2024

    | | 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 | | Bhatia | 02/28/2022 | | | | | 9,275 | $717,946 | | | | | 03/07/2022 | | | | | | | 20,899 | $1,617,792 | | | 02/27/2023 | | | | | 7,138 | $552,576 | 16,656 | $1,289,344 | | | 02/26/2024 | | | | | 9,624 | $744,989 | 22,455 | $1,738,228 | | Friedrich | 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 | 45,265 | 0 | $58.68 | 03/05/2031 | | | | | | | 02/28/2022 | | | | | 9,003 | $696,908 | | | | | 03/07/2022 | | | | | | | 20,285 | $1,570,262 | | | 02/27/2023 | | | | | 8,490 | $657,200 | 19,810 | $1,533,522 | | | 02/26/2024 | | | | | 9,352 | $723,908 | 21,820 | $1,689,091 | | Littlefield | 02/24/2020 | 51,285 | 0 | $51.73 | 02/24/2030 | | | | | | | 03/05/2021 | 31,550 | 0 | $58.68 | 03/05/2031 | | | | | | | 02/28/2022 | | | | | 8,833 | $683,770 | | | | | 03/07/2022 | | | | | | | 19,903 | $1,540,769 | | | 02/27/2023 | | | | | 8,249 | $638,532 | 19,248 | $1,489,963 | | | 02/26/2024 | | | | | 9,094 | $703,948 | 21,218 | $1,642,519 |

  95. Outstanding equity awards at fiscal year end December 31, 2024

    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 PSUs granted in 2022 are disclosed at 88% of target in accordance with ASC Topic 718. The PSUs granted in 2023 have a three-year performance period and are subject to continued performance through December 31, 2025. The PSUs granted in 2024 have a three-year performance period and are subject to continued performance through December 31, 2026. 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 $77.41 per share, the closing price of a share of common stock on the last trading day of the year, December 31, 2024, 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 and NQDC Plans.

  96. Outstanding equity awards at fiscal year end December 31, 2024

    | | 2025 proxy statement | 65 |

  97. 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 2024 for each Named Executive Officer on an aggregated basis.

  98. 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 | | 89,169 | $7,589,174 | | Strable-Soethout | 0 | | 23,944 | $2,037,874 | | Pitz | 0 | | 7,519 | $625,370 | | Bhatia | 10,530 | $232,228 | 27,673 | $2,327,340 | | Friedrich | 23,575 | $755,369 | 20,285 | $1,726,456 | | Littlefield | 0 | | 19,903 | $1,693,944 |

  99. 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 2022 that settled on February 24, 2025, at $85.11 upon Committee approval of the final performance modifier of 88% and the market value of RSUs granted in 2021 that vested on February 5, 2024 at $80.99.

  100. 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.

  101. Pension benefits

    Pension benefits

  102. 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 | 40 | $1,530,754 | $0 | | | NQDB | | $18,954,741 | | | Strable-Soethout | Qualified Plan | 34 | $888,942 | $0 | | | NQDB | | $5,114,334 | | | Pitz | Qualified Plan | 29 | $629,043 | $0 | | | NQDB | | $326,754 | | | Bhatia | Qualified Plan | 0 | $0 | $0 | | | NQDB | | $0 | | | Friedrich | Qualified Plan | 24 | $648,636 | $0 | | | NQDB | | $2,267,074 | | | Littlefield | Qualified Plan | 4 | $88,031 | $0 | | | NQDB | | $290,188 | |

  103. Pension benefits

    1 As of December 31, 2024. 2 Benefit calculations have been made using the following assumptions: • Discount rate (for Traditional Benefits paid as an annuity and all cash balance benefits): 4.90% for December 31, 2023, and 5.50% for December 31, 2024. • Cost of Living 1.6875% for December 31, 2023 and December 31, 2024. • Mortality: PRI-12 White Collar for December 31, 2023 and December 31, 2024. • Improvement: SOA MIM2021-v3 model using historical data through 2019 (graduated from 2017) for December 31, 2023 and SOA MIM2021-v4 model using historical data through 2019 (graduated from 2017) for December 31, 2024. • Convergence: 11-year convergence to SSA Trustees Report 2023 Intermediate (Alternative II) scenario with no special COVID impacts for December 31, 2023 and 11-year convergence to SSA Trustees Report 2024 Intermediate (Alternative II) scenario with no special COVID impacts for December 31, 2024. 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 (traditional earned prior to 2023), Friedrich, and Mr. Pitz (traditional earned prior to 2023) have elected their NQDB benefit to be paid as an annuity.

  104. Pension benefits

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  105. Pension benefits

    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, 2023, 8.40%. For December 31, 2024, 8.65%. • Mr. Littlefield has elected his Cash Balance benefit to be paid in a single lump sum. Ms. Strable-Soethout and Mr. Pitz have elected their Cash Balance benefit earned after 2022 to be paid in a single lump sum. • Lump Sum Mortality: For December 31, 2023, and December 31, 2024, IRS 417(e)(3) mortality at decrement. • Cost of living increase: 1.6875% for December 31, 2023, and December 31, 2024. • Retirement age of 65 for all participants; and • Cash balance interest for participants crediting rate of 5.0% for December 31, 2023, and December 31, 2024, if hired before July 1, 2019. If hired on or after July 1, 2019, the plan provides a fixed 4% interest credit.

  106. Non-qualified deferred compensation (excess and NQDC plans)

    Non-qualified deferred compensation (excess and NQDC plans)

  107. Non-qualified deferred compensation (excess and NQDC plans)

    | 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 end4 | | Houston | $351,885 | $246,663 | $1,543,369 | $0 | $13,112,312 | | Strable-Soethout | $445,878 | $103,287 | $1,225,456 | $0 | $8,860,823 | | Pitz | $32,769 | $19,385 | $87,561 | $0 | $645,156 | | Bhatia3 | $639,946 | $0 | $283,943 | $0 | $2,673,709 | | Friedrich | $67,923 | $39,150 | $99,160 | $0 | $927,493 | | Littlefield | $140,846 | $88,385 | $116,420 | $0 | $913,915 |

  108. Non-qualified deferred compensation (excess and NQDC plans)

    1 The amounts shown as “Named Executive Contributions” have either been included in the Salary column of the Summary Compensation Table on page 61 or represent annual incentive payment deferrals earned in 2023 and credited to the Named Executive Officers’ accounts during 2024. 2 The amounts shown as “Principal Contributions” are included in the “All Other Compensation Column” of the Summary Compensation table on page 61. 3 Mr. Bhatia is eligible for the NQDC Plan. All other NEOs are eligible for the Excess Plan. 4 The end of year 2024 aggregate balances include the following deferrals and matching contributions from years prior to 2023:

  109. Non-qualified deferred compensation (excess and NQDC plans)

    | Named Executive Officer | Employee deferral prior to 1/1/2024 | Principal match prior to 1/1/2024 | Total | | Houston | $3,509,279 | $2,407,538 | $5,916,817 | | Strable-Soethout | $4,208,575 | $884,101 | $5,092,676 | | Pitz1 | $231,458 | $93,708 | $325,166 | | Bhatia | $1,625,972 | $0 | $1,625,972 | | Friedrich | $322,960 | $218,193 | $541,153 | | Littlefield | $314,750 | $179,255 | $494,005 |

  110. Non-qualified deferred compensation (excess and NQDC plans)

    Due to the transition of administrative services occurring in 2013, an assumption on Mr. Pitz’s deferral and company contribution for the period prior to 1/1/2014 was necessary. Specifically, Mr. Pitz’s gross contribution to the Excess Plan for 2013 was $35,870. Using the relevant plan provisions, the breakout between deferral and company contributions was approximated and the respective amounts included in the totals ($20,497 employee deferral and $15,373 match for 2013).

  111. Non-qualified deferred compensation (excess and NQDC plans)

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  112. Qualified 401(k) plan, excess plan and NQDC plan

    | Investment option | 1 Year rate of return (12/31/2024) | | Principal Short-Term Income Fund (Institutional) | 5.11% | | Principal Government Money Market Fund (R6) | 5.17% | | Principal Finisterre Emerging Markets Total Return Bond Fund (Institutional) | 7.40% | | Principal Diversified Income Fund (R6) | 5.45% | | Principal High Yield Fund (R6) | 7.54% | | Principal Bond Market Index Fund (Institutional) | 1.16% | | Principal Core Fixed Income Fund (R6) | 1.59% | | Principal Government & High Quality Bond Fund (Institutional) | 0.61% | | Principal Inflation Protection Fund (Institutional) | 1.66% | | Principal Core Plus Fund (Institutional) | 0.91% | | Principal Diversified Real Asset Fund (R6) | 3.14% | | Principal SAM Conservative Balanced Fund (Institutional) | 8.81% | | Principal SAM Balanced Portfolio (Institutional) | 12.60% | | Principal SAM Conservative Growth Portfolio (Institutional) | 15.18% | | Principal LifeTime Hybrid Income Fund (R6) | 7.39% | | Principal LifeTime Strategic Income Fund (Institutional) | 6.65% | | Principal LifeTime 2015 Fund (Institutional) | 6.69% | | Principal LifeTime Hybrid 2015 Fund (R6) | 7.75% | | Principal LifeTime 2020 Fund (Institutional) | 7.43% | | Principal LifeTime Hybrid 2020 Fund (R6) | 8.44% | | Principal LifeTime 2025 Fund (Institutional) | 8.17% | | Principal LifeTime Hybrid 2025 Fund (R6) | 9.33% | | Principal LifeTime 2030 Fund (Institutional) | 9.05% | | Principal LifeTime Hybrid 2030 Fund (R6) | 10.49% | | Principal LifeTime 2035 Fund (Institutional) | 10.15% | | Principal LifeTime Hybrid 2035 Fund (R6) | 11.82% | | Principal LifeTime 2040 Fund (Institutional) | 11.52% | | Principal LifeTime Hybrid 2040 Fund (R6) | 13.58% | | Principal LifeTime 2045 Fund (Institutional) | 12.53% | | Principal LifeTime Hybrid 2045 Fund (R6) | 14.83% | | Principal LifeTime 2050 Fund (Institutional) | 13.28% | | Principal LifeTime Hybrid 2050 Fund (R6) | 15.85% | | Principal LifeTime 2055 Fund (Institutional) | 13.32% | | Principal LifeTime Hybrid 2055 Fund (R6) | 15.82% |

  113. 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:

  114. 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. | | Pitz | 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. | | Bhatia | 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. | | Littlefield | 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. |

  115. 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, Pitz, Bhatia, and Littlefield, 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, 2024.

  116. Severance plans

    | Named Executive Officer | Severance | Outplacement services | COBRA reimbursement | Total | | Houston | $10,556,731 | $40,000 | $40,560 | $10,637,291 | | Strable-Soethout | $4,462,500 | $40,000 | $25,779 | $4,528,279 | | Pitz | $1,134,000 | $40,000 | $24,682 | $1,198,682 | | Bhatia | $4,549,875 | $40,000 | $43,238 | $4,633,113 | | Friedrich | $2,597,286 | $40,000 | $43,238 | $2,680,524 | | Littlefield | $2,647,788 | $40,000 | $43,238 | $2,731,026 |

  117. Severance plans

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  118. 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 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.

  119. Change of control employment agreements

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  120. Change of control employment agreements

    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; • 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.

  121. Change of control employment agreements

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  122. 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, 2024; • Per share price of the Company’s common stock was $77.41, the closing price as of December 31, 2024, the last trading day of the year.

  123. 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 | $10,450,000 | $0 | $29,930,184 | $86,829 | $0 | $40,467,013 | | Strable-Soethout | $5,950,000 | $0 | $9,823,149 | $82,542 | $0 | $15,855,691 | | Pitz | $1,512,000 | $0 | $2,017,101 | $82,542 | $0 | $3,611,643 | | Bhatia | $6,066,500 | $0 | $6,881,438 | $105,600 | $0 | $13,053,538 | | Friedrich | $4,134,000 | $0 | $7,085,060 | $105,600 | $0 | $11,324,660 | | Littlefield | $4,020,000 | $0 | $6,909,589 | $105,600 | $0 | $11,035,189 |

  124. 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, 2024, where vesting would be accelerated, at a stock price of $77.41. Performance shares granted in 2022 and 2023 are valued at target, based on Company performance to date as of December 29, 2024. 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 are fully vested in their pension benefit.

  125. 2024 CEO pay ratio

    2024 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, 2024, 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 $16,503,308, which 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 $77,166. Based on this information, for 2024, the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was 214:1.

  126. 2024 CEO pay ratio

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  127. 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.

  128. Pay versus performance table

    | | Summary compensation table total for PEO1 | | Average summary compensation table total for non-PEO NEOs2,4 | Average compensation actually paid to non-PEO NEOs2,3,4 | Value of initial fixed $100 investment based on: | | | Non-GAAP operating earnings (in millions)6 | | Year | | Compensation actually paid to PEO1,3 | | | Total shareholder return | Peer group total shareholder return5 | Net income (in millions)6 | | | 2024 | $16,438,184 | $14,201,915 | $4,519,834 | $4,208,952 | $170.59 | $173.90 | $1,597.9 | $1,640.5 | | 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 |

  129. Pay versus performance table

    1 Daniel J. Houston was our Chief Executive Officer in all years reported. 2 During 2024, our non-PEO-NEOs consisted of Deanna D. Strable-Soethout, Kamal Bhatia, Amy C. Friedrich, Christopher J. Littlefield, and Joel M. Pitz. 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:

  130. Pay versus performance table

    | | 2024 | | | Adjustments to determine “compensation actually paid” for PEO and non-PEO NEOs | 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 | $790,074 | $25,833 | | Increase for “Service Cost” for Pension Plans | $369,096 | $114,327 | | Increase for “Prior Service Cost” for Pension Plans | $0 | $0 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | $10,389,399 | $2,467,947 | | 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 | $9,318,582 | $2,222,065 | | Increase for Fair Value of Awards Granted during year that Vest during year | $0 | $0 | | 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 | $(1,009,559) | $(221,054) | | Increase/deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | ($744,908) | $(152,646) | | 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 | $1,009,993 | $220,206 | | Total Adjustments | $(2,236,269) | $(310,882) |

  131. Pay versus performance table

    Excluding Mr. Pitz, Interim Chief Financial Officer, Non-PEO NEO Average Summary Compensation Table Total would have been $5,190,832, Non-PEO NEO Average Compensation Actually Paid would have been $4,808,484.

  132. Pay versus performance table

    | 78 | 2025 proxy statement | |

  133. Pay versus performance table

    Peer Group used is the S&P 500 Financials Index. 6 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.

  134. Pay versus performance—tabular list of most important financial performance measures

    Pay versus performance—tabular list of most important financial performance measures

  135. 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 |

  136. Pay versus performance relationship disclosure

    Pay versus performance relationship disclosure

  137. Compensation actually paid vs. total shareholder return

    Compensation actually paid vs. total shareholder return

  138. Compensation actually paid vs. total shareholder return

    | | 2025 proxy statement | 79 |

  139. Compensation actually paid vs. net income ($M)

    Compensation actually paid vs. net income ($M)

  140. Compensation actually paid vs. non-GAAP operating earnings

    Compensation actually paid vs. non-GAAP operating earnings

  141. Compensation actually paid vs. non-GAAP operating earnings

    | 80 | 2025 proxy statement | |

  142. Executive compensation benchmarking study participants

    Executive compensation benchmarking study participants