Principal Financial Group Files Definitive Proxy Statement

TL;DR

<b>Principal Financial Group filed its definitive proxy statement, detailing a strong 2023 performance driven by strategic execution and a diversified business model.</b>

AI Summary

PRINCIPAL FINANCIAL GROUP INC (PFG) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. Principal Financial Group filed a Definitive Proxy Statement (DEF 14A) on April 8, 2024. The filing covers the period ending May 21, 2024. CEO Dan Houston highlighted a strong 2023, characterized by strategic execution and resilience in a dynamic market. The company served 62 million customers in 2023. Principal Financial Group emphasized its diversified business model, unique combination of businesses, and expertise across high-growth markets as key differentiators.

Why It Matters

For investors and stakeholders tracking PRINCIPAL FINANCIAL GROUP INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding upcoming annual meetings, board nominations, executive compensation, and voting matters, enabling informed participation in corporate governance. The CEO's commentary highlights the company's strategic focus on asset management, retirement, and benefits/protection, indicating areas of planned growth and investment that could impact future shareholder value.

Risk Assessment

Risk Level: — PRINCIPAL FINANCIAL GROUP INC shows moderate risk based on this filing. The filing is a routine proxy statement, indicating no immediate material changes or significant risks beyond standard corporate governance disclosures.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation, board proposals, and vote accordingly at the upcoming annual meeting.

Key Numbers

• 2023 — Fiscal Year (Year of strong performance highlighted by CEO)
• 62 million — Customers (Number of customers served in 2023)

Key Players & Entities

• PRINCIPAL FINANCIAL GROUP INC (company) — Registrant Name
• Dan Houston (person) — CEO, Chairman, and President
• 62 million (dollar_amount) — customers served in 2023

FAQ

Industry Context

Principal Financial Group operates in the insurance and financial services sector, with a focus on asset management, retirement, and benefits.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees and voting proposals.
2. Examine executive compensation packages and any related shareholder advisory votes.
3. Note the company's strategic priorities for asset management, retirement, and benefits/protection.

Key Dates

• 2024-04-08T00:00:00.000Z: Filing Date — Definitive Proxy Statement filed

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual proxy statement, indicating routine corporate governance disclosures.

Key Financial Figures

• $91 b — date funds reached an all-time high of $91 billion, with over $1 billion in positive
• $1 billion — all-time high of $91 billion, with over $1 billion in positive net cash flow in 2023. Thes
• $2 billion — l Alternative Credit business surpassed $2 billion since it launched in 2020. We have gene
• $3 billion — expectations, largely because of nearly $3 billion in pension risk transfer sales (increas
• $1.9 billion — on risk transfer sales (increasing from $1.9 billion in 2022) and the launch of our first Re
• $1.6 billion — outlook call. Key results include: $1.6 billion of full year 2023 non-GAAP operating ea
• $6.55 — r 2023 non-GAAP operating earnings , or $6.55 per diluted share. Excluding significan
• $695 billion — high end of our 2023 guidance range. $695 billion of total company managed assets under m
• $1.3 billion — our businesses and returning more than $1.3 billion of capital to shareholders through shar
• $18 million — lobal community investment of more than $18 million in 2023. I encourage you to read more a
• $623 m — rincipal Financial Group, Inc. (PFG) of $623 million, or $2.55 per diluted share, incl
• $2.55 — l Group, Inc. (PFG) of $623 million, or $2.55 per diluted share, includes $892 millio
• $892 million — n, or $2.55 per diluted share, includes $892 million of loss from exited business. This Pr
• $0.7 billion — ital to shareholders in 2023, including $0.7 billion of share repurchases and $0.6 billion i
• $0.6 billion — g $0.7 billion of share repurchases and $0.6 billion in common stock dividends Strong capit

Filing Documents

• tm2330788d4_def14a.htm (DEF 14A) — 2463KB
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Executive Compensation

Executive Compensation 32 Compensation Discussion and Analysis ("CD&A") 33 Executive Summary 33 Our Compensation Program Philosophy 33 Our Compensation Principles 33 Compensation Policies 34 2023 Company Performance Highlights 35 2023 Compensation Highlights 36 Summary of Compensation Elements 37 How We Make Compensation Decisions 38 2023 Executive Compensation Decisions 40 Key Elements of Fiscal 2023 Compensation Program 40 Base Salary 41 Annual Incentive Compensation 41 Long-Term Incentive Compensation 44 Timing of Stock Option Awards and Other Equity Incentives 46 Benefits 46 Change of Control and Separation Pay 47 Stock Ownership Guidelines 47 Hedging and Pledging Policy 48 Repricing Policy 48 Clawback Policy 48 Gross-Up Policy 48 Human Resources Committee Report 48 Risk Assessment of Employee Incentive Plans 49 Summary Compensation Table 50 Grants of Plan-Based Awards for Fiscal Year End December 31, 2023 52 Outstanding Equity Awards at Fiscal Year End December 31, 2023 53 Option Exercises and Stock Vested 54 Pension Plan Information 54 Pension Distributions 56 Pension Benefits 56 Non-Qualified Deferred Compensation 57 Qualified 401(k) Plan and Excess Plan 57 Severance Plans 59 Change of Control Employment Agreements 59 Potential Payments Upon Termination Related to a Change of Control 62 2023 CEO Pay Ratio 62 Pay Versus Performance Table 63 Pay Versus Performance—Tabular List of Most Important Financial Performance Measures 64 Pay Versus Performance Relationship Disclosure 64 Proposal Two—Advisory Vote to Approve Executive Compensation 66 Proposal Three—Ratification of Appointment of Independent Public Accounting Firm 67 Audit Fees 67 Audit-Related Fees 67 Tax Fees 67 All Other Fees 67

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners and Management 69 Delinquent Section 16(a) Reports 70 Questions and Answers About the Annual Meeting 71 Appendix A Executive Compensation Benchmarking Study Participants A-1 Appendix B Non-GAAP Financial Measure Reconciliations B-1 Notice of 2024 Annual Meeting of Shareholders and Proxy Statement 2 TABLE OF CONTENTS Proxy Summary Voting Proposals Overview Proposals 1 Election of Directors Our Board of Directors believes that you should vote FOR each of the listed director nominees because they have the appropriate skills and experience to oversee the direction of our company at this time. See page 10 2

Executive Compensation ("Say-on-Pay")

Executive Compensation ("Say-on-Pay") Our Board of Directors believes that you should vote FOR the approval of compensation of our named executive officers because it appropriately incentivizes them to grow our business and return value to shareholders. See page 66 3 Ratification of the Appointment of Ernst & Young LLP as the Company's independent auditors for 2024 Our Board of Directors believes that you should vote FOR the approval of Ernst & Young because they offer a wide range of audit services at reasonable cost, and we have a strong working relationship with them. See page 67 Corporate Snapshot Full year 2023 net income attributable to Principal Financial Group, Inc. (PFG) of $623 million, or $2.55 per diluted share, includes $892 million of loss from exited business. This Proxy Statement contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words "expect," "may," "could," "believe," "would," "might," "anticipates," or similar words. The principal forward-looking statements in this Proxy Statement include our sustainability goals, commitments, and programs; and our business plans, initiatives, and objectives. Although we believe there is a reasonable basis for these forward-looking statements, our actual results could be significantly different. The most important factors that could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors included in our annual report on Form 10-K. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement. This Proxy Statement contains references to certain Non-GAAP financial measures, including "Non-GAAP operating earnings" and "Non-GAAP return on equity." These are not measures of financial performance under generally accepted accounting principles (GAAP) and may

Executive Compensation

Executive Compensation Financial Services Human Resources/Talent Management International Marketing Mergers & Acquisitions Product Development Risk Management Strategic Planning Sustainability/ESG Technology Notice of 2024 Annual Meeting of Shareholders and Proxy Statement 7 TABLE OF CONTENTS Diversity of Our Board The Company believes that Board diversity is an integral part of effective corporate governance, as well as our values. Diversity on our Board has been a longstanding objective of the Company as reflected in our Board composition and in our Diversity Policy. In addition to other considerations, including skills and expertise, the Nominating and Governance Committee reviews the Board's diversity in terms of backgrounds, experiences, gender, generation, national origin, and race when recruiting new Directors. Our current Board reflects these values, with our independent Board members comprising 42% women and 33% people of color. The below chart provides the details of the entire Board as of April 8, 202

View Full Filing

View this DEF 14A filing on SEC EDGAR