PRINCIPAL FINANCIAL GROUP INC
For the period ended May 21, 2024. Filed Apr 8, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2024 · Filed Apr 8, 2024
PFG$110.91-1.7%Stored close · as of Nov 6, 2026
Contents
Summary of Compensation Elements
Summary of Our Compensation Elements:
| | Compensation Component | | | | Objective | | | | Description and 2023 Highlights | |
|---|---|---|---|---|---|---|---|---|---|---|
| | Base Salary | | | | Provides fixed income based on the size, scope, and complexity of the Named Executive Officers’ role, performance, and relative position compared to market pay information. | | | | In 2023, the Committee increased certain Named Executive Officers’ base salaries, as detailed on page 41. | |
| | Annual Incentive (“PrinPay”) Compensation | | | | Motivates and rewards overall corporate objectives as well as the Named Executive Officers’ contribution to achieving our annual objectives. | | | | A range of earnings opportunities, expressed as a percentage of base salary, is established for each Named Executive Officer. Actual bonuses depend on individual employee results and overall Company performance and profitability. Company performance and profitability are measured by performance to goals on Non-GAAP Operating Earnings, Customer Driven Revenue Growth Metrics, Diversity Index Score, and a Free Capital Flow modifier. Details of the program are outlined on pages 41 to 44. Based on the Committee’s assessment of our 2023 PrinPay score, the Named Executive Officers earned bonuses at 85% of target, with individual modifiers ranging between 95% and 110%, as detailed on page 42 to 44. | |
| | Long-TermIncentiveCompensation | | | | Motivates and rewards long-term corporate performance as well as the Named Executive Officers’ contribution to achieving our long-term objectives. Reinforces the link between the interests of the Named Executive Officers and shareholders. Encourages retention. | | | | Each year, the Human Resources Committee establishes the long-term award opportunity for each Named Executive Officer. Through 2021, one half of the award was granted in stock options and the other half in PSUs. Commencing in 2022, awards are granted 70% in PSUs and 30% in time-based RSUs. PSUs are intended to incentivize participants to deliver on the Company’s defined financial goals. The value to participants varies based on the degree of achievement against those goals. PSUs typically have a three-year performance period and are measured on 50% average non-GAAP ROE and 50% Operating Margin1. Through 2021, the non-GAAP ROE portion of the award was also subject to a non-GAAP Book Value per Share threshold. Commencing in 2022, PSUs are subject to a Relative Total Shareholder Return2 (“RTSR”) metric with a range of 80% to 120%. We believe these are important metrics because Operating Margin measures profitability across our businesses, and non-GAAP ROE measures our efficiency in managing capital. Non-GAAP ROE is also a key measure for our shareholders. Time-based RSUs are intended to align participants with the Company’s long term value appreciation. RSUs have a three-year cliff vesting. | |
| | | | | | | | | | Details of the program are outlined on pages 44 to 46. | |
Operating Margin is defined as non-GAAP pre-tax operating earnings, divided by non-GAAP gross profit. Non-GAAP gross profit is defined as total non-GAAP operating revenues less benefits, claims, and settlement expenses less dividends to policyholders. See non-GAAP financial measure reconciliations in Appendix B.
| | | | Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | | | 37 | |
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