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PROXY STATEMENT

PRINCIPAL FINANCIAL GROUP, INC.
750 PARK
DES MOINES, IOWA 50392-0100

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​	​ QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING2016 Proxy Statement3

Why didn't I receive a copy of the paper proxy materials?

              The Securities and Exchange Commission ("SEC") rules allow companies to deliver a notice of Internet availability of proxy materials to shareholders and provide Internet access to those proxy materials. Shareholders may obtain paper copies of the proxy materials free of charge by following the instructions provided in the notice of Internet availability of proxy materials.

Why did I receive notice of and access to this proxy statement?

              The Board of Directors ("Board") of Principal Financial Group, Inc. ("Company") is soliciting proxies to be voted at the annual meeting of shareholders to be held on May 19, 2015, at 9:00 a.m., Central Daylight Savings Time, at 750 Park, Des Moines, Iowa, and at any adjournment or postponement of the meeting ("Annual Meeting"). When the Board asks for your proxy, it must send or provide you access to proxy materials that contain information required by law. These materials were first made available, sent or given to shareholders on April 8, 2015.

What is a proxy?

              It is your legal designation of another person to vote the stock you own. The other person is called a proxy. When you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. The Company has designated three of the Company's officers to act as proxies for the 2015 Annual Meeting: Timothy M. Dunbar, Executive Vice President and Chief Investment Officer; Terrance J. Lillis, Executive Vice President and Chief Financial Officer; and Karen E. Shaff, Executive Vice President, General Counsel and Secretary.

What will the shareholders vote on at the Annual Meeting?

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Election of three Directors for three year terms;

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An advisory vote to approve named executive officer compensation; and

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Ratification of the appointment of independent auditors.

Will there be any other items of business on the agenda?

              The Company does not expect any other items of business because the deadline for shareholder proposals and nominations has passed. However, if any other matter should properly come before the meeting, the people authorized by proxy will vote according to their best judgment.

Who can vote at the Annual Meeting?

              Shareholders as of the close of business on March 23, 2015 ("Record Date") can vote at the Annual Meeting.

How many votes do I have?

              You will have one vote for every share of Company common stock ("Common Stock") you owned on the Record Date.

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What constitutes a quorum?

              One third of the outstanding shares of Common Stock as of the Record Date. On the Record Date, there were 294,681,997 shares of Common Stock outstanding. A quorum must be present, in person or by proxy, before any action can be taken at the Annual Meeting, except an action to adjourn the meeting.

How many votes are required for the approval of each item?

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Each nominee for Director will be elected if there are more votes for the nominee than votes against the nominee. Directors are elected by the majority of votes cast in uncontested Director elections.



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The advisory vote to approve the Company's named executive officer compensation will be approved if there are more votes for the proposal than against the proposal.



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The appointment of the independent auditors will be ratified if there are more votes for the proposal than votes against the proposal.



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Abstentions and broker non votes will be treated as being present at the meeting for the purpose of determining a quorum but will not be counted as votes for the proposals. They have no impact on the Director nominees, the advisory vote to approve named executive officer compensation or ratification of independent auditors.

What are Broker Non votes?

              If your shares are held in a brokerage account, your broker will ask you how you want your shares to be voted. If you give your broker directions, your shares will be voted as you direct. If you do not give directions, the broker may vote your shares on routine items of business, but not on non routine items. Proxies that are returned by brokers because they did not receive directions on how to vote on non routine items are called "broker non votes."

How do I vote by proxy?

              Shareholders of record may vote by mail, by telephone or through the Internet. Shareholders may vote "for," "against" or "abstain" from voting for each of the Director nominees, the advisory vote to approve named executive officer compensation, and the proposal to ratify the appointment of the independent auditors.

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By Mail.  Sign and date each proxy or voting instruction card you receive and return it in the prepaid envelope. Sign your name exactly as it appears on the proxy. If you are signing as a representative (for example, as an attorney in fact, executor, administrator, guardian, trustee or an officer or agent of a corporation or partnership), indicate your name and your title or capacity. If the stock is held in custody for a minor, the custodian should sign, not the minor. If the stock is held in joint ownership, one owner may sign on behalf of all owners.



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By Telephone.  Follow the instructions on the proxy or voting instruction card or the instructions in the email message that notified you of the availability of the proxy materials. If you vote by telephone, do not return your proxy or voting instruction card. Telephone voting for proxy cards will be available until 1:00 a.m., Central Daylight Time, on May 19, 2015 and until 1:00 a.m., Central Daylight Time, on May 15, 2015, for voting instruction cards.



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Through the Internet.  You may vote on line atwww.investorvote.com. Follow the instructions provided in the notice of Internet availability of proxy materials or on the proxy or voting instruction card. If you vote through the Internet, do not return your proxy or voting instruction card. Internet voting for proxy cards will be available until 1:00 a.m., Central Daylight Time, on May 19 2015, and until 1:00 a.m., Central Daylight Time, on May 15, 2015, for voting instruction cards.

How do I vote shares that are held by my broker?

              If you own shares held by a broker, you may direct your broker or other nominee to vote your shares by following the instructions that your broker provides to you. Most brokers offer voting by mail, telephone and through the Internet.

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How do I vote in person?

              If you are going to attend the Annual Meeting, you may vote your shares in person. However, we encourage you to vote in advance of the meeting by mail, telephone or through the Internet even if you plan to attend the meeting.

How do I vote my shares held in the Company's 401(k) plan?

              The trustees of the plan will vote your shares in accordance with the directions you provide by voting on the voting instruction card or the instructions in the email message that notified you of the availability of the proxy materials. Shares for which voting instructions are not received are voted in the discretion of the trustees.

How are shares held in the Demutualization separate account voted?

              The Company became a public company on October 26, 2001, when Principal Mutual Holding Company converted from a mutual insurance holding company to a stock company (the "Demutualization") and the initial public offering of shares of the Company's Common Stock was completed. The Company issued Common Stock to Principal Life Insurance Company ("Principal Life"), and Principal Life allocated this Common Stock to a separate account that was established to fund policy credits received as Demutualization compensation by certain employee benefit plans that owned group annuity contracts. Although Principal Life will vote these shares, the plans may give Principal Life voting directions. A plan may give voting directions by following the instructions on the voting instruction card or the instructions in the message that notified you of the availability of proxy materials. Principal Life will vote the shares as to which it received no direction in the same manner, proportionally, as the shares in the Demutualization separate account for which it has received directions.

Who counts the votes?

              Votes will be counted by Computershare Trust Company, N.A.

What happens if I do not vote on an issue when returning my proxy?

              If no specific instructions are given, proxies that are signed and returned will be voted as the Board of Directors recommends:

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"For" the election of all Director nominees;

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"For" approval of the Company's named executive officer compensation and

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"For" the ratification of Ernst & Young LLP as independent auditors.

How do I revoke my proxy?

              If you hold your shares in street name, you must follow the instructions of your broker or bank to revoke your voting instructions. Otherwise, you can revoke your proxy or voting instructions by voting a new proxy or instruction card or by voting at the meeting.

What should I do if I want to attend the Annual Meeting?

              Please bring photo identification and, if your stock is held by a broker or bank, evidence of your ownership of Common Stock as of March 23, 2015. The notice of Internet availability of proxy materials you received in the mail, a letter from your broker or bank or a photocopy of a current account statement will be accepted as evidence of ownership.

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How do I contact the Board?

              The Company has a process for shareholders and all other interested parties to send communications to the Board through the Lead Director. You may contact the Lead Director of the Board through the Investor Relations section of the Company's website atwww.principal.com, or by writing to:

Lead Director, c/o Karen E. Shaff
Executive Vice President, General Counsel and Secretary
Principal Financial Group, Inc.
Des Moines, Iowa 50392-0300

              All emails and letters received will be categorized and processed by the Company's Secretary and then sent to the Company's Lead Director.

How do I submit a shareholder proposal for the 2016 Annual Meeting?

              The Company's next annual meeting is scheduled for May 17, 2016. Proposals should be sent to the Company's Secretary. Proposals to be considered for inclusion in next year's proxy statement must be received by December 10, 2015. In addition, the Company's By-Laws provide that any shareholder wishing to propose any other business at the annual meeting must give the Company written notice between January 19, 2016 and February 23, 2016. That notice must provide other information as described in the Company's By-Laws, which are on the Company's website,www.principal.com.

What is "householding?"

              We send shareholders of record at the same address one copy of the proxy materials unless we receive instructions from a shareholder requesting receipt of separate copies of these materials.

              If you share the same address as multiple shareholders and would like the Company to send only one copy of future proxy materials, please contact Computershare Trust Company, N.A. at 866-781-1368, or P.O. Box 43078, Providence, RI 02940-3078. You can also contact Computershare to receive individual copies of all documents.

Where can I receive more information about the Company?

              We file reports and other information with the SEC. This information is available on the Company's website atwww.principal.com and at the Internet site maintained by the SEC atwww.sec.gov. You may also contact the SEC at 1-800-SEC-0330. The Audit, Finance, Human Resources and Nominating and Governance Committee charters, the Company's Corporate Governance Guidelines, and the Corporate Code of Business Conduct and Ethics are also available on the Company's website,www.principal.com.

              The Board urges you to exercise your right to vote by using the Internet or telephone or by returning the proxy orvoting instruction card.

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Director Qualifications, Director Tenure, Process for Identifying and Evaluating Director Candidates and Diversity of the Board

All Board members have:

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Experience which support the Company's core value of integrity;

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Training or experience which is useful to Principal in light of its strategy, initiatives and risk factors; and

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A demonstrated willingness and ability to prepare for, attend and participate effectively in Board and Committee meetings.

Several current independent Directors have led businesses or major business divisions as CEO or President (Ms. Bernard, Dr. Costley, Mr. Dan, Mr. Ferro, Dr. Gelatt, Mr. Hochschild, Mr. Pickerell and Ms. Tallett). The following chart shows areas central to the Company's strategy, initiatives and operations for which independent Directors have specific training and executive level experience that assists them in their responsibilities.

Though the Board does not have a formal diversity policy, diversity of the Board is a valued objective. Therefore, the Nominating and Governance Committee reviews the Board's needs and diversity in terms of race, gender, national origin, backgrounds, experiences and areas of expertise when recruiting new Directors. Forty percent of the Company's independent Directors are women. The Board's diversity objective reflects the values of the Company as

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well. Principal has been recognized as one of the National Association of Female Executives' Top Companies for Executive Women for 13 consecutive years; received top marks from the Human Rights Campaign Foundation's 2016 Corporate Equality Index; and was named one of the 25 most influential companies for veteran hiring by Diversity Journal in 2015. We also were named one of the Ethisphere Institute World's Most Ethical Companies, Forbes America's Best Employers, and Working Mother magazine's 100 Best Companies. The Board's effectiveness benefits from Directors who have the skills, backgrounds and qualifications needed by the Board and who also increase the Board's diversity.

The Board believes that its thorough Director performance reviews and healthy Board refreshment processes better serve Principal and its stakeholders than would mandatory term limits. Strict term limits would require that Principal lose the continuing contribution of Directors who have invaluable insight into Principal and its industry, strategies and operations as a result of their experience. Directors' terms must not extend past the annual meeting following their 72nd birthday. The tenure of the independent Directors is listed below. The average tenure of Principal's independent Directors is 13.2 years.

Two new independent Directors were added to the Board in 2015: Roger C. Hochschild and Blair C. Pickerell. Mr. Hochschild has executive level experience in asset and investment management, retail consumer services, executive compensation, financial services, marketing, mergers & acquisitions, product development, risk management and strategic planning. Mr. Pickerell has extensive experience with the asset and investment management and financial services industries as well as considerable international expertise. Both additions were the result of a lengthy search that included consideration of numerous highly qualified director candidates. The search was led by the Nominating and Governance Committee, with the assistance of a search firm. Director candidates met with Betsy J. Bernard, Chair of the Nominating and Governance Committee, Lead Director Elizabeth Tallett, Mr. Zimpleman (then Chairman and CEO) and other members of senior management. The Nominating and Governance Committee is in the process of identifying a replacement for Dr. Costley, who has reached the Board's retirement age. We anticipate that three additional tenured Directors will be replaced over the next six years, continuing our process of regularly refreshing the talents and perspectives reflected on our Board. The tenure of the Directors, as reflected in the chart above, balances deep knowledge of the Company, its industry and relevant issues, with fresh perspectives and additional expertise, while providing the oversight and independence needed to meet the interests of our shareholders.

Communicating with stakeholders including clients, customers, employees, and investors, has always been an important part of how Principal conducts its business. Principal has had in place for some time a formal engagement process with shareholders around matters of corporate governance. This past year, with the Board's Lead Director, we met in person with holders of a significant percentage of the Company's outstanding Common Stock and had robust discussions regarding our core corporate governance policies. These discussions provided us with helpful insight into shareholders' views on current governance topics, which were reported to the Nominating and Governance Committee and the full Board. This process, and past engagement efforts, regularly supplement relevant communications regarding corporate governance made through the Company's website and by the Investor Relations staff.

The Nominating and Governance Committee will consider shareholder recommendations for Director candidates sent to it c/o the Company Secretary. Director candidates nominated by shareholders are evaluated in the same manner as Director candidates identified by the Committee and search firms it retains.

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​ PROPOSAL ONE — ELECTION OF DIRECTORS2016 Proxy Statement5

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Proposal One—Election of Directors

The Board is divided into three classes, with each class having a three yearthree-year term. All of the nominees are currently Directors of Principal. We have no reason to believe that any of the Company. Richard L. Keysernominees will retire frombe unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted at the 2016 Annual Meeting for another person nominated as a substitute by the Board, effective asor the Board may reduce the number of directors.

The Board of Directors recommends that shareholders vote "For" all of the 2015nominees for election at the Annual Meeting. He is not eligible

Nominees for reelection because the Board has a policy requiring that each Director's tenure shall not extend beyond the annual meeting following the Director's 72nd birthday. In addition, Luca Maestri has decided not to stand for re-election to the Board due to his other professional responsibilities.

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Sandra L. Helton Age: 66 Director Since: 2001	​	Committees: Audit (Chair), Finance, Executive Public Directorships/Past 5 Years: Lexmark International, Inc Former Public Directorships/Past 5 Years: Covance, Inc. Ms. Helton was Executive Vice President and Chief Financial Officer—Telephone and Data Systems, Inc. ("TDS"), a diversified telecommunications organization that includes United States Cellular Corporation, from 1998 through 2006. As of December 31, 2006, TDS served 7 million customers/units in 36 states with annual revenues of $4.5 billion. In her role, Ms. Helton had responsibility for the Finance, Information Technology, and other corporate functions. Prior to joining TDS, Ms. Helton spent 26 years with Corning Incorporated, where she held engineering, strategy and finance positions, including Senior Vice President and Treasurer from 1991-1997. She also served as Vice President and Corporate Controller of Compaq Computer Corporation from 1997-1998. SKILLS AND QUALIFICATIONS: Ms. Helton has global executive level experience in corporate strategy, finance, accounting and control, treasury, investments, information technology and other corporate administrative functions, as well as extensive corporate governance experience. Ms. Helton graduated from the University of Kentucky in 1971 with a B.S. degree in mathematics, summa cum laude, and earned an S.M. degree from Massachusetts Institute of Technology's Sloan School in 1977 with double majors in Finance and Planning & Control.
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Blair C. Pickerell Age: 59 Director Since: August 17, 2015	​	Committees: Finance, Nominating and Governance (each since August 17, 2015) and Strategic Issues (since September 23, 2015) Public Directorships/Past 5 Years: Dah Sing Financial Holdings (limited) (current). Mr. Pickerell served as Chairman, Asia, Nikko Asset Management from 2010-July 2015. From 2007-2010, he was CEO, Asia, at Morgan Stanley Investment Management. He has also served as Chief Executive, Asia Pacific, of HSBC Asset Management and as Chairman of Jardine Fleming Funds. Mr. Pickerell's current international service includes memberships on the Supervisory Committee for the Tracker Fund of Hong Kong; on the International Advisory Board of the Securities and Exchange Board of India; on the Listing Committee of The Stock Exchange of Hong Kong; and as Director of the Faculty of Business and Economics of The University of Hong Kong. The Nominating and Governance Committee used a search firm to identify and recruit Mr. Pickerell. SKILLS AND QUALIFICATIONS: In addition to his extensive leadership record in the investment and asset management and financial services industries, Mr. Pickerell has executive level experience in the retail consumer, international, marketing, mergers & acquisitions, product development and strategic planning. He is fluent in Mandarin Chinese. He earned a bachelor's degree from Stanford University and an MBA from Harvard Business School.
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Continuing Class II Directors With Terms Expiring in 2018

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Roger C. Hochschild Age:49 50 Director Since: March 18, 2015	​	Committees: Strategic Issues (since September 23, 2015) and Audit and Human Resources (effective May 18, 2015) Public Directorships/Past 5 Years: None Mr. Hochschild has been the President and Chief Operating Officer of Discover Financial Services since 2004. He served as the Chief Administrative Officer, Executive Vice President and Chief Strategy Officer of Morgan Stanley from 2001 to 2004. He served as Chief Marketing Officer of Discover Financial Services from 1998 to 2001. He served as a Senior Executive Vice President of MBNA America Bank from 1994 to 1998. He has been a Director of Student Loan Corporation since December 31, 2010. The Nominating and Governance Committee used a search firm to identify and recruit Mr. Hochschild. SKILLS AND QUALIFICATIONS: Mr. Hochschild has executive level experience in asset and investment management, retail consumer services, executive compensation, financial services, marketing, mergers & acquisitions, product development, risk management and strategic planning. He holds a bachelor's degree in economics from Georgetown University and an M.B.A. from the Amos Tuck School at Dartmouth College.
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Daniel J. Houston Age: 53 54 Director since:Since: 2014	​	November 25, 2014 Former Public Directorships/Past 5 Years: Catalyst Health Solutions, Inc, 2005-2012Inc. Mr. Houston has been President and Chief OperatingExecutive Officer of the Company and Principal Life since August 18, 2015. He served as President and Chief Operating Officer from November 25, 2014.2014-August 17, 2015. He joined the CompanyPrincipal Life in 1984, and has held a number of management positions in the Company. He was named Executive Vice President in 2006, and President of President—Retirement, and Investor Services in 2008. He became President-Retirement, Insurance and Financial Services in 2009. ("RIS") from 2009-2014, President, RIS from 2008-2009 and Executive Vice President, RIS from 2006-2008. He is active on a numbermember of the boards includingof directors of the American Council of Life Insurers, the Financial Services Roundtable, Business Roundtable, Iowa Business Council, Greater Des Moines Partnership, for a Healthier America, Employee Benefits Research Institute, America's Health Insurance Plans, United Way of Central Iowa and the Iowa State University Business School Dean's Advisory Council, United Way of Central Iowa and formerly served on the board of Mercy Medical Center and the Iowa Natural Heritage Foundation.Partnership for a Healthier America. SKILLS AND QUALIFICATIONS: Mr. Houston has operational expertise, global awareness, and deep talent leadership skills. During his career with the Company, he has worked in sales, managed numerous businesses and helped lead the transformation of the Company to a global investment management leader. He has extensive operational experience, as well as expertise in risk management, executive compensation, corporate governance, marketing and sales, and mergers and acquisitions. Mr. Houston received a bachelor's of science degree from Iowa State University in 1984.
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Elizabeth E. Tallett Age: 66 67 Director since:Since: 1992 (Principal Life), 2001 (the Company)	​	Committees: Human Resources, Nominating and Governance, Executive Public Directorships/Past 5 Years: Meredith Corporation, (current), Qiagen, N. V., (current), Anthem, Inc. (current), Former Public Directorships/Past 5 Years: Coventry Health Care, Inc., Immunicon, Inc., IntegraMed America, Inc., Varian, Inc. and Varian SemiConductor Equipment Associates, Inc. Ms. Tallett has been Lead Director since 2007 and has also served as Alternate Lead Director. She was honored recently with a 2015 Outstanding Director award from theFinancial Times.Times. Ms. Tallett was Principal of Hunter Partners, LLC, a management company for early to mid stage pharmaceutical, biotech and medical device companies, from July 2002 to Feb 2015. She continues to operate as a consultant to early stage pharmaceutical and healthcare companies. She has more than 30 years' experience in the biopharmaceutical and consumer industries. SKILLS AND QUALIFICATIONS: Ms. Tallett's senior management experience includes being President and Chief Executive Officer of Transcell Technologies, Inc., President of Centocor Pharmaceuticals, member of the Parke-Davis Executive Committee, and Director of Worldwide Strategic Planning for Warner-Lambert. In addition to her leadership and financial management in pharmaceutical and biotechnology firms, she has executive level experience in multinational companies, international operations, economics, strategic planning, marketing, product development, technology, executive compensation and mergers and acquisitions. She received a bachelor's degree with honors in mathematics and economics from the University of Nottingham in England.
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Continuing Class III Directors With Terms Expiring in 2016

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Continuing Directors in Class I With Terms Expiring in 2017		Michael T. Dan Age: 64 Director since: 2006 Committees: Human Resources (Chair), Nominating and Governance (effective May 18, 2015) Public Directorships/Past 5 Years: The Brink's Company Mr. Dan was Chairman, President and Chief Executive Officer of The Brink's Company, a global provider of secure transportation and cash management services, from 1999-2011. The Brink's Company had 70,000 employees worldwide, operations in over 100 countries and $3.8 billion in revenue in 2011. Prior to joining Brink's, Mr. Dan served as president of Armored Vehicle Builder, Inc. SKILLS AND QUALIFICATIONS: In addition to leading and being responsible for financial management of Brink's, Mr. Dan has executive level experience in international operations, risk management, strategic planning, brand management, executive compensation, customer service, marketing and mergers and acquisitions. He studied business and accounting at Morton College in Cicero, Illinois, and completed the advanced management program at Harvard Business School.
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		C. Daniel Gelatt Age: 67 Director since: 1988 (Principal Life), 2001 (the Company) Committees: Audit, Human Resources, Strategic Issues (Chair) Public Directorships/Past 5 Years: None Dr. Gelatt has been President of NMT Corporation since 1987. NMT is an industry leader in mobile mapping and workforce automation software and has been providing analog and digital imaging services to clients worldwide for more than 40 years. He was an Assistant Professor in the Physics Department at Harvard University, where he earned his Ph.D., and was a research manager at the IBM T.J. Watson Research Center before joining the Gelatt companies in 1982. SKILLS AND QUALIFICATIONS: In addition to leading and having financial responsibility for NMT and other Gelatt privately owned companies, he has an extensive background in software and nonlinear optimization and executive level experience in product development, marketing and strategic planning. He earned his bachelor's and master's degrees at the University of Wisconsin and his MA and Ph.D. at Harvard University.
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		Sandra L. Helton Age: 65 Director since: 2001 Committees: Audit (Chair), Finance, Executive Public Directorships/Past 5 Years: Lexmark International, Inc. (current), Covance, Inc. Ms. Helton was Executive Vice President and Chief Financial Officer — Telephone and Data Systems, Inc. ("TDS"), a diversified telecommunications organization that includes United States Cellular Corporation, from 1998 through 2006. As of December 31, 2006, TDS served 7 million customers/units in 36 states with annual revenues of $4.5 billion. In her role, Ms. Helton had responsibility for the Finance, Information Technology, Strategic Planning, Corporate Communications, and Corporate Secretary functions. Prior to joining TDS, Ms. Helton spent 26 years with Corning Incorporated, where she held engineering, strategy and finance positions, including Senior Vice President and Treasurer from 1991-1997. She also served as Vice President and Corporate Controller of Compaq Computer Corporation from 1997-1998. SKILLS AND QUALIFICATIONS: Ms. Helton has global executive level experience in corporate strategy, finance, accounting and control, treasury, investments, information technology and other corporate administrative functions, as well as extensive corporate governance experience. Ms. Helton graduated from the University of Kentucky in 1971 with a B.S. degree in mathematics, summa cum laude, and earned an S.M. degree from Massachusetts Institute of Technology's Sloan School in 1977 with double majors in Finance and Planning & Control.
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		Larry D. Zimpleman Age: 63 Director since: 2006 Committees: Executive (Chair) Public Directorships/Past 5 Years: None Mr. Zimpleman has been Chairman and Chief Executive Officer of the Company and Principal Life since November of 2014 and was Chairman, President and Chief Executive Officer from May 2009-November 2014; and President and Chief Executive Officer of the Company and Principal Life from May 2008-May 2009. He was President and Chief Operating Officer of the Company and Principal Life from June 2006 to May 2008 and President, Retirement and Investor Services of the Company and Principal Life from December 2003 to June 2006. He joined Principal Life in 1971 as an actuarial intern. SKILLS AND QUALIFICATIONS: In addition to leading the Company and Principal Life as Chief Executive Officer since 2008, Mr. Zimpleman is a member of the board of directors of the American Council of Life Insurers, is the Chairman of the Financial Services Roundtable, and chairs the board of trustees of Drake University. He is Chair of the Iowa Business Council and formerly chaired the Principal Funds Board of Directors. He earned a bachelor's degree and master's degree in business administration from Drake University in Des Moines, Iowa.
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Continuing Directors in Class I With Terms Expiring in 2017

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		Betsy J. Bernard Age: 60 Director since:Since: 1999 (Principal Life), 2001 (the Company)	​	Committees: Nominating and Governance (Chair), Human Resources (until May 18, 2015), Finance (effective May 18, 2015), Executive Public Directorships/Past 5 Years: Zimmer Holdings, Inc. (current), SITO Mobile, Inc (current)Inc. (Chair of the Nominating and Governance Committee) Ms. Bernard has been Alternate Lead Director since May 21, 2007. Ms. Bernard was President of AT&T from October 2002 until December 2003 where she led more than 50,000 employees with AT&T Business, then a nearly $27 billion organization serving four million business customers. She was Chief Executive Officer of AT&T Consumer 2001-2002, which served about 40 million consumers and contributed $11.5 billion to AT&T's normalized revenue in 2002. She was head of the consumer and small business division as Executive Vice President — President—National Mass Markets at Qwest Communications from 2000-2001, and responsible for all retail markets at U S West as Executive Vice President — President—Retail from 1998-2000. Ms. Bernard was a 2015 NACD Directorship 100 Honoree, and is the Chair of the Advisory Board of the Center on Religion, Culture & Conflict at Drew University. SKILLS AND QUALIFICATIONS: In addition to leading and being responsible for financial management of AT&T, Ms. Bernard has executive level experience in brand management, marketing to individuals and small businesses, sales, customer care, operations, product management, electronic commerce, executive compensation, strategic planning, technology and mergers and acquisitions. She earned her bachelor's degree from St. Lawrence University, a master's degree in business administration from Fairleigh Dickinson University, and an MA from Stanford University in the Sloan Fellow Program.
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Jocelyn Carter-Miller Age: 57 58 Director since:Since: 1999 (Principal Life), 2001 (the Company)	​	Committees: Finance (Chair), Nominating and Governance Public Directorships/Past 5 Years: Interpublic Group of Companies, Inc. (current), Netgear, Inc. (current) Ms. Carter-Miller has been President of TechEd Ventures since 2005, which specializes in the development and marketing of high performance educational and personal empowerment programming. She was Executive Vice President and Chief Marketing Officer of Office Depot, Inc. from February 2002 until March 2004, with responsibility 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, she was Corporate Vice President and Chief Marketing Officer of Motorola, Inc. with overall responsibility for marketing across its $30 billion revenue base and diverse businesses. She also had general management responsibility while at Motorola for network operations in Latin America, Europe, the Middle East and Africa. Prior to joining Motorola, she was Vice President, Marketing and Product Development at Mattel, Inc. Ms. Carter-Miller was a 2013 NACD Directorship 100 Honoree. SKILLS AND QUALIFICATIONS: In addition to her marketing leadership background, Ms. Carter-Miller has executive level experience in brand management, advertising, sales, multinational companies, international operations, mergers and acquisitions, product development, project management, strategic planning, technology and leadership development and training. She is also a certified public accountant. She earned her B.S. in Accounting at the University of Illinois and an MBA in Finance and Marketing at the University of Chicago.
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		Gary E. Costley Age: 71 Director since: 2002 Committees: Audit, Finance (until May 18, 2015), Human Resources (effective May 18, 2015), Strategic Issues Public Directorships/Past 5 Years: Prestige Brand Holdings, Inc. (Lead Director) (current), Tiffany & Co. (current), Accelrys,  Inc., Pharmacopeia Drug Discovery, Inc., Covance, Inc. Dr. Costley was Chairman and Chief Executive Officer of International Multifoods Corporation, a manufacturer and marketer of branded consumer food and food service products, from November 1997 until June 2004. Following his retirement from International Multifoods, which had just under $1 billion in sales in 2003, he was a cofounder and managing director of C & G Capital Management which provided capital and management to health, medical and nutritional products and services companies until May 2009. He was Dean of the Babcock Graduate School of Management at Wake Forest University in Winston-Salem, North Carolina, from 1995-1997 and taught business ethics during his tenure as a professor of management. Dr. Costley also had 24 years with Kellogg Company from 1970-1994 where he most recently was President of Kellogg North America. SKILLS AND QUALIFICATIONS: In addition to leading and being responsible for financial management of International Multifoods and Kellogg North America, Dr. Costley has executive level experience in brand management, marketing, sales, distribution, international operations, public affairs, corporate development, strategic planning, technology, quality management, executive compensation and mergers and acquisitions, and has taught business ethics. He attended Oregon State University where he earned his bachelor's and master's degrees and a Ph.D.
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		Dennis H. Ferro Age: 69 70 Director since:Since: 2010 2010	​	Committees: Audit, Finance, Strategic Issues (Chair) Former Public Directorships/Past 5 Years: NYMAGIC, Inc. Mr. Ferro served as President and Chief Executive Officer of Evergreen Investment Management Company, an asset management firm, from 2003 to 2008. Evergreen had assets under management of $175 billion on December 31, 2008, served more than four million individual and institutional investors through management of a broad range of investment products including institutional portfolios, mutual funds, variable annuities and other investments, and was led by 300 investment professionals. Mr. Ferro was the Chief Investment Officer of Evergreen from 1999 to 2003. From 1994-1999, he was Executive Vice President of Zurich Investment Management Ltd. and Head of International Equity Investments, and from 1991-1994 was Senior Managing Director of CIGNA International Investments. Prior to 1991, he held positions with Bankers Trust Company in Japan, as President and Managing Director, and in Florida and New York. Mr. Ferro is a member of the Investment Committee of the American Bankers Association. During 2009-2012, Mr. Ferro served as a corporate Director and Chairman of the Investment Committee of the New York Marine and General Insurance Company, a subsidiary of NYMAGIC, Inc. SKILLS AND QUALIFICATIONS: In addition to leading and being responsible for financial management of Evergreen Investment Management Company, Mr. Ferro has executive level experience in asset management, investment portfolio management, financial services, international operations, product development, marketing and distribution, strategic planning, executive compensation, risk management and mergers and acquisitions. He earned a bachelor's degree from Villanova University and an MBA in finance from St. John's University. Mr. Ferro is a Chartered Financial Analyst ("CFA").
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The Board of Directors recommends that shareholders vote "For" all of the nominees for election at the Annual Meeting.

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Corporate Governance

CORPORATE GOVERNANCE

The Company is a global investment management leader offering businesses, individuals and institutional clients a wide range of financial products and services, including retirement services, insurance solutions and asset management. The business of the Company is managed under the direction of the Board. The Board selects, and provides advice and counsel to, the Chief Executive Officer ("CEO") and generally oversees management. The Board reviews and discusses the strategic direction of the Company, oversees risk and monitors the Company's performance against goals the Board and management establish.regularly review best practices for corporate governance and modify our policies and practices as warranted. Our current best practices include:

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Majority of independent Directors;

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All independent key committees (Audit, Finance, Human Resources and Nominating and Governance);

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Strong independent Lead Director role;

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Director resignation policy in the event of a lack of majority shareholder support;

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Policy regarding the number of other public company boards on which Directors can serve;

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Board and committee self assessments conducted annually;

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Director assessment done prior to nomination for reelection;

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Robust stock ownership guidelines for Directors;

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Diverse Board membership in terms of background, experience, gender and tenure;

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Annual shareholder engagement program to obtain valuable feedback on our compensation and governance programs;

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Annual review of CEO succession plan by the independent Directors with and without the CEO present; and

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Annual Board review of senior management long term and emergency succession plans.

Board Leadership Structure

Board Leadership Structure

The Board currently hasbelieves it should have the flexibility to establish a combined positionleadership structure that works best for Principal at any given time and reviews that structure as appropriate. Historically, the positions of Chairman of the Board and CEO have been separately held by two people or combined and held by one person, depending on prevailing circumstances. Currently, these roles are separate: Larry D. Zimpleman is the Chairman of the Board, and Dan Houston is the CEO. Effective immediately following the annual meeting, Mr. Houston will be both Chairman of the Board and CEO. Since 1990, the Board has appointed a Lead Director Elizabeth E. Tallett. Betsy J. Bernardbecause it is important that the Alternate Lead Director. The Lead Director is selected by the other independent Directors andhave a formally acknowledged leader in addition to the position does not automatically rotate. The Nominating and Governance Committee reviewsChairman of the assignments as Lead Director and Alternate Lead Director annually.Board who leads the Board generally. The Board regularly reviews its leadership model and is flexible about whether the positionseffectiveness of CEO and Chairman are separated or combined.this shared leadership. The decision of whether to separate or combine the Chair and CEO positions is based on factors such as the tenure and experience of the CEO and the broader economic and operating environment of the Company. The Company hasAs was the case during the past year, Principal followed a pattern of separating the roles of Chairman of the Board and CEO during periods of management transition, with the prior Chairman retaining that position for a period of time as the newly appointed CEO assumes new responsibilities as the Company's chief executive. In the Company's experience, a flexible approach is preferable to an approach that either requires or disallows a combined Chairman/CEO.

Ms. Tallett is the Lead Director and Ms. Bernard is the Alternate Lead Director.

The Lead Director and Alternative Lead Director are selected by the independent Directors. The Nominating and Governance Committee reviews the assignments of Lead Director and Alternate Lead Director annually.

The Lead Director and the Chairman jointly make the decisions on the Board's agenda for each regular quarterly meeting, and the Lead Director seeks input from the other independent Directors. The Lead Director and Chairman share the duties of presiding at each Board meeting. The Chairman presides when the Board is meeting as a full Board. The Lead Director:

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Presides when the Chairman is not present and duringplans and leads executive sessions of independent Directors ("Executive Sessions"). Executive Sessions generally occur at the start and end of each regularly scheduled Board meeting, and were held in conjunction with each regularly scheduled Board meeting during 2014.2015.



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Plans andThe Lead Director also leads the Executive Sessions and provides feedback to the CEO based on these discussions.



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Leads the Board's annual self evaluation of its performance.



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Callsperformance, calls special Board meetings if the Chairman and CEO is unable to act for any reason.reason, and leads the Board's CEO succession planning discussions.

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Role of the Board in Risk Oversight

Risk management is an essential component of our culture and business model. Management within our business units and functional areas is primarily responsible for identifying, assessing, monitoring and managing risk exposures. The Company's Enterprise Risk Management program includes a Chief Risk Officer, whose team operates independently from the business units, and an Enterprise Risk Management Committee, comprised of members from the executive management team, that provides enterprise wide oversight for material risks. The Company also has a robust internal audit function.

Role of the Board in Risk Oversight

The Board believes that risk oversight is a responsibility of the full Board. The Board weighs risk versus return in the context of the organization's key risksoversees management's execution and risk philosophy when approving corporate strategy and major business decisions, setting executive compensation and monitoring the Company's progress. Like all financial services companies, we are exposed to financial, product and pricing, operational and other business risks. The Board uses its committees for someperformance of its risk oversight responsibilitiesmanagement responsibilities. The Board reviews strategic threats, opportunities, and the committees report torisks Principal and particular businesses or functions are managing. Oversight of other risks such as credit, market, liquidity, product, operational, cybersecurity and general business risk, is handled directly by the Board on these issues:or by Board Committees as discussed below:

The Audit Committee:

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Assists the Board in oversight of risksCommittee:    risk and mitigation related to accounting, financial controls, legal, regulatory, ethics, compliance, operations and operational risks, includinggeneral business activities. The Audit Committee also oversees the Company's major risk exposures in these areas and the steps management has taken to monitor and control such exposures; and

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Reviews the Company's framework and policies with respect to enterprise risk assessment and management ("ERM Program").

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The Finance Committee:

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Assists the Board in its oversight of the Company'sCommittee:    risk and mitigation related to liquidity, risk, credit, risk, market, risk, product and pricing riskactivities. The Finance Committee also oversees capital management, capital structure and financing, investment policy, tax planning, activities;

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Reviews and provides guidance to the Board on the organization's capital adequacy and capital structure based on the organization's strategies, plans and risk exposures; and

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Assists the Board in overseeing the Company'skey risks associated with significant financial risk, investment and capital management policies.

transactions.

The Human Resources Committee:

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ReviewsCommittee:    risk and analyzesmitigation related to the design and operation of employee compensation arrangements to confirm that they are consistent with business plans, do not encourage inappropriate risk taking and are appropriately designed to limit or mitigate risk; and

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Assists the Board in overseeingrisk. The Human Resources Committee also oversees succession planning and development for senior management.

              When selecting candidates forThe Nominating and Governance Committee:    risks and mitigation related to the Board,Company's environmental, sustainability and corporate social responsibilities as well as the Company's political contribution activities. The Nominating and Governance Committee takes into accountalso monitors the need for the Board and its committees to have the collective skills and experience necessary to monitor the risks facing the Company.Principal.

              Risk management has long been an essential component of the Company's culture and operations. Since 2005, the Company has had a Chief Risk Officer who oversees and coordinates the ERM Program, serves on key management committees and operates independently of the businesses. The Chief Risk Officer regularly attends open sessions of the Board, Audit and Finance Committee meetings and meets in Executive Session with the Audit Committee.

The Chief Risk Officer and other members of senior management make periodicprovide reports to and have discussions with the Board and its committees on the ERM Program, includingour risk profile and risk management activities. Discussions include reviews of ongoing adherence to policy, impacts of external events, and how strategy, operational initiatives, and investment portfoliosoperations integrate with the Company'sour risk objectives. The Board also receives perspectives from external entities such as our independent auditor, regulators, and consultants. These reportspresentations and discussions provide the Board with a greater understanding of the material risks the organization faces, whether management is responding appropriately, how certain risks relate to other risks, and the level of risk in actions presented for Board approval.approval, how certain risks relate to other risks, and whether management is responding appropriately,

              Capital adequacyDuring 2015, the Board deepened its emphasis on cybersecurity risk and structure areour information security program. The Board views this risk as an important focusenterprise wide concern that involves people, process, and technology, and accordingly treats it as a Board level matter. It embodies a persistent and dynamic threat to our entire industry that is not limited to information technology. The Board will remain focused on this critical priority by continuing to receive regular reports from the Chief Information Officer and others to ensure that it is monitoring cyber threat intelligence and taking the steps necessary to implement the needed safeguards and protocols to manage the risk.

Succession Planning and Talent Development

The Board believes that succession planning for future leadership of the ERM Program. For each regularCompany is one of its most important roles. The Board meeting, management reports on sourcesis actively engaged and uses of capital, satisfaction of regulatory and rating agency capital requirements, capital position, capitalinvolved in talent management and liquidity.reviews succession at least annually. This includes a detailed discussion of our global leadership and succession plans with a focus on key positions at the levels of senior vice president and above. In addition, the Human Resources Committee regularly discusses the talent pipeline for critical roles at a variety of organizational levels. High potential leaders are given exposure and visibility to Board members through formal presentations and informal events and the Committee also receives regular updates on key talent indicators for the overall workforce, including diversity, recruiting and development programs.

              Embedding these regular inputs (Board composition, committee responsibilities, and management focus, reporting and accountability) into its oversight responsibilities reflects the full Board's commitment to the importance of risk management. Majority Voting

Majority Voting

In uncontested Director elections, Directors are elected by the majority of votes cast in uncontested Director elections.cast. If an incumbent Director is not elected and no successor is elected, the Director must submit a resignation to the Board of Directors, which will

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decide whether to accept the resignation that is required to be tendered by that incumbent Director.resignation. The Board's decision and reasons forin support of its decision will be publicly disclosed within 90 days of certification of the election results.

Director Independence

Director Independence

The Board determines at least annually whether each Director is independent, using its independence standards in these determinations. These independence standards include the New York Stock Exchange requirements for independence and are on the Company's website,www.principal.com. www.principal.com. The Board considers all commercial, banking, consulting, legal, accounting, charitable, family and other relationships (as(either individually or as a partner,

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shareholder or officer of an organization) a Director may have with the Company and its subsidiaries. The Board most recently made these determinations for each Director in February 2015 (1),2016, based on:

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A review of relationships and transactions between Directors, their immediate family members or other organizations and the Company, its subsidiaries or executive officers;



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Questionnaires completed by each current Director regarding any relationships or transactions that could affect the Director's independence;



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The Company's review of its purchasing, investment, charitable giving and other records; and



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Recommendations of the Nominating and Governance Committee.

The Board affirmatively determined that the following Directors have no material relationship with the Company and are independent: Ms. Bernard, Ms. Carter-Miller, Dr. Costley, Mr. Dan, Mr. Ferro, Dr. Gelatt, Ms. Helton, Mr. Hochschild, Mr. Keyser, Mr. MaestriPickerell and Ms. Tallett. The Board also determined that all current members of the Audit, Finance, Human Resources and Nominating and Governance Committees are independent.

              In applying the Board's independence standards, the Nominating and Governance Committee and the Board considered the followingSome Directors have categorically immaterial relationships and transactions to be categorically immaterial to the determination of a Director's independence due to the nature of the transaction and the amount:with Principal:

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Ms. Bernard, Ms. Carter-Miller, Dr. Gelatt, Ms. Helton, Mr. KeyserPickerell and Ms. Tallett are customers of the Company's subsidiaries. Directors who were in office beforePrior to the Demutualization (see page 57), Directors were required to personally own an insurance policy or annuity contract issued by Principal Life.Life Insurance Company ("Principal Life"). All insurance policies, annuity contracts and agreements for trust services held by Directors are on the same terms and conditions as those offered to the public.



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The Gelatt family companies (of which Dr. Gelatt is the CEO) and an affiliated trust own insurance and pension products issued by Principal Life.



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Ms. Bernard, Mr. Pickerell and Ms. Tallett are directors, and Mr. Hochschild is an executive officer, of for profit entities with which the Company's subsidiaries conducted ordinary commercial transactions.

Certain Relationships and Related Party Transactions

Certain Relationships and Related Transactions

Nippon Life Insurance Company ("Nippon Life"), which held approximately 6.2% of the Company's Common Stock at the end of 2014,2015, is the parent company of Nippon Life Insurance Company of America ("NLICA"). Nippon Life, NLICA and Principal Life have had an ongoinga business relationship for more than 20 years. Principal Life assisted Nippon Life in the start up activities of NLICA, which began business in 1991.In 2015, Nippon Life and NLICA purchase retirement and financial services offered bypaid the following amounts to Principal Life or its subsidiaries and its subsidiaries. NLICA paid Principal Life approximately $13,407.35affiliates: $91,670.69 for third party administration services related to its group welfare benefit plans in 2014. Principal Life performs certain pension services for defined contribution plans maintained by NLICA and an affiliate and for these services Principal Life was paid approximately $91,927.46 (most of this amount was(mostly paid by plan participants). NLICA also paid Principal Trust Company; $1,250 for deferred compensation plan services during 2014. Nippon Life also paid Principal Global Investors, LLC ("PGI") and its subsidiaries approximately $862,688.74services; $757,246.30 for investment services in 2014, and paid Principal Life approximately $173,528 for service related to its retirement plans in 2014.services;. Principal Global Investors (Japan) Ltd. paid Nippon Life $6,194$2,607.00 for 401(k) plan administration. The Company owns approximately three percent of the common stock of NLICA and Principal Life purchased public bonds with a market value at the end of 20142015 of $62,555,050$62,700,000 during Nippon Life's $2 billion public issuance in October of 2012. Since May 1, 2013, NLI US Investments, Inc. ("NLI"), an affiliate of Nippon Life, has since May 1, 2013, owned 20% of Post Advisory Group, LLC ("Post"), an affiliate of the Company. During 2014,2015, Post paid NLI an aggregate of $2,844,592.90$2,724,846.71 in dividends.

During 2014,2015, Principal Management Corporation, an affiliate of the Company ("PMC"), paid Wellington Management Company $2,347,743.57$3,990,303.76 for sub-advisory services furnished to a registered investment company managed by PMC. As of the end of 2014,2015 Wellington owned approximately 5.7%6.5% of the Company's Common Stock.

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March 18,As of December 31, 2015, the Vanguard Group, Inc. managed funds holding in the aggregate 8.3% of the Company's Common Stock. During 2015 Principal Shareholder Services, Inc. paid Vanguard $88,427.27 for Mr. Hochschild.

sub-transfer agent services. Vanguard paid $1,059,786 in rent for lease of space to a borrower of the Principal Life Insurance Company general account.

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              As of December 31, 2014, BlackRock, Inc. ("BlackRock") held approximately 5.2% of the Company's Common Stock. During 2014, BlackRock paid the Company $422.82 in connection with administrative services rendered to a 401(k) plan that terminated in February 2015. During the January 1, 2014 to February 12, 2015 period, PMC paid BlackRock $1,284,672.43 in sub-advisory fees for sub-advisory services furnished to registered investment companies managed by PMC. During the same period various asset management affiliates of the Company managed portfolios holding varying amounts of public debt and equity securities issued by BlackRock. During the same period, Union Bond & Trust Company, an affiliate of the Company, paid BlackRock $333,352.58 in sub-advisory fees. On December 31, 2014, Principal Life held public bonds issued by BlackRock with a market value of $54,835,000.

The Nominating and Governance Committee or its Chair of that Committee must approve or ratify all transactions with Related Parties that are not preapproved under the Company's Related Party Transaction Policy. At each quarterly meeting, the Committee reviews a report of any nonmaterial transactions with Directors or the firms of which they are an executive officer or director, and any other Related Party transactions, including those involving executive officers and shareholders who own more than five percent of the Company's Common Stock.Parties. The Committee ratifies these transactions if it determines they are appropriate. Transactions involving employment of a relative of an executive officer or Director must be approved by the Human Resources Committee. The Company's Related Party Transaction Policy may be found at www.principal.com.

www.principal.com. Board Meetings

Board Meetings

The Board held nine10 meetings in 2014, one of which was over the course of three days, and three2015, five of which were two day, in person meetings. Each of the Directors then in office attended more than 75 percent75% in the aggregate of the meetings of the Board and the committees of which the Director was a member.member except Richard L. Keyser and Luca Maestri who left the board in May of 2015. All of the other Directors then on the Board attended the 20142015 Annual Meeting. The Company sets the date

Corporate Code of Business Conduct and place of Annual Meetings to coincide with a regular Board meeting so that Directors can attend.Ethics

Corporate Code of Business Conduct and Ethics

Each Director and officer of the Company has certified compliance with the CorporateGlobal Code of Business Conduct and Ethics.Ethics, which serves as the foundation for ethical behavior across the organization. The Code is available at www.principal.com.

Board Committees

Board Committees

Only independent Directors may serve on the Audit, Human Resources and Nominating and Governance Committees. Committee members and Committee chairs are recommended to the Board by the Nominating and Governance Committee. The Committees review their charters and evaluate their performance annually. Committee charters of the Audit, Finance, Human Resources and Nominating and Governance Committees are available on the Company's website, www.principal.com.

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www.principal.com.Table of Contents

The following table shows the currentCurrent membership and responsibilities of each of the Board Committees.Committees:

	Committee	​		Responsibilities	​		Members (*Committee Chair)	​	​	Meetings Held in 2015
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​	​ Audit	​	​	​	​
		Committee •		​		Members (*Committee Chair)		​		Meetings Held in 2014		​		Responsibilities		​
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		Audit				Gary E. Costley Dennis H. Ferro C. Daniel Gelatt Sandra L. Helton* Roger C. Hochschild (1) Luca Maestri (2)				10				Appointing, terminating, compensating and overseeing the Company's independent auditor; reviewingauditor and selecting the lead audit partner; • Reviewing and reporting to the Board on the independent auditor's activities; approving • Approving all audit engagement fees and preapproving compensation of the independent auditor for non audit engagements, consistent with the Company's Auditor Independence Policy; reviewing • Reviewing internal audit plans and results; reviewing • Reviewing and reporting to the Board on accounting policies and legal and regulatory compliance; and reviewing • Reviewing the Company's policies on risk assessment and management. The Board has determined that all All members of the Audit Committee are financially literate and are independent, as independence for audit committee members is defined in the New York Stock Exchange listing standards, and that Ms. Helton is a financial expert, as defined by the Sarbanes-Oxley Act.	​	Gary E. Costley(9) Dennis H. Ferro C. Daniel Gelatt Sandra L. Helton* Roger C. Hochschild(1)	​	9
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Betsy J. Bernard (2) Gary E. Costley (1) Michael T. Dan* C. Daniel Gelatt Roger C. Hochschild (1) Richard L. Keyser (2) Elizabeth E. Tallett

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• Evaluating the performance of the CEO and determining his compensation in light of therelative to his goals and objectives approved by the Committee; reviewing and approvingobjectives; • Approving compensation for all other officers of the Company and Principal Life at the level of Senior Vice President or equivalent and Sr. Executive Director and above officers ("Executives"); reviewing and approving any • Approving employment, severance or change of control agreements and perquisites for Executives; overseeing • Overseeing Executive development and succession planning; acting on management's recommendations for • Approving salary and employee compensation policies for all other employees; administering • Administering the Company's Annual Incentive Plan, Incentive Pay Plan ("PrinPay Plan"), Stock Incentive Plan,incentive and any other compensation plans that provide compensation toinclude Executives; acting • Acting on management's recommendations that require Director action for broad based employee pension and welfare benefit plans; and reviewing the Company's • Reviewing compensation programs to confirm that these programsthey encourage management to take appropriate risks; discourage inappropriate risks and to discourage inappropriate risk and behaviors that are inconsistentact consistently with the Company's business plan, policies and risk tolerance.

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Betsy J. Bernard(2) Gary E. Costley(1,9) Michael T. Dan* C. Daniel Gelatt Roger C. Hochschild(1) Elizabeth E. Tallett

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Nominating and Governance

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Betsy J. Bernard* Jocelyn Carter-Miller Michael T. Dan (1) Richard L. Keyser (2) Elizabeth E. Tallett

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Recommends to the Board candidates, for Director, Board Committeecommittee assignments and service as Lead Director and Alternate Lead Director; reviews • Reviews and reports to the Board on Director independence, performance of individual Directors, process for the annual self evaluations of the Board and its Committees,performance and committee self evaluations, content of the Company's CorporateGlobal Code of Business Conduct and Ethics, Director compensation, and the Corporate Governance Guidelines; reviews • Reviews environmental and corporate social responsibility matters of significance toas well as the Company.

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Betsy J. Bernard* Jocelyn Carter-Miller Michael T. Dan(1) Blair C. Pickerell(3) Elizabeth E. Tallett

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Committee	​	Responsibilities	​	Members (*Committee Chair)	​	Meetings Held in 2015
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		Finance	​			Betsy J. Bernard (1) Jocelyn Carter-Miller* Gary E. Costley (2) Dennis H. Ferro Sandra L. Helton Luca Maestri (2)				9				• Assists the Board with the organization's financial, investment and capital management policies; reviews the organization's • Reviews capital structure and capital plan,plans, significant financial transactions, financial policies, credit ratings, matters of corporate finance, including issuance of debt and equity, shareholder dividends, and proposed mergers, acquisitions and divestitures; reviewsReviews and provides guidance to the Human Resources Committee and the Board on financial goals for the upcoming year; oversees the organization'sgoals; • Oversees investment policies, strategies and programs, and reviews theprograms; Reviews policies and procedures governing the use of financial instruments including derivatives; and assists the Board in overseeing and reviewing information regarding the organization's enterprise financial risk management, including the significant policies, procedures and practices used to manage liquidity, risk, credit risk, market, risk, tax planning and product and pricing risk.risks and tax planning.	​	Betsy J. Bernard(1) Jocelyn Carter-Miller* Gary E. Costley(2) Dennis H. Ferro Sandra L. Helton Blair Pickerell(3)	​	8
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Strategic Issues	​	​
		Strategic Issues				Gary E. Costley Dennis H. Ferro C. Daniel Gelatt*				4				Primarily responsible for planningPlans the Board of DirectorsBoard's annual strategic retreat.	​	Gary E. Costley(8) Dennis H. Ferro*(5) C. Daniel Gelatt*(6) Roger C. Hochschild(7) Blair C. Pickerell(7)	​	4
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		Executive	​			Betsy J. Bernard Sandra L. Helton Elizabeth E. Tallett Larry D. Zimpleman*				None				Generally acts onlyActs on matters delegated to it by the Board and any actionswhich must be approved by its independent members. Has all of the authority of the Board between Board meetings unless the Board has directed otherwise except it has no authority for certain matters set forthor as mandated by law and in the Company's By Laws.	​	Betsy J. Bernard Sandra L. Helton Daniel J. Houston(4) Elizabeth E. Tallett Larry D. Zimpleman(9)*	​	None
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As of May 18, 2015

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Until May 18, 2015

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As of August 17, 2015

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As of August 18, 2015; Mr. Houston will serve as Chairman of the Board of Directors beginning after the conclusion of the annual meeting of shareholders

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Chair as of September 23, 2015

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Chair until September 23, 2015

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As of September 23, 2015

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Until September 23, 2015

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Until May 17, 2016

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Directors' Compensation

Directors serve on the Boards of the Company, Principal Life and Principal Financial Services, Inc. Directors who are also employees do not receive any compensation for their service as Directors. The Company provides competitive compensation to attract and retain high quality Directors. A substantial proportion of Director compensation is provided in the form of equity to help align Directors' interests with the interests of shareholders.

The Director compensation program is reviewed annually. The Nominating and Governance Committee uses the Board's independent compensation consultant, Frederic W. Cook & Co., Inc. ("Cook") to conduct a comprehensive review and assessment of Director compensation. Cook last reviewed Director compensation in November of 2015. The Company targets Director compensation at approximately the median of the peer group used for Executive compensation comparisons ("Peer Group") (see page 26), which aligns with its Executive compensation philosophy. As a result of that review and the Committee's discussion, no changes were made to the Board compensation program, except with respect to the nonexecutive Chairman, as detailed below.

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	​	Effective Since January 1, 2015
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Annual Cash Retainers(1)	​
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-    Board	​	$95,000
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-    Audit Committee Chair	​	$20,000
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-    Human Resources Committee Chair	​	$17,500
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-    Finance Committee Chair	​	$15,000
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-    Nominating & Governance Committee Chair	​	$15,000
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-    Other Committee Chairs	​	$5,000
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-    Lead Director	​	$25,000
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Annual Restricted Stock Unit Retainer(2)	​
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-    Board	​	$130,000
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Meeting Attendance Fees	​
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-    Regularly Scheduled Board Meeting	​	No meeting fees
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-    Non-regularly Scheduled Board Meetings (in person)	​	$2,500 per day
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-    Non-regularly Scheduled Board Meetings (Telephonic)	​	$1,000
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-    Committee Meeting	​	$1,500
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-    Telephonic Committee Meeting	​	$1,000
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(1)

As ofPaid in two semiannual payments, in May 18, 2015.and November, on a forward looking basis.

(2)

UntilGrants are made at the time of the annual meeting.

Effective January 4, 2016, Mr. Zimpleman became a non executive Chairman of the Board, and he will be paid an annual retainer of $200,000 for this service, in addition to the normal compensation provided to non-employee members of the Board, both prorated for the period January 1 - May 18, 2015.