At the start of 2024, we announced a new ~~look:~~

president of asset management. Kamal Bhatia stepped into the role in February, after five years with Principal and significant previous experience in investment solutions, business strategy, client engagement, and product development. He succeeds Pat Halter, who retires in April 2024 after 40 years with Principal. Pat guided Principal Asset Management through significant growth and change, including expansion and diversification of its active, specialty investment capabilities into private markets and new geographies. Pat’s leadership and wisdom will be missed, but I am confident the organization is in excellent hands, and I’m excited for all that’s ahead.


		~~is now~~

Delivering comprehensive retirement solutions

~~We're~~

Retirement is a significant and growing opportunity for Principal as the U.S. population ages and more Americans retire. We continue as a top three retirement provider3 in the U.S. and one of only a few brands to offer a comprehensive set of retirement and income solutions—from defined contribution to complete pension solutions, non-qualified deferred compensation, stock plans and equity compensation, trust and custody solutions, and investment management.

To meet the needs of our employer customers—large and small—and individual participants in our retirement plans, we continued to invest in the solutions and support that help generate positive, long-term financial outcomes and drove strong sales in the business. At the same ~~company. Only~~time, we carefully managed our expenses in line with revenue—which helped drive our full year margin toward the top end of our targeted range. Notable highlights include:

•

Strong sales across our retirement franchise, up 9% from 2022, were driven in part by a ~~bold new global identity~~17% increase in fee-based transfer deposits and a 50% increase in pension risk transfer sales. We also experienced strong revenue retention and profitable growth within our existing customer base.

•

Worth specifically noting: Growth within our annuity products exceeded expectations, largely because of nearly $3 billion in pension risk transfer sales (increasing from $1.9 billion in 2022) and the launch of our first Registered Index-Linked Annuity (RILA), Principal® Strategic Outcomes. This timely annuity solution helps individuals nearing retirement to manage investment risk, particularly as market uncertainty persists.

Leveraging our benefits expertise in the workplace

The small to midsize business (SMB) market segment continues to represent a sizeable opportunity for Principal, and it’s a place where we win. We’ve captured our position as a market leader through decades of focus—developing rich expertise and insight into the needs of growing businesses, designing and delivering SMB-tailored solutions in retirement and insurance, and creating broad distribution partnerships to reach this market. Today, 40% of total company earnings are generated by our SMB customers. And, despite the macroeconomic challenges of 2023, the SMB market proved resilient.

This resilience helped us deliver key results, including:

•

Our strategic shift to focus on the business market paid off. Within Life Insurance, premium and fees increased 20% for this block, outpacing runoff from our legacy individual life business.

•

Our Specialty Benefits business ended 2023 with market leading 9% growth in premium and fees compared to year-end 2022. Contributing to this result were record full year sales, as well as strong retention and employment and wage growth.

•

We added to our worksite offerings in April 2023 with the launch of our hospital indemnity product, complementing our existing core workplace benefits and rounding out our voluntary product portfolio. We’ve seen positive reaction to this product since launch, with our worksite solutions sales up 31% over 2022.

Based on number of 401(k) plan participants, 2023 PLANSPONSOR Recordkeeping Survey, July 2023.

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Achieving strong results

We delivered strong results in 2023, ending the year with momentum across our diverse portfolio of businesses. Despite a challenging environment, results were largely in-line with or better ~~represent who we are—a partner~~than the guidance provided in ~~financial progress, committed~~our March 2023 outlook call.

Key results include:

•

$1.6 billion of full year 2023 non-GAAP operating earnings, or $6.55 per diluted share. Excluding significant variances, earnings per share increased 6% over 2022—at the high end of our 2023 guidance range.

•

$695 billion of total company managed assets under management at the end of 2023, up over 9% from 2022.

Our strong capital position and full year free capital flow enabled us to ~~helping people~~deliver on our capital deployment strategy—investing for growth in our businesses and returning more than $1.3 billion of capital to shareholders through share repurchases and common stock dividends.

Our three-year total shareholder return is 77%, higher than our peers4in both insurance (52%) and asset management (22%).

Our success reflects the power of our distinct strategy as well as the deliberate execution by our talented employees around the ~~world live their best lives.~~

~~The notice~~world. They enabled us to effectively work through challenges and seize emerging opportunities.

Looking ahead

Thank you for your belief and investment in Principal. Our responsibility to deliver on the promises we’ve made to you—and all of ~~annual meeting~~our stakeholders—remains top of mind across the organization.

In 2024 I’ll celebrate my 40th anniversary with Principal, and ~~proxy statement provide an outline~~I’ve personally never known a time when we were more aligned around our enterprise strategy and guided by our purpose. I credit this fully to our nearly 20,000 global employees who take great pride in the opportunity to make a meaningful difference in people’s lives each and every day.

I’m excited about the growth opportunities before us, the synergies we’re finding between our businesses, and the diligent work being done in all areas to add value for customers. And I’m so proud of the ~~business~~difference we’re making to ~~be conducted at~~increase access to financial security—for our customers and communities, in ways large and small. This includes the ~~meeting. We will also report on the progress~~Principal and Principal® Foundation global community investment of ~~the Company, share an update on the rollout of our new brand expression, and answer shareholder questions.~~

~~We had a significant change~~more than $18 million in leadership of the Company in 2015, with Larry Zimpleman transitioning to Chairman, and Daniel Houston taking on the role of Chief Executive Officer as a part of our planned leadership succession. More change will come following the annual meeting when Mr. Houston takes over as Chairman and Mr. Zimpleman leaves the Board having completed his last term.

We also went through an exciting initiative to redefine the Principal® brand. We continue to improve on providing a quality customer experience, simplifying our value proposition, and being a great place to do business and a successful global organization.

We2023. I encourage you to read more about this ~~proxy statement~~ and ~~vote your shares. You~~other ways we’re making a difference in our Sustainability Report at principal.com/sustainability.

As we enter the 145th year in our company’s history, I remain confident the best is ahead.

Sincerely,

Daniel J. Houston

Chairman, President, and CEO
Principal Financial Group

[MISSING IMAGE: ph_danhouston-lrgbw.jpg]

3-year TSR for PFG stock as of 12/31/2023. Insurance peers include AMP, EQH, LNC, MET, PRU, UNM, VOYA. Asset Management peers include AMG, BK, BEN, IVZ, STT, TROW.

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From our Board of Directors

Scott Mills
Lead Director
Principal Financial Group®

Principal® delivered strong results in 2023—reflecting management’s clear focus on execution and growth, the power of their complementary businesses, and the efficacy of the company’s overarching strategic framework. Senior management is committed to ensuring everyone at Principal is aligned around the company’s direction and goals. This alignment, coupled with the keen focus on execution, is enabling the company to deliver on promises to stakeholders, including increasing total shareholder return and returning excess capital to our shareholders.

I’m excited about the future for Principal. In 2023, the Board and senior management focused on the work to be done to further drive growth through parts of the business where Principal has unique capabilities and positional advantages. This is a collaborative process, propelled by management’s expertise and the Board’s input and oversight. I’m proud of the work we’ve done together to capitalize on the potential that exists within and between the company’s core lines of business.

Board strength and commitment

It is the Board’s role to provide strategic oversight for Principal, ensuring the company delivers on its commitments and meets its targets. We do ~~not need~~this through frequent and thoughtful engagements between the Board and the management team—working together to ~~attend~~tackle strategic challenges and opportunities, identify areas of high growth potential, and bring our combined expertise together in service to Principal shareholders. Our directors are generous with their time and eager to make a difference.

One of my key responsibilities as lead director is to assist in building and maintaining a strong bench of talent for Board refreshment. Our Nominating and Governance Committee actively seeks a variety of skills and perspectives, representing different backgrounds, industries, and expertise.

As of April 8, 2024, 67% of the ~~annual meeting~~members on our Board of Directors are diverse in gender, race, or national origin. Three of our four committees are chaired by women, one of whom is a person of color. Additionally, 50% of our directors have joined the Board within the past six years. Our average tenure is approximately seven years.

Delivering for you

Dan summarized key financial results well, and I want to ~~vote. You may complete, date and sign a proxy or voting instruction card and return it~~note the confidence these results instill in the ~~envelope provided (if these materials~~Board, especially because they were ~~received by mail) or vote by using the telephone or the Internet. Thank you for acting promptly.~~

~~Distribution of annual meeting materials~~

~~As we've done~~delivered in the ~~past,~~face of challenging macroeconomic and market conditions. These results are a testament to the company’s strategy, focus, and discipline and the diligent work done day in and day out by employees around the globe.

As the lead director charged with maximizing your investment in Principal, ~~is taking advantage~~I’m proud to once again report that the company fulfilled its commitment to creating long-term shareholder value—evident in 2023 through strong total shareholder return and returning $1.3 billion of ~~the Securities and Exchange Commission's rule that allows companies~~capital to ~~furnish proxy materials for the annual meeting via the Internet to registered shareholders. For each shareholder selecting to receive these materials electronically~~shareholders, in the ~~future,~~form of dividends and stock buybacks.

More to come

Looking ahead, the Board remains steadfast in helping to ensure Principal pursues opportunities that best leverage the company’s strengths and competitive advantages, while keeping customers at the ~~Arbor Day Foundation~~center of everything they do. This, coupled with earnings growth across our business, will ~~plant~~help generate returns in excess of cost of capital and make it possible for Principal to return more of that excess capital to you. We appreciate the ~~same number of trees in a U.S. forest. In 2015, 1,116 trees were planted.~~

~~Sincerely,~~

~~Larry D. Zimpleman~~
~~Chairman~~

~~Sincerely,~~

~~Daniel J. Houston~~
~~President and Chief Executive Officer~~

~~April 7, 2016~~

opportunity to do this work on your behalf.

Scott Mills

Lead Director
Principal Financial Group

~~Table of Contents~~

TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders


~~Meeting Date:~~ Proposals:		~~Tuesday, May 17, 2016~~
~~Time:~~		~~9:00 a.m., Central Daylight Time~~Our Board’s Recommendation:
~~Location:~~	1.		~~750 Park Street, Des Moines, Iowa 50392~~	Election of four Directors for three-year terms	FOR each See page 10
	2.			Advisory approval of the compensation of our named executive officers	FOR See page 66
	3.			Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2024	FOR See page 67

~~The annual meeting of shareholders of Principal Financial Group, Inc. ("Company" or "Principal")~~

Shareholders will also be ~~held at 750 Park Street, Des Moines, Iowa, on Tuesday, May 17, 2016 at 9:00 a.m., Central Daylight Time. The agenda is:~~

1.: ~~To elect four Class III Directors;~~
2.: ~~To hold an advisory vote~~able to ~~approve the compensation of our named executive officers;~~
3.: ~~To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for 2016; and~~
4.: To transact such other business as may properly come before the meeting.

~~The Company has not received notice of other matters that may be properly presented at the annual meeting.~~

You can vote if you were a shareholder of record on March ~~22, 2016.~~27, 2024. It is important that your shares be represented and voted at the meeting. ~~Whether or not you plan to attend~~

By Order of the ~~meeting, please vote:~~

Board of Directors

[MISSING IMAGE: sg_natalielamarque-bw.jpg]

Natalie Lamarque
Executive Vice President, General Counsel and Secretary

April 8, 2024

Approximate Date of Commencement of Mailing of Proxy Materials: April 8, 2024

	Meeting Information
~~Internet~~		~~Telephone~~	~~Mail~~ Meeting date: Tuesday, May 21, 2024
			Time: 9:00 a.m., Central Daylight Time
			Location: This will be a virtual only meeting which you can join at: www.meetnow.global/MVC9L9P.
	Voting
	Your vote is important! Please take a moment to vote by internet, telephone, or proxy or voting instruction card as explained in the How Do I Vote sections of this proxy statement.
			Through the ~~Internet:~~internet: visit the website noted in the notice of ~~Internet~~internet availability of proxy materials ~~shareholders~~that you received by mail, on the proxy or voting instruction card, or in the instructions in the email message that notified you of the availability of the proxy materials.
			By telephone: call the ~~toll free~~toll-free telephone number shown on the proxy or voting instruction card or the instructions in the email message that notified you of the availability of the proxy materials.
			Mail Complete, sign, and promptly return a proxy or voting instruction cardin the postage paid envelope provided.

If you attend the meeting, you will need to register and present a valid, government issued photo identification. If your shares are not registered in your name (for example, you hold the shares through an account with your stockbroker), you will need to bring proof of your ownership of those shares to the meeting in order to register. You should ask the broker, bank or other institution that holds your shares to provide you with either a copy of an account statement or a letter that shows your ownership of Principal Financial Group, Inc. common stock on March 22, 2016. Please bring that documentation to the meeting to register.

~~By Order of the Board of Directors~~

~~Karen E. Shaff~~
~~Executive Vice President, General Counsel and Secretary~~

~~April 7, 2016~~

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON ~~MAY 17, 2016:~~

May 21, 2024:

The ~~2015~~2024 Proxy Statement, Annual Report ~~2016 Proxy Statement~~on Form 10-K and other proxy materials are available at
~~www.principal.com.~~

www.principal.com/annualmeeting

~~Your vote is important! Please take a moment to vote by Internet, telephone or proxy card as explained in the How Do I Vote sections of this document.~~

~~Table of Contents~~

~~Table of Contents~~


			Notice of 2024 Annual Meeting of Shareholders and Proxy Statement			1

TABLE OF CONTENTS

Table of Contents

	Notice of Annual Meeting of Shareholders					1

	Table of Contents					2

	Proxy Summary					3

	Corporate Snapshot					3

	Year Over Year Performance Highlights					4

	Industry Recognition					5

	Director Qualifications, Director Tenure, Process for Identifying and Evaluating Director Candidates, and Diversity of the Board					46


	Proposal ~~One~~—One—Election of Directors					610


	Corporate Governance					1119
	Board Leadership Structure					1119
	Role of the Board in Strategic Planning					20
	Role of ~~Directors~~the Board in Risk Oversight					1220
	Board Oversight of Cybersecurity Risk					21
	Succession Planning and Talent Development					1221
	Majority Voting Standard and Director Resignation Policy					1221
	Director Independence					1321
	Certain Relationships and Related Party Transactions					1322
	Board Meetings					1422
	Global Corporate Code of ~~Business~~ Conduct ~~and Ethics~~					1422
	Board Committees and Responsibilities					1422

	Sustainability at Principal ~~Directors Compensation~~					1725

	Compensation of Non-Employee Directors					28
	Fees Earned by Non-Employee Directors in ~~2015~~ 2023					1829
	~~Deferral of Cash~~Non-Employee Directors’ Deferred Compensation Plan					1829
	Restricted Stock Unit Grants					1829
	Other Compensation ~~Directors'~~					30
	Directors’ Stock Ownership Guidelines					1930
	Audit Committee Report					1930


	Executive Compensation					2132
	Compensation Discussion and Analysis (“CD&A”)					2133
	Executive Summary ~~2015 Company Highlights~~					2233
	~~2015~~Our Compensation ~~Highlights~~ Program Philosophy					2233
	Our Compensation ~~Program Philosophy and Policies~~ Principles					2333
	Compensation Policies					34
	2023 Company Performance Highlights					35
	2023 Compensation Highlights					36
	Summary of Compensation Elements					2437
	How weWe Make Compensation Decisions					2538
	~~2015~~2023 Executive Compensation Decisions					2740
	Key Elements of Fiscal 2023 Compensation Program ~~Base Salary~~					2840
	Base Salary ~~Annual Incentive Pay~~					2841

	~~Long Term~~Annual Incentive Compensation					3141
	Long-Term Incentive Compensation					44
	Timing of Stock Option Awards and Other Equity Incentives					3246
	Benefits ~~Benefits~~					3346
	Change of Control and Separation Pay					3347
	Stock Ownership Guidelines ~~Perquisites~~					3447
	Hedging and Pledging Policy ~~Stock Ownership Guidelines~~					3448
	Repricing Policy ~~Claw Back Policy~~					3448
	Clawback Policy ~~Trading Policy~~					3448
	Gross-Up Policy ~~Succession Planning~~					3548
	Human Resources Committee Report					3548
	Risk Assessment of Employee Incentive Plans					3549
	Summary Compensation Table					3650
	Grants of ~~Plan Based~~Plan-Based Awards for Fiscal Year End December 31, ~~2015~~ 2023					3852

2~~2016 Proxy Statement~~

~~Table of Contents~~


Outstanding Equity Awards at Fiscal Year End December 31, ~~2015~~ 2023			3953
	Option Exercises and Stock ~~Vesting~~ Vested			4054
	Pension Plan Information			4154
	Pension Distributions			4356
	Pension Benefits			4356
	~~Non Qualified~~Non-Qualified Deferred Compensation			4457
	Qualified 401(k) Plan and Excess Plan			4457

~~Payments Upon Termination~~	Severance Plans
~~Employment Agreement~~		4559
~~Severance Plans~~		45
	Change of Control Employment Agreements			4659
	Potential Payments Upon a Termination Related to a Change of Control			4862

	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~~—Two—Advisory Vote to Approve ~~Named~~ Executive ~~Officer~~ Compensation			4966


	Proposal ~~Three~~—Three—Ratification of Appointment of Independent ~~Registered~~ Public ~~Accountants~~ Accounting Firm			5067
	Audit Fees			5067
	Audit-Related Fees ~~Audit Related Fees~~			5067
	Tax Fees			5067
	All Other Fees			5067


	Security Ownership of Certain Beneficial Owners and Management			5269
	Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~ Reports			5470


	Questions and Answers About the Annual Meeting			5571


	Appendix A Executive Compensation Benchmarking Study Participants			A-1

	Appendix B ~~Non GAAP~~Non-GAAP Financial ~~Measures~~ Measure Reconciliations			B-1

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

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Proxy Summary

Voting Proposals Overview

Proposals

1	~~2016~~	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”) 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 not be defined and calculated by other companies using the same or similar terminology. For reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure, please see Appendix B to this Proxy Statement.

Non-GAAP operating earnings is defined as Net income attributable to PFG less Net realized capital gains (losses), as adjusted less Income (loss) from exited business. See non-GAAP financial measure reconciliations in Appendix B.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

~~Table of Contents~~

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Year over Year Performance Highlights

Dividend per share

2023 Pre-tax operating earnings1

	Company Highlights				Business Unit Highlights
	Returned $1.3 billion of capital to shareholders in 2023, including $0.7 billion of share repurchases and $0.6 billion in common stock dividends Strong capital position with $1.7 billion of excess and available capital at year-end				Retirement and Income Solutions full-year sales increased 9% over 2022, including $2.9 billion of pension risk transfer sales Principal Global Investors managed AUM of $499.5 billion, increased 7% over 2022 Principal International reported record AUM of $180.4 billion, increased 15% over 2022 Specialty Benefits premium and fees increased 9% over 2022, driven by record full-year sales, strong retention, and employment and wage growth

Excludes Corporate.

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TABLE OF CONTENTS 

Industry Recognition

	Overall				Retirement and Income Solutions
	236 on Fortune magazine’s list of the Largest 500 Corporations based on revenues (Feb 2024)				Top 3 401(k) recordkeeper based on number of participants. 2023 PLANSPONSOR Defined Contribution Plan Recordkeeping Survey. (July 2023)
					No. 1 defined benefit plan service provider. PLANSPONSOR Defined Benefit Administration Survey. (August 2023)
					No. 1 ESOP service provider. 2023 PLANSPONSOR Defined Contribution Plan Recordkeeping Survey. (July 2023)
					CIO Industry Innovation—Winner Real Assets and Infrastructure Award (December 2023)
	Asset Management				Benefits and Protection
	Ranked 27th largest manager of worldwide institutional assets under management of 434 managers profiled. Assets as of December 31, 2022. (“Largest Money Manager” Pensions & Investments. June 2023)				No.1 Non-Qualified Deferred Compensation provider. 2023 PLANSPONSOR Defined Contribution Plan Recordkeeping Survey. (July 2023)
	Workplace Excellence				Sustainability Management
	Named a Best Place to Work in Money Management by Pensions & Investments for the 12th consecutive year. (December 2023) Scored 100 out of 100 on the Diversity: IN Disability Equality Index (DEI) for our disability inclusion efforts. (July 2023)				CDP Climate Change Management status of “B”. (February 2024) Included in the JUST 100 as one of 2024 America’s Most JUST Companies by JUST Capital (February 2024)

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS 

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

	Board Skills and Attributes Assessment				The Nominating and Governance Committee is responsible for recommending Director candidates to the Board for election at each Annual Meeting. The Nominating and Governance Committee of the Board of Directors (the “Board”) regularly assesses the expertise, skills, backgrounds, competencies, and other characteristics of Directors and candidates for Board vacancies considering the current Board composition and the Company’s existing strategic initiatives, risk factors, and all other relevant circumstances. The Committee also assesses current Directors’ and candidates’ personal and professional ethics, integrity, values, independence, and ability to contribute to the Board, including current employment responsibilities. In addition to personal attributes, our Board values experience as a current or former senior executive in financial services, in international business, and with financial management or accounting responsibilities. Other competencies valued by the Board include strategic and results orientation, comprehensive decision-making, risk-management skills, and an understanding of current technology issues. These assessments provide direction for searches for Board candidates and in the evaluation of our current Directors.
	Director Nomination Process				The Committee reviews the performance of each Director whose term is expiring as part of the determination of whether to recommend the Director for reelection to the Board. As part of this process, the Committee receives input from the other Directors, and to the extent engaged, an independent consultant. The Nominating and Governance Committee evaluates Director performance and capabilities against desired characteristics and relevant considerations, including those noted above.
	Feedback and Action				Following the Nominating and Governance Committee’s discussion, the independent consultant, if one is used, or the Committee Chair provides feedback to the Directors who were evaluated. The Board annually conducts a self-evaluation regarding its effectiveness, and the Audit, Finance, Human Resources, and Nominating and Governance Committees also annually evaluate their respective performance.

All Board
members
have:

Personal character
that supports the
Company’s core value
of integrity;

Training or experience
that is useful to
us in light of our strategy, initiatives, and
risk factors; and

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

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

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Skills and ~~Governance Committee regularly assesses the expertise, skills, backgrounds, competencies and other characteristics~~Experience of Our Independent Directors and candidates for Board vacancies in light of the current Board makeup and the Company's strategic initiatives, risk factors, and other relevant circumstances, such as a candidate's current employment responsibilities. The Committee also assesses personal and professional ethics, integrity, values and ability to contribute to the Board. The Board values experience as a current or former CEO or other senior executive in financial services, in international business and with financial management or accounting responsibilities. The following competencies are also particularly valued: strategic orientation, results orientation and comprehensive decision making, risk management and an understanding of current technology issues. The Committee periodically uses an outside consultant to assist with this responsibility, and these assessments provide direction in searches for Board candidates and in the evaluation of current Directors for nomination. The Committee reviews the performance of Directors whose terms are expiring as part of the determination of whether to recommend their nomination for reelection to the Board. Input is also received from the other Directors and an outside consultant may be engaged to assist with these reviews. Director performance and capabilities are evaluated against the characteristics noted above. Following the Committee's discussion, the outside consultant (or the Committee Chair) provides feedback to the Directors who were evaluated. The Board annually conducts a self-evaluation regarding its effectiveness, and the Audit, Finance, Human Resources and Nominating and Governance Committees also annually evaluate their respective committee's performance.

~~All Board members have:~~

•: ~~Experience which support the Company's core value of integrity;~~
•: ~~Training or experience which is useful to Principal in light of its strategy, initiatives and risk factors; and~~
•: ~~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~~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~~responsibilities.

Auerbach

Beams

Carter-Miller

Hochschild

Mills

Muruzabal

Mitchell

Nordin

Rivera

Pickerell

Richer

Senior Executive Experience

Accounting & Finance

Asset & Investment Management

Consumer (Retail)

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

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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 ~~formal diversity policy, diversity~~longstanding objective of the Company as reflected in our Board ~~is a valued objective. Therefore,~~composition and in our Diversity Policy. In addition to other considerations, including skills and expertise, the Nominating and Governance Committee reviews the ~~Board's needs and~~Board’s diversity in terms of ~~race,~~backgrounds, experiences, gender, generation, national origin, ~~backgrounds, experiences~~ and ~~areas of expertise~~race when recruiting new Directors. ~~Forty percent~~

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 ~~Company's independent Directors are women. The Board's diversity objective reflects the values~~entire Board as of ~~the Company as~~

April 8, 2024.

4~~2016 Proxy Statement~~	Board Diversity Matrix (As of 4/8/2024)
	Total Number of Directors				12

~~Table of Contents~~

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;
Female Male Non-Binary Did Not
Disclose Gender
Gender Identity
Directors
51

72
0 0
Demographic Background
African American or Black
13

14
0 0
Alaskan Native or Native American 0 0 0 0
Asian 0 0 0 0
Hispanic or Latinx 0
25
0 0
Native Hawaiian or Pacific Islander 0 0 0 0
White
46

47
0 0
Two or More Races or Ethnicities 0 0 0 0
LGBTQ+ 0 0 0 0
Did Not Disclose Demographic Background 0 0 0 0

Mary E. “Maliz” Beams, Jocelyn Carter-Miller, H. Elizabeth Mitchell, Diane C. Nordin, 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,Clare S. Richer

Jonathan S. Auerbach, Roger C. Hochschild, Dan J. Houston, Scott M. Mills, Claudio M. Muruzabal, Blair C. Pickerell, and ~~Working Mother magazine's 100 Best Companies. The Board's~~Alfredo Rivera

Ms. Carter-Miller

Mr. Mills

Messrs. Muruzabal and Rivera

Mses. Beams, Mitchell, Nordin, and Richer

Messrs. Auerbach, Hochschild, Houston, and Pickerell

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Board Refreshment

Our Board’s effectiveness benefits from ~~Directors who have the skills, backgrounds and qualifications needed by~~a thoughtful Board refreshment. Since 2019, the Board has appointed six new Directors, all of whom are independent and ~~who also increase~~half of whom are female Directors, increasing the ~~Board's diversity.~~

gender diversity of our Board. 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 losefollowing reflects 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~~our independent directors:

As reflected below, 50% of our independent Directors ~~is listed below. The~~were appointed within the last six years, and the average tenure of ~~Principal's~~our independent Directors as of April 8, 2024, is ~~13.2~~approximately seven 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.

	2019				2020								2021								2022
	Jonathan S. Auerbach				Alfredo Rivera				Clare S. Richer				Claudio N. Muruzabal				Mary E. “Maliz” Beams				H. Elizabeth Mitchell

~~2016~~

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Proposal One—Election of Directors

~~The~~

Our Board ~~is divided into~~has three classes of Directors, each having a three-year term. ~~All~~Each Director nominee is currently a member of ~~the nominees are currently Directors of Principal.~~our Board. The Board has nominated Roger C. Hochschild, Daniel J. Houston, Diane C. Nordin, and Alfredo Rivera to stand for election for three-year terms that expire in 2027. We ~~have no reason to believe~~expect that ~~any of~~all the nominees will be ~~unable or unwilling for good cause~~able and willing to serve if elected. However, if, prior to the 2024 Annual Shareholders Meeting (the “2024 Annual Meeting”), any nominee should become unable ~~for any reason~~ or unwilling ~~for good cause~~ to serve, proxies may be voted at the ~~2016~~2024 Annual Meeting for another ~~person~~candidate nominated as a substitute by the Board, or the Board may reduce the number of ~~directors.~~

Directors that constitute the Board.

The Board of Directors recommends that shareholders vote ~~"For"~~“For” all of the nominees for election at the 2024 Annual Meeting.

Nominees for Class ~~III~~II Directors ~~With~~with Terms Expiring in ~~2019~~

2024


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

~~Michael T. Dan~~

~~Age: 65~~
~~Director Since: 2006~~

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Daniel J. Houston

Age: 62
Director Since: 2014
Committees: ~~Human Resources~~ Executive (Chair)~~, Nominating and Governance (since May 18, 2015)~~

~~Former Public Directorships/Past 5 Years:~~ ~~The Brink's Company~~

Career Highlights:Mr. ~~Dan was~~Houston has been Chairman, President, and Chief Executive Officer of ~~The Brink's~~the Company, and its wholly owned subsidiary, Principal Life Insurance Company, since 2015. He served as President and Chief Operating Officer from 2014 to 2015.

Mr. Houston joined the Company in 1984 and has served in various executive leadership roles, including serving as President, Retirement, Insurance and Financial Services of the Company and Principal Life Insurance Company.

Mr. Houston is past Chairman of the Board of Directors of the American Council of Life Insurers and also serves on the Board of Directors of the Iowa Business Council, Greater Des Moines Partnership, Employee Benefits Research Institute, Iowa State University Business School Dean’s Advisory Council, Partnership for a Healthier America, and Community Foundation of Greater Des Moines.

Key Skills and Qualifications: Mr. Houston brings to the Board extensive executive leadership and operational expertise, global awareness, and deep talent leadership skills through his experience of leading a large global financial services public company, including leading the Company’s transformation to a global ~~provider~~investment management leader.

Education: Bachelor of ~~secure transportation~~Science degree from Iowa State University.

Other Public Company Boards: None

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	Diane C. Nordin Age: 65 Director Since: 2017 Committees: Audit (Chair) and Finance		Career Highlights: Ms. Nordin was a partner of Wellington Management Company, LLP, a private asset management ~~services,~~company, from ~~1999-2011. The Brink's~~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, ~~had 70,000 employees worldwide, operations~~ in ~~over 100 countries and $3.8 billion in revenue in 2011.~~addition to other committee service throughout her tenure. Prior to joining ~~Brink's, Mr. Dan served as President~~Wellington, she worked at Fidelity Investments and Putnam Advisory. Ms. Nordin joined the Board of ~~Armored Vehicle Builder, Inc.~~ ~~SKILLS AND QUALIFICATIONS:~~ ~~In addition to leading~~Directors of Wellington Trust Company in December 2023, and ~~being responsible for financial management~~she is a Trustee of ~~Brink's, Mr. Dan~~the Wellington Management Foundation Board of Trustees. Since 2016, Ms. Nordin 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.~~



~~C. Daniel Gelatt~~ ~~Age: 68~~ ~~Director Since: 1988 (Principal Life Insurance Company ("Principal Life"), 2001 (the Company)~~		~~Committees:~~ ~~Audit, Human Resources, Strategic Issues~~ ~~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. He is a director of ~~Advanced Marketing Concepts, Ltd., TPI Holdings, Inc., nPoint Inc., The Gelatt Corporation, Ginkgo LLC, MNT Corporation~~Antares Capital, an alternative asset manager and ~~Elmwood Corporation.~~ ~~SKILLS AND QUALIFICATIONS:~~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 ~~addition to leading~~2022, Ms. Nordin was appointed as Trustee of Financial Analysts Foundation and ~~having financial responsibility for NMT and other Gelatt privately owned companies, Dr. Gelatt has~~was elected a Trustee of Financial Accounting Foundation board, 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: 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~~independent private 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 responsibilityresponsible for the ~~Finance, Information Technology,~~oversight, administration, and ~~other corporate functions. Prior to joining TDS, Ms. Helton spent 26 years with Corning Incorporated,~~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 ~~held engineering, strategy~~was the Chair of the Board of Governors, as well as the Chair of Audit, Risk, and ~~finance positions, including Senior Vice President and Treasurer from 1991-1997.~~Nominations Committees. She also served as ~~Vice President~~a member of CFA’s Risk, Executive, and ~~Corporate Controller~~People and Culture Committees and Chair of ~~Compaq Computer Corporation from 1997-1998.~~ ~~SKILLS AND QUALIFICATIONS:~~the Governance Committee. Ms. ~~Helton has global~~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 ~~level~~leadership experience, ~~in corporate strategy, finance, accounting and control, treasury, investments, information technology and other corporate administrative functions,~~including through her service as a partner of an asset management firm, as well as ~~extensive corporate governance experience.~~ ~~Ms. Helton graduated~~executive-level experience in financial services, accounting and finance, international operations, marketing, product development, risk management, and strategic planning. Education: Bachelor’s degree from Wheaton College (MA) and is a Chartered Financial Analyst. Other Public Company Boards: Fannie Mae (Vice Chair of the Board, member of the Audit Committee and Chair of the Compensation Committee).

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Alfredo Rivera

Age: 62
Director Since: 2020
Committees: Audit and Human Resources

Career Highlights: Mr. Rivera is the retired President of the North America Operating Unit of The Coca-Cola Company, a global total beverage company. Mr. Rivera served in this role from 2020 until December 2022 and served as a Senior Advisor from December 2022 until his retirement in March 2023.

He helped lead The Coca-Cola Company’s transformation to emerge stronger as a total beverage company, enabled by a globally networked organization. Mr. Rivera joined The Coca-Cola Company in 1997 and served in various executive leadership roles, including serving as President, Latin America from 2016 to 2020 and President, Latin Center Business Unit from 2013 to 2016. Mr. Rivera was a director of the Coca-Cola Hellenic Bottling Company from 2018 to 2021.

Key Skills and Qualifications: Mr. Rivera brings to the Board executive leadership experience through his service in executive leadership roles in a large global operations of a public company, as well as executive-level experience in accounting and finance, retail consumer, executive compensation, human resources and talent management, marketing, strategic planning, and sustainability/ESG.

Education: Bachelor’s degree and M.B.A. from the University of ~~Kentucky in 1971 with a B.S. degree in mathematics, summa cum laude,~~Southern Mississippi and ~~earned an S.M. degree from Massachusetts Institute of Technology's Sloan School in 1977 with double majors in Finance and Planning & Control.~~

completed the Advanced Management Program at Harvard Business School.

Other Public Company Boards: None


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Continuing Class III Directors with Terms Expiring in 2025

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Blair C. Pickerell

Age: 67
Director Since: 2015
Committees: Finance and Nominating and Governance

~~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).~~

Career Highlights:Mr. Pickerell ~~served as Chairman,~~was Head of Asia of Nikko Asset Management from ~~2010-July~~2010 to 2014 and served as its Chairman, Asia from 2014 to 2015. From ~~2007-2010,~~2007 to 2010, he was ~~CEO,~~Chief Executive Officer, Asia, at Morgan Stanley Investment Management. He

Mr. Pickerell has also served as Chief Executive, Asia Pacific, of HSBC Asset Management and as Chairman of Jardine Fleming Funds.

~~Mr. Pickerell's~~ His current international service includes memberships on the Supervisory Committee for the Tracker Fund of Hong ~~Kong; on~~Kong, 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~~Council of the Faculty of Business and Economics of The University of Hong ~~Kong.~~

~~The Nominating~~Kong, and ~~Governance Committee used a search firm~~Chairman of the Harvard Business School Association of Hong Kong.

Key Skills and Qualifications: Mr. Pickerell brings to ~~identify~~the Board executive leadership experience and ~~recruit Mr. Pickerell.~~

~~SKILLS AND QUALIFICATIONS:~~ ~~In addition to his~~ extensive ~~leadership record~~experience in ~~the~~ investment, ~~and~~ asset management, and financial services industries, ~~Mr. Pickerell has executive level~~particularly in the Asia Pacific region, including through his service as the Asia Chairman of a large multinational investment banking firm and his service as Head of Asia of a large asset management firm. He also brings to the Board executive-level experience in ~~the retail consumer, international, marketing, mergers & acquisitions,~~accounting and finance, product development, risk management, and strategic planning. He is fluent in Mandarin Chinese.

~~He earned a bachelor's degree~~

Education: Bachelor’s and master’s degrees from Stanford University and an ~~MBA~~M.B.A. from Harvard Business School.

Other Public Company Boards:

Current: Link Real Estate Investment Trust (Nomination Committee and Chair of the Remuneration Committee); Dah Sing Banking Group Limited (Chair of the Risk Management and Compliance Committee and a member of the Audit Committee); First Pacific Company Limited (Finance and Corporate Governance Committees).

Within Last Five Years: Dah Sing Financial Holdings Limited.

Clare S. Richer

Age: 65
Director Since: 2020
Committees: Audit, Finance (Chair) and Executive

Career Highlights: Ms. Richer was Chief Financial Officer of Putnam Investments, a global asset management firm (now part of Franklin Templeton), from 2008 to 2017. Prior to joining Putnam, Ms. Richer held several roles at Fidelity Investments from 1983 to 2008.

Ms. Richer is a member of the Board of Directors of State Street Global Advisors SPDR ETF Funds. She is also a Trustee of the University of Notre Dame, serving as a member of the Compensation, Investment Finance, and Executive Committees. She served on the Board of Directors of the Alzheimer’s Association, MA/NH chapter.

Key Skills and Qualifications: Ms. Richer brings to the Board extensive executive leadership experience, including through her service as a chief financial officer of a global asset management firm. She also brings to the Board executive-level experience in accounting and finance, product development, risk management, strategic planning, and technology.

Education: B.B.A. from University of Notre Dame.

Other Public Company Boards: Bain Capital Specialty Finance Inc. (member of the Audit, Compensation, and Nominating/Governance Committees).


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H. Elizabeth Mitchell

Age: 62
Director Since: 2022
Committees: Audit and Finance

Career Highlights: Ms. Mitchell was Chief Executive Officer of Renaissance U.S. Inc., and its predecessor Platinum Underwriters Reinsurance Inc., from 2007, and the company’s President from 2005 until her retirement in 2016. Prior to those roles, she served in various executive leadership roles at the company and at other firms, including serving as an Advisor to Hudson Structured Capital Management since 2018. Ms. Mitchell served as the non-executive Chair of Weston Insurance Company from 2020 until 2022.

Ms. Mitchell is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries. She is also a National Association of Corporate Directors (NACD) Certified Director.

Key Skills and Qualifications: Ms. Mitchell brings to the Board executive leadership experience through her service as a chief executive officer of a global provider of reinsurance and insurance. She also brings to the Board executive-level experience in asset management, financial services, accounting and finance, strategic planning, sustainability/ESG, and technology.

Education: Bachelor’s degree from the College of the Holy Cross and CERT Certificate in Cyber Security Oversight from Carnegie Mellon University.

Other Public Company Boards:

Current: Selective Insurance Group (Chair of the Audit Committee).

Within Last Five Years: StanCorp Financial Corp.

Continuing Class I Directors with Terms Expiring in 2026

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~~Continuing Class II Directors With Terms Expiring in 2018~~

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

~~Roger C. Hochschild~~

~~Age: 50~~
~~Director Since: March 18, 2015~~

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	Mary E. “Maliz” Beams Age: 68 Director Since: 2021 Committees: ~~Strategic Issues (since September 23, 2015) and~~ Audit and ~~Human Resources (effective May 18, 2015)~~ ~~Mr. Hochschild~~Finance		Career Highlights: Since December 2022, Ms. Beams has been the ~~President and~~ Chief ~~Operating~~Executive Officer of ~~Discover Financial Services since 2004. He~~the Long-Term Stock Exchange, a national securities exchange registered with the SEC. She previously served as the Chief ~~Administrative Officer,~~ Executive ~~Vice President and Chief Strategy~~ Officer of ~~Morgan Stanley~~Retirement Solutions at Voya Financial Inc. from ~~2001~~2011 until 2015. Prior to ~~2004. He~~joining Voya, Ms. Beams 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. ~~SKILLS AND QUALIFICATIONS: Mr. Hochschild has~~in various 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.



~~Daniel J. Houston~~ ~~Age: 54~~ ~~Director Since: 2014~~		~~Former Public Directorships/Past 5 Years:~~ ~~Catalyst Health Solutions, Inc.~~ ~~Mr. Houston has been~~leadership roles, including serving as President and Chief Executive Officer of ~~the Company and Principal Life since August 18, 2015. He served as President and Chief Operating Officer~~TIAA-CREF Individual & Institutional Services, LLC from ~~November 25, 2014-August 17, 2015. He joined Principal Life in 1984, and was President—Retirement, Insurance and Financial Services ("RIS")~~2004 to 2010, Senior Managing Director of Fleet Investment Advisors, Inc. from ~~2009-2014, President, RIS from 2008-2009 and Executive~~1993 to 1997, Senior Vice President ~~RIS~~of Retail Banking of Citibank from ~~2006-2008. He is~~1984 to 1988, and Director of the Consumer Card Group of American Express Company from 1988 to 1993. Ms. Beams currently serves as a member of the ~~boards~~Global Advisory Board of ~~directors~~Salesforce and was a former Counselor of the ~~American Council~~Department of ~~Life Insurers,~~State. Key Skills and Qualifications: Ms. Beams brings to the Financial Services Roundtable, Business Roundtable, Iowa Business Council, Greater Des Moines Partnership, Employee Benefits Research Institute, Iowa State University Business School Dean's Advisory Council, United WayBoard executive experience, including through her service as a chief executive officer of ~~Central Iowa~~a retirement services solutions business unit of a health, wealth and ~~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~~public company. She also brings to the Board executive-level experience ~~as well as expertise~~ in financial services, asset and investment management, accounting, international operations, products development, risk management, ~~executive compensation, marketing~~strategic planning, sustainability/ESG and ~~sales,~~technology. Education: Bachelor’s degree in English from Boston College, a Certificate of Special Studies in Strategic Planning from Harvard University, and ~~mergers~~an M.B.A. in Marketing and ~~acquisitions.~~ ~~Mr. Houston received a bachelor's of science degree~~Finance from ~~Iowa State University in 1984.~~ Columbia University. Other Public Company Boards: Current: None. Within Last Five Years: BrightSphere Investment Group, Inc. (Audit and Compensation Committees).


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~~Elizabeth E. Tallett~~ ~~Age: 67~~ ~~Director Since: 1992 (Principal Life), 2001 (the Company)~~		~~Committees:~~ ~~Human Resources, Nominating and Governance, Executive~~ ~~Public Directorships/Past 5 Years:~~ ~~Meredith Corporation, Qiagen, N. V., Anthem, Inc.~~ ~~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 the Financial 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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~~Betsy J. Bernard~~ ~~Age: 60~~ ~~Director 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., SITO Mobile, 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—National Mass Markets at Qwest Communications from 2000-2001, and responsible for all retail markets at U S West as Executive Vice 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: 58 66 Director Since: 1999 ~~(Principal~~ (Principal Life), 2001 (the Company)	Committees: ~~Finance~~ Human Resources (Chair), Nominating and Governance ~~Public Directorships/Past 5 Years:~~ ~~Interpublic Group of Companies, Inc., Netgear, Inc.~~ and Executive	Career Highlights: Since 2005, Ms. Carter-Miller has been President of TechEd Ventures, ~~since 2005, which specializes in the development~~a consulting and ~~marketing of high performance~~management firm that develops and markets high-performance educational and personal empowerment programming. ~~She was~~From 2002 until 2004, she served as Executive Vice President and Chief Marketing Officer of Office Depot, Inc. ~~from February 2002 until March 2004, with responsibility~~and was responsible for the ~~company's~~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~~Ms. Carter-Miller was Corporate Vice President and Chief Marketing Officer of Motorola, Inc. with overall responsibility for marketing across ~~its~~the company’s $30 billion revenue base and diverse businesses. She also had general management responsibility ~~while at Motorola~~ 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 ~~2013~~former President of the League of Women Voters of Broward County. Ms. Carter-Miller is an NACD Directorship 100 ~~Honoree.~~ ~~SKILLS AND QUALIFICATIONS:~~ ~~In addition~~recipient and has been recognized as a Savoy Most Influential Black Corporate Directors and a Director & Boards Director to ~~her marketing leadership background,~~Watch. Key Skills and Qualifications: Ms. Carter-Miller ~~has~~brings to the Board executive ~~level~~leadership experience, as well as experience in marketing, brand management, ~~advertising, sales, multinational companies,~~and international operations, ~~mergers~~including through her service as executive vice president of a publicly traded company that provides products, supplies, and ~~acquisitions, product development, project~~technology solutions. She also brings to the Board executive-level experience in accounting and finance, executive compensation, human resources and talent management, ~~strategic planning, technology and~~ leadership development and ~~training. She is also a certified public accountant.~~ ~~She earned her B.S.~~training, risk management, product development, strategic planning, sustainability/ESG, and technology. Education: Bachelor’s degree in ~~Accounting at~~accounting from the University of Illinois and an ~~MBA~~M.B.A. in Finance and Marketing atfrom the University of Chicago. She also has passed the certified public accountant examination. Other Public Company Boards: Current: Arlo Technologies, Inc. (Audit Committee, Chair of Compensation Committee); The Interpublic Group of Companies, Inc. (Audit and Executive Committees, Corporate Governance and Social Responsibility Chair); Backblaze, Inc. (Compensation Committee Chair, Audit Committee member, and Nomination and Governance Committee member). Within Last Five Years: Netgear, Inc. (Audit and Compensation Committees).


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Scott M. Mills

Age: 55
Director Since: 2016
Lead Director since 2020
Committees: Audit, Human Resources and Executive

~~Dennis H. Ferro~~

~~Age: 70~~
~~Director Since: 2010~~

~~Committees:~~ ~~Audit, Finance, Strategic Issues (Chair)~~

~~Former Public Directorships/Past 5 Years:~~ ~~NYMAGIC, Inc.~~

Career Highlights:Mr. ~~Ferro served as~~Mills has been President and Chief Executive Officer of ~~Evergreen Investment Management Company,~~BET Media Group, an ~~asset management firm,~~American entertainment company, since 2021. Prior to that role, he served as President of BET Networks from ~~2003 to 2008. Evergreen had assets under management of $175 billion on December 31, 2008,~~2018 through 2021. From 2015 through 2017, Mr. Mills served ~~more than four million individual~~as Executive Vice President 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~~Administrative Officer of ~~Evergreen from 1999 to 2003. From 1994-1999, he was~~Viacom, Inc., a former multinational mass media conglomerate. He served as Executive Vice President of ~~Zurich Investment Management Ltd.~~Human Resources and ~~Head~~Administration of ~~International Equity Investments, and~~Viacom from ~~1991-1994 was Senior Managing Director of CIGNA International Investments. Prior~~2012 to ~~1991, he held positions with Bankers Trust Company in Japan,~~2015.

Mr. Mills previously served as President and ~~Managing Director,~~Chief Operating Officer, Chief Financial Officer and President of Digital Media of Viacom’s BET Networks unit. Prior to joining BET, he worked in ~~Florida~~investment banking and ~~New York.~~served as Deputy Treasurer for the City of Philadelphia.

Key Skills and Qualifications: Mr. ~~Ferro is~~Mills brings to the Board executive leadership experience and investment management experience through his service as a ~~member~~chief executive officer of an entertainment company and his prior work in asset and investment management. He also brings to the Board executive-level experience in accounting and finance, executive compensation, human resources and talent management, marketing, product development, strategic planning, and technology.

Education: Bachelor’s degree in economics from the Wharton School of the ~~Investment Committee~~University of ~~the American Bankers Association. During 2009-2012,~~Pennsylvania.

Other Public Company Boards: None.

[MISSING IMAGE: ph_muruzabalclaudio-bw.jpg]

Claudio N. Muruzabal

Age: 63
Director Since: 2021
Committees: Human Resources and Nominating and Governance

Career Highlights: Mr. ~~Ferro~~Muruzabal has served as the Chief Business Officer of SAP, a ~~corporate Director~~global software company, since February 1, 2024. He joined SAP in 2015, serving as President, Latin America and Caribbean from 2015 until 2020, President of SAP EMEA South and Chairman of SAP Latin America & Caribbean from 2020 until 2022, and President of SAP Cloud Success Services from 2022 until January 2024.

Prior to joining SAP, he served as Chief Executive Officer of NEORIS for 10 years, transforming the ~~Investment Committee~~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 ~~New York Marine~~top 50 most influential and ~~General Insurance Company,~~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 ~~subsidiary of NYMAGIC, Inc.~~

~~SKILLS AND QUALIFICATIONS:~~ ~~In addition~~publicly traded multinational software company. He also brings to ~~leading and being responsible for financial management of Evergreen Investment Management Company, Mr. Ferro has executive level~~the Board executive-level experience in ~~asset management, investment portfolio management, financial services, international operations,~~accounting and finance, marketing, product development, ~~marketing and distribution,~~ strategic planning, ~~executive compensation, risk management~~ and ~~mergers and acquisitions.~~

~~He earned a bachelor's~~sustainability/ESG.

Education: Bachelor’s degree from ~~Villanova~~the Catholic University of Argentina with double major in Business Administration and ~~an MBA in finance~~Accounting, and Global Executive M.B.A. from ~~St. John's~~The Fuqua School of Business at Duke University. ~~Mr. Ferro is a Chartered Financial Analyst ("CFA").~~

Other Public Company Boards: None.


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10~~2016 Proxy Statement~~

TABLE OF CONTENTS

~~Table~~

Corporate Governance

We believe that good corporate governance promotes the long-term interests of ~~Contents~~

~~Corporate Governance~~

our shareholders. The ~~Company's~~ Board and management regularly review best practices for corporate governance and modify our policies and practices as warranted. Our current best practices include:

•

~~Majority~~

Super-majority of independent ~~Directors;~~

Directors (11 out of 12);

•

Proxy access for shareholders owning 3% or more of the Company’s common stock for a minimum of three years;

•

All ~~independent~~ key committees ~~(Audit,~~(i.e., Audit, Finance, Human Resources, and Nominating and ~~Governance);~~

Governance Committees) are composed entirely of independent Directors;

•

Strong independent Lead ~~Director role;~~

Director;

•

Director resignation policy inif the ~~event~~support of a ~~lack~~majority vote of ~~majority shareholder support;~~

shareholders is not achieved;

•

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

boards;

•

Board and committee ~~self assessments~~self-assessments conducted annually;

•

Director ~~assessment done prior to~~evaluations conducted no less frequently than in connection with Director nomination ~~for reelection;~~

process;

•

Robust stock ownership guidelines for Directors;

•

~~Diverse~~

Board Diversity Policy and a diverse and inclusive Board membership in terms of age, background, experience, gender, ethnicity, and tenure;

•

~~Annual~~

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; ~~and~~

•

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

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.

Board Leadership Structure

The Board ~~believes it should have the~~exercises flexibility ~~to establish~~in establishing a leadership structure that works best for ~~Principal~~the Company at any given ~~time~~time. Having the flexibility to select the structure that best serves the Company’s business is critical and ~~reviews~~is in the long-term interest of our shareholders.

The Board believes that its current leadership structure, ~~as appropriate. Historically,~~in which the ~~positions~~roles of Chairman ~~of the Board~~ and CEO ~~have been separately held by two people or~~are combined, and held by one person, depending on prevailing circumstances. Currently, these roles are separate: Larry 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 aan independent Lead Director ~~because it~~ is ~~important that~~appointed, and Board committees are led by independent directors, strikes the appropriate balance between effective Company leadership and strong oversight and safeguards by independent ~~Directors have a formally acknowledged leader in addition to the Chairman of the Board who leads the Board generally.~~Directors. The Board ~~regularly~~ reviews the effectiveness of this shared ~~leadership. The decision of whether to separate or combine~~leadership and decides the ~~Chair and CEO positions is~~appropriate structure based on factors such as the tenure and experience of the CEO and the broader economic and operating environment of the Company. ~~As was~~Currently, Daniel J. Houston is our Chairman, President, and CEO. Scott Mills, 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~~current independent Lead Director, ~~and Ms. Bernard is the Alternate Lead Director.~~

~~The Lead Director and Alternative Lead Director are selected~~was appointed by the independent ~~Directors.~~Directors and assumed that role in 2020. The Nominating and Governance Committee reviews the ~~assignments~~appointment of Lead Director ~~and Alternate Lead Director~~ annually.

The Lead Director and the Chairman jointly ~~make~~determine the ~~decisions on the Board's~~Board’s agenda for each regular quarterly meeting, ~~and the Lead Director seeks~~with 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:~~

•: ~~Presides~~Director presides when the Chairman is not present, ~~and~~ plans and leads ~~executive sessions~~Executive Sessions of independent Directors, ~~("Executive Sessions").~~leads the Board’s annual self-evaluation, calls special Board meetings if the Chairman is unable to act, and leads the Board’s CEO succession planning discussions. Executive Sessions generally occur at the start

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and end of each regularly scheduled Board meeting and were held in conjunction with each regularly scheduled Board meeting during ~~2015.~~

•

~~The Lead Director also leads~~2023.

Role of the ~~Board's annual self evaluation~~Board in Strategic Planning

As part of its ~~performance, calls special~~oversight responsibilities, our Board takes an active role in management’s process of formulating and reviewing our long-term corporate strategy. The Board frequently engages management at regularly scheduled Board meetings ifin which strategic initiatives are discussed. In addition, each year during the ~~Chairman is unable to act~~fall, senior management has an extensive two-day strategy session with the Board during which in-depth strategic reviews are conducted. In these engagements, the Board offers its independent judgment and experience in informing the strategic direction of our business priorities that are aimed at delivering long-term success for ~~any reason, and leads~~ the ~~Board's CEO succession planning discussions.~~

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~~Table of Contents~~

Company.

Role of the Board in Risk Oversight

Risk management is an essential component of our culture and business model. ~~Management within~~Our Board recognizes that effective risk oversight is in the best interests of the Company and our ~~business units and functional areas is primarily responsible for identifying, assessing, monitoring and managing risk exposures.~~shareholders. The ~~Company's~~Company’s Enterprise Risk Management program includes a Chief Risk Officer whose team operates independently from the business ~~units, and~~units. The program also includes an Enterprise Risk Management Committee, ~~comprised~~composed of members from the executive management team, that provides ~~enterprise wide~~enterprise-wide oversight for material risks. ~~The~~While management is responsible for the day-to-day risk management functions, our Board oversees management’s responsibilities of monitoring and providing appropriate risk mitigation strategies and how the Company ~~also has a robust internal audit function.~~

addresses specific risks that the Company faces, including finance risk; product and pricing risk; operational and business risk; and strategic risk.

The Board oversees ~~management's execution and performance of its~~our risk management ~~responsibilities. The Board reviews strategic threats, opportunities,~~both directly and ~~risks Principal and particular businesses or functions are managing.~~indirectly through its standing committees as described below.

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Board Oversight of ~~other~~Cybersecurity Risk

The Board’s role in our risk management includes its oversight of risks ~~such as credit, market, liquidity, product, operational, cybersecurity and general business risk, is handled directly by the Board or by Board Committees as discussed below:~~

~~The Audit Committee: risk and mitigation~~ related to ~~accounting, financial controls, legal, regulatory, ethics, compliance, operations and general business activities.~~cybersecurity threats. The ~~Audit Committee also oversees the framework and policies with respect to enterprise risk assessment and management.~~

~~The Finance Committee~~: risk and mitigation related to liquidity, credit, market, product and pricing activities. The Finance Committee also oversees capital management, capital structure and financing, investment policy, tax planning, and key risks associated with significant financial transactions.

~~The Human Resources Committee~~: risk and mitigation related to the design and operation of employee compensation arrangements to confirm they are consistent with business plans, do not encourage inappropriate risk taking and are appropriately designed to limit or mitigate risk. The Human Resources Committee also oversees succession planning and development for senior management.

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

~~The~~receives at least one cybersecurity report every quarter from our Chief Information Officer, our Chief Information Security Officer, our Chief Risk Officer, ~~and~~or other ~~members~~professionals regarding the state of ~~senior management provide reports and have discussions with the Board and its committees on~~ our risk profile and risk management activities. Discussions include reviews of ongoing adherence to policy, impacts of external events, and how strategy, initiatives, and operations integrate with our risk objectives.cybersecurity program. The Board also reviews and approves the business resiliency and information security programs intended to guard against cybersecurity and related risks. Also, the Board receives ~~perspectives~~input on cybersecurity matters from external entities such as our independent auditor, regulators, and consultants. ~~These presentations and discussions provide~~Each of these steps furthers the Board with a greater understanding of the material risks the organization faces, the level of risk in actions presented for Board approval, how certain risks relate to other risks, and whether management is responding appropriately,

During 2015, the Board deepened its emphasis on cybersecurity risk and our information security program. The Board views this risk as an enterprise 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 othersBoard’s efforts to ensure that ~~it is monitoring cyber threat intelligence~~we have established and ~~taking~~are proactively maintaining an enterprise-wide cybersecurity risk program with appropriate policies, practices, and controls designed to ensure resiliency in the ~~steps necessary to implement the needed safeguards and protocols to manage the risk.~~

face of emerging threats.

Succession Planning and Talent Development

The Board believes that succession planning for future leadership of the Company is one of its most important roles. The Board is actively engaged and involved in talent management and reviews succession at least ~~annually.~~annually for our senior executives. This includes a detailed discussion of our global leadership and succession plans with a focus on CEO succession planning, as well as succession planning for all key ~~positions at the levels of senior vice president and above.~~ executive positions.

In addition, the Human Resources Committee regularly discusses the talent pipeline for critical roles at a variety of organizational ~~levels. High potential~~levels, including CEO. A comprehensive review of executive talent, including assessments by an independent consulting firm engaged by the Human Resources Committee, determines an executive’s readiness to take on additional leadership roles and identifies the developmental and coaching opportunities needed to prepare executives for greater responsibilities. High-potential leaders are given exposure and visibility to Board members through formal presentations and informal ~~events and the~~events. The Human Resources Committee also receives regular updates on key talent indicators for the overall workforce, including diversity, recruiting, and development programs.

In addition, the Company has an emergency succession plan for the CEO that is reviewed by the Board annually.

Majority Voting

Standard and Director Resignation Policy

In uncontested Director elections, Directors are elected by the majority of votes 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

12~~2016 Proxy Statement~~

~~Table of Contents~~

decide whether to accept the resignation. The ~~Board's~~Board’s decision and reasons ~~in support of~~for its decision will be publicly disclosed within 90 days of certification of the election results.

Director Independence

The Board determines at a Director’s initial appointment, and thereafter 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~~Nasdaq standards for independence and are on the ~~Company's~~Company’s website, ~~www.principal.com.~~www.principal.com. The Board considers all commercial, banking, consulting, legal, accounting, charitable, family, and other relationships (either individually or as a partner, shareholder, or officer of an organization) a Director ~~may have~~(or Director candidate) has with the Company ~~and its subsidiaries.~~or any affiliate. The Board most recently made these determinations for each Director in February ~~2016,~~2024 based on:

•

A review of relationships and transactions between Directors, their immediate family members, orand other organizations with which a Director is affiliated and the Company, its subsidiaries, or executive officers;

•

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

•

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

•

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: Mr. Auerbach, Ms. ~~Bernard,~~Beams, Ms. Carter-Miller, ~~Dr. Costley, Mr. Dan, Mr. Ferro, Dr. Gelatt, Ms. Helton,~~ Mr. Hochschild, Mr. Mills, Ms. Mitchell, Mr. Muruzabal, Ms. Nordin, Mr. Pickerell, Ms. Richer, and ~~Ms. Tallett.~~Mr. Rivera. The Board also determined that all current members of the Audit, Finance, Human Resources, and Nominating and Governance Committees are independent.

~~Some Directors have categorically immaterial relationships and transactions with Principal:~~

•: ~~Ms. Bernard, Dr. Gelatt, Ms. Helton,~~ No Director other than Mr. ~~Pickerell and Ms. Tallett are customers of~~Houston has been employed by the ~~Company's subsidiaries. Prior to the Demutualization (see page 57), Directors were required to own an insurance policy or annuity contract issued by Principal 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.~~
•: ~~The Gelatt family companies (of which Dr. Gelatt is the CEO) and an affiliated trust own insurance and pension products issued by Principal Life.~~
•: 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.

at any time.

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Certain Relationships and Related Party Transactions

As of December 31, 2023, the Vanguard Group, Inc. managed funds holding in the aggregate approximately 12.09% of the Company’s common stock. During 2023, Principal paid the Vanguard Group $71,619.39. Principal Life accounts held approximately $49,256,330 in privately placed debt issued by Vanguard. Principal Life and affiliates hold or manage accounts holding securities issued by Vanguard funds and common stock of Vanguard Group, Inc.

As of December 31, 2023, BlackRock, Inc. (together with its affiliates “BlackRock”) and certain subsidiaries collectively owned or managed funds holding in the aggregate approximately 7.98% of the Company’s common stock. During 2023, Principal Global Investors, LLC paid BlackRock Financial Management $1,568,420.15 in sub-advisor management fees. In 2023, Principal affiliates paid BlackRock $4,419,872 for fees for consulting services and software. Principal Life and affiliates hold, or manage accounts holding, securities issued by BlackRock, Inc. BlackRock affiliates manage investment funds in which affiliates of the Company invest for their own or managed accounts.

As of December 31, 2023, Nippon Life Insurance Company ("(“Nippon ~~Life"~~Life”)~~, which~~ held approximately ~~6.2%~~7.67% of the ~~Company's Common Stock at the end of 2015,~~Company’s common stock. Nippon Life is the parent company of Nippon Life Insurance Company of America ~~("NLICA"~~(“NLICA”). Nippon Life, NLICA and Principal Life have had a business ~~relationship~~relationships for more than 20 years. In ~~2015,~~2023, Nippon Life and NLICA paid the following amounts to Principal Life or its ~~subsidiaries and~~ affiliates: ~~$91,670.69~~$282,724 for pension services for defined contribution plans maintained by NLICA and an affiliate (mostly paid by plan participants)~~; $1,250 for deferred compensation plan services; $757,246.30~~ and $6,321,796.59 for investment ~~services;. Principal Global Investors (Japan) Ltd. paid Nippon Life $2,607.00 for 401(k) plan administration.~~management and other service fees. The Company owns ~~approximately three percent of the~~ common stock of NLICA and received $611,656 in dividends in 2023. Principal Life ~~purchased public~~general and separate accounts hold privately placed bonds ~~with~~and common stock issued by Nippon Life Americas, Inc. Nippon Life, directly or through affiliates, holds a ~~market value at the end of 2015 of $62,700,000 during Nippon Life's $2 billion public issuance~~minority interest in ~~October of 2012. Since May 1, 2013, NLI US Investments, Inc. ("NLI"), has owned 20% of~~ Post Advisory Group, LLC ~~("Post"~~(“Post”), an affiliate of the Company. During ~~2015,~~2023, Post paid ~~NLI~~ an aggregate of ~~$2,724,846.71~~$2,013,095.03 in dividends.

During 2015, Principal Management Corporation, an affiliate of the Company ("PMC"), paid Wellington Management Company $3,990,303.76 for sub-advisory services furnished to a registered investment company The Company’s affiliates hold and manage accounts holding securities issued by Nippon Life, and Nippon Life invests in funds managed by ~~PMC. As~~the Company’s affiliates.

Dwight Soethout, Vice President-Chief Actuary, is the spouse of Deanna D. Strable-Soethout, Executive Vice President and Chief Financial Officer. Mr. Soethout has been an employee since 1993. In 2023, he received $738,787 in base salary, bonuses, and long-term incentive compensation. His compensation is commensurate with that of his peers. His employment and compensation were approved by the ~~end~~Human Resources Committee.

The Company maintains robust policies and procedures for the identification and monitoring of ~~2015 Wellington owned approximately 6.5% of the Company's Common Stock.~~

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 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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arrangements with related parties. The Nominating and Governance Committee or its Chair must approve or ratify all transactions with ~~Related Parties~~related parties that are not preapproved ~~under~~by or exempted from the ~~Company's~~Company’s Related Party Transaction ~~Policy.~~Policy (the “Policy”). At each quarterly meeting, the Nominating and Governance Committee reviews ~~any nonmaterial~~ transactions with ~~Related Parties. The Committee~~related parties and ratifies ~~these transactions~~any transaction that is subject to the Policy if it determines ~~they are appropriate.~~it is appropriate and may attach conditions to that approval. Transactions involving employment of a relative of an executive officer or Director must be approved by the Human Resources Committee. The ~~Company's~~Company’s Related Party Transaction Policy ~~may be found~~is publicly available at ~~www.principal.com.~~

www.principal.com.

Board Meetings

The Board held 10nine meetings in ~~2015,~~2023, five of which were ~~two day, in person~~two-day meetings. ~~Each of the Directors~~No Director then in office attended ~~more~~less than 75% inof the aggregate of the meetings of the Board and the committees of which the Director was a ~~member except Richard L. Keyser and Luca Maestri who left~~member. While Director attendance is not mandatory, the ~~board in May of 2015. All of the other~~Company’s annual shareholder meeting is scheduled on a date that coincides with a regularly scheduled quarterly Board meeting. In 2023, all Directors then on the Board except for one Director attended the ~~2015 Annual Meeting.~~

annual shareholders meeting virtually.

Global Corporate Code of ~~Business~~ Conduct ~~and Ethics~~

~~Each Director and officer of the~~

The Company has ~~certified compliance with the~~adopted a Global Code of ~~Business~~ Conduct that applies to the Company’s Directors and ~~Ethics, which serves as~~employees, including our Named Executive Officers. A waiver of the ~~foundation~~Code for ~~ethical behavior across~~a Director or a Named Executive Officer requires a review by the ~~organization.~~Audit Committee, an approval by the Board, and compliance with applicable laws and rules, including a publication on our website. The Code is available on our website at ~~www.principal.com.~~

https://investors.principal.com/investor-relations/our-business/corporate-governance/default.aspx.

Board Committees

and Responsibilities

Only independent Directors may serve on the Audit, Human Resources, and Nominating and Governance Committees. While it is not required by its charter, the Board’s Finance Committee currently is composed of

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only independent Directors. The Committees review their charters and performance annually. Committee charters of the Audit, Finance, Human Resources, and Nominating and Governance Committees are publicly available on the ~~Company's~~Company’s website, ~~www.principal.com.~~

14~~2016 Proxy Statement~~

~~Table of Contents~~

~~Current membership~~www.principal.com.

Membership and responsibilities of each of the Board Committees:

~~Committee~~	~~Responsibilities~~		~~Members~~ ~~(*Committee Chair)~~	~~Meetings~~ ~~Held in 2015~~
Committee
		Responsibilities			Members (*Committee Chair)
~~Audit~~	Meetings held in 2023
Audit			• ~~Appointing, terminating, compensating~~ Appoints, terminates, compensates, and ~~overseeing~~oversees the ~~Company's~~Company’s independent auditor and ~~selecting~~selects the lead audit partner; • ~~Reviewing~~ Reviews and ~~reporting~~reports to the Board on the independent ~~auditor's~~auditor’s activities; • ~~Approving~~ Approves all audit engagement fees and ~~preapproving~~preapproves compensation of the independent auditor for ~~non audit~~non-audit engagements, consistent with the ~~Company's~~Company’s Auditor Independence Policy; • ~~Reviewing~~ Reviews internal audit plans and results; • ~~Reviewing~~ Reviews and ~~reporting~~reports to the Board on accounting policies and legal and regulatory compliance; ~~and~~ • ~~Reviewing~~ Reviews the ~~Company's~~Company’s policies on risk assessment and ~~management.~~ management; and • All members of the Audit Committee are financially literate and are independent, as defined in the ~~New York Stock Exchange~~Nasdaq listing standards, and ~~Ms. Helton is a~~are “audit committee financial ~~expert,~~experts,” 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
		Mary E. “Maliz” Beams Scott M. Mills H. Elizabeth Mitchell Diane C. Nordin* Clare S. Richer Alfredo Rivera			8
Human Resources
~~Human Resources~~	• ~~Evaluating~~ Evaluates the performance of the CEO and ~~determining~~determines his compensation relative to his goals and objectives; • ~~Approving~~ Approves compensation for members of the senior executive group; • Approves employee compensation policies for all other ~~officers of the Company and Principal Life at the level of Senior Vice President and above officers ("Executives");~~ employees; • ~~Approving~~ Approves employment, severance, or change of control agreements and perquisites for Executives; • ~~Overseeing~~ Oversees Executive development and succession planning; • ~~Approving salary and employee compensation policies for all other employees;~~ Oversees our global inclusion strategy; • ~~Administering~~ Approves equity awards; • Administers the ~~Company's~~Company’s incentive and other compensation plans that include Executives; • ~~Acting~~ Acts on ~~management's~~management’s recommendations for ~~broad based~~broad-based employee pension and welfare benefit plans; • ~~Reviewing~~ Reviews compensation programs to confirm			Jocelyn Carter-Miller* Roger C. Hochschild Scott M. Mills Claudio N. Muruzabal Alfredo Rivera			8

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Committee

Responsibilities

Members
(*Committee Chair)

Meetings
held in 2023

that they encourage management to take appropriate risks; discourage inappropriate ~~risks~~risks; and act consistently with the ~~Company's~~Company’s business plan, policies, and risk ~~tolerance.~~

tolerance;

•

Reviews the Company’s pay equity processes; and

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

•

Reviews the Company’s human capital disclosures.

~~Nominating~~
~~and~~
~~Governance~~

Nominating
and
Governance

•

Recommends Board candidates, Board committee assignments, and service as Lead ~~and Alternate Lead~~ Director;

•

Reviews and reports to the Board on Director independence, performance of individual Directors, process for the annual ~~self evaluations~~self-evaluations of the Board and its performance and committee ~~self evaluations,~~self-evaluations, content of the Global Code of ~~Business~~ Conduct, ~~and Ethics,~~ Director compensation, and the Corporate Governance Guidelines;

and

•

Reviews environmental and corporate social responsibility matters as well as the ~~Company's~~Company’s political contribution activities.

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

Jonathan S. Auerbach
Jocelyn Carter-Miller
Roger C. Hochschild*
Claudio N. Muruzabal
Blair C. Pickerell

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~~Committee~~	~~Responsibilities~~		~~Members~~ ~~(*Committee Chair)~~	~~Meetings~~ ~~Held in 2015~~

		5
Finance
~~Finance~~	• Assists the Board with financial, investment, and capital management policies; • Reviews capital structure and plans, significant financial transactions, financial policies, credit ratings, matters of corporate finance ~~including~~(including issuance of debt and ~~equity,~~equity), shareholder dividends, proposed mergers, acquisitions, and divestitures; • Reviews and provides guidance on financial goals; • Oversees investment policies, strategies, and programs; and • Reviews policies and procedures governing the use of financial instruments including derivatives; and assists the Board in overseeing and reviewing information regarding enterprise financial risk management, including the policies, procedures and practices to manage liquidity, credit market, product and pricing 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

~~Strategic~~ ~~Issues~~	~~Plans the Board's annual strategic retreat.~~		~~Gary~~Jonathan S. Auerbach Mary E. ~~Costley~~⁽⁸⁾ ~~Dennis~~ “Maliz” Beams H. Ferro⁽⁵⁾ Elizabeth Mitchell Diane C. Daniel Gelatt⁽⁶⁾ ~~Roger C. Hochschild~~⁽⁷⁾ Nordin Blair C. Pickerell⁽⁷⁾	4
	Clare S. Richer*			7
Executive			• Acts on matters delegated by the Board which must be approved by its independent ~~members.~~ members; and • Has the authority of the Board between Board meetings unless the Board has directed otherwise or as mandated by law and in the By Laws.	~~Betsy J. Bernard~~ ~~Sandra L. Helton~~ ~~Daniel J. Houston~~⁽⁴⁾ ~~Elizabeth E. Tallett~~ ~~Larry D. Zimpleman~~⁽⁹⁾*		~~None~~
		Jocelyn Carter-Miller Daniel J. Houston* Scott M. Mills Clare S. Richer			None

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

~~(1)~~: As

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Compensation Committee Interlocks and Insider Participation:

None of ~~May 18, 2015~~

~~(2)~~

~~Until May 18, 2015~~

~~(3)~~

Asthe members who served on the Human Resources Committee was or had ever been one of ~~August 17, 2015~~

~~(4)~~

Asour officers or employees. During the last fiscal year, no member of ~~August 18, 2015; Mr. Houston will serve~~the Human Resources Committee had a relationship that must be described under the SEC rules relating to disclosure of Related Person Transactions. In addition, during the last fiscal year, none of our executive officers served as ~~Chairman~~a member of the Board of Directors ~~beginning after~~or the ~~conclusion~~compensation committee of any other entity that has one or more executive officers serving on our Board or Human Resources Committee.

Sustainability at Principal

We know to foster a secure world for all, we must be mindful of our impact. Our sustainability vision is rooted in the belief that being a responsible company can both inspire positive change and drive business success. We aim to grow a resilient, inclusive, and secure society, helping people enjoy a shared prosperity today and creating opportunities for future generations. In pursuit of this vision, we deliver innovative products and services to meet the diverse needs of our customers around the globe, integrate sustainable practices across our business, and provide an inclusive and rewarding experience for our global employees.

Our sustainability strategy is governed by the Sustainability Task Force, which is made up of members appointed by Chairman, President, and CEO Daniel Houston. The members are leaders across the organization, and the task force reports quarterly to the Nominating and Governance Committee of the ~~annual meeting~~Company’s Board of ~~shareholders~~

~~(5)~~

~~Chair~~Directors.

Our sustainability strategy is informed by material sustainability factors that are important to our stakeholders and contribute to positive social and environmental impact. The Company advances this work by focusing on the following topics: sustainable investing, consumer and product impact, financial inclusion, environmental impact, sustainable sourcing, governance, ethics and risk, global inclusion, and employee engagement.

We share progress on our performance and outcomes in our sustainability reports, which are released annually. The 2023 Sustainability Report will be released in April 2024.

A summary of our 2023 key initiatives and resulting outcomes are below.

Sustainable investing

Our commitment to sustainable investing revolves around a key factor—our fiduciary responsibility to our clients and investors. Acting in their best interests comes first and foremost. Our approach to sustainable investing is driven by that priority. We provide clients with sustainable investment options that offer competitive, risk-adjusted returns and utilize a holistic view of factors influencing risk and return to create added value for clients, the environment, and society over time.

•

Principal Asset Management1 investment teams align with the Sustainable Investing Oversight Committee’s categorization methodology of Foundational, Enhanced, Thematic or Impact to define the level of sustainable investing principles integrated within actively managed portfolios, as well as abiding by client-directed mandates. The Committee classifies, reviews, approves, and assures implementation of ~~September 23, 2015~~

~~(6)~~

~~Chair until September 23, 2015~~

~~(7)~~

Asproducts and strategies we actively market are in accordance with appropriate sustainability-related definitions. Our general account established a proprietary set of ~~September 23, 2015~~

~~(8)~~

~~Until September 23, 2015~~

~~(9)~~

~~Until May 17, 2016~~

sustainable guidelines for its portfolio of corporate bonds, commercial mortgage loans, and private real estate equity. These guidelines utilize internal scoring and scores from external sources where applicable and cover approximately 66% of our portfolio.

Consumer and product impact

We are committed to enabling greater access to relevant insurance, investment, and savings products and services for individuals and businesses around the globe to build a more inclusive economy.2 We originally set a five-year goal to double the number of diverse small and midsized businesses (“SMBs”) we support

Principal Asset ManagementSM is a trade name of Principal Global Investors, LLC.

Insurance products issued by Principal National Life Insurance Co (except in NY) and Principal Life Insurance Company®. Plan administrative services offered by Principal Life. Principal Funds, Inc. is distributed by Principal Funds Distributor, Inc. Securities offered through Principal Securities, Inc., member SIPC and/or independent broker/dealers. Referenced companies are members of the Principal Financial Group®, Des Moines, IA 50392. ©2024 Principal Financial Services, Inc.

16~~2016~~

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~~Table~~

through product access, investments in third-party organizations that provide capital access, community development, and financial education by 2025. This strategy was developed in collaboration with Principal® Foundation.3

•

In 2023, we reached 100% of ~~Contents~~our five-year goal, enabling us to support more diverse SMBs with financial products, resources, and education to meet their diverse needs.

•

We also supported more than 4,700 diverse entrepreneurs and small businesses through coaching, technical assistance, financial planning, and our investments in third-party organizations that provide capital access.

Financial inclusion

We exist to enable financial security and strive to reach more people every day. We are committed to advancing financial inclusion by helping ensure individuals and businesses have access to the necessary financial products, resources, and education to meet their diverse needs.

•

In 2023, we released the second edition of the Global Financial Inclusion Index (“Index”) in partnership with the Centre for Economics and Business Research (Cebr). The Index ranks more than 40 markets on three clearly defined pillars of financial inclusion—government support, financial system support, and employer support. Now in its second year, the report provides a comprehensive and comparative evaluation of financial inclusion on a global scale, enabling the identification and analysis of regions making the most progress and those facing the greatest challenges.

Environmental impact

We recognize our vision of a more secure world is intertwined with the health and wellbeing of the planet. As such, we continue to promote environmental stewardship across our company by managing our use of resources and working to preserve the planet for future generations.

•

Between 2019 and 2023, we’ve reduced greenhouse gas (GHG) emissions by approximately 11.5% each year, exceeding the annual reduction glidepath target of 4.3%. We’ve also achieved our 2023 target against our 2019 baseline with a 46% reduction in scope 1 and market-based scope 2 emissions.

•

We aim to reduce our global scope 1 and market-based scope 2 GHG emissions by 65% by 2034 and achieve net zero by 2050, which aligns with the Science Based Targets initiative’s 1.5° Celsius scenario.

Sustainable sourcing

Including qualified, diverse businesses in our procurement process is an important aspect of our commitment to diversity, equity, and inclusion. We are committed to improving our screening, evaluation, and review of new and existing suppliers against sustainability criteria and incorporating our findings into our supplier selection process to build a traceable and resilient supply chain.

•

We annually set appropriate diverse business spend goals within our U.S. operations, working to grow our diverse supplier pipeline and advocating for supplier diversity among our entire supply chain.

•

We remain an active member of the Financial Services Roundtable for Supplier Diversity, a group dedicated to building strong supplier diversity practices in the financial services industry.

Governance, ethics, and risk

After more than 140 years of doing right by our customers, employees, and investors, we remain committed to the highest level of ethical standards; ensuring good and responsible governance; managing compounding legal, regulatory, financial, reputational, and climate-related risks; protecting personal information; and upholding the safety and security of our workers. We were named to the Ethisphere World’s most Ethical Companies list for the thirteenth time.

Principal Financial Group Foundation, Inc. (“Principal® Foundation”) is a duly recognized 501(c)(3) entity focused on providing philanthropic support to programs that build financial security in the communities where Principal Financial Group, Inc. (“Principal”) operates. While Principal Foundation receives funding from Principal, Principal Foundation is a distinct, independent, charitable entity. Principal Foundation does not practice any form of investment advisory services and is not authorized to do so. © 2024 Principal Foundation.

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The Nominating and Governance Committee monitors risks and mitigation related to our material sustainability topics, as well as our political contribution activities. The committee also monitors whether the Board and its committees have the collective skills and experience necessary to monitor the risks facing Principal.

Global inclusion

We work to create and maintain a work environment where all employees feel valued, respected, and included, and where they can be their authentic self.

•

We measure a culture of belonging, respect, learning, and trying new things through our Global People Inclusion Index (“GPII”), a proprietary survey administered to global employees three times per year. We exceeded our annual goal of 80% on our GPII with a score of 82%.

•

To measure diversity, our proprietary U.S. Diversity Index is comprised of 17 metrics and measures progress and areas of opportunity. Consistent with our regulatory obligations as a federal contractor and our talent strategy, we strive for employee representation that aligns with market availability. Our progress relative to these employee representation goals account for 85% of the weighted score, with the remaining weight focused on areas like employee education and supplier diversity. We exceeded our annual goal of 100% on our U.S. Diversity Index with a score of 104.9%.

Employee engagement

We are committed to cultivating a rewarding workplace experience centered on learning, development, and employee wellbeing to attract and nurture exceptional talent and foster an engaged workforce.

•

In 2023, we maintained a strong level of employee satisfaction with a 79% Employee Engagement Index score.

We were named a member of the 2023 Bloomberg Gender-Equality Index, which emphasizes gender pay equity, strong diversity metrics, and talent management.

Looking forward

For decades, we have embraced sustainability as a core strategy to manage risk, strengthen our business, and fulfill our purpose. As we continue to adapt and evolve this strategy, we will listen to and learn from our stakeholders, including clients, customers, investors, and employees. A full review of our enterprise sustainability practices, programs, and commitments can be found on our website at www.principal.com/sustainability.

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TABLE OF CONTENTS ~~Directors'~~

Compensation

of Non-Employee Directors

Our Directors serve on the Boards of ~~the Company,~~Principal Financial Group, Inc., Principal Life Insurance Company, 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~~high-quality, non-employee Directors. A substantial proportion of non-employee Director compensation is provided in the form of equity to help align ~~Directors'~~their interests with the interests of our shareholders.

~~The Director~~ Mr. Houston, our Chairman, President, and Chief Executive Officer, does not receive additional compensation ~~program is reviewed annually.~~ for his service on the Board.

The Nominating and Governance Committee, ~~uses~~comprised solely of independent directors, has primary responsibility for our non-employee compensation program. The Committee works with the ~~Board's~~Board’s independent compensation consultant ~~Frederic W. Cook & Co., Inc. ("Cook") to conduct a~~in administering the program. During 2023, Compensation Advisory Partners conducted an annual comprehensive review and assessment of non-employee Director compensation. ~~Cook last reviewed Director compensation in November of 2015.~~

The Company targets non-employee Director compensation at approximately the median of the peer group used for ~~Executive~~executive compensation comparisons ("(“Peer ~~Group"~~Group”) (see page ~~26)~~39), which aligns with its Executive compensation philosophy. As a result of ~~that~~Compensation Advisory Partners’ November 2023 review and the ~~Committee's~~Committee’s discussion, nothe grant date fair value of the Directors’ annual Restricted Stock Unit (“RSU”) retainer increased from $185,000 to $200,000. These changes ~~were made to~~position our Directors’ compensation at the ~~Board compensation program, except with respect to the nonexecutive Chairman, as detailed below.~~

median Company’s Peer Group.


Annual Cash Retainers1(Effective November 20, 2023)
	~~Effective Since~~ ~~January 1, 2015~~

~~Annual Cash Retainers~~⁽¹⁾	Board

~~- Board~~$115,000	~~$95,000~~

- Audit Committee Chair			$~~20,000~~35,000

- Human Resources Committee Chair			$~~17,500~~25,000

- Finance Committee Chair			$~~15,000~~35,000

- Nominating &and Governance Committee Chair			$~~15,000~~25,000

- Other Committee Chairs			$~~5,000~~10,000

- Lead Director			$~~25,000~~50,000

Annual Restricted Stock Unit Retainer⁽²⁾2

~~- Board~~	~~$130,000~~

~~Meeting Attendance Fees~~

~~- Regularly Scheduled Board Meeting~~	~~No meeting fees~~

~~- Non-regularly Scheduled Board Meetings (in person)~~	~~$2,500 per day~~

~~- Non-regularly Scheduled Board Meetings (Telephonic)~~	~~$1,000~~

~~- Committee Meeting~~	~~$1,500~~

~~- Telephonic Committee Meeting~~	~~$1,000~~
		$200,000

~~(1)~~: 1

Paid in two semiannual payments, in May and November, on a ~~forward looking~~forward-looking basis.

~~(2)~~

Grants 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 17, 2016.

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Fees Earned by Non-Employee Directors in ~~2015~~

2023

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

Name
Fees Earned or Paid in Cash
Stock Awards(1)
Total

Betsy J. Bernard $ 132,000 $ 129,990 $ 261,990

Jocelyn Carter-Miller $ 133,000 $ 129,990 $ 262,990

Gary E. Costley $ 119,000 $ 129,990 $ 248,990

Michael T. Dan $ 130,000 $ 129,990 $ 259,990

Dennis H. Ferro $ 127,500 $ 129,990 $ 257,490

C. Daniel Gelatt Jr. $ 123,500 $ 129,990 $ 253,490

Sandra L. Helton $ 142,000 $ 129,990 $ 271,990

Roger C. Hochschild $ 126,943 $ 145,143 $ 272,086

Richard L. Keyser $ 6,000 $ 0 $ 6,000

Luca Maestri $ 6,000 $ 0 $ 6,000

Blair C. Pickerell $ 83,189 $ 97,866 $ 181,055

Elizabeth E. Tallett $ 139,000 $ 129,990 $ 268,990

1

~~(1)~~: ~~The~~These amounts ~~shown in this column~~ reflect the grant date fair value of awards made in ~~2015,~~2023 determined in accordance with FASB Accounting Standards Codification ~~("ASC"~~(“ASC”) Topic 718. These awards do not reflect actual amounts realized or that may be realized by the recipients.

While the Principal Financial Group, Inc. 2021 Stock Incentive Plan (which was approved by shareholders) allows some discretion in determining the value of RSUs that may be awarded annually, it imposes a maximum limit for stock awards plus fees and retainers of $750,000 ($1,000,000 for an Independent Chairman) on the size of the annual award that may be made.

~~Directors'~~

Mr. Dan retired from service on our Board at the conclusion of the Company’s annual meeting of shareholders held on May 16, 2023. Fees paid to Mr. Dan reflect a pro-rated portion of the annual cash retainer for his service in 2023.

Non-Employee Directors’ Deferred Compensation Plan

Non-employee Directors may defer the receipt of their cash compensation under the Deferred Compensation Plan for ~~Non-Employee~~Non-employee Directors of Principal Financial Group, Inc. This Plan has four investment ~~options:~~

•: ~~Phantom~~options, and each option represents “phantom” units tied to the ~~Company's Common Stock;~~
•: ~~The Principal LargeCap S&P 500 Institutional Index Fund;~~
•: ~~The Principal Real Estate Securities Institutional Fund; and~~
•: ~~The Principal Bond & Mortgage Securities Institutional Fund.~~

~~All of these~~ funds ~~are available to participants in Principal Life's Excess Plan. The returns realized on these funds during 2015 are~~ listed in the table ~~"Qualified 401(k) Plan and Excess Plan," on pages 44-45.~~

below (parenthesized information indicates share class):

Restricted Stock Unit Grants

Non-employee Directors receive an annual grant of ~~Restricted Stock Units ("RSUs"). The grant made in 2015 was made~~time-based RSUs under the Principal Financial Group, Inc. ~~2014 Directors~~2021 Stock ~~Plan.~~Incentive Plan, as amended and restated Effective November 20, 2023 (the “2021 Stock Incentive Plan”). RSUs are granted at the time of the annual meeting, vest at the next annual meeting, and are deferred ~~until~~ at least until the date the Director leaves the Board. At payout, the RSUs are converted to shares of Common Stock. 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.~~RSUs. The Nominating and Governance Committee has the discretion to make a prorated grant of RSUs to Directors who join the Board at a time other than at the annual meeting. ~~While the 2014 Director~~The 2021 Stock Incentive Plan, (which was approved by shareholders) ~~affords some discretion in determining the dollar value of RSUs that may annually be awarded to each non-employee Director, it~~ imposes a combined maximum limit for stock awards plus fees and retainers of ~~$230,000~~$750,000 ($~~500,000~~1,000,000 for an Independent Chairman) ~~on the size of the annual award that may be made to any non-employee Directors.~~

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As of December 31, ~~2015,~~2023, each non-employee Director had the following aggregate number of outstanding RSUs, ~~as a result of Director compensation in 2015 and prior years,~~ including additional RSUs received as the result of dividend equivalents:




Director Name		~~Total RSUs Outstanding~~ ~~Fiscal Year End 2015~~ ~~(Shares)~~

~~Betsy J. Bernard~~		~~34,373~~

~~Jocelyn Carter-Miller~~		~~36,345~~

~~Gary E. Costley~~		~~34,373~~
			Total RSUs Outstanding Fiscal Year End 2023 (Shares)
~~Michael T. Dan~~		~~31,913~~Jonathan S. Auerbach

~~Dennis H. Ferro~~ 12,963		~~19,397~~
	Mary E. “Maliz” Beams
~~C. Daniel Gelatt~~		~~39,139~~

~~Sandra L. Helton~~		~~34,373~~

~~Roger C. Hochschild~~		~~2,839~~

~~Richard L. Keyser~~		0
			5,963
~~Luca Maestri~~		0Jocelyn Carter-Miller

~~Blair C. Pickerell~~ 73,884		~~1,725~~
	H. Elizabeth Mitchell
~~Elizabeth E. Tallett~~		~~38,651~~2,520
	Roger C. Hochschild			28,403
	Scott M. Mills			23,517
	Claudio N. Muruzabal			4,972
	Diane C. Nordin			19,141
	Blair C. Pickerell			26,891
	Clare S. Richer			10,036
	Alfredo Rivera			6,956

Other Compensation

Principal Life matches charitable gifts up to ~~an annual amount of~~ $16,000 per ~~nonemployee Director.~~non-employee Director per year. These matching contributions are available during a ~~Director's~~Director’s term and ~~the following~~for three ~~years.~~years thereafter. Principal Life receives the charitable contribution tax deductions for the matching gifts.

Directors are reimbursed for travel and other business expenses they incur while performing services for the ~~Company. Directors'~~Company and are allowed the use of corporate owned or leased aircraft when traveling to in-person meetings of the Board and its Committees. When Directors’ spouses/partners ~~may~~ accompany them to the annual Board strategic ~~retreat.~~retreat, Principal pays for some of the travel expenses and amenities for Directors and their spouses/partners, such as meals and social events. Directors are also covered under the ~~Company's~~Company’s Business Travel Accident Insurance Policy and ~~Directors'~~Directors’ and ~~Officers'~~Officers’ insurance coverage. The Human Resources Committee has approved Directors’ participation in Principal Asset Management investment products on a reduced or no-fee basis. In ~~2015~~2023, the total amount of perquisites provided to ~~nonemployee~~non-employee Directors was less than $10,000 ~~in all cases.~~

~~Directors'~~per Director.

Directors’ Stock Ownership Guidelines

To encourage Directors to accumulate a meaningful ownership level in the Company, the Board has had a ~~"hold~~“hold until ~~retirement"~~retirement” stock ownership requirement since 2005. All RSU grants must be held ~~through~~while a ~~Director's service~~Director is on the Board and may only be converted to Common Stock when the ~~Director's~~Director’s Board service ends. The Board has a guideline that Directors own interests in Common Stock equal to five times the annual Board cash retainer within five years of joining the Board. Directors have been able to achieve this level of ownership through the RSU hold until retirement requirement. All Directors with a tenure of a minimum of five years have satisfied the requirement, and those with a tenure of less than five years are on schedule to satisfy the requirement as well. Once this guideline is met, Directors ~~will~~do not need to ~~make~~buy additional ~~share purchases~~stock if the guideline is no longer met due to a reduction in stock price, ~~as long as~~if the ~~Director's~~Director’s ownership level is not reduced ~~as a result~~because of share sales.

Audit Committee Report

The Audit Committee, comprised solely of the independent Directors identified below, oversees the ~~Company's~~Company’s financial reporting ~~process. Management~~process on behalf of the Board. The Committee’s functions are described in greater detail in its Charter, which can be found in the Corporate Governance section on our website at www.principal.com. Our management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. ~~The~~Ernst & Young LLP, the Company’s independent registered public accounting firm, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States of America and on the Company’s internal control over financial reporting.

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In this context, the Audit Committee has reviewed and discussed with management the Company’s audited financial statements for the ~~fiscal~~ year ended December 31, ~~2015, and discussed the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.~~

2023. The Audit Committee also discussed with Ernst & Young LLP the ~~Company's independent auditor, the~~ matters required to be discussed by ~~Statement on Auditing Standards ("SAS") 114, The Auditor's Communication with those Charged with Governance, as adopted by~~the applicable requirements of the Public Company Accounting Oversight Board ~~(United States) ("PCAOB"~~(“PCAOB”) ~~in Rule 3200T. SAS 114 requires~~and the ~~independent auditor to communicate (i) the auditor's responsibility under standards of the PCAOB; (ii) an overview of the planned scope~~Securities and timing of the audit; and (iii) significant findings from the audit, including the qualitative aspects of the entity's significant accounting practices, significant difficulties, if any, encountered in performing the audit, uncorrected misstatements identified during the audit,

~~2016 Proxy Statement~~19

~~Table of Contents~~

other than those the auditor believes are trivial, if any, any disagreements with management, and any other issues arising from the audit that are significant or relevant to those charged with governance.

Exchange Commission. The Audit Committee also received from Ernst & Young LLP, the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent ~~auditor's~~registered accounting firm’s communications with the Committee concerning ~~independence. The~~independence, and the Committee has discussed with Ernst & Young LLP its ~~independence~~independence.

Based on its review and ~~Ernst & Young LLP has confirmed in its letter that, in its professional judgment, it is independent of~~discussion noted above, the ~~Company within the meaning of the federal securities laws.~~

The Committee discussed with the Company's internal and independent auditors the overall scope and plans for their respective audits. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls and the overall quality of the Company's financial reporting.

~~In reliance on the reviews and discussions referred to above, the~~Audit Committee recommended to the Board ~~(and~~that the ~~Board approved) that the~~Company’s audited financial statements be included in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for filing with the SEC. The Committee has also approved, subject to shareholder ratification, the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2016.

The Committee does not have the responsibility to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and in accordance with generally accepted accounting principles. That is the responsibility of the Company's independent auditor and management. In giving our recommendation to the Board, the Committee has relied on (i) management's representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles, and (ii) the report of the Company's independent auditor with respect to such financial statements.

~~Sandra L. Helton,~~2023.

Diane C. Nordin, Chair
~~Gary~~
Mary E. ~~Costley~~
~~Dennis~~ “Maliz” Beams
Scott M. Mills
H. ~~Ferro~~
~~C. Daniel Gelatt~~
~~Roger C. Hochschild~~

Elizabeth Mitchell
Clare S. Richer
Alfredo Rivera

20~~2016~~

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~~Table of Contents~~

Executive Compensation


Contents:		~~Page~~	Page:
	Compensation Discussion & Analysis ("(“CD~~&A"~~&A”)
	• Executive Summary			33	21
	• Our ~~Performance in 2015~~ Compensation Program Philosophy
• ~~2015 Compensation Highlights~~		2233
	• • Our Compensation ~~Program Philosophy and Policies~~ Principles			2333
	• Compensation Policies			34
	• 2023 Company Performance Highlights			35
	• 2023 Compensation Highlights			36
	• Summary of Compensation Elements			2437
	• • How ~~we make~~We Make Compensation Decisions			2538
	• • ~~2015~~ 2023 Executive Compensation Decisions			2740
	• • ~~Base Salary~~ Key Elements of Fiscal 2023 Compensation Program			2840
	• • ~~Annual Incentive Pay~~ Base Salary			2841
	• • ~~Long term~~ Annual Incentive Compensation			3141
	• Long-Term Incentive Compensation			44
	• Timing of Stock Option Awards and Other Equity Incentives			3246
	• • Benefits			3346
	• • Change of Control &and Separation Pay			3347
	• • ~~Perquisites~~ Stock Ownership Guidelines			3447
	• • ~~Stock Ownership Guidelines~~ Hedging and Pledging Policy			3448
	• • ~~Claw Back~~ Repricing Policy			3448
	• • ~~Trading~~ Clawback Policy			3448
	• • ~~Succession Planning~~ Gross-Up Policy			3548
	• • Human Resources Committee Report			3548
	• • Risk Assessment of Employee Incentive Plans			3549
	Compensation Tables
	• • Summary Compensation Table			3650
	• • Grants of ~~Plan Based~~Plan-Based Awards ~~Table~~ for Fiscal Year End December 31, 2023			3852
	• • Outstanding Equity Awards ~~Table~~ at Fiscal Year End December 31, 2023			3953
	• • Option Exercises and Stock ~~Vesting Table~~ Vested			4054
	• • Pension ~~Benefits~~ Plan Information			4354
	• 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			4862
	• 2023 CEO Pay Ratio			62
	Pay Versus Performance
	• Pay Versus Performance Table			63
	• Pay Versus Performance—Tabular List of Most Important Financial Performance Measures			64
	• Pay Versus Performance Relationship Disclosure			64

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Compensation Discussion and Analysis ~~(CD&A)~~

~~The~~(“CD&A”)

Executive Summary

Focusing on our Named Executive Officers, this CD&A describes ~~Principal Financial Group, Inc.'s Executive~~our compensation ~~objectives,~~philosophy and ~~philosophy. It also describes our 2015~~program, the compensation decisions made under the program, and ~~reviews~~ the ~~outcomes, including the Company's financial performance~~factors considered in ~~2015. Our "Named~~making those decisions. For 2023, our “Named Executive Officers" in 2015 are listed below. Talent and succession planning are a critical part of the Board's responsibilities. In 2015, Larry Zimpleman announced his retirement, and, as part of the planned succession process, Officers” were:

•

Daniel J. Houston, ~~was promoted to the position of CEO. Effective May 17, 2016, Mr. Houston will also be~~ Chairman, ~~of the Board.~~

•: ~~Larry D. Zimpleman, Chairman.~~ Mr. Zimpleman leads the Board of Directors. In his role as Chairman and CEO (2009 to August 18, 2015), he had overall responsibility for all of the Company's businesses, was responsible for the growth strategy, capital management and deployment and corporate functions. Mr. Zimpleman's term on the Board expires May 17, 2016.
•: ~~Daniel J. Houston,~~ President, and Chief Executive ~~Officer ("CEO").~~ Mr. Houston was appointed President and CEO on August 18, 2015. He has overall responsibility for all business of the organization, and is responsible for the Company's growth strategy, capital management and deployment and corporate functions. From November 2014 to August 18, 2015, Mr. Houston served as President and Chief Operating Officer, where he oversaw all global businesses, including Principal Global Investors, LLC. and Principal International, Inc, as well as the Retirement and Investor Services and U.S. Insurance Solutions segments of our operations.
Officer;

•

~~Terrance J. Lillis,~~

Deanna D. Strable-Soethout, Executive Vice President and Chief Financial ~~Officer.~~ ~~Mr. Lillis has been~~Officer;

•

Patrick G. Halter, Division President1;

•

Amy C. Friedrich, President, Benefits and Protection; and

•

Vivek Agrawal, Executive Vice President and Chief ~~Financial Officer~~Growth Officer.

Our Compensation Program Philosophy

We design our executive compensation program to align the interests of ~~the~~executives and shareholders. We maintain a culture of pay for performance, in which we tie a significant portion of our Named Executive Officers’ total compensation to Company and ~~Principal Life since March of 2014.~~

•

~~Timothy M. Dunbar, Executive Vice President~~individual performance in achieving short- and ~~Chief Investment Officer.~~ ~~Mr. Dunbar assumed his current position in 2014. He is also responsible for~~long-term financial and strategic goals that serve the ~~Company's capital markets and corporate real estate operations.~~

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~~Table of Contents~~

•: ~~James P. McCaughan, President—Global Asset Management.~~ ~~Mr. McCaughan heads the Principal Global Investors segment~~long-term interests of our ~~operations, overseeing all global asset management activities, including developing global strategies~~shareholders.

We design our compensation program to attract and ~~identifying~~retain high-caliber, diverse executive officers to deliver sustained high performance for our customers and ~~analyzing~~shareholders. Consistent with the philosophy underlying our compensation program, we target the market ~~opportunities.~~

•

~~Luis Valdés, President—International Asset Management & Accumulation.~~ Mr. Valdés has been the head of the Principal International segment of our operations since March 2012. He is responsible for managing the Company's operations outside of the United States in our international asset management and accumulation segment.

~~2015 Company Highlights:~~

~~Despite external challenges in 2015, such as the volatile equity market conditions and foreign currency translation, we had strong results, with operating earnings~~⁽¹⁾ ~~of $1.27 billion in 2015 compared to $1.32 billion in 2014. The Company continued to have strong fundamentals, solid momentum and good underlying growth.~~

~~In 2015, 93% of our investment options were above~~ median for five-year performance at year-end, and 76 of our rated funds had 4 or 5 stars from Morningstar. This strong investment performance, responsive service, and an expanding array of offerings, resulted in our second best year of net customer cash flows on record of $23 billion.

~~We also saw the growth potential (and diversification benefits) of our U.S. Insurance Solutions businesses, which delivered a 20 percent increase in pre-tax operating earnings.~~

~~In 2015, the Company's total shareholder return was slightly above the average~~ of our Peer Group ~~used~~ for an executive’s total compensation, ~~purposes (–10.5% vs. –16.6%).~~ with actual compensation varying based on performance and tenure. The primary principles that guide our compensation program are summarized below.

Our ~~three~~Compensation Principles

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

Reinforce the Company’s pay for performance culture by making a significant portion of total compensation variable and by differentiating awards based on Company and individual performance in achieving short- and long-term financial and strategic objectives.

Have a greater percentage of compensation at risk for executives who bear higher levels of responsibility for the Company’s performance.

Align the interests of executives and other stakeholders, including shareholders, customers, and employees, by having a significant portion of the executives’ compensation in stock and requiring Executives to hold stock.

Support important corporate governance principles and established best practices.

Mr. Halter served as Chief Executive Officer and President of Principal Asset Management until February 10, 2024.

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Compensation Policies

The Company’s executive compensation program incorporates the following best practices:

Independent Consultant. Compensation Advisory Partners is selected and retained by the Committee to advise on the executive compensation program and to advise the Nominating and Governance Committee on compensation for non-employee Directors.

Risk Review. 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.

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

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).

Executive Ownership. Executives are required to own a meaningful amount of stock in the Company to ensure their interests are aligned with the shareholders’ interests and with the Company’s long-term performance.

Prohibition on Hedging. 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.

Clawback Policies. The Committee has adopted a mandatory compensation recovery policy, in compliance with the newly implemented 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.

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.

Limited Perquisites. Modest additional benefits to help attract and retain Executive talent and enable executives to focus on Company business with minimal disruption are offered.

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

Tax and Accounting Efficiency. The Committee considers the tax and accounting consequences of each element of compensation.

No 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.

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2023 Company Performance Highlights

The previous year was a great one for Principal, delivering on our ambitious outlook for the enterprise despite some macroeconomic headwinds, including geopolitical events and global inflation, which resulted in elevated market and interest rate volatility and increased allocations to cash and cash equivalents. Margins across the enterprise remained strong as we took actions to reduce expenses to align with revenue while investing for growth and increasing scalability.

In 2023, Principal reported $623 million of net income attributable to Principal Financial Group, or $2.55 per diluted share. Reported net income attributable to Principal Financial Group included an unfavorable impact from exited business, which is non-economic and driven by the change in the fair value of the funds withheld embedded derivative. This does not impact our capital or free cash flow and can be very volatile.

Non-GAAP operating earnings2 was $1.6 billion, or $6.55 per diluted share3 (EPS)—a 3% increase in reported EPS compared to 2022. At the end of the year, we reported $695 billion of assets under management (AUM) managed by Principal, a 9% increase from 2022, and $1.6 trillion of assets under administration (AUA), which includes AUM.

Our diversified and integrated business model continued to prove resilient and delivered strong results in 2023. Our strong capital position and free capital flow conversion reflect actions we took to increase capital efficiency and enabled us to deliver on our capital deployment strategy—investing for growth in our businesses and returning more than $1.3 billion of capital to shareholders through share repurchases and common stock dividends. We are in a strong position to drive long-term growth for our shareholders through our growth drivers of retirement, asset management, and benefits and protection.

[MISSING IMAGE: fc_longtermfinancial-pn.jpg]

Non-GAAP operating earnings per diluted share.

Non-GAAP return on equity (“ROE”) is defined as non-GAAP operating earnings divided by average stockholders’ equity available to common stockholders excluding cumulative change in fair value of funds withheld embedded derivative and accumulated other comprehensive income other than foreign currency translation adjustment.

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The three-year and five-year total shareholder returns were positioned well ahead of our asset management and insurance peers. One-year total shareholder return ~~also continues to be higher, with a three year total shareholder return of 71%~~lagged our peers.

1-, ~~compared to an average total shareholder return of 42% for companies in the Peer Group.~~

3- and 5-Year Total Shareholder Return1: PFG vs. Peers

*Excludes The Hartford Financial ~~StanCorp,~~Services, Insurance, and ~~Janus as they were removed from our Peer Group in 2015.~~

Asset Manager Peers are listed on page 39.

~~2015~~

2023 Compensation Highlights

•

In ~~2015,~~2023, the ~~Company's~~Company’s shareholders voted to approve the ~~Company's~~compensation program for our Named Executive ~~compensation program. Of~~Officers with approximately 97% of the ~~votes cast, over 95% supported~~shares voting in support of the ~~Executive compensation~~ program. The Company considered the ~~shareholders' approval~~strong shareholder support of the compensation program to be approval of the ~~Company's~~Company’s compensation philosophy, which has not changed since that vote. ~~The compensation program design~~

•

In March 2023, Mr. Houston’s base salary increased from $1,000,000 to $1,050,000. Additionally, his annual incentive target remained at 375% of his eligible earnings, and ~~structure has also not changed in~~ the ~~past year, and all changes to compensation levels have been consistent with the Company's compensation philosophy.~~

grant date fair value of his long-term incentive award was $9,450,000. His Principal Financial Group Incentive Pay Plan (PrinPay Plan) payout for 2023 was $3,310,096.

•

Based on ~~our 2015~~the Company’s 2023 annual performance achievements, many of which are outlined above, ~~2015 Annual~~our 2023 PrinPay score in the annual incentive ~~payout averaged 80%~~program was earned at 85% of target.

~~(1)~~: ~~See Appendix B~~ Individual modifiers for ~~Non GAAP Financial Measures.~~

22~~2016 Proxy Statement~~

~~Table~~our Named Executive Officers ranged between 95% and 110% of ~~Contents~~

the PrinPay score.

•

Based on the ~~Company's three-year~~Company’s two-year average non-GAAP return on equity (“ROE”) and ~~three-year~~two-year average non-GAAP book value per share2 performance, the ~~2013-2015 performance based RSU's ("PSU's"~~2021-2023 Performance Based RSUs (“PSUs”) vested on December 31, ~~2015~~2023, and ~~103%~~114% of the target number of shares were paid out in February ~~2016,~~2024, according to the established performance scale, and ~~approval~~approved by the Human Resources Committee.

~~Compensation Program Philosophy~~

Our total shareholder return methodology includes the share price return and ~~Policies~~

~~Compensation Philosophy—our compensation programs are designed to:~~

•: ~~Attract~~cash dividends paid during the time period December 31, 2022, through December 31, 2023 (1-year TSR), December 31, 2020, through December 31, 2023 (3-year TSR) and ~~retain talented Executives~~December 31, 2018, through December 31, 2023 (5-year TSR).

Non-GAAP book value (“Book Value”) per share is defined as total ending common equity excluding cumulative change in fair value of funds withheld embedded derivative and ~~motivate them to perform at the highest level and contribute significantly to the Company's long term success;~~

•

~~Align the interests of Executives and~~accumulated other ~~stakeholders, including shareholders, customers and employees, by having a significant portion of the Executives' compensation in stock and requiring Executives to hold stock;~~

•

Reinforce the Company's pay for performance culture by making a significant portion of total compensation variable and by differentiating awards based on Company and individual performance in achieving short and long term financial and strategic objectives;

•

~~Cause a greater percentage of compensation to be at risk for Executives who bear higher levels of responsibility for the Company's performance; and~~

•

~~Support important corporate governance principles and established best practices.~~

~~Compensation Policies—Principal's Executive compensation program incorporates the following best practices:~~

•: ~~The Human Resources Committee's independent compensation consultant is retained~~comprehensive income divided by the ~~Committee to advise on Executive and Director compensation and does no other work for the Company.~~
•: ~~The Human Resources Committee regularly reviews an analysis~~number of ~~the Company's incentive compensation plans to ensure they are designed to create and maintain shareholder value, the long term performance~~common shares outstanding end of ~~the Company and do not encourage excessive risk.~~
•: ~~The majority of our Executive compensation is variable and linked to meeting our short term and long term~~year. See non-GAAP financial and strategic goals and to the performance of the Company's stock price over time. Eighty nine percent of our CEO's 2015 target compensation and an average of 78% of our other Named Executive Officer's target total compensation are variable and tied to Company performance.
•: ~~Executives receive a significant portion of their compensation~~measure reconciliations in ~~stock as noted in the chart on page 28, and are required to own a meaningful amount of stock in the Company.~~
•: Principal prohibits all employees, including Named Executive Officers, from purchasing any Principal securities on margin (except for the exercise of stock options), engaging in short sales or trading in any put or call options; and purchasing, directly or through a designee, 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.
•: Principal has a claw back policy to recover incentive compensation paid to Executives if the compensation was based on achieving financial results that were subsequently restated, if the Committee decides that the Executive engaged in fraud or intentional misconduct that caused the restatement, and that the amount of the Executive's incentive compensation would have been lower had the financial results been properly reported.
•: ~~Our change of control agreements with Executives provide market based severance protection and do not provide excise tax gross ups.~~
•: We do not provide perquisites to Executives that are not offered to all employees, except one physical examination per year, business spousal travel, and gifts of nominal value given to all sales conference attendees.
•: ~~We have not repriced options that are underwater and we would not do so without shareholder approval.~~
•: Our programs are designed to be financially efficient from tax, accounting, cash flow and share dilution perspectives. We make efforts to ensure that Principal benefits from the tax deductibility of all compensation to the extent practicable. The Committee may provide compensation that is not tax deductible if it determines such action is appropriate.
•: ~~Executives do not receive any income tax gross ups.~~

Appendix B.

~~2016 Proxy Statement~~23

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~~Summary of Compensation Elements:~~

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Summary of Our Compensation Elements:

	~~Compensation~~ ~~Component~~		~~Objective~~			~~Description and 2015 Highlights~~
Compensation Component		Objective			Description and 2023 Highlights
Base Salary

	~~Base Salary~~		Provides fixed income based on the size, scope, and complexity of the ~~Executive's~~Named Executive Officers’ role, ~~Executive's historical~~ performance, and relative position compared to market pay ~~information~~information.			~~Base salaries are generally targeted at market median, but may vary from median based on the Executive's performance, work experience, role and the difficulty of replacing the Executive.~~	In ~~2015,~~2023, the Committee increased ~~the Executives'~~certain Named Executive Officers’ base salaries, as detailed on page ~~28.~~41.
				Annual Incentive (“PrinPay”) Compensation
	~~Annual Incentive Compensation~~		Motivates and rewards overall corporate objectives as well as the Named Executive Officers’ contribution to achieving our annual objectives.			A range of earnings opportunities, expressed as a percentage of base salary, is established for each Named Executive Officer. Actual bonuses depend on individual employee results and overall Company performance and profitability. Company performance and profitability are measured by performance to goals on Non-GAAP Operating Earnings, Customer Driven Revenue Growth Metrics, Diversity Index Score, and a Free Capital Flow modifier. Details of the program are outlined on pages 41 to 44. Based on the Committee’s assessment of our 2023 PrinPay score, the Named Executive Officers earned bonuses at 85% of target, with individual modifiers ranging between 95% and 110%, as detailed on page 42 to 44.
Long-Term Incentive Compensation		Motivates and rewards long-term corporate performance as well as the ~~Executive's~~Named Executive Officers’ contribution to achieving our ~~annual objectives.~~			A range of earnings opportunity, expressed as percentages of base salary and corresponding to three levels of performance (threshold, target and maximum), is established for each Executive. Actual bonuses depend on achievement relative to the key financial measures, corporate and divisional goals, as outlined on pages 28-30. ~~Based on the Committee's assessment of performance, actual bonuses for 2015 averaged 80% of target as detailed on page 31.~~

	~~Long Term Incentive Compensation~~		~~Motivates and rewards long term corporate performance as well as the Executive's contribution to achieving our long term~~long-term objectives. Reinforces the link between the interests of the ~~Executives~~Named Executive Officers and shareholders. Encourages retention.				Each year, the Human Resources Committee establishes the ~~long term~~long-term award opportunity for each Named Executive Officer. ~~One~~Through 2021, one half of the award iswas granted in stock options and the other half in PSUs. ~~Using equal amounts of~~Commencing in 2022, awards are granted 70% in PSUs and ~~options creates a balance between achieving operating performance objectives and increases~~30% in ~~shareholder value.~~ time-based RSUs. PSUs are intended to incentivize participants to deliver on the Company’s defined financial goals. The ~~PSUs vest~~value to participants varies based on ~~continued service~~the degree of achievement against those goals. PSUs typically have a three-year performance period and ~~meeting financial objectives over~~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 ~~three year period (with each three year period treated as a "Performance Cycle").~~ ~~The PSUs granted in 2015 for the 2015-2017 Performance Cycle will vest based on performance scales for three-year average Return on Equity ("ROE") and three-year average~~non-GAAP Book Value per Share ~~("BV/Share"~~threshold. Commencing in 2022, PSUs are subject to a Relative Total Shareholder Return2 (“RTSR”) ~~over~~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 ~~performance period, as~~Company’s long term value appreciation. RSUs have a three-year cliff vesting.
					Details of the program are outlined on pages ~~31-32.~~ The PSUs granted in 2013 and 2014 for the 2013-2015 and 2014-2016 Performance Cycles followed the same design as described above for 2015-2017. For the 2013-2015 Performance Cycle, the awards vested and paid out at 103% of the target number of PSUs based on our ROE performance of 15.2% and BV/Share of $32.66.44 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.


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Compensation
Component

Objective

24~~2016 Proxy Statement~~

Description and 2023 Highlights

~~Table of Contents~~

	~~Compensation~~ ~~Component~~	~~Objective~~	~~Description and 2015 Highlights~~



	Benefits	Protects against catastrophic expenses and provides retirement savings opportunities.	Our Named Executive Officers participate in most of the same benefit plans as the ~~Company's~~Company’s other ~~U.S. based~~U.S.-based employees, including health, life, disability income, vision and dental insurance, an employee stock purchase plan, 401(k) plan, and pension plan. ~~Executives~~Certain of the Named Executive Officers also participate in ~~non qualified~~non-qualified retirement plans (defined benefit and defined contribution). ~~Investment professionals, including~~ Mr. ~~McCaughan, do not participate~~Halter participated in the pension ~~or non qualified retirement plans.~~and non-qualified plans prior to 2010, when changes were made to eliminate these programs for investment professionals.
Perquisites
	~~Perquisites~~	Modest ~~amount of~~ additional benefits to help attract and retain Executive talent and enable ~~Executives~~Named Executive Officers to focus on Company business with minimal disruption.	~~Executives~~Named Executive Officers are eligible for one physical examination per year, business spousal travel, and gifts of nominal value given to all sales conference attendees. The Human Resources Committee approved the ability of Named Executive Officers to participate in Principal Asset Management investment products on a reduced or no-fee basis. The Human Resources Committee also approved our CEO’s use of our corporate aircraft for limited personal travel.

	Termination Benefits	Provides temporary income following ~~an Executive's~~a Named Executive Officer’s involuntary termination of employment, and, in the case of a change of ~~control;~~control, helps ensure the continuity of management through the transition.	~~Refer to pages 33-34 for a~~A discussion of our change of control and separation ~~benefits.~~benefits is on pages 59-62. These benefits do not include excise tax gross ups.

How We Make Compensation Decisions

Human Resources Committee Involvement

The Human Resources Committee, which is comprised entirely of independent Directors, oversees ~~the development and administration of the Company's compensation and benefits policies and programs, approves the~~our overall compensation program, ~~and~~including compensation ~~for Executives, and makes the compensation decisions~~of our Named Executive Officers. In carrying out its responsibility for the ~~CEO. In addition,~~2023 compensation design, the Human Resources ~~Committee:~~

•: ~~Reviews and approves corporate incentive goals and objectives relevant to compensation;~~
•: ~~Evaluates Executives' performance results;~~
•: ~~Evaluates~~Committee retained the ~~competitiveness~~advisory services of ~~each Executive's total compensation; and~~
•: ~~Approves changes to the Executive's total compensation package.~~

~~Cook advises the Committee on the Executive compensation program. Cook~~Compensation Advisory Partners. Compensation Advisory Partners also advises the Nominating and Governance Committee on compensation for ~~nonemployee~~non-employee Directors (see pages ~~17-19)~~28-30). ~~Cook~~Compensation Advisory Partners receives compensation from the Company only for its work in advising these Committees. ~~Cook~~Compensation Advisory Partners does not and would not be allowed to perform services for management. The Committee assessed the independence factors in applicable SEC rules and ~~NYSE~~Nasdaq Listing Standards and other facts and circumstances and concluded that the services performed by ~~Cook~~Compensation Advisory Partners did not raise any conflict of interest.

Members of management, including the CEO, do not have a role in determining their own compensation. The CEO is not present when the Committee determines his compensation. The Committee consults with the independent Directors regarding the CEO’s performance and then determines the CEO’s compensation for the current year and the CEO’s compensation opportunity for the following year.

Each year, the ~~CEO,~~ CEO—with input from ~~the~~our Human Resources Department and ~~Cook,~~ the compensation consultant—recommends the amount of base salary increase (if any), annual incentive award, and ~~the long term~~long-term incentive award for ~~Executives~~our Named Executive Officers other than himself. These recommendations are based on the ~~Executive's~~Named Executive Officer’s performance, performance of the business areas for which the Named Executive Officer

Relative Total Shareholder Return is defined as the Company’s Total Shareholder Return during the Performance Period as compared to the Total Shareholder Return of the S&P Financial Sector Index constituents during the Performance Period.

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is responsible (if applicable), and other considerations such as retention. The Human Resources Committee reviews these recommendations and approves compensation decisions for ~~Executives.~~

~~No member of management, including the CEO, has a role in determining his or her own compensation.~~ each Named Executive Officer.

The Human Resources Committee consults with the other independent Directors regarding the CEO's performance and then determines the compensation earned by the CEO for the current year and the CEO's compensation opportunity for the following year.

~~The role~~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.

~~2016 Proxy Statement~~25

~~Table~~

The compensation consultant usually conducts an annual competitive review of ~~Contents~~

~~Cook conducts a~~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 ~~Company's Executive compensation program~~CEO and all of his direct reports is typically conducted every other year. In the years in which ~~Cook~~the compensation consultant does not conduct a compensation study, the Human Resources Committee makes compensation ~~decisions, based,~~ decisions—in part based on survey data provided by the Human Resources Department and input provided by ~~Cook.~~

Athe compensation consultant. The last comprehensive ~~study was undertaken by Cook in 2015 which influenced the Committee's decisions for the 2016~~review of executive compensation ~~program. The study reviewed~~was conducted in 2022. That review covered all aspects of the incentive program design and structure of the ~~Company's total Executive~~Company’s overall compensation program ~~and included:~~

•: ~~Interviews with Executives and all Directors to discuss business strategy and~~for the ~~implications for human resources and compensation policy;~~
•: ~~Recommendations for changes to the design and structure of the~~Named Executive ~~compensation program to better support the Company's strategic and human resources objectives;~~
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 ~~the~~ Peer Group ~~companies (see below);~~

companies;

•

An analysis to ensure that total share dilution and the economic costs of ~~long term~~long-term incentives are reasonable and affordable for the Company; and

•

A ~~review~~comprehensive market analysis of ~~Executive~~termination-related benefits related to cash severance and equity termination provisions.

The compensation plans against potential risks. Cook determined that the Company's Executive compensation programs are well designed, support the Company's business strategy, and do not provide incentives to Executives to take inappropriate risks.

~~Cook also:~~

consultant:

•

Attended ~~four~~eight meetings of the Human Resources Committee in ~~2015,~~2023, as requested by the Committee Chair; and

•

Reviewed and commented on drafts of the Compensation Discussion & Analysis and related compensation tables for the proxy statement.

Use of Compensation Data

The Human Resources Committee ~~reviews~~determines the Peer Group of companies it uses to compare the Named Executive Officers’ compensation as part of ~~Cook's~~the compensation consultant’s biennial study. ~~Cook~~The compensation consultant recommends an appropriate Peer Group of public, similarly sized, diversified financial services, insurance, and asset management companies, ~~taking into account~~considering the ~~Company's~~Company’s and the ~~competitors'~~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~~Company’s businesses, but none represent the exact business mix of the Company. ~~Some of these companies have higher or lower market capitalization and revenue than Principal.~~ Principal targets compensation for the Named Executive Officers at the median ~~of the~~ compensation of the named executive officers at the Peer Group companies. As a result of the most recent review, a decision was made to omit Hartford Financial Services due to its business mix and Janus Capital Group and StanCorp Financial as they are much smaller than Principal. Voya Financial was added, as it is similar in size and has a similar business mix as Principal. The Human Resources Committee reviewed companies in the Peer Group in 2022 as part of our biennial compensation review, and Bank of New York Mellon and State Street were added based on the size of their revenue, market capitalization, operating profit, and significant global operations relative to the Company. Manulife and SunLife were removed based on differing pay practices of Canadian companies. The Peer Group used ~~in Cook's 2015 analyses to assist in~~for 2023 compensation decisions ~~on 2016 compensation were:~~

included the following companies:

Financial Service and Insurance

Asset Managers

•

Ameriprise Financial

•

Equitable Holdings

•

Lincoln National

•

MetLife

•

Prudential Financial

•

Unum Group

•

Voya Financial

•

Affiliated Managers Group

•

Bank of New York Mellon

•

Franklin Resources

•

Invesco

•

~~Invesco~~

•

~~MetLife~~

State Street

•

~~Ameriprise Financial~~

•

~~Legg Mason~~

•

~~Prudential Financial~~

•

~~Eaton Vance~~

•

~~Lincoln National~~

•

~~Sun Life Financial~~

•

~~Franklin Resources~~

•

~~ManuLife~~

•

T. Rowe Price

•

~~Voya Financial~~

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The Committee also uses annual data from ~~third party~~third-party industry surveys for its compensation decisions.⁽²⁾ ~~Further, every~~1

Our executives participate in the same broad-based employee benefit programs as other employees. Every two to three years, the ~~Company's non cash~~Company’s non-cash employee benefit programs are compared to a custom peer group representing both proxy peer group members and select employers with those of more than 100 diversified financial services companies. This is a larger group than the Peer Group because the information is used in designing and evaluating our broad based employee benefit programs. Benefit programs are also compared against those ofwhich we believe we compete for talent, including several local ~~employers in Des Moines, Iowa due to the Company's significant employee population there.~~

~~(2)~~: The surveys used were the McLagan Investment Management survey, Towers Watson U.S. Financial Services Studies Executive Database, the Towers Watson Diversified Insurance Study of Executive Compensation. The names of the companies participating in these surveys are included in Appendix A.

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employers.

Each year, the Committee reviews the total compensation paid to the ~~Executives~~Named Executive Officers by reviewing tally sheets, which ~~include:~~

•: ~~Base salaries;~~
•: ~~Annual~~include base salaries, annual and ~~long term~~long-term incentive awards ~~earned;~~
•: ~~Deferred compensation;~~
•: ~~Outstanding~~earned, deferred compensation, outstanding equity ~~awards;~~
•: ~~Benefits;~~
•: ~~Perquisites;~~awards, benefits, perquisites, and
•: ~~Potential~~ potential payments under various termination scenarios.

The Committee uses this information to analyze the value of compensation actually delivered versus the compensation opportunities established by the ~~Committee, and it~~Committee. The information is also used in making compensation and compensation plan design decisions. ~~The Committee did not make any changes to the Executive compensation program in 2015 because it continues to meet the Company's objectives.~~

~~2015~~

2023 Executive Compensation Decisions

In general, as stated above, the Company’s pay philosophy is to target the market median of the Peer Group for a Named Executive Officer’s total compensation, with actual compensation varying based on performance and tenure.

The Committee made compensation decisions for the Named Executive Officers based on:

•

The ~~Company's~~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~~CEO’s compensation recommendations for ~~other Executives;~~

Named Executive Officers;

•

Advice of the ~~Committee's~~Committee’s compensation consultant; and

•

How the elements of compensation contribute to and interrelate towith total compensation.

The Committee also considers the tax and accounting consequences of each element of ~~compensation, and tries to maximize~~compensation. Following changes in the tax ~~deductibility~~laws in 2017, we generally cannot deduct annual compensation paid to ~~Principal~~certain covered employees in excess of $1 million for each such employee, subject to limited grandfathered arrangements. Accordingly, these and other factors often result in compensation opportunities that will not be fully tax deductible. To attract, retain, and reward executives who help us realize our strategic initiatives and objectives, the Committee believes that it should consider all relevant factors in the design of our compensation program. While the Committee considers the tax consequences of compensation ~~under Section 162(m)~~decisions, the Committee’s primary focus is designing competitive and effective compensation programs.

Key Elements of Fiscal 2023 Compensation Program

The charts below show the Internal Revenue Code ("Tax Code"). This Tax Code section limits Principal from deducting annual compensation exceeding $1,000,000 for our CEO and the three other most highly paid Named Executive Officers (other than our CFO) who are in office on the last day of the fiscal year ("Covered Employees"). There is an exception to this rule for performance based compensation. The Committee may provide compensation to Covered Employees that is not deductible if it determines, in its discretion, that it is appropriate to do so. For 2015, Messrs. Houston, Dunbar, McCaughan, and Valdés were Covered Employees.

~~2016 Proxy Statement~~27

~~Table of Contents~~

~~The chart below shows the 2015~~2023 target total compensation for our Named Executive Officers, as well as the proportion of their compensation tied to Company performance. ~~The majority of~~Most compensation paid to our Named Executive ~~Officer's~~Officers is variable and ~~at risk as reflected~~at-risk, linked to meeting our short-term and long-term financial and strategic goals and to the performance of the Company’s stock over time.

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 revenue. The names of the companies participating in ~~the chart below.~~

these surveys are included in Appendix A.

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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 ~~Executive's~~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 ~~Executive.~~Named Executive Officer. The table below provides the historical base salaries⁽¹⁾ of the Named Executive Officers.

Named Executive Officer

2013(1)

2014

2015

Percent Increase
2014 to 2015

Zimpleman $ 925,000 $ 1,000,000 $ 1,000,000 0%

Houston $ 572,000 $ 675,000 $ 775,000 14.8%⁽²⁾

Dunbar — — $ 473,000 5.4%

Lillis $ 500,000 $ 530,000 $ 551,000 3.9%

McCaughan $ 615,000 $ 634,000 $ 653,000 3.0%

Valdés $ 546,000 $ 563,000 $ 580,000 3.0%

~~(1)~~: ~~Salaries displayed in~~ The 2023 salary increases for Messr. Houston and Mses. Strable-Soethout and Friedrich were made to better align their compensation with the table are as of December 31 of the year noted. This information differs from salary information in the Summary Compensation Table as the table includes salary earned and paid in the year noted. Changes in base salary are effective in March of each year.
~~(2)~~: ~~The 18% base salary increase for Mr. Houston includes a March 2015 merit increase as well as a 13.4% promotional increase in August 2015 due to his increased responsibilities as President and CEO.~~

median compensation levels among our peer companies.

Named Executive Officer 2021 2022 2023 Percent Increase
2022-2023
Houston $1,000,000 $1,000,000 $1,050,000 5%
Strable-Soethout $661,000 $694,000 $728,500 5%
Halter $575,000 $575,000 $575,000 0%
Friedrich $579,000 $637,000 $669,000 5%
Agrawal — — $625,000 N/A

Annual Incentive Compensation

~~The~~

Named Executive Officers ~~may earn~~participate in the PrinPay Plan, the Company’s broad-based annual incentive compensation plan for employees. Awards are calculated based on eligible earnings during the plan year. The PrinPay Plan links annual incentive pay to individual employee results and overall Company performance and profitability as measured by:

•

Non-GAAP operating earnings: Non-GAAP operating earnings is revenue less expenses and taxes. It continues to be a primary indicator of our organization’s financial performance.

•

Customer revenue growth: This metric focuses on revenue growth from customer-driven actions rather than market/macro conditions.

•

Managed net cash ~~bonuses~~flow: This metric represents net cash flows (deposits less withdrawals) we’re managing within Principal. Managed net cash flow can contribute to customer growth and, if positive, increases assets under management.

•

Diversity index: The metrics included in the ~~Principal Financial Group, Inc. Annual Incentive Plan. This plan was approved~~diversity index contribute to our ability to create a more diverse, equitable, and inclusive workforce, culture, and supplier base. Specific measures cover: hiring, promotion, and turnover rates; supporting and participating in employee resource groups and other inclusion-related learning opportunities and events; benchmarking; supplier diversity; and new employee education and awareness.

•

Free capital flow payout ratio: Used as a modifier, free capital flow payout as a ratio to net income is an indicator of using capital wisely to drive growth and be seen as an industry leader in driving shareholder value. Free capital flow is the capital generated by ~~shareholders in 2004, and complies with Section162(m) of the Tax Code so~~each business operation that ~~these incentives to Named Executive Officers are considered performance based and are therefore fully tax deductible~~flows to the ~~Company.~~

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~~The maximum aggregate bonus amount~~enterprise and enables organic reinvestment for ~~the Named Executive Officers is 2% of annual operating income ("Bonus Pool"). For 2015, the maximum bonuses were:~~

growth and external deployment to drive shareholder value.

~~Named Executive Officer~~	~~Maximum Award as~~ ~~Percentage of the~~ ~~Annual Incentive Pool~~



~~CEO (Houston)~~	~~35%~~	$	~~10.4 million~~

~~Second highest Paid Covered Employee (McCaughan)~~	~~25%~~	$	~~7.4 million~~
Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
~~Third highest Paid Covered Employee (Valdés)~~	~~20%~~	$	~~5.9 million~~	41

~~Fourth highest Paid Covered Employee (Dunbar)~~	~~10%~~	$	~~3.0 million~~

~~CFO (Lillis)~~	~~10%~~	$	~~3.0 million~~

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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 ~~sets the target~~set and maximum annual incentive awards for each Named Executive Officer. The Committee may use its negative discretion to reduce the awards actually payable. After this reduction, maximum annual incentive opportunities are generally 200% of the target annual incentive opportunity. The Committee approved the following target awards for our Named Executive Officers in ~~each of the past three years:~~

2023:

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

Named Executive Officer

2013

2014

2015

Zimpleman 175 % 200 % 200%

Houston 125 % 200 % 350%⁽¹⁾

McCaughan 300 % 300 % 300%

Dunbar — — 70%

Valdés 75 % 75 % 75%

Lillis 100 % 100 % 100%

~~(1)~~: ~~As of August 18, 2015. In his role as President and Chief Operating Officer, Mr. Houston's annual incentive target was 200%.~~

The CEO's target award opportunity is greater than that of the other Named Executive Officers because Mr. Houston (and previously Mr. Zimpleman) has overall responsibility for the Company and greater responsibilities than the other Named Executive Officers. The CEO's target award opportunity has increased over time to better align his compensation with CEOs in the Peer Group. The target award opportunity for Mr. McCaughan was established by the Committee to be competitive with award opportunities of senior executives within asset management firms, which tend to be higher than target annual incentive opportunities in other industry segments. In establishing the target award opportunity for Messrs. ~~Dunbar, Valdés~~Houston and ~~Lillis,~~Halter, and Mses. Strable-Soethout and Friedrich, the Committee considered the median incentive targets for comparable executive positions in the Peer Group companies, as well as the survey data referenced above.

The Committee considered internal equity when establishing Mr. Agrawal’s target award opportunity.

Performance Goal Setting ~~and Measurement Process~~

In setting performance goals for our compensation program,

•

In September:The Board meets ~~each September~~ to review the ~~Company's long term~~Company’s long-term strategy.

•

In ~~November, the~~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 ~~Human Resources~~ Committee reviews and approves the final goals for the Company and the CEO, ~~and~~as well as reviews the goals for the other ~~Executives~~Named Executive Officers, each with input from the Finance Committee and Board based on prior ~~year end~~year-end financial results. All employees develop individual performance goals with their leaders that support the ~~Company's~~Company’s goals.

Following the completion of fiscal 2015, the Committee reviewed 2015 performance on several key financial measures and on corporate and divisional goals to determine the 2015 annual bonus for Named Executive Officers. The Committee does not use any particular weighting for these goals; these measures are used as guideposts when the Committee exercises its discretion in its subjective evaluation of these factors.

~~2016 Proxy Statement~~29

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~~In determining corporate performance for 2015, the Committee reviewed Company achievements on these key financial goals:~~

Goal 2015 Assessment

1. Achieve appropriate operating earnings and earnings per share ("EPS"). One of management's responsibilities is to lead the Company in achieving its goals for operating earnings and earnings per diluted share. For 2015, the target for operating earnings was $1,350M and the target for earnings per diluted share was $4.50. Actual 2015 operating earnings were $1,270.5M and EPS was $4.26.
In addition, Messrs. McCaughan and Valdés had operating earnings goals specific to the business units they oversee:

Named Executive Officer Operating
Earnings Goal Operating
Earnings Result

McCaughan—Principal Global Investors $130M $128M

Valdés—Principal International $265M $220M

2. Capital—maintain a targeted National Association of Insurance Commissioners ("NAIC") risk based capital ratio in the range of 415%-425% At year end, the NAIC risk based capital ratio was maintained within the target range.

3. Minimize credit loss. A metric was established to measure whether the Company's invested assets (Principal Life's General Account) was appropriately managed. Ranges were established for after-tax bond credit losses and losses on commercial mortgage loans.

Measure Goal Actual Result

Bond credit losses 7-10 basis points 5 basis points

Commercial mortgage loan losses 3-5 basis points 2 basis points

4. Achieve identified sales targets which require appropriate growth. The Company had 2015 sales growth goals as outlined below, by business area:

Business Unit Target Result

Houston

•
Retirement & Investor Services sales
$11,700M $8,774.2M

•
Life sales
$205M $170.7M

•
Specialty Benefits premium and fees
$320M $314.2M

McCaughan

•
Principal Global Investors % growth in non-affiliated management fees
9.0% 4.1%

•
Mutual fund asset sales
$21,550M $22,356.5M

Valdés

•
Principal International net cash flow
$13,001.3M $9,342.7M

30~~2016 Proxy Statement~~

~~Table of Contents~~

Final Annual Incentive Pay Award Determination

~~The~~

In determining final awards for PrinPay participants, the Committee uses the following ~~table shows~~approach:

Step 1: Review the PrinPay performance measures and modifier results compared to PrinPay Plan goals to determine initial award payout.

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

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

Performance Modifier

Threshold

Target

Maximum

Actual 2023
Performance

Free Capital Flow

<40%

75-90%

85%

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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:

Individual Performance Modifier

The Individual Performance Modifier in the PrinPay Plan is used as a multiplier and is based on performance compared to 2023 goals. The Committee assessed each ~~of the~~ Named Executive ~~Officers whose~~Officer’s performance against the identified individual performance objectives and approved individual performance modifier payouts as shown below:

Named Executive
Officer

Individual
Performance
Modifier

Individual Performance Objectives

Houston

100%

•

Enterprise financial goals (including profit margin, assets under management, net cash flows, revenue, and others);

•

Enterprise value strategies in growth businesses;

•

International and emerging markets strategies;

•

Business Unit earnings growth strategies;

•

Enterprise customer, digital, and data-driven experiences strategies;

•

Diversity and inclusion objectives; and

•

Other Company-wide strategic priorities.

Strable-Soethout

100%

•

Enterprise financial goals (including profit margin, assets under management, net cash flows, revenue, and others);

•

Enterprise operational effectiveness and efficiency goals;

•

Capital efficiency and re-allocation objectives;

•

Enterprise strategy objectives;

•

Diversity and inclusion objectives; and

•

Other Company-wide strategic priorities.

Halter

95%

•

Enterprise financial goals (including profit margin, assets under management, net cash flows, revenue, and others);

•

Principal Asset Management financial goals (including business operating earnings, ROE, operating margin, cash flow, investment performance, and others);

•

Emerging market strategies;

•

Principal Asset Management operating model transformation strategies;

•

Enterprise business intersection strategies;

•

Diversity and inclusion objectives; and

•

Other Company-wide strategic priorities.

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Named Executive
Officer

Individual
Performance
Modifier

Individual Performance Objectives

Friedrich

110%

•

Enterprise financial goals (including profit margin, assets under management, net cash flows, revenue, and others);

•

Benefits and Protection financial goals (including business operating earnings, ROE, operating margin, cash flow, investment performance, and others);

•

Benefits and Protection group benefit growth strategies;

•

Benefits and Protection customer engagement strategies;

•

Enterprise business intersection strategies;

•

Diversity and inclusion objectives; and

•

Other Company-wide strategic priorities.

Agrawal

100%

•

Enterprise financial goals (including profit margin, assets under management, net cash flows, revenue, and others);

•

Long-term growth in shareholder value strategies;

•

Capital management and deployment strategies;

•

Enterprise distribution strategies;

•

Enterprise emerging market strategies;

•

Enterprise business intersection strategies; and

•

Other Company-wide strategic priorities.

Step 4: Calculate final award amounts.

Name	2023 Eligible Earnings	2023 Target	PrinPay Score	Individual Modifier	Final Award
Houston	$1,038,462	375%	85%	100%	$3,310,096
Strable-Soethout	$720,538	200%	85%	100%	$1,224,915
Halter	$575,000	450%	85%	95%	$2,089,406
Friedrich	$661,615	200%	85%	110%	$1,237,221
Agrawal1	$625,000	150%	85%	100%	$796,875

Mr. Agrawal’s eligible earnings reflect his annual incentive opportunities are determined under the Annual Incentive Plan. The column "Reduction from Maximum Award" shows the amount by which the Committee reduced the maximum bonuses to the awards paid.

salary as part of a guarantee in his offer letter.

Name
2015
Salary
2015
Target
Final
Award
% of
Target
Reduction From
Maximum Award

Houston
$ 775,000 350% (1) $ 1,482,000 80% $ 8,891,300

Lillis
$ 551,000 100% $ 440,000 80% $ 2,523,800

Dunbar
$ 473,000 70% $ 278,000 84% $ 2,685,800

McCaughan
$ 653,000 300% $ 1,563,000 80% $ 5,846,500

Valdés
$ 580,000 75% $ 329,000 76% $ 5,598,600

~~(1)~~: ~~Mr. Houston's annual incentive target was 200% from January 1—August 17, 2015, and 350% for the remainder of 2015.~~

~~Executives~~Named Executive Officers may defer annual awards into ~~a nonqualified supplemental savings plan ("~~the Excess ~~Plan"),~~Plan, as illustrated in the footnote to the ~~Non Equity~~Non-Equity Incentive Compensation column of the Summary Compensation Table, on ~~pages 36-38.~~

~~Long term~~page 50.

Long-Term Incentive Compensation

The ~~long term~~long-term incentive compensation program is designed to align the interests of ~~Executives~~our Named Executive Officers and shareholders. ~~The~~A Named Executive Officer’s compensation ~~the Executives receive~~ reflects the degree to which ~~multiyear~~multi-year financial objectives are achieved and shareholder value is increased. ~~The long term~~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 ~~supports the Company's businesses in which long term performance~~ is ~~critical, such as retirement products, life insurance and asset management.~~particularly important. The ~~long term~~long-term incentive compensation program also encourages collaboration among ~~Executives~~Named Executive Officers in pursuing ~~corporate wide~~Company-wide goals.

~~The Committee establishes a target long term~~

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When determining long-term incentive ~~award opportunity~~awards for ~~each~~the Named Executive ~~Officer stated as a percentage of each Named Executive Officer's base salary~~Officers, the Committee primarily considers competitive market levels based on Peer Group and survey data, ~~and on~~as well as the advice of its independent compensation consultant. The Committee also uses the following factors ~~to adjust the target award and determine the actual award to be granted to each~~in determining a Named Executive ~~Officer ("~~Officer’s award (“Award ~~Granted"~~Granted”):

•

~~Current competitive market data;~~

•

The Named Executive ~~Officer's past~~Officer’s performance;

•

~~The Named Executive Officer's current compensation;~~

•

~~Retention concerns;~~

•

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~~Company’s results; ~~and~~

•

The ~~Executive's~~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 ~~Officer's peers within the Company.~~

~~The compensation~~Officers ultimately ~~received by Named Executive Officers~~receive may vary considerably from the grant date fair value of the Award Granted, due to the ~~Company's~~Company’s performance and changes in share price that occur after the grant.

2015 Long Term Incentive Target & Grant (as % of base salary)

Named Executive Officer
Target %
Award Granted

Zimpleman
600% 600%

Houston
425% 425%

Lillis
275% 300%

Dunbar
175% 225%

McCaughan
350% 325%

Valdés
225% 250%

2023 Long-Term Incentive Grant		~~2016 Proxy Statement~~31
Named Executive Officer	Award Granted
Houston	$9,450,000
Strable-Soethout	$3,278,250
Halter	$2,587,500
Friedrich	$2,341,500
Agrawal1	$3,962,500

~~Table of Contents~~

~~The long term incentive targets were established by~~

In 2023, the ~~Committee to be market competitive with award opportunities for comparable positions in Peer Group companies. Mr. Zimpleman's award opportunity is greater than those of the other~~ Named Executive ~~Officers because at the time of the 2015 annual equity grant he~~Officers’ long-term compensation was ~~CEO and had overall responsibility for the Company.~~

~~Executives' long term compensation is awarded~~granted in the form of ~~non-qualified stock options~~70% PSUs and ~~PSUs, which each represent 50%~~30% time-based RSUs. The awards granted were based on the Named Executive Officer’s performance and compensation compared to pay opportunities of similarly situated executives at the ~~total grant date fair value.~~Peer Group companies. PSUs entitle ~~the~~a Named Executive Officer to earn shares of ~~Principal Financial Group, Inc.~~ Common Stock if certain performance levels ~~of performance~~ are achieved. The Committee uses ~~stock options as part~~time-based RSUs to increase retention aspects of the ~~long term~~long-term incentive ~~program because options are an effective way to link an Executive's compensation to changes in shareholder value.~~program. The weighting is not based on a specific formula or algorithm ~~but rather~~and is intended to create a balance between the achievement of specific operating objectives and ~~changes in shareholder value based on the Committee's judgment, which may change from time to time.~~

~~Stock options~~retention.

Time-based RSUs have a ~~ten year term~~three-year cliff vesting. Dividend equivalents become additional RSUs, which vest and ~~an exercise price equal~~are converted to Common Stock at the same time and to the ~~closing price on~~same extent as the ~~date of grant. Stock options vest in three equal annual installments starting on the first anniversary of the grant date.~~

underlying RSU.

For PSUs, after a threshold non-GAAP ROE or Operating Income goal is achieved or exceeded2 , PSUs vest based on continued service and achieving ~~financial objectives~~an average non-GAAP ROE and Operating Margin, each weighted 50%, typically over a ~~three year~~three-year period (with each ~~three year~~three-year period treated as a ~~"Performance Cycle"~~“Performance Cycle”). ~~Executives may defer the receipt of PSUs.~~

For the ~~2015~~2021-2023 performance cycle, a two-year performance period was approved by the Committee due to accounting changes that may have significant impact on our reported results. The accounting change was originally going to impact our 2022 results, but the implementation was delayed by the FASB until 2023. As a result, we have reverted to a full three-year performance cycle for awards in 2022 and beyond.

Mr. Agrawal received an RSU award that settles in cash to replace compensation forfeited from his prior employer and a pro-rated award based on his start date.

For the 2023 PSUs,, the performance threshold is met if either of the following goals is met:

•

~~Three year~~

Three-year average ~~pretax operating income~~non-GAAP ROE of 7.5%,; or

•

$2 billion cumulative ~~pretax~~non-GAAP pre-tax operating income ~~("OI"~~(“OI”)

~~If either~~

Non-GAAP pre-tax operating income with respect to any calendar year shall mean annual pre-tax income from the ~~ROE or OI objective is met or exceeded, the number~~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 ~~units earned is determined using two performance measures, each weighted 50%, to determine the percentage of target PSUs actually earned.~~

•: funds withheld embedded derivative.

Average ~~pretax operating ROE: this measure~~non-GAAP ROE was selected because it reflects the efficient use of Company capital in generating profits.

•

Average ~~Book Value/Share ("BV/Share"): this measure~~operating margin was selected as a measure because it ~~focuses on long term growth~~is common among asset management peers and reflects the efficient use of Company expenditures in ~~equity needed to support the Company's growth.~~

~~In combination, the two measures selected provide a healthy tension~~generating profits.

See non-GAAP financial measure reconciliations in ~~creating incentives to maintain a sufficient level of equity over the long term while also making sure that capital is being used effectively.~~

2015-2017 PSU Performance Scale

Performance Level
Threshold
Award
Target
Award
Maximum Award
(150% of
Target)

Payout (% of Target)⁽¹⁾ 50% 100% 150%

Average ROE 7.8% 15.5% 20.2%

Average BV/Share $31.66 $37.25 $48.43

Appendix B.

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Named Executive Officers may defer the receipt of PSUs.

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

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

~~(1)~~: ~~Straight line interpolation~~
Relative Total Shareholder Return (“RTSR”) metric:
If the Company’s RTSR is ~~used~~in the top quartile, the result will be multiplied by 1.2.
If the Company’s RTSR is in the bottom quartile, the result will be multiplied by 0.8.
If the Company’s RTSR is between the 25th and 75th percentiles, the result will be multiplied by 1.0.
The PSUs granted in 2023 for the 2023-2025 Performance Cycle will vest based on performance scales for three-year average non-GAAP ROE and Operating Margin over the performance period, each weighted 50%. Payout will be modified based on a three-year relative Total Shareholder Return metric. For the 2023-2025 Performance Cycle, PSUs will vest at the end of the three-year Performance Cycle, subject to ~~determine awards for performance between threshold and target and between target and maximum.~~

continued employment or service.

Timing of Stock ~~Option~~ Awards and Other Equity Incentives

Annual grants of ~~stock options~~PSUs and ~~PSUs~~time-based RSUs for ~~Principal Executives~~the Named Executive Officers are determined by the Committee at its February meeting, which occurs following the release of the prior ~~year's~~year’s results. The ~~Committee formalized its long standing practices by adopting a~~Committee’s equity grant policy ~~in 2006 regarding granting stock options and other equity awards. Under this policy,~~ensures that the grant date for all ~~stock options~~time-based RSUs and other ~~stock based~~stock-based awards ~~shall~~will never be earlier than the date of ~~approval, and shall be:~~

•: ~~For all annual~~approval. The grant date for the awards to ~~Executives,~~the Named Executive Officers is the date of approval by the ~~Committee;~~
•: ~~For new employees and promotions, the later of the date of approval or the employee's hire/promotion date;~~
•: ~~In the event of an award connected with an established stock program for non Executives, the later of the date of approval or the grant date established by the stock program; and~~
•: ~~For any other awards, the date of approval.~~

~~Authority of the CEO to Grant Equity Awards:~~

Under the 2014 Stock Incentive Plan, the Committee has delegated authority to the CEO to make certain equity awards to sales agents and non Executive employees for new hires, promotions, retention and recognizing superior

32~~2016 Proxy Statement~~

~~Table of Contents~~

~~performance. The Committee receives a report on these grants at the next regular Committee meeting. The total awards granted by the CEO may not exceed 250,000 shares per year.~~

Committee.

Benefits

The Named Executive Officers participate in ~~Principal Life's broad based~~the Company’s broad-based employee benefits program, including:

•

A qualified pension plan (except Mr. ~~McCaughan~~⁽³⁾Halter2);

•

A 401(k) plan;

•

Group health, dental, vision, and disability coverage, and life insurance;

•

A discounted employee stock purchase plan;

•

~~Paid~~

Flexible time off; and

•

Flexible spending account plans.

~~Principal Life~~

We also ~~offers~~offer all Named Executive Officers (except Mr. ~~McCaughan)~~Halter) a non-qualified defined contribution plan ("(“Excess ~~plan"~~Plan”) and a defined benefit non-qualified retirement plan ~~("NQDB"~~(“NQDB”). These benefits are offered to attract and retain talent and provide ~~long term~~long-term financial security to employees. The NQDB helps the Company attract midcareer ~~Executives~~executives and retain ~~Executives~~executives by providing competitive retirement benefits. The NQDB is coordinated with the qualified pension plan and is designed to restore benefits that otherwise would accrue to ~~Executives~~the Named Executive Officers in the absence of Tax Code limitations on the qualified pension plan. The narrative to the Pension Benefits Table on pages ~~41-43~~54-56 provides additional information about the NQDB and the qualified pension plan. ~~Principal Life maintains~~We maintain the Excess Plan to ~~help~~ attract and retain ~~Executives~~executives by allowing ~~Executives~~

Straight line interpolation is used to determine awards for performance between threshold and target and between target and maximum.

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 Excess Plan as these are not common benefits for executives in that industry. This change also applied to other investment professionals.

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executives to save for retirement and to provide matching contributions on those savings, without regard to the limitations imposed by the Tax Code on 401(k) plans. The narrative to the Non-Qualified Deferred Compensation Table on ~~pages 44-45~~page 57 provides additional information about the Excess Plan.

The value of the retirement and savings plans ~~for NonGrandfathered Participants (see page 42)~~ is targeted to be, in the aggregate, slightly above the median of diversified financial services companies because a large portion of the ~~Company's~~Company’s business centers on the sale of retirement products. The defined benefit pension plan for Grandfathered Choice Participants (see page 41) has a market value above the median and the 401(k) plan match for Grandfathered Choice Participants is below market median. These benefits were also originally designed to be slightly above market median to attract and retain employees. As retirement plans evolved in the marketplace, the Company has balanced realigning benefits to the marketplace with current market practice while not adversely impacting more tenured employees.

All other benefits are targeted at market median in the aggregate, which supports the ~~Company's~~Company’s benefit strategy and aids in attracting and retaining talent.

Change of Control and Separation Pay

The Committee believes it is in the best interests of ~~Principal~~the Company and its shareholders to:

•

Assure that Principal will have the continued service of its ~~Executives;~~

Named Executive Officers;

•

Reduce the distraction of ~~these Executives~~the Named Executive Officers that would result from the personal uncertainties caused by a pending or threatened Change of Control;

•

Encourage the ~~Executives'~~Named Executive Officers’ full attention and dedication to Principal; and

•

Provide the ~~Executives~~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, ~~Principal has~~we have entered into ~~"Change~~Change of ~~Control"~~Control Employment Agreements with each of the ~~Executives.~~Named Executive Officers. These agreements ~~would~~ help align the ~~Executives more fairly evaluate a potential acquisition~~financial interests of ~~Principal,~~management with the Company, particularly when ~~the~~an acquisition would result in termination of the ~~Executive's~~Named Executive Officer’s employment. These Change of Control Employment Agreements are based on market practice and do not affect other components of the ~~Executives'~~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 ~~Executives~~Named Executive Officers upon a Change of Control are paid after both a Change of Control and ~~qualifying termination~~Qualifying Termination of employment have occurred (sometimes referred to as a ~~"double trigger"~~“double trigger”), except that the

~~(3)~~: Mr. McCaughan has not participated in the qualified pension plan, NQDB Plan or Excess Plan since January 1, 2010, due to a compensation and benefit review of asset management companies that showed that these are not common benefits for executives in that industry. This change also applied to other investment professionals.

~~2016 Proxy Statement~~33

~~Table of Contents~~

then current value of the ~~Executive's~~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 ~~46-48~~59-62 for details.

~~The Company has~~

As noted on page 38, the Committee worked with the independent compensation consultant on a ~~severance plan~~comprehensive market analysis of termination-related benefits related to ~~provide~~our Executive Severance Plan, which provides benefits to ~~employees~~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 ~~Executives,~~the Named Executive Officers, particularly when ~~Principal~~the Company requests additional covenants from the ~~Executives.~~

~~Perquisites~~

~~Executives are offered one physical examination per year to protect~~Named Executive Officers. See page 59 for details regarding benefits under the ~~health of our Executives and the Company's investment in its leadership. Executives also receive gifts of nominal value provided to all sale conference attendees and spousal business travel.~~

Executive Severance Plan.

Stock Ownership Guidelines

~~Executives~~

Our Named Executive Officers are required to own a meaningful amount of stock in ~~Principal~~the Company to ensure their interests are aligned with the ~~shareholders'~~shareholders’ interests and with the ~~long term performance of Principal.~~Company’s long-term performance. Once ~~the~~a Named Executive Officer achieves the required stock ownership level based on market ~~value.~~value, the ownership requirement remains at the number of shares owned at the time, regardless of subsequent changes in stock price or salary. Upon promotion, ~~the~~a Named Executive Officer is required to meet the next level of stock ownership.

Until the ownership guideline is met, ~~Executives~~Named Executive Officers are required to retain a portion of the ~~"net~~“net profit ~~shares"~~shares” resulting from ~~equity based long term~~equity-based long-term incentive plan grants. Net profit shares are the shares remaining after payment of the option exercise price and taxes owed at time of exercise, vesting of RSUs and PSUs, or earn out of performance shares.

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The percentage of net profit shares that must be retained until ~~the multiple of salary guidelines~~ownership requirements are met are shown below:

	Executive Level
			Retention Ratio
~~Executive Level~~		~~Retention~~ ~~Ratio~~Multiple of Base Salary		~~Multiple of~~ ~~Base Salary~~
	Chairman (Houston)
~~Chairman (Zimpleman)~~		75%		5	7 times
		Other Named Executive Officers (Strable-Soethout, Halter, Friedrich and Agrawal)
~~President and CEO (Houston)~~		~~75%~~		~~5 times~~

~~Division Presidents & Executive Vice Presidents (Lillis, Dunbar, McCaughan & Valdés)~~		50%		~~3 times~~
			4 times

All Named Executive Officers comply with these guidelines.

~~Claw Back~~

Hedging and Pledging Policy

The Committee has also adopted a compensation recovery policy that applies to Executives. Principal can recover incentive compensation if the amount of the compensation was based on achievement of financial results that were subsequently restated if the Committee decides that the Executive engaged in fraud or intentional misconduct that caused the restatement of the Company's financial statements, and that the amount of the Executive's incentive compensation or equity award would have been lower had the financial results been properly reported.

~~Trading Policy~~

~~Principal~~Company prohibits ~~Directors and~~all employees, including ~~Executives, from:~~

•: ~~Purchasing Principal~~the Named Executive Officers, from purchasing any Company securities ~~"on margin" (i.e., with the proceeds of a loan from a brokerage firm when the loan is secured by Principal securities), except~~on margin (except for ~~the exercise of employee~~exercising stock ~~options.~~
•: ~~Short sales;~~
•: ~~Trading~~options); engaging in short sales or trading in any put or call options; and
•: ~~Purchasing,~~ purchasing, directly or ~~through a designee,~~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~~Company securities.

34~~2016 Proxy Statement~~

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~~Succession Planning~~

~~The Human Resources Committee, the CEO~~

We also prohibit our Board and ~~the head of Human Resources have an ongoing focus on executive development~~those employees subject to Section 16 reporting requirements, including our Named Executive Officers, from directly or indirectly pledging, hypothecating, or otherwise encumbering Company securities as collateral for indebtedness. This includes, but is not limited to, holding Company securities in a margin account and ~~succession planning to prepare Principal~~pledging Company securities as collateral for future success. In addition to preparing for CEO succession, the succession planning process includes all key executive positions. A comprehensive review of executive talent, including assessments by an independent consulting firm, has determined participants' readiness to take on additional leadership roles and identified the developmental and coaching opportunities needed to prepare them for greater responsibilities. The CEO makes a ~~formal succession planning presentation~~loan. This does not apply to the ~~Board~~exercise of ~~Directors annually. CEO succession planning is~~employee stock options.

Repricing Policy

Principal has not repriced underwater stock options, and we will not do so without shareholder approval.

Clawback Policy

The Committee has adopted a ~~responsibility~~mandatory compensation recovery policy to comply with the newly implemented Section 10D of the ~~entire Board~~Securities Exchange Act of 1934 and related Nasdaq Stock Market rules. The mandatory compensation recovery policy applies to our Section 16 Officers, including our Named Executive Officers, and requires repayment of certain incentive-based compensation erroneously awarded based on incorrect financial information that requires an accounting restatement. The Committee has also adopted a discretionary compensation recovery policy that more broadly applies to all ~~members participate. In addition,~~senior executives, including Section 16 Officers. That policy aligns its restatement-related terms with the mandatory compensation recovery policy, but the Committee retains discretion to apply its terms. The discretionary compensation recovery policy also permits the Company ~~has an emergency succession plan~~to recover certain incentive-based compensation for misconduct that caused or could reasonably cause significant financial or reputational harm to the ~~CEO that is reviewed by~~Company, where the ~~Board annually. In 2015,~~Committee determines the ~~Company's succession plan was used when Daniel J. Houston was named CEO in conjunction with Larry D. Zimpleman's retirement. Other changes were made~~executive either engaged in the ~~senior executive team, and~~misconduct or failed in their responsibility to manage, monitor, or report the misconduct or risks giving rise to the misconduct.

Gross-Up Policy

Our Named Executive Officers do not receive any income tax gross-ups, except that all ofemployees, including the ~~members of the new team are internal candidates, which speaks highly of the strength of the Board's succession planning process.~~

Named Executive Officers, receive an income tax gross-up in connection with benefits provided with relocation.

Human Resources Committee Report

The ~~Human Resources~~ Committee ~~of the Company~~ has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and, based on such review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

~~Michael T. Dan,~~

Jocelyn Carter-Miller, Chair
~~Gary E. Costley~~
~~C. Daniel Gelatt~~

Roger C. Hochschild
~~Elizabeth E. Tallett~~

Scott M. Mills
Claudio N. Muruzabal
Alfredo Rivera

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Risk Assessment of Employee Incentive Plans

The Human Resources Compensation Department and the chief risk officers in the business units ~~conducted~~annually conduct a review and analysis of the ~~Company's~~Company’s employee incentive compensation plans to determine whether the plans are reasonably likely to have a material adverse effect on the Company and ~~reviewed~~review their processes and conclusions with the Chief Risk Officer. The following factors, among others, ~~were~~are assessed:

•

Plan design;

•

Performance metrics and quality of goal setting;

•

Administrative procedures, including governance ~~practices and plan compliance;~~

practices;

•

Plan compliance, communications, and disclosures;

•

Potential risks created by the plans;

•

Risk ~~controls~~control factors and their effectiveness; and

•

Inherent and residual risk ratings.

Some key factors that mitigate risks ofto the ~~Company's~~Company related to its incentive plans are the ~~Company's~~Company’s stock ownership guidelines for ~~Executives,~~ the Named Executive Officers, mandatory and discretionary compensation recovery policies, the anti-hedging policy, and the Human Resources ~~Committee's~~Committee’s ability to exercise its judgment in evaluating the quality of performance achievements when determining earned compensation. Principal prohibits employees from purchasing Principal securities on margin (except for the exercise of stock options), engaging in short sales or trading in any put or call options; and purchasing, directly or through a designee, any financial instrument (including prepaid variable forward contracts, equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of Company securities.

A summary of the assessment process and conclusions ~~was~~is reviewed annually with the ~~Human Resources~~ Committee. Based on this ~~analysis, Principal~~review, the Company has determined each year that ~~the Company's~~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 ~~Principal.~~

the Company.

~~2016~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement35

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Summary Compensation Table

The following table sets forth the compensation paid to ~~the~~our Named Executive Officers for services provided to the Company and its subsidiaries during ~~2013, 2014~~2021, 2022 and ~~2015.~~

2023.

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

Name
Year Salary(1)(2) Bonus Stock
Awards(3)(4) Option
Awards(3) Non Equity
Incentive
Compensation(5) Change in
Pension
Value
and Non-
Qualified
Deferred
Compensation
Earnings(6)(7) All Other
Compensation(8) Total(9)

Zimpleman
2015 $ 1,038,462 $ 0 $ 2,999,982 $ 3,000,043 $ 1,596,000 $ 1,517,176 $ 119,887 $ 10,271,549
2014 $ 982,692 $ 0 $ 3,000,004 $ 3,000,015 $ 2,280,000 $ 7,549,888 $ 106,789 $ 16,919,388
2013 $ 919,231 $ 0 $ 2,428,124 $ 2,428,121 $ 2,137,000 $ 1,041,951 $ 80,474 $ 9,034,901

Houston
2015 $ 735,577 $ 0 $ 1,434,366 $ 1,434,390 $ 1,482,000 $ 0 $ 118,193 $ 5,204,526
2014 $ 592,769 $ 0 $ 1,115,627 $ 1,115,643 $ 962,000 $ 1,579,560 $ 106,984 $ 5,472,583
2013 $ 566,923 $ 0 $ 1,072,505 $ 1,072,513 $ 858,000 $ 0 $ 79,460 $ 3,649,400

Lillis
2015 $ 567,346 $ 0 $ 826,516 $ 826,496 $ 440,000 $ 0 $ 51,482 $ 2,711,840
2014 $ 523,077 $ 0 $ 795,004 $ 794,986 $ 604,000 $ 2,921,717 $ 47,410 $ 5,686,194
2013 $ 494,231 $ 0 $ 750,001 $ 749,982 $ 630,000 $ 811,848 $ 42,651 $ 3,478,713

McCaughan
2015 $ 673,731 $ 0 $ 1,061,145 $ 1,061,134 $ 1,563,000 $ 46,816 $ 13,702 $ 4,419,528
2014 $ 629,616 $ 0 $ 3,030,265 $ 1,030,261 $ 2,060,000 $ 123,802 $ 13,221 $ 6,887,165
2013 $ 611,539 $ 0 $ 999,377 $ 999,379 $ 2,325,000 $ 80,742 $ 13,290 $ 5,029,326

Valdés
2015 $ 598,385 $ 0 $ 724,984 $ 724,959 $ 329,000 $ 113,838 $ 68,003 $ 2,559,169
2014 $ 559,077 $ 0 $ 1,703,763 $ 703,747 $ 481,000 $ 143,136 $ 75,211 $ 3,665,934
2013 $ 541,154 $ 0 $ 641,538 $ 641,536 $ 467,000 $ 90,767 $ 63,008 $ 2,445,003

Dunbar
2015 $ 483,577 $ 0 $ 532,138 $ 532,099 $ 278,000 $ 0 $ 54,824 $ 1,880,638

1

~~(1)~~: ~~There were 27 pay periods in 2015, rather than the standard 26 pay periods.~~
~~(2)~~: Includes ~~2015~~2023 salary deferred into the qualified 401(k) Plan and the Excess Plan, as shown below (information on deferrals for ~~2014~~2022 was included in last ~~year's~~year’s proxy statement):

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

Named Executive Officer
401(k) Employee
Contribution
Excess Plan Employee
Contributions
Total Employee
Contributions

Zimpleman
$ 24,000 $ 85,154 $ 109,154

Houston
$ 18,462 $ 58,846 $ 77,308

Lillis
$ 18,231 $ 34,041 $ 52,272

Dunbar
$ 22,586 $ 24,179 $ 46,765

McCaughan
$ 18,000 $ 0 $ 18,000

Valdés
$ 24,000 $ 29,674 $ 53,674

a

~~(3)~~: In addition to 401(k) salary deferrals, Mr. Agrawal and Ms. Strable-Soethout made voluntary after-tax contributions.

Amounts represent the ~~aggregate grant date~~grant-date fair value ~~amounts for~~of Option awards ~~and options~~ granted in ~~the year noted. The assumptions for the valuation of stock option awards~~2021, 2022, and 2023 under the ~~ASC~~ICP. Values in respect of Options, PSUs and RSUs were determined in accordance with Topic 718, ~~for awards included~~and the assumptions made in calculating them can be found in Note 22 of the ~~Summary Compensation Table are as follows:~~

Grant Date
Exercise
Price
Volatility
Expected
Term
Dividend
Yield
Risk Free
Interest Rate

February 25, 2013 $ 30.70 53.30% 6.5 years 2.997% 1.13%

February 24, 2014 $ 44.88 53.21% 6.5 years 2.496% 2.04%

February 23, 2015 $ 51.33 52.21% 6.5 years 2.805% 1.80%

: ~~The grant date fair value per share of each RSU or PSU granted on the same date as an option listed in the above table was equal~~Notes to the ~~exercise price reported for options granted on such date.~~
~~(4)~~: Consolidated Financial Statements in Item 8 of our 2023 Form 10-K.

PSUs will be earned and paid in shares of Common Stock only if performance requirements are met or exceeded. The PSUs are eligible for dividend equivalents, and the dividend equivalents are subject to the same performance requirements as the corresponding PSUs and are only earned if the performance measures are met or exceeded. The maximum payout for the ~~2013, 2014, and 2015~~2021 PSUs is 150% of the target number of PSUs. The maximum payout for the 2022 and 2023 PSUs is 180% of the target number of PSUs. If the

36~~2016 Proxy Statement~~

~~Table of Contents~~

PSUs granted in ~~2015~~2023 are earned at the maximum payout, the grant date value of such PSUs would be ~~as shown in the following table, and the amounts reported in the Stock Awards column, above, would be~~ increased by the amount shown in the ~~column to~~following table. The table below shows the ~~far right~~maximum payouts for the 2023 Performance Awards included in this column of the ~~following table.~~

“Summary Compensation Table.”

Named Executive Officer
Amount by Which
Aggregate Grant Date
Values Reported
Would be Increased

Zimpleman $ 1,499,991

Houston $ 530,573

Lillis $ 717,183

Dunbar $ 266,069

McCaughan $ 362,492

Valdés $ 413,258

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~~(5)~~

TABLE OF CONTENTS

The amounts shown represent annual incentive compensation awards earned in ~~2015~~2023 and paid in ~~2016~~2024 and include the following amounts deferred into the qualified 401(k) Plan and Excess Plan:

Named Executive Officer
Employee Contributions
on Incentive Pay

Zimpleman $ 0

Houston $ 125,137

Lillis $ 34,104

Dunbar $ 0

McCaughan $ 0

Valdés $ 26,545

5

~~(6)~~: 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 ~~nonqualified~~non-qualified pension plans are disclosed on page ~~43.~~56. Changes in these assumptions and compensation changes will impact this value annually. There are no ~~above market~~above-market earnings on deferred compensation.
: In past proxies, the same actuarial assumptions have been used regardless of whether a Named Executive Officer has elected to receive their nonqualified defined benefit (NQDB) plan distribution in the form of an annuity or as a lump sum payment. Because a different discount rate is used for determining lump sum payments, the company has changed the assumptions used to value the NQDB reflected in the Summary Compensation Table to reflect the Named Executive Officer's elected form of distribution. This is a better reflection of the value of the benefit that will ultimately be paid to the Named Executive Officer.
~~(7)~~: For Messrs. Houston, Lillis and Dunbar, the 2015 Change in Pension Values are ($306,688), ($1,160,093) and ($378,794) respectively. For Mr. Houston, the 2013 Change in Pension Value is ($50,354). Pursuant to SEC reporting rules, a negative Change in Pension Value is reported in the Summary Compensation Table as a zero.
~~(8)~~

All Other Compensation for the Named Executive Officers consists of the following:

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

Name
Perquisites &
Other Personal
Benefits(a)
Principal Life
Contributions
to Defined
Contribution
Plans(b)
Total

Zimpleman $ 20,333 $ 99,554 $ 119,887

Lillis $ 16,342 $ 35,140 $ 51,482

Houston $ 16,339 $ 101,854 $ 118,193

McCaughan $ 202 $ 13,500 $ 13,702

Valdés $ 4,033 $ 63,970 $ 68,003

Dunbar $ 6,479 $ 48,345 $ 54,824

a

~~(a)~~: Represents the incremental aggregate cost to Principal for all perquisites provided during the ~~year. Amounts include~~year, including the value of an annual physical examination, business spousal travel, and gifts given to all sales conference attendees.

~~2016 Proxy Statement~~37

~~Table~~ Mr. Houston’s information includes the use of ~~Contents~~

the Company’s corporate aircraft for limited personal travel. In addition, we have included director fees for Ms. Strable-Soethout and Mr. Halter for serving on the boards of certain international affiliates.

~~(b)~~

The amounts shown below are ~~Principal Life's~~the Company’s matching contributions to the 401(k) Plan and the Excess Plan. The Excess ~~Plan's~~Plan’s matching contributions are also included in ~~Principal Life's Contributions~~the Company’s contributions in the ~~NonQualified~~Non-Qualified Deferred Compensation table on page ~~44.~~57.

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

Named Executive Officer
401(k) Matching
Contribution Made by
Principal Life
Excess Plan Matching
Contribution Made
by Principal Life
Total

Zimpleman $ 7,950 $ 91,604 $ 99,554

Houston $ 13,500 $ 88,354 $ 101,854

Lillis $ 6,554 $ 28,586 $ 35,140

Dunbar $ 13,500 $ 34,845 $ 48,345

McCaughan $ 13,500 $ 0 $ 13,500

Valdés $ 13,500 $ 50,470 $ 63,970

7

~~(9)~~: Sum of the total dollar value of the other columns in this table.

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Grants of ~~Plan Based~~Plan-Based Awards for Fiscal Year End December 31, ~~2015~~

2023

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

Grant Estimated Future Payouts
Under Non Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
Other
Stock Other
Option Exercise Fair

Name
Date Threshold Target Maximum(1) Threshold Target Maximum Awards Awards(3) Price(4) Value(5)

Zimpleman
N/A $ 2,000,000 NA
02/23/2015 14,611 58,445 87,668 $ 2,999,982
02/23/2015 146,845 $ 51.33 $ 3,000,043

Lillis
N/A $ 551,000 $ 3,000,000
02/23/2015 4,026 16,102 24,153 $ 826,516
02/23/2015 40,455 $ 51.33 $ 826,496
��
Houston
N/A $ 1,858,212 $ 10,400,000
02/23/2015 6,986 27,944 41,916 $ 1,434,366
02/23/2015 70,210 $ 51.33 $ 1,434,390

McCaughan
N/A $ 1,959,000 $ 7,400,000
02/23/2015 5,168 20,673 31,010 $ 1,061,145
02/23/2015 51,940 $ 51.33 $ 1,061,134

Valdés
N/A $ 435,000 $ 5,930,000
02/23/2015 3,531 14,124 21,186 $ 724,985
02/23/2015 35,485 $ 51.33 $ 724,959

Dunbar
N/A $ 331,100 $ 3,000,000
02/23/2015 2,592 10,367 15,551 $ 532,138
02/23/2015 26,045 $ 51.33 $ 532,099

1

~~(1)~~: The Human Resources Committee approved 2023 RSU and PSU grants for Mr. Houston and Halter, and Mses. Strable-Soethout and Friedrich on February 27, 2023. The Human Resources Committee approved Mr. Agrawal’s pro-rated grant effective as of his March 6, 2023, start date.

The maximum award shown is the maximum aggregate award payable under the ~~Annual Incentive Pay~~PrinPay Plan for the Named Executive Officers, based on the Bonus Pool. In determining the actual annual incentive award payable, the Human Resources Committee exercises negative discretion to reduce the amount payable from the maximum award determined under the Annual Incentive Pay Plan as described on pages 28-31.

~~(2)~~

Officers.

These columns reflect PSUs granted on February ~~23, 2015.~~27, 2023, and March 6, 2023. These PSUs will vest, if at all, according to the ~~2015-2017~~2023-2025 PSU performance scale outlined on page ~~32.~~46, subject to continued employment through the end of the performance period. The maximum payout for the ~~2015~~2023 PSUs is ~~150%~~180% of the target number of PSUs.

~~(3)~~

The options vest in three equal annual installments beginning on the first anniversary of the grant date. The options are not eligible for dividend equivalents. The number of stock options awarded to each Named Executive Officer in a given year is calculated by dividing

Amounts represent the grant date fair value of ~~one option into~~ the ~~portion~~award determined in accordance with Topic 718. All assumptions made in calculating the aggregate fair value can be found in Note 22 of the ~~Adjusted Target Award Opportunity (50%)~~Notes to ~~be delivered~~the Consolidated Financial Statements included in ~~options, using the Black-Scholes model.~~

~~(4)~~

Item 8 of our 2023 Form 10-K.

The per-share option exercise price is the closing price of the Common Stock on the date of grant.

~~(5)~~

Represents the grant date fair value of the award at target.

Mr. Agrawal received a grant of 28,005 RSUs that will vest in cash on a three-year ratable schedule (12/31/2023, 12/31/2024, and 12/31/2025) to replace compensation forfeited from his former employer.

38~~2016~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

~~Table of Contents~~

TABLE OF CONTENTS

Outstanding Equity Awards at Fiscal Year End December 31, ~~2015~~

2023

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

Stock Awards

Option Awards Market Equity
Incentive Plan
Awards: Equity
Incentive Plan
Awards:
Market or

Name Number of
Securities
Underlying
Unexercised
Options
Exercisable(1) Number of
Securities
Underlying
Unexercised
Options
Unexercisable Option
Exercise
Price Option
Expiration
Date Number of
Shares or
Units of
Stock that
Have Not
Vested(2) Value of
Shares or
Units of
Stock that
Have Not
Vested Number of
Unearned Shares,
Units, or Other
Rights that
have not
vested(3) payout value of
Unearned Shares,
Units, or Other
Rights that
have not
vested(4)

Zimpleman 82,885 0 $ 49.25 02/27/2016
1,120 0 $ 54.45 06/01/2016
74,935 0 $ 62.63 02/26/2017
142,985 0 $ 60.10 02/26/2018
368,615 0 $ 11.07 02/24/2019
144,700 0 $ 22.21 02/23/2020
105,915 0 $ 34.26 02/28/2021
178,615 0 $ 27.46 02/27/2022
135,460 67,730 $ 30.70 02/25/2023 88,231 $ 3,968,630
52,938 105,877 $ 44.88 02/24/2024 70,672 $ 3,178,827
0 146,845 $ 51.33 02/23/2025 60,255 $ 2,710,270

Houston 24,870 0 $ 62.63 02/26/2017
37,080 0 $ 60.10 02/26/2018
72,350 0 $ 22.21 02/23/2020
50,200 0 $ 34.26 02/28/2021
81,865 0 $ 27.46 02/27/2022
59,833 29,917 $ 30.70 02/25/2023 38,971 $ 1,752,916
19,686 39,374 $ 44.88 02/24/2024 26,281 $ 1,182,119
0 70,210 $ 51.33 02/23/2025 28,809 $ 1,295,829

Lillis 5,525 0 $ 62.63 02/26/2017
7,380 0 $ 60.10 02/26/2018
13,505 0 $ 56.42 05/19/2018
25,655 0 $ 34.26 02/28/2021
41,840 20,920 $ 30.70 02/25/2023 27,252 $ 1,225,795
14,028 28,057 $ 44.88 02/24/2024 18,728 $ 842,385
0 40,455 $ 51.33 02/23/2025 16,600 $ 746,668

McCaughan 15,940 0 $ 49.25 02/27/2016
48,990 0 $ 62.63 02/26/2017
60,590 0 $ 60.10 02/26/2018
27,555 0 $ 11.07 02/24/2019
79,365 0 $ 22.21 02/23/2020
50,355 0 $ 34.26 02/28/2021
77,400 0 $ 27.46 02/27/2022
55,753 27,877 $ 30.70 02/25/2023 36,314 $ 1,633,404
18,180 36,360 $ 44.88 02/24/2024 24,270 $ 1,091,665
38,486 $ 1,731,100
0 51,940 $ 51.33 02/23/2025 21,313 $ 958,659

Valdés 7,480 0 $ 62.63 02/26/2017
10,375 0 $ 60.10 02/26/2018
18,390 0 $ 34.26 02/28/2021
35,790 17,895 $ 30.70 02/25/2023 23,311 $ 1,048,529
12,418 24,837 $ 44.88 02/24/2024 16,578 $ 745,678
19,243 $ 865,550
0 35,485 $ 51.33 02/23/2025 14,561 $ 654,954

Dunbar 0 26,045 $ 51.33 02/23/2025 10,688 $ 480,746

1

~~(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~~Officer’s death, disability, or retirement (awards granted prior to January 1, 2016), or upon the occurrence of a Change of Control.
~~(2)~~

All RSUs vest on the third anniversary of the grant date.

~~(3)~~

The PSUs granted in ~~2013 vested on December 31, 2015 and~~2021 are disclosed at ~~103%~~114% of target in accordance with ASC Topic 718. PSUs granted in 2022 have a three-year performance period and are subject to continued performance through December 31, 2024. The PSUs granted in ~~2014 will vest on~~2023 have a three-year performance period and are subject to continued performance through December 31, ~~2016 and~~2025. They will pay out based on performance against certain non-GAAP ROE and ~~BV/Share performance goals,~~OM targets with an RTSR modifier, but only if either

~~2016 Proxy Statement~~39

~~Table of Contents~~

the non-GAAP ROE or pre-tax operating income threshold performance measure is met as approved by the Human Resources Committee. PSUs granted in 2015 will vest on December 31, 2017 and will pay out based on performance against certain ROE and BV/Share performance goals, but only if either the ROE or operating income threshold is met as approved by the Human Resources Committee.

~~(4)~~

Assumes a stock price of ~~$44.98~~$78.67 per share, the closing price of a share of Common Stock on the last trading day of the year, December ~~31, 2015,~~29, 2023, reported for the ~~New York Stock Exchange-Composite Transactions.~~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 ~~NonEquity~~Non-Equity Incentive Compensation column of the Summary Compensation Table, may also be deferred into the Excess Plan.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Option Exercises and Stock ~~Vesting~~

Vested

The following table provides information concerning the exercise of stock options and the vesting of RSUs and PSUs during ~~calendar year 2015~~2023 for each Named Executive Officer on an aggregated basis.

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

Option Awards Stock Awards

Named Executive Officer Number of Shares
Acquired on
Exercise Value
Realized on
Exercise(1) Number of Shares
Acquired on
Vesting Value
Realized on
Vesting(2)

Zimpleman 0 $ 0 88,232 $ 3,298,098

Houston 1,610 $ 4,508 38,972 $ 1,456,766

Lillis 55,085 $ 1,371,202 27,253 $ 1,018,720

Dunbar 8,275 $ 47,851 7,849 $ 293,394

McCaughan 96,958 $ 1,606,164 36,315 $ 1,357,457

Valdés 20,162 $ 364,422 23,312 $ 871,396

1

~~(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 ~~2013~~2021 that settled on February ~~22, 2016,~~26, 2024, at ~~$37.38~~$80.11 upon Committee approval of the final performance modifier of ~~103%~~114%. ~~The actual payout was determined applying negative discretion.~~

40~~2016 Proxy Statement~~

~~Table of Contents~~

Pension Plan Information

Participant Group Pension Benefit Formula

Grandfathered
Participants
Grandfathered Participants were age 47 or older with at least ten years of service on December 31, 2005, and elected to retain the prior benefit provisions under the DB Plan and the NQDB Plan and to forego receipt of the additional matching contributions offered under the 401(k) and Excess Plans.
Defined Benefit Plan ("DB") (Traditional Formula)
39.2% of Average Compensation (the highest five consecutive years' total Pay out of the past ten years of Pay. "Pay" is the Named Executive Officer's base salary and annual incentive bonus up to the Tax Code limits) below the Integration Level (1) plus 61.25% of Average Compensation above the Integration Level.
Cash Balance Plan—The Annual Pay Credits are calculated using the table below

Annual Pay Credit
Age+
Service Years
(Points) Contribution on
All Pay Contribution on Pay
Above Taxable
Wage Base(2)

< 40 4.00% 2.00%

40 – 49 5.50% 2.75%

50 – 59 7.00% 3.50%

60 – 69 9.00% 4.50%

70 – 79 11.50% 5.75%

80 or more 14.00% 7.00%

Messrs. Zimpleman and Lillis' benefit at retirement will be the greater of the benefit under the Traditional or Cash Balance Formulas. NQ Defined Benefit
The NQDB benefit formula for Grandfathered Participants hired before January 1, 2002 is the greater of:
•
65% of Average Compensation, offset by Social Security and DB Plan benefits; or
•
The greater of the traditional or cash balance DB Plan benefit for Grandfathered Participants without regard to Tax Code limits, offset by the benefit that can be provided under the DB Plan.
(1) The Covered Compensation Table in the Tax Code.
(2) The Social Security Taxable Wage Base.

Our Named Executive Officers participate in the Company’s Pension Plan as described below. As of January 1, 2023, Pension Plan participants earn benefits under the following Cash Balance Formula:

	Annual Pay Credit
Age + Service Years (Points)	Contribution on All Pay	Contribution on Pay Above Social Security Wage Limit
<40	3.00%	1.50%
40-59	4.00%	2.00%
60-79	5.50%	2.75%
80 or more	7.00%	3.50%

For participants with compensation over Internal Revenue Service Limits, The Nonqualified Defined Benefit Plan provides benefits using the same formula on compensation above those limits.

Participants who entered the Pension Plan prior to January 1, 2002, also earned benefits under legacy pension formulas through December 31, 2022. Future benefits are earned under the Cash Balance Formula disclosed in the table at the beginning of this section.

The following provides details on individual Named Executive Officer Pension Plan benefits:

Named Executive Officer

~~2016 Proxy Statement~~41

Benefit
Earned After
2022

Legacy Pension

Benefit That Will Be Paid

~~Table of Contents~~

Participant Group Pension Benefit Formula

Non Grandfathered
Participants
Non Grandfathered Participants will receive the greater of the benefit provided under the Traditional Benefit Formula or the Cash Balance Formula.
Defined Benefit Plan ("DB") (Traditional Formula)
35% of Average Compensation below the Integration Level plus 55% of Average Compensation above the Integration Level.
Cash Balance Plan—The Annual Pay Credits are calculated using the table below

Annual Pay Credit
Age+ Service Years (Points) Contribution on All Pay Contribution on Pay above Taxable Wage Base(2)

< 40 3.00% 1.50%

40 – 59 4.00% 2.00%

60 – 79 5.50% 2.75%

80 or more 7.00% 3.5%

•
Mr. Houston's retirement benefit will be thegreater of the Traditional or Cash Balance Formulas.
•
Mr. Valdés retirement benefit will be the Cash Balance Formula. Mr. Valdés will also have a small benefit under the Traditional Formula due to service prior to January 1, 2006.
•
Mr. McCaughan's retirement benefit will be the Cash Balance Formula. He has not accrued any benefits under this plan since January 1, 2010.
•
Mr. Dunbar's retirement benefit will be the Cash Balance Formula. Mr. Dunbar will also have a benefit under the Traditional Formula due to service prior to January 1, 2011.
NQ Defined Benefit
The NQDB benefit formula for Non Grandfathered Participants hired before January 1, 2002 is:
•
The traditional or cash balance pension plan benefit for Non Grandfathered Choice Participants (whichever is greater) without regard to Tax Code limits, offset by the benefit that can be provided under the DB Plan.
For employees who were active participants in the plan on December 31, 2005, their accrued benefit will not be less than their accrued benefit determined as of that date.
For both groups, there is a reduction if payments start earlier than Normal Retirement Age (Traditional Benefit Formula only):
•
Principal subsidizes early retirement if the Named Executive Officer remains employed until Early Retirement Age (age 57 with 10 years of service), which is the earliest date an employee may begin receiving retirement benefits.
•
The early retirement benefits for Grandfathered Choice Participants (and Non Grandfathered Choice Participants for benefits accrued prior to January 1, 2006) range from 75% at age 57 to 100% at age 62. The early retirement benefits for Non Grandfathered Choice Participants for benefits accrued after December 31, 2005 range from 75% at age 57 to 97% at age 64.
•
If the Named Executive Officer terminates employment before reaching Early Retirement Age, Principal Life does not subsidize early retirement. The early retirement benefits range from 58.6% at age 57 to 92.8% at age 64.
•
Benefits under the Traditional Formula are eligible for a Cost of Living Adjustment (COLA) after retirement benefits begin. For Non Grandfathered Participants only benefits accrued as of December 31, 2005 receive this adjustment. The COLA is based on the Consumer Price Index.

42~~2016 Proxy Statement~~

Dan Houston

Cash Balance

Yes. Greater of the benefit under the Traditional Formula or Cash Balance Formula.

Cash Balance Benefit earned starting in 2023, plus the greater of the Traditional or Cash Balance Benefit earned prior to 2023.

Deanna Strable-Soethout

Cash Balance

Yes. Greater of the benefit under the Traditional Formula or Cash Balance Formula.

Cash Balance Benefit earned starting in 2023, plus the greater of the Traditional or Cash Balance Benefit earned prior to 2023.

Amy Friedrich

Cash Balance

Yes. Greater of the benefit under the Traditional Formula or Cash Balance

Cash Balance Benefit earned starting in 2023, plus the greater of the Traditional or Cash Balance Benefit

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Named Executive Officer

Benefit
Earned After
2022

Legacy Pension

Benefit That Will Be Paid

Formula.

earned prior to 2023.

Pat Halter

N/A

Yes. Greater of the benefit under the Traditional Formula or Cash Balance Formula.

Ceased to be eligible January 1, 2010.

Greater of the Traditional Formula of Cash Balance Formula earned through December 31, 2009.

Vivek Agrawal

Cash Balance

N/A

Cash Balance Benefit.

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.

Non-Qualified Defined Benefit

The NQDB legacy benefit formula for Named Executive Officers hired before January 1, 2002, is the same as the legacy Traditional Pension Formula, without regard to Tax Code Limits, and is reduced by the benefit provided under legacy Traditional Benefit under the Pension Plan.

There is a reduction for any benefits paid under the legacy Traditional Formula that begin before the Named Executive Officer attains the Pension Plan’s Normal Retirement Age:

•

The early retirement benefit is subsidized if the Named Executive Officer remains employed until early retirement age (age 57 with 10 years of service), which is the earliest date a participant may begin receiving retirement benefits.

•

The subsidized early retirement benefits for participants range from 75% at age 57 to 100% at age 62 for benefits accrued through December 31, 2005. The subsidized early retirement benefits for benefits accrued after December 31, 2005, range from 75% at age 57 to 97% at age 64.

•

If the Named Executive Officer terminates employment before reaching early retirement age, Principal does not subsidize early retirement. In that case, the unsubsidized early retirement benefits range from 58.6% at age 57 to 92.8% at age 64.

•

Benefits accrued under the legacy Traditional Pension Formula as of December 31, 2005, are eligible for a cost-of-living adjustment (COLA) after retirement payments begin. The plan’s annual COLA is based on 75% of the increase in the Consumer Price Index, if any, during the 12-month averaging period ending September 30th of the previous plan year.

The Covered Compensation Table ~~of Contents~~

in the Tax Code, as updated and published by the IRS annually.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Pension Distributions

~~Participants~~

Named Executive Officers receive an annuity under the traditional benefit formula in the DBPension Plan. The qualified cash balance benefit formula in the DBPension Plan allows for benefits as an annuity or lump sum.

NQDB benefits may be paid as a lump sum at termination/retirement or as an annuity. Distributions may also be allowed at death or a change of control. For ~~participants~~Named Executive Officers in the plan prior to January 1, 2010, a mandatory payment occurs at age 65, and they may elect for payments on a specified date between age 60 and 65.

Pension Benefits

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

Named Executive
Officer
Plan Name
Number of
Years
Credited
Service(1)
Present
Value of
Accumulated
Benefit at
Normal
Retirement
Age(2)
Payments
During Last
Fiscal Year

Zimpleman
Qualified Pension 42 $ 2,169,802 $0

NQDB $ 24,422,262 $0

Houston
Qualified Pension 31 $ 799,735 $0
NQDB $ 2,959,958 $0

Lillis
Qualified Pension 33 $ 2,112,923 $0

NQDB $ 4,992,360 $0

Dunbar
Qualified Pension 29 $ 988,056 $0
NQDB $ 1,602,358 $0

McCaughan
Qualified Pension 7 $ 205,699 $0

NQDB $ 1,699,619 $0

Valdés
Qualified Pension 5 $ 139,421 $0
NQDB $ 289,164 $0

1

~~(1)~~: As of December 31, ~~2015.~~
~~(2)~~: 2023.

Benefit calculations have been made using the following assumptions:

•

~~Annuity Basis~~

Discount ~~Rate: 4.0%~~rate (for Traditional Benefits paid as an annuity and all cash balance benefits): 5.10% for December 31, ~~2014~~2022, and ~~4.5%~~4.90% for December 31, ~~2015 benefits;~~

2023.

•

Cost of Living 1.6875% for December 31, 2022 and December 31, 2023.

•

Mortality: PRI-12 White Collar for December 31, 2022 and December 31, 2023.

•

Improvement: For December 31, 2022, and December 31, 2023, SOA MIM2021-v3 model using historical data through 2019 (graduated from 2017).

•

Convergence: For December 31, 2022, and December 31, 2023, 11-year convergence to SSA Trustees Report 2022 Intermediate (Alternative II) scenario with no special COVID Impacts.

Traditional benefits under the qualified DB Plan must be paid as an annuity. Under the NQDB Plan, Named Executive Officers may elect whether benefits will be paid as an annuity or in a single sum payment. Mss. Strable-Soethout, Friedrich, and Mr. Halter have elected their NQDB benefit to be paid as an annuity.

•

Lump Sum Basis Discount ~~Rate:~~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, ~~2015 benefits, 6.45% for expected lump sums in 2017 or later; 7.20% for lump sum payments expected to be made in 2016.~~

2022, 7.90%. For December 31, 2023, 8.40%.

•

Lump Sum Mortality: ~~Total~~For December 31, 2022, and December 31, 2023, IRS 417(e)(3) mortality rates (annuitant and non-annuitant) from RP 2006, updated for historical data to 2009. Mortality Improvement: RPEC_2014_v2011 model, reflecting actual historical data to 2009, with the following assumptions:

at decrement.

•

~~Convergence period of 7 years~~

•

Long-term mortality improvement is the sex-distinct and the age-based assumption calibrated to the annual improvement averages, for the period 2010-2088 published in the Social Security Administration Trustees Report 2014.;

•

Cost of living increase: 1.6875% for December 31, ~~2014 benefits~~2022, and December 31, ~~2015 benefits;~~

2023.

•

~~No disability;~~

•

~~Retirement age of 63 for Messrs. Zimpleman and Lillis (early retirement eligible) who would then receive unreduced benefits.~~

Retirement age of 65 for ~~Mr. Houston, who will not have unreduced benefits prior to that point. Retirement age of 65 for Messrs. Valdés~~all participants; and ~~Dunbar frozen traditional benefit plus current cash balance account. Current cash balance account for Mr. McCaughan;~~

•

~~A spouse 3 years younger; and~~

•

Cash balance interest for participants crediting rate of ~~5.5%~~5.0% for December 31, ~~2014~~2022, and ~~for~~ December 31, ~~2015.~~2023, if hired before July 1, 2019. If hired on or after July 1, 2019, the plan provides a fixed 4% interest credit.

~~2016~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement43

~~Table of Contents~~

TABLE OF CONTENTS ~~Non Qualified~~

Non-Qualified Deferred Compensation

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

Named Executive
Officer
Executive
Contributions
in Last
Fiscal year(1)
Principal Life
Contributions
in Last
Fiscal Year(2)
Aggregate
Earnings
in Last
Fiscal Year
Aggregate
Withdrawals /
Distributions
Aggregate
Balance
at Last
Fiscal Year
End(3)

Zimpleman
$ 313,154 $ 91,604 $ –117,418 $0 $ 4,137,245

Houston
$ 135,806 $ 88,354 $ –28,416 $0 $ 2,158,240

Lillis
$ 70,281 $ 28,586 $ –8,294 $0 $ 780,348

Dunbar
$ 51,876 $ 34,845 $ –31,685 $0 $ 401,333

McCaughan
$ 0 $ 0 $ –201,994 $0 $ 2,470,085

Valdés
$ 68,154 $ 50,470 $ –5,743 $0 $ 384,436

1

~~(1)~~: The amounts shown as ~~"Executive Contributions"~~“Named Executive Contributions” have either been included in the Salary column of the Summary Compensation Table on page 3650 or represent annual incentive payment deferrals earned in ~~2014~~2022 and credited to the Named Executive ~~Officers'~~Officers’ accounts during ~~2015.~~
~~(2)~~: 2023.

The amounts shown as ~~"Principal Life Contributions"~~“Principal Contributions” are included in the ~~"All~~“All Other Compensation ~~Column"~~Column” of the Summary Compensation table on page ~~36.~~

~~(3)~~

50.

The end of year ~~2015~~2023 aggregate balances ~~includes~~include the following deferrals and matching contributions from years prior to ~~2015:~~2023:

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

Named Executive Officer
Employee
Deferral
Prior to
1/1/2015
Principal
Life Match
Prior to
1/1/2015
Total

Zimpleman
$ 2,109,171 $ 556,314 $ 2,665,485

Houston
$ 750,676 $ 468,712 $ 1,219,388

Lillis
$ 296,305 $ 136,691 $ 432,996

Dunbar
$ 159,250 $ 100,594 $ 259, 844

McCaughan
$ 998,343 $ 581,568 $ 1,579,911

Valdés
$ 141,929 $ 101,757 $ 243,686

Qualified 401(k) Plan and Excess Plan

Plan Feature

~~Qualified 401(k) Plan~~

~~Excess Plan~~

Qualified 401(k) Plan

Excess Plan

Deferrals

~~Deferrals~~

~~1-15%~~1-50% of base salary and up to 100% of annual incentive compensation awards (1-100% of base pay if not contributing to the Excess Plan) up to the limits imposed by the Tax Code. Additionally, up to $20,000 in voluntary after-tax contributions can be contributed each calendar year.

~~1-15%~~1-50% of base salary and up to 100% of annual incentive compensation awards.

Investment Options

~~Investment Options~~

There are 20numerous investment ~~options and investment~~options. Investment and investment return isare based on the ~~participant's investment~~Named Executive Officer’s direction.

The investment options ~~are~~represent “phantom” units tied to the results of the reference funds listed on page 4558. Investment and investment return isare based on the ~~participant's investment~~Named Executive Officer’s direction.

Distributions

~~Distributions~~

Allowed at various times including termination, death, and disability.

Allowed at various times including termination, death, specified date, change of control, unforeseen emergency, and mandatory payment at age 65.

Vesting

Three-year cliff

Immediate

~~Vesting~~

~~3 year cliff~~

~~Immediate~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

44~~2016 Proxy Statement~~

TABLE OF CONTENTS

~~Table of Contents~~

The following are the investment options available to all participants in the Excess ~~Plan:~~

Plan; each option represents “phantom” units tied to the listed funds (parenthesized information indicates share class):


Investment Option				1 Year Rate of Return (12/31/2023)
	Principal Blue Chip Fund (R6)
	39.96%		~~Investment Option~~		~~1 Year Rate Of Return~~ ~~(12/31/2015)~~

		Principal Equity Income ~~Institutional~~ Fund		~~–3.88%~~ (Institutional)
	11.11%		~~Principal LargeCap Value Institutional Fund~~		~~–0.93%~~
		Principal LargeCap S&P 500 Index ~~Institutional~~ Fund		~~1.22%~~ (Institutional)				26.03%
		Principal LargeCap Growth ~~Institutional~~ Fund		~~4.91%~~
		~~Principal LargeCap Growth~~ I ~~Institutional Fund~~		~~8.17%~~(R6)				40.6%
		Principal MidCap ~~Institutional~~ Fund (R6)		~~1.47%~~		25.97%
	Principal MidCap S&P 400 Index Fund (R6)				16.33%
	Principal SmallCap Value II ~~Institutional~~ Fund		~~–4.01%~~ (R6)				20.15%
		Principal SmallCap S&P 600 Index ~~Institutional~~ Fund		~~–2.22%~~
		~~Principal Small Cap Growth I Institutional Fund~~		~~1.19%~~ (R6)				15.86%
	Principal SmallCap Growth I Fund (R6)				16.65%
	Principal Real Estate Securities ~~Institutional~~ Fund		~~4.22%~~
		~~Principal International Emerging Markets Institutional Fund~~		~~–13.63%~~ (R6)				1.12%
	Principal Origin Emerging Markets Fund (R6)				10.19%
	Principal Diversified International ~~Institutional~~ Fund (R6)		~~–0.36%~~		17.79%
	Principal International Equity Index Fund (R6)				17.94%
	Principal LifeTime ~~Strategic Income Institutional~~Hybrid 2015 Fund		~~–0.87%~~ (R6)				11.11%
		Principal LifeTime ~~2010 Institutional~~Hybrid 2020 Fund (R6)		~~–1.06%~~		12.21%
		Principal LifeTime ~~2020 Institutional~~Hybrid 2025 Fund		~~–1.17%~~ (R6)				13.28%
		Principal LifeTime Hybrid 2030 ~~Institutional~~ Fund (R6)		~~–0.95%~~		14.98%
		Principal LifeTime ~~2040 Institutional~~Hybrid 2035 Fund		~~–0.79%~~ (R6)				16.47%
		Principal LifeTime ~~2050 Institutional~~Hybrid 2040 Fund (R6)		~~–0.74%~~		18.28%
		Principal LifeTime ~~2060 Institutional~~Hybrid 2045 Fund		~~–0.80%~~ (R6)				19.48%
		Principal ~~Money Market Institutional~~LifeTime Hybrid 2050 Fund (R6)		~~0.00%~~		20.35%
	Principal LifeTime Hybrid 2055 Fund (R6)				20.33%
	Principal LifeTime Hybrid 2060 Fund (R6)				20.33%
	Principal LifeTime Hybrid 2065 Fund (R6)				20.33%
	Principal LifeTime Hybrid 2070 Fund (R6)				15.61%*
	Principal LifeTime Hybrid Income Fund (R6)				10.78%
	Principal Core Plus Bond ~~Institutional~~ Fund		~~–0.30%~~ (Institutional)				5.4%
		Principal Inflation Protection ~~Institutional~~ Fund (Institutional)		~~–2.15%~~		3.49%
		Principal Government & ~~High Quality~~High-Quality Bond ~~Institutional~~ Fund		~~0.90%~~ (Institutional)				4.87%
	Principal Bond Market Index Fund (Institutional)				5.55%
	Principal Financial Group, Inc. Employer Stock Fund		~~–10.51%~~		15.59%
		Principal Diversified Real Asset ~~Institutional~~ Fund		~~–12.40%~~
(R6)				3.3%
	Principal Select Stable Value Fund				0.01%

Return since March 1, 2023, inception date

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS ~~Employment Agreement~~

Principal had an employment agreement dated May 1, 2008, with Mr. Zimpleman with an initial term through May 1, 2011, and the term of the agreement automatically extended to create a new one year term unless either party provided notice of an intention not to extend the agreement. This agreement terminated on January 4, 2016, upon Mr. Zimpleman's retirement. Mr. Zimpleman was entitled to benefits, including a lump sum severance payment equal to two times the sum of his annual base salary and target annual bonus, if his employment involuntarily terminated under certain circumstances other than upon a Change of Control. The severance provisions were based on market practice and did not affect the decisions made regarding other components of his compensation. Mr. Houston does not have an employment contract.

Severance Plans

~~Messrs. Houston, Dunbar, Lillis and Valdés~~

All of our Named Executive Officers are eligible for severance under the ~~Company's~~Company’s executive severance plan if they are terminated ~~as a result~~because of layoffs, position elimination, or similar reasons. ~~Executives do~~They are not ~~receive~~eligible for severance benefits if they take a comparable job with ~~Principal Life,~~the Company, fail to sign a release of claims against ~~Principal Life,~~the Company, and/or for other specified reasons. The ~~benefit~~benefits payable under the severance plan is the greater of one week of base salary for each year of service with Principal Life or two weeks of base salary for each $10,000 of annual base salary (rounded to the nearest $10,000). Each of the Named Executive Officers would be eligible for 52 weeks of severance under this plan. The severance plan has a minimum benefit of six weeks and a maximum benefit of 52 weeks of base pay, and also provides for three months of reimbursement of premium for continuation of medical, dental and vision insurance under the Retiree plan if the Executive is eligible to retire or COBRA if the Executive is not eligible to

are as follows:

Named Executive Officer	~~2016 Proxy Statement~~45	Lump sum severance payment calculated as follows:
Houston		The sum of the following three components: an amount equal to two times annual base salary; an amount equal to two times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to two years of health benefits premiums, intended to compensate the CEO for COBRA premiums.
Strable-Soethout		The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums.
Halter		The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums.
Friedrich		The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums.
Agrawal		The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums.

~~Table of Contents~~

~~retire.~~

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, ~~Lillis~~Halter and ~~Valdés.~~

An agreement made with Mr. McCaughan when he was hired provides that if he is terminated without "Cause", as that term is defined in the Change of Control Employment Agreements (see below), he will be paid (i) one year's base compensationAgrawal, and ~~one year's annual bonus at target,~~Mses. Strable-Soethout and ~~(ii) all other accrued entitlements, in accordance with the terms of the relevant plan.~~

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, ~~2015:~~

2023.

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

Named Executive
Officer
Severance
Outplacement Services
COBRA Reimbursement
Total

Zimpleman $ 6,000,000 $ 10,000 $ 0 $ 6,010,000

Houston $ 775,000 $ 10,500 $ 5,243 $ 790,743

Lillis $ 551,000 $ 10,500 $ 2,058 $ 563,558

Dunbar $ 473,000 $ 10,500 $ 5,101 $ 488,601

McCaughan $ 2,612,000 $ 0 $ 0 $ 2,612,000

Valdés $ 580,000 $ 10,500 $ 7,791 $ 598,291

Change of Control Employment Agreements

~~Principal has~~

We have a Change of Control Employment ~~Agreements~~Agreement with each of the Named Executive ~~Officers except Mr. Zimpleman, whose agreement terminated upon his retirement on January 4, 2016.~~Officers. These ~~Agreements~~agreements provide market-based protections and do not provide excess tax gross ups. The agreements have aan initial term of two years and ~~will~~ automatically renew for successive ~~one year~~one-year periods unless ~~Principal provides~~we provide a notice electing not to extend the term. If during the term of these agreements a ~~"Pre-Change~~Pre-Change of Control ~~Event"~~Event or a ~~"Change~~Change of ~~Control"~~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

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TABLE OF CONTENTS

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), ~~Principal~~we will reduce the Change of Control payments by the amount necessary to maximize the benefits received, determined on an ~~after tax~~after-tax basis.

The ~~severance and other~~ 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,~~agreements, a ~~"Pre-Change~~Pre-Change of Control ~~Event"~~Event means:

•

An offer that would result in a third party owning 40% or more of the ~~Company's~~Company’s voting securities;

•

A proxy solicitation or contest for the election of one or more members of the ~~Company's~~Company’s Board; or

•

An agreement that would result in a Change of Control.

Under these ~~Agreements,~~agreements, a Change of Control means:

•

Any person becoming an owner of 40% or more of the ~~Company's~~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.

46~~2016 Proxy Statement~~

~~Table of Contents~~

These ~~Agreements~~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 ~~they~~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 company ("Successor").~~Successor. Any outstanding ~~performance based~~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 ~~Human Resources~~ 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 ~~their~~the employment of a Named Executive Officer is terminated without ~~"Cause"~~“Cause” or by the Named Executive Officer voluntarily for ~~"Good~~Good Reason." Termination without ~~cause~~Cause or by the Named Executive Officer for ~~good reason~~Good Reason is referred to as a ~~"qualifying termination;"~~Qualifying Termination; and

•

That ~~they will vest in~~ all benefits previously accrued by Named Executive Officers under the NQDB and Excess Plans will vest, and ~~these benefits will~~ be paid in accordance with ~~these plans.~~

applicable plan terms.

The benefits received upon a Change of Control without termination of employment include the current vested account balance in the Excess Plan and the current vested benefit in the NQDB, according to change of control distribution elections on file for these plans.

For purposes of the ~~Agreements, "Good Reason"~~agreements, Good Reason means negative changes in the terms and conditions of the Named Executive ~~Officer's~~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;

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

•

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"~~

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~~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, ~~performance units,~~ 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~~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 ~~Executives~~Named Executive Officers whose employment continues.

~~2016 Proxy Statement~~47

~~Table of Contents~~

Pursuant to these ~~Agreements,~~agreements, the Named Executive Officers agreed that for one year following a termination of employment that results in the Named Executive Officer receiving the ~~severance~~ 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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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, ~~2015;~~

2023;

•

~~per~~

Per share price of the ~~Company's~~Company’s Common Stock was ~~$44.98,~~$78.67, the closing price as of December ~~31, 2015,~~29, 2023, the last trading day of the year.

Named
Executive
Officer
Cash
Severance(1)
Spread on
Previously
Unvested
Options
Value of
Previously
Unvested
Restricted
Stock &
Performance
Shares(2)
Benefits
Continuation(3)
Accelerated
Pension
Benefit(4)
Total
Termination
Benefits
(before
taxes)

Zimpleman $ 6,000,000 $ 977,772 $ 9,857,727 $ 46,109 $ 0 $ 16,881,608

Lillis $ 2,204,000 $ 301,543 $ 2,814,848 $ 31,334 $ 0 $ 5,351,725

Houston $ 6,975,000 $ 431,152 $ 4,230,864 $ 61,050 $ 0 $ 11,698,066

McCaughan $ 5,224,000 $ 401,720 $ 5,414,827 $ 48,668 $ 0 $ 11,089,215

Valdés $ 2,030,000 $ 258,024 $ 3,314,711 $ 61,050 $ 0 $ 5,663,785

Dunbar $ 1,608,200 $ 130,436 $ 1,241,700 $ 61,050 $ 0 $ 3,041,386

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

~~(1)~~: 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, ~~2015,~~2023, where vesting would be accelerated, at a stock price of ~~$44.98.~~$78,67. Performance shares granted in ~~2014~~2021 and ~~2015~~2022 are valued at target, based on ~~our~~Company performance to date as of December ~~31, 2015.~~

~~(3)~~

29, 2023.

Includes the estimated cost of continued medical, dental, vision, and life insurance coverage for three years after the Named Executive ~~Officer's~~Officer’s termination and outplacement services.

~~(4)~~

Represents the lump sum present value of the accelerated vesting of unvested retirement benefits. All of the Named Executive Officers, except Mr. Agrawal, are fully vested in their pension benefit.

2023 CEO Pay Ratio

In determining the median employee, we reviewed the base salary and bonus payments for all of the Company’s employees based in the U.S., Chile, Hong Kong, India, Mexico, and the Philippines as of December 31, 2023, other than our CEO. All compensation was converted to U.S. dollars, using the relevant exchange rate for any compensation paid in other currencies. This process resulted in the identification of an employee whose base salary and bonus reflected our compensation practices for a representative employee. This employee works in the U.S.

We calculated the median employee and CEO’s annual total compensation in accordance with Item 4.02 of Regulation S-K, and then added the value of medical benefits and welfare benefits. Adding the value of these benefits to our CEO’s total compensation resulted in a total of $15,133,363, which amount differs from his Total Compensation reported in the Summary Compensation Table due to the inclusion of these benefits. The median employee’s annual total compensation was $78,155. Based on this information, for 2023, the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was 194:1.

48~~2016~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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 ~~Contents~~

SEC Regulation S-K, which requires companies to disclose certain information about the relationship between performance and the compensation of named executive officers.

Year	Summary Compensation Table Total for PEO1	Compensation Actually Paid to PEO1,3,4	Average Summary Compensation Table Total for Non-PEO NEOs2	Average Compensation Actually Paid to Non-PEO NEOs2,3,4	Value of Initial Fixed $100 Investment Based On:		Net Income (in millions)6	Non-GAAP Operating Earnings (in millions)6
Year	Summary Compensation Table Total for PEO1	Compensation Actually Paid to PEO1,3,4	Average Summary Compensation Table Total for Non-PEO NEOs2	Average Compensation Actually Paid to Non-PEO NEOs2,3,4	Total Shareholder Return	Peer Group Total Shareholder Return5	Net Income (in millions)6	Non-GAAP Operating Earnings (in millions)6
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

Daniel J. Houston was our Chief Executive Officer in all years reported.

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.

Adjustments were as follows:

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

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

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

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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.

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

Pay Versus Performance Relationship Disclosure

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income ($M)

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Compensation Actually Paid vs. Non-GAAP Operating Earnings

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Proposal Two—Advisory Vote to Approve Executive Compensation

~~Say~~

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and related rules of the Securities and Exchange Commission, we are asking our shareholders to approve, on ~~pay votes will be held annually until~~an advisory basis, the ~~next vote~~compensation of our Named Executive Officers as described in this Proxy Statement. This proposal, commonly known as a Say-on-Pay proposal, gives our shareholders an opportunity to express their views on the ~~frequency~~compensation of ~~this advisory vote is conducted~~our Named Executive Officers.

As described in ~~2017, or until the Board determines that a different frequency would be~~more detail in the ~~best interests of the Company's shareholders.~~

~~The Company's Executive~~Compensation, Discussion and Analysis section, we design our compensation program ~~is designed~~ to reward ~~Executives~~executives who contribute to the achievement of ~~the Company's~~our business objectives and to attract, retain, and motivate talented ~~Executives~~executives to perform at the highest level and contribute significantly to the ~~Company's~~Company’s success. ~~The program is designed to~~We tie the delivery of Executive compensation to the achievement of the Company's long and short term financial and strategic goals and to align the interests of Executives and shareholders. The purposes and objectives of, and the rationale behind, the Company's compensation program are described in significant detail in the Compensation Discussion and Analysis, starting on page 21. Of particular note are the following policies and practices aligned with recognized corporate governance best practice:

•: Our Executive compensation is, in large measure, highly variable and directly linked to our short term and long term financial and strategic goals and the performance of the Company's stock price over time.
•: ~~Executives receive~~ a significant portion of total compensation opportunity in the form of equity based long term incentives and are required to own stock in Principal to ensure their interests are aligned with the shareholders' interests and long term performance of Principal.
•: Principal prohibits all employees, including Executives, from: purchasing Company securities on margin, except for the exercise of employee stock options; short sales; trading in put or call options; and purchasing, directly or through a designee, any financial instrument (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that is designed to hedge or offset any decrease in the market value of Company securities.
•: Principal has a compensation recovery policy to recover incentive compensation paid to Executives if the amount of the compensation was based on achievement of financial results that were subsequently restated, if, in the opinion of the Committee, the Executive engaged in fraud or intentional misconduct that caused the restatement of the Company's financial statements, and that the amount of the Executive's incentive compensation or equity award would have been lower had the financial results been properly reported.
•: ~~Our Executive Change of Control Employment Agreements provide market-based service protection and do not contain excise tax gross ups.~~
•: ~~We provide limited perquisites to Executives—one physical examination per year, business spousal travel, and gifts of nominal value given to all sales conference attendees.~~
•: Our programs are designed to be financially efficient from tax, accounting, cash flow and share dilution perspectives. We make efforts to ensure tax deductibility to Principal of all compensation to the extent practicable.

Shareholders are being asked to vote on the Company's compensation policies and procedures for the Named Executive Officers, as described in the Compensation Discussion and Analysis and the compensation tables and the accompanying narratives in this Proxy Statement.

This vote is not intended to address any specific item of compensation, but the Company's overall compensation related to our Named Executive Officers. Because your vote is advisory, it will not be binding on the Board and will not overrule any decision by the Board or require the Board to take any action. However, the Human Resources Committee, which is responsible for designing and administering the Company's Executive compensation program, values shareholder opinions and will consider the outcome of the vote when making future compensation decisions for the Named Executive Officers.

~~This proposal, commonly known as a "say on pay" proposal, gives shareholders the opportunity to vote on an advisory, nonbinding basis to approve~~ the compensation of our Named Executive Officers to the achievement of the Company’s long- and short-term financial and strategic goals as ~~disclosed~~we aim to align the interests of our Named Executive Officers and our shareholders.

In 2023, our shareholders voted to approve the compensation program for our Named Executive Officers with approximately 97% of the shares voting in ~~this proxy statement pursuant~~support of the program. As an advisory vote, the Say on Pay proposal is not binding on our Human Resources Committee or our Board. However, our Board and the Human Resources Committee value the views of our shareholders and will review and consider the voting results as we design our executive compensation program.

We are asking shareholders to ~~SEC rules through~~approve the following ~~resolution:~~

resolution at the Annual Meeting.

RESOLVED, that the compensation paid to the ~~Company's~~Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

The Board of Directors recommends that shareholders vote ~~"For"~~“For” this resolution.

~~2016~~

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Proposal Three—Ratification of ~~Appointment of~~
Independent ~~Registered~~ Public ~~Accountants~~

Accounting Firm

Subject to shareholder ratification, the Audit Committee has appointed ~~the firm of~~ Ernst & Young LLP to audit the consolidated financial statements of the Company for the fiscal year ending December 31, ~~2016.~~2024. In order to assure continuing auditor independence, the Audit Committee periodically considers the advisability and potential impact of selecting a different independent external audit firm. Ernst & Young LLP has served as the ~~Company's~~Company’s independent registered public accountant since it became a publicly traded company in 2001, and Principal Life has used Ernst & Young LLP as its independent registered public accountant for many years prior thereto. ~~The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young LLP is in the best interest of the Company and its shareholders.~~ Ratification of the appointment of the independent registered public accountants requires the affirmative vote of a majority of the shares represented at the meeting and voting on the matter. If the shareholders do not ratify this appointment, it will be considered a recommendation to the Audit Committee ~~will~~to consider the ~~matter~~selection of a different firm. Even if the appointment ofis ratified, the Audit Committee may in its discretion select a different independent registered public ~~accountants.~~

~~RESOLVED,~~accounting firm at any time during the fiscal year if it determines that such a change would be in the ~~appointment of Ernst & Young, LLP to audit the consolidated financial statements~~best interests of the Company ~~for the fiscal year ending December 31, 2016 be ratified.~~

and our shareholders.

The Board of Directors recommends that shareholders vote ~~"For" this resolution.~~

“For” the ratification of the appointment of Ernst & Young LLP.

Representatives of Ernst & Young LLP will ~~be present at~~participate in the Annual Meeting, will be given an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions relating to the audit of the ~~Company's 2015~~Company’s 2023 consolidated financial statements.

Audit Fees

The aggregate fees billed by ~~the Company's independent registered public accounting firm~~Ernst & Young in ~~2015~~2023 and ~~2014~~2022 for professional services rendered in connection with regulatory audits in accordance with US GAAP, statutory, or foreign accounting principles; consultation on matters addressed during these audits; review of documents filed with regulators including the SEC; other engagements required by statute; or engagements that generally only the ~~Company's~~Company’s independent registered public accounting firm can reasonably provide, such as comfort letters or consents, were approximately ~~$10,352,000~~$14,654,000 in ~~2015~~2023 and ~~$8,984,000~~$14,446,000 in ~~2014.~~

~~Audit Related~~2022.

Audit-Related Fees

The aggregate fees billed by the ~~Company's~~Company’s independent registered public accounting firm in ~~2015~~2023 and ~~2014~~2022 for professional services rendered in connection with ~~audit related~~audit-related services such as financial statement audits of employee benefit plans, financial statement audits not required by statute or regulation, accounting consultations in connection with proposed transactions or emerging accounting standards, and other attest and related advisory services not required by statute or regulation totaled approximately ~~$1,397,000~~$3,642,000 in ~~2015~~2023 and ~~$1,530,000~~$3,279,000 in ~~2014~~

2022.

Tax Fees

The aggregate fees billed by the ~~Company's~~Company’s independent registered public accounting firm for professional services rendered in connection with tax services consisting primarily of tax compliance totaled approximately ~~$88,000~~$383,000 in ~~2015~~2023 and ~~$223,000~~$61,000 in ~~2014.~~2022. Tax compliance generally involves preparation, assistance, or attestation related to tax filings in various domestic and non-domestic jurisdictions. Tax consultation generally involves assistance in connection with tax audits, filing appeals, and compliance with ~~new tax related~~tax-related regulations.

All Other Fees

The aggregate fees billed by the ~~Company's~~Company’s independent registered public accounting firm for professional services rendered in connection with other services ~~consisting primarily of software licensing~~ totaled approximately ~~$27,000~~$16,000 in ~~2015~~2023 and ~~$3,000~~$11,000 in ~~2014.~~

2022.

The Audit Committee has adopted a policy on auditor independence that calls for the Committee to preapprove any service the ~~Company's~~Company’s independent registered public accountant proposes to provide to the Company, its majority owned subsidiaries, employee benefit plans or ~~affiliates.~~affiliates which the Company controls or significantly influences. The policy also calls for the Committee to preapprove any audit service any

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independent auditor proposes to provide to these entities. The purpose of the policy is to assure that the provision of such services does not impair any ~~auditor's~~auditor’s independence. The policy provides for the general preapproval of specific types of Audit and ~~Audit Related~~Audit-Related services and fees up to an established individual

50~~2016 Proxy Statement~~

~~Table of Contents~~

engagement and annual threshold. The policy requires specific preapproval of all other services. Pursuant to the policy, each quarter Principal management presents to the Committee a detailed description of each particular service that meets the definition of services that have been generally approved and each service for which specific preapproval is sought, and an estimate of fees for each service. The policy accords the Audit Committee Chair authority to preapprove services and fees for those services that arise between regularly scheduled meetings of the Audit Committee. In considering whether to preapprove the provision of ~~non audit~~non-audit services by the independent registered public accountant, the Audit Committee will consider whether the services are compatible with the maintenance of the independent registered public ~~accountant's~~accountant’s independence. The Audit Committee does not delegate its responsibilities to preapprove services performed by an independent auditor to management.

The Audit Committee did not approve the services described above under the captions ~~"Audit Related~~“Audit-Related Fees,~~" "Tax Fees"~~” “Tax Fees,” and ~~"All~~“All Other ~~Fees"~~Fees,” by utilizing the de minimis exception of SEC Rule 2-01(c)(7)(i)(C).

~~2016~~

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Security Ownership of Certain Beneficial Owners
and Management

Except as otherwise indicated below, the following table shows, as of March ~~14, 2016,~~10, 2024, beneficial ownership of shares of Common Stock by (i) the only shareholders known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each Director, (iii) each Named Executive Officer, and (iv) all current Directors and Executive Officers as a group. Except as otherwise indicated below, each of the individuals named in the table has sole voting and investment power, or shares such powers with his or her spouse, for the shares set forth opposite his or her name.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned1	Percent of Common Stock Outstanding
The Vanguard Group2 100 Vanguard Boulevard Malvern, Pennsylvania 19355	28,605,789	12.09
BlackRock Inc.3 55 East 52nd Street New York, NY 10055	18,885,042	7.98
Nippon Life Insurance Company4 3-5-12 Imabashi Chuo-ku Osaka, 541-8501, Japan	18,137,000	7.67
Jonathan S. Auerbach	15,786	*
Mary E. “Maliz” Beams	8,785	*
Jocelyn Carter-Miller	76,877	*
H. Elizabeth Mitchell	5,342	*
Roger C. Hochschild	31,225	*
Scott M. Mills	26,339	*
Claudio N. Muruzabal	7,794	*
Diane C. Nordin	21,963	*
Blair C. Pickerell	29,713	*
Clare S. Richer	12,859	*
Alfredo Rivera	9,778	*
Amy C. Friedrich	305,077	*
Patrick G. Halter	135,104	*
Daniel J. Houston	908,260	*
Vivek Agrawal	0	*
Deanna D. Strable-Soethout5	584,404	*
All Directors and Executive Officers as a group (23 persons)	2,493,314	*

Name
Number of Shares
Beneficially Owned(1)
Percent of
Common Stock
Outstanding

The Vanguard Group⁽²⁾
24,297,072 8.29
    100 Vanguard Boulevard
Malvern, Pennsylvania 19355

Wellington Management Group LLP⁽³⁾
19,825,898 6.77
    c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210

Nippon Life Insurance Company⁽⁴⁾
18,137,000 6.17
    3-5-12 Imabashi
Chuo-ku
Osaka, 541-8501, Japan

BlackRock Inc.⁽⁵⁾
15,747,569 5.40
    55 East 52^nd Street
New York, NY 10055

Capital Research Global Investors⁽⁶⁾
9,000,600 3.10
    333 South Hope Street
Los Angeles, California 90071

Betsy J. Bernard
33,493 *

Jocelyn Carter-Miller
34,080 *

Gary E. Costley
35,970 *

Michael T. Dan
39,378 *

Dennis H. Ferro
17,862 *

C. Daniel Gelatt⁽⁷⁾
368,111 *

Sandra L. Helton
41,092 *

Roger C. Hochschild
304

Richard L. Keyser
0 *

Luca Maestri
0 *

Blair C. Pickerell
0 *

Elizabeth E. Tallett
38,750 *

Timothy M. Dunbar
148,682 *

Daniel J. Houston
551,799 *

Terrance J. Lillis
254,808 *

James P. McCaughan
590,875 *

Luis Valdés
207,916 *

Larry D. Zimpleman
1,782,143 *

All Directors and Executive Officers as a group (24 persons)
5,170,534 1.78

*

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*: The number of shares represents less than one percent of the number of shares of Common Stock outstanding.
~~(1)~~: ~~Includes~~

Reflects beneficial ownership of shares which each person named in this table has the right to acquire ~~on or before May 13, 2016~~within 60 days, including, pursuant to previously awarded stock options, RSUs, and performance units that, although scheduled to be paid in shares in more than 60 days, would be paid immediately upon termination of service, as follows: Mr. Auerbach, 15,785.62; Ms. ~~Bernard, 31,838;~~Beams, 8,784.98; Ms. Carter Miller, ~~33,810; Dr. Costley, 31,838; Mr. Dan, 29,378; Mr. Ferro, 16,862; Mr. Gelatt, 36,604; Ms. Helton, 31,838;~~76,706.57; Mr. Hochschild, ~~304;~~31,225.27; Mr. ~~Keyser, 0;~~Mills, 26,338.82; Ms. Mitchell 5,342.28; Mr. ~~Maestri, 9,340;~~Muruzabal, 7,793.91; Ms. Nordin, 21,962.69; Mr. Pickerell, 0;29,713.16; Ms. ~~Tallett, 36,111;~~Richer, 12,858.58; Mr. ~~Dunbar, 122,126;~~Rivera, 9,777.86; Ms. Friedrich, 242,530.00; Mr. Halter, 25,992.00; Mr. Houston, ~~418,891;~~634,080.00; Mr. ~~Lillis, 177,294; Mr. McCaughan, 439,558; Mr. Valdés, 126,594; Mr. Zimpleman, 1,525,735;~~Agrawal 0.0; Ms. Strable-Soethout, 433,645.00; and all other executive officers as a group, ~~705,258.~~

~~(2)~~

185,155.

The information regarding beneficial ownership by The Vanguard Group is based solely on an amended Schedule 13G filed by it with the SEC on February ~~10, 2016,~~13, 2024, which provided information as of December 31, ~~2015.~~2023. According to the Schedule 13G, Vanguard has sole voting power with respect to 513,087 shares; shared voting power with respect to 29,300 shares; sole investment power with respect to 23,748,912 shares; and shared investment power with respect to 548,160 shares.

~~(3)~~

The information regarding beneficial ownership by Wellington Management Group LLP is based solely on a Schedule 13G filed by it with the SEC on February 11, 2016, which provided information as of December 31, 2015. According to the Schedule 13G, Wellington has sole voting power with respect to 0 shares; shared voting power with respect to ~~11,526,961~~294,283 shares; sole ~~investment~~dispositive power with respect to 27,593,075 shares; and shared dispositive power with respect to 1,012,714 shares.

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The information regarding beneficial ownership by BlackRock Inc. is based solely on an amended Schedule 13G filed by it with the SEC on January 26, 2024, which provided information as of December 31, 2023. According to the Schedule 13G, BlackRock has sole voting power with respect to 16,997,292 shares; shared voting power with respect to 0 shares; ~~and shared investment~~sole dispositive power with respect to ~~19,825,898~~18,885,042 shares; and shared dispositive power with respect to 0 shares.

~~(4)~~

The information regarding beneficial ownership by Nippon Life Insurance Company is based solely on a Schedule 13G filed by it with the SEC on February 28, 2008, which provided information as of February 21, 2008. According to the Schedule 13G, Nippon Life has sole voting power with respect to 18,137,000 shares; shared voting power with respect to 0 shares; sole investment power with respect to 18,137,000 shares; and shared investment power with respect to 0 shares.

~~(5)~~

The ~~information regarding beneficial ownership by BlackRock Inc.is based solely on a Schedule 13G filed by it with~~Percentage of Common Stock Outstanding has been updated to reflect the ~~SEC on February 10, 2016, which provided information~~outstanding Common Stock as of December 31, 2015. According to the Schedule 13G, BlackRock has sole voting power with respect to 13,332,266 shares; shared voting power with respect to 0 shares; sole investment power with respect to 15,747,569 shares; and shared investment power with respect to 0 shares.

~~(6)~~

~~The information regarding beneficial ownership~~2023.

Includes shares owned by Capital Research Global Investors is based solely on an amended Schedule 13G filed by it with the SEC on February 16, 2016, which provided information as of December 31, 2015. According to the Schedule 13G, Capital Research Global Investors has sole voting power with respect to 9,000,600 shares; shared voting power with respect to 0 shares; sole investment power with respect to 9,000,600 shares; and shared investment power with respect to 0 shares.

~~(7)~~

~~Includes 331,506 shares held by Gingko LLC of which Dr. Gelatt is a controlling shareholder, director and executive officer.~~

Ms. Strable-Soethout’s spouse.

In addition to beneficial ownership of Common Stock, the ~~Company's~~Company’s Directors and Executive Officers named in the security ownership table also hold different forms of ~~"stock units"~~“stock units” that are not reported in the security ownership table but represent additional financial interests that are subject to the same market risk as Common Stock. These units include shares that may be acquired after May ~~13, 2016,~~21, 2024, pursuant to previously awarded stock options, RSUs, performance share units and nontransferable accounting entry units such as phantom stock units issued pursuant to Company ~~stock based~~stock-based compensation and benefit plans. The value of such units is the same as the value of the corresponding number of shares of Common Stock.

See ~~"Directors' Compensation"~~“Compensation of Non-Employee Directors” on pages ~~17-19~~28-30 for a discussion of the options and RSUs granted to Directors under the Principal Financial Group, Inc. ~~2014~~2020 Directors Stock Plan and the phantom stock units credited to Directors who participate in the Deferred Compensation Plan for ~~Non Employee~~non-employee Directors of Principal Financial Group, Inc. See ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” beginning on page 2133 for a discussion of the performance units credited to officers who defer receipt of awards under a ~~long term~~long-term performance plan, the options and RSUs granted under the ~~2014~~2021 Stock Incentive Plan, and phantom stock units credited to officers ~~that~~who defer salary into an employer stock fund available under the Excess Plan.

As of March ~~14, 2016,~~10, 2024, the Directors and Executive Officers named in the security ownership table hold a pecuniary interest in the following number of units: Mr. Auerbach, 2,822.14 Ms. ~~Bernard, 2,535;~~Beams, 2,822.14; Ms. ~~Carter Miller, 2,535; Dr. Costley, 9,832; Mr. Dan, 15,133; Mr. Ferro, 18,966; Dr. Gelatt, 2,535;~~Carter-Miller, 2,822.14; Ms. ~~Helton, 2,535;~~Mitchell 2,822.14; Mr. Hochschild, ~~5,404;~~2,822.14; Mr. ~~Keyser, 0;~~Mills, 2,822.14; Mr. ~~Maestri, 2,582;~~Muruzabal, 2,822.14; Ms. Nordin, 2,822.14; Mr. Pickerell, ~~1,725;~~2,822.14; Ms. ~~Tallett, 8,523;~~Richer, 2,822.14; Mr. ~~Dunbar, 98,992;~~Rivera, 2,822.14; Ms. Friedrich, 16,892.97; Mr. Halter, 20,831.82; Mr. Houston, ~~292,292;~~73,121.59; Mr. ~~Lillis, 136,697; Mr. McCaughan, 231,909; Mr. Valdés, 138,304;~~Agrawal 5,661.84; and ~~Mr. Zimpleman, 14,232.~~

~~2016 Proxy Statement~~53

~~Table of Contents~~

Ms. Strable-Soethout, 21,740.33.

Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~

Reports

Section 16(a) of the Securities Exchange Act of 1934 requires the ~~Company's~~Company’s Directors, Executive Officers, and persons who own more than ~~ten~~10 percent of a registered class of ~~the Company's~~our equity securities (“Reporting Persons”) to file with the SEC ~~and the New York Stock Exchange~~ reports of ownership of the ~~Company's~~Company’s securities and changes in ~~reported~~ ownership. ~~Directors, Executive Officers and greater than ten percent shareholders~~Reporting Persons are required ~~by SEC rules~~ to ~~furnish~~provide the Company with copies of all Section 16(a) reports they file.

Based ~~solely~~ on a review of the reports ~~furnished~~provided to the Company or written representations from ~~reporting persons that all reportable transactions were reported,~~Reporting Persons, the Company believes that during the fiscal year ended December 31, ~~2015, the Company's Directors, Executive Officers and greater than ten percent owners timely filed~~2023, all reports they were required to file under Section 16(a), except for one report for one Director. Principal discovered that one report for Roger C. Hochschild was inadvertently not timely filed to disclose restricted stock units granted by the Company as director compensation.

~~Princpal undertakes to prepare~~ Section 16(a) ~~repors~~reports were filed on behalf of its Directors and Executive Officers. A lack of communication within the Company caused the report to be inadvertently filed two business days after the two-day filing requirement for Section 16(a) reports.

a timely basis.

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Questions and Answers About the
Annual Meeting

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

How can I attend the 2024 Annual Meeting?

The ~~Securities~~2024 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the 2024 Annual Meeting only if you were a shareholder of the Company as of the close of business on March 27, 2024 (the “Record Date”), or if you hold a valid proxy for the 2024 Annual Meeting.

You will be able to attend the 2024 Annual Meeting online and ~~Exchange Commission ("SEC")~~submit your questions during the meeting by visiting: www.meetnow.global/MVC9L9P.

To participate in the 2024 Annual Meeting, you will need to review the information included on your notice of internet availability of proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials.

The online meeting will begin promptly at 9:00 a.m., Central Daylight Time. We encourage you to access the online meeting 10 to15 minutes prior to the start time, leaving ample time for the check in.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance of the meeting and no later than 5:00 p.m. Eastern Time on Thursday, May 16, 2024. Please follow the registration instructions as outlined below under “How do I register to attend the 2024 Annual Meeting virtually on the internet?”

How do I register to attend the 2024 Annual Meeting virtually on the internet?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the 2024 Annual Meeting virtually on the internet. Please follow the instructions on the notice of internet availability of proxy materials or proxy card that you received. If you cannot locate your notice of internet availability of proxy materials or proxy card but would like to attend the meeting, you can enter as a guest.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the 2024 Annual Meeting virtually on the internet. Registration will require you to contact your bank or broker and request a legal proxy which provides proof of your proxy power. Once received, to register to attend the 2024 Annual Meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your ownership of Principal Financial Group, Inc. common stock, along with your name and email address, to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on Thursday, May 16, 2024. If you do not have a legal proxy but would like to attend the meeting, you can enter as a guest.

Requests for registration should be directed to us at the following:

By email: Forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com.

By mail:

Computershare
Principal Financial Group, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

You will receive a confirmation of your registration by email.

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

The SEC rules allow companies to ~~deliver a notice of Internet availability of~~notify shareholders that proxy materials are available on the internet and to ~~shareholders and~~ provide ~~Internet~~ access to those ~~proxy materials. Shareholders~~materials via the internet. You may obtain paper copies of the proxy materials free of charge by following the instructions provided in the notice of ~~Internet~~internet availability of proxy materials.

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

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

The Board ~~of Directors ("Board")~~ is soliciting proxies to be voted at the ~~annual meeting~~2024 Annual Meeting of shareholders to be held on May ~~17, 2016,~~21, 2024, at 9:00 a.m., Central Daylight ~~Savings~~ Time, ~~at 750 Park Street, Des Moines, Iowa,~~ and at any adjournment or postponement of the ~~meeting ("Annual Meeting").~~ meeting. The

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Company will pay all solicitation expenses in connection with the solicitation process. We have engaged Georgeson to assist with the soliciation of proxies for an estimated fee of $22,000.

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 on the Company’s website on April 8, and sent ~~or given~~ to shareholders, on or about April ~~7, 2016.~~

10, 2024.

~~What is a proxy?~~

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. ~~Principal~~The Company has designated ~~three~~two of the ~~Company's~~Company’s officers to act as proxies for the ~~2016~~2024 Annual Meeting: ~~Timothy M. Dunbar, Executive Vice President and Chief Investment Officer; Terrance J. Lillis,~~Deanna D. Strable-Soethout, Executive Vice President and Chief Financial Officer; and ~~Karen E. Shaff,~~Natalie Lamarque, Executive Vice President, General Counsel, and Secretary.

~~What will the shareholders vote on at the Annual Meeting?~~

What will the shareholders vote on at the 2024 Annual Meeting?

•

Election of four Class II Directors for ~~three year~~three-year terms;

•

~~An advisory vote to approve named executive officer~~

Advisory approval of our Named Executive Officers’ compensation; and

•

Ratification of the appointment of independent auditors.

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

~~Principal does not~~

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

We don’t 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?~~

Who can vote at the 2024 Annual Meeting?

Shareholders as of the close of business on ~~March 22, 2016 ("~~the Record ~~Date")~~Date can vote at the 2024 Annual Meeting.

~~How many votes do I have?~~

How many votes do I have?

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

~~2016 Proxy Statement~~55

~~Table of Contents~~

~~What constitutes a quorum?~~

What constitutes a quorum?

~~One third~~

One-third of the outstanding shares of Common Stock as of the Record ~~Date.~~Date constitutes a quorum for voting on items at the 2024 Annual Meeting. On the Record Date, there were ~~290,583,227~~235,149,975 shares of Common Stock outstanding. A quorum must be present, ~~in person~~through live virtual attendance or by proxy, before any action can be taken at the 2024 Annual Meeting, except an action to adjourn the meeting.

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

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

•

Proposal One.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.~~

elections;

•

Proposal Two.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.~~

proposal; and

•

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

•

Abstentions and broker ~~non votes~~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?~~

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.~~which is Proposal Three. Proxies that are returned

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

by brokers because they did not receive directions on how to vote on ~~non routine~~non-routine items (Proposals One and Two) are called ~~"broker non votes."~~

“broker non-votes.”

~~How do I vote by proxy?~~

How do I vote by proxy?

Shareholders of record may vote by mail, by telephone, or through the ~~Internet.~~internet. Shareholders may vote ~~"for," "against"~~“for,” “against,” or ~~"abstain"~~“abstain” from voting for each ~~of the~~ Director ~~nominees, the~~nominee in Proposal One, Proposal Two (the advisory vote to approve ~~named executive officer compensation,~~Named Executive Officer compensation), and ~~the proposal to ratify~~Proposal Three (ratification of the appointment of ~~the~~ independent ~~auditors.~~

auditors).

•

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.

•

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 17, 2016 and until 1:00 a.m., Central Daylight Time, on May 13, 2016, for voting instruction cards.

•

Through the Internet. You may vote ~~on line~~online at ~~www.investorvote.com.~~www.investorvote.com/PFG. Follow the instructions provided in the notice of ~~Internet~~internet availability of proxy materials or on the proxy or voting instruction card. If you vote through the ~~Internet,~~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 17 2016, and until 1:00 a.m., Central Daylight Time, on May 13, 2016, for voting instruction cards.~~

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

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.~~

56~~2016 Proxy Statement~~

~~Table of Contents~~

internet.

~~How do I vote in person?~~

How do I vote in person?

~~If you are going to attend~~

Because the 2024 Annual Meeting will be held virtually, you ~~may~~will not be able to vote your shares in person. ~~However, we~~We encourage you to vote in advance of the meeting by mail, telephone, or ~~through~~internet. In addition, you can vote at the ~~Internet even if you plan~~virtual 2024 Annual Meeting by using the instructions provided above at “How do I register to attend the ~~meeting.~~

2024 Annual Meeting virtually on the internet?”

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

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.

Voting instructions must be received by 1:00 a.m. Central Daylight Time on May 17, 2024.

~~How are shares held in the Demutualization separate account voted?~~

How are shares held in the Demutualization separate account voted?

~~Principal~~

We 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"~~(“Demutualization”) and the initial public offering of shares of the ~~Company's~~Company’s Common Stock was completed. Principal issued Common Stock to 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.

Voting instructions must be received by 1:00 a.m. Central Daylight Time on May 17, 2024.

~~Who counts the votes?~~

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?~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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:

•

~~"For"~~

“For” the election of all Director nominees;

•

~~"For"~~

“For” approval of the ~~Company's named executive officer compensation~~Named Executive Officers’ compensation; and

•

~~"For"~~

“For” the ratification of Ernst & Young LLP as the Company’s independent auditors.

~~How do I revoke my proxy?~~

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 atduring the ~~meeting.~~

virtual 2024 Annual 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 22, 2016. The notice of Internet availability of proxy materials you received inHow do I contact the ~~mail, a letter from your broker or bank or a photocopy of a current account statement will be accepted as evidence of ownership.~~

~~2016 Proxy Statement~~57

~~Table of Contents~~

Board?

~~How do I contact the Board?~~

~~Principal 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~~Company’s website at www.principal.com, or by writing to:

Lead Director, c/o ~~Karen E. Shaff~~
Natalie Lamarque
Executive Vice President, General Counsel and Secretary

Principal Financial Group, Inc.

711 High Street
Des Moines, Iowa 50392-0300

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

~~How do I submit a shareholder proposal for the 2017 Annual Meeting?~~

How do I submit a shareholder proposal or nominate a director for the 2025 Annual Meeting?

The ~~Company's~~Company’s next annual meeting is scheduled for May ~~16, 2017.~~20, 2025. Proposals should be sent to the ~~Company's Secretary. Proposals to~~Company’s Secretary at the principal executive offices of the Company, 711 High Street, Des Moines, IA 50392. To be ~~considered for inclusion~~included in next ~~year's~~year’s proxy statement, proposals submitted pursuant to SEC Rule 14a-8 must be received by December ~~8, 2016.~~9, 2024. In addition, the ~~Company's~~Company’s By-Laws provide that any shareholder wishing to propose any other business at the annual meeting must give ~~Principal~~us written notice between January ~~17, 2017~~21, 2025, and February ~~21, 2017.~~20, 2025. That notice must provide other information as described in the ~~Company's~~Company’s By-Laws, which are on the ~~Company's~~Company’s website, ~~www.principal.com.~~

www.principal.com. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 22, 2025.

~~What is "householding?"~~

For proxy access nominees to be considered at the 2025 Annual Meeting, the nomination notice must be received by the Secretary no earlier than November 9, 2024, and no later than December 9, 2024. Among other things, the notice must include the information and documents described in Section 1.17 of the Company’s By-Laws.

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~~other shareholders and would like ~~Principal~~us 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?~~

Where can I receive more information about the Company?

We file reports and other information with the ~~SEC. This information is~~SEC, which are available on the ~~Company's~~Company’s website at www.principal.com and at ~~the Internet site maintained by the SEC at www.sec.gov.~~https://www.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~~ Company’s

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Corporate Governance Guidelines, and the ~~Corporate~~Company’s Global Code of ~~Business~~ Conduct ~~and Ethics~~ are also available on the ~~Company's~~Company’s website, ~~www.principal.com.~~

www.principal.com.

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

58~~2016 Proxy Statement~~

~~Table of Contents~~

~~Appendix A~~



~~Towers Watson~~ ~~2015 Financial Services Executive Compensation Survey Participants~~
~~AAA Northern California, Nevada & Utah~~		~~CSAA Insurance Group~~
~~ACE Limited~~		~~Cullen Frost Bankers~~
~~AFLAC~~		~~Delta Dental~~Notice of ~~California~~
~~AgriBank, FCB~~		~~Delta Dental Plan~~2024 Annual Meeting of ~~Michigan~~
~~AgStar Financial Services~~		~~Dollar Bank~~
~~AIG~~		~~Eastern Bank~~
~~Alliant Credit Union~~		~~East West Bank~~
~~Allianz Life Insurance~~		~~Element Fleet Management~~
~~Allstate~~		~~Emblem Health~~
~~Ally Financial~~		~~Employers Mutual Casualty Company~~
~~American Express~~		~~Erie Insurance~~
~~Ameritas Life~~		~~Ernst & Young~~
~~Arthur J Gallagher & Company~~		~~Eventide Asset Management, LLC~~
~~Aspen Specialty~~		~~EverBank~~
~~Associated Banc-Corp~~		~~Farm Credit Bank of Texas~~
~~Assurant~~		~~Farmers Group~~
~~Athene~~		~~Federal Home Loan Bank of Atlanta~~
~~Auto Club Group~~		~~Federal Home Loan Bank of San Francisco~~
~~AXA Group~~		~~Federal Reserve Bank of Atlanta~~
~~Bank of Montreal~~		~~Federal Reserve Bank of Cleveland~~
~~Bank of the West~~		~~Federal Reserve Bank of San Francisco~~
~~Barclays~~		~~Federal Reserve Bank of St. Louis~~
~~BB&T~~		~~Federal Reserve Board~~
~~BBVA~~		~~Fidelity Investments (FMR)~~
~~BECU~~		~~Fifth Third Bancorp~~
~~Behringer~~		~~FINRA~~
~~Blue Cross Blue Shield of Arizona~~		~~First Data~~
~~Blue Cross Blue Shield of Florida~~		~~First Financial Bancorp~~
~~Blue Cross Blue Shield of Louisiana~~		~~First Horizon National~~
~~Blue Shield of California~~		~~First Interstate Bank~~
~~BOK Financial~~		~~First Midwest Bancorp~~
~~Bremer Financial~~		~~First National of Nebraska~~
~~Cadence Bank~~		~~Franklin Resources~~
~~Capital One Financial~~		~~Freddie Mac~~
~~Caterpillar Financial Services~~		~~GATX~~
~~CBRE Global Investors~~		~~GE Capital~~
~~Centene~~		~~Genpact~~
~~Charles Schwab~~		~~Genworth Financial~~
~~Chubb~~		~~Gray Insurance Company~~
~~Cigna~~		~~Great American Insurance~~
~~Citizens Property Insurance~~		~~Great-West Financial~~
~~City National Bank~~		~~Guardian Life~~
~~CLS~~		~~Hartford Financial Services Group~~
~~CME Group~~		~~Health Net~~
~~CNA Insurance~~		~~Hitachi Capital America~~
~~CNO Financial~~		~~Horizon Blue Cross Blue Shield of New Jersey~~
~~Comerica~~		~~H&R Block~~
~~Commerce Bancshares~~		~~HSBC Bank~~

~~2016~~Shareholders and Proxy Statement~~A-1~~

~~Table of Contents~~


~~Humana~~		~~Principal Financial Group~~
~~Huntington Bancshares~~		~~Progressive~~
~~Iberia Bank~~		~~Protective Life~~
~~Indiana Farm Bureau Insurance~~		~~Prudential Financial~~
~~Inland Bancorp~~		~~Radian Group~~
~~Jackson National Life~~		~~Realogy~~
~~JJB Hilliard, WL Lyons, LLC~~		~~Regions Financial~~
~~John Hancock~~		~~Reinsurance Group of America~~
~~Johnson Financial Group~~		~~RLI~~
~~KeyCorp~~		~~Rockland Trust Company~~
~~Knights of Columbus~~		~~Sallie Mae~~
~~Liberty Mutual~~		~~Santander Bank~~
~~Lincoln Financial~~		~~SBLI of Massachusetts~~
~~Loews~~		~~Securian Financial Group~~
~~LPL Financial~~		~~Society Insurance~~
~~Manulife Financial~~		~~Springleaf Financial Services~~
~~MAPFRE USA~~		~~StanCorp Financial Group~~
~~Markel~~		~~State Farm Insurance~~
~~Marsh & McLennan~~		~~State Street~~
~~Massachusetts Mutual~~		~~Sun Life Financial~~
~~MB Financial~~		~~SunTrust Banks~~
~~McGraw-Hill Financial~~		~~SVB Financial~~
~~Mercedes-Benz Financial Services~~		~~Synchrony Financial~~
~~MetLife~~		~~Synovus Financial Corporation~~
~~Moody's~~		~~TD Ameritrade~~
~~M&T Bank~~		~~TD Bank Financial Group~~
~~Munich Re Group~~		~~Thrivent Financial for Lutherans~~
~~Mutual of Omaha~~		~~TIAA-CREF~~
~~Nasdaq~~		~~TigerRisk Partners~~
~~Nationwide~~		~~Tinker Federal Credit Union~~
~~Navy Federal Credit Union~~		~~Transamerica~~
~~NCCI Holdings~~		~~Travelers~~
~~NC State Employees' Credit Union~~		~~United Federal Credit Union~~
~~New York Life~~		~~Universal Insurance North America~~
~~Northwestern Mutual~~		~~University FCU~~
~~Ohio National Financial Services~~		~~Unum~~
~~OneAmerica Financial Partners~~		~~USAA~~
~~OneBeacon Insurance~~		~~U.S. Bancorp~~
~~Pacific Life~~		~~Visa~~
~~PayPal~~		~~Voya Financial Services~~
~~Penn Mutual Life~~		~~Webster Bank~~
~~Pentagon Federal Credit Union~~		~~Wellpoint~~
~~People's Bank~~		~~Wells Fargo~~
~~Phoenix Companies~~		~~Western Union~~
~~PlainsCapital~~		~~Willis North America~~
~~Plymouth Rock Assurance~~		~~World Bank~~
~~Portfolio Recovery Associates~~		~~Zurich North America~~
~~Preferred Mutual Insurance Company~~

~~A-22016 Proxy Statement~~

~~Table of Contents~~



~~Towers Watson~~ ~~2015 Diversified Insurance Compensation Survey Participants~~
~~AFLAC~~		~~Northwestern Mutual~~
~~AIG~~75		~~OneAmerica Financial Partners~~

TABLE OF CONTENTS

Appendix A

Executive Compensation Benchmarking Study Participants

Willis Towers Watson
2023 Financial Services Executive Compensation Survey Participants

Participant List—Standard Analysis

Advisor Group

AFLAC

AgFirst

AIG

Alliant Credit Union

Allianz Commercial

Allianz Life Insurance

Allianz Worldwide Partners

Allied Solutions

Allstate

Ally Financial

Alter Domus

American National Insurance

American Property and Casualty

Insurance Association

AmeriHealth Caritas

Ameritas Life

Amica Mutual Insurance

AmTrust

Aon

Arthur J Gallagher & Company

Ascot Group

Aspen Insurance

Associated Banc-Corp

Assurant

Auto Club Group

AXA Group

AXA Partners

AXA XL

AXIS Specialty U.S. Services

Barclays

BECU

Blue Cross Blue Shield of Arizona

Blue Cross Blue Shield of Florida

Blue Cross Blue Shield of North Carolina

Blue Shield of California

Bread Financial

Bremer Financial

Brighthouse Financial

Broadridge Financial Solutions

Brookfield Asset Management

Brotherhood Mutual Insurance

Cambridge Associates

Canadian Imperial Bank of Commerce

Canopius

Capital One Financial

CardWorks

IMT Insurance

Independence Blue Cross

Intact Insurance

IQ-EQ

Irvine

Jackson National Life

Kemper Services Group

KeyCorp

Liberty Mutual Insurance

Lincoln Financial

London Stock Exchange Group

M&T Bank

Manulife Financial

MAPFRE U.S.A.

Marsh

Marsh & McLennan

Massachusetts Mutual

Mastercard

Medical Mutual of Ohio

Mercury Insurance

MetLife

MoneyGram

Moody’s

Mortgage Guaranty Insurance

Mr. Cooper

Munich American Reassurance Company

Munich Re Group

Mutual of America Life

Mutual of Omaha

Nasdaq

Nationwide

Navy Federal Credit Union

NCCI Holdings

New York Life

NJM Insurance Group

Caterpillar Financial Services

CBOE Global Markets

CBRE Group

Celsius

Centene

CFA Institute

Chubb

Cigna

Cinch

Citizens Property Insurance

City National Bank

CME Group

CNA Financial Corporation

CNO Financial

Cobank

Comerica

Commerce Bancshares

Compeer Financial

Computershare

Copper.co

Corebridge Financial

Country Financial

Coverys

CPP Investment Board

Credit Suisse

CSAA Insurance Group

CTBC Bank

Cullen Frost Bankers

Delta Community Credit Union

Delta Dental of California

Deutsche Bank

Discover Financial Services

East West Bank

Edelman Financial Engines

Edward Jones

Element Fleet Management

Elevance Health

Emblem Health

Employers Mutual Casualty Company

Empower

Equifax

Equitable

Erie Insurance

Experian Americas

Farm Credit Foundations

Farmers Group

Federal Farm Credit Banks Funding

Northern Trust

Northwestern Mutual

Nuclear Electric Insurance Limited (NEIL)

Ohio National

OneAmerica Financial Partners

Pacific Life

Pacific Life Re

Pacific Premier Bancorp

Pan-American Life

PartnerRe

Plymouth Rock Assurance

PMA Companies

Popular

PRA Group

Premera Blue Cross

Primerica Life

Principal Financial Group

Progressive

Progressive Leasing

Prologis

Protective Life

Prudential Financial

PSP Investments

QBE Insurance Group

R&Q Insurance Services

Radian Group

Realogy

Regions Financial

Reinsurance Group of America (RGA)

Reliance Standard Life

Resolution Life

Rialto Capital Management

Ryan LLC

S&P Global

SchoolsFirst FCU

Federal Reserve Bank of Atlanta

Federal Reserve Bank of Boston

Federal Reserve Bank of Chicago

Federal Reserve Bank of Cleveland

Federal Reserve Bank of Minneapolis

Federal Reserve Bank of Richmond

Federal Reserve Bank of San Francisco

Federal Reserve Bank of St. Louis

Federal Reserve Board

Fidelity & Guaranty Life

Fifth Third Bancorp

FINRA

First American

First Banks

First Citizens Bank

First Financial Bancorp

~~Allstate~~		~~Pacific Life~~
~~AXA Group~~		~~Phoenix Companies~~
~~Cigna~~		~~Principal Financial Group~~
~~CNO Financial~~		~~Prudential Financial~~
~~Genworth Financial~~		~~Securian Financial Group~~
~~Guardian Life~~		~~Sun Life Financial~~
~~Hartford Financial Services Group~~		~~Thrivent Financial for Lutherans~~
~~John Hancock~~		~~TIAA-CREF~~
~~Lincoln Financial~~		~~Transamerica~~
~~Massachusetts Mutual~~		~~Unum Group~~
~~MetLife~~		~~USAA~~
~~Nationwide~~		~~Voya Financial Services~~
~~New York Life~~



~~McLagan~~ ~~2015 Investment Management Survey Participants~~
~~AB (formerly AllianceBernstein L.P.)~~		~~Denver Investments~~
~~Aberdeen Asset Management~~Notice of 2024 Annual Meeting of Shareholders and Proxy Statement		~~Deutsche Asset & Wealth Management~~
~~Acadian Asset Management, LLC~~A-1		~~Diamond Hill Investment Group Inc.~~
~~Adams Funds~~		~~Dimensional Fund Advisors Inc.~~
~~Advisory Research, Inc. (Piper Jaffray)~~		~~Driehaus Capital Management LLC~~
~~AEW Capital Management~~		~~DuPont Capital Management~~
~~Allianz Global Investors~~		~~Duff & Phelps Investment Management Co.~~
~~Alpine Woods Capital Investors, LLC~~		~~Eaton Vance Management~~
~~American Beacon Advisors~~		~~Epoch Investment Partners, Inc.~~
~~American Century Investments~~		~~F-Squared Investments~~
~~AMG Funds LLC~~		~~Federated Investors, Inc.~~
~~AMP Capital Investors Limited~~		~~Fidelity Investments~~
~~Amundi Smith Breeden LLC~~		~~Fiera Capital Corporation~~
~~Analytic Investors, LLC~~		~~First Quadrant, L.P.~~
~~AQR Capital Management, LLC~~		~~First Eagle Investment Management, LLC~~
~~Arrowstreet Capital, L.P.~~		~~Franklin Templeton Investments~~
~~Artisan Partners Limited Partnership~~		~~Fred Alger & Company, Incorporated~~
~~Ashmore Equities Investment Management (US) LLC~~		~~Fund Evaluation Group, LLC~~
~~AXA Investment Managers~~		~~GE Asset Management~~
~~Babson Capital Management LLC~~		~~Geode Capital Management, LLC~~
~~Baring Asset Management, Inc.~~		~~Glenmede Trust Company~~
~~Barrow, Hanley, Mewhinney & Strauss~~		~~GMO LLC~~
~~Behringer~~		~~Goldman Sachs Asset Management~~
~~BlackRock, Inc.~~		~~Guggenheim Investments~~
~~BNP Paribas Investment Partners~~		~~Harding Loevner Management L.P.~~
~~BNY Mellon Cash Investment Strategies~~		~~Harris Associates~~
~~Boston Company Asset Management, LLC, The~~		~~Heartland Advisors, Inc.~~
~~Brandes Investment Partners, L.P.~~		~~Heitman~~
~~Brandywine Global Investment Management, LLC~~		~~Henderson Global Investors~~
~~Bridgewater Associates, Inc.~~		~~Hennessy Advisors, Inc.~~
~~Bridgeway Capital Management, Inc.~~		~~Institutional Capital LLC (ICAP)~~
~~Brown Advisory~~		~~INTECH~~
~~Brown Brothers Harriman & Co.~~		~~Intermediate Capital Group~~

TABLE OF CONTENTS

First National of Nebraska

Fiserv

FNZ

Ford Financial

Foresters Financial

Fortitude Re

Freddie Mac

Genworth Financial

Global Payments

GLP Capital Partners

GM Financial

GNY Insurance

Grange Insurance

Great American Insurance

GreenStone

GTE Financial

Guardian Life

Guy Carpenter

Hartford Financial Services Group

Health Care Services

HF Management Services

Highmark

Hiscox

Horace Mann Educators

Horizon Blue Cross Blue Shield of New Jersey

Hub International

Humana

Huntington Bancshares

IA Financial Group

ICW Group

IMA Financial Group

SCOR SE

Securian Financial Group

Society Insurance

Southern Farm Bureau Life

State Teachers Retirement System of Ohio

Sun Life Financial

Symetra Financial

Synovus Financial Corporation

T. Rowe Price Group

Teacher Retirement System of Texas

Texas Mutual Insurance

Thrivent Financial for Lutherans

Tolio Marine

Transamerica

Transatlantic Holdings

Travelers

Two Harbors Investment Corp

UBS

UBS Global Asset Management

UMB Financial

Unum

USAA

Valley National Bank

Verisk Analytics

Visa

Voya Financial Services

Webster Bank

Wellabe

Western Alliance Bancorporation

Western Union

William Blair & Company

Wintrust Financial Corporation

World Bank

Zurich North America

Towers Watson
2023 Diversified Insurance Compensation Survey Participants

AFLAC

AIG

Allianz Life Insurance

Allstate

Brighthouse Financial

Cigna

CNO Financial

Corebridge Financial

Equitable

Genworth Financial

Guardian Life

Hartford Financial Services Group

John Hancock

Lincoln Financial

Massachusetts Mutual

MetLife

Nationwide

New York Life

Northwestern Mutual

OneAmerica Financial Partners

Pacific Life

Principal Financial Group

Protective Life

Prudential Financial

Securian Financial Group

Sun Life Financial

Symetra Financial

Thrivent Financial for Lutherans

Transamerica

Unum

USAA

Voya Financial Services

~~2016~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement~~A-3~~

A-2

TABLE OF CONTENTS

~~Table~~

McLagan
2023 U.S. Asset Management—Traditional Investments & Leadership Survey Participants

abrdn plc

Acadian Asset Management

Aegon

AGF Management

AllianceBernstein

Allianz Global Investors

AlphaSimplex Group LLC

American Century Investments

Ameriprise Financial

AMG Funds

Amundi Pioneer

Apollo Global Management

Artisan Partners Limited Partnership

Ashmore

AssetMark

AXA Investment Managers

Baillie Gifford

Bank of ~~Contents~~America

Bank of New York Mellon

Barings

BlackRock

Blackstone Group

BNP Paribas Asset Management Holding

BOK Financial Corporation

Brandes Investment Partners

Brandywine Global Investment Management

Bridgeway Capital Management

Brown Advisory

Brown Brothers Harriman

Causeway Capital Management

CBRE Global Investors

Chandler Asset Management

Charles Schwab & Co.

Clark Capital Management Group

ClearBridge Investments

Crossmark Global Investments, Inc.

Diamond Hill Capital Management

Dimensional Fund Advisors

DoubleLine Group

Driehaus Capital Management LLC

Duff & Phelps Investment Management LLC

Sands Capital Management

Santander Bank, N.A.

Schroder Investment Management

Security Benefit Corporation

SEI

Seix Investment Advisors LLC

Southeastern Asset Management

State Street Corporation

Stone Harbor Investment Partners LP

DuPont Capital Management

DWS

Eagle Capital Management, LLC

Eastspring Investments Limited

Edelman Financial Engines

Edward Jones

Empower Retirement

Federated Hermes, Inc.

Fidelity Investments

Fiera Capital Corporation

Fifth Third Bank

First Citizens Bank—NC

First Eagle Investment Management

First Sender Investors

Fort Washington Investment Advisors

Franklin Templeton Investments

Fred Alger Management

FS Investments

Fuller & Thaler Asset Management Inc.

Fund Evaluation Group

GAM

Geode Capital Management

Glenmede Trust Company

GMO

Goldman Sachs & Co.

GuideStone Financial Resources

GW&K Investment Management, LLC

HarbourVest

Harding Loevner

Hardman Johnston Global Advisors LLC

Jackson National Life Insurance Company

Jacobs Levy Equity Management

Janus Henderson Investors

Kayne Anderson Rudnick Investment Mgmt

KKR & Co.

Lazard Asset Management

Legal & General Investment Management

Lincoln Financial Group

Loomis, Sayles & Company

Lord, Abbett & Co.

Sun Life Financial

Sustainable Growth Advisers, LP

Synovus Financial Corporation

T. Rowe Price Associates

TCW Group

TD Securities

Thornburg Investment Management

Thrivent Financial

TIAA

LPL Financial Services

MFS Investment Management

Mondrian Investment Partners

Morgan Stanley

Morningstar

National Life Group

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

A-3

TABLE OF CONTENTS

National Rural Electric Cooperative Assc

Nationwide

Natixis Investment Managers

Neuberger Berman Group

New York Life Insurance Company

Nikko Asset Management

Ninety One

Nomura Securities

Northern Trust Corporation

Norwest Venture Partners

Nuveen Investments

Oaktree Capital Management

OneAmerica

Orbis Investment Management

ORIX

Pacific Investment Management Company

Pacific Life Insurance Company

PanAgora Asset Management

Parametric Portfolio Associates

Performance Trust Investment Advisors, L

Perpetual Limited

PGIM

Pictet

PineBridge Investments

PNC Bank

PPM America

Principal Financial Group

ProFund Advisors LLC

Prudential Financial

Putnam Investments

Pzena Investment Management

Raymond James & Associates

Regions Financial Corporation

Resolute Investment Managers, Inc.

Robeco Group

Rockefeller Capital Management L.P.

Rothschild & Co.

Royal Bank of Canada

Ruffer

Russell Investments

RXR Realty

Transamerica

Truist

U.S. Bancorp

UBS

University of Richmond

Van Eck Associates

Vanguard Group, Inc.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

A-4

TABLE OF CONTENTS

Appendix B

Non-GAAP Financial Measure Reconciliations

Principal Financial Group, Inc.

	For the year ended Dec. 31
(in millions, except as indicated)	2023	2022	2021	2020	2019
Net income attributable to PFG
Net income attributable to PFG	$623.2	$4,756.9	$1,580.2	$1,395.8	$1,394.2
(Income) loss from exited business1	891.7	(3,303.7)	—	—	—
Net realized capital (gains) losses, as adjusted1	87.9	165.6	60.7	(29.4)	174.9
Non-GAAP operating earnings	$1,602.8	$1,618.8	$1,640.9	$1,366.4	$1,569.1

This is a non-GAAP financial measure. See detail below.

Net realized capital gains (losses)
GAAP net realized capital gains (losses)	$(72.2)	$(182.1)	$115.4	$302.6	$(52.8)
Recognition of front-end fee revenues	—	—	—	11.4	8.5
Market value adjustments to fee revenues	1.3	0.7	(0.6)	(1.6)	—
Net realized capital gains (losses) related to equity method investments	8.8	(15.0)	(24.0)	(1.5)	2.6
Derivative and hedging-related revenue adjustments	23.3	(91.3)	(127.8)	(132.9)	(80.4)
Certain variable annuity fees	73.3	75.9	80.5	—	—
Sponsored investment fund adjustments	23.4	22.2	21.3	17.3	23.6
Capital gains distributed—operating expenses	(26.3)	102.9	(69.4)	(41.7)	(31.6)
Amortization of actuarial balances	(0.2)	(0.1)	9.7	(26.8)	(40.8)
Derivative and hedging-related expense adjustments	1.8	—	—	—	—
Market value adjustments of embedded derivatives	1.7	(40.9)	(13.9)	(55.0)	66.6
Market value adjustments of market risk benefits	(71.3)	(157.2)	(36.9)	—	—
Capital gains distributed—cost of interest credited	(52.2)	33.5	(37.3)	(8.2)	(36.6)
Net realized capital gains (losses) tax adjustments	22.0	56.6	35.7	(28.2)	(1.3)
Net realized capital gains (losses) attributable to noncontrolling interest, after-tax	(21.3)	29.2	(13.4)	(6.0)	(32.7)
Total net realized capital gains (losses) after-tax adjustments	(15.7)	16.5	(176.1)	(273.2)	(122.1)
Net realized capital gains (losses), as adjusted	$(87.9)	$(165.6)	$(60.7)	$29.4	$(174.9)

Diluted earnings per common share
Net income	$2.55	$18.63	$5.79	$5.05	$4.96
(Income) loss from exited business	3.64	(12.94)	—	—	—
Net realized capital (gains) losses, as adjusted	0.36	0.65	0.22	(0.11)	0.62
Non-GAAP operating earnings	$6.55	$6.34	$6.01	$4.94	$5.58

Stockholders’ equity
Stockholders’ equity	$10,961.7	$10,017.8	$12,140.5	$16,617.3	$14,685.8
Noncontrolling interest	(45.7)	(41.1)	(56.4)	(58.4)	(67.8)
Stockholders’ equity attributable to Principal Financial Group, Inc.	10,916.0	9,976.7	12,084.1	16,558.9	14,618.0
Accumulated other comprehensive Income (AOCI), other than foreign currency translation adjustment (FCTA)	3,847.3	5,307.4	535.4	(3,696.0)	(2,379.7)
Cumulative change in fair value of funds withheld embedded derivative	(2,027.9)	(2,885.6)	—	—	—
Stockholders’ equity, excluding cumulative change in fair value of funds withheld embedded derivative and AOCI other than FCTA	$12,735.4	$12,398.5	$12,619.5	$12,862.9	$12,238.3

Net income ROE available to common stockholders (including AOCI)
Net income ROE available to common stockholders (including AOCI)	6.0%	43.1%	11.0%	9.0%	10.7%
Cumulative change in fair value of funds withheld embedded derivative and AOCI other than FCTA	-1.0%	-5.1%	1.4%	2.1%	1.0%
Net income ROE available to common stockholders (x-cumulative change in fair value of funds withheld embedded derivative and AOCI other than FCTA)	5.0%	38.0%	12.4%	11.1%	11.7%
Net realized capital (gains) losses	0.7%	1.3%	0.5%	-0.2%	1.4%
(Income) loss from exited business	7.1%	-26.4%	0.0%	0.0%	0.0%
Non-GAAP operating earnings ROE (x-cumulative change in fair value of funds withheld embedded derivative and AOCI other than FCTA)	12.8%	12.9%	12.9%	10.9%	13.1%


~~Calamos Investments~~		~~Invesco Plc~~
~~Capital Group~~Notice of 2024 Annual Meeting of Shareholders and Proxy Statement		~~Investment Counselors of Maryland, LLC~~
~~Causeway Capital Management LLC~~B-1		~~Jacobs Levy Equity Management, Inc.~~

TABLE OF CONTENTS

	For the year ended Dec. 31
(in millions, except as indicated)	2023	2022	2021	2020	2019

Book value per common share including AOCI
Book value per common share including AOCI	$46.18	$40.97	$46.18	$60.59	$52.85
Cumulative change in fair value of funds withheld embedded derivative and AOCI, other than FCTA	7.69	9.95	2.04	(13.52)	(8.60)
Book value excluding cumulative change in fair value of funds withheld embedded derivative and AOCI, other than FCTA	53.87	50.92	48.22	47.07	44.25
Foreign currency translation	6.34	6.45	5.92	4.80	4.85
Book value per common share excluding cumulative change in fair value of funds withheld embedded derivative and AOCI	$60.21	$57.37	$54.14	$51.87	$49.10

Total revenues
Total revenues	$13,665.8	$17,536.1	$14,427.8	$14,741.7	$16,222.1
Net realized capital (gains) losses, net of related revenue adjustments	(57.9)	189.6	(64.8)	(195.3)	98.5
Revenues from exited business	927.5	(4,414.8)	—	—	—
Adjustments related to equity method investments	78.9	54.5	47.2	33.5	72.5
Market risk benefit derivative settlements	45.9	35.0	32.5	—	—
Operating revenues	$14,660.2	$13,400.4	$14,442.7	$14,579.9	$16,393.1

Gross profit
Income before income taxes	$738.8	$5,987.0	$1,910.9	$1,693.5	$1,693.3
Operating expenses1	4,949.7	4,802.9	5,000.6	4,604.3	4,456.6
Non-GAAP pre-tax operating earnings (losses) attributable to noncontrolling interest1	26.2	70.1	33.5	26.5	17.4
Pre-tax net realized capital (gains) losses	88.6	251.4	83.0	(63.6)	140.9
Pre-tax (income) loss from exited business	1,129.8	(4,260.1)	—	—	—
Certain adjustments related to equity method investments and noncontrolling interest	52.7	(15.6)	13.7	7.0	55.1
Non-GAAP gross profit	$6,985.8	$6,835.7	$7,041.7	$6,267.7	$6,363.3

Income before income taxes
Income before income taxes	$738.8	$5,987.0	$1,910.9	$1,693.5	$1,693.3
Net realized capital (gains) losses	72.2	182.1	(115.4)	(302.6)	52.8
Net realized capital (gains) losses pre-tax adjustments	16.4	69.3	198.4	239.0	88.1
Non-GAAP pre-tax operating (earnings) losses attributable to noncontrolling interest1	(26.2)	(70.1)	(33.5)	(26.5)	(17.4)
Income taxes related to equity method investments	78.9	54.5	47.2	33.5	72.5
Pre-tax (income) loss from exited business	1,129.8	(4,260.1)	—	—	—
Non-GAAP pre-tax operating earnings	$2,009.9	$1,962.7	$2,007.6	$1,636.9	$1,889.3

This is a non-GAAP financial measure. See detail below.

Income from continuing operations before income taxes
Income from continuing operations before income taxes	$738.8	$5,987.0	$1,910.9	$1,693.5	$1,693.3
Net realized capital (gains) losses	72.2	182.1	(115.4)	(302.6)	52.8
Net realized capital (gains) losses on funds withheld assets	(165.0)	(749.4)	—	—	—
Change in fair value of funds withheld embedded derivative	1,085.7	(3,652.8)	—	—	—
Non-GAAP pre-tax operating income	$1,731.7	$1,766.9	$1,795.5	$1,390.9	$1,746.1

Operating expenses
Total operating expenses	$5,072.1	$4,962.2	$5,070.0	$4,646.5	$4,503.9
Net realized capital (gains) losses operating expense adjustments	(26.3)	102.9	(69.4)	(42.2)	(47.3)
Expenses from exited business	(96.1)	(262.2)	—	—	—
Non-GAAP operating expenses	$4,949.7	$4,802.9	$5,000.6	$4,604.3	$4,456.6

Net income attributable to noncontrolling interest
Net income attributable to noncontrolling interest	$46.9	$40.6	$46.8	$32.7	$49.9
Income taxes attributable to noncontrolling interest	0.6	0.3	0.1	(0.2)	0.2
Net realized capital gains (losses) attributable to noncontrolling interest, after-tax	(21.3)	29.2	(13.4)	(6.0)	(32.7)
Non-GAAP pre-tax operating earnings losses attributable to noncontrolling interest	$26.2	$70.1	$33.5	$26.5	$17.4

Income (loss) from exited business
Strategic review costs and impacts	$—	$40.4	$—	$—	$—
Amortization of reinsurance losses	(68.7)	(56.7)	—	—	—
Other impacts of reinsured business	(140.4)	(125.8)	—	—	—
Net realized capital gains (losses) on funds withheld assets	165.0	749.4	—	—	—
Change in fair value of funds withheld embedded derivative	(1,085.7)	3,652.8	—	—	—
Pre-tax income (loss) from exited business	(1,129.8)	4,260.1	—	—	—
Tax impacts of exited business	238.1	(956.4)	—	—	—
Income (loss) from exited business	$(891.7)	$3,303.7	$—	$—	$—

~~CBRE Global Investors~~	~~Janus Capital Group~~
~~Charles Schwab Investment Management, Inc.~~	~~Jennison Associates, LLC~~
~~ClearBridge Investments~~	~~Jensen Investment Management, Inc.~~
~~Cohen & Steers, Inc.~~	~~JPMorgan Global Investment Management~~
~~Columbia Threadneedle Investments~~	~~Kayne Anderson Rudnick Investment Management, LLC~~
~~CommonFund~~	~~Lazard Asset Management LLC~~
~~Conning Holdings Corp.~~	~~Logan Circle Partners, L.P.~~
~~Copper Rock Capital Partners, LLC~~	~~Loomis, Sayles & Company, L.P.~~
~~Cornerstone Capital Management~~	~~Lord, Abbett & Co., LLC~~
~~Cornerstone Investment Partners, LLC~~	~~Luther King Capital Management~~
~~Delaware Investments~~	~~MacKay Shields LLC~~
~~Matthews International Capital Management~~	~~Vaughan Nelson Investment Management, L.P.~~
~~McDonnell Investment Management, LLC~~	~~Virtus Investment Partners, Inc.~~
~~Mellon Capital Management~~	~~Vontobel Asset Management, Inc.~~
~~Mercer Global Investments~~	~~Waddell & Reed Investment Management Co.~~
~~MFS Investment Management~~	~~Wellington Management Company, LLP~~
~~Morgan Stanley Investment Management~~	~~Western Asset Management Company~~
~~Neuberger Berman Group~~	~~Westwood Holdings Group, Inc.~~
~~Newfleet Asset Management, LLC~~	~~Why Investment Management, Inc.~~
~~Nikko Asset Management Americas, Inc~~	~~William Blair & Company, L.L.C.~~
~~Numerifc Investors LLC~~	~~Wisdom Tree Investments, Inc.~~
~~Nuveen Investments~~		Notice of 2024 Annual Meeting of Shareholders and Proxy Statement	B-2

TABLE OF CONTENTS

	For the year ended Dec. 31
(in millions, except as indicated)	2023	20221	20211	2020	2019
Net income attributable to PFG
Net income attributable to PFG	$623.2	$4,811.6	$1,710.6	$1,395.8	$1,394.2
(Income) loss from exited business1	891.7	(3,304.0)	—	—	—
Net realized capital (gains) losses, as adjusted1	87.9	193.3	137.0	(29.4)	174.9
Non-GAAP operating earnings	$1,602.8	$1,700.9	$1,847.6	$1,366.4	$1,569.1

This is a non-GAAP financial measure. See detail below.

Net realized capital gains (losses)
GAAP net realized capital gains (losses)	$(72.2)	$(258.4)	$2.5	$302.6	$(52.8)
Recognition of front-end fee revenues	—	(4.7)	(2.9)	11.4	8.5
Market value adjustments to fee revenues	1.3	0.7	(0.6)	(1.6)	—
Net realized capital gains (losses) related to equity method investments	8.8	(15.0)	(24.0)	(1.5)	2.6
Derivative and hedging-related revenue adjustments	23.3	(126.3)	(160.3)	(132.9)	(80.4)
Certain variable annuity fees	73.3	—	—	—	—
Sponsored investment fund adjustments	23.4	22.2	21.3	17.3	23.6
Capital gains distributed—operating expenses	(26.3)	102.9	(69.4)	(41.7)	(31.6)
Amortization of actuarial balances	(0.2)	2.5	11.1	(26.8)	(40.8)
Derivative and hedging-related expense adjustments	1.8	—	—	—	—
Market value adjustments of embedded derivatives	1.7	(44.1)	79.8	(55.0)	66.6
Market value adjustments of market risk benefits	(71.3)	—	—	—	—
Capital gains distributed—cost of interest credited	(52.2)	33.5	(37.3)	(8.2)	(36.6)
Net realized capital gains (losses) tax adjustments	22.0	64.2	56.2	(28.2)	(1.3)
Net realized capital gains (losses) attributable to noncontrolling interest, after-tax	(21.3)	29.2	(13.4)	(6.0)	(32.7)
Total net realized capital gains (losses) after-tax adjustments	(15.7)	65.1	(139.5)	(273.2)	(122.1)

Income (loss) from exited business
Strategic review costs and impacts	$—	$(91.0)	$—	$—	$—
Amortization of reinsurance losses	(68.7)	(82.5)	—	—	—
Other impacts of reinsured business	(140.4)	31.8	—	—	—
Net realized capital gains (losses) on funds withheld assets	165.0	749.4	—	—	—
Change in fair value of funds withheld embedded derivative	(1,085.7)	3,652.8	—	—	—
Pre-tax income (loss) from exited business	(1,129.8)	4,260.5	—	—	—
Tax impacts of exited business	238.1	(956.5)	—	—	—
Income (loss) from exited business	$(891.7)	$3,304.0	$—	$—	$—

~~NWQ Investment Management Company, LLC~~
~~Oaktree Capital Management, LLC~~
~~Oppenheimer Funds~~Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
~~Orbis Investment Management Limited~~
~~O'Shaughnessy Asset Management, LLC~~
~~Pacific Investment Management Company LLC~~
~~PanAgora Asset Management, Inc.~~
~~PineBridge Investments~~
~~Pioneer Investment Management~~
~~Principal Global Investors~~
~~ProShare Advisors LLC~~
~~Putnam Investments~~
~~Pyramis Global Advisors~~
~~Pzena Investment Management LLC~~
~~Rafferty Asset Management LLC (Direxion)~~
~~Raymond James Financial Services, Inc.~~
~~Research Affiliates LLC~~
~~RidgeWorth Capital Management LLC~~
~~River Road Asset Management, LLC~~
~~RMB Capital Management, LLC~~
~~Rockefeller & Co., Inc.~~
~~Russell Investments~~
~~Sands Capital Management, LLC~~
~~Santa Barbara Asset Management, LLC~~
~~Schroder Investment Management NA Inc.~~
~~Sit Investment Associates, Inc.~~
~~Standish Mellon Asset Management Company LLC~~
~~State Street Global Advisors~~
~~Symphony Asset Management LLC~~
~~T. Rowe Price Associates, Inc.~~
~~Third Avenue Management LLC~~

~~A-42016 Proxy Statement~~

B-3

TABLE OF CONTENTS

EE9039-21

~~Table~~TABLE OF CONTENTS

[MISSING IMAGE: px_24princippxy01pg01-4c.jpg]

MMMMMMMMMMMM ENDORSEMENT_LINE SACKPACK_ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of ~~Contents~~


~~Thompson, Siegel & Walmsley, LLC~~
~~Thornburg Investment Management, Inc.~~
~~Tradewinds Global Investors, LLC~~
~~Trilogy Global Advisors, LLC~~
~~Trust Company of the West~~
~~UBS Global Asset Management~~
~~Van Eck Associates Corporation~~
~~Vanguard Group, Inc., The~~

~~2016 Proxy StatementA-5~~

~~Table of Contents~~

~~APPENDIX B~~

~~Non-GAAP Financial Measures~~

~~Operating earnings versus U.S. GAAP (GAAP) net income available to common stockholders~~

Management uses operating earnings, which excludes the effect of net realized capital gains and losses, as adjusted, and other after-tax adjustments the company believes are not indicative of overall operating trends, for goal setting, as a basis for determining employee compensation, and evaluating performance on a basis comparable to that used by investors and securities analysts. Note: it is possible these adjusting items have occurred in the past and could recur in future reporting periods. While these items may be significant components in understanding and assessing our consolidated financial performance, management believes the presentation of operating earnings enhances the understanding of results of operations by highlighting earnings attributable to the normal, ongoing operations of the company's businesses.

Years Ended Dec. 31,

(In millions, except as noted)
2015
2014
2013
2012
2011

Net income available to common stockholders per diluted share

Operating earnings per diluted share
$ 4.26 $ 4.41 $ 3.55 $ 2.69 $ 2.61
Net realized capital gains (losses)
(0.44 ) (0.34 ) (0.60 ) 0.14 (0.44 )
Other after-tax adjustments
0.24 (0.36 ) — (0.25 ) (0.26 )
Adjustment for redeemable noncontrolling interest
— (0.06 ) — — —

Net income available to common stockholders per diluted share
$ 4.06 $ 3.65 $ 2.95 $ 2.58 $ 1.91

Net income available to common stockholders

Operating earnings
$ 1,270.5 $ 1,317.9 $ 1,059.9 $ 808.8 $ 829.3
Net realized capital gains (losses)
(133.8 ) (100.5 ) (179.1 ) 39.0 (141.7 )
Other after-tax adjustments
72.6 (106.3 ) (1.1 ) (74.2 ) (82.3 )

Net income available to common stockholders
$ 1,209.3 $ 1,111.1 $ 879.7 $ 773.6 $ 605.3

Net income ROE available to common stockholders (including AOCI)

Operating earnings ROE (x-AOCI, other than foreign currency translation adjustment)
14.2 % 15.1 % 12.5 % 9.8 % 10.2 %
Net realized capital gains (losses)
(1.5 )% (1.2 )% (2.1 )% 0.5 % (1.8 )%
Other after-tax adjustments
0.8 % (1.2 )% 0.0 % (0.9 )% (1.0 )%

Net income ROE available to common stockholders (x-AOCI, other than for currency translation adjustment)
13.5 % 12.7 % 10.4 % 9.4 % 7.4 %
Net unrealized capital gains (losses)
(1.3 )% (1.2 )% (1.2 )% (1.0 )% (0.5 )%
Net unrecognized postretirement benefit obligation
0.6 % 0.3 % 0.4 % 0.4 % 0.2 %

Net income ROE available to common stockholders (including AOCI)
12.8 % 11.8 % 9.6 % 8.8 % 7.1 %

~~2016 Proxy StatementB-1~~

~~Table of Contents~~

~~EE-9039-14~~

~~IMPORTANT ANNUAL MEETING INFORMATION 000004 ENDORSEMENT LINE SACKPACK~~mailing this card. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ~~C 1234567890 Annual Meeting Notice 1234 5678 9012 345 Important Notice Regarding~~OnlineGo to www.investorvote.com/PFG or scan the ~~Availability of Proxy Materials for the Principal Financial Group, Inc. Annual Meeting to be Held on Tuesday, May 17, 2016 Under Securities and Exchange Commission rules, you~~QR code — login details are receiving this notice that the proxy materials for the annual meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! If you want to receive a paper copy or an e-mail of these materials, you must request one. There is no charge to you for this request. Please make your request as instructed on the reverse side on or before May 6, 2016 to facilitate timely delivery. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report are available at: www.investorvote.com Easy Online Access — A Convenient Way to View Proxy Materials and Vote Step 1: Go to www.investorvote.com. Step 2: Follow the instructions on the screen to log in. Step 3: Click on the icon on the right to view the current meeting materials. Step 4: Return to the investorvote.com window and make your selection as instructed on each screen to select delivery preferences and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. 001CSP00B7 02B0UB P F G

Annual Meeting Notice Principal Financial Group, Inc.’s Annual Meeting will be held on May 17, 2016 at 750 Park Street, Des Moines, Iowa, at 9:00 a.m. Central Daylight Time. The Board of Directors recommends a vote FOR proposals 1, 2 and 3: 1. Election of Directors 2. Advisory vote to approve executive compensation 3. Ratification of independent auditors PLEASE NOTE: YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go to www.investorvote.com, or you can request a set of proxy materials by following the instructions at the bottom of this page. If you wish to attend the Annual Meeting, please bring proof of share ownership and photo identification with you. Directions to the Principal Financial Group, Inc. 2016 Annual Meeting 2016 Annual Meeting of Principal Financial Group, Inc. Shareholders Tuesday, May 17, 2016, 9:00 a.m. Central Daylight Time 750 Park Street, Des Moines, Iowa Upon arrival, please present proof of share ownership and photo identification at the registration desk. You do not need to attend the Annual Meeting to vote. Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or e-mail options below. E-mail copies: Current and future e-mail delivery requests must be submitted via the Internet following the instructions below. If you request an e-mail copy of current materials you will receive an e-mail with a link to the materials. P LEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. Telephone — Call us free of charge at 1-866-641-4276 in the USA, US territories & Canada using a touch-tone phone. Internet — Go to www.investorvote.com. E-mail — Send an e-mail to investorvote@computershare.com with “Proxy Materials PFG” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the e-mail that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 6, 2016. 02B0UB

MMMMMMMMMMMM . 2016 Annual Meeting Proxy Card MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your card, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Daylight Time, on May 17, 2016. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Log on to the Internet and go to www.investorvote.com • Follow the steps outlined on the secured website. Vote by telephone •below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories ~~& Canada on a touch tone telephone • Follow the instructions provided by the recorded message~~and Canada. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated ~~areas.~~areas 2024 Annual Meeting Proxy Card 1234 5678 9012 345 q IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ~~ENVELOPE. q Election of Directors Proposals 1.~~ENVELOPE The Board of Directors recommends a vote FOR all the nominees listed ~~nominees.~~in Proposal 1. Election of Directors For Against Abstain ForAgainst Abstain 01 - Roger C. Hochschild 02 - Daniel J. Houston 03 - Diane C. Nordin 04 - Alfredo Rivera The Board of Directors recommends a vote FOR ~~Proposals 2 and 3.~~Proposal 2. ForAgainst Abstain ~~+ For Against Abstain 2. Advisory~~2.Advisory Approval of Compensation of Our Named Executive Officers The Board of Directors recommends a vote ~~to approve executive compensation 3. Ratification~~FOR Proposal 3 3.Ratification of ~~independent auditors 01 - Michael T. Dan 02 - C. Daniel Gelatt 03 - Sandra L. Helton 04 – Blair C. Pickerell Change~~Appointment of ~~Address Change of Address — Please print new address below.~~Ernst & Young LLP as the Company's Independent Auditor for 2024 Authorized Signatures — This section must be completed for your vote to ~~be counted. — Date~~count. Please date and ~~Sign Below~~sign below. Please sign exactly as name(s) appears ~~hereon.~~above. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. ~~MMMMMMMC~~C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P ~~X2 7~~X6 0 2 9 0 4 ~~1 1 <STOCK#> 02B0SB MMMMMMMMM D C B A X IMPORTANT ANNUAL MEETING INFORMATION~~

TABLE OF CONTENTS

~~. 2016~~ [MISSING IMAGE: px_24princippxy01pg02-4c.jpg]

Principal Financial Group, Inc.'s Annual Meeting ~~2016 Annual Meeting~~ of Shareholders will be held virtually on May 21, 2024 via live webcast at meetnow.global/MVC9L9P at 9:00 a.m. Central Daylight Time. To access the virtual annual meeting, you must have the 15-digit control number that is printed in the circle in the shaded bar located on the reverse side of this form. There is no physical location for the annual meeting. As we have done in the past, Principal Financial Group, Inc. ~~Shareholders Tuesday, May 17, 2016, 9:00 a.m. Central Daylight Time 750 Park Street, Des Moines, Iowa Upon arrival, please show proof~~is taking advantage of ~~share ownership~~the Securities and ~~photo identification~~Exchange Commission’s rule that allows companies to provide proxy materials for the annual meeting via the internet to registered shareholders.Instructions to participate in the virtual annual meeting are available in our proxy statement and at ~~the registration desk. You do not need to attend the Annual Meeting to vote. q~~www.principal.com/annualmeeting. IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ~~ENVELOPE. q Proxy —~~ENVELOPE Principal Financial Group, Inc. This proxy is solicited on behalf of the Board of Directors of Principal Financial Group, Inc. for the ~~annual meeting~~Annual Meeting of ~~shareholders~~Shareholders to be held virtually via live webcast at 9:00 a.m. Central Daylight Time on May ~~17, 2016, at 750 Park Street.~~21, 2024. The shareholder ~~signator(s)~~signature(s) on this form hereby appoints ~~Timothy M. Dunbar, Terrance J. Lillis~~Deanna D. Strable-Soethout and ~~Karen E. Shaff,~~Natalie Lamarque, and each of them, proxies with full power of substitution, to vote all shares of Principal Financial Group, Inc. common stock held in the name of the ~~shareholder(s)~~shareholder at the ~~2016 annual meeting~~2024 Annual Meeting of ~~shareholders~~Shareholders and at any adjournment thereof, upon all subjects that may properly come before the annual meeting, including the matters described in the ~~Proxy Statement,~~proxy statement, subject to any directions indicated on the reverse side. If no directions are given, the proxies will vote for the election of all listed nominees and in accordance with the Board of Directors recommendations on the other matters listed on the reverse side, and at their discretion, on any other matter that may properly come before the annual meeting. ~~This proxy will be voted as directed,~~If you participate in (i) The Principal Select Savings Plan for Employees or ~~if no direction is indicated, will be voted in accordance with the Board of Directors recommendations. SEE REVERSE SIDE FOR IMPORTANT INFORMATION ABOUT VOTING BY INTERNET OR TELEPHONE.~~

MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your card, you may choose one of the voting methods outlined below. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Votes submitted by the InternetThe Principal Select Savings Plan for Individual Field (the “401(k) Plans”), or telephone must be received by 1:00 a.m., Central Daylight Time, on May 13, 2016. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Log on to the Internet and go to www.investorvote.com • Follow the steps outlined on the secured website. Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Voting Instruction Card 1234 5678 9012 345 q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Election of Directors Proposals 1.(ii) The Board of Directors recommends a vote FOR the listed nominees. The Board of Directors recommends a vote FOR Proposals 2 and 3. ForAgainst Abstain + For Against Abstain 2. Advisory vote to approve executive compensation 3. Ratification of independent auditors 01 - Michael T. Dan 02 - C. Daniel Gelatt 03 - Sandra L. Helton 04 – Blair C. Pickerell Change of Address Change of Address — Please print new address below. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMC 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X2 7 0 0 4 1 3 <STOCK#> 02B0VB MMMMMMMMM D C B A X IMPORTANT ANNUAL MEETING INFORMATION

~~. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Voting Instruction Card —~~ Principal Financial Group, Inc. ~~By signing~~Stock Separate Account (the “Stock Separate Account”), then this proxy will also constitute voting ~~instruction card, you hereby authorize~~instructions authorizing, in the case of the 401(k) Plans, Bankers Trust Company, NA of Des Moines, Iowa, as Trustee, or in the ~~Trustee~~case of the Stock Separate Account, Northern Trust Investments, Inc., as Portfolio Manager and agent for ~~The~~ Principal ~~Select Savings Plan for Employees and The Principal Select Savings Plan for Individual Field (“401(k)”),~~Life Insurance Company, respectively, as holder of plan assets invested in Principal Financial Group, Inc. common stock, to vote ~~in person~~virtually or by proxy all shares credited to your account as of March ~~22, 2016,~~27, 2024, the record date, at the ~~2016 annual meeting~~2024 Annual Meeting of ~~shareholders~~Shareholders to be held on May ~~17, 2016~~21, 2024 or at any adjournment or postponement thereof. ~~Indicate how the underlying~~Your Principal Financial Group, Inc. shares, or those that are allocated to your ~~plan account are~~401(k) Plan or to the Stock Separate Account, will be voted byin accordance with the ~~trustee by marking the boxes~~directions on the reverse side. If you sign ~~the voting instruction card~~this proxy but ~~give~~ no directions are given for your shares, the ~~trustee~~proxies will vote ~~your shares~~ for the election of all listed nominees and in accordance with the Board of Directors recommendations on the other matters listed on the reverse ~~side.~~side, and at their discretion, on any other matter that may properly come before the meeting. If you do not complete and submit this proxy, then in the ~~voting instruction card,~~case of your 401(k) Plan, the trustee will vote your shares as the trustee determines in its ~~discretion. SEE REVERSE SIDE FOR IMPORTANT INFORMATION ABOUT VOTING BY INTERNET OR TELEPHONE.~~

MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your card, you may choose onediscretion, and in the case of the voting methods outlined below. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Votes submitted by the Internet or telephone must be received by 1:00 a.m., Central Daylight Time, on May 13, 2016. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Log on to the Internet and go to www.investorvote.com • Follow the steps outlined on the secured website. Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Voting Instruction Card 1234 5678 9012 345 q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Election of Directors Proposals 1. The Board of Directors recommends a vote FOR the listed nominees. The Board of Directors recommends a vote FOR Proposals 2 and 3. ForAgainst Abstain + For Against Abstain 2. Advisory vote to approve executive compensation 3. Ratification of independent auditors 01 - Michael T. Dan 02 - C. Daniel Gelatt 03 - Sandra L. Helton 04 – Blair C. Pickerell Change of Address Change of Address — Please print new address below. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMC 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X2 7 0 0 4 1 4 <STOCK#> 02B0WB MMMMMMMMM D C B A X IMPORTANT ANNUAL MEETING INFORMATION

. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Voting Instruction Card — Principal Financial Group, Inc. By signing this voting instruction card, you hereby authorize Northern Trust Investments, Inc., Portfolio Manager of The Principal Financial Group, Inc. Stock Separate Account, to vote as agent for Principal Life Insurance Company, in person or by proxy, all shares attributable to units credited to your plan account as of March 22, 2016, the record date, at the 2016 annual meeting of shareholders to be held on May 17, 2016 or at any adjournment or postponement thereof. Indicate how your interests are to be voted by the Portfolio Manager by marking the boxes on the reverse side. If you sign the voting instruction card but give no directions, Northern Trust will vote your interests in accordance with the Board of Directors recommendations. If you do not complete the voting instruction card, Northern Trust will vote your interests in the same proportion as the shares held in the Separate Account as to which Northern Trust has received voting instructions. ~~SEE REVERSE SIDE FOR IMPORTANT INFORMATION ABOUT VOTING BY INTERNET OR TELEPHONE.~~

Instructions must be received by 1 a.m. Central Daylight Time on May 17, 2024 to be included in the tabulation. Non-Voting Items Change of Address — Please print new address below.

0001126328 3 2023-01-01 2023-12-31


~~Filed by the Registrant~~ý
~~Filed by a Party other than the Registrant~~o
~~Check the appropriate box:~~
o	(Name of Registrant as Specified In Its Charter)	~~Preliminary Proxy Statement~~
o		~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
ý		~~Definitive Proxy Statement~~
o		~~Definitive Additional Materials~~
o		~~Soliciting Material under §240.14a-12~~


~~PRINCIPAL FINANCIAL GROUP, INC.~~
(Name ~~of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~
~~Payment of Filing Fee (Check the appropriate box):~~
ý	~~No fee required.~~
o	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
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o	~~Fee paid previously with preliminary materials.~~
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~
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	~~(4)~~	~~Date Filed:~~

	Female	Male	Non-Binary	Did Not Disclose Gender
Gender Identity
Directors	51	72	0	0
Demographic Background
African American or Black	13	14	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	25	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	46	47	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Did Not Disclose Demographic Background	0	0	0	0




Name	Fees Earned or Paid in Cash			Stock Awards(1)			Total

Betsy J. Bernard		$	132,000		$	129,990	$	261,990

Jocelyn Carter-Miller		$	133,000		$	129,990	$	262,990

Gary E. Costley		$	119,000		$	129,990	$	248,990

Michael T. Dan		$	130,000		$	129,990	$	259,990

Dennis H. Ferro		$	127,500		$	129,990	$	257,490

C. Daniel Gelatt Jr.		$	123,500		$	129,990	$	253,490

Sandra L. Helton		$	142,000		$	129,990	$	271,990

Roger C. Hochschild		$	126,943		$	145,143	$	272,086

Richard L. Keyser		$	6,000		$	0	$	6,000

Luca Maestri		$	6,000		$	0	$	6,000

Blair C. Pickerell		$	83,189		$	97,866	$	181,055

Elizabeth E. Tallett		$	139,000		$	129,990	$	268,990

Named Executive Officer	2013(1)		2014		2015		Percent Increase 2014 to 2015



Zimpleman	$	925,000	$	1,000,000	$	1,000,000	0%

Houston	$	572,000	$	675,000	$	775,000	14.8%⁽²⁾

Dunbar	—		—		$	473,000	5.4%

Lillis	$	500,000	$	530,000	$	551,000	3.9%

McCaughan	$	615,000	$	634,000	$	653,000	3.0%

Valdés	$	546,000	$	563,000	$	580,000	3.0%

Name	2015 Salary		2015 Target		Final Award		% of Target



Houston	$	775,000	350%	(1)	$	1,482,000	80%	$	8,891,300

Lillis	$	551,000	100%		$	440,000	80%	$	2,523,800

Dunbar	$	473,000	70%		$	278,000	84%	$	2,685,800

McCaughan	$	653,000	300%		$	1,563,000	80%	$	5,846,500

Valdés	$	580,000	75%		$	329,000	76%	$	5,598,600

2015 Long Term Incentive Target & Grant (as % of base salary)


Named Executive Officer	Target %	Award Granted

Zimpleman	600%	600%

Houston	425%	425%

Lillis	275%	300%

Dunbar	175%	225%

McCaughan	350%	325%

Valdés	225%	250%

Performance Level	Threshold Award	Target Award	Maximum Award (150% of Target)

2015-2017 PSU Performance Scale


Payout (% of Target)⁽¹⁾	50%	100%	150%

Average ROE	7.8%	15.5%	20.2%

Average BV/Share	$31.66	$37.25	$48.43



Name	Year		Salary(1)(2)		Bonus		Stock Awards(3)(4)		Option Awards(3)		Non Equity Incentive Compensation(5)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings(6)(7)		All Other Compensation(8)		Total(9)

Zimpleman	2015	$	1,038,462	$	0	$	2,999,982	$	3,000,043	$	1,596,000	$	1,517,176	$	119,887	$	10,271,549
	2014	$	982,692	$	0	$	3,000,004	$	3,000,015	$	2,280,000	$	7,549,888	$	106,789	$	16,919,388
	2013	$	919,231	$	0	$	2,428,124	$	2,428,121	$	2,137,000	$	1,041,951	$	80,474	$	9,034,901

Houston	2015	$	735,577	$	0	$	1,434,366	$	1,434,390	$	1,482,000	$	0	$	118,193	$	5,204,526
	2014	$	592,769	$	0	$	1,115,627	$	1,115,643	$	962,000	$	1,579,560	$	106,984	$	5,472,583
	2013	$	566,923	$	0	$	1,072,505	$	1,072,513	$	858,000	$	0	$	79,460	$	3,649,400

Lillis	2015	$	567,346	$	0	$	826,516	$	826,496	$	440,000	$	0	$	51,482	$	2,711,840
	2014	$	523,077	$	0	$	795,004	$	794,986	$	604,000	$	2,921,717	$	47,410	$	5,686,194
	2013	$	494,231	$	0	$	750,001	$	749,982	$	630,000	$	811,848	$	42,651	$	3,478,713

McCaughan	2015	$	673,731	$	0	$	1,061,145	$	1,061,134	$	1,563,000	$	46,816	$	13,702	$	4,419,528
	2014	$	629,616	$	0	$	3,030,265	$	1,030,261	$	2,060,000	$	123,802	$	13,221	$	6,887,165
	2013	$	611,539	$	0	$	999,377	$	999,379	$	2,325,000	$	80,742	$	13,290	$	5,029,326

Valdés	2015	$	598,385	$	0	$	724,984	$	724,959	$	329,000	$	113,838	$	68,003	$	2,559,169
	2014	$	559,077	$	0	$	1,703,763	$	703,747	$	481,000	$	143,136	$	75,211	$	3,665,934
	2013	$	541,154	$	0	$	641,538	$	641,536	$	467,000	$	90,767	$	63,008	$	2,445,003

Dunbar	2015	$	483,577	$	0	$	532,138	$	532,099	$	278,000	$	0	$	54,824	$	1,880,638




Grant Date	Exercise Price			Volatility	Expected Term	Dividend Yield	Risk Free Interest Rate

February 25, 2013		$	30.70	53.30%	6.5 years	2.997%	1.13%

February 24, 2014		$	44.88	53.21%	6.5 years	2.496%	2.04%

February 23, 2015		$	51.33	52.21%	6.5 years	2.805%	1.80%




Named Executive Officer	Amount by Which Aggregate Grant Date Values Reported Would be Increased

Zimpleman		$	1,499,991

Houston		$	530,573

Lillis		$	717,183

Dunbar		$	266,069

McCaughan		$	362,492

Valdés		$	413,258

Name					Total



Zimpleman	$	20,333	$	99,554	$	119,887

Lillis	$	16,342	$	35,140	$	51,482

Houston	$	16,339	$	101,854	$	118,193

McCaughan	$	202	$	13,500	$	13,702

Valdés	$	4,033	$	63,970	$	68,003

Dunbar	$	6,479	$	48,345	$	54,824



	Grant	Estimated Future Payouts Under Non Equity Incentive Plan Awards					Estimated Future Payouts Under Equity Incentive Plan Awards(2)			Other Stock	Other Option		Exercise		Fair

Name	Date	Threshold		Target		Maximum(1)	Threshold	Target	Maximum	Awards	Awards(3)		Price(4)		Value(5)

Zimpleman		N/A	$	2,000,000		NA
	02/23/2015						14,611	58,445	87,668					$	2,999,982
	02/23/2015										146,845	$	51.33	$	3,000,043

Lillis		N/A	$	551,000	$	3,000,000
	02/23/2015						4,026	16,102	24,153					$	826,516
	02/23/2015										40,455	$	51.33	$	826,496
									��
Houston		N/A	$	1,858,212	$	10,400,000
	02/23/2015						6,986	27,944	41,916					$	1,434,366
	02/23/2015										70,210	$	51.33	$	1,434,390

McCaughan		N/A	$	1,959,000	$	7,400,000
	02/23/2015						5,168	20,673	31,010					$	1,061,145
	02/23/2015										51,940	$	51.33	$	1,061,134

Valdés		N/A	$	435,000	$	5,930,000
	02/23/2015						3,531	14,124	21,186					$	724,985
	02/23/2015										35,485	$	51.33	$	724,959

Dunbar		N/A	$	331,100	$	3,000,000
	02/23/2015						2,592	10,367	15,551					$	532,138
	02/23/2015										26,045	$	51.33	$	532,099



						Stock Awards

	Option Awards						Market		Equity Incentive Plan Awards:	Equity Incentive Plan Awards: Market or

Name	Number of Securities Underlying Unexercised Options Exercisable(1)	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested(2)	Value of Shares or Units of Stock that Have Not Vested		Number of Unearned Shares, Units, or Other Rights that have not vested(3)	payout value of Unearned Shares, Units, or Other Rights that have not vested(4)

Zimpleman	82,885	0	$	49.25	02/27/2016
	1,120	0	$	54.45	06/01/2016
	74,935	0	$	62.63	02/26/2017
	142,985	0	$	60.10	02/26/2018
	368,615	0	$	11.07	02/24/2019
	144,700	0	$	22.21	02/23/2020
	105,915	0	$	34.26	02/28/2021
	178,615	0	$	27.46	02/27/2022
	135,460	67,730	$	30.70	02/25/2023				88,231		$	3,968,630
	52,938	105,877	$	44.88	02/24/2024				70,672		$	3,178,827
	0	146,845	$	51.33	02/23/2025				60,255		$	2,710,270

Houston	24,870	0	$	62.63	02/26/2017
	37,080	0	$	60.10	02/26/2018
	72,350	0	$	22.21	02/23/2020
	50,200	0	$	34.26	02/28/2021
	81,865	0	$	27.46	02/27/2022
	59,833	29,917	$	30.70	02/25/2023				38,971		$	1,752,916
	19,686	39,374	$	44.88	02/24/2024				26,281		$	1,182,119
	0	70,210	$	51.33	02/23/2025				28,809		$	1,295,829

Lillis	5,525	0	$	62.63	02/26/2017
	7,380	0	$	60.10	02/26/2018
	13,505	0	$	56.42	05/19/2018
	25,655	0	$	34.26	02/28/2021
	41,840	20,920	$	30.70	02/25/2023				27,252		$	1,225,795
	14,028	28,057	$	44.88	02/24/2024				18,728		$	842,385
	0	40,455	$	51.33	02/23/2025				16,600		$	746,668

McCaughan	15,940	0	$	49.25	02/27/2016
	48,990	0	$	62.63	02/26/2017
	60,590	0	$	60.10	02/26/2018
	27,555	0	$	11.07	02/24/2019
	79,365	0	$	22.21	02/23/2020
	50,355	0	$	34.26	02/28/2021
	77,400	0	$	27.46	02/27/2022
	55,753	27,877	$	30.70	02/25/2023				36,314		$	1,633,404
	18,180	36,360	$	44.88	02/24/2024				24,270		$	1,091,665
						38,486	$	1,731,100
	0	51,940	$	51.33	02/23/2025				21,313		$	958,659

Valdés	7,480	0	$	62.63	02/26/2017
	10,375	0	$	60.10	02/26/2018
	18,390	0	$	34.26	02/28/2021
	35,790	17,895	$	30.70	02/25/2023				23,311		$	1,048,529
	12,418	24,837	$	44.88	02/24/2024				16,578		$	745,678
						19,243	$	865,550
	0	35,485	$	51.33	02/23/2025				14,561		$	654,954

Dunbar	0	26,045	$	51.33	02/23/2025				10,688		$	480,746



Participant Group	Pension Benefit Formula

Grandfathered Participants Grandfathered Participants were age 47 or older with at least ten years of service on December 31, 2005, and elected to retain the prior benefit provisions under the DB Plan and the NQDB Plan and to forego receipt of the additional matching contributions offered under the 401(k) and Excess Plans.	Defined Benefit Plan ("DB") (Traditional Formula) 39.2% of Average Compensation (the highest five consecutive years' total Pay out of the past ten years of Pay. "Pay" is the Named Executive Officer's base salary and annual incentive bonus up to the Tax Code limits) below the Integration Level (1) plus 61.25% of Average Compensation above the Integration Level. Cash Balance Plan—The Annual Pay Credits are calculated using the table below

		Annual Pay Credit
	Age+ Service Years (Points)	Contribution on All Pay	Contribution on Pay Above Taxable Wage Base(2)

	< 40	4.00%	2.00%

	40 – 49	5.50%	2.75%

	50 – 59	7.00%	3.50%

	60 – 69	9.00%	4.50%

	70 – 79	11.50%	5.75%

	80 or more	14.00%	7.00%

Messrs. Zimpleman and Lillis' benefit at retirement will be the greater of the benefit under the Traditional or Cash Balance Formulas.	NQ Defined Benefit The NQDB benefit formula for Grandfathered Participants hired before January 1, 2002 is the greater of: • 65% of Average Compensation, offset by Social Security and DB Plan benefits; or • The greater of the traditional or cash balance DB Plan benefit for Grandfathered Participants without regard to Tax Code limits, offset by the benefit that can be provided under the DB Plan. (1) The Covered Compensation Table in the Tax Code. (2) The Social Security Taxable Wage Base.

Named Executive Officer	Plan Name	Number of Years Credited Service(1)	Present Value of Accumulated Benefit at Normal Retirement Age(2)		Payments During Last Fiscal Year



Zimpleman	Qualified Pension	42	$	2,169,802	$0
	NQDB		$	24,422,262	$0

Houston	Qualified Pension	31	$	799,735	$0
	NQDB		$	2,959,958	$0

Lillis	Qualified Pension	33	$	2,112,923	$0
	NQDB		$	4,992,360	$0

Dunbar	Qualified Pension	29	$	988,056	$0
	NQDB		$	1,602,358	$0

McCaughan	Qualified Pension	7	$	205,699	$0
	NQDB		$	1,699,619	$0

Valdés	Qualified Pension	5	$	139,421	$0
	NQDB		$	289,164	$0

Named Executive Officer					Aggregate Earnings in Last Fiscal Year		Aggregate Withdrawals / Distributions	Aggregate Balance at Last Fiscal Year End(3)



Zimpleman	$	313,154	$	91,604	$	–117,418	$0	$	4,137,245

Houston	$	135,806	$	88,354	$	–28,416	$0	$	2,158,240

Lillis	$	70,281	$	28,586	$	–8,294	$0	$	780,348

Dunbar	$	51,876	$	34,845	$	–31,685	$0	$	401,333

McCaughan	$	0	$	0	$	–201,994	$0	$	2,470,085

Valdés	$	68,154	$	50,470	$	–5,743	$0	$	384,436

Named Executive Officer					Total



Zimpleman	$	2,109,171	$	556,314	$	2,665,485

Houston	$	750,676	$	468,712	$	1,219,388

Lillis	$	296,305	$	136,691	$	432,996

Dunbar	$	159,250	$	100,594	$	259, 844

McCaughan	$	998,343	$	581,568	$	1,579,911

Valdés	$	141,929	$	101,757	$	243,686

Named Executive Officer	Severance						Total



Zimpleman	$	6,000,000	$	10,000	$	0	$	6,010,000

Houston	$	775,000	$	10,500	$	5,243	$	790,743

Lillis	$	551,000	$	10,500	$	2,058	$	563,558

Dunbar	$	473,000	$	10,500	$	5,101	$	488,601

McCaughan	$	2,612,000	$	0	$	0	$	2,612,000

Valdés	$	580,000	$	10,500	$	7,791	$	598,291

Named Executive Officer	Cash Severance(1)		Spread on Previously Unvested Options		Value of Previously Unvested Restricted Stock & Performance Shares(2)						Total Termination Benefits (before taxes)



Zimpleman	$	6,000,000	$	977,772	$	9,857,727	$	46,109	$	0	$	16,881,608

Lillis	$	2,204,000	$	301,543	$	2,814,848	$	31,334	$	0	$	5,351,725

Houston	$	6,975,000	$	431,152	$	4,230,864	$	61,050	$	0	$	11,698,066

McCaughan	$	5,224,000	$	401,720	$	5,414,827	$	48,668	$	0	$	11,089,215

Valdés	$	2,030,000	$	258,024	$	3,314,711	$	61,050	$	0	$	5,663,785

Dunbar	$	1,608,200	$	130,436	$	1,241,700	$	61,050	$	0	$	3,041,386

Name



The Vanguard Group⁽²⁾	24,297,072	8.29
100 Vanguard Boulevard Malvern, Pennsylvania 19355

Wellington Management Group LLP⁽³⁾	19,825,898	6.77
c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210

Nippon Life Insurance Company⁽⁴⁾	18,137,000	6.17
3-5-12 Imabashi Chuo-ku Osaka, 541-8501, Japan

BlackRock Inc.⁽⁵⁾	15,747,569	5.40
55 East 52^nd Street New York, NY 10055

Capital Research Global Investors⁽⁶⁾	9,000,600	3.10
333 South Hope Street Los Angeles, California 90071

Betsy J. Bernard	33,493	*

Jocelyn Carter-Miller	34,080	*

Gary E. Costley	35,970	*

Michael T. Dan	39,378	*

Dennis H. Ferro	17,862	*

C. Daniel Gelatt⁽⁷⁾	368,111	*

Sandra L. Helton	41,092	*

Roger C. Hochschild	304

Richard L. Keyser	0	*

Luca Maestri	0	*

Blair C. Pickerell	0	*

Elizabeth E. Tallett	38,750	*

Timothy M. Dunbar	148,682	*

Daniel J. Houston	551,799	*

Terrance J. Lillis	254,808	*

James P. McCaughan	590,875	*

Luis Valdés	207,916	*

Larry D. Zimpleman	1,782,143	*

All Directors and Executive Officers as a group (24 persons)	5,170,534	1.78

	Years Ended Dec. 31,



(In millions, except as noted)	2015			2014			2013			2012			2011

Net income available to common stockholders per diluted share
Operating earnings per diluted share	$	4.26		$	4.41		$	3.55		$	2.69		$	2.61
Net realized capital gains (losses)	(0.44		)	(0.34		)	(0.60		)	0.14			(0.44		)
Other after-tax adjustments	0.24			(0.36		)	—			(0.25		)	(0.26		)
Adjustment for redeemable noncontrolling interest	—			(0.06		)	—			—			—

Net income available to common stockholders per diluted share	$	4.06		$	3.65		$	2.95		$	2.58		$	1.91

Net income available to common stockholders
Operating earnings	$	1,270.5		$	1,317.9		$	1,059.9		$	808.8		$	829.3
Net realized capital gains (losses)	(133.8		)	(100.5		)	(179.1		)	39.0			(141.7		)
Other after-tax adjustments	72.6			(106.3		)	(1.1		)	(74.2		)	(82.3		)

Net income available to common stockholders	$	1,209.3		$	1,111.1		$	879.7		$	773.6		$	605.3

Net income ROE available to common stockholders (including AOCI)
Operating earnings ROE (x-AOCI, other than foreign currency translation adjustment)	14.2		%	15.1		%	12.5		%	9.8		%	10.2		%
Net realized capital gains (losses)	(1.5		)%	(1.2		)%	(2.1		)%	0.5		%	(1.8		)%
Other after-tax adjustments	0.8		%	(1.2		)%	0.0		%	(0.9		)%	(1.0		)%

Net income ROE available to common stockholders (x-AOCI, other than for currency translation adjustment)	13.5		%	12.7		%	10.4		%	9.4		%	7.4		%
Net unrealized capital gains (losses)	(1.3		)%	(1.2		)%	(1.2		)%	(1.0		)%	(0.5		)%
Net unrecognized postretirement benefit obligation	0.6		%	0.3		%	0.4		%	0.4		%	0.2		%

Net income ROE available to common stockholders (including AOCI)	12.8		%	11.8		%	9.6		%	8.8		%	7.1		%

Risk and Mitigation

•
Oversees risk and mitigation related to accounting, financial controls, legal, regulatory, ethics, compliance, operations, and general business activities; and

•
Oversees the framework and policies related to enterprise risk management.

•
Oversees risk and mitigation related to liquidity, credit, market, product, and pricing activities;

•
Oversees capital management, capital structure and financing, investment policy, tax planning, and key risks associated with significant financial transactions; and

•
Provides guidance to the Human Resources Committee on the appropriateness of Company financial goals used in annual and long-term employee incentive compensation arrangements.

Human Resources

•
Oversees risk and mitigation related to the design and operation of employee compensation arrangements to confirm they are consistent with business plans and are appropriately designed to limit or mitigate risk;

•
Reviews annually an analysis of the Company’s incentive compensation plans to ensure they are designed to create and maintain shareholder value, provide rewards based on the long-term performance of the Company, and do not encourage excessive risk; and

•
Oversees succession planning and development for senior management.

Nominating and Governance

•
Oversees risk and mitigation related to the Company’s environmental, sustainability, and corporate social responsibilities, as well as the Company’s political contribution activities; and

•
Monitors whether the Board and its committees have the collective skills and experience necessary to monitor the risks facing the Company.