~~Table of Contents~~TABLE OF CONTENTS
~~Executive Compensation~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

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):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS


~~Filed by the Registrant~~ ý
~~Filed by a Party other than the Registrant~~ o
~~Check the appropriate box:~~
o		~~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~~

TABLE OF CONTENTS


~~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:~~
	~~(5)~~	~~Total fee paid:~~
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:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~

~~Table of Contents~~

~~Notice of 2021 Annual Meeting~~
~~of Shareholders and Proxy Statement~~

~~Table of Contents~~

~~Dear Fellow Shareholders:~~

You are invited to attend the annual meeting of shareholders on Tuesday, May 18, 2021, at 9:00 a.m., Central Daylight Time. Due to the continuing public health impact of the coronavirus outbreak (i.e., COVID-19) and to support the health and well-being of

From our shareholders and other stakeholders, we have decided that this year's annual meeting will be a completely virtual meeting of shareholders, which will be conducted solely online via live webcast. You will be able to participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: http://www.meetingcenter.io/290248661. The password for the meeting is PFG2021. There is no physical location for the annual meeting. As we've done in the past, Principal is taking advantage of the Securities and Exchange Commission's rule that allows companies to provide proxy materials for the annual meeting via the internet to registered shareholders.

~~The notice of annual meeting and proxy statement provide an outline of the business to be conducted at the meeting. We will also report on the progress of the Company and answer shareholder questions.~~

We encourage you to read this proxy statement and vote your shares. You may complete, date and sign a proxy or voting instruction card and return it in the envelope provided (if these materials were received by mail) or vote by using the telephone or the internet. Thank you for acting promptly.

~~Sincerely,~~

~~Daniel J.~~CEO

Dan Houston

Chairman, President, and Chief Executive Officer

Principal Financial Group®

2023 was a strong year for Principal®. With discipline and focus we continued to execute our strategy as we navigated a dynamic market environment full of challenges and opportunities. Our diversified and integrated business portfolio continued to prove resilient as we delivered on our ambitious outlook for the year, while serving the needs of our 62 million customers1. I’m proud of our persistent focus and execution, intent on maximizing your investment as a Principal shareholder.

Our business model is a true differentiator for us. Few competitors have our combination of businesses, expertise, and success across high growth markets. This unique mix positions us to meet customers’ evolving needs in ways that add value for them and set us apart from our competitors.

In 2023 we continued to strengthen our three growth drivers: asset management, retirement, and benefits and protection. We focused on opportunities for growth both within and between our lines of business—leaning into our strengths and expertise.

Evolving our asset management business

In 2023, we integrated our global capabilities across Principal Global Investors and Principal International to further strengthen our asset management business. We added key talent across our business, including our investment engine, while continuing to invest in private market and specialist public market capabilities to meet evolving client needs.

It was undoubtedly a challenging year for asset managers as retail investors navigated away from risk assets. Principal continued to benefit from our strategic diversification—across developed markets, client segments, and relationships with long-term partners in emerging markets.

We bolstered our investment capabilities and continued to innovate in the face of changing client demands. Our offerings continue to resonate with investors. For example:

•

Thanks to strong synergy between our multi-asset investment team and our retirement business, assets under management in our target date funds reached an all-time high of $91 billion, with over $1 billion in positive net cash flow in 2023. These investment solutions remain important for our retirement clients, as they offer a professionally managed portfolio that navigates the markets, with active and passive management and active asset allocation—all aligned with their investment objectives.

•

By year end, the capital committed to our Principal Alternative Credit business surpassed $2 billion since it launched in 2020. We have generated an 11% gross internal rate of return in those three years, and the current portfolio yield is 13%—a compelling offering for our clients2.

As of December 31, 2023

IRR is unlevered and is the aggregate weighted average IRR of all loans made by the Principal Alternative Credit team from July 2020 to December 2023. The Net IRR for the three years mentioned is 10.22%, reflecting the application of the top tier management fee of the portfolio. Yield is weighted average yield to maturity at time of close. Principal Alternative Credit is an investment team within Principal Global Investors.

TABLE OF CONTENTS

At the start of 2024, we announced a new 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 ~~5, 2021~~

~~Table~~2024 after 40 years with Principal. Pat guided Principal Asset Management through significant growth and change, including expansion and diversification of ~~Contents~~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.

Delivering comprehensive retirement solutions

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 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 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.

TABLE OF CONTENTS

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 than the guidance provided in 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 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. 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 our stakeholders—remains top of mind across the organization.

In 2024 I’ll celebrate my 40th anniversary with Principal, and 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 difference we’re making to increase access to financial security—for our customers and communities, in ways large and small. This includes the Principal and Principal® Foundation global community investment of more than $18 million in 2023. I encourage you to read more about this and 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.

TABLE OF CONTENTS

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 this through frequent and thoughtful engagements between the Board and the management team—working together to 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 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 note the confidence these results instill in the Board, especially because they were delivered in the 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, 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 capital to shareholders, in the 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 center of everything they do. This, coupled with earnings growth across our business, will 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 opportunity to do this work on your behalf.

Scott Mills

Lead Director
Principal Financial Group

TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders

	Proposals:			Our Board’s Recommendation:
~~Meeting Date:~~	1.	~~Tuesday, May 18, 2021~~	Election of four Directors for three-year terms	FOR each See page 10
~~Time:~~	2.	~~9:00 a.m., Central Daylight Time~~	Advisory approval of the compensation of our named executive officers	FOR See page 66
~~Location:~~	3.	~~This will be a virtual only meeting which you can join at:~~ ~~http://www.meetingcenter.io/290248661 The password~~	Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for ~~the meeting is PFG2021.~~2024	FOR See page 67

~~Agenda:~~

1.: ~~Elect four Directors;~~
2.: ~~Hold an advisory vote~~
Shareholders will also be able to ~~approve the compensation of our named executive officers;~~
3.: ~~Ratify the appointment of Ernst & Young LLP as the Company's independent auditors for 2021;~~
4.: ~~Approve the Principal Financial Group, Inc. 2021 Stock Incentive Plan; and~~
5.: ~~Transact~~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 ~~24, 2021.~~27, 2024. It is important that your shares be represented and voted at the meeting. ~~Please vote by any one~~

By Order of the ~~following methods:~~

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 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 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 card in the postage paid envelope provided.

~~By Order of the Board of Directors~~

~~Christopher J. Littlefield~~
~~Executive Vice President, General Counsel and Secretary~~

~~April 5, 2021~~

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON ~~MAY 18, 2021:~~

May 21, 2024:

The ~~2021~~2024 Proxy Statement, Annual Report ~~2021 Proxy Statement~~on Form 10-K and other proxy materials are available at
www.principal.com/~~annualmeeting.~~

~~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 document.~~

~~Table of Contents~~

~~Table of Contents~~

annualmeeting


		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
~~Agreements with Elliott~~		7

	Proposal One—Election of Directors
~~Proposal One—Election of Directors~~		810

	Corporate Governance
~~Corporate Governance~~		1419
	Board Leadership Structure		1419
	Role of the Board in Strategic Planning		20
	Role of the Board in Risk Oversight		1520
	Board Oversight of Cybersecurity Risk		21
	Succession Planning and Talent Development		1521
	Majority Voting Standard and Director Resignation Policy		1621
	Director Independence		1621
	Certain Relationships and Related Party Transactions		1622
	Board Meetings		1722
	Global Corporate Code of Conduct		1722
	Board Committees and Responsibilities		1722
	~~ESG~~Sustainability at Principal		1925

	Compensation of Non-Employee Directors
~~Directors' Compensation~~		2128
	Fees Earned by Non-Employee Directors in ~~2019~~ 2023		2229
	Non-Employee ~~Directors'~~Directors’ Deferred Compensation Plan		2229
	Restricted Stock Unit Grants		2229
	Other Compensation		2330
	~~Directors'~~Directors’ Stock Ownership Guidelines		2330
	Audit Committee Report		2330

	Executive Compensation
~~Executive Compensation~~		2532
	Compensation Discussion and Analysis ("(“CD~~&A"~~&A”)		2533
	Executive Summary ~~2020~~		33
	Our Compensation Program Philosophy		33
	Our Compensation Principles		33
	Compensation Policies		34
	2023 Company Performance Highlights		2635
	~~2020~~2023 Compensation Highlights		2736
~~Compensation Program Philosophy and Policies~~		28
	Summary of Compensation Elements		2937
	How We Make Compensation Decisions		3138
	~~2020~~2023 Executive Compensation Decisions		3340
	Key Elements of Fiscal 2023 Compensation Program ~~Base Salary~~		3440
	Base Salary ~~Annual Incentive Compensation~~		3441

	~~Long-Term~~Annual Incentive Compensation		3741
	Long-Term Incentive Compensation		44
	Timing of Stock Option Awards and Other Equity Incentives		3846
	Benefits ~~Benefits~~		3946
	Change of Control and Separation Pay		3947
	Stock Ownership Guidelines		4047
	Hedging and Pledging Policy		4048
	Repricing Policy		4048
	Clawback Policy		4048
	Gross-Up Policy ~~Trading Policy~~		4148
~~Gross-Up Policy~~		41
	Human Resources Committee Report		4148
	Risk Assessment of Employee Incentive Plans		4149


2 ~~2021 Proxy Statement~~

~~Table of Contents~~


Summary Compensation Table				4250
	Grants of Plan-Based Awards for Fiscal Year End December 31, ~~2020~~ 2023				4452
	Outstanding Equity Awards at Fiscal Year End December 31, ~~2020~~ 2023				4553
	Option Exercises and Stock ~~Vesting~~ Vested				4654
	Pension Plan Information ~~2020 CEO Pay Ratio~~				4654
	Pension ~~Plan Information~~ Distributions				4856
	Pension ~~Distributions~~ Benefits				5056
	Non-Qualified Deferred Compensation ~~Pension Benefits~~				5157
~~Non-Qualified Deferred Compensation~~		52
	Qualified 401(k) Plan and Excess Plan				5257
	Severance Plans				5359
	Change of Control Employment Agreements				5459
	Potential Payments Upon Termination Related to a Change of Control				5662
	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 Executive Compensation				5766


	Proposal ~~Three~~—Three—Ratification of Appointment of Independent ~~Registered~~ Public ~~Accountants~~ Accounting Firm				5867
	Audit Fees				5867
	Audit-Related Fees ~~Audit Related Fees~~				5867
	Tax Fees				5867
	All Other Fees				5867


	Security Ownership of Certain Beneficial Owners and Management		60
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		62

~~Proposal Four—Approve the Principal Financial Group, Inc. 2021 Stock Incentive Plan~~		6369

	Delinquent Section 16(a) Reports				70

	Questions and Answers About the Annual Meeting				71


~~Appendix A~~ ~~Principal Financial Group, Inc. 2021 Stock Incentive Plan~~		~~A-1~~
Appendix BA Executive Compensation Benchmarking Study Participants				~~B-1~~A-1

	Appendix CB Non-GAAP Financial Measure Reconciliations				~~C-1~~B-1


				~~2021 Proxy Statement~~ 3

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

~~Table~~

Proxy Summary

Voting Proposals Overview

Proposals

1	Election of Directors Our Board of Directors believes that you should vote FOR each of the listed director nominees because they have the appropriate skills and experience to oversee the direction of our company at this time.	See page 10
2	Executive Compensation (“Say-on-Pay”) 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 ~~Contents~~$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

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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

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 ~~Board~~ 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

TABLE OF CONTENTS

Skills and ~~Governance Committee (the "Committee") regularly assesses the expertise, skills, backgrounds, competencies and other characteristics~~Experience of Our Independent Directors and candidates for Board vacancies considering the current Board makeup and the Company's existing strategic initiatives, risk factors, and other relevant circumstances. The Committee also assesses Directors' and candidates' personal and professional ethics, integrity, values and ability to contribute to the Board, including current employment responsibilities. In addition to personal attributes, the Board values experience as a current or former senior executive in financial services, in international business, and with financial management or accounting responsibilities. Competencies valued by the Board include strategic and results orientation, 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. The Committee reviews the performance of each Director whose term is expiring as part of the determination of whether to recommend his or her nomination for reelection to the Board. In 2020, the performance of each Director, regardless of whether his or her term is expiring, was evaluated. Input to this process is also received from the other Directors and management and an outside consultant may be engaged to assist with these reviews. Director performance and capabilities are evaluated against desired characteristics and relevant considerations, including those noted above. Following the Committee's discussion, the outside 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 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 Chief Executive Officer ("CEO"), President, or Executive Vice President (Mr. Auerbach, Ms. Beams, Mr. Dan, Mr. Hochschild, Mr. Mills, Ms. Nordin, Mr. Pickerell, Ms. Richer, Mr. Rivera and Ms. Tallett).

The following chart shows areas central to the


4 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Company's~~ Company’s strategy, initiatives, and operations for which independent Directors have specific training and executive level experience that assists them in their Board 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

TABLE OF CONTENTS

Diversity of Our Board

The Company believes that Board diversity is an integral part of effective corporate governance, as well as our values. Diversity on our Board has been a longstanding objective of the ~~Board is a valued objective,~~Company as reflected in ~~the Board's~~our Board composition and in our Diversity Policy. ~~Therefore, in~~In addition to other considerations, including skills and expertise, the Nominating and Governance Committee reviews the ~~Board's~~Board’s diversity ~~including~~ in terms of ~~age, race,~~backgrounds, experiences, gender, generation, national origin, ~~backgrounds, experiences~~ and ~~areas of expertise,~~race when recruiting new Directors. ~~The~~

Our current Board reflects these values, ~~for example, in~~with our independent Board members comprising 42% women and 33% people of color.

The below chart provides the details of the entire Board as of April 8, 2024.

	Board Diversity Matrix (As of 4/8/2024)
	Total Number of Directors				12

	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 Clare S. Richer

Jonathan S. Auerbach, Roger C. Hochschild, Dan J. Houston, Scott M. Mills, Claudio M. Muruzabal, Blair C. Pickerell, and Alfredo Rivera

Ms. Carter-Miller

Mr. Mills

Messrs. Muruzabal and Rivera

Mses. Beams, Mitchell, Nordin, and Richer

Messrs. Auerbach, Hochschild, Houston, and Pickerell

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Board Refreshment

Our Board’s effectiveness benefits from a thoughtful Board refreshment. Since 2019, the Board has appointed six new Directors, all of whom are independent and half of whom are female Directors, increasing the gender ~~(45% female)~~diversity of our Board. The following reflects the tenure of our independent directors:

As reflected below, 50% of our independent Directors were appointed within the last six years, and ~~racial (27% people of color) composition~~the average tenure of our independent Directors as of ~~December 31, 2020 (those percentages are 50% and 25%, respectively, as of March 15, 2021).~~

~~The Board's diversity objective reflects the values of the Company as well. Principal has long been recognized as an exceptional place to work.~~

•: ~~In 2020, Pensions and Investments placed Principal on its list of Best Places to Work in Money Management for companies with 1,000 or more employees for the eighth consecutive year;~~
•: ~~IDG's Computerworld named Principal one of the 100 Best Places to Work in Information Technology for the 19th year, ranking No. 32; and~~
•: ~~Earlier this year, Fortune magazine named Principal one of its 2021 Most Admired Companies.~~

~~Principal~~April 8, 2024, is ~~consistently recognized for its commitment to fostering a diverse and inclusive environment where employees can thrive, advance, and share their unique perspectives.~~

•: ~~In 2020, Principal was again named to Forbes' list of Best Places for Women to Work;~~
•: ~~Principal was again named one of Working Mother magazine's 100 Best Companies;~~
•: ~~Principal was recognized for the 20~~^th ~~time as one of the National Association of Female Executives' Top Companies for Executive Women;~~
•: ~~Forbes named Principal one of America's Best Employers for Diversity;~~
•: ~~Principal earned a perfect score on Disability:IN's Disability Equality Index;~~

approximately seven years.

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

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement


				~~2021 Proxy Statement~~ 5

TABLE OF CONTENTS

~~Table of Contents~~

•: Principal was recognized as one of the Ethisphere Institute's World's Most Ethical Companies for the sixth consecutive year (and 10th year overall), emphasizing the commitment to leading ethical business standards and practices. Only five companies in the financial services industry earned this distinction in 2020;
•: Principal maintains 13 Employee Resource Groups and Networks in which more than 4,000 employees participate that connect employees based on similar interests or aspects of diversity, including gender equality, LGTBQ+ issues, racial equality, enabling all abilities, valuing military experience and sustainability;
•: ~~Principal ranked #32 on Diversity MBA's 50 Out Front: Best Companies to Work for Women and Diverse Managers;~~
•: ~~Principal was named a member of the 2021 Bloomberg Gender-Equality Index; and~~
•: ~~And for the 6th straight year, we received a score of 100/100 on the Corporate Equality Index, naming us one of the "Best Places to Work for LGBTQ Equality".~~

The Board's effectiveness benefits from Directors who have the necessary skills, backgrounds and qualifications and who also increase the Board's diversity. Director tenure and Board refreshment are important topics that receive considerable Board focus. The Board believes that its thorough Director performance reviews and healthy Board refreshment processes better serve Principal and its stakeholders than would mandatory term limits. Strict term limits would require that Principal lose the continuing contribution of Directors who have invaluable insight into Principal and its industry, strategies and operations because of their experience. Nevertheless, Directors' terms must not extend past the annual meeting following their 72nd birthday. The tenure of the independent Directors, following retirements that will occur immediately following the 2021 Shareholders Meeting, is listed below. The average tenure of Principal's independent Directors will be 7.27 years.

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.

One tenured Director will retire immediately following our 2021 Annual Shareholders Meeting and two additional directors will retire over the next two years continuing our process of regularly refreshing the talents and perspectives reflected on our Board.

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. These discussions provide us with helpful insight into shareholders' views on current governance topics, which are then discussed with the Nominating and Governance Committee and the full Board. This continuing process regularly supplements relevant communications regarding corporate governance made through the Company's website and by its 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. In addition, a shareholder or group of up to 20 shareholders, owning 3% or more of the Company's outstanding common stock ("Common Stock") continuously for at least three years, can nominate director candidates, constituting up to 20% of the Board, in the Company's annual meeting proxy materials.


6 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Agreements with Elliott.~~

On February 21, 2021, PFG entered into a cooperation agreement (the "Cooperation Agreement") with Elliott Investment Management L.P. and certain of its affiliates (collectively, "Elliott"). The below is a summary of the Cooperation Agreement, which does not purport to be complete and is qualified in its entirety by reference to that agreement, a copy of which is attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2021. and is incorporated herein by reference (the "8-K").

Pursuant to the Cooperation Agreement, the Board, upon the recommendation of the Nominating and Governance Committee (the "Nominating Committee"), appointed Mary Elizabeth "Maliz" Beams to the Board and to the Board's Finance Committee (the "Finance Committee"). Ms. Beams was appointed as a Class I member of the Board, with an initial term expiring at the 2023 Annual Meeting of Shareholders. She will receive compensation consistent with that received by the Company's other non-employee Directors. She also entered into a customary indemnification agreement with the Company in the same form entered into by the other Directors. The Board affirmatively determined, upon the recommendation of the Nominating Committee, that Ms. Beams qualifies as "independent" under the rules of the Nasdaq Global Select Market LLC.

In addition, the Company and Elliott agreed to cooperate to identify and mutually agree upon an additional independent Director with expertise and skills as determined by the Nominating Committee (together with Ms. Beams, the "New Directors"). The Board agreed to appoint the additional New Director to the Board by September 30, 2021, subject to customary on-boarding processes.

The Cooperation Agreement provides for customary Director replacement rights for the New Directors during the period ending on the 30th day prior to the deadline for the submission of stockholder nominations for non-proxy-access Director candidates for the Company's 2022 Annual Meeting of Shareholders (the "Cooperation Period") and similar rights apply if Ms. Beams ceases to serve on the Finance Committee prior to the Company's proposed Investor Day, which will occur on or before June 30, 2021 (the "Investor Day"). Elliott's rights in connection with identifying such substitutes terminate at such time as Elliott's net long economic exposure to the Company's common stock falls below 2%.

Under the terms of the Cooperation Agreement, Elliott agreed to abide by customary standstill restrictions (subject to certain exceptions relating to private communications to the Company) during the Cooperation Period, which restrictions terminate upon the occurrence of certain events, including, among other things, the Company's material breach of the Cooperation Agreement and the Company's entry into certain change of control and other extraordinary transactions. Under the Cooperation Agreement, Elliott has agreed to appear in person or by proxy at any annual or special meeting of the Company's stockholders held during the Cooperation Period and to vote (i) in favor of the slate of Directors nominated by the Board for election, and in accordance with the recommendations of the Board on all other proposals and (ii) against the removal of any incumbent Directors or the election of any Director nominees not recommended by the Board; provided, however, that if both Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to any of the Company's proposals at any such meeting (other than proposals relating to the election or removal of Directors, the size of the Board, or filling vacancies on the Board), Elliott is permitted to vote in accordance with the ISS or Glass Lewis recommendation. The Company and Elliott also agreed to customary mutual non-disparagement obligations, and that the size of the Board would not be increased to greater than 14 members during the Cooperation Period.

Concurrently with their entry into the Cooperation Agreement, the Company and Elliott entered into an information sharing agreement (the "Information Sharing Agreement") to enable the Company to share with Elliott certain confidential information related to a review to be overseen by the Finance Committee in advance of the Investor Day.

There are no arrangements or understandings between Ms. Beams and any other person pursuant to which Ms. Beams was elected to the Board, other than with respect to the matters referred to in the 8-K.


				~~2021 Proxy Statement~~ 7

~~Table of Contents~~

Proposal One—Election of Directors

~~The~~

Our Board 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 expect that all the nominees will be able and willing to serve if elected. However, if, prior to the ~~annual meeting of shareholders,~~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 ~~2021~~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 the nominees for election at the 2024 Annual Meeting.

Nominees for Class II Directors ~~With~~with Terms Expiring in 2024




Roger C. Hochschild Age: 56 59 Director Since: 2015	Committees: Finance and Nominating and Governance (Chair) ~~Public Directorships:~~	Career Highlights: Mr. Hochschild retired from Discover Financial Services, ~~Mr. Hochschild has been~~ a digital banking and payment services company, after serving as the company’s President and Chief Executive Officer ~~and President of Discover Financial Services since October 1, 2018.~~from 2018 until August 2023. Prior to ~~that,~~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 ~~since 2004. He~~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 from 2001 to 2004, Chief Marketing Officer of Discover Financial Services from 1998 to 2001 and~~Stanley. He served as a Senior Executive Vice President of MBNA America Bank from 1994 to 1998. He Mr. Hochschild has been a Director ~~for~~of Chicago Public Media since ~~October of~~ 2016. Key Skills and Qualifications: Mr. Hochschild ~~has~~brings to the Board executive ~~level~~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, ~~talent management, executive compensation, financial services, marketing, mergers & acquisitions, product development, risk management~~ and ~~strategic planning.~~ technology. Education: ~~Bachelor's~~ 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


Notice of 2024 Annual Meeting of Shareholders and Proxy Statement			10

TABLE OF CONTENTS

	Daniel J. Houston Age: 62 Director Since: 2014 Committees: Executive (Chair)
~~Daniel J. Houston~~ ~~Age: 59~~ ~~Director Since: 2014~~		~~Committees:~~ ~~Executive (Chair)~~ Career Highlights:Mr. Houston has been Chairman, President, and Chief Executive Officer of the Company, and its wholly owned subsidiary, Principal Life Insurance Company, ~~("Principal Life")~~ since ~~2016. Prior to that, he was President and Chief Executive Officer from August 2015-May 2016.~~2015. He served as President and Chief Operating Officer from ~~November 25, 2014-August 17,~~2014 to 2015. He Mr. Houston joined ~~Principal Life~~the Company in 1984 and ~~had several management positions, being named Senior Vice~~has served in various executive leadership roles, including serving as President, ~~in 2006~~Retirement, Insurance and ~~President of Retirement and Income Solutions in 2008. He is immediate past Chair~~Financial Services of the ~~board~~Company and Principal Life Insurance Company. Mr. Houston is past Chairman of ~~directors~~the Board of Directors of the American Council of Life Insurers and also serves on the ~~boards~~Board of Directors of the Iowa Business Council, Greater Des Moines Partnership, Employee Benefits Research Institute, Iowa State University Business School ~~Dean's~~Dean’s Advisory Council, Partnership for a Healthier America, and Community Foundation of Greater Des Moines. Key Skills and Qualifications: Mr. Houston ~~has~~brings to the Board extensive executive leadership and operational expertise, global awareness, and deep talent leadership ~~skills. During~~skills through his ~~career with~~experience of leading a large global financial services public company, including leading the ~~Company, he has worked in sales, managed numerous businesses and helped lead the~~Company’s transformation ~~of the Company~~ to a global investment management leader. ~~He has extensive operational experience, as well as expertise in risk management, executive compensation, talent management, marketing and sales, and mergers and acquisitions.~~ Education: ~~Bachelor's~~ Bachelor of Science degree from Iowa State University. Other Public Company Boards: None


Notice of 2024 Annual Meeting of Shareholders and Proxy Statement			11


8 ~~2021 Proxy Statement~~

TABLE OF CONTENTS

~~Table of Contents~~


Diane C. Nordin Age: 65 Director Since: 2017 Committees: Audit (Chair) and Finance

~~Diane C. Nordin~~ ~~Age: 62~~ ~~Director Since: 2017~~		~~Committees:~~ ~~Audit and Finance~~ ~~Public Directorships:~~ ~~Fannie Mae (Vice Chair of the Board, member Audit, Risk Policy and Executive Committees, Chair of the Compensation Committee)~~ Career Highlights:Ms. Nordin was a partner of Wellington Management Company, LLP, a private asset management company, from ~~December~~ 1995 to ~~December 2011, having originally~~2011. She joined Wellington in 1991. Throughout her tenure ~~Ms. Nordin's~~at Wellington, she served in various executive roles and had responsibilities ~~spanned~~that included product management and client relationship ~~management and ultimately the oversight of Wellington's~~management. She oversaw Wellington’s Fixed Income group, where she was responsible for approximately 20 investment approaches and 130 investors globally. ~~During her time at Wellington,~~ Ms. Nordin served as Vice Chair of the Compensation Committee and Audit Chair of the Wellington Management Trust Company, in addition to other committee service throughout her tenure. Prior to joining Wellington, she worked at Fidelity Investments and Putnam Advisory. Ms. Nordin joined the Board of Directors of Wellington Trust Company in December 2023, and she is a ~~Director of Fannie Mae (since 2013) where she serves as Vice Chair~~Trustee of the Wellington Management Foundation Board ~~member~~ of ~~the Executive, Audit and Risk Policy Committees and chairs the Compensation Committee. Also, she is~~Trustees. Since 2016, Ms. Nordin has been a director of Antares Capital, an alternative asset manager and financing provider for private equity-backed borrowers, where she is Chair of the Compensation ~~Committee (since 2016).~~Committee. She is a governor of the CFA Institute (since 2016) where she is past Chair of the Board of Governors as well as the Audit and Risk Committee and currently serves as a member of the Risk, Executive and People and Culture Committees and as Chair of the Nominations Committee. Ms. Nordin ishas been an Emeritus Trustee of Wheaton College ~~(2010-present)~~since 2010, where she chaired the Investment Committee and served on the Audit Committee. In 2022, Ms. Nordin was appointed as Trustee of Financial Analysts Foundation and was elected a Trustee of Financial Accounting Foundation board, an independent private organization responsible for the oversight, administration, and finances of FASB and GASB, serving on the Appointments and Oversight Committees. From 2016 until 2022, she served as a governor of the CFA Institute, where she was the Chair of the Board of Governors, as well as the Chair of Audit, Risk, and Nominations Committees. She ~~formerly~~also served as a member of CFA’s Risk, Executive, and People and Culture Committees and Chair of the Governance Committee. Ms. Nordin serves on the New York State Common Fund Investment Advisory Committee in a pro bono capacity. She previously served as a Board member, Executive and Compensation Committee member, and Investment Committee Chair of the Appalachian Mountain Club, the oldest conservation organization in the United States. Key Skills and Qualifications: Ms. Nordin ~~also serves on~~brings to the ~~NY State Common Fund Investment Advisory Committee in~~Board executive leadership experience, including through her service as a ~~pro bono capacity.~~ ~~Skills and Qualifications:~~ ~~In addition to her extensive~~partner of an asset management firm, as well as executive-level experience in ~~the asset management business, Ms. Nordin has executive level experience in~~financial services, accounting and finance, ~~talent management executive compensation, financial services,~~ international operations, marketing, product development, risk management, and strategic planning. Education: ~~Bachelor's~~ Bachelor’s degree from Wheaton College (MA)~~. Ms. Nordin~~ 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).


Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
12

TABLE OF CONTENTS

[MISSING IMAGE: ph_riveraalfredo-bw.jpg]

Alfredo Rivera

Age: 60
62
Director Since: ~~November~~ 2020

Committees: Audit and Human Resources

~~Public Directorships:~~ ~~Coca-Cola HBC AG~~

Career Highlights:Mr. Rivera ~~has been~~is the retired President of the North America Operating Unit of The Coca-Cola Company, ~~since 2020. In~~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 ~~role, he helps~~retirement in March 2023.

He helped lead ~~the company's~~The Coca-Cola Company’s transformation to emerge stronger as a total beverage company, enabled by a ~~globally-networked~~globally networked organization. Mr. Rivera ~~has been a veteran of the global Coca-Cola system for 35 years and~~ joined The Coca-Cola Company in ~~1997. Prior to his current role he~~1997 and served in various executive leadership roles, including serving as President, Latin America from ~~2016-2020,~~2016 to 2020 and President, Latin Center Business Unit from ~~2013-2016, Vice President~~2013 to 2016. Mr. Rivera was a director of ~~Operations Mexico~~the Coca-Cola Hellenic Bottling Company from ~~2006-2012 and prior~~2018 to ~~2006 held other global positions with Coca-Cola.~~

2021.

Key Skills and Qualifications: Mr. Rivera ~~has~~brings to the Board executive ~~level~~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, ~~(retail), international,~~executive compensation, human resources and talent management, marketing, strategic planning, ~~sustainability/ESG,~~ and ~~technology.~~

sustainability/ESG.

Education: ~~Bachelor's~~ Bachelor’s degree and ~~MBA~~M.B.A. from the University of Southern ~~Mississippi;~~Mississippi and completed the Advanced Management Program at Harvard Business School.

Other Public Company Boards: None


Notice of 2024 Annual Meeting of Shareholders and Proxy Statement			13


				~~2021 Proxy Statement~~ 9

TABLE OF CONTENTS

~~Table of Contents~~

Continuing Class III Directors ~~With~~with Terms Expiring in ~~2022~~

2025




~~Michael T. Dan~~ ~~Age: 70~~ ~~Director Since: 2006~~		~~Committees:~~ ~~Human Resources and Nominating and Governance~~ Mr. Dan was Chairman, President and Chief Executive Officer of The Brink's Company, a global provider of secure transportation and cash management services, from 1999-2011. The Brink's Company had 70,000 employees worldwide, operations in over 100 countries and $3.8 billion in revenue in 2011. Prior to joining Brink's, Mr. Dan served as President of Armored Vehicle Builder, Inc. ~~Skills and Qualifications:~~ In addition to leading and being responsible for financial management of Brink's, Mr. Dan has executive level experience in international operations, risk management, talent management, strategic planning, brand management, executive compensation, customer service, marketing and mergers and acquisitions. ~~Education:~~ ~~Studied business and accounting at Morton College in Cicero, Illinois, and completed the advanced management program at Harvard Business School.~~



~~Sandra L. Helton~~ ~~Age: 71~~ ~~Director Since: 2001~~		~~Committees:~~ ~~Audit (Chair), Finance and Executive~~ ~~Public Directorships: OptiNose, Inc. (Chair of Audit Committee), Covetrus Inc. (Chair of Audit Committee, member of Nominating and Governance Committee)~~ ~~Former Public Directorships/Past 5 Years:~~ ~~Covance, Inc.; Lexmark International, Inc.~~ Ms. Helton was Executive Vice President and Chief Financial Officer-Telephone and Data Systems, Inc. ("TDS"), a diversified telecommunications organization that includes United States Cellular Corporation, from 1998 through 2006. In her role, Ms. Helton had responsibility for the Finance, Information Technology, and other corporate functions. Prior to joining TDS, Ms. Helton spent 26 years with Corning Incorporated, where she held engineering, strategy and finance positions, including Senior Vice President and Treasurer from 1991-1997. She also served as Vice President and Corporate Controller of Compaq Computer Corporation from 1997-1998. ~~Skills and Qualifications:~~ Ms. Helton has global executive level experience in corporate strategy, finance, talent management, accounting and control, treasury, investments, information technology and other corporate administrative functions, as well as extensive corporate governance experience. ~~Education:~~ Bachelor's degree in mathematics, summa cum laude, from the University of Kentucky, and an S.M. from Massachusetts Institute of Technology's Sloan School with double majors in Finance and Planning & Control.

[MISSING IMAGE: ph_blairpickerell-bw.jpg]


10 ~~2021 Proxy Statement~~

~~Table of Contents~~




Blair C. Pickerell Age: 64 67 Director Since: 2015		Committees: Finance and Nominating and Governance	Career Highlights: Mr. Pickerell was Head of Asia of Nikko Asset Management from 2010 to 2014 and served as its Chairman, Asia from 2014 to 2015. From 2007 to 2010, he was Chief Executive Officer, Asia, at Morgan Stanley Investment Management. Mr. Pickerell has also served as Chief Executive, Asia Pacific, of HSBC Asset Management and as Chairman of Jardine Fleming Funds. His current international service includes memberships on the Supervisory Committee for the Tracker Fund of Hong Kong, the International Advisory Council of the Faculty of Business and Economics of The University of Hong Kong, and Chairman of the Harvard Business School Association of Hong Kong. Key Skills and Qualifications: Mr. Pickerell brings to the Board executive leadership experience and extensive experience in investment, asset management, and financial services industries, 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 accounting and finance, product development, risk management, and strategic planning. He is fluent in Mandarin Chinese. Education: Bachelor’s and master’s degrees from Stanford University and an M.B.A. from Harvard Business School. Other Public ~~Directorships:~~Company Boards: Current: Link Real Estate Investment Trust (Nomination Committee and Chair of the Remuneration Committee); Dah Sing Banking Group Limited ~~(Risk~~(Chair of the Risk Management and Compliance Committee and a member of the Audit Committee); First Pacific Company Limited (Finance and Corporate Governance Committees) ~~Former Public Directorships/Past 5~~. Within Last Five Years: Dah Sing Financial Holdings ~~Limited~~ Mr. Pickerell served as Head of Asia of Nikko Asset Management from 2010-2014 and Chairman Asia from 2014-2015. From 2007-2010, he was CEO, Asia, at Morgan Stanley Investment Management. He has also served as Chief Executive, Asia Pacific, of HSBC Asset Management and as Chairman of Jardine Fleming Funds. Mr. Pickerell's current international service includes memberships on the Supervisory Committee for the Tracker Fund of Hong Kong; on the International Advisory Council of the Faculty of Business and Economics of The University of Hong Kong; and Chairman of the Harvard Business School Association of Hong Kong. ~~Skills and Qualifications:~~ In addition to his extensive leadership record in the investment and asset management and financial services industries, Mr. Pickerell has executive level experience in retail consumer, talent management, international, marketing, mergers & acquisitions, product development and strategic planning. He is fluent in Mandarin Chinese. ~~Education:~~ ~~Bachelor's and master's degrees from Stanford University and an M.B.A. from Harvard Business School.~~
Limited.
	Clare S. Richer Age: 65 Director Since: 2020 Committees: Audit, Finance (Chair) and Executive

~~Clare S. Richer~~ ~~Age: 62~~ ~~Director Since: May 2020~~		~~Committees:~~ ~~Audit and Finance (Chair)~~ ~~Public Directorships:~~ Bain Capital Specialty Finance Co. (member of the Audit, Compensation and Nominating/Governance Committees), State Street Global Advisors SPDR ETF Mutual Funds (member of the Audit Committee), Trustee of the University of Notre Dame (member of the Compensation, Investment, Finance and Audit Committees), and the Alzheimer's Association, MA/NH. Career Highlights:Ms. Richer was Chief Financial Officer of Putnam Investments, a global asset management firm (now part of Franklin Templeton), from ~~2008-2017 and has more than 25 years of investment management experience.~~2008 to 2017. Prior to joining Putnam, Ms. Richer held several roles at Fidelity Investments from ~~1983-2008.~~ 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: In addition to having deep experience in governance, compliance and risk in highly volatile, heavily scrutinized environments,~~Qualifications: Ms. Richer ~~has~~brings to the Board extensive executive ~~level~~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, ~~asset and investment management, executive compensation, financial services, human resources and talent management,~~ 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).


Notice of 2024 Annual Meeting of Shareholders and Proxy Statement			14

TABLE OF CONTENTS

	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.
				~~2021 Proxy Statement~~ 11

~~Table of Contents~~

Continuing Class I Directors ~~With~~with Terms Expiring in ~~2023~~

2026




Jonathan S. Auerbach Age: 58 61 Director Since: 2019	Committees: Finance and Nominating and Governance	Career Highlights:Mr. Auerbach ~~has been~~was Executive Vice President, Chief Strategy, Growth and Data Officer of PayPal Holdings, Inc. ~~since 2015. In his role, he leads PayPal's~~, a financial technology company, from 2015 until 2023. He led PayPal’s global strategy, acquisitions, partnerships, advanced analytics and data science, ~~and~~ 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, heMr. Auerbach was Chief Executive Officer of ~~SingTel's~~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 ~~has~~brings to the Board executive ~~level~~leadership experience through his service as an executive vice president of a financial technology company, as well as executive-level experience in international ~~mergers & acquisitions,~~operations, financial services, marketing, product development, risk management, strategic planning, sustainability/ESG, and technology. Education: ~~Bachelor's~~ Bachelor’s degree from Dartmouth College, and a B.A. and M.A. from Oxford University. Other Public Company Boards: None.


Notice of 2024 Annual Meeting of Shareholders and Proxy Statement			15

TABLE OF CONTENTS

	Mary E. “Maliz” Beams Age: 68 Director Since: 2021 Committees: Audit and Finance
~~Mary E. Beams~~ ~~Age: 64~~ ~~Director Since: February 2021~~		~~Committees:~~ ~~Finance~~ ~~Former Public Directorships/Past 5 Years:~~ ~~BrightSphere Investment Group (Audit and Compensation Committees)~~ Career Highlights: Since December 2022, Ms. Beams has been the Chief Executive Officer of the Long-Term Stock Exchange, a national securities exchange registered with the SEC. She previously served as the ~~CEO~~Chief Executive Officer of Retirement Solutions at Voya Financial Inc. from 2011 until 2015. ~~She also served as Counselor at the Department of State from June to December 2017.~~ Prior to joining Voya, ~~she~~Ms. Beams served in various executive leadership roles, including serving as President and Chief Executive Officer of TIAA-CREF Individual & Institutional Services, LLC from 2004 to ~~2010; Partner and Managing Director of Zurich Scudder Investments, Inc. from 1997 to 2003,~~2010, Senior Managing Director of Fleet Investment Advisors, Inc. from 1993 to ~~1997;~~1997, Senior Vice President of Retail Banking of Citibank from 1984 to 1988, and Director of the Consumer Card Group of American Express Company from 1988 to ~~1993;~~1993. Ms. Beams currently serves as a member of the Global Advisory Board of Salesforce and ~~Senior Vice President~~was a former Counselor of ~~Retail Banking~~the Department of ~~Citibank from 1984 to 1988.~~ State. Key Skills and Qualifications: Ms. Beams ~~has~~brings to the Board executive ~~level~~experience, including through her service as a chief executive officer of a retirement services solutions business unit of a health, wealth and investment management public company. She also brings to the Board executive-level experience in ~~accounting and finance,~~financial services, asset and investment management, ~~consumer (retail), institutional, executive compensation, financial services, human resources/talent management,~~accounting, international ~~marketing, distribution, mergers and acquisitions, product~~operations, products development, risk management, strategic planning, sustainability/ESG and technology. Education: ~~Bachelor's~~ Bachelor’s degree in English from Boston College, a Certificate of Special Studies in Strategic Planning from Harvard University, and an M.B.A. in Marketing and Finance from Columbia University.


12 ~~2021 Proxy Statement~~

~~Table of Contents~~




~~Jocelyn Carter-Miller~~ ~~Age: 63~~ ~~Director Since: 1999 (Principal Life), 2001 (the Company)~~		~~Committees:~~ ~~Human Resources (Chair) and Nominating and Governance~~ Other Public ~~Directorships:~~ ~~Arlo Technologies, Inc. (Audit Committee, Chair of Compensation Committee); Interpublic~~Company Boards: Current: None. Within Last Five Years: BrightSphere Investment Group, ~~of Companies, Inc. (Audit and Executive Committees, Chair of Corporate Governance Committee)~~ ~~Former Public Directorships/Past 5 Years:~~ ~~Netgear,~~ Inc. (Audit and Compensation Committees) .

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Jocelyn Carter-Miller

Age: 66
Director Since: 1999
(Principal Life),
2001 (the Company)
Committees: Human Resources (Chair), Nominating and Governance 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. ~~She~~

Ms. Carter-Miller serves on ~~non-profit boards and is~~ the ~~Membership Chair for NACD Florida and~~Board of Directors of nonprofit organizations, including The National Association of Corporate Directors. She was a former President of the League of Women Voters of Broward County.

Ms. Carter-Miller ~~was a 2013~~is an NACD Directorship 100 ~~Honoree,~~recipient and has been recognized as a Savoy ~~Power 300: 2016~~ Most Influential Black Corporate Directors ~~Honoree,~~ and a ~~2017 Directors~~Director & Boards Director to Watch.

Key Skills and Qualifications: ~~In addition to her marketing leadership background,~~ Ms. Carter-Miller ~~has~~brings to the Board executive ~~level~~leadership experience, as well as experience in marketing, brand management, and international operations, including through her service as executive vice president of a publicly traded company that provides products, supplies, and technology solutions. She also brings to the Board executive-level experience in accounting ~~consumer, brand management, advertising, sales, multinational companies, international operations, marketing,~~and finance, executive compensation, human resources and talent management, ~~mergers and acquisitions, product development, project management, strategic planning, technology and~~ leadership development and ~~training. She also has passed the certified public accountant exam.~~

training, risk management, product development, strategic planning, sustainability/ESG, and technology.

Education: ~~Bachelor's~~ Bachelor’s degree in ~~Accounting~~accounting from the University of Illinois and an M.B.A. in Finance and Marketing from the University of Chicago.

She also has passed the certified public accountant examination.

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).


Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
17

TABLE OF CONTENTS

	Scott M. Mills Age: 53 55 Director Since: 2016		Lead Director since 2020 Committees: Audit, Human Resources and Executive ~~Mr. Mills has been Lead Director since January 2020.~~				Career Highlights:Mr. Mills has been President and Chief Executive Officer of BET Media Group, an American entertainment company, since 2021. Prior to that role, he served as President of BET Networks ~~since January 1, 2018. Prior to that, he was~~from 2018 through 2021. From 2015 through 2017, Mr. Mills served as Executive Vice President and Chief Administrative Officer of Viacom, Inc. ~~from 2015 through 2017 and~~, a former multinational mass media conglomerate. He served as Executive Vice President of Human Resources and Administration of Viacom from 2012 to 2015. ~~Prior to that, he was~~ Mr. Mills previously served as President and Chief Operating Officer, ~~of Viacom's BET Networks unit, where he previously served as~~ Chief Financial Officer and President of Digital ~~Media. He~~Media of Viacom’s BET Networks unit. Prior to joining BET, he worked in investment banking and served as Deputy Treasurer for the City of ~~Philadelphia before joining BET.~~ Philadelphia. Key Skills and Qualifications: Mr. Mills ~~has~~brings to the Board executive ~~level~~leadership experience and investment management experience through his service as a chief executive officer of an entertainment company and his prior work in asset and investment management. He also brings to the Board executive-level experience in accounting and finance, ~~asset and investment management,~~ executive compensation, human resources and talent management, ~~financial services,~~ marketing, product development, strategic planning, and technology. Education: ~~Bachelor's~~ Bachelor’s degree in economics from the Wharton School of the University of Pennsylvania. Other Public Company Boards: None.
	Claudio N. Muruzabal Age: 63 Director Since: 2021 Committees: Human Resources and Nominating and Governance				Career Highlights: Mr. Muruzabal has served as the Chief Business Officer of SAP, a 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 Latin American start-up company into a global management and information technology consulting business. Mr. Muruzabal also previously served as Vice President of Teradata Corporation in Latin America and the Caribbean and worked at NCR Corporation for over 20 years, where he held various senior executive positions. Mr. Muruzabal has been recognized consecutively from 2016 to 2023 with the HITEC 50 Award, as one of the top 50 most influential and notable Hispanic Professionals in the information technology industry. In 2019, he was recognized by the Council of the Americas organization with the “Technology Leader of the Year” Bravo Award. Key Skills and Qualifications: Mr. Muruzabal brings to the Board executive leadership experience and technology and international operations experience, including through his service as president and chairman of various business units of a publicly traded multinational software company. He also brings to the Board executive-level experience in accounting and finance, marketing, product development, strategic planning, and sustainability/ESG. Education: Bachelor’s degree from the Catholic University of Argentina with double major in Business Administration and Accounting, and Global Executive M.B.A. from The Fuqua School of Business at Duke University. Other Public Company Boards: None.


Notice of 2024 Annual Meeting of Shareholders and Proxy Statement			18


				~~2021 Proxy Statement~~ 13

TABLE OF CONTENTS

Corporate Governance

~~Table~~

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:

•

Super-majority of independent Directors (11 out of 12);

•

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

•

~~Majority of independent Directors (12 out of 13);~~

•

All key committees (i.e., Audit, Finance, Human Resources, and Nominating and Governance Committees) are composed entirely of independent Directors;

•

Strong independent Lead Director;

•

Director resignation policy if the support of a majority vote of shareholders is not achieved;

•

Policy regarding ~~Directors'~~Directors’ service on other public company boards;

•

Board and committee self-assessments conducted annually;

•

Director evaluations conducted no less frequently than in connection with Director nomination ~~process (all Directors were evaluated in 2020);~~

process;

•

Robust stock ownership guidelines for Directors;

•

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

•

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

•

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

•

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

•

Multiple executive sessions involving solely independent Directors at each regularly scheduled Board meeting; and

•

Robust policies and procedures concerning the identification of and monitoring for conflicts of interest across the organization.

Board Leadership Structure

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

The Board believes that its current leadership structure, in which the roles of Chairman ~~of the Board~~ and CEO ~~have been held by two people or~~are combined, ~~and held by one person, depending on circumstances. Currently, Daniel J. Houston is the Chairman and CEO. Since 1990, the Board has had a~~an 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. Whether to separate or combine~~leadership and decides the ~~Chairman 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. ~~Principal has separated~~Currently, Daniel J. Houston is our Chairman, President, and CEO. Scott Mills, the roles of Chairman of the Board and CEO during periods of senior executive management transition, with the prior Chairman retaining that position as the newly appointed CEO assumes new responsibilities. The Board prefers this flexible approach to a requirement that the positions of Chairman and CEO be combined or separate. Mr. Mills, thecurrent independent Lead Director, was ~~selected~~appointed by the independent Directors and assumed ~~this~~that role in 2020. The Nominating and Governance Committee reviews the appointment of Lead Director annually.

The Lead Director and the Chairman jointly ~~decide on~~determine the ~~Board's~~Board’s agenda for each regular quarterly meeting, ~~and the Lead Director seeks~~with input ~~on the agenda~~ 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 when the Chairman is not ~~present;~~present, plans and leads ~~executive sessions~~Executive Sessions of independent Directors, ~~("Executive Sessions");~~ leads the ~~Board's~~Board’s annual ~~self-evaluation;~~self-evaluation, calls special Board meetings if the Chairman is unable to ~~act;~~act, and leads the ~~Board's~~Board’s CEO succession planning discussions. Executive


14 ~~2021 Proxy Statement~~

~~Table of Contents~~

Sessions generally occur at the start

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

and end of each regularly scheduled Board meeting and were held in conjunction with each regularly scheduled Board meeting during ~~2020.~~

2023.

Role of the Board in Strategic Planning

As part of its 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 in which strategic initiatives are discussed. In addition, each year during the 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 the 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, 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~~addresses specific risks that the Company faces, including finance risk; product and ~~risk consulting function.~~

pricing risk; operational and business risk; and strategic risk.

The Board oversees ~~management's execution and performance of its~~our risk management ~~responsibilities.~~ both directly and indirectly through its standing committees as described below.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Board Oversight of Cybersecurity Risk

The ~~Board reviews strategic threats, opportunities, and risks Principal and~~Board’s role in our risk management includes its ~~businesses or functions are managing. This includes~~ oversight of risks ~~such as credit, market, liquidity, product, operational, cybersecurity, reputational and general business risk that are 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 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 Finance Committee also provides guidance to the Human Resources Committee on the appropriateness of Company financial goals used in annual and long-term employee incentive compensation arrangements.

~~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 annually reviews 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. The Human Resources Committee also oversees succession planning and development for senior management.

~~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 whether thefull Board ~~and its committees 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, including 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 input on ~~these issues~~cybersecurity matters from external entities such as our independent auditor, regulators, and consultants. ~~These activities provide~~Each of these steps furthers the ~~Board with a greater understanding of the material risks we face, the level of risk in matters presented for Board approval, and how risks are related.~~

The Board views cybersecurity risk in the context of the overall management of risk for our global enterprise, involving people, processes, and technology. As a financial services company, the Board understands the persistent and dynamic nature of cyber threats and the importance of remaining prepared to defend against and respond to these threats. It is treated as a Board level matter, and the Board receives regular reports from the Chief Information Officer, the Chief Information Security Officer, and other professionalsBoard’s efforts to ensure ~~management has~~that we have established and isare proactively maintaining an ~~enterprise wide cyber~~enterprise-wide cybersecurity risk program with ~~necessary~~appropriate policies, practices, and controls designed to ~~manage~~ensure resiliency in the ~~risk and ensure resiliency.~~

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 executive positions.

In addition, the Human Resources


				~~2021 Proxy Statement~~ 15

~~Table of Contents~~

Committee regularly discusses the talent pipeline for critical roles at a variety of organizational levels, including CEO. A comprehensive review of executive talent, including assessments by an independent consulting firm engaged by the Human Resources Committee, determines ~~participants'~~an executive’s readiness to take on additional leadership roles and identifies the developmental and coaching opportunities needed to prepare ~~them~~executives for greater responsibilities. ~~High potential~~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, which will decide whether to accept the resignation. The ~~Board's~~Board’s decision and reasons 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~~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 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 ~~2021,~~2024 based on:

•

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

•

Questionnaires completed by each 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. Beams, Ms. Carter-Miller, Mr. ~~Dan, Ms. Helton, Mr.~~ Hochschild, Mr. Mills, Ms. Mitchell, Mr. Muruzabal, Ms. Nordin, Mr. Pickerell, Ms. Richer, and Mr. ~~Rivera, and Ms. Tallett.~~Rivera. The Board also determined that all current members of the Audit, Finance, Human Resources, and Nominating and Governance Committees are independent. No Director other than Mr. Houston has been employed by the Company at any time. Betsy Bernard and Daniel Gelatt retired from Board service in May 2020 and during their service were determined by the Board to have had no material relationship with the Company and to be independent.

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

•: Ms. Helton, Mr. Pickerell, Mr. Rivera and Ms. Tallett are customers of the Company's subsidiaries. Prior to the Demutualization (see page 74), Directors were required to own an insurance policy or annuity contract issued by 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.
•: Ms. Nordin, Mr. Pickerell and Ms. Tallett are directors, and Messrs. Auerbach, Hochschild. Mills and Rivera are executives of for-profit entities with which the Company's subsidiaries conduct ordinary commercial transactions.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS 

Certain Relationships and Related Party Transactions

As of December 31, ~~2020,~~2023, the Vanguard Group, Inc. managed funds holding in the aggregate approximately ~~10.61%~~12.09% of the ~~Common Stock. For 2020, investment companies sponsored by~~Company’s common stock. During 2023, Principal paid the Vanguard ~~$74,534 for sub-transfer agent services. During 2020, Vanguard paid $252,346 in rent for lease of space to a borrower of the~~Group $71,619.39. Principal Life ~~general account.~~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.~~funds and common stock of Vanguard ~~provides mutual fund distribution services pursuant to a contract with Principal Funds~~

Group, Inc.


16 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Distributors, Inc. ("PFD"), for which PFD paid Vanguard $2,611 in 2020. Principal Life accounts invested $65,000,000 in privately-placed debt issued by Vanguard in 2020.~~

As of December 31, ~~2020,~~2023, BlackRock, Inc. (together with its affiliates ~~"BlackRock"~~“BlackRock”) and certain subsidiaries collectively owned or managed funds holding in the aggregate approximately ~~8.1%~~7.98% of the ~~Common Stock.~~Company’s common stock. During ~~2020,~~2023, Principal Global Investors, LLC paid BlackRock ~~Fund Advisors $1,779,962~~Financial Management $1,568,420.15 in sub-advisor management ~~fees associated with the Principal Funds, Inc.~~fees. In ~~2020,~~2023, Principal affiliates paid BlackRock ~~$4,230,560~~$4,419,872 for fees ~~in connection with the use of, and~~for consulting services and ~~consulting furnished in connection with, the Aladdin system.~~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, ~~2020,~~2023, Nippon Life Insurance Company ("(“Nippon ~~Life"~~Life”) held approximately ~~6.64%~~7.67% of the ~~Common Stock.~~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 business relationships for more than 20 years. In ~~2020,~~2023, Nippon Life and NLICA paid the following amounts to Principal Life or its affiliates: ~~$188,919~~$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,~~ and ~~$8,055,429~~$6,321,796.59 for investment ~~services.~~management and other service fees. The Company owns ~~approximately three percent of the~~ common stock of NLICA and ~~Principal~~ received ~~$53,704~~$611,656 in dividends ~~from such stock~~ in ~~2020.~~2023. Principal Life ~~holds privately-placed~~general and separate accounts hold privately placed bonds and common stock issued by Nippon Life ~~with~~Americas, Inc. Nippon Life, directly or through affiliates, holds a ~~market value at the end of 2020 of $80,625,000. NLI US Investments, Inc. ("NLI"), owns approximately 19.33% of~~minority interest in Post Advisory Group, LLC ~~("Post"~~(“Post”), an affiliate of the Company. During ~~2020,~~2023, Post paid ~~NLI~~ an aggregate of ~~$4,519,512~~$2,013,095.03 in dividends. ~~A Principal affiliate in Japan paid Nippon Life $3,308 for administration of its defined contribution plan. Principal~~The Company’s affiliates hold and manage accounts holding securities issued by Nippon Life, and Nippon Life invests in funds managed by ~~Principal~~the Company’s affiliates.

~~As of December 31, 2020, Capital Research Global Investors held approximately 5.8% of the Common Stock. There were no relationships or related party transactions to report in 2020.~~

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 ~~of the Company~~ since 1993. In ~~2020,~~2023, he received ~~$578,817~~$738,787 in base salary, ~~annual bonus~~bonuses, and long-term incentive ~~compensation from Principal Life.~~compensation. His compensation is commensurate with that of his peers. His employment and compensation were approved by the Human Resources Committee.

The Company maintains robust policies and procedures for the identification and monitoring of arrangements with related parties. The Nominating and Governance Committee or its Chair must approve or ratify all transactions with related parties that are not preapproved by or exempted from the ~~Company's~~Company’s Related Party Transaction Policy (the ~~"Policy"~~“Policy”). At each quarterly meeting, the Nominating and Governance Committee reviews transactions with related parties and ratifies any transaction that is subject to the Policy if it determines 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 13nine meetings in ~~2020,~~2023, five of which were two-day ~~in person or virtual~~ meetings. No Director then in office attended less than 75% of the aggregate of the meetings of the Board and the committees of which the Director was a member. While Director attendance is not mandatory, the ~~Company's~~Company’s annual shareholder meeting is scheduled on a date that coincides with a ~~regularly-scheduled~~regularly scheduled quarterly Board ~~Meeting.~~meeting. In ~~2020,~~2023, all Directors then on the Board except for one Director attended the annual shareholders meeting ~~in person or virtually except Betsy Bernard who retired from Board service immediately following the conclusion of that meeting.~~

virtually.

Global Corporate Code of Conduct

~~Each Director and officer of the~~

The Company has ~~certified they comply with Principal's~~adopted a Global Code of Conduct that applies to the ~~foundation~~Company’s Directors and employees, including our Named Executive Officers. A waiver of the 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 https://investors.principal.com/investor-relations/our-business/corporate-governance/~~default.aspx.~~

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

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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.~~

www.principal.com.


				~~2021 Proxy Statement~~ 17

~~Table of Contents~~

Membership and responsibilities of each of the Board Committees:

Committee	~~Responsibilities~~		~~Members~~ ~~(*Committee Chair)~~	~~Meetings~~ ~~Held in 2020~~


~~Audit~~Responsibilities			Members (*Committee Chair)			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 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; • ~~Reviewing~~ Reviews the ~~Company's~~Company’s policies on risk assessment and management; and • All members of the Audit Committee are financially literate and are independent, as defined in the Nasdaq listing standards, and ~~Ms. Helton is a~~are “audit committee financial ~~expert,~~experts,” as defined by the Sarbanes-Oxley Act.	Sandra L. Helton* ~~Scott M. Mills~~ ~~Diane C. Nordin~~ ~~Clare S. Richer~~ ~~Alfredo Rivera~~		8
		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 ("Executives");~~ employees; • ~~Approving~~ Approves employment, severance, or change of control agreements and perquisites for Executives; • ~~Overseeing~~ Oversees Executive development and succession planning; • ~~Overseeing~~ Oversees our global inclusion strategy; • ~~Approving employee compensation policies for all other employees;~~ • ~~Approving~~ Approves equity awards; • ~~Administering~~ 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; ~~and~~ • ~~Reviewing~~ Reviews compensation programs to confirm			Jocelyn Carter-Miller* Roger C. Hochschild Scott M. Mills Claudio N. Muruzabal Alfredo Rivera			8

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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

•

Reviews the Company’s human capital disclosures.

Jocelyn Carter-Miller*
~~Michael T. Dan~~
~~Scott M. Mills~~
~~Alfredo Rivera~~
~~Elizabeth E. Tallett~~

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

Nominating
and
Governance

•

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

•

Reviews and reports to the Board on Director independence, performance of individual Directors, process for the annual self-evaluations of the Board and its performance and committee self-evaluations, content of the Global Code of Conduct, 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.

~~Jonathan S. Auerbach~~
~~Jocelyn Carter-Miller~~
~~Michael T. Dan~~
Roger C. Hochschild*
~~Blair C. Pickerell~~
~~Elizabeth E. Tallett~~


18 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Committee~~	~~Responsibilities~~	~~Members~~ ~~(*Committee Chair)~~	~~Meetings~~ ~~Held in 2020~~

	Jonathan S. Auerbach Jocelyn Carter-Miller Roger C. Hochschild* Claudio N. Muruzabal Blair C. Pickerell		5
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; ~~and~~ • 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.	~~Jonathan S. Auerbach~~ ~~Mary E. Beams~~ ~~Sandra L. Helton~~ ~~Roger C. Hochschild~~ ~~Diane C. Nordin~~ ~~Blair C. Pickerell~~ Clare S. Richer*	8

~~Executive~~Jonathan S. Auerbach Mary E. “Maliz” Beams H. Elizabeth Mitchell Diane C. Nordin Blair C. Pickerell 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.	~~Sandra L. Helton~~	Jocelyn Carter-Miller Daniel J. Houston* Scott M. Mills ~~Elizabeth E. Tallett~~ Clare S. Richer	None

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS ~~ESG~~

Compensation Committee Interlocks and Insider Participation:

None of the members who served on the Human Resources Committee was or had ever been one of our officers or employees. During the last fiscal year, no member of 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 a member of the Board of Directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or Human Resources Committee.

Sustainability at Principal

~~Principal aims~~

We know to foster a secure world ~~where financial security is accessible to all. To fulfill this commitment, our ESG (Environmental, Social, Governance) approach harnesses the power~~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 ~~products while creating~~customers around the globe, integrate sustainable ~~pathways. We measure~~practices across our ~~continued progress~~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 Company’s Board of 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 ~~material ESG impacts: employee development~~topics: sustainable investing, consumer and ~~inclusion,~~product impact, financial inclusion, environmental impact, sustainable sourcing, governance, ethics and risk, ~~environmental impact, consumer~~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 products and strategies we actively market are in accordance with appropriate sustainability-related definitions. Our general account established a proprietary set of 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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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 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 ~~investing. In 2021, we joined~~governance; managing compounding legal, regulatory, financial, reputational, and climate-related risks; protecting personal information; and upholding the ~~United Nations Global Compact, the world's largest corporate sustainability initiative, at the Participant level in recognition~~safety and security of our ~~ongoing commitment~~workers. We were named to ~~balancing~~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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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, ~~objectives with responsible business practices.~~

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 ~~Principal's environmental, social~~our enterprise sustainability practices, programs, and ~~governance ("ESG") practices~~commitments can be found ~~in our Corporate Social Responsibility report available on www.principal.com. A summary is below:~~

~~Employee Development and Inclusion~~

•: ~~83% employee engagement due to increased transparency, communication, and responsiveness during COVID as cited by employees Baseline Inclusion Index score of 81%~~⁽¹⁾~~; and~~
•: ~~Ranked No. 29 on Forbes 2020 list of America's Best Employers for Women.~~

~~Financial Inclusion~~

•: ~~Annually, Principal Foundation contributes more than $15 million through grants, employee and match giving, sponsorships, pro bono, and in-kind donations;~~
•: ~~Our employees, retirees and financial professionals across the U.S. donated $5 million and contributed more than 22,000 volunteer hours to their favorite causes; and~~
•: ~~Expanded initial COVID care and response of $25 million to include additional support to employees, customers and communities.~~

~~Governance, Ethics & Risk~~

•: ~~Named one of the World's Most Ethical Companies for the 10th time by Ethisphere Institute (2020).~~
•: As part of our Board's Diversity Policy, the Nominating and Governance Committee reviews the Board's diversity metrics reflected in the independent Directors of the current Board (as of March 15, 2021) which are 50% female and 25% people of color; and
•: ~~Over 95% of employees trained~~ on our ~~global code of conduct, cybersecurity, and data privacy policies.~~

~~(1)~~: The inclusion index measures our progress toward fostering a workforce culture where employees feel valued and respected, feel encouraged to learn and try new things, are comfortable being themselves, and are supported in sharing new ideas.

website at www.principal.com/sustainability.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement


				~~2021 Proxy Statement~~ 19

TABLE OF CONTENTS

~~Table~~

Compensation of ~~Contents~~

~~Environmental Impact~~

•: ~~40% decrease in U.S. greenhouse gas emissions over the last 10 years;~~
•: ~~A- climate change leader rating from the Carbon Disclosure Project ("CDP") for the 8th consecutive year; and~~
•: ~~Principal Real Estate Investors received a 4-star rating from GRESB, the global ESG benchmark for real estate for the 5th consecutive year.~~

~~Consumer Product Impact~~

•: Over the next 5 years, we will double the number of minority and women owned small to mid-size businesses we support through product access, micro-finance, community development, and financial education;
•: ~~Lead participant in the UN Global Compact Sustainable Finance Action Platform; and~~
•: ~~Focus on digital channel access, micro-finance, and financial education.~~

~~Responsible Investing~~

•: ~~Principal Global Investors ("PGI") integrates ESG investing principles into its approach to portfolio management across asset classes;~~
•: PGI's signatory status to the United Nations sponsored Principles for Responsible Investing gives us a voice in defining and shaping the ongoing global ESG discussion and PGI has received an A+ grade from UN PRI for Strategy and Governance for its ESG investment practices; and
•: ~~Manages over $10.6 billion of socially responsible assets.~~

For decades, we've embraced Environment, Social, and Governance (ESG) considerations as a way to strengthen our business, advance our mission, and build a more inclusive, resilient and sustainable global community. As we continue to embed sustainability into our business, we have solidified our strategic pillars and have developed public commitments to measure our progress towards long-term responsible actions.

Non-Employee Directors


20 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Directors' Compensation~~

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 ~~such Directors'~~their interests with the interests of our shareholders.

~~Due to the economic conditions~~ Mr. Houston, our Chairman, President, and ~~other steps taken by the Company to reduce expenses in response to the global coronavirus pandemic, including reducing~~Chief Executive Officer, does not receive additional compensation for ~~employees earning $100,000 or above in base salary,~~his service on the Board reduced its cash compensation described below by 20%, effective on May 19, 2020. That compensation for employees was reinstated on November 7, 2020 and Board cash compensation was reinstated at the completion of the Board's November 24, 2020 meeting.

~~The non-employee Director compensation program is reviewed annually.~~ 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 ~~for this purpose.~~in administering the program. During ~~2020,~~2023, Compensation Advisory Partners conducted an annual comprehensive review and assessment of non-employee Director compensation.

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 ~~pages 32-33)~~page 39), which aligns with its Executive compensation philosophy. As a result of Compensation ~~Advisor Partners~~Advisory Partners’ November ~~2020~~2023 review and the ~~Committee's~~Committee’s discussion, ~~Director compensation did not change effective November 24, 2020 except for~~ the ~~reinstatement~~grant date fair value of ~~cash compensation~~the Directors’ annual Restricted Stock Unit (“RSU”) retainer increased from $185,000 to ~~the level that was in place prior to May 19, 2020, as described above.~~$200,000. These changes position ~~Directors~~our Directors’ compensation at the median ~~of compensation within Principal's~~Company’s Peer Group.


Annual Cash Retainers1(Effective November 20, 2023)
		~~Effective~~ ~~November 25, 2020~~

~~Annual Cash Retainers~~⁽¹⁾
	Board
~~- Board~~		$~~110,000~~115,000

- Audit Committee Chair			$35,000

- Human Resources Committee Chair			$25,000

- Finance Committee Chair			$~~25,000~~35,000

- Nominating &and Governance Committee Chair		~~$25,000~~
		$25,000
-	Other Committee Chairs			$10,000
	Lead Director
~~- Lead Director~~		$50,000

Annual Restricted Stock Unit Retainer⁽²⁾2			$~~165,000~~
200,000

~~(1)~~: 1

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

~~(2)~~

Grants are made at the time of the annual meeting.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement


				~~2021 Proxy Statement~~ 21

TABLE OF CONTENTS

~~Table of Contents~~

Fees Earned by Non-Employee Directors in ~~2020~~

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

Jonathan S. Auerbach $ 99,000 $ 164,992 $ 263,992

Mary E. Beams⁽²⁾ $ 0 $ 0 $ 0

Betsy J. Bernard⁽³⁾ $ 0 $ 0 $ 0

Jocelyn Carter-Miller $ 121,500 $ 164,992 $ 286,492

Michael T. Dan $ 99,000 $ 164,992 $ 263,992

Sandra L. Helton $ 130,500 $ 164,992 $ 295,492

C. Daniel Gelatt, Jr.⁽⁴⁾ $ 0 $ 0 $ 0

Roger C. Hochschild $ 121,500 $ 164,992 $ 286,492

Scott M. Mills $ 144,000 $ 164,992 $ 308,992

Diane C. Nordin $ 99,000 $ 164,992 $ 263,992

Blair C. Pickerell $ 99,000 $ 164,992 $ 263,992

Clare S. Richer $ 97,370 $ 161,803 $ 259,173

Alfredo Rivera $ 54,686 $ 78,884 $ 133,570

Elizabeth E. Tallett $ 121,500 $ 164,992 $ 286,492

~~(1)~~: These amounts reflect the grant date fair value of awards made in ~~2020~~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 ~~2020 Director~~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 ~~$330,000~~$750,000 ($~~500,000~~1,000,000 for an Independent Chairman) on the size of the annual award that may be made.
~~(2)~~: ~~Mary E. Beams' Board service began on February 23, 2021.~~
~~(3)~~: ~~Betsy J. Bernard~~

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 ~~May 2020.~~

~~(4)~~

~~C. Daniel Gelatt, Jr. retired from Board service in May 2020.~~

2023.

Non-Employee ~~Directors'~~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, and each option represents ~~"phantom"~~“phantom” units tied to the ~~following:~~

•: ~~The Company's Common Stock;~~
•: ~~The Principal LargeCap S&P 500 Index Fund (R5 share class);~~
•: ~~The Principal Real Estate Securities Fund (R5 share class); and~~
•: ~~The Principal Core Plus Bond Fund (R5 share class).~~

~~The returns realized on these~~ funds ~~during 2020 were~~listed in the table below (parenthesized information indicates share class):




Investment Option		~~1 Year Rate Of Return~~ ~~(12/31/2020)~~
			1-Year Rate of Return (12/31/2023)
	Principal Financial Group, Inc. Employer Stock Fund		~~–5.73%~~
				15.59%
	Principal LargeCap S&P 500 Index Fund (R5)		~~17.85%~~
				25.75%
	Principal Real Estate Securities Fund (R5)		~~–3.38%~~
				13.08%
	Principal Core Plus Bond Fund (R5)		~~9.32%~~
			5.22%

Restricted Stock Unit Grants

Non-employee Directors receive an annual grant of time-based ~~Restricted Stock Units ("RSUs")~~RSUs under the Principal Financial Group, Inc. ~~2020 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 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


22 ~~2021 Proxy Statement~~

~~Table of Contents~~

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. The ~~2020 Director~~2021 Stock Incentive Plan, (which was approved by shareholders) imposes a combined maximum limit for stock awards plus fees and retainers of ~~$330,000~~$750,000 ($~~500,000~~1,000,000 for an Independent Chairman) ~~on the size of the annual award that may be made.~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

As of December 31, ~~2020,~~2023, each non-employee Director had the following aggregate number of outstanding RSUs, including additional RSUs received as the result of dividend equivalents:




Director Name		~~Total RSUs Outstanding~~ ~~Fiscal Year End 2020~~ ~~(Shares)~~
			Total RSUs Outstanding Fiscal Year End 2023 (Shares)
	Jonathan S. Auerbach		~~6,937~~

~~Betsy J. Bernard~~		~~10,110~~

~~Jocelyn Carter-Miller~~		~~61,718~~

~~Michael T. Dan~~		~~33,776~~

~~C. Daniel Gelatt, Jr.~~		0
			12,963
~~Sandra L. Helton~~		~~59,311~~Mary E. “Maliz” Beams

~~Roger C. Hochschild~~ 5,963		~~20,821~~
	Jocelyn Carter-Miller
~~Scott M. Mills~~		~~16,427~~

~~Diane C. Nordin~~		~~12,492~~

~~Blair C. Pickerell~~		~~19,461~~

~~Clare S. Richer~~		~~4,305~~
			73,884
~~Alfredo Rivera~~		~~1,535~~H. Elizabeth Mitchell

~~Elizabeth E. Tallett~~ 2,520		~~64,533~~
	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 $16,000 per non-employee Director per year. These matching contributions are available during a ~~Director's~~Director’s term and for three 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 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'~~Directors’ spouses/partners accompany them to the annual Board strategic 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 ~~2020~~2023, the total amount of perquisites provided to non-employee Directors was less than $10,000 per Director.

~~Directors'~~

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 while a 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 do not need to buy additional stock if the guideline is no longer met due to a reduction in stock price, if the ~~Director's~~Director’s ownership level is not reduced 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. Company~~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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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, ~~2020 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.~~


				~~2021 Proxy Statement~~ 23

~~Table of Contents~~

2023. The Audit Committee also discussed with Ernst & Young LLP ~~the Company's independent auditor,~~ the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ~~("PCAOB"~~(“PCAOB”) ~~standards. These standards require~~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, 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 discussed with Ernst & Young LLP the critical audit matters included in its audit report. These are audit matters relating to accounts or disclosures that are material to the financial statements and involved especially challenging, subjective or comply auditor judgment.

~~The 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, 2020, for filing with the Securities and Exchange Commission (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, 2021.

In determining whether to reappoint Ernst & Young LLP as the Company's independent auditor, the Audit Committee annually conducts a formal evaluation that takes into consideration a variety of factors, including the firm's tenure; the firm's independence, and its processes and controls for maintaining that independence; the firm's local, national, and global presence; the quality, consistency, effectiveness, and timeliness of the firm's communications with the Audit Committee and business areas; management's evaluation of the firm; data related to audit quality and performance, including recent PCAOB inspection reports; and the appropriateness of the firm's fees.

In accordance with SEC rules, the lead or concurring audit partner for the Company may not serve in that role for more than five consecutive fiscal years. The Audit Committee ensures the regular rotation of the audit engagement team partners as required by law.

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

Mary E. “Maliz” Beams
Scott M. Mills
~~Diane C. Nordin~~

H. Elizabeth Mitchell
Clare S. Richer

Alfredo Rivera


24 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Executive Compensation~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Executive Compensation

	Contents:			Page:
~~Contents:~~			~~Page~~
Compensation Discussion & Analysis ("(“CD~~&A"~~&A”)
	• Executive Summary				33	25
	• Our Compensation Program Philosophy				33
	• ~~2020~~ Our Compensation Principles				33
	• Compensation Policies				34
	• 2023 Company Performance Highlights				2635
	• • ~~2020~~ 2023 Compensation Highlights				2736
• ~~Compensation Program Philosophy and Policies~~		28
	• • Summary of Compensation Elements				2937
	• • How We Make Compensation Decisions				3138
	• • ~~2020~~ 2023 Executive Compensation Decisions				3340
	• • ~~Base Salary~~ Key Elements of Fiscal 2023 Compensation Program				3440
	• • ~~Annual Incentive Compensation~~ Base Salary				3441
	• • ~~Long-term~~ Annual Incentive Compensation				3741
	• Long-Term Incentive Compensation				44
	• Timing of Stock Option Awards and Other Equity Incentives				3846
	• • Benefits				3946
	• • Change of Control and Separation Pay				3947
	• • Stock Ownership Guidelines				4047
	• • Hedging and Pledging Policy				4048
	• • Repricing Policy				4048
	• • Clawback Policy				4048
	• • ~~Trading~~ Gross-Up Policy				4148
• ~~Gross-Up Policy~~		41
	• • Human Resources Committee Report				4148
	• • Risk Assessment of Employee Incentive Plans				4149
	Compensation Tables
	• • Summary Compensation Table				4250
	• • Grants of Plan-Based Awards for Fiscal Year End December 31, ~~2020~~ 2023				4452
	• • Outstanding Equity Awards at Fiscal Year End December 31, ~~2020~~ 2023				4553
	• • Option Exercises and Stock ~~Vesting~~ Vested				4654
	• • ~~2020 CEO Pay Ratio~~ Pension Plan Information				4654
	• • Pension ~~Plan Information~~ Distributions				4856
	• • Pension ~~Distributions~~ Benefits				5056
	• • ~~Pension Benefits~~ Non-Qualified Deferred Compensation				5157
• ~~Non-Qualified Deferred Compensation~~		52
	• • Qualified 401(k) Plan and Excess Plan				5257
	• • Severance Plans				5359
	• • Change of Control Employment Agreements				5459
	• • Potential Payments Upon Termination Related to a Change of Control				5662
	• 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

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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 2020~~program, the compensation decisions made under the program, and ~~reviews~~ the ~~outcomes, including the Company's financial performance~~factors considered in ~~2020. Our "Named~~making those decisions. For 2023, our “Named Executive ~~Officers" in 2020~~Officers” were:

•

Daniel J. Houston, Chairman, President, and Chief Executive ~~Officer.~~ Mr. Houston has overall responsibility for all businesses of the organization. He joined the Company in 1984 and assumed his current position in 2015. He previously served as President and Chief Operating Officer, overseeing all of our U.S. and global businesses.

Officer;

•

Deanna D. Strable-Soethout, Executive Vice President and Chief Financial ~~Officer.~~ ~~Ms. Strable-Soethout plays a central role in driving~~Officer;

•

Patrick G. Halter, Division President1;

•

Amy C. Friedrich, President, Benefits and ~~managing long-term strategies for innovation-fueled company growth, including responsibility for corporate strategy~~Protection; and ~~capital markets. She joined the Company in 1990 and assumed her current position in 2017. She previously served as~~

•

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

Our Compensation Program Philosophy

We design our executive compensation program to align the interests of ~~U.S. Insurance Solutions~~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 individual performance in achieving short- and long-term financial and strategic goals that serve the long-term interests of our shareholders.

We design our compensation program to attract and retain high-caliber, diverse executive officers to deliver sustained high performance for our customers and shareholders. Consistent with ~~overall accountability~~the philosophy underlying our compensation program, we target the market median of our Peer Group for ~~individual life, non-qualified deferred~~an executive’s total compensation, ~~individual disability~~with actual compensation varying based on performance and ~~group benefits.~~

tenure. The primary principles that guide our compensation program are summarized below.

Our 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.
				~~2021 Proxy Statement~~ 25

~~Table of Contents~~

•: ~~Patrick G.~~
1
Mr. Halter served as Chief Executive Officer ~~Principal Global Investors.~~ ~~Through November 6, 2020, Mr. Halter had responsibility for overseeing the operations of Principal Global Investors, its 15 investment boutiques,~~ and the fund and distribution teams. Effective November 7, 2020, he was promoted to President, Principal Global Asset Management and assumed responsibility for overseeing all of Principal's asset management capabilities including Principal Global Investors, Principal International investment operations, the Principal Life Insurance Company General Account and RobustWealth. Mr. Halter joined the Company in 1984.
•: ~~Timothy M. Dunbar, President, Global Asset Management.~~ Mr. Dunbar was head of the Principal Global Asset Management segment of our operations until November 7, 2020, when he assumed the title of Division President after announcing his intent to retire. Mr. Dunbar joined the Company in 1986 and retired in January 2021.
•: ~~Luis Valdés, President, International Asset Management & Accumulation.~~ Mr. Valdés is responsible for managing the Company's operations outside of the United States in the international asset management and accumulation segment. He has been associated with the Company since 1995 and assumed his current position in 2011. He previously served as the President of Principal ~~Financial Group Latin America. Mr. Valdés retired in March 2021.~~

Asset Management until February 10, 2024.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS~~2020~~

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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS 

2023 Company Performance ~~Highlights:~~

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 ~~2020,~~2023, Principal ~~generated $1.4 billion~~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 ~~$1.4 billion~~driven by the change in the fair value of ~~non-GAAP~~the funds withheld embedded derivative. This does not impact our capital or free cash flow and can be very volatile.

Non-GAAP operating earnings⁽¹⁾.

We deployed $907 million of capital in 2020 to shareholders through common stock dividends and share repurchases. Despite the pressures and uncertainty caused by COVID, we remain in one of our strongest financial positions in history with $2.7 billion of total company available cash and liquid assets at year-end. Our investment portfolio is high quality, diversified and well-positioned, and our investment strategy hasn't changed.

~~Assets under management (AUM) increased $71~~2 was $1.6 billion, or ~~10%,~~$6.55 per diluted share3 (EPS)—a 3% increase in reported EPS compared to ~~a record $807 billion at year-end, reflecting strong investment performance and $14 billion~~2022. At the end of ~~net cash flow. Additionally,~~the year, we ~~ended 2020 with $118 billion of AUM in our China joint venture and $686~~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 ~~the Institutional Retirement~~2023. Our strong capital position and ~~Trust business.~~

~~2020 was a challenging year,~~free capital flow conversion reflect actions we took to increase capital efficiency and ~~we focused~~enabled us to deliver on our ~~customers' needs, just~~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 is defined as ~~we have throughout our 141-year history. In response~~Net income attributable to ~~COVID, we waived fees on hardship withdrawals and granted premium concessions to support our customers, all while keeping our employees safe and remaining focused on our long-term objectives.~~

~~(1)~~: ~~This is a non-GAAP financial measure.~~PFG less Net realized capital gains (losses), as adjusted less Income (loss) from exited business. See non-GAAP financial measure reconciliations in Appendix C.

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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement


26 ~~2021 Proxy Statement~~

TABLE OF CONTENTS

~~Table of Contents~~

~~Our~~

The three-year and five-year total shareholder ~~return performance over the past five years was~~returns were positioned well ahead of our asset ~~manager peers~~management and ~~was slightly behind our~~ insurance peers.

~~(1)~~: One-year total shareholder return lagged our peers.

1-, 3- and 5-Year Total Shareholder Return1: PFG vs. Peers

Financial Services, Insurance, and Asset Manager Peers are listed on page 39.

2023 Compensation Highlights

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

•

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 the 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 the Company’s 2023 annual performance achievements, many of which are outlined above, our 2023 PrinPay score in the annual incentive program was earned at 85% of target. Individual modifiers for our Named Executive Officers ranged between 95% and 110% of the PrinPay score.

•

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

Our total shareholder return methodology includes the share price return and cash dividends paid during the time period December 31, ~~2015~~2022, through December 31, ~~2020.~~

Insurance Peers include Ameriprise, Lincoln National Corporation, ManuLife, MetLife, Prudential, Sun Life Financial, Unum, and Voya. As noted on page 32, Equitable Holdings was added to our peer group as part of the 2020 executive compensation review. Their stock has only been trading since May 2018 so they are not included in the 5-year TSR number above.

~~Asset Manager peers include: Affiliated Managers Group, Franklin Resources, Invesco, and T. Rowe Price.~~

~~2020 Compensation Highlights~~

•: In 2020, the Company's shareholders voted to approve the Company's Executive compensation program. Of the votes cast, 94% supported the Executive compensation program. The Company considered the shareholders' approval of the compensation program to be approval of the Company's compensation philosophy, which has not changed since that vote.
•: In March 2020, Mr. Houston's base salary increased from $900,000 to $1,000,000. His annual incentive target remained at 375% and his long-term incentive target remained at 775%. His Principal Financial Group Incentive Pay Plan (PrinPay Plan) payout for 2020 was $2,671,154. The base salary increase was intended to align Mr. Houston's salary with the peer median.
•: Base salaries for Named Executive Officers were reduced in July of 2020 as part of the Company's expense reduction efforts that were undertaken in response to the adverse economic conditions as a result of the global pandemic. Mr. Houston's base salary was reduced by 25% and all other Named Executive Officers base salaries were reduced by 20%. Salary levels were reinstated effective November 7, 2020. No Named Executive Officer was compensated for the reduction in base salary.
•: Based on our 2020 annual performance achievements, many of which are outlined above, our 2020 PrinPay score in the annual incentive program was earned at 80% of target and the individual modifiers for our Named Executive Officers ranged between 95% and 105%.


				~~2021 Proxy Statement~~ 27

~~Table of Contents~~

•: ~~Based on the Company's three-year average return on equity ("ROE")~~⁽²⁾ ~~and three-year average book value per share~~⁽³⁾ ~~performance, the 2018-2020 Performance Based RSUs ("PSUs") vested on~~2023 (1-year TSR), December 31, 2020, through December 31, 2023 (3-year TSR) and ~~44% of the target number of shares were paid out in February 2021, according to the established performance scale, and approval by the Human Resources Committee.~~
•: Additionally, our new stock plan (as described in Proxy Proposal Four) provides equity governance enhancements including a new 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)December 31, 2018, through December 31, 2023 (5-year TSR).

~~Compensation Program Philosophy and Policies~~

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

•: ~~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 to be 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; and
•: ~~Support important~~ ~~corporate governance~~ ~~principles and established best practices.~~

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

ü: ~~Independent Consultant.~~Compensation Advisory Partners is selected and retained by the Committee to advise on the Executive compensation program and also advises the Nominating and Governance Committee on compensation for non-employee Directors.
ü: ~~Risk Review.~~ Reviews and analysis 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.
ü: ~~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.
ü: ~~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.~~
ü: ~~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

Non-GAAP book value ~~of Principal securities.~~

~~Clawback Policy.The Committee has adopted a compensation recovery policy that applies to Executives.~~

~~Market Severance Protection.Executives are eligible for market-based severance protection under the Company's severance plan if they are terminated because of layoffs, position elimination or similar reasons.~~

~~(2)~~: Return on equity ("ROE") is defined as non-GAAP operating earnings divided by average stockholders' equity available to common stockholders excluding accumulated other comprehensive income other than foreign currency translation adjustment. See non-GAAP financial measure reconciliations in Appendix C.
~~(3)~~: (“Book ~~value~~Value”) per share is defined as total ending common equity excluding cumulative change in fair value of funds withheld embedded derivative and accumulated other comprehensive income divided by the number of common shares outstanding end of year. ~~This is a non-GAAP financial measure.~~ See non-GAAP financial measure reconciliations in Appendix C.


28 ~~2021 Proxy Statement~~

~~Table of Contents~~

ü: ~~Limited Perquisites.Modest additional benefits to help attract and retain Executive talent and enable Named Executive Officers to focus on Company business with minimal disruption are offered.~~
ü: ~~No Repricing of Stock Options.Principal has not repriced underwater stock options and will not do so without shareholder approval.~~
ü: ~~Tax and Accounting Efficiency.The Committee considers the tax and accounting consequences of each element of compensation.~~
ü: ~~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.~~

~~Summary of Compensation Elements:~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Summary of Our Compensation Elements:

	~~Compensation~~ ~~Component~~		~~Objective~~		~~Description and 2020 Highlights~~
Compensation Component		Objective		Description and 2023 Highlights

	Base Salary		Provides fixed income based on the size, scope, and complexity of the Named Executive ~~Officers'~~Officers’ role, performance, and relative position compared to market pay ~~information~~information.		In ~~2020,~~2023, the Committee increased ~~Executives'~~certain Named Executive Officers’ base salaries, as detailed on page 34. Additionally, as noted on page 27, base salaries for Named Executive Officers were reduced in July of 2020 as part of the Company's expense reduction efforts undertaken in response to the adverse economic conditions resulting from the global pandemic. Mr. Houston's base salary was reduced by 25% and all other Named Executive Officers' base salaries were reduced by 20%. Salary levels were reinstated effective November 7, 2020. No amounts were paid to compensate for the base pay that was foregone during the time period base salaries were reduced.41.

	Annual Incentive (“PrinPay”) Compensation		Motivates and rewards overall corporate objectives as well as the Named Executive ~~Officers'~~Officers’ contribution to achieving our annual objectives.		A range of earnings ~~opportunity,~~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 asare 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 ~~34-36.~~ 41 to 44. Based on the ~~Committee's~~Committee’s assessment of ~~performance,~~ our ~~2020~~2023 PrinPay score, in the ~~annual incentive program was earned at 80% of target and the individual modifiers for our~~ Named Executive Officers ~~ranged~~earned bonuses at 85% of target, with individual modifiers ranging between 95% and ~~105%~~110%, as detailed on page ~~36.~~42 to 44.
Long-Term Incentive Compensation


				~~2021 Proxy Statement~~ 29

~~Table of Contents~~

~~Compensation~~ ~~Component~~	~~Objective~~		~~Description and 2020 Highlights~~



~~Long-Term Incentive Compensation~~	Motivates and rewards long-term corporate performance as well as the Named Executive ~~Officers'~~Officers’ contribution to achieving our long-term objectives. Reinforces the link between the interests of the Named Executive Officers and shareholders. Encourages retention.		Each year, the Human Resources Committee establishes the long-term award opportunity for each Named Executive Officer. ~~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.~~ ~~Stock Options~~ are intended to align participants with the company's long-term value appreciation and participants only receive value from this vehicle if there is stock price appreciation between grant date and exercise of the option. Options vest ratably over 3 years with an exercise period of up to 10 years. time-based RSUs. PSUs are intended to incentivize participants to deliver on the ~~company's~~Company’s defined financial goals. The value to participants varies based on the degree of achievement against those goals. PSUs ~~Typically~~typically have a ~~3-year~~three-year performance period and are measured on 50% average non-GAAP ROE and 50% ~~Pre-Tax Return on Net Revenue. The~~Operating Margin1. Through 2021, the non-GAAP ROE portion of the award iswas also subject to a non-GAAP Book Value per ~~share~~Share threshold. ~~The performance period~~ Commencing in 2022, PSUs are subject to a Relative Total Shareholder Return2 (“RTSR”) metric with a range of 80% to 120%. We believe these are important metrics because Operating Margin measures profitability across our businesses, and non-GAAP ROE measures our efficiency in managing capital. Non-GAAP ROE is also a key measure for ~~the 2020-2022 PSU was modified to two years due to an accounting change for publicly traded companies that was~~our shareholders. Time-based RSUs are intended to ~~take effect on January 1, 2022 but~~align participants with the implementation was delayed by the Financial Accounting Standards Board (FASB) until 2023. The change may result in significant variability of reported earnings each year for companies with significant life insurance and annuity businesses such as Principal Financial. For the 2020-2022 Performance Cycle, PSUs will continue to vest at the end of theCompany’s long term value appreciation. RSUs have a three-year ~~Performance Cycle.~~ cliff vesting.
		Details of the program are outlined on pages ~~37-38.~~ The PSUs granted in 2018 for the 2018-2020 Performance Cycle were based on three-year average ROE and Pre-Tax Return on Net Revenue, each weighted 50%. Payout on the ROE metric is modified based on three-year Book Value per Share versus certain threshold goals. For the 2018-2020 Performance Cycle, the awards vested and paid out at 44% of the target number of PSUs based on our ROE performance of 12.5%, Pre-Tax Return on Net Revenue of 29.3%, and Book Value per Share of $49.11.44 to 46.

Operating Margin is defined as non-GAAP pre-tax operating earnings, divided by non-GAAP gross profit. Non-GAAP gross profit is defined as total non-GAAP operating revenues less benefits, claims, and settlement expenses less dividends to policyholders. See non-GAAP financial measure reconciliations in Appendix B.


		Notice of 2024 Annual Meeting of Shareholders and Proxy Statement			37

TABLE OF CONTENTS

Compensation
Component

Objective

Description and 2023 Highlights


30 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Compensation~~ ~~Component~~	~~Objective~~	~~Description and 2020 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 employees, including health, life, disability income, vision and dental insurance, an employee stock purchase plan, 401(k) plan, and pension plan. Certain of the Named Executive Officers also participate in non-qualified retirement plans (defined benefit and defined contribution). Mr. Halter ~~and Mr. Dunbar~~ participated in the pension and non-qualified plans prior to 2010, when changes were made to eliminate these programs for investment professionals. ~~Mr. Dunbar participated in the pension and non-qualified retirement plans for periods after 2010 when he was working in non-investment roles that were eligible for these plans.~~

Perquisites	Modest additional benefits to help attract and retain Executive talent and enable Named Executive Officers to focus on Company business with minimal disruption.	Named Executive Officers are eligible for one physical examination per year, business spousal travel, and gifts of nominal value given to all sales conference attendees. The Human Resources Committee approved ~~interested~~the ability of Named Executive Officers ~~the ability~~ to participate in Principal ~~Global~~ Asset Management investment products on a reduced or no-fee basis. The Human Resources Committee also approved our ~~CEO's~~CEO’s use of our corporate aircraft for limited personal travel.

Termination Benefits	Provides temporary income following a Named Executive ~~Officer's~~Officer’s involuntary termination of employment, and, in the case of a change of control, helps ensure the continuity of management through the transition.	~~Refer to page 39 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,

•: ~~Oversees the development and administration~~ which is comprised entirely of ~~the Company's~~independent Directors, oversees our overall compensation ~~and benefits policies and programs;~~
•: ~~Sets and approves CEO goals in conjunction with the Board~~program, including compensation of ~~Directors;~~
•: ~~Evaluates CEO performance results;~~
•: ~~Makes the compensation decisions~~our Named Executive Officers. In carrying out its responsibility for the ~~CEO;~~
•: ~~Approves~~2023 compensation design, the ~~compensation program and compensation for Executives;~~
•: ~~Reviews and approves corporate incentive goals and objectives relevant to compensation; and~~
•: ~~Evaluates~~Human Resources Committee retained the ~~competitiveness~~advisory services of ~~each Executive's total compensation.~~

Compensation Advisory ~~Partners is selected and retained by the Committee to advise on the Executive compensation program.~~Partners. Compensation Advisory Partners also advises the Nominating and Governance Committee on compensation for non-employee Directors (see pages ~~21-24)~~28-30). Compensation Advisory Partners receives compensation from the Company only for its work in advising these Committees. 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 Nasdaq Listing Standards and other facts and circumstances and concluded that the services performed by Compensation Advisory Partners did not raise any conflict of interest.


				~~2021 Proxy Statement~~ 31

~~Table of Contents~~

~~No member~~Members of management, including the CEO, ~~has~~do not have a role in determining ~~his or her~~their own ~~compensation; and the~~compensation. The CEO is not present when the Committee ~~discusses~~determines his compensation. The Committee consults with the independent Directors regarding the ~~CEO's~~CEO’s performance and then determines the CEO’s compensation ~~earned by the CEO~~ for the current year and the ~~CEO's~~CEO’s compensation opportunity for the following year.

Each year, the ~~CEO,~~ CEO—with input from ~~the~~our Human Resources Department and the compensation ~~consultant,~~ consultant—recommends the amount of base salary increase (if any), annual incentive award, and long-term incentive award for 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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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

each Named Executive Officer.

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.

The compensation consultant usually conducts aan annual competitive review of compensation opportunities for each of the Named Executive Officers compared to the pay opportunities of similarly situated executives at the peer group companies (the “Peer Group”). A comprehensive review of compensation programs for the ~~Company's Executive compensation program~~CEO and all of his direct reports is typically conducted every other year. In the years in which the compensation consultant does not conduct a compensation study, the Human Resources Committee makes compensation ~~decisions,~~ decisions—in part based on survey data provided by the Human Resources Department and input provided by the compensation consultant. AThe last comprehensive review of executive compensation was conducted in ~~2020. The comprehensive study of Executive compensation conducted by the Committee's compensation consultant reviews~~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 includes:~~

•: ~~Interviews with Executives and Directors to discuss business strategy and~~for the ~~implications for human resources and compensation policy;~~
Named Executive Officers, including:

•

A competitive review of compensation opportunities for each of the Named Executive Officers compared to the pay opportunities of similarly situated executives at ~~the~~ Peer Group ~~companies (see below);~~

companies;

•

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

•

A ~~review~~comprehensive market analysis of ~~Executive compensation plans against potential risks. Compensation Advisory Partners conducted a review of the Company's Executive compensation plans in 2020~~termination-related benefits related to cash severance and ~~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.~~

equity termination provisions.

The compensation consultant:

•

Attended ~~nine~~eight meetings of the Human Resources Committee in ~~2020,~~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 determines the Peer Group of companies it uses to compare the Named Executive Officers’ compensation as part of the compensation ~~consultant's~~consultant’s biennial study. The compensation consultant recommends an appropriate Peer Group of public, similarly sized, diversified financial services, insurance, and asset management companies, considering the ~~Company's~~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. Principal targets compensation for the Named Executive Officers at the median ~~of the~~ compensation of the named executive officers at the Peer Group companies. The Human Resources Committee reviewed companies in the Peer Group ~~were reviewed~~ in ~~2020~~2022 as part of our ~~typical~~biennial compensation review, and ~~Equitable Holdings was~~Bank of New York Mellon and State Street were added based on the size of ~~its~~their revenue, market capitalization, ~~assets under management,~~


32 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~and~~ operating profit, and significant global operations relative to ~~Principal. Equitable Holdings also has similar business lines.~~the Company. Manulife and SunLife were removed based on differing pay practices of Canadian companies. The ~~peer group~~Peer Group used for 2023 compensation decisions included the following companies:

Financial Service and Insurance

Asset Managers

•

Ameriprise Financial

•

Equitable Holdings

•

Lincoln National

•

MetLife

~~Insurance~~

~~Asset Managers~~

•

Prudential Financial

•

Unum Group

•

Voya Financial

•

Affiliated Managers Group

•

Bank of New York Mellon

•

Franklin Resources

•

Invesco

•

State Street

•

T. Rowe Price

		Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
• ~~Ameriprise Financial~~	• ~~Affiliated Managers Group~~
• ~~Equitable Holdings~~	• ~~Franklin Resources~~
• ~~Lincoln National~~	• ~~Invesco~~
• ~~ManuLife~~	• ~~T. Rowe Price~~
• ~~MetLife~~
• ~~Prudential Financial~~
• ~~Sun Life Financial~~
• ~~Unum Group~~
• ~~Voya Financial~~
39

TABLE OF CONTENTS

The Committee also uses annual data from ~~third party~~third-party industry surveys for its compensation ~~decisions~~⁽⁴⁾.

decisions.1

Our ~~Executives~~executives participate in the same broad-based employee benefit programs as other employees. Every two to three years, the ~~Company's~~Company’s non-cash employee benefit programs are compared to a custom peer group representing both proxy peer group members and select employers with which we believe we compete for talent, ~~with,~~ including several local employers.

Each year, the Committee reviews the total compensation paid to the Named Executive Officers by reviewing tally sheets, which include base salaries, annual and long-term incentive awards earned, deferred compensation, outstanding equity awards, benefits, perquisites, and 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. The information is also is used in making compensation and compensation plan design decisions.

~~2020~~

2023 Executive Compensation Decisions

In general, ~~Principal's~~as stated above, the Company’s pay philosophy is to target the market median of the Peer Group for ~~an Executive's~~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 BA 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 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. Following changes in the tax laws in 2017, ~~Principal~~we generally cannot deduct annual compensation paid to certain covered employees in excess of $1 million for each such employee, subject to limited grandfathered arrangements. ~~While the Committee considers the tax consequences of compensation decisions, the Committee's primary focus is designing competitive and effective compensation programs.~~ Accordingly, these and other factors often result in compensation opportunities that will not be fully tax deductible.

~~(4)~~: ~~The surveys used were~~ To attract, retain, and reward executives who help us realize our strategic initiatives and objectives, the ~~McLagan Investment Management survey, Towers Watson U.S. Financial Services Studies Executive Database~~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 decisions, the Committee’s primary focus is designing competitive and ~~the Towers Watson Diversified Insurance Study~~effective compensation programs.

Key Elements of ~~Executive Compensation. The names of the companies participating in these surveys are included in Appendix B.~~

Fiscal 2023 Compensation Program


				~~2021 Proxy Statement~~ 33

~~Table of Contents~~

The charts below show the ~~2020~~2023 target total compensation for our Named Executive Officers, as well as the proportion of their compensation tied to Company performance. Most compensation paid to our Named Executive Officers is variable and ~~at risk,~~at-risk, linked to meeting our short-term and long-term financial and strategic goals and to the performance of the ~~Company's~~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 these surveys are included in Appendix A.


			Notice of 2024 Annual Meeting of Shareholders and Proxy Statement			40

TABLE OF CONTENTS

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. The ~~2020~~2023 salary increases for ~~Mr.~~Messr. Houston and ~~Ms. Strable Soethout~~Mses. Strable-Soethout and Friedrich were made to better align ~~them~~their compensation with the median ~~salary~~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

Named Executive Officer

2018

2019

2020

Percent Increase
2019 to 2020

Houston $ 900,000 $ 900,000 $ 1,000,000 11.1%

Strable-Soethout $ 595,000 $ 595,000 $ 645,000 8.3%

Dunbar $ 600,000 $ 600,000 $ 600,000 0%

Halter $ 575,000 $ 575,000 $ 575,000 0%

Valdés $ 615,500 $ 615,500 $ 615,500 0%

~~(1)~~: Salaries displayed in the table are as of December 31 of 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.

Annual Incentive Compensation

Named Executive Officers participate in the PrinPay Plan, the ~~Company's~~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~~Company performance and ~~profitability.~~ 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 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 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 each business operation that flows to the enterprise and enables organic reinvestment for growth and external deployment to drive shareholder value.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

After establishing the ~~company~~Company score, an ~~employee's~~employee’s individual performance is assessed to determine the individual performance score. The ~~corporate~~Company performance component emphasizes the importance of overall corporate ~~results and includes non-GAAP operating earnings and a variety of other financial and non-financial metrics.~~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.


34 ~~2021 Proxy Statement~~

~~Table of Contents~~

The Committee set and approved the following target awards for our Named Executive Officers in ~~the past year:~~

2023:

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

		Named Executive Officer		~~2020~~


						2023
		Houston			~~375~~		%	375%
			Strable-Soethout
200%		~~Strable-Soethout~~			~~175~~		%
		Halter		450%
		~~Dunbar~~Friedrich			~~400~~		%	200%
	Agrawal
		~~Halter~~⁽¹⁾			~~358~~		%

		~~Valdés~~			~~110~~		%	150%

~~(1)~~: ~~Mr. Halter's pro-rated target for 2020 was 358% (350% for January 1, 2020 through November 6, 2020 and 400% for November 7, 2020 through December 31, 2020).~~

In establishing the target award opportunity for Messrs. Houston ~~Dunbar,~~and Halter, and ~~Valdés~~Mses. Strable-Soethout and ~~Ms. Strable-Soethout,~~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 Annual Measurement Process~~

In setting performance goals for our compensation program,

•

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

•

In November: The CEO, CFO, and Division Presidents recommend preliminary financial goals for the Company and business units and strategic initiatives for the next year. The Board Finance Committee reviews the proposed goals, underlying assumptions of the goals and initiatives, key drivers of financial performance, trends, and business opportunities, and advises the Board and Human Resources Committee on the appropriateness of the financial goals.

•

In February: The Committee reviews and approves the final goals for the Company and the CEO, ~~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 financial results. All employees develop individual performance goals with their leaders that support the ~~Company's~~Company’s goals.

Final Annual Incentive Pay Award Determination

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

Step 1: Review ~~Operating Earnings~~the PrinPay performance measures and modifier results ~~versus~~compared to PrinPay Plan goals to determine initial award ~~funding.~~

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 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%

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Threshold
Target
Maximum
Actual 2020
Performance

Operating Earnings ($Mil.) $1,253 $1,670 $2,088 $1,480

Payout 50% 100% 200% 77%

Step 2: Determine final PrinPay ~~company~~Company score based on a review of performance against goals across multiple ~~dimensions included in the Company's annual Balanced Scorecard (e.g., Financial Measures, Customer Measures, Internal Measures and Learning and Growth Measures, etc.)~~

In addition to reviewing the financial performance for 2020, the Committee exercised its discretion to make an incremental adjustment to the final funding of the PrinPay for all participants from 77% to 80% of target in recognition of the Company's effective response to the COVID-19 pandemic and positive results of the Balanced Scorecard.

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 ~~2020~~2023 goals. The Committee assessed each Named Executive ~~Officer's~~Officer’s performance against the


				~~2021 Proxy Statement~~ 35

~~Table of Contents~~

identified individual performance objectives ~~identified~~ and approved individual performance modifier payouts as shown below:


		Named Executive Officer
~~Named Executive Officer~~				Individual Performance Modifier					Individual Performance Objectives
	Houston
~~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					• ~~Talent management and development with particular focus on the executive team;~~
100%					• ~~Digital acceleration scorecard with specific digital investments and savings targets, among other measures;~~
				• ~~Diversity and inclusion objectives;~~
				• ~~Acquisition targets; 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.				• ~~Acquisition integration targets; and~~
				• ~~Other company-wide strategic priorities.~~
		Halter
~~Dunbar~~		~~105%~~	95%					• Enterprise financial goals (including profit margin, assets under management, net cash flows, revenue, and others);
				• Principal ~~Global Investors~~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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Named Executive
Officer

Individual
Performance
Modifier

Individual Performance Objectives

Friedrich

•

~~Business unit objectives;~~

110%

•

~~Business unit digital transformation objectives; and~~

•

~~Other company-wide strategic priorities.~~

~~Halter~~

~~105%~~

•

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

•

~~Principal Global Investors~~

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.

•

~~Business unit client segmentation and operating model objectives; and~~

•

~~Other company-wide strategic priorities.~~

Agrawal

~~Valdés~~

~~95%~~

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;

•

~~Principal International financial goals (including~~

Enterprise emerging market strategies;

•

Enterprise business ~~operating earnings, ROE, margin, cash flow, investment performance,~~intersection strategies; and ~~others);~~

•

~~Business unit digital transformation objectives;~~

•

~~Customer and asset retention objectives; and~~

•

Other ~~company-wide~~Company-wide strategic priorities.

Step 4: Calculate final award ~~amounts~~

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

Name
2020
Eligible
Earnings(1)
2020
Target
PrinPay
Score
Individual
Modifier
Final Award

Houston
$ 890,385 375% 80% 100% $ 2,671,154

Strable-Soethout
$ 588,923 175% 80% 100% $ 824,492

Dunbar
$ 558,462 400% 80% 105% $ 1,876,431

Halter
$ 535,192 358% 80% 105% $ 1,609,430

Valdés
$ 572,889 110% 80% 95% $ 478,935

Mr. Agrawal’s eligible earnings reflect his annual salary as part of a guarantee in his offer letter.

~~(1)~~: ~~Base salary reductions for~~

Named Executive Officers ~~as described on page 27 resulted in lower eligible earnings for 2020.~~


36 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Executives~~ may defer annual awards into the Excess Plan, as illustrated in the footnote to the Non-Equity Incentive Compensation column of the Summary Compensation Table, on ~~pages 42-43.~~

page 50.

Long-Term Incentive Compensation

The 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. Our retirement, life insurance, and asset management products support our ~~clients'~~clients’ needs throughout different phases of their ~~lifetime~~lifetimes, which is why the long-term focus of the compensation programs is particularly important. The long-term incentive compensation program also encourages collaboration among ~~Executives~~Named Executive Officers in pursuing ~~corporate wide~~Company-wide goals.

~~The Committee establishes a target~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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~~Officer’s performance;

•

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

•

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;

•

The ~~Executive's~~Named Executive Officer’s performance relative to ~~the Named Executive Officer's~~their peers within the Company;

•

Company performance compared to our competitors;

•

Retention concerns; and

•

Tenure in role.

The compensation ~~ultimately received by~~the Named Executive Officers ultimately 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.


~~2020~~2023 Long-Term Incentive Grant ~~(as % of base salary)~~
	Named Executive Officer
~~Named Executive Officer~~			Award Granted

~~Houston~~		~~775%~~

~~Strable-Soethout~~		~~275%~~Houston

~~Dunbar~~		~~400%~~
			$9,450,000
~~Halter~~		~~310%~~Strable-Soethout

~~Valdés~~ $3,278,250		~~250%~~
	Halter			$2,587,500
	Friedrich			$2,341,500
	Agrawal1			$3,962,500

~~Executives'~~

In 2023, the Named Executive Officers’ long-term compensation ~~is provided as non-qualified stock options~~was granted in the form of 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 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 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 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.


				~~2021 Proxy Statement~~ 37

~~Table of Contents~~

~~After~~For PSUs, after a threshold non-GAAP ROE or Operating Income goal is achieved or exceeded⁽⁵⁾2, PSUs vest based on continued service and achieving an average non-GAAP ROE and ~~Pre-Tax Return on Net Revenue~~⁽⁶⁾,Operating Margin, each weighted 50%, typically over a three-year period (with each three-year period treated as a ~~"Performance Cycle"~~“Performance Cycle”). For the ~~2020-2022 and~~ 2021-2023 performance ~~cycles,~~cycle, a ~~two year~~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 ~~Financial Accounting Standards Board (FASB)~~FASB until 2023. ~~We intend to revert~~As a result, we have reverted to a full three-year performance cycle for ~~future awards.~~

~~Executives may defer the receipt of PSUs.~~

2020-2022 PSU Performance Scale

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

Payout (% of Target)⁽¹⁾ 50% 100% 150%

Average ROE 7.5% 13.7% 17.8%

Average Pre-tax RONR 25.7% 30.3% 34.8%

awards in 2022 and beyond.

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

~~(1)~~: ~~Straight line interpolation is used~~
Mr. Agrawal received an RSU award that settles in cash to ~~determine awards for performance between threshold~~replace compensation forfeited from his prior employer and ~~target and between target and maximum.~~

~~The Book Value per Share~~⁽⁷⁾ ~~threshold tied to ROE performance measure:~~

~~If the average Book Value per Share is between $45.61 and $49.62, the ROE performance score will be reduced by 50%.~~

~~If the average Book Value per Share is below $45.61, the ROE performance score will be reduced to 0%.~~

~~The PSUs granted in 2021 for the 2021-2023 Performance Cycle will vest~~a pro-rated award based on performance scales for two-year average ROE and Pre-Tax Return on Net Revenue, each weighted 50% over the performance period. Payout on the ROE metric will be modified based on a two-year Book Value per Share versus threshold goals. As with the 2020-2022 Performance Cycle, the change in the performance period to two years is due to accounting changes effective January 1, 2023 for publicly traded companies which may result in significant variability of reported earnings each year for companies with significant life insurance and annuity businesses. his start date.

For the ~~2021-2023 Performance Cycle, PSUs will continue to vest until the end of the three-year Performance Cycle, based on continued employment or service.~~

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

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

•: ~~For all annual awards to Executives, 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;~~

~~(5)~~: ~~For the 2020~~2023 PSUs, the performance threshold is met if either of the following goals is met:

•

~~Two-year~~

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

•

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

Operating ROE is defined as non-GAAP operating earnings divided by average stockholders' equity available to common stockholders excluding accumulated other comprehensive income, other than foreign currency translation adjustment.

Non-GAAP pre-tax operating income ~~is defined as~~with respect to any calendar year shall mean annual pre-tax income from the Company’s continuing operations, ~~before income taxes per the audited Consolidated Statements of Operations less~~minus net realized capital gains (losses) ~~less~~, minus net ~~income attributable to noncontrolling interest.~~

realized capital gains (losses) on funds withheld assets, minus change in fair value of funds withheld embedded derivative.

Average ~~operating~~non-GAAP ROE was selected because it reflects the efficient use of Company capital in generating profits. Average ~~pre-tax return on net revenue~~operating margin was selected as a measure because it is common among asset management peers and reflects the efficient use of Company expenditures in generating profits.

See non-GAAP financial measure reconciliations in Appendix C.

~~(6)~~

~~Pre-tax return~~B.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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.

Relative Total Shareholder Return (“RTSR”) metric:

If the Company’s RTSR is in the top quartile, the result will be multiplied by 1.2.

If the Company’s RTSR is in the bottom quartile, the result will be multiplied by 0.8.

If the Company’s RTSR is between the 25th and 75th percentiles, the result will be multiplied by 1.0.

The PSUs granted in 2023 for the 2023-2025 Performance Cycle will vest based on ~~net revenue is defined as~~performance scales for three-year average non-GAAP ~~pre-tax operating earnings, divided by net revenue. Net revenue is defined as total non-GAAP operating revenues less benefits, claims,~~ROE and ~~settlement expenses less dividends~~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 ~~policyholders. See non-GAAP financial measure reconciliations in Appendix C.~~

~~(7)~~

~~Book value per share is defined as total ending common equity excluding accumulated other comprehensive income divided~~continued employment or service.

Timing of Stock Awards and Other Equity Incentives

Annual grants of PSUs and time-based RSUs for the Named Executive Officers are determined by the ~~number~~Committee at its February meeting, which occurs following the release of ~~common shares outstanding end~~the prior year’s results. The Committee’s equity grant policy ensures that the grant date for all time-based RSUs and other stock-based awards will never be earlier than the date of ~~year. This~~approval. The grant date for the awards to the Named Executive Officers is ~~a non-GAAP financial measure. See non-GAAP financial measure reconciliations in Appendix C.~~


38 ~~2021 Proxy Statement~~

~~Table of Contents~~

•: ~~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.~~

Committee.

Benefits

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

•

A qualified pension plan (except ~~Messrs. Dunbar and~~Mr. Halter⁽⁸⁾2);

•

A 401(k) plan;

•

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

•

A discounted employee stock purchase plan;

•

Flexible time off; and

•

Flexible spending account plans.

~~Principal Life~~

We also ~~offers~~offer all Named Executive Officers (except ~~Messrs. Dunbar and~~Mr. 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 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 ~~48-50~~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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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 page 5257 provides additional information about the Excess Plan.

The value of the retirement and savings plans ~~for Non-Grandfathered Participants (see page 49)~~ 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 48) 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.

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 of Control Employment Agreements with each of the ~~Executives.~~Named Executive Officers. These agreements ~~would~~ help align the financial interests of 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 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 ~~54-56~~59-62 for details.

~~(8)~~: ~~On January 1, 2010, Executives in~~

As noted on page 38, the ~~Company's asset management operations stopped participating in~~Committee worked with the ~~qualified pension plan, NQDB~~independent compensation consultant on a comprehensive market analysis of termination-related benefits related to our Executive Severance Plan, ~~or Excess Plan as these are not common benefits for executives in that industry. This change also applied to other investment professionals.~~


				~~2021 Proxy Statement~~ 39

~~Table of Contents~~

~~The Company has a severance plan to provide~~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.~~

Named Executive Officers. See page 59 for details regarding benefits under the Executive Severance Plan.

Stock Ownership Guidelines

~~Executives~~

Our Named Executive Officers are required to own a meaningful amount of stock in the Company to ensure their interests are aligned with the ~~shareholders'~~shareholders’ interests and with the ~~Company's~~Company’s long-term performance. Once ~~the~~a Named Executive Officer achieves the required stock ownership level based on market 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~~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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

The percentage of net profit shares that must be retained until ownership requirements are met are shown below:


Executive Level				Retention Ratio
~~Executive Level~~			~~Retention~~ ~~Ratio~~		Multiple of Base Salary
	Chairman (Houston)
~~Chairman (Houston)~~		75%			7 times
	Other Named Executive Officers (Strable-Soethout, Halter, Friedrich and Agrawal)
~~Division Presidents & Executive Vice Presidents (Dunbar, Halter, Strable-Soethout & Valdés)~~		50%		~~4 times~~
			4 times

All Named Executive Officers comply with these guidelines.

Hedging and Pledging Policy

~~Principal~~

The Company prohibits all employees, including the Named Executive Officers, from purchasing any ~~Principal~~Company 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~~Company securities.

We also prohibit our Board and 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 pledging Company securities as collateral for a loan. This does not apply to the exercise of 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 mandatory compensation recovery policy to comply with the newly implemented Section 10D of the 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 ~~Executives. Principal can recover any incentive~~all senior executives, including Section 16 Officers. That policy aligns its restatement-related terms with the mandatory compensation ~~if the amount of the compensation was based on achievement of financial results that were subsequently restated if~~recovery policy, but the Committee ~~decides that~~retains discretion to apply its terms. The discretionary compensation recovery policy also permits the ~~Executive engaged in fraud or intentional~~Company to recover certain incentive-based compensation for misconduct that caused ~~the restatement of the Company's~~or could reasonably cause significant financial ~~statements, and if the amount of the Executive's incentive compensation~~ or ~~equity award would have been lower had the financial results been properly reported. Principal can also cancel or recover incentive compensation, received in the event of either~~ reputational ~~or financial~~ harm to the Company, ~~that arises directly or indirectly from an Executive's misconduct, gross negligence, misfeasance or nonfeasance.~~


40 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Trading Policy~~

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

•: ~~Purchasing Principal securities "on margin" (i.e., with~~where the ~~proceeds of a loan from a brokerage firm when~~Committee determines the ~~loan is secured by Principal securities), 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 decreaseexecutive either engaged in the ~~market value of Principal securities.~~

misconduct or failed in their responsibility to manage, monitor, or report the misconduct or risks giving rise to the misconduct.

Gross-Up Policy

~~Executives~~

Our Named Executive Officers do not receive any income tax gross-ups, except that all employees, including ~~Executives,~~the Named Executive Officers, receive an income tax gross-up in connection with benefits provided with relocation.

Human Resources Committee Report

The Committee 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.

Jocelyn Carter-Miller, Chair
~~Michael T. Dan~~

Roger Hochschild
Scott M. Mills

Claudio N. Muruzabal
Alfredo Rivera
~~Elizabeth E. Tallett~~

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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;

•

Plan compliance, communications, and disclosures;

•

Potential risks created by the plans;

•

Risk control factors and their effectiveness; and

•

Inherent and residual risk ratings.

Some key factors that mitigate risks to the Company ofrelated 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. Employees are prohibited from purchasing the Company's 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 Committee. Based on this ~~analysis,~~review, the Company has determined each year that its employee incentive compensation plans are designed to encourage behaviors that create and maintain shareholder value, do not encourage excessive risk, and are not reasonably likely to have a material adverse effect on ~~Principal.~~

the Company.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement


				~~2021 Proxy Statement~~ 41

TABLE OF CONTENTS

~~Table of Contents~~

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 ~~2018, 2019~~2021, 2022 and ~~2020.~~

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

Houston
2020 $ 890,385 $ 0 $ 3,874,991 $ 3,874,991 $ 2,671,154 $ 4,010,196 $ 292,701 $ 15,614,418
2019 $ 900,000 $ 0 $ 3,487,482 $ 3,487,500 $ 3,375,000 $ 3,277,616 $ 220,453 $ 14,748,051
2018 $ 900,000 $ 0 $ 3,375,009 $ 3,375,034 $ 2,544,000 $ 1,762,655 $ 270,319 $ 12,227,017

Strable-Soethout
2020 $ 588,923 $ 0 $ 886,859 $ 886,880 $ 824,492 $ 1,944,503 $ 102,767 $ 5,234,424
2019 $ 595,500 $ 0 $ 818,807 $ 818,800 $ 990,019 $ 1,389,310 $ 79,569 $ 4,692,005
2018 $ 589,058 $ 0 $ 818,816 $ 818,829 $ 721,000 $ 411,396 $ 94,732 $ 3,453,831

Dunbar
2020 $ 558,462 $ 0 $ 1,199,981 $ 1,199,987 $ 1,876,431 $ 543,892 $ 35,412 $ 5,414,165
2019 $ 600,000 $ 0 $ 1,199,993 $ 1,200,000 $ 2,472,000 $ 639,025 $ 65,534 $ 6,176,552
2018 $ 545,769 $ 0 $ 599,045 $ 599,049 $ 766,833 $ 0 $ 53,727 $ 2,564,423

Halter
2020 $ 535,192 $ 0 $ 891,256 $ 891,266 $ 1,609,430 $ 591,232 $ 21,125 $ 4,539,501
2019 $ 575,000 $ 0 $ 848,113 $ 848,150 $ 2,072,875 $ 669,048 $ 14,250 $ 5,027,436
2018 $ 544,115 $ 0 $ 974,607 $ 524,799 $ 1,623,000 $ 0 $ 13,875 $ 3,680,396

Valdés
2020 $ 572,889 $ 0 $ 769,380 $ 769,368 $ 478,935 $ 182,042 $ 71,480 $ 2,844,094
2019 $ 615,500 $ 0 $ 769,380 $ 769,400 $ 643,198 $ 176,219 $ 72,564 $ 3,046,261
2018 $ 613,192 $ 0 $ 769,360 $ 769,379 $ 471,000 $ 143,110 $ 92,762 $ 2,858,802

~~(1)~~: Includes ~~2020~~2023 salary deferred into the qualified 401(k) Plan and the Excess Plan, as shown below (information on deferrals for ~~2019~~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

Houston
$ 19,846 $ 71,231 $ 91,077

Strable-Soethout
$ 19,500 $ 58,892 $ 78,392

Dunbar
$ 25,506 $ 0 $ 25,506

Halter
$ 15,346 $ 0 $ 15,346

Valdés
$ 25,606 $ 34,373 $ 59,979

a

~~(2)~~: In addition to 401(k) salary deferrals, Mr. Agrawal and Ms. Strable-Soethout made voluntary after-tax contributions.

Amounts represent the grant-date fair value of Option awards granted in ~~2020, 2019~~2021, 2022, and ~~2018~~2023 under the ICP. Values in respect of Options, PSUs and ~~PSUs~~RSUs were determined in accordance with Topic 718, and the assumptions made in calculating them can be found in Note 1822 of the Notes to the Consolidated Financial Statements in Item 8 of our ~~2020~~2023 Form 10-K. ~~The Option awards granted in 2020 are described in more detail in the Grants of Plan-Based Awards table on page 44.~~

3
42 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~(3)~~: 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 ~~2018, 2019, and 2020~~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 PSUs granted in ~~2020~~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.”

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

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

Houston $ 1,937,495

Strable-Soethout $ 443,430

Dunbar $ 599,990

Halter $ 445,628

Valdés $ 384,690

~~(4)~~: 4

The amounts shown represent annual incentive compensation awards earned in ~~2020~~2023 and paid in ~~2021~~2024 and include the following amounts deferred into the qualified 401(k) Plan and Excess Plan:

Named Executive Officer
Employee Contributions
on Incentive Pay

Houston $ 218,308

Strable-Soethout $ 412,246

Dunbar $ 0

Halter $ 10,654

Valdés $ 37,400

5

~~(5)~~: The amounts accrued each year ~~differs~~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. ~~In particular, incremental increases for Mr. Houston and Ms. Strable-Soethout are especially sensitive as they are still earning benefits under the Traditional Formula.~~ Assumptions underlying the determination of the amount of increase in actuarial value for both the qualified and non-qualified pension plans are disclosed on page ~~51.~~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 proxy statements, the same actuarial assumptions have been used regardless of whether a Named Executive Officer with a benefit under the Traditional Formula has elected to receive their 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.
: For Messrs. Dunbar and Halter, the 2018 Change in Pension Values are ($58,211) and ($182,357) respectively. Pursuant to SEC reporting rules, a negative Change in Pension Value is reported in the Summary Compensation Table as a zero.
~~(6)~~

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

Houston $ 36,778 $ 255,923 $ 292,701

Strable-Soethout $ 8,031 $ 94,736 $ 102,767

Dunbar $ 20,787 $ 14,625 $ 35,412

Halter $ 6,500 $ 14,625 $ 21,125

Valdés $ 0 $ 71,480 $ 71,480

a

~~(a)~~: Represents the incremental aggregate cost to Principal for all perquisites provided during the year, including the value of an annual physical examination, business spousal travel, and gifts given to all sales conference attendees. Mr. ~~Houston's~~Houston’s information includes the use of the ~~Company's~~Company’s corporate aircraft for limited personal travel. In addition, we have included director fees for Ms. Strable-Soethout ~~Mr. Dunbar~~ and Mr. Halter for serving on the boards of certain international affiliates.

b
				~~2021 Proxy Statement~~ 43

~~Table of Contents~~

~~(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~~the Company’s contributions in the Non-Qualified Deferred Compensation table on page ~~52.~~

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

Houston $ 14,625 $ 241,298 $ 255,923

Strable-Soethout $ 14,625 $ 80,111 $ 94,736

Dunbar $ 14,625 $ 0 $ 14,625

Halter $ 14,625 $ 0 $ 14,625

Valdés $ 14,625 $ 56,855 $ 71,480

~~(7)~~: Sum of the total dollar value of the other columns in this table.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

Grants of Plan-Based Awards for Fiscal Year End December 31, ~~2020~~

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)

Houston
$0 $ 3,338,942 $ 10,016,826
02/24/2020 18,727 74,908 112,362 $ 3,874,991
02/24/2020 401,970 $ 51.73 $ 3,874,991

Strable-Soethout
$0 $ 1,030,615 $ 3,091,846
02/24/2020 4,286 17,144 25,716 $ 886,859
02/24/2020 92,000 $ 51.73 $ 886,880

Dunbar
$0 $ 2,233,846 $ 6,701,538
02/24/2020 5,799 23,197 34,796 $ 1,199,981
02/24/2020 124,480 $ 51.73 $ 1,199,987
Halter
$0 $ 1,915,988 $ 5,747,965
02/24/2020 4,307 17,229 25,844 $ 891,256
02/24/2020 92,455 $ 51.73 $ 891,266
Valdés
$0 $ 630,177 $ 1,890,532
02/24/2020 3,718 14,873 22,310 $ 769,380
02/24/2020 79,810 $ 51.73 $ 769,368

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.

~~(1)~~

The maximum award shown is the maximum aggregate award payable under the PrinPay Plan for the Named Executive Officers.

~~(2)~~

These columns reflect PSUs granted on February ~~24, 2020.~~27, 2023, and March 6, 2023. These PSUs will vest, if at all, according to the ~~2020-2022~~2023-2025 PSU performance scale outlined on page ~~38,~~46, subject to continued employment through the end of the performance period. The maximum payout for the ~~2020~~2023 PSUs is ~~150%~~180% of the target number of PSUs.

~~(3)~~

Amounts represent the grant date fair value of the award determined in accordance with Topic 718. All assumptions made in calculating the aggregate fair value can be found in Note 1822 of the Notes to the Consolidated Financial Statements included in Item 8 of our ~~2020~~2023 Form 10-K.

~~(4)~~

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.

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement


44 ~~2021 Proxy Statement~~

TABLE OF CONTENTS

The following are the investment options available to all participants in the Excess Plan; each option represents ~~"phantom"~~“phantom” units tied to the listed funds (parenthesized information indicates share class):

~~Proposal Four—Approval of the Principal Financial Group, Inc. 2021 Stock Incentive Plan~~

The Board believes that encouraging stock ownership by employees, non-employee directors and insurance agents through the use of stock-based incentive compensation both aligns their interests with those of shareholders and assists in attracting and retaining qualified talent. Consistent with this view, the Board approved, subject to shareholder approval, the Principal Financial Group, Inc. 2021 Stock Incentive Plan (the "2021 Plan") that allows us to grant different types of stock-based compensation awards and gives us flexibility to adapt awards to changes in our corporate strategy and the market.

The 2021 Plan will become effective on the date it is approved by our shareholders and, at that time, we will cease making awards under our current 2014 Stock Incentive Plan (the "2014 Plan") and our 2020 Directors Stock Plan (the "2020 Directors Plan," and, together with the 2014 Plan, the "Prior Plans").

~~Authorized shares.~~ The number of shares authorized for issuance under the 2021 Plan is 24,500,000. Appreciation awards, like stock options or SARs, will count at a rate of 1:1 against the share reserve and other share or unit awards will be counted at a rate of 3:1.

~~Awards outstanding and shares available for grant.~~ The table below shows, as of March 15, 2021, the shares reserved for issuance in connection with awards outstanding under the Prior Plans (and their predecessor plans), as and available for future grant under the Prior Plans. The table also shows the number of shares that will be available for future grants under each equity compensation plan following approval of the 2021 Plan by our shareholders.

~~We believe that the expected dilution that will result from the 2021 Plan is reasonable for a company of our size in our industry.~~

Our three-year average "burn rate" was 0.7% for fiscal years 2018 through 2020 and was at our peer group median. We define burn rate as the total number of shares subject to awards granted to participants in a single year expressed as a percent of our basic weighted average common shares outstanding for that year. We believe our historical burn rate is reasonable for a company of our size in our industry.

Expectations regarding future share usage under the 2021 Plan are based on a number of assumptions regarding factors such as future growth in the population of eligible participants, the rate of future compensation increases, the rate at which shares are returned to the 2021 Plan reserve through forfeitures, cancellations and the like, the level at which performance-based awards pay out, and our future stock price performance. Based on our assumptions, we expect the shares authorized under the 2021 Plan to be sufficient to fund our equity awards for five to six years. While we believe that the assumptions utilized are reasonable, future share usage will differ to the extent that actual events differ from our assumptions.

~~As of March 15, 2021, there were 272,454,536 shares of our Common Stock issued and outstanding. The closing sale price of a share of our Common Stock on Nasdaq on that date was $61.27.~~

~~The 2021 Plan is similar to our Prior Plans, with several primary differences. The 2021 Plan:~~

The 2021 Plan includes a number of features similar to the Prior Plans that we believe are consistent with the interests of our shareholders and sound corporate governance practices, including the following:

~~In addition to these terms of the 2021 Plan, awards under the 2021 Plan to our Executives will continue to be subject to our compensation recovery, or clawback, policy.~~

~~The following summary of the 2021 Plan is qualified in its entirety by reference to the complete text of the plan, which is attached to this proxy statement as Appendix A.~~

Subject to adjustment upon the occurrence of certain events described below, a maximum of 24,500,000 shares will be available for issuance under the 2021 Plan, which amount will be reduced by the number of shares subject to awards made, if any, under either Prior Plan after March 15, 2021 and before shareholder approval of the 2021 Plan. Each share subject to an award of stock options or SARs will count as one share against the pool of authorized shares, and each share subject to a full value award will count as three shares against the pool of authorized shares

Shares of our Common Stock subject to awards under the 2021 Plan, or to awards under a Prior Plan that is outstanding on the date our shareholders approve the 2021 Plan, that expire, are forfeited or cancelled, or are settled or paid in cash will, to the extent of such expiration, forfeiture, cancellation or cash settlement, become available again for future awards under the 2021 Plan. Each share that again becomes available for awards in such manner shall increase the shares in the same ratio by which the applicable share reserve was decreased upon the grant of the applicable award. However, shares tendered or withheld in payment of the purchase price of a stock option, shares tendered or withheld to satisfy a tax withholding obligation, shares repurchased with proceeds received by the Company from exercise of a stock option and shares subject to an SAR right that are not issued in connection with the stock settlement of the SAR may not be used again under the 2021 Plan.

In the event of certain equity restructurings, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that causes a change in the per share value of the shares of common stock underlying outstanding equity awards, the Committee will make equitable adjustments with respect to the 2021 Plan and awards thereunder as it may deem appropriate, including adjustments to the aggregate number of shares that may be issued under the 2021 Plan, individual award limits and the number and kind of shares or other securities subject to outstanding awards and, if applicable, the option price or base price of outstanding awards. Similarly, in the event of any other change in corporate capitalization, which may include a merger, consolidation, any reorganization, or any partial or complete liquidation of the Company, the Committee may, in its sole discretion, make appropriate and equitable adjustments to prevent dilution or enlargement of benefits or potential benefits intended to be provided under the 2021 Plan.

If, pursuant to the agreements governing the acquisition of a business by the Company or one of its subsidiaries, the Company grants substitution options or other equity based awards to employees or service providers of the acquired business, the shares subject to such substitute awards shall neither count against the number of shares available for issuance under the 2021 Plan nor be added to the number of awards issuable pursuant to the 2021 Plan. In addition, the generally applicable provisions of the 2021 Plan (such as the limitation that an option must have an exercise price at least equal to the stock's fair market value on the date of grant) that would limit the Company's ability to grant such substitute awards (which may have already become "in the money") will not apply with respect to such substitute grants.

In this proposal, unless otherwise specified, "Committee" in the context of awards to employee or non-employee director agent participants means the Human Resources Committee, and "Committee" in the context of awards to non-employee directors means the Nominating and Governance Committee.

The 2021 Plan will be administered by the Committee. The Committee will have the sole and complete authority to establish, amend, and rescind rules and regulations relating to the 2021 Plan, provide for conditions deemed necessary or advisable to protect the interests of the Company, construe the terms of any award or any document evidencing the grant of an award and make all other determinations necessary and advisable for the administration and interpretation of the 2021 Plan in order to carry out its provisions and purposes. Subject to the express terms of the 2021 Plan, the Committee has discretion as to the specific terms and conditions of each award and any rules applicable thereto, including but not limited to the effect thereon of the death, retirement or other termination of employment of any participant.

The Committee may delegate to one or more officers of the Company the power to grant awards to employee participants whose title is below the level of Senior Vice President. The Committee may also appoint agents (who may be officers or employees of the Company) to assist in the administration of the 2021 Plan and may grant authority to such persons to execute agreements or other documents on its behalf.

The Committee may condition the grant of any award upon the participant agreeing to conditions or covenants in favor of the Company and/or one or more of its subsidiaries that might continue in effect following the termination of the participant's employment or service and after the shares of Common Stock subject to the award have been transferred to the participant. These conditions and covenants may include restrictions on the ability to transfer the underlying shares of Common Stock, or covenants not to compete, not to solicit employees and customers, and not to disclose confidential information. The Committee may also require that, after an option or other award has been exercised, the participant disgorge any profit, gain or other benefit received from the award if the participant breaches any of these commitments.

Any employee, agent or non-employee director, who is selected by the Committee, is eligible to receive an award under the 2021 Plan. As of March 15, 2021, our approximately 17,629 employees and 849 career agents and our eleven non-employee directors were eligible to be selected by the Committee to receive awards under the 2021 Plan.

The 2021 Plan also establishes the following limitations on the number of awards that may be granted to any one participant (other than a non-employee director) under the 2021 Plan during any calendar year:

The aggregate grant date fair value (as determined in accordance with generally accepted accounting principles applicable in the United States) of all awards granted during any calendar year to any non-employee director, together with the amount of any cash fees or retainers paid to such non-employee director during such calendar year with respect to such individual's service as a non-employee director, shall not exceed $750,000 (or, in the case of a participant serving as the Chairman of the Board who is not an employee, $1,000,000.

Each award agreement shall set forth the period until the applicable award is scheduled to vest and/or become exercisable, any period of restriction and, if applicable, any date of expiration (which shall not be more than ten years from the grant date). Awards that vest or for which the period of restriction lapses based solely on the satisfaction by the participant of service-based vesting conditions shall be subject to a vesting period of not less than one year from the applicable grant date (during which no portion of the award may be scheduled to vest), and awards whose grant, vesting or period of restriction is subject to the satisfaction of performance goals over a performance period shall be subject to a performance period of not less than one year. The foregoing minimum vesting and performance periods will not, however, apply in connection with: (i) a change of control as provided in the 2021 Plan, (ii) a termination of service due to death or disability, (iii) to a substitute award issued pursuant to the 2021 Plan that does not reduce the vesting period of the award being replaced, (iv) awards made in payment of or exchange for other compensation already earned and payable, and (v) outstanding, exercised and settled awards involving an aggregate number of shares not in excess of 5% of the 2021 Plan's share reserve. For purposes of awards to non-employee directors, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of the Company's shareholders to the date of the next annual meeting of the Company's shareholders.

The 2021 Plan prohibits the payment of dividends or dividend equivalents on stock options and SARs. Any dividends or distributions payable with respect to shares of Common Stock that are subject to the unvested portion of a restricted stock award will be subject to the same restrictions and risk of forfeiture as the shares of Common Stock to which such dividends or distributions relate. In its discretion, the Committee may provide in a full value award or another stock-based award that the participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding shares of Common Stock, on the units or other share equivalents subject

to the full value award or other stock-based award, and such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the units or other share equivalents to which such dividend equivalents relate.

The Committee may grant nonqualified stock options to participants and may grant stock options qualifying as incentive stock options under the Internal Revenue Code to officers and employees. All of the shares reserved under the 2021 Plan may be issued as incentive stock options and no incentive stock options may be granted after the tenth anniversary of the effective date of the 2021 Plan. The exercise price per share of Common Stock subject to either a nonqualified stock option or an incentive stock option will be not less than 100% of the fair market value, as defined in the 2021 Plan, of such share on the date of grant. Further, the Committee is not permitted to reduce the exercise price or otherwise reprice outstanding options without shareholder approval, except for adjustments in connection with a change in capitalization as described in "Shares Available for Issuance" section above. The Committee has discretion as to the terms and conditions upon which options will be exercisable, including the exercise schedule, but under no circumstances may an option have a term exceeding ten years from the date of grant.

An option holder may satisfy the exercise price in cash or by exchanging shares owned by the holder, or by a combination thereof, or by any other procedure permitted by the Committee. Additionally, to the extent permitted by the Committee at or after the time of grant, an option holder may also "net exercise" an option. Pursuant to a net exercise, the option holder is not required to pay the exercise price of the portion of the option being exercised. Instead, the Company will issue to the person exercising the option the number of shares that would be issued "net" of the exercise price. This means that such person will receive the greatest number of whole shares of Common Stock having a value equal to the excess of the then fair market value of the number of shares for which the option is being exercised over the exercise price of such options.

The Committee may also grant SARs to participants that can be either freestanding awards or awards that are related to a stock option in such a way that the exercise of either the SAR or the stock option will cause the cancellation of the other award. The terms and conditions applicable with respect to any grant of a SAR will be substantially the same as applies to the grant of a stock option. This means that the vesting of a SAR, and the time that a recipient of a SAR will have to exercise the SAR after termination of his or her service to the Company or a subsidiary, will be substantially the same as applies to a stock option.

The Committee also has the right to grant awards of restricted stock to participants at such times and for such number of shares of Common Stock and subject to such terms and conditions of such awards as the Committee shall determine. The Committee may elect to grant any participant restricted stock units, which are contractual rights to receive shares of Common Stock or cash in an amount equal to the value of a specified number of shares of Common Stock in the future after the satisfaction of specified vesting conditions, and is the economic equivalent of an award of restricted stock. Any such award of restricted stock units shall be made on substantially the same terms as an award of restricted stock.

The Committee will determine the terms and conditions applicable to a grant of restricted shares or restricted stock units. Shares of restricted stock may not be sold, assigned, transferred, pledged, or otherwise encumbered until the restrictions have lapsed.

Subject to the forfeiture and transfer restrictions applicable to the award, a participant will have all of the rights of a shareholder in respect of any award of restricted stock, including the right to vote such shares and receive dividends thereon and other distributions.

The Committee may also grant other stock-based awards including, but not limited to, outright grants of Common Stock. Such awards shall be granted on such terms and conditions as the Committee shall determine. The Committee may, for example, use this authority under the 2021 Plan to issue stock in satisfaction of the obligations of the Company under other compensatory plans or programs or structured in accordance with the provisions of non-U.S. law or practice.

The Committee may grant any of the foregoing types of awards subject to performance-based vesting conditions and other restrictions. In connection with any performance-based award, the Committee will establish one or more

Performance Criteria that must be attained, and the performance period over which the specified performance criteria is to be attained as a condition to the grant, vesting, exercisability, lapse of the period of restrictions and/or settlement of such award. The duration of performance periods may differ from each other and there may be more than one performance period in existence at any one time as to any participant or all or any class of participants.

Performance measures may include stock price, operating earnings, net income (before or after taxes), operating income (before or after taxes), operating margin, gross margin, net earnings, return on equity, income, market share, combined ratio, level of expenses, growth in revenue, earnings before interest, taxes, depreciation and amortization, earnings before interest and taxes, cash flow (including operating cash flow and free cash flow), cash flow per share (before or after dividends), earnings per share, book value per share, net revenue, return on revenue, return on invested capital, return on assets, cash flow return on investment, cash flow return on capital, economic value added, assets under management, improvements in or attainment of working capital levels, debt ratio, and such other criteria as may be determined by the Committee. When establishing or adjusting performance criteria for a performance period, the Committee may exclude certain unusual or infrequent items including, without limitation, acquisitions, divestitures, restructuring activities, recapitalizations, asset write-downs and changes in applicable tax laws or accounting principles. As soon as practicable after the end of a performance period and prior to any payment in respect of such performance period, the Committee will certify the level of the specified performance criteria attained on the basis of performance in relation to the established performance criteria. In making such determination, the Committee may adjust or waive the performance criteria as it deems equitable in recognition of unusual or infrequent events affecting the Company or such other factors as the Committee may determine.

The 2021 Plan provides a default "double trigger" treatment of equity awards in the event of a "change of control" in which the awards are assumed or replaced. Accordingly, (i) there will be no acceleration of the vesting, or lapsing of restrictions, of any options, SARs, restricted stock, restricted stock units, or other stock based awards, whether time- or performance-based, and (ii) there will be no payment made in respect of such awards by reason of the change of control if the Committee determines that each of the following conditions are satisfied:

However, if the awards are not assumed or replaced, then each option and SAR and each award of restricted stock, each restricted stock unit grant and each other stock based award will be treated as fully vested and will no longer be subject to forfeiture and transfer restrictions, which vesting, in the case of performance-based awards, will be at the level of performance specified in the award agreement. The Committee may, in its discretion, provide that in connection with a change of control each option and SAR will be cancelled in exchange for an amount equal to the excess, if any, of the price paid in the change of control transaction over the exercise price or base value of such award.

~~For purposes of the 2021 Plan, "change of control" includes any one or more of the following events:~~

No award may be granted under the 2021 Plan after the tenth anniversary of the date, if any, that the plan is approved by shareholders. The 2021 Plan may be amended or terminated at any time by the Board, except that no amendment may adversely affect existing awards. In addition, none of the following amendments may be made without shareholder approval: (i) an increase in the number of shares available for issuance under the plan; (ii) lowering the exercise price of an option or SAR after it is granted, canceling an option or SAR when the exercise price exceeds the fair market value of a share of Common Stock in exchange for cash or another award (other than in connection with a change of control), or taking any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed; (iii) an extension of the maximum term for options or SARs granted under the plan or (iv) any other amendment for which shareholder approval is otherwise necessary to comply with rules of the exchange on which the Common Stock is listed.

The following discussion summarizes the federal income tax consequences of the 2021 Plan based on current provisions of the Internal Revenue Code, which are subject to change. The summary does not cover any foreign, state or local tax consequences of participation in the 2021 Plan.

~~Grant of Options and SARs. The grant of a stock option or SAR is not expected to result in any taxable income for the participant.~~

Exercise of Options and SARs. Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the shares of our Common Stock acquired on the date of exercise over the exercise price, and we will generally be entitled at that time to an income tax deduction for the same amount. The holder of an incentive stock option generally will have no taxable income upon exercising the option (except that an alternative minimum tax liability may arise), and we will not be entitled to an income tax deduction. Upon exercising an SAR, the fair market value on the exercise date of any shares of our Common Stock received is taxable to the participant as ordinary income and generally deductible by us.

Disposition of Shares Acquired Upon Exercise of Options and SARs. The tax consequence upon a disposition of shares acquired through the exercise of an option or SAR will depend on how long the shares have been held and whether the shares were acquired by exercising an incentive stock option or by exercising a non-qualified stock option or SAR. Generally, there will be no tax consequence to us in connection with the disposition of shares acquired under an option or SAR, except that we may be entitled to an income tax deduction in the case of the disposition of shares acquired under an incentive stock option before the applicable incentive stock option holding periods set forth in the of the Code have been satisfied.

Full Value Awards. As to other awards granted under the 2021 Plan that are payable either in cash or shares of our Common Stock that are either transferable or not subject to substantial risk of forfeiture, the holder of the award must recognize ordinary income equal to (i) the amount of cash received or, as applicable, (ii) the excess of (A) the fair market value of the shares received (determined as of the date of receipt) over (B) the amount (if any) paid for the shares by the holder of the award. We will generally be entitled at that time to an income tax deduction for the same amount.

The amount, type and timing of awards granted under the 2021 Plan are determined in the sole discretion of the Committee and cannot be determined in advance. The future awards that would be received under the 2021 Plan by

executive officers, non-employee directors and other employees are discretionary and are therefore not determinable at this time. Information regarding our recent equity grant practices is described elsewhere in this proxy statement.

In general, we currently have three compensation plans under which our equity securities are authorized for issuance to employees or directors (not including our tax-qualified pension plans): the Principal Financial Group, Inc. 2014 Stock Incentive Plan; the Principal Financial Group, Inc. Employee Stock Purchase Plan; and the Principal Financial Group, Inc. 2020 Directors Stock Plan. The following table shows the number of shares of Common Stock issuable upon exercise of options outstanding at December 31, 2020, the weighted average exercise price of those options, and the number of shares of Common Stock remaining available for future issuance at December 31, 2020, excluding shares of Common Stock issuable upon exercise of outstanding options.

~~The Board of Directors recommends a vote FOR approval of the Principal Financial Group, Inc. 2021 Stock Incentive Plan, as described above.~~

TABLE OF CONTENTS

Company will pay all solicitation expenses in connection with the solicitation process. We have engaged Georgeson to assist with the ~~continuing public health impact~~soliciation of ~~the coronavirus outbreak (COVID-19) and to support the health and well-being~~proxies for an estimated fee of our shareholders and other stakeholders, we have decided that this year's Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: http://www.meetingcenter.io/290248661 at the meeting date and time described above. The password for the meeting is PFG2021. There is no physical location for the Annual Meeting.

$22,000.

When the Board asks for your proxy, it must provide you access to proxy materials that contain information required by law. These materials were first made available oron the Company’s website on April 8, and sent to shareholders, on or about April ~~5, 2021.~~

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 two of ~~Company's~~the Company’s officers to act as proxies for the ~~2021~~2024 Annual Meeting: Deanna D. Strable-Soethout, Executive Vice President and Chief Financial Officer; and ~~Christopher J. Littlefield,~~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 terms;

•

~~An advisory vote to approve~~

Advisory approval of our Named Executive ~~Officer~~Officers’ compensation;

and

•

Ratification of the appointment of independent ~~auditors; and~~

•

~~Approval~~auditors.

Will there be any other items of business on the ~~Principal Financial Group, Inc. 2021 Stock Incentive Plan.~~

agenda?

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

~~Principal does not~~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 the Record Date ~~(March 24, 2021)~~ can vote at the 2024 Annual Meeting.


72 ~~2021 Proxy Statement~~

~~Table of Contents~~

How many votes do I have?

~~How many votes do I have?~~

You will have one vote for every share of Company Common Stock you owned on the Record Date.

~~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 ~~273,388,576~~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;

•

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;

and

•

Proposal Three.The appointment of the independent auditors will be ratified if there are more votes ~~for the proposal than votes against the proposal; and~~

•

~~The vote to approve the Principal Financial Group, Inc. 2021 Stock Incentive Plan will be approved if there are more votes~~cast for the proposal than against the ~~proposal;~~

proposal.

•

Abstentions and broker non-votes will be treated as being present at the meeting for 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, the ratification of independent auditors, or the vote to approve the Principal Financial Group, Inc. 2021 Incentive Stock Plan.

~~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 items (Proposals One and Two) are called ~~"broker~~“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. Shareholders may vote ~~"for," "against"~~“for,” “against,” or ~~"abstain"~~“abstain” from voting for each ~~of the~~ Director nominees, the proposal to approve the Amended and Restated Principal Financial Group, Inc. Director Stock Plan, the proposal to approve the Principal Financial Group, Inc. 2021 Stock Incentive Plan, thenominee in Proposal One, Proposal Two (the advisory vote to approve Named Executive Officer ~~compensation,~~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.

•

Through the Internet. You may vote online at ~~www.investorvote.com.~~www.investorvote.com/PFG. Follow the instructions provided in the notice of internet availability of proxy materials or on the proxy or voting instruction card. If you vote through the internet, do not return your proxy or voting instruction card.


				~~2021 Proxy Statement~~ 73

~~Table of Contents~~

~~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.

~~How do I vote in person?~~

How do I vote in person?

Because the ~~2021~~2024 Annual Meeting will be ~~entirely virtual by webcast,~~held virtually, you will not be able to vote your shares in person. We encourage you to vote in advance of the meeting by mail, telephone, or ~~through the~~ internet. In addition, you can vote at the virtual ~~meeting~~2024 Annual Meeting by using the instructions provided above at ~~"How~~“How do I register to attend the 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 ~~14, 2021.~~

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 ~~("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 ~~14, 2021.~~

17, 2024.

~~How do I vote my shares held in the Company's Employee stock purchase plan (ESPP)?~~

~~The trustees of~~Who counts 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 14, 2021~~.

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~~Named Executive Officers’ compensation;

and

•

~~"For"~~

“For” the ratification of Ernst & Young LLP as the Company’s independent ~~auditors; and~~

•

~~"For" the approval of Principal Financial Group, Inc. 2021 Stock Incentive Plan~~

auditors.


74 ~~2021 Proxy Statement~~

~~Table of Contents~~

~~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 during ~~your participation in~~ the virtual ~~meeting via webcast.~~

2024 Annual Meeting.

~~How do I contact the Board?~~

How do I contact the Board?

You may contact the Lead Director through the Investor Relations section of the ~~Company's~~Company’s website at www.principal.com, or by writing to:

Lead Director, c/o ~~Chris Littlefield~~
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 or nominate a director for the 2022 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 ~~17, 2022.~~20, 2025. Proposals should be sent to the ~~Company's Secretary.~~Company’s Secretary at the principal executive offices of the Company, 711 High Street, Des Moines, IA 50392. To be included in next ~~year's~~year’s proxy statement, proposals submitted pursuant to SEC Rule 14a-8 must be received by December ~~6, 2021.~~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 ~~18, 2022~~21, 2025, and February ~~17, 2022.~~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.

For proxy access nominees to be considered at the ~~2022 annual meeting,~~2025 Annual Meeting, the nomination notice must be received by the ~~Office of the~~ Secretary no earlier than November ~~6, 2021,~~9, 2024, and no later than December ~~6, 2021.~~9, 2024. Among other things, the notice must include the information and documents described in Section 1.17 of the ~~Company's~~Company’s By-Laws.

~~What is "householding?"~~

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 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, which are available on the ~~Company's~~Company’s website at www.principal.com and 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 ~~Principal's~~the 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 vote by using the internet or telephone or by returning the proxy or voting instruction card.


				~~2021 Proxy Statement~~ 75

~~Table of Contents~~

~~Appendix A~~

~~Principal Financial Group, Inc. 2021 Stock Incentive Plan~~

~~PRINCIPAL FINANCIAL GROUP, INC.~~
~~2021 STOCK INCENTIVE PLAN~~

~~SECTION 1.~~
~~PURPOSE; EFFECTIVE DATE.~~

~~(a)~~ ~~Purpose~~. The purpose of the Principal Financial Group, Inc. 2021 Stock Incentive Plan (the "Plan") is to foster and promote the long-term financial success of the Company and its subsidiaries and materially increase shareholder value by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company, and (c) enabling the Company to attract and retain the services of outstanding service providers upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent, through the grant of awards under the Plan to Employees, Agents and Non-Employee Directors.

~~(b)~~ ~~Effective Date~~. The Plan shall become effective on the date it is approved by the Company's shareholders, which shall be considered the date of its adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i). No Awards shall be made under the Plan prior to its effective date.

~~SECTION 2.~~
~~DEFINITIONS~~

~~(a)~~ ~~Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below:~~

(1) "Agent" means each insurance agent (whether or not a statutory employee) and each other individual providing personal service to the Company or any Subsidiary who, in either case, is not an Employee.

~~(2) "Award" means an Option, SAR, award of Restricted Stock, an award of Restricted Stock Units or an Other Stock-Based Award.~~

(3) "Award Agreement" means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant.

~~(4) "Beneficial Owner" means such term as defined in Rule 13d-3 under the Exchange Act.~~

~~(5) "Board" means the Board of Directors of the Company.~~

(6) "Cause" means, unless otherwise determined by the Committee in an Award Agreement, (i) dishonesty, fraud or misrepresentation, (ii) the Participant's engaging in conduct that is injurious to the Company or any Subsidiary in any way, including, but not limited to, by way of damage to its reputation or standing in the industry, (iii) the Participant's having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony; (iv) the breach by the Participant of any written covenant or agreement with the Company or any Subsidiary not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Subsidiary or not to compete or interfere with the Company or any Subsidiary or (v) a violation by the Participant of any policy of the Company or any Subsidiary.

~~(7) "Change of Control" means, unless otherwise determined by the Committee in an Award Agreement, the occurrence of any one or more of the following:~~

(i) any SEC Person becomes the Beneficial Owner of 40% or more of the Common Stock or of Voting Securities representing 40% or more of the combined voting power of all Voting Securities of the Company (such an SEC Person, a "~~40% Owner"); or~~

~~(ii) the Incumbent Directors cease for any reason to constitute at least a majority of the Board; or~~

~~(iii) consummation of a merger, reorganization, consolidation, or similar transaction (any of the foregoing, a "Reorganization Transaction") where the SEC Persons who were the direct or indirect owners of the outstanding Common Stock and Voting Securities of the Company immediately before such~~


				~~2021 Proxy Statement~~ ~~A-1~~

~~Table of Contents~~

Reorganization Transaction are not or do not become, immediately after the consummation of such Reorganization Transaction, the direct or indirect owners of no less than 60% of each of (i) the then-outstanding common stock of the Surviving Corporation and (ii) the combined voting power of the then-outstanding Voting Securities of the Surviving Corporation, in substantially the same respective proportions as such SEC Persons' ownership of the Common Stock and Voting Securities of the Company immediately before such Reorganization Transaction; or

(iv) approval by the Company's shareholders and consummation of a plan or agreement for the sale or other disposition of all or substantially all of the consolidated assets of the Company or of a plan of liquidation of the Company.

(8) "Change of Control Price" means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

~~(9) "Code" means the Internal Revenue Code of 1986, as amended.~~

(10) "Committee" means the Human Resources Committee of the Board or such other committee of the Board as the Board shall designate from time to time or, in the case of matters pertaining to Awards to Non-Employee Directors, the Committee shall mean the Nominating and Governance Committee of the Board.

~~(11) "Common Stock" means the common stock of the Company, par value $0.01 per share.~~

~~(12) "Company" means Principal Financial Group, Inc., a Delaware corporation, and any successor thereto.~~

(13) "Disability" means, with respect to any Participant, long-term disability as defined under any long-term disability plan maintained by the Company or a Subsidiary in which the Participant participates. In the event of any question as to whether a Participant has a Disability, the plan administrator of the relevant long-term disability plan shall determine whether a disability exists, in accordance with such plan.

(14) "Domestic Partner" means any person qualifying to be treated as a domestic partner of a Participant under the applicable policies, if any, of the Company or Subsidiary which employs the Participant.

~~(15) "Employee" means any employee (including each officer) of the Company or any Subsidiary.~~

~~(16) "Exchange Act" means the Securities Exchange Act of 1934, as amended.~~

~~(17) "Executive Officer" means any officer of the Company or any Subsidiary who is subject to the reporting requirements under Section 16(b) of the Exchange Act.~~

(18) "Fair Market Value" means, on any date, the price of the last trade, regular way, in the Common Stock on such date on the Nasdaq Stock Market (Nasdaq) or, if at the relevant time the Common Stock is not listed to trade on Nasdaq, on such other recognized quotation system on which the trading prices of the Common Stock are then quoted (the "applicable exchange"). In the event that (i) there are no Common Stock transactions on the applicable exchange on any relevant date, Fair Market Value for such date shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported or (ii) the applicable exchange adopts a trading policy permitting trades after 5 P.M. Eastern Standard Time ("EST"), Fair Market Value shall mean the last trade, regular way, reported on or before 5 P.M. EST (or such earlier or later time as the Committee may establish from time to time).

(19) "Family Member" means, as to a Participant, any (i) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, mother-in-law, father-in-law, son-in-law or daughter-in-law (including adoptive relationships), or Domestic Partner of such Participant, (ii) trusts for the exclusive benefit of one or more such persons and/or the Participant and (iii) other entity owned solely by one or more such persons and/or the Participant.

~~(20) "40% Owner" shall have the meaning ascribed thereto in the definition of Change of Control.~~

~~(21) "Full Value Award" means an Award other than an Option or SAR.~~

~~(22) "Incentive Stock Option" (ISO) means an option within the meaning of Section 422 of the Code.~~

(23) "Incumbent Directors" means, as of any date, the individuals then serving as members of the Board who were also members of the Board as of the date two years prior to the date of determination; provided that any


~~A-2~~ ~~2021 Proxy Statement~~

~~Table of Contents~~

member appointed or elected as a member of the Board after such prior date, but whose election, or nomination for election, was approved by a vote or written consent of at least a majority of the directors then comprising the Incumbent Directors shall also be considered an Incumbent Director unless such person's election, or nominated for election, to the Board was as a result of, or in connection with, a proxy contest or a Reorganization Transaction.

(24) "Net Exercised" shall mean the exercise of an Option or any portion thereof by the delivery to the person exercising such Option of the greatest number of whole shares of Common Stock having a Fair Market Value on the date of exercise not in excess of the difference between the aggregate Fair Market Value of the shares of Common Stock subject to the Option (or the portion of such Option then being exercised) and the aggregate exercise price for all such shares of Common Stock under the Option (or the portion thereof then being exercised), with any fractional share that would result from such equation to be payable in cash.

~~(25) "Non-Employee Director" means a member of the Board who is not an Employee.~~

~~(26) "Nonstatutory Stock Option" (NSO) means an option which is not an Incentive Stock Option within the meaning of Section 422 of the Code.~~

(27) "Option" means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be either (i) an "Incentive Stock Option" (ISO) within the meaning of Section 422 of the Code or (ii) an option which is not an Incentive Stock Option (a "Nonstatutory Stock Option" (NSO)).

(28) "Other Stock-Based Award" means an award of, or related to, shares of Common Stock other than an Award of Options, SARs, Restricted Stock, or Restricted Stock Units, as granted by the Committee in accordance with the provisions of Section 8 hereof.

~~(29) "Participant" means any Employee, Agent or Non-Employee Director designated by the affirmative action of the Committee (or its delegate) to participate in the Plan.~~

(30) "Performance Criteria" means the objectives established by the Committee for a Performance Period pursuant to Section 9(b) for the purpose of determining the extent to which a performance-based Award has been earned.

~~(31) "Performance Period" means the period selected by the Committee during which performance is measured for the purpose of determining the extent to which a performance-based Award has been earned.~~

~~(32) "Period of Restriction" means the period specified by the Committee or established pursuant to the Plan during which a Restricted Stock or Restricted Stock Unit award is subject to forfeiture.~~

~~(33) "Prior Plans" mean the Principal Financial Group, Inc. 2014 Stock Incentive Plan and the Principal Financial Group Inc. 2020 Director Stock Plan.~~

~~(34) "Reorganization Transaction" shall have the meaning ascribed thereto in the definition of Change of Control.~~

(35) "Restricted Stock" means an award of Stock made pursuant to Section 7 that is forfeitable by the Participant until the completion of a specified period of future service, the achievement of pre-established performance objectives and/or until otherwise determined by the Committee or in accordance with the terms of the Plan.

(36) "Restricted Stock Unit" means a contractual right awarded pursuant to Section 7 that entitles the holder to receive shares of Common Stock (or the value thereof in cash or a combination of shares and cash) upon the completion of a specified period of future service or the achievement of pre-established performance objectives and/or at such other time or times determined by the Committee or in accordance with the terms of the Plan.

(37) "SAR" means a stock appreciation right granted under Section 6 of the Plan in respect of one or more shares of Common Stock that entitles the holder thereof to receive, in Common Stock (unless otherwise determined by the Committee at the time of grant), an amount per share of Common Stock equal to the excess, if any, of the Fair Market Value on the date the SAR is exercised over the Fair Market Value on the date the SAR is granted.


				~~2021 Proxy Statement~~ ~~A-3~~

~~Table of Contents~~

(38) "SEC Person" means any person (as such term is defined in Section 3(a)(9) of the Exchange Act) or group (as such term is used in Rule 13d-5 under the Exchange Act), other than an affiliate or any employee benefit plan (or any related trust) of the Company or any of its affiliates.

(39) "Subsidiary" means (i) any corporation in which the Company owns, directly or indirectly, at least 50% of the total combined voting power of all classes of stock of such corporation, (ii) any partnership or limited liability company in which the Company owns, directly or indirectly, at least 50% of the capital interests or profits interest of such partnership or limited liability company and (iii) any other business entity in which the Company owns at least 50% of the equity interests thereof, provided that, in any such case, the Company is in effective control of such corporation, partnership, limited liability company or other entity.

(40) "Surviving Corporation" means the corporation resulting from a Reorganization Transaction or, if securities representing at least 50% of the aggregate voting power of such resulting corporation are directly or indirectly owned by another corporation, such other corporation.

~~(41) "Voting Securities" means, with respect to any corporation, securities of such corporation that are entitled to vote generally in the election of directors of such corporation.~~

~~SECTION 3.~~
~~POWERS OF THE COMMITTEE; GENERAL TERMS OF AWARDS~~

~~(a)~~ ~~Power to Grant~~. The Committee shall determine those Employees, Agents and/or Non-Employee Directors to whom an Award shall be granted and the terms and conditions of any and all such Awards. The Committee may establish different terms and conditions for different Awards and different Participants and for the same Participant for each Award such Participant may receive, whether or not granted at different times. The Committee may amend the terms of an Award or accelerate the vesting or modify the Period of Restriction, subject to the other terms of the Plan.

~~(b)~~ ~~Rules, Interpretations and Determinations~~. The Plan shall be administered by the Committee. The Committee shall have full authority to interpret and administer the Plan, to establish, amend, and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of the Company, to construe the terms of any Award or any document evidencing the grant of such Award and to make all other determinations necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes. Unless otherwise expressly provided hereunder, any power, discretion or authority conveyed to or reserved to the Committee may be exercised by it in its sole and absolute discretion. Determinations, interpretations, or other actions made or taken by the Committee shall be final, binding, and conclusive for all purposes and upon all persons.

~~(c)~~ ~~Delegation of Authority~~. The Committee may delegate to the Company's Chief Executive Officer and/or to other officer(s) of the Company the power and authority to make and/or administer Awards under the Plan with respect to individuals who are below the position of Senior Vice President (or any analogous title), pursuant to such conditions and limitations as the Committee may establish. Unless the Committee shall otherwise specify, any delegate shall have the authority and right to exercise (within the scope of such person's delegated authority) all of the same powers and discretion that would otherwise be available to the Committee pursuant to the terms hereof. The Committee may also appoint agents (who may be officers or employees of the Company) to assist in the administration of the Plan and may grant authority to such persons to execute agreements or other documents on its behalf. All expenses incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid or provided for by the Company.

~~(d)~~ ~~Awards to Non-Employee Directors~~. Notwithstanding anything to the contrary in the Plan, the Nominating and Governance Committee of the Board shall perform the duties and have the power, authority and responsibilities of the Committee with respect to Awards made to Non-Employee Directors, unless determined otherwise by the Board.

~~(e)~~ ~~Restrictive Covenants and Other Conditions~~. Without limiting the generality of the foregoing, the Committee may condition the grant of any Award under the Plan upon the Participant to whom such Award would be granted agreeing in writing to certain conditions (such as restrictions on the ability to transfer the underlying shares of Common Stock) or covenants in favor of the Company and/or one or more Subsidiaries (including, without limitation, covenants not to compete, not to solicit employees and customers and not to disclose confidential information, that may continue in effect following the termination of the Participant's employment or service with the Company and its Subsidiaries and after the Common Stock subject to the Award has been transferred to the


~~A-4~~ ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Participant), including, without limitation, the requirement that the Participant disgorge any profit, gain or other benefit received in respect of the Award prior to any breach of any such covenant.~~

~~(f)~~ ~~Vesting and Term~~. Each Agreement shall set forth the period until the applicable Award is scheduled to vest and/or become exercisable, any Period of Restriction and, if applicable, any date of expiration (which shall not be more than ten years from the grant date). Awards that vest or for which the Period of Restriction lapses based solely on the satisfaction by the Participant of service-based vesting conditions shall be subject to a vesting period of not less than one year from the applicable grant date (during which no portion of the award may be scheduled to vest), and Awards whose grant, vesting or Period of Restriction is subject to the satisfaction of performance goals over a performance period shall be subject to a performance period of not less than one year. The foregoing minimum vesting and performance periods will not, however, apply in connection with: (i) a Change of Control as provided in Section 10, (ii) a termination of service due to death or Disability, (iii) to a substitute award issued pursuant to Section 4(d) that does not reduce the vesting period of the award being replaced, (iv) Awards made in payment of or exchange for other compensation already earned and payable, and (v) outstanding, exercised and settled Awards involving an aggregate number of Shares not in excess of 5% of the Plan's share reserve specified in Section 4(a). For purposes of Awards to Non-Employee Directors, a vesting period will be deemed to be one year if runs from the date of one annual meeting of the Company's shareholders to the date of the next annual meeting of the Company's shareholders.

~~(g)~~ ~~Participants Based Outside the United States~~. To conform with the provisions of local laws and regulations, or with local compensation practices and policies, in foreign countries in which the Company or any of its Subsidiaries operate, but subject to the limitations set forth herein regarding the maximum number of shares issuable hereunder and the maximum award to any single Participant, the Committee may (i) modify the terms and conditions of Awards granted to Participants employed outside the United States ("~~Non-US Awards"), (ii) establish subplans with modified exercise procedures and such other modifications as may be necessary or advisable under the circumstances ("Subplans~~"), and (iii) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan. The Committee's decision to grant Non-US Awards or to establish Subplans is entirely voluntary, and at the complete discretion of the Committee. The Committee may amend, modify or terminate any Subplans at any time, and such amendment, modification or termination may be made without prior notice to the Participants. The Company, Subsidiaries, and members of the Committee shall not incur any liability of any kind to any Participant as a result of any change, amendment or termination of any Subplan at any time. The benefits and rights provided under any Subplan or by any Non-US Award (i) are wholly discretionary and, although provided by either the Company or a Subsidiary, do not constitute regular or periodic payments and (ii) are not to be considered part of the Participant's salary or compensation under the Participant's employment with the Participant's local employer for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. If a Subplan is terminated, the Committee may direct the payment of Non-US Awards (or direct the deferral of payments whose amount shall be determined) prior to the dates on which payments would otherwise have been made, and, in the Committee's discretion, such payments may be made in a lump sum or in installments.

~~(h)~~ ~~Maximum Individual Grants for Participants other than Non-Employee Directors~~. Subject to adjustment as provided in Section 4(c), no Participant (other than a Non-Employee Director) shall be granted (i) Options or SARs (with tandem Options and SARs being counted only once with respect to this limit) during any calendar year with respect to more than 1,000,000 shares of Common Stock or (ii) Full Value Awards denominated in shares of Common Stock or such share equivalents during any calendar year with respect to more than 250,000 shares of Common Stock, which, in the case of performance-based awards shall be measured assuming achievement of the performance objectives at the targeted levels of performance (it being understood that any such grants may provide that, for performance above targeted levels, up to twice such number of shares may be payable). In addition, no Participant shall be granted performance-based Full Value Awards that are denominated other than in shares of Common Stock or such share equivalents during any calendar year with a value of more than $10,000,000.

~~(i)~~ ~~Maximum Awards to Non-Employee Directors~~. The aggregate grant date fair value (as determined in accordance with generally accepted accounting principles applicable in the United States) of all Awards granted during any calendar year to any Non-Employee Director, together with the amount of any cash fees or retainers paid to such Non-Employee Director during such calendar year with respect to such individual's service as a Non-Employee Director, shall not exceed $750,000 (or, in the case of a Participant serving as the Chairman of the Board who is not an employee, $1,000,000.


				~~2021 Proxy Statement~~ ~~A-5~~

~~Table of Contents~~

~~(j)~~ ~~Dividends and Dividends Equivalents~~. No dividends, dividend equivalents or distributions will be paid with respect to shares of Common Stock subject to an Option or SAR Award. Any dividends or distributions payable with respect to shares of Common Stock that are subject to the unvested portion of a Restricted Stock Award will be subject to the same restrictions and risk of forfeiture as the shares of Common Stock to which such dividends or distributions relate. In its discretion, the Committee may provide in an Award Agreement for a Full Value Award or an Other Stock-Based Award that the Participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding shares of Common Stock, on the units or other share equivalents subject to the Full Value Award or Other Stock-Based Award, and such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the units or other share equivalents to which such dividend equivalents relate. The additional terms of any such dividend equivalents will be as set forth in the applicable Agreement, including the time and form of payment and whether such dividend equivalents will be credited with interest or deemed to be reinvested in additional units or share equivalents. Any shares issued or issuable during the term of this Plan as the result of the reinvestment of dividends or the deemed reinvestment of dividend equivalents in connection with an Award or a Prior Plan Award shall be counted against, and replenish upon any subsequent forfeiture, the Plan's share reserve as provided in Section 4.

~~SECTION 4.~~
~~COMMON STOCK SUBJECT TO PLAN~~

~~(a)~~ ~~Number~~. Subject to Section 4(c) below, unless the shareholders of the Company approve an increase in such number by a shareholder vote, the maximum number of shares of Common Stock that may be made issuable or distributable under the Plan is 24,500,000, which amount shall be reduced by the number of shares subject to awards made, if any, under either Prior Plan after March 15, 2021 and before shareholder approval of the Plan, all of which shares may be issued as Incentive Stock Options. After the effective date of the Plan, no awards may be granted under any Prior Plan. The shares to be delivered under the Plan may consist, in whole or in part, of treasury Common Stock or authorized but unissued Common Stock, not reserved for any other purpose. In determining the number of shares of Common Stock to be counted against this share reserve in connection with any Award, the following rules shall apply:

~~(i) shares of Common Stock that are subject to Awards of Options or SARs shall be counted against the share reserve as one share for every one share granted.~~

~~(ii) shares of Common Stock that are subject to Full Value Awards shall be counted against the share reserve as three Shares for every one share granted.~~

(iii) Where the number of shares subject to an Award is variable on the grant date, the number of shares to be counted against the share reserve shall be the maximum number of shares that could be received under that particular Award, until such time as it can be determined that only a lesser number of shares could be received.

(iv) Where two or more types of Awards are granted to a Participant in tandem with each other, such that the exercise of one type of Award with respect to a number of shares cancels at least an equal number of shares of the other, the number of shares to be counted against the share reserve shall be the largest number of shares that would be counted against the share reserve under either of the Awards.

~~(v) Awards that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the shares authorized for grant to a Participant in any calendar year.~~

~~(b)~~ ~~Canceled or Terminated Awards. Any shares of Common Stock subject to an Award, or to an award granted under the Prior Plan that is outstanding on the effective date of this Plan (a "Prior Plan Award~~"), that expires, is cancelled or forfeited or is settled for cash shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for Awards under this Plan, and the share reserve under Section 4(a) shall be correspondingly replenished as provided below. The following shares of Common Stock shall not, however, again become available for Awards or replenish the share reserve under Section 4(a): (i) shares tendered (either actually or by attestation) by the Participant or withheld by the Company in payment of the exercise price of a stock option issued under this Plan or the Prior Plan, (ii) shares tendered (either actually or by attestation) by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an award under this Plan or the Prior Plan, (iii) shares repurchased by the Company with proceeds received from the exercise of an Option issued under this Plan or the Prior Plan, and (iv) shares subject to an SAR issued under this Plan or the Prior Plan that are not issued in connection with the stock settlement of that award upon its exercise. Each share of Common Stock that again becomes available for Awards as provided above shall correspondingly increase the share reserve under


~~A-6~~ ~~2021 Proxy Statement~~

~~Table of Contents~~

~~Section 4(a), with such increase based on the same share ratio by which the applicable share reserve was decreased upon the grant of the applicable award.~~

~~(c)~~ ~~Adjustment Due to Change in Capitalization~~. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate number and kind of shares of Common Stock or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum limitations prescribed by the Plan with respect to the grants to individuals of certain types of Awards. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of Participants. In either case, any such adjustment shall be conclusive and binding for all purposes of the Plan. No adjustment shall be made pursuant to this Section 4(a) in connection with the conversion of any convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Section 422(b) of the Code or cause an Award to be subject to adverse tax consequences under Section 409A of the Code.

~~(d)~~ ~~Assumption of Options and Other Equity-Based Awards~~. In the event that there is a merger, stock purchase or other transaction whereby the Company or any of its Subsidiaries acquires another business or any portion thereof, and that pursuant to the arrangements governing such acquisition, the Company agrees to provide options and/or other awards in respect of the Common Stock upon the assumption or in substitution of existing equity-based awards for other securities held by employees and other service providers of the acquired business, the shares of Common Stock subject to such assumed or substituted awards shall not be counted against the limits set forth under Section 4(a) (and no shares related to any such assumed or substituted awards shall be added to the number of awards issuable under this Plan pursuant to Section 4(b)), and none of the provisions of the Plan that would otherwise limit or constrain the ability of the Company to make such assumption or substitution (such as the provisions hereof that require the issuance of Options with an exercise price at least equal to the Fair Market Value on the date of grant) shall apply to the awards issued in substitution of the awards granted in respect of the employees and service providers of such acquired business.

~~SECTION 5.~~
~~STOCK OPTIONS~~

~~(a)~~ ~~Grant of Stock Options~~. Options may be granted to Participants in accordance with the terms of the Plan at such time or times as shall be determined by the Committee. Options granted under the Plan may be of two types: (i~~) Incentive Stock Options and (~~ii) Nonstatutory Stock Options. Except as otherwise provided herein, the Committee shall have complete discretion in determining the number of Options, if any, to be granted to a Participant, except that Incentive Stock Options may only be granted to Employees. The terms and conditions of each Option grant, including, but not limited to, the type of Option granted, the exercise price, the vesting and exercisability of the Option, the duration of the Option and the number of shares of Common Stock to which the Option pertains, shall be evidenced in writing. Each such Option grant may also contain such other terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine.

~~(b)~~ ~~Exercise Price~~. Nonstatutory Stock Options and Incentive Stock Options granted pursuant to the Plan shall have an exercise price no less than the Fair Market Value of a share of Common Stock on the date on which the Option is granted. Except in the case of an adjustment effected pursuant to Section 4(c), the Committee shall not (i) lower the exercise price of an Option after it is granted, (ii) cancel an Option when the exercise price exceeds the Fair Market Value of a share of Common Stock in exchange for case or another Award (other than in connection with a Change of Control) in accordance with Section 10), or (iii) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U. S. national securities exchange on which the shares of Common Stock are listed.

~~(c)~~ ~~Vesting and Exercise of Options~~.⁴ The Committee shall determine the vesting and exercisability schedule applicable with respect to any Option granted hereunder. Such schedule may require a minimum period of service that must be completed before all or a portion of such Option shall become vested and/or exercisable, and may establish performance-based conditions to the vesting or exercisability of such Option which are in addition to, in lieu of, or as an alternative to any service requirement. Subject to the provisions of this Section 5, once any portion of any Option has vested it shall remain exercisable for its full term. The Committee shall determine the term of


				~~2021 Proxy Statement~~ ~~A-7~~

~~Table of Contents~~

each Nonstatutory Stock Option or Incentive Stock Option granted hereunder, but, except as expressly provided below, in no event shall any such Option be exercisable for more than ten (10) years after the date on which it is granted. Without limiting the generality of the foregoing, each Option that is then exercisable in accordance with its terms shall be deemed to be exercised, in the manner set forth below, at the close of business on the scheduled expiration date of such Option so long as such exercise would result in a distribution to the holder of such Option of at least one share of Common Stock, taking into account any applicable tax withholding requirements (a "~~Deemed Exercise~~"). Upon such Deemed Exercise, the Company shall issue and deliver to the Participant the greatest number of whole shares of Stock equal to the quotient of (i) divided by (ii), with the quotient reduced as necessary to satisfy any applicable tax withholding requirements, where (i) and (ii) are:

~~(i) the product of~~

~~(x) the number of shares of Common Stock as to which the Option is being deemed exercised and~~

~~(y) the excess of the Fair Market Value on the Deemed Exercise date over the exercise price per share of such Option, and~~

~~(ii) the Fair Market Value on such date.~~

with any remainder being payable in cash to the Participant. If, on the scheduled expiration date of any Option, the exercise of such Option would not result in a Deemed Exercise, then such Option shall be canceled in accordance with its terms without further action by the Participant, the Committee or the Company.

~~(d)~~ ~~Payment~~. The Committee shall establish procedures governing the exercise of Options. No shares shall be delivered pursuant to any exercise of an Option unless arrangements satisfactory to the Committee have been made to assure full payment of the exercise price therefor. Without limiting the generality of the foregoing, payment of the exercise price may be made (i) in cash or its equivalent; (ii) by exchanging shares of Common Stock (which are not the subject of any pledge or other security interest) which have been owned by the person exercising the Option for at least six (6) months at the time of exercise; (iii) by any combination of the foregoing; provided that the combined value of all cash and cash equivalents paid and the Fair Market Value of any such Common Stock tendered to the Company, valued as of the date of such tender, is at least equal to such exercise price; or (iv) in accordance with any other procedure or arrangement approved by the Committee. Additionally, to the extent authorized by the Committee (whether at or after grant), Options may be Net Exercised subject to such terms and conditions as the Committee may from time to time impose.

~~(e)~~ ~~Incentive Stock Options~~. Notwithstanding anything in the Plan to the contrary, no Option that is intended to be an Incentive Stock Option may be granted after the tenth (10th) anniversary of the effective date of the Plan and no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of each Participant affected thereby, to disqualify any Incentive Stock Option under such Section 422. Incentive Stock Options may not be granted under the Plan to any Participant who is a 10% owner of the Company.

~~SECTION 6.~~
~~STOCK APPRECIATION RIGHTS~~

~~(a)~~ ~~Grant of SARs~~. SARs may be granted to Participants at such time or times as shall be determined by the Committee. SARs may be granted in tandem with an Option, or may be granted on a freestanding basis, not related to any Option. The term and conditions of any SAR grant shall be evidenced in writing and shall include such provisions not inconsistent with the Plan as the Committee shall determine.

~~(b)~~ ~~Terms and Conditions of SARs~~. Unless the Committee shall otherwise determine, the terms and conditions (including, without limitation, the exercise period of the SAR, the vesting schedule applicable thereto and the impact of any termination of service on the Participant's rights with respect to the SAR) applicable with respect to (i) SARs granted in tandem with an Option shall be substantially identical (to the extent possible taking into account the differences related to the character of the SAR) to the terms and conditions applicable to the tandem Options and (ii) freestanding SARs shall be substantially identical (to the extent possible taking into account the differences related to the character of the SAR) to the terms and conditions that would have been applicable under Section 5 above were the grant of the SARs a grant of an Option, including, without limitation, the provisions relating to a Deemed Exercise.


~~A-8~~ ~~2021 Proxy Statement~~

~~Table of Contents~~

~~(c)~~ ~~Exercise of Tandem SARs~~. SARs which are granted in tandem with an Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of shares and may be exercised only with respect to the shares of Common Stock for which the related Option is then exercisable.

~~(d)~~ ~~Payment of SAR Amount~~. Upon exercise of a SAR, the holder shall be entitled to receive payment, in cash, in shares of Common Stock or in a combination thereof, as determined by the Committee, of an amount determined by multiplying:

~~(i) the excess, if any, of the Fair Market Value of a share of Common Stock at the date of exercise over the Fair Market Value of a share of Common Stock on the date of grant, by~~

~~(ii) the number of shares of Common Stock with respect to which the SARs are then being exercised.~~

~~SECTION 7.~~
~~RESTRICTED STOCK AND RESTRICTED STOCK UNITS~~

~~(a)~~ ~~Grant of Restricted Stock or Restricted Stock Units~~. The Committee may grant Restricted Stock or Restricted Stock Units to Participants at such times and in such amounts, and subject to such other terms and conditions not inconsistent with the Plan as it shall determine. The Committee shall determine the Period of Restriction applicable with respect to any award of Restricted Stock or Restricted Stock Units. The Committee may provide that the Period of Restriction on Restricted Stock or Restricted Stock Units shall lapse, in whole or in part, upon the achievement of performance criteria. The terms and conditions of each grant of Restricted Stock or Restricted Stock Units shall be evidenced in writing.

~~(b)~~ ~~Shares Subject to Restricted Stock Awards~~. If Restricted Stock is evidenced by the issuance of stock certificates, the Committee shall require that such stock certificates be held in the custody of the Secretary of the Company until the Period of Restriction lapses, and that, as a condition of such Restricted Stock award, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such award. If Restricted Stock is evidenced by a book-entry in the name of the Participant, the shares shall bear comparable restrictions and corresponding stop transfer instructions. Except as provided in Section 12(a), no Restricted Stock may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the lapse of the Period of Restriction. Unless otherwise determined by the Committee at the time of grant and subject to Section 3(j), Participants holding shares of Restricted Stock may exercise full voting rights and other rights as a shareholder with respect to those shares during the Period of Restriction.

~~(c)~~ ~~Restricted Stock Units~~. A Participant receiving a Restricted Stock Unit shall not have any rights as a shareholder prior to the actual issuance of such Common Stock (although, pursuant to Section 3(j), the Committee may authorize the payment of dividend equivalents on such rights equal to the dividends that would have been payable had the corresponding equity rights been outstanding shares of Common Stock). Notwithstanding the foregoing provisions of this Section 7(c), at the time that an award of Restricted Stock Units is made (or, if later, at such time as may be permitted under transitional relief available under Section 409A of the Code), the time at which such award shall be payable (as opposed to when it becomes non-forfeitable) shall either (i) satisfy the requirements for such award to be treated as a short-term deferral within the meaning of Section 409A of the Code or (ii) shall be an event or fixed date (or more than one such permissible event or date, in the alternative) which is a permissible payment event or date for deferred compensation subject to Section 409A of the Code. For purposes of subclause (ii) of the immediately preceding sentence, if an award of Restricted Stock Units fails to specify an otherwise permissible event or date for payment, the payment date for any vested portion of any such award shall be the earlier of (i) within 60 days of the originally stated time vesting date (or, where multiple dates are used for different portions of such award, each such vesting date for each such portion), determined without regard to any accelerated vesting otherwise applicable to such award, or (ii) as provided in Section 10, the occurrence of a Change of Control which is also a change in ownership or effective control of the Company within the meaning of Section 409A of the Code.

~~SECTION 8.~~
~~OTHER STOCK BASED AWARDS~~

~~(a)~~ ~~Other Stock-Based Awards~~. The Committee may grant other types of equity-based and equity-related awards in addition to Options, SARs, Restricted Stock and Restricted Stock Units, including, but not limited to, the outright grant of Common Stock in satisfaction of obligations of the Company or any Subsidiary under another compensatory plan, program or arrangement, modified awards intended to comply with or structured in accordance with the provisions of applicable non-U.S. law or practice, or the sale of Common Stock, in such


				~~2021 Proxy Statement~~ ~~A-9~~

~~Table of Contents~~

amounts and subject to such terms and conditions as the Committee shall determine, including, but not limited to, the satisfaction of Performance Criteria. Each such Other Stock-Based Award shall be evidenced in writing and specify the terms and conditions applicable thereto. Any such Other Stock-Based Award may entail the transfer of actual shares of Common Stock or the payment of the value of such Award in cash based upon the value of a specified number of shares of Common Stock, or any combination of the foregoing, as determined by the Committee. The terms of any Other Stock-Based Award need not be uniform in application to all (or any class of) Participants, and each Other Stock-Based Award granted to any Participant (whether or not at the same time) may have different terms.

~~SECTION 9.~~
~~PERFORMANCE-BASED AWARDS~~

~~(a)~~ ~~Generally~~. Any Award may be granted as a performance-based Award if the Committee establishes one or more Performance Criteria that must be attained, and the Performance Period over which the specified Performance Criteria is to be attained as a condition to the grant, vesting, exercisability, lapse of the Period of Restrictions and/or settlement of such Award. The duration of Performance Periods may differ from each other and there may be more than one Performance Period in existence at any one time as to any Participant or all or any class of Participants.

~~(b)~~ ~~Performance Criteria~~. At the discretion of the Committee, Performance Criteria may be based on the total return to the Company's shareholders, inclusive of dividends paid, during the applicable Performance Period (determined either in absolute terms or relative to the performance of one or more similarly situated companies or a published index covering the performance of a number of companies), or upon the attainment of one or more of the following criteria, whether in absolute terms or relative to the performance of one or more similarly situated companies or a published index covering the performance of a number of companies: stock price, operating earnings, net income (before or after taxes), operating income (before or after taxes), operating margin, gross margin, net earnings, return on equity, income, market share, combined ratio, level of expenses, growth in revenue, earnings before interest, taxes, depreciation and amortization (EBITDA), earnings before interest and taxes (EBIT), cash flow (including operating cash flow and free cash flow), cash flow per share (before or after dividends), earnings per share, book value per share, net revenue, return on revenue, return on invested capital, return on assets, cash flow return on investment, cash flow return on capital, economic value added, assets under management, improvements in or attainment of working capital levels, debt ratio, and such other criteria as may be determined by the Committee. Performance Criteria may be established on a Company-wide basis or with respect to one or more business units or divisions or Subsidiaries or individual performance. When establishing or adjusting Performance Criteria for a Performance Period, the Committee may exclude certain unusual or infrequent items including, without limitation, acquisitions, divestitures, restructuring activities, recapitalizations, asset write-downs and changes in applicable tax laws or accounting principles.

~~(c)~~ ~~Certification of Attainment of Performance Criteria~~. As soon as practicable after the end of a Performance Period and prior to any payment in respect of such Performance Period, the Committee shall certify in the level of the specified Performance Criteria attained on the basis of performance in relation to the established Performance Criteria. In making such determination, the Committee may adjust or waive the Performance Criteria as it deems equitable in recognition of unusual or infrequent events affecting the Company or such other factors as the Committee may determine.

~~SECTION 10.~~
~~CHANGE OF CONTROL~~

~~(a)~~ ~~Accelerated Vesting and Payment~~. Subject to the provisions of Section 10(b) below, and unless otherwise provided by the Committee in an Award Agreement, in the event of a Change of Control (i) each Option and SAR then outstanding shall be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and/or SAR, (ii) the Period of Restriction shall lapse as to each share of Restricted Stock then outstanding, (iii) each outstanding Restricted Stock Unit shall become fully vested and payable, and (v) each outstanding Other Stock-Based Award shall become fully vested and payable. In the case of any performance-based Award, the Award shall be deemed earned at the level of performance specified in the Award Agreement for such Award. In addition, in connection with such a Change of Control, the Committee may, in its discretion, provide that each Option and/or SAR shall, upon the occurrence of such Change of Control, be canceled in exchange for a payment per share in cash (the "Settlement Payment") in an amount equal to the excess, if any, of the Fair Market Value over the exercise price for such Option or the base price of such SAR. Should the Committee authorize any Settlement Payments in respect of Options, the Committee may determine that any Options which have an exercise price per share below


~~A-10~~ ~~2021 Proxy Statement~~

~~Table of Contents~~

the Fair Market Value shall be deemed cancelled and satisfied in full for a deemed Settlement Payment of zero. The Committee may also direct that each Restricted Stock Unit and/or Other Stock-Based Award shall be settled in cash with its value determined based on the Change of Control Price.

~~(b)~~ ~~Alternative Awards~~. Notwithstanding Section 10(a), except as otherwise specified in Section 10(c) below, no cancellation, acceleration of exercisability, vesting, cash settlement or other payment shall occur with respect to any Award if the Committee reasonably determines in good faith, prior to the occurrence of a Change of Control, that such Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an "Alternative Award"), by a Participant's employer (or the parent or an affiliate of such employer) immediately following the Change of Control; ~~provided~~ ~~that any such Alternative Award must:~~

~~(i) be based on stock which is traded on an established U.S. securities market;~~

(ii) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment; provided that, if determined by the Committee, any performance-based Awards may be converted into Alternative Awards that vest and become payable solely upon the continued performance of services and in respect of the amount that would have been payable based upon performance through the date of the Change in Control or other measure of performance specified in the Participant's applicable Award Agreement;

~~(iii) have substantially equivalent economic value to such Award (determined at the time of the Change of Control and using valuation principles permitted under Treas. Reg. §1.424-1); and~~

(iv) have terms and conditions which provide that in the event that, during the 24-month period following the Change of Control, the Participant's employment or service is involuntarily terminated for any reason (including, but not limited to a termination due to death, Disability or without Cause) or Constructively Terminated (as defined below), all of such Participant's Options and/or SARs shall be deemed immediately and fully exercisable, the Period of Restriction shall lapse as to each of the Participant's outstanding Restricted Stock awards, each of the Participant's outstanding Restricted Stock Units and Other Stock-Based Awards shall vest and be payable in full and each such Alternative Award shall be settled for a payment per each share of stock subject to the Alternative Award in cash, in immediately transferable, publicly traded securities or in a combination thereof, in an amount equal to, in the case of an Option or SAR, the excess of the fair market value of such stock on the date of the Participant's termination over the corresponding exercise or base price per share and, in the case of any Restricted Stock, Restricted Stock Unit, or Other Stock-Based Award, the fair market value of the number of shares of stock subject or related thereto.

For this purpose, unless otherwise determined by the Committee in an Award Agreement, a Participant's employment or service shall be deemed to have been Constructively Terminated if the Participant terminates employment or service within 120 days following (x) a material reduction in the Participant's base salary or a Participant's incentive compensation opportunity, (y) a material reduction in the Participant's responsibilities, or (y) the relocation of the Participant's principal place of employment or service to a location more than 50 miles away from the Participant's prior principal place of employment or service without, in each case without the Participant's written consent.

~~(c)~~ ~~Section 409A~~. Should any event constitute a Change of Control for purposes of the Plan, but not constitute a change of control within the meaning of Section 409A of the Code, with respect to any Award that is deferred compensation for purposes of Section 409A (i.e., that is not exempt from the application of such Section by reason of an available exemption, such as for stock rights, restricted property or awards qualifying as short-term deferral within the meaning of such Section 409A of the Code), no payment or distribution shall be made to any affected Participant by reason of such Change of Control (although any other modification or enhancement to the Award, such as accelerated vesting, shall still apply) and the value of such Award as determined by the Committee prior to such Change of Control shall be paid to the affected Participant on the earlier to occur of (i) the day after the six month anniversary of such Participant's termination of employment and (ii) whichever of the following is applicable to such Award (A) with respect to any unvested Award that would have become vested solely upon the passage of time and the continued performance of service, the date the Award would have otherwise become vested without regard to the Change of Control, (B) with respect to any unvested Award that would have become vested upon the achievement of specified Performance Criteria, on the day following the last day of the applicable Performance Period or (C) if the Award was already vested at the time the Change of Control occurs, on the date on which the Award would have expired or been payable in accordance with its terms. If an event occurs that constitutes a


				~~2021 Proxy Statement~~ ~~A-11~~

~~Table of Contents~~

Change of Control both for purposes of the Plan and Section 409A of the Code, then Section 10(b) shall not be applicable with respect to any Award that is deferred compensation for purposes of Section 409A (i.e., that is not exempt from the application of such Section by reason of an available exemption, such as for stock rights, restricted property or awards qualifying as short-term deferral within the meaning of such Section 409A of the Code).

~~SECTION 11.~~
~~AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN~~

~~The Board may, at any time and from time to time amend, modify, suspend, or terminate this Plan, in whole or in part, without notice to or the consent of any Participant;~~ ~~provided~~, ~~however~~, ~~that~~ any amendment which would (i) increase the number of shares available for issuance under the Plan, (ii) lower the exercise price of an Option or SAR after it is granted, cancel an Option or SAR when the exercise price exceeds the Fair Market Value of a share of Common Stock in exchange for cash or another Award including Options or SARs (other than in connection with a Change of Control in accordance with Section 10), or take any other action with respect to an Option or SAR that would be treated as a repricing under the rules and regulations of the principal U. S. national securities exchange on which the Shares are listed, (iii) extend the maximum term for Options or SARs granted hereunder or (iv) otherwise amend the Plan in a material fashion that would require the approval of shareholders under the applicable rules and regulations of the exchange or automated quotation system on which the Common Stock is listed to trade shall be subject to the approval of the Company's shareholders. No amendment, modification, or termination of the Plan shall in any manner adversely affect any Award theretofore granted under the Plan, without the consent of the Participant.

~~SECTION 12.~~
~~MISCELLANEOUS PROVISIONS~~

~~(a)~~ ~~Transferability. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than in accordance with Section 12(b) below,~~ ~~providedthat~~ the Committee may permit transfers of Awards (other than Incentive Stock Options) to Family Members (including, without limitation, transfers effected by a domestic relations order) subject to such terms and conditions as the Committee shall determine, including requiring that such Awards be transferred without the receipt of consideration by the Participant.

~~(b)~~ ~~Beneficiary Designation~~. Notwithstanding anything to the contrary in the Plan, if provided by the Committee in an Award Agreement, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant's death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee.

~~(c)~~ ~~Deferral of Payment~~. At the time any Award is granted (or such earlier time as the Committee may require), the Committee may permit a Participant to elect, upon such terms and conditions as the Committee may establish, to defer receipt of shares of Common Stock that would otherwise be issued in connection with an Award.

~~(d)~~ ~~No Guarantee of Employment or Participation~~. The existence of this Plan, as in effect at any time or from time to time, or any grant of Award under the Plan shall not interfere with or limit in any way the rights of the Company or any Subsidiary to terminate any Participant's employment or other service provider relationship at any time, nor confer upon any Participant any rights to continue in the employ or service of the Company or any Subsidiary or any other affiliate of the Company. Except to the extent expressly selected by the Committee to be a Participant, no person (whether or not an Employee, an Agent or a Non-Employee Director) shall at any time have a right to be selected for participation in the Plan or, having been selected as a Participant, to receive any additional awards hereunder, despite having previously participated in an incentive or bonus plan of the Company or an affiliate. The existence of the Plan shall not be deemed to constitute a contract of employment between the Company or any affiliate and any Employee, Agent or Non-Employee Director, nor shall it constitute a right to remain in the employ or service of the Company or any affiliate. Except as may be provided in a separate written agreement, employment with or service for the Company or any affiliate is at-will and either party may terminate the participant's employment or other service provider relationship at any time, for any reason, with or without cause or notice.

~~(e)~~ ~~Tax Withholding~~. The Company or an affiliate shall have the right to deduct from all payments or distributions hereunder any federal, state, foreign or local taxes or other obligations required by law to be withheld with respect thereto. The Company may defer issuance of Common Stock in respect of any Award until such requirements are


~~A-12~~ ~~2021 Proxy Statement~~

~~Table of Contents~~

satisfied. The Committee may, in its discretion, permit a Participant to elect, subject to such conditions as the Committee shall impose, (i) to have shares of Common Stock otherwise to be issued under the Plan withheld by the Company or (ii) to deliver to the Company previously acquired shares of Common Stock, in either case for the greatest number of whole shares having a Fair Market Value on the date immediately preceding the date on which the applicable tax liability is determined not in excess of the maximum individual statutory tax rate in each applicable jurisdiction to satisfy the withholding tax obligations with respect to any Award.

~~(f)~~ ~~No Limitation on Compensation; Scope of Liabilities~~. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans if and to the extent permitted by applicable law. The liability of the Company or any affiliate under this Plan is limited to the obligations expressly set forth in the Plan, and no term or provision of this Plan may be construed to impose any further or additional duties, obligations, or costs on the Company or any affiliate thereof or the Committee not expressly set forth in the Plan.

~~(g)~~ ~~Requirements of Law~~. The granting of Awards and the issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

~~(h)~~ ~~Term of Plan~~. The Plan shall be effective upon the date, if any, on which it is approved by the Company's shareholders. The Plan shall continue in effect, unless sooner terminated pursuant to Section 11 above, until the tenth anniversary of the date of such shareholder approval.

~~(i)~~ ~~Governing Law~~. The Plan, and all Awards granted hereunder (and the terms and conditions of any document evidencing any such grant), shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflict of laws.

~~(j)~~ ~~No Impact On Benefits~~. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, Awards shall not be treated as compensation for purposes of calculating an Employee's or Agent's right or benefits under any such plan, policy or program.

~~(k)~~ ~~No Constraint on Corporate Action~~. Except as provided in Section 11 above, nothing contained in this Plan shall be construed to prevent the Company, or any affiliate, from taking any corporate action (including, but not limited to, the Company's right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets) which is deemed by it to be appropriate, or in its best interest, whether or not such action would have an adverse effect on this Plan, or any awards made under this Plan. No director, beneficiary, or other person shall have any claim against the Company, or any of its affiliates, as a result of any such action.

~~(l)~~ ~~Indemnification~~. Each member of the Board and each member of the Committee shall be indemnified and held harmless by the Company and each Participant's employer against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member of the Board or Committee in connection with or resulting from any claim, action, suit, or proceeding to which such member may be made a party or in which such member may be involved by reason of any action taken or failure to act under the Plan (in the absence of bad faith) and against and from any and all amounts paid by such member in settlement thereof, with the Company's approval, or paid by such member in satisfaction of any judgment in any such action, suit, or proceeding against such member, ~~providedthat~~ such member shall give the Company an opportunity, at its own expense, to handle and defend the same before such member undertakes to handle and defend it individually. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which any such person may be entitled under the Company's Certificate of Incorporation or By-Laws, by contract, as a matter of law, or otherwise.

~~(m)~~ ~~Rights as a Shareholder. A Participant shall have no rights as a shareholder with respect to any shares of Common Stock covered by any Award until the Participant shall have become the holder of record of such shares.~~

~~(n)~~ ~~Captions. The headings and captions appearing herein are inserted only as a matter of convenience. They do not define, limit, construe, or describe the scope or intent of the provisions of the Plan.~~


				~~2021 Proxy Statement~~ ~~A-13~~

~~Table of Contents~~

~~Appendix B~~
~~Executive Compensation Benchmarking Study Participants~~



~~Towers Watson~~ ~~2020 Financial Services Executive Compensation Survey Participants~~
~~Participant List—Standard Analysis~~
~~AAA Life Insurance~~	~~CPP Investment Board~~	~~Federal Reserve Board~~
~~AAA Northern California, Nevada & Utah~~	~~CSAA Insurance group~~	~~Fidelity Bank~~
~~ACI Worldwide~~	~~CTBC Bank~~	~~Fidelity Investments (FMR)~~
~~AFLAC~~	~~Caliber Home Loans~~	~~Fifth Third Bancorp~~
~~AIG~~	~~Capital One Financial~~	~~First Citizens Bank~~
~~AXA Partners~~	~~Care First BlueCross BlueShield~~	~~First Financial Bancorp~~
~~Advisor Group~~	~~Caterpillar Financial Services~~	~~First National of Nebraska~~
~~AgFirst~~	~~Chicago Board Options Exchange~~	~~FirstBank~~
~~AgriBank, FCB~~	~~Chubb~~	~~Fiserv~~
~~Alliance Data Systems~~	~~Cigna~~	~~Florida Credit Union~~
~~Allianz Life Insurance~~	~~Citigroup~~	~~Freddie Mac~~
~~Allianz Partners~~	~~Citizens Property Insurance~~	~~GATX~~
~~Allstate~~	~~City National Bank~~	~~GE Capital~~
~~Ally Financial~~	~~Cobank~~	~~GM Financial~~
~~AmTrust Financial Services~~	~~Comerica~~	~~GNY Insurance~~
~~Ameriprise Financial~~	~~Commerce Bancshares~~	~~General Reinsurance~~
~~Anthem~~	~~Compeer Financial~~	~~Genworth Financial~~
~~Aon~~	~~Computershare~~	~~Global Payments~~
~~Arthur J Gallagher & Company~~	~~Corporate One Federal Credit Union~~	~~Great American Insurance~~
~~Ascot Group~~	~~Country Financial~~	~~GreenStone~~
~~Aspen Insurance~~	~~Credit Suisse~~	~~Guardian Life~~
~~Associate Banc-Corp~~	~~Crusader Insurance Company~~	~~HAI Group~~
~~Assurant~~	~~Cullen Frost Bankers~~	~~HSBC Bank~~
~~Asurion~~	~~DLL Group~~	~~Harley-Davidson Financial Services~~
~~Athene~~	~~Delta Dental Plan of Michigan~~	~~Hartford Financial Services Group~~
~~Automobile Club of Sothern California~~	~~Delta Dental of California~~	~~HealthNow New York~~
~~BBVA~~	~~DentaQuest~~	~~Hiscox~~
~~BECU~~	~~Deutsche Bank~~	~~Horizon Blue Cross Blue Shield of New Jersey~~
~~BNP Paribas Asset Management~~	~~Eastern Bank~~
~~BUPA~~	~~Edward Jones~~	~~Humana~~
~~Bar Plan Mutual Insurance Company~~	~~Element Fleet Management~~	~~Huntington Bancshares~~
~~Barclays~~	~~Emblem Health~~	~~IQ-EQ~~
~~Beazley~~	~~Employers Mutual Casualty Company~~	~~Independence Blue Cross~~
~~Blue Cross Blue Shield of Florida~~	~~Empower~~	~~Ingenico~~
~~Blue Cross Blue Shield of Louisiana~~	~~Erie Insurance~~	~~Insurance Auto Auctions~~
~~Blue Cross Blue Shield of North Carolina~~	~~Experian Americas~~	~~Irvine~~
~~Blue Shield of California~~	~~FCCI Insurance~~	~~Jackson National Life~~
~~Boston Private Wealth~~	~~FINRA~~	~~Kemper Services Group~~
~~Bremer Financial~~	~~Farm Credit Bank of Texas~~	~~KeyCorp~~
~~Brighthouse Financial~~	~~Farm Credit Foundations~~	~~LPL Financial~~
~~Broadridge Financial Solutions~~	~~Farmers Group~~	~~Legal & General America~~
~~Brotherhood Mutual Insurance~~	~~Federal Reserve Bank of Atlanta~~	~~Liberty Mutual Insurance~~
~~Bryn Mawr Trust~~	~~Federal Reserve Bank of Boston~~	~~Lincoln Financial~~
~~CBRE Group~~	~~Federal Reserve Bank of Cleveland~~	~~M&T Bank~~
~~CFA Institute~~	~~Federal Reserve Bank of Minneapolis~~	~~MAPFRE U.S.A.~~
~~CME Group~~	~~Federal Reserve Bank of Richmond~~	~~Manulife Financial~~
~~Hardy~~	~~Federal Reserve Bank of San Francisco~~	~~Marsh & McLennan~~
~~CNO Financial~~	~~Federal Reserve Bank of St. Louis~~	~~Massachusetts Mutual~~
~~Mercury Insurance~~	~~Premera Blue Cross~~	~~MasterCard~~
~~MetLife~~	~~Primerica Life~~	~~Symetra Financial~~
~~Millers Mutual Insurance~~	~~Principal Financial Group~~	~~Synchrony Financial~~
~~MoneyGram~~	~~Progressive~~	~~Synovus Financial Corporation~~
~~Morgan Stanley~~	~~Protective Life~~	~~T. Rowe Price Group~~


				~~2021 Proxy Statement~~ ~~B-1~~

~~Table of Contents~~


~~Mr. Cooper~~	~~Prudential Financial~~		~~Texas Life~~
~~Mutual of Omaha~~	~~R&Q Insurance Services~~		~~Thrivent Financial for Lutherans~~
~~NC State Employees' Credit Union~~	~~Radian Group~~		~~Tokio Marine HCC~~
~~NCCI Holdings~~	~~Red Cedar Investment Management~~		~~TransUnion~~
~~Nasdaq~~	~~Refinitiv~~		~~Transamerica~~
~~Nationwide~~	~~Regions Financial~~		~~Travelers~~
~~Navient~~	~~Reinsurance Group of America (RGA)~~		~~Two Harbors Investment Corp~~
~~Navy Federal Credit Union~~	~~Repay Holdings~~		~~U.S. Bancorp~~
~~New York Life~~	~~Royal Bank of Scotland Group~~		~~UBS~~
~~Northern Trust~~	~~Ryan LLC~~		~~USAA~~
~~Northwest Bancorp~~	~~S&P Global~~		~~Unum~~
~~Northwestern Mutual~~	~~SVB Financial~~		~~Visa~~
~~OneAmerica Financial Partners~~	~~SchoolsFirst FCU~~		~~Voya Financial Services~~
~~OneBeacon Insurance~~	~~Securian Financial Group~~		~~Water and Power Community Credit Union~~
~~Options Clearing Corporation~~	~~Simply Business~~
~~PMA Companies~~	~~Society Insurance~~		~~Webster Bank~~
~~Pacific Life~~	~~Southern Farm Bureau Life~~		~~Wellmark BlueCross BlueShield~~
~~People's Bank~~	~~StanCorp Financial Group~~		~~Western Union~~
~~Pinnacol Assurance~~	~~State Farm Insurance~~		~~Westfield Group~~
~~Plymouth Rock Assurance~~	~~State Teachers Retirement System of Ohio~~		~~Wintrust Financial Corporation~~
~~Popular~~			~~World Bank~~
~~Portfolio Recovery Associates~~Notice of 2024 Annual Meeting of Shareholders and Proxy Statement	~~Sun Life Financial~~	75		~~Wyndham Destinations~~

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

~~Zurich North America~~

	Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

~~Towers Watson~~ ~~2020 Diversified Insurance Compensation Survey Participants~~
~~AFLAC~~		~~New York Life~~
~~AIG~~A-1		~~Northwestern Mutual~~

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

~~Allianz Life Insurance~~		~~OneAmerica Financial Partners~~
~~Allstate~~		~~Pacific Life~~
~~Brighthouse Financial~~		~~Principal Financial Group~~
~~Cigna~~		~~Protective Life~~
~~CNO Financial~~		~~Prudential Financial~~
~~Equitable~~		~~Securian Financial Group~~
~~Genworth Financial~~		~~Sun Life Financial~~
~~Guardian Life~~		~~Symetra Financial~~
~~Hartford Financial Services~~		~~Thrivent Financial for Lutherans~~
~~John Hancock~~		~~Transamerica~~
~~Lincoln Financial~~		~~Unum~~
~~Massachusetts Mutual~~		~~USAA~~
~~MetLife~~		~~Voya Financial Services~~
~~Nationwide~~


~~B-2~~ ~~2021 Proxy Statement~~

~~Table of Contents~~



~~McLagan~~ ~~2020 U.S. Asset Management—Traditional Investments Survey Participants~~
~~Aberdeen Standard Investments~~		~~MacKay Shields LLC~~
~~Acadian Asset Management, LLC~~Notice of 2024 Annual Meeting of Shareholders and Proxy Statement		~~Mackenzie Financial Corporation~~
~~Adams Funds~~A-2		~~Macquarie Investment Management~~
~~AEW Capital Management~~		~~Makena Capital Management, LLC~~
~~Alliance Bernstein~~		~~Manning & Napier Advisors, Inc.~~
~~Allianz Global Investors~~		~~Manulife Asset Management~~
~~American Century Investments~~		~~Mercer Global Investments~~
~~Ameriprise Financial, Inc.~~		~~MFS Investment Management~~
~~Amherst Capital Management LLC~~		~~Morgan Stanley Investment Management~~
~~AMP Capital Investors Limited~~		~~Neuberger Berman Group~~
~~Amundi Pioneer Asset Management USA, Inc.~~		~~New York Life Investment Management LLC~~
~~Annaly Capital Management~~		~~Newfleet Asset Management, LLC~~
~~Apollo Global Management~~		~~Nikko Asset Management Americas, Inc.~~
~~Ariel Investments LLC~~		~~Ninety One North America, Inc. (formerly Investec)~~
~~Artisan Partners Limited Partnership~~		~~Nomura Asset Management U.S.A. Inc. / NCRAM~~
~~AssetMark~~		~~Northwestern Mutual Life Insurance Company~~
~~Atlanta Capital Management~~		~~Numeric Investors LLC~~
~~Aviva Investors~~		~~Nuveen~~
~~AXA Investment Managers~~		~~NWQ Investment Management Company, LLC~~
~~Barings LLC~~		~~Oaktree Capital Management, LLC~~
~~Baron Capital, Inc.~~		~~Orbis Investment Management Limited~~
~~Bessemer Trust Company~~		~~Pacific Investment Management Company LLC~~
~~BlackRock, Inc.~~		~~PanAgora Asset Management, Inc.~~
~~BlueBay Asset Management~~		~~Parametric Portfolio Associates~~
~~BNP Paribas Asset Management~~		~~Performance Trust Asset Management~~
~~BNY Mellon Asset Management~~		~~Polar Capital~~
~~Brandes Investment Partners, LP~~		~~PPM America, Inc.~~
~~Brandywine Global Investment Management, LLC~~		~~Principal Global Investors~~
~~Bridgewater Associates, Inc.~~		~~ProShare Advisors LLC~~
~~Bridgeway Capital Management, Inc.~~		~~Prudential Global Investment Management~~
~~Brown Advisory~~		~~Putnam Investments~~
~~Brown Brothers Harriman & Co.~~		~~Pzena Investment Management, LLC~~
~~Calamos Investments LLC~~		~~Rafferty Asset Management LLC (Direxion)~~
~~Capital Group~~		~~Raymond James Financial~~
~~Cardinal Capital Management, LLC~~		~~Resolute Investment Managers, Inc.~~
~~Causeway Capital Management LLC~~		~~Robeco Group~~
~~Ceredex Value Advisors LLC~~		~~Rockefeller Capital Management L.P.~~
~~Chilton Investment Company~~		~~Rothschild & Co. Asset Management US Inc.~~
~~Clark Capital Management Group, Inc.~~		~~Russell Investments~~
~~ClearBridge Investments~~		~~Sands Capital Management, LLC~~
~~Cohen & Steers, Inc.~~		~~Santa Barbara Asset Management, LLC~~
~~Commonfund~~		~~Schroder Investment Management~~
~~Conning Holdings Limited~~		~~SCS Financial~~
~~Copper Rock Capital Partners, LLC~~		~~Seafarer Capital Partners, LLC~~
~~D. E. Shaw Group~~		~~SEI Investments~~
~~Diamond Hill Capital Management, Inc.~~		~~Seix Investment Advisors LLC~~
~~Dimensional Fund Advisors Inc.~~		~~Shenkman Capital Management~~
~~DoubleLine Group LP~~		~~Silvant Capital Management LLC~~
~~Duff & Phelps Investment Management Co.~~		~~State Street Global Advisors~~
~~DuPont Capital Management~~		~~Sun Life Investment Management~~
~~DWS~~		~~Sustainable Growth Advisers~~
~~Eaton Vance Management~~		~~Symphony Asset Management LLC~~


				~~2021 Proxy Statement~~ ~~B-3~~

TABLE OF CONTENTS

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

Ares Management

Ariel Investments

Aristotle

Arrowstreet Capital

Artisan Partners Limited Partnership

Ashmore

AssetMark

AXA Investment Managers

Baillie Gifford

Bank of 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

Calamos Investments

Capital Group

Capital One

Carlyle Group

Causeway Capital Management

CBRE Global Investors

Chandler Asset Management

Charles Schwab & Co.

Clark Capital Management Group

ClearBridge Investments

CNL Financial Group

Cohen & Steers

Coho Partners Ltd.

Conning and Company

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

Harris Associates

Hartford

Heitman

HilltopSecurities

Horizon Investments

HSBC

Impax Group

Insight Investment

Invesco

Jackson National Life Insurance Company

Jacobs Levy Equity Management

Janus Henderson Investors

Jefferies

Jennison Associates

JP Morgan Chase

Kabouter Management

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

M&G Investments

M&T Bank Corporation

MacKay Shields

Macquarie Bank

Manulife

MetLife

MFS Investment Management

Mondrian Investment Partners

Morgan Stanley

Morningstar

National Life Group

~~Table of Contents~~


~~Epoch Investment Partners, Inc.~~	~~T. Rowe Price Associates, Inc.~~
~~Federated Hermes, Inc.~~	~~TCW LLC~~
~~Fidelity Investments~~	~~Thompson, Siegel & Walmsley LLC~~
~~First Eagle Investment Management, LLC~~	~~Thornburg Investment Management, Inc.~~
~~Franklin Templeton Investments~~	~~Tortoise~~
~~Fred Alger Management, Inc.~~	~~TwentyFour Asset Management (US) LP~~
~~GAM Investments~~	~~UBP Asset Management LLC~~
~~Glenmede Trust Company~~	~~UBS Asset Management~~
~~Goldman Sachs Asset Management~~	~~Van Eck Associates Corporation~~
~~Grantham, Mayo, Van Otterloo & Co. LLC~~	~~Vanguard Group, Inc., The~~
~~Gresham Investment Management LLC~~	~~Virtus Investment Partners, Inc.~~
~~GuideStone Financial Resources~~	~~VOYA Investment Management~~
~~Harding Loevner LP~~	~~Wellington Management Company, LLP~~
~~Hardman Johnston Global Advisors LLC~~	~~Wells Fargo Asset Management~~
~~Harris Associates~~	~~Western Asset Management Company~~
~~Hennessy Advisors, Inc.~~	~~Westfield Capital Management Company, L.P.~~
~~IFM Investors~~	~~Westwood Holdings Group, Inc.~~
~~Impax Asset Management~~	~~William Blair & Company, L.L.C.~~
~~Insight Investment LLC~~	~~WisdomTree Investments, Inc.~~
~~Intact Investment Management~~	~~York Capital Management~~
~~Invesco Ltd.~~		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.

~~J O Hambro Capital Management Ltd.~~
~~Jacobs Levy Equity Management, Inc.~~
~~Janus Henderson Investors~~Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
~~Jennison Associates LLC~~A-4
~~JPMorgan Asset & Wealth Management~~
~~Kayne Anderson Rudnick Investment Mgmt, LLC~~
~~LaSalle Investment Management Securities, LLC~~
~~Lazard Asset Management LLC~~
~~Lombard Odier Asset Management~~
~~Loomis, Sayles & Company, L.P.~~
~~Lord, Abbett & Co., LLC~~


~~B-4~~ ~~2021 Proxy Statement~~

TABLE OF CONTENTS

Appendix B

~~Table of Contents~~

~~APPENDIX C~~

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

For the year ended Dec. 31

(in millions, except as indicated)
2020
2019
2018
2017
2016

Net income attributable to PFG

Net income attributable to PFG
$ 1,395.8 $ 1,394.2 $ 1,546.5 $ 2,310.4 $ 1,316.5
Net realized capital (gains) losses, as adjusted(1)
(29.4 ) 174.9 51.0 (307.3 ) (37.4 )
Other after-tax adjustments
— — — (524.5 ) 52.0

Non-GAAP operating earnings
$ 1,366.4 $ 1,569.1 $ 1,597.5 $ 1,478.6 $ 1,331.1

~~(1)~~: This is a non-GAAP financial measure. See ~~reconciliation~~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%

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

B-1

Net realized capital gains (loses)

GAAP net realized capital gains (losses)
$ 302.6 $ (52.8 ) $ (75.4 ) $ 524.2 $ 171.1
Recognition of front-end fee revenues
11.4 8.5 0.4 (0.2 ) 0.2
Market value adjustments to fee revenues
(1.6 ) — 0.1 (0.1 ) (2.5 )
Net realized capital gains (losses) related to equity method investments
(1.5 ) 2.6 (5.4 ) 1.4 0.1
Derivative and hedging-related revenue adjustments
(132.9 ) (80.4 ) (64.9 ) (59.4 ) (94.1 )
Sponsored investment fund adjustments
17.3 23.6 12.9 6.3 6.1
Amortization of deferred acquisition costs
(0.5 ) (15.7 ) (25.6 ) 47.4 (66.2 )
Capital gains distributed—operating expenses
(41.7 ) (31.6 ) 15.7 (38.9 ) 3.7
Amortization of other actuarial balances
(26.3 ) (25.1 ) (1.4 ) 7.6 (11.2 )
Market value adjustments of embedded derivatives
(55.0 ) 66.6 18.5 48.1 50.0
Capital gains distributed—cost of interest credited
(8.2 ) (36.6 ) (1.3 ) (16.1 ) (10.9 )
Net realized capital gains (losses) tax adjustments
(28.2 ) (1.3 ) 71.4 (209.1 ) 6.6
Net realized capital gains (losses) attributable to noncontrolling interest, after-tax
(6.0 ) (32.7 ) 4.0 (3.9 ) (15.5 )

Total net realized capital gains (losses) after-tax adjustments
(273.2 ) (122.1 ) 24.4 (216.9 ) (133.7 )
Net realized capital gains (losses), as adjusted
$ 29.4 $ (174.9 ) $ (51.0 ) $ 307.3 $ 37.4
Diluted earnings per common share

Net income
$ 5.05 $ 4.96 $ 5.36 $ 7.88 $ 4.50
Net realized capital (gains) losses, as adjusted
(0.11 ) 0.62 0.17 (1.05 ) (0.13 )
Other after-tax adjustments
— — — (1.79 ) 0.18

Non-GAAP operating earnings
$ 4.94 $ 5.58 $ 5.53 $ 5.04 $ 4.55
Stockholders' equity

Stockholders' equity
$ 16,617.3 $ 14,685.8 $ 11,456.0 $ 12,921.9 $ 10,293.8
Noncontrolling interest
(58.4 ) (67.8 ) (66.0 ) (72.6 ) (66.5 )

Stockholders' equity attributable to Principal Financial Group, Inc.
16,558.9 14,618.0 11,390.0 12,849.3 10,227.3
Net unrealized capital (gains) losses
(4,156.5 ) (2,815.3 ) (207.3 ) (1,455.1 ) (827.0 )
Net unrecognized postretirement benefit obligation
460.5 435.6 512.9 371.1 408.4

Stockholders' equity, excluding AOCI other than foreign currency translation adjustment, available to common shareholders
$ 12,862.9 $ 12,238.3 $ 11,695.6 $ 11,765.3 $ 9,808.7
Net income ROE available to common stockholders (including AOCI)

Net income ROE available to common stockholders (including AOCI)
9.0 % 10.7 % 12.8 % 20.0 % 13.5 %
Net unrealized capital (gains) losses
2.5 % 1.4 % 0.9 % 2.1 % 1.1 %
Net unrecognized postretirement benefit obligation
–0.4 % –0.4 % –0.5 % –0.7 % –0.6 %

Net income ROE available to common stockholders (x-AOCI other than FCTA)
11.1 % 11.7 % 13.2 % 21.4 % 14.0 %
Net realized capital (gains) losses
–0.2 % 1.4 % 0.4 % –2.8 % –0.5 %
Other after-tax adjustments
0.0 % 0.0 % 0.0 % –4.9 % 0.6 %

Non-GAAP operating earnings ROE (x-AOCI other than FCTA)
10.9 % 13.1 % 13.6 % 13.7 % 14.1 %
Book value per common share including AOCI

Book value per common share including AOCI
$ 60.59 $ 52.85 $ 40.75 $ 44.46 $ 35.55
Net unrealized capital (gains) losses
(15.20 ) (10.17 ) (0.74 ) (5.03 ) (2.88 )
Net unrecognized postretirement benefit obligation
1.68 1.57 1.83 1.28 1.42

Book value excluding AOCI other than foreign currency translation adjustment
47.07 44.25 41.84 40.71 34.09
Foreign currency translation
4.80 4.85 4.51 3.18 3.81

Book value per common share excluding AOCI
$ 51.87 $ 49.10 $ 46.35 $ 43.89 $ 37.90


				~~2021 Proxy Statement~~ ~~C-1~~

TABLE OF CONTENTS

~~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

For the year ended Dec. 31

(in millions)
2020
2019
2018
2017
2016

Total revenues

Total revenues
$ 14,741.7 $ 16,222.1 $ 14,237.2 $ 14,093.2 $ 12,394.1
Net realized capital (gains) losses, net of related revenue adjustments
(195.3 ) 98.5 132.3 (472.2 ) (80.9 )
Adjustments related to equity method investments
33.5 72.5 55.3 82.3 67.6

Non-GAAP operating revenues
$ 14,579.9 $ 16,393.1 $ 14,424.8 $ 13,703.3 $ 12,380.8
Net revenue

Net revenue
$ 6,267.7 $ 6,363.3 $ 6,092.9 $ 5,716.5 $ 5,283.1
Operating expenses
(4,604.3 ) (4,456.6 ) (4,126.8 ) (3,832.3 ) (3,583.7 )
Non-GAAP pre-tax operating (earnings) losses attributable to noncontrolling interest(2)
(26.5 ) (17.4 ) (11.6 ) (10.5 ) (30.7 )
Pre-tax net realized capital gains (losses)
63.6 (140.9 ) (126.4 ) 520.3 46.3
Pre-tax other adjustments
— — — (70.0 ) (86.4 )
Certain adjustments related to equity method investments and noncontrolling interest
(7.0 ) (55.1 ) (43.7 ) (71.8 ) (36.9 )

Income before income taxes
$ 1,693.5 $ 1,693.3 $ 1,784.4 $ 2,252.2 $ 1,591.7
Income before income taxes

Income before income taxes
$ 1,693.5 $ 1,693.3 $ 1,784.4 $ 2,252.2 $ 1,591.7
Net realized capital (gains) losses
(302.6 ) 52.8 75.4 (524.2 ) (171.1 )
Net realized capital (gains) losses pre-tax adjustments
239.0 88.1 51.0 3.9 124.8
Non-GAAP pre-tax operating (earnings) losses attributable to noncontrolling interest(2)
(26.5 ) (17.4 ) (11.6 ) (10.5 ) (30.7 )
Income taxes related to equity method investments
33.5 72.5 55.3 82.3 67.6
Other after-tax adjustments
— — — 70.0 86.4

Non-GAAP pre-tax operating earnings
$ 1,636.9 $ 1,889.3 $ 1,954.5 $ 1,873.7 $ 1,668.7
Income from continuing operations before income taxes

Income from continuing operations before income taxes
$ 1,693.5 $ 1,693.3 $ 1,784.4 $ 2,252.2 $ 1,591.7
Net realized capital (gains) losses
(302.6 ) 52.8 75.4 (524.2 ) (171.1 )
Net (income) losses attributable to noncontrolling interest
(32.7 ) (49.9 ) (7.2 ) (14.1 ) (45.3 )

Non-GAAP pre-tax operating income
$ 1,358.2 $ 1,696.2 $ 1,852.6 $ 1,713.9 $ 1,375.3

1

~~(2)~~: This is a non-GAAP financial measure. See ~~reconciliation~~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	$—	$—	$—

Net income attributable to noncontrolling interest

Net income attributable to noncontrolling interest
$ 32.7 $ 49.9 $ 7.2 $ 14.1 $ 45.3
Income taxes attributable to noncontrolling interest
(0.2 ) 0.2 0.4 0.3 0.9
Net realized capital gains (losses) attributable to noncontrolling interest, after-tax
(6.0 ) (32.7 ) 4.0 (3.9 ) (15.5 )
Non-GAAP pre-tax operating earnings (losses) attributable to noncontrolling interest
$ 26.5 $ 17.4 $ 11.6 $ 10.5 $ 30.7

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	$—	$—	$—

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.


~~C-2~~ ~~2021~~Notice of 2024 Annual Meeting of Shareholders and 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~~

~~EE9039-19~~

~~MMMMMMMMMMMM + MMMMMMM C 1234567890 The Sample Company 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 ~~Online Go~~OnlineGo to www.investorvote.com/PFG or scan the QR code — login details are located in the shaded bar below. ~~Shareholder~~Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories 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 2024 Annual Meeting ~~Notice~~Proxy Card 1234 5678 9012 345 ~~Important Notice Regarding~~IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE The Board of Directors recommends a vote FOR all the ~~Availability~~nominees listed in Proposal 1. Election of ~~Proxy Materials~~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 Proposal 2. ForAgainst Abstain 2.Advisory Approval of Compensation of Our Named Executive Officers The Board of Directors recommends a vote FOR Proposal 3 3.Ratification of Appointment of Ernst & Young LLP as the Company's Independent Auditor for 2024 Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears 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. 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 X6 0 2 9 0 4

TABLE OF CONTENTS

[MISSING IMAGE: px_24princippxy01pg02-4c.jpg]

Principal Financial Group, Inc.'s Annual Meeting ~~to be Held via Live Webcast on Tuesday, May 18, 2021 When you go online, you can also consent to receive electronic delivery~~ of future materials. Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ 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! 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 to shareholders are available at: www.investorvote.com/PFG Easy Online Access — View your proxy materials and vote. Step 1: Step 2: Step 3: Step 4: Step 5: Go to www.investorvote.com/PFG. Click on the icon on the right to view meeting materials. Return to the investorvote.com window and follow the instructions on the screen to log in. Make your selections as instructed on each screen for your delivery preferences. Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 4, 2021 to facilitate timely delivery. + 2 N O T C O Y 001CSP00CE 03F9VD MMMMMMMMM

~~Shareholder Meeting Notice Principal Financial Group, Inc.’s Annual Meeting~~Shareholders will be held virtually on May ~~18, 2021~~21, 2024 via live webcast at ~~www.meetingcenter.io/290248661~~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. ~~The password~~There is no physical location for ~~this~~the annual meeting. As we have done in the past, Principal Financial Group, Inc. is taking advantage of the Securities and Exchange Commission’s rule that allows companies to provide proxy materials for the annual meeting ~~is - PFG2021 You do not need~~via the internet to registered shareholders.Instructions to participate in the Annual Meeting to vote. The Board of Directors recommends a vote FOR all of the nominees listed and FOR Proposals 2, 3, and 4: 1. 2. 3. 4. Election of Directors: Roger C. Hochschild, Daniel J. Houston, Diane C. Nordin and Alfredo Rivera Advisory Approval of Compensation of Our Named Executive Officers Ratification of Appointment of Independent Registered Public Accountants Approval of Principal Financial Group, Inc. 2021 Stock Incentive Plan PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. Due to the continued public health impact of COVID-19 and to support the health and well-being of our partners and shareholders, the Annual Meeting will be held in the virtual ~~format only via live webcast. There will not be a physical location for the Annual Meeting, but you may vote and ask questions virtually via live webcast by following the instructions~~annual meeting are available in our proxy statement and at www.principal.com/annualmeeting. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — — — Internet – Go to www.investorvote.com/PFG. Phone – Call us free of charge at 1-866-641-4276. Email – Send an email to investorvote@computershare.com with “Proxy Materials PFG” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, requests for a paper copy of proxy materials must be received by May 4, 2021.

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 17, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 13, 2021 for shares held in the Principal Financial Group, Inc. Employee Stock Purchase Plan (the "Plan"). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. PRINCIPAL FINANCIAL GROUP, INC. 711 HIGH STREET DES MOINES, IA 50392 ATTN: CINDY BLUMHARDT ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 17, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 13, 2021 for shares held in the Plan. Have your proxy card in hand when you call and then follow the instructions. VOTEIF VOTING BY MAIL, Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D46404-P50309 KEEP THIS PORTION FOR YOUR RECORDSSIGN, DETACH AND RETURN ~~THIS~~THE BOTTOM PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PRINCIPAL FINANCIAL GROUP, INC. The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4. 1. Election of Directors: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! 1a. Roger C. Hochschild 1b. Daniel J. Houston 1c. Diane C. Nordin 1d. Alfredo Rivera For Against Abstain ! ! ! ! ! ! ! ! ! 2. Advisory Approval of Compensation of Our Named Executive Officers 3. Ratification of Appointment of Independent Registered Public Accountants 4. Approval of Principal Financial Group, Inc. 2021 Stock Incentive Plan Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

The Principal Financial Group, Inc.’s Annual Meeting will be held on May 18, 2021 via live webcast at www.meetingcenter.io/290248661 at 9:00 a.m. Central Daylight Time. The password for this meeting is – PFG2021 Due to the continued public health impact of COVID-19 and to support the health and well-being of our partners and shareholders, the Annual Meeting will be held in the virtual format only via live webcast. There will not be a physical location for the Annual Meeting, but you may vote and ask questions virtually via live webcast by following the instructions available in our proxy statement and at www.principal.com/annualmeeting. You may attend and vote via the Internet during the Annual Meeting. In order to participate in the virtual Annual Meeting, please contact your bank, broker or other nominee to request a legal proxy no later than 5:00 p.m., Eastern Time, on May 14, 2021. We encourage you to vote your shares in advance. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D46405-P50309IN THE ENCLOSED 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 of Shareholders to be held virtually via live webcast at 9:00 a.m. Central Daylight Time on May ~~18, 2021.~~21, 2024. The shareholder signature(s) on this form hereby appoints Deanna D. Strable-Soethout and ~~Christopher J. Littlefield,~~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 ~~including those held in the Principal Financial Group, Inc. Employee Stock Purchase Plan (the "Plan"),~~ at the ~~2021~~2024 Annual Meeting of 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 meeting. If you hold your shar es in the Plan, your voting instructions must be r eceived by 11:59 p.m. Central Daylight Time on May 13, 2021 to be included in the tabulation. Continued and to be signed on reverse side

MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/PFG delete QR code and control # or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories 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. 2021 Annual Meeting Proxy Card 1234 5678 9012 345 q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Election of Directors: For Against Abstain 01 - Roger C. Hochschild 02 - Daniel J. Houston 03 - Diane C. Nordin 04 - Alfredo Rivera For Against Abstain For Against Abstain 2. Advisory Approval of Compensation of Our Named Executive Officers 3. Ratification of Appointment of Independent Registered Public Accountants 4. Approval of Principal Financial Group, Inc. 2021 Stock Incentive Plan Please sign exactly as name(s) appears hereon. 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. MMMMMMM C 1234567890 J N T 9 7 6 8 5 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 X 4 001CSP00CF 03F9TD MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4.

The Principal Financial Group, Inc.’s Annual Meeting will be held on May 18, 2021 via live webcast at www.meetingcenter.io/290248661 at 9:00 a.m. Central Daylight Time. To access the virtual 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. The password for this meeting is – PFG2021 Due to the continued public health impact of COVID-19 and to support the health and well-being of our partners and shareholders, the Annual Meeting will be held in the virtual format only via live webcast. There will not be a physical location for the Annual Meeting, but you may vote and ask questions virtually via live webcast by following the instructions available in our proxy statement and at www.principal.com/annualmeeting. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + This proxy is solicited on behalf of the Board of Directors of Principal Financial Group, Inc. for the annual meeting of shareholders to be held virtually via live webcast at 9:00 a.m. Central Daylight Time, May 18, 2021. The shareholder signature(s) on this form hereby appoints Deanna D. Strable-Soethout and Christopher J. Littlefield, 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 at the 2021 annual meeting of shareholders and at any adjournment thereof, upon all subjects that may properly come before the meeting, including the matters described in the 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 meeting. If you participate in (i) The Principal Select Savings Plan for Employees or The Principal Select Savings Plan for Individual Field (the “401(k) Plans”), or (ii) The Principal Financial Group, Inc. Stock Separate Account (the “Stock Separate Account”), then this proxy will also constitute voting instructions authorizing, in the case of the 401(k) Plans, Bankers Trust Company, NA of Des Moines, Iowa, as Trustee, or in the case of the Stock Separate Account, Northern Trust Investments, Inc., as Portfolio Manager and agent for Principal Life Insurance Company, respectively, as holder of plan assets invested in Principal Financial Group, Inc. common stock, to vote virtually or by proxy all shares credited to your account as of March ~~24, 2021,~~27, 2024, the record date, at the ~~2021 annual meeting~~2024 Annual Meeting of ~~shareholders~~Shareholders to be held on May ~~18, 2021~~21, 2024 or at any adjournment or postponement thereof. Your Principal Financial Group, Inc. shares, or those that are allocated to your 401(k) Plan or to the Stock Separate Account, will be voted in accordance with the directions on the reverse side. If you sign this proxy but no directions are given for your shares, 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 meeting. If you do not complete and submit this proxy, then in the case of your 401(k) Plan, the trustee will vote your shares as the trustee determines in its discretion, and in the case of the Stock Separate Account, 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. Instructions must be received by 1 a.m. Central Daylight Time on May ~~14, 2021~~17, 2024 to be included in the tabulation. Non-Voting Items Change of Address — Please print new address below. ~~+ C Non-Voting Items Principal Financial Group, Inc.~~

MMMMMMMMMMMM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2021 Annual Meeting Proxy Card q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Election of Directors: For Against Abstain 01 - Roger C. Hochschild 02 - Daniel J. Houston 03 - Diane C. Nordin 04 - Alfredo Rivera For Against Abstain For Against Abstain 2. Advisory Approval of Compensation of Our Named Executive Officers 3. Ratification of Appointment of Independent Registered Public Accountants 4. Approval of Principal Financial Group, Inc. 2021 Stock Incentive Plan Please sign exactly as name(s) appears hereon. 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. + 1 U P X 4 9 7 6 8 5 001CSP00CF 03F9UC MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4.

0001126328 3 2023-01-01 2023-12-31




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

Jonathan S. Auerbach		$	99,000		$	164,992	$	263,992

Mary E. Beams⁽²⁾		$	0		$	0	$	0

Betsy J. Bernard⁽³⁾		$	0		$	0	$	0

Jocelyn Carter-Miller		$	121,500		$	164,992	$	286,492

Michael T. Dan		$	99,000		$	164,992	$	263,992

Sandra L. Helton		$	130,500		$	164,992	$	295,492

C. Daniel Gelatt, Jr.⁽⁴⁾		$	0		$	0	$	0

Roger C. Hochschild		$	121,500		$	164,992	$	286,492

Scott M. Mills		$	144,000		$	164,992	$	308,992

Diane C. Nordin		$	99,000		$	164,992	$	263,992

Blair C. Pickerell		$	99,000		$	164,992	$	263,992

Clare S. Richer		$	97,370		$	161,803	$	259,173

Alfredo Rivera		$	54,686		$	78,884	$	133,570

Elizabeth E. Tallett		$	121,500		$	164,992	$	286,492

Named Executive Officer	2018		2019		2020		Percent Increase 2019 to 2020



Houston	$	900,000	$	900,000	$	1,000,000	11.1%

Strable-Soethout	$	595,000	$	595,000	$	645,000	8.3%

Dunbar	$	600,000	$	600,000	$	600,000	0%

Halter	$	575,000	$	575,000	$	575,000	0%

Valdés	$	615,500	$	615,500	$	615,500	0%

	Threshold	Target	Maximum	Actual 2020 Performance



Operating Earnings ($Mil.)	$1,253	$1,670	$2,088	$1,480

Payout	50%	100%	200%	77%

Name			2020 Target	PrinPay Score	Individual Modifier	Final Award



Houston	$	890,385	375%	80%	100%	$	2,671,154

Strable-Soethout	$	588,923	175%	80%	100%	$	824,492

Dunbar	$	558,462	400%	80%	105%	$	1,876,431

Halter	$	535,192	358%	80%	105%	$	1,609,430

Valdés	$	572,889	110%	80%	95%	$	478,935

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

2020-2022 PSU Performance Scale


Payout (% of Target)⁽¹⁾	50%	100%	150%

Average ROE	7.5%	13.7%	17.8%

Average Pre-tax RONR	25.7%	30.3%	34.8%

Named Executive Officer



Houston	$	19,846	$	71,231	$	91,077

Strable-Soethout	$	19,500	$	58,892	$	78,392

Dunbar	$	25,506	$	0	$	25,506

Halter	$	15,346	$	0	$	15,346

Valdés	$	25,606	$	34,373	$	59,979

Named Executive Officer



Houston	$	1,937,495

Strable-Soethout	$	443,430

Dunbar	$	599,990

Halter	$	445,628

Valdés	$	384,690

Named Executive Officer



Houston	$	218,308

Strable-Soethout	$	412,246

Dunbar	$	0

Halter	$	10,654

Valdés	$	37,400

Name					Total



Houston	$	36,778	$	255,923	$	292,701

Strable-Soethout	$	8,031	$	94,736	$	102,767

Dunbar	$	20,787	$	14,625	$	35,412

Halter	$	6,500	$	14,625	$	21,125

Valdés	$	0	$	71,480	$	71,480

Named Executive Officer					Total



Houston	$	14,625	$	241,298	$	255,923

Strable-Soethout	$	14,625	$	80,111	$	94,736

Dunbar	$	14,625	$	0	$	14,625

Halter	$	14,625	$	0	$	14,625

Valdés	$	14,625	$	56,855	$	71,480



	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)

Houston		$0	$	3,338,942	$	10,016,826
	02/24/2020						18,727	74,908	112,362					$	3,874,991
	02/24/2020										401,970	$	51.73	$	3,874,991

Strable-Soethout		$0	$	1,030,615	$	3,091,846
	02/24/2020						4,286	17,144	25,716					$	886,859
	02/24/2020										92,000	$	51.73	$	886,880

Dunbar		$0	$	2,233,846	$	6,701,538
	02/24/2020						5,799	23,197	34,796					$	1,199,981
	02/24/2020										124,480	$	51.73	$	1,199,987
Halter		$0	$	1,915,988	$	5,747,965
	02/24/2020						4,307	17,229	25,844					$	891,256
	02/24/2020										92,455	$	51.73	$	891,266
Valdés		$0	$	630,177	$	1,890,532
	02/24/2020						3,718	14,873	22,310					$	769,380
	02/24/2020										79,810	$	51.73	$	769,368

	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


												Equity Incentive Plan Awards: Market or payout value of Unearned Shares, Units, or Other Rights that Have Not Vested(4)
		Option Awards									Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested(3)
		Option Awards							Market Value of Shares or Units of Stock that Have Not Vested
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)

Houston		59,060	0		$	44.88	02/24/2024
		70,210	0		$	51.33	02/23/2025
		224,465	0		$	37.38	02/22/2026
		161,660	0		$	62.78	02/27/2027
		151,516	75,759		$	63.98	02/26/2028				26,600		$	1,319,626
		116,250	232,500		$	53.09	02/25/2029				72,372		$	3,590,357
		0	401,970		$	51.73	02/24/2030				79,330		3,935,544

Strable-Soethout		68,040	0		$	37.38	02/26/2026
		50,475	0		$	62.78	02/27/2027
		36,760	18,380		$	63.98	02/26/2028				6,453		$	320,133
		27,293	54,587		$	53.09	02/25/2029				16,992		$	842,961
		0	92,000		$	51.73	02/24/2030				18,156		$	900,718

Dunbar		69,025	0		$	37.38	02/26/2026
		41,395	0		$	62.78	02/27/2027
		26,893	13,447		$	63.98	02/26/2028				4,722		$	234,258
	��	40,000	80,000		$	53.09	02/25/2029				24,902		$	1,235,391
		0	124,480		$	51.73	02/24/2030				24,566		$	1,218,732

Halter		23,560	11,780		$	63.98	02/26/2028	6,715	$	333,111	4,726		$	234,457
		28,271	56,544		$	53.09	02/25/2029				17,600		$	873,131
		0	92,455		$	51.73	02/24/2030				18,246		$	905,183

Valdes		49,275	0		$	62.78	02/27/2027
		34,540	17,270		$	63.98	02/26/2028				6,064		$	300,835
		25,646	51,294		$	53.09	02/25/2029				15,966		$	792,076
		0	79,810		$	51.73	02/24/2030				15,751		$	781,403

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

	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%



~~Australia~~		11

~~Brazil~~		65

~~China~~		10

~~France~~		10

~~Germany~~		36

~~Great Britain~~		~~111~~

~~Hong Kong~~		~~391~~

~~Indonesia~~		38

~~Ireland~~		13

~~Italy~~		3

~~Japan~~		28

~~Luxembourg~~		4

~~Malaysia~~		~~367~~

~~Netherlands~~		6

~~Philippines~~		2

~~Portugal~~		2

~~Singapore~~		54

~~Spain~~		6

~~Switzerland~~		3

~~Thailand~~		~~127~~

~~United Arab Emirates~~		5



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 Defined Benefit ("DB") Plan and the NQDB and to forego receipt of the additional matching contributions offered under the 401(k) and Excess Plans. Currently, no Named Executive Officer is a Grandfathered Participant.	Defined Benefit Plan (Traditional Formula) 39.2% of Average Compensation (the highest five consecutive years' total Payout 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%

	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 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



Houston	Qualified Pension	36	$	1,731,528	$0
	NQDB		$	14,900,797	$0

Strable-Soethout	Qualified Pension	30	$	1,204,586	$0
	NQDB		$	4,748,563	$0

Dunbar⁽³⁾	Qualified Pension	24	$	1,665,061	$0
	NQDB		$	3,333,626	$0

Halter	Qualified Pension	26	$	1,188,663	$0
	NQDB		$	3,582,406	$0

Valdés	Qualified Pension	10	$	328,204	$0
	NQDB		$	862,919	$0


			~~Non-Qualified: PRI-12 White Collar for December 31, 2019 and December 31, 2020~~
			Improvement: For December 31, 2019, RPEC-2014-v2019 model using historical data through 2017 (graduated from 2015). For December 31, 2020, RPEC-2014-v2020 model using historical data through 2018 (graduated from 2016).
			Convergence: For December 31, 2019, 7-year to SSA 2010-2088 improvement scale (SSA Trustees Report 2014). For December 31, 2020, 10-year to SSA 2010-2088 improvement scale (SSA Trustees Report 2014).

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					Aggregate Earnings in Last Fiscal Year				Aggregate Balance at Last Fiscal Year End(3)



Houston	$	341,231	$	241,298	$	1,167,848	$	0	$	7,477,490

Strable-Soethout	$	553,902	$	80,111	$	536,714	$	0	$	3,827,980

Halter	$	0	$	0	$	29,659	$	0	$	193,150

Dunbar	$	0	$	0	$	48,836	$	0	$	1,024,375

Valdés	$	72,965	$	56,855	$	163,597	$	0	$	1,371,456

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			Principal Life Match Prior to 1/1/2020		Total



Houston	$	1,973,279	$	1,317,038	$	3,290,317

Strable-Soethout	$	1,615,227	$	482,833	$	2,098,060

Dunbar	$	259,412	$	184,279	$	443,691

Halter	$	47,714	$	35,785	$	83,499

Valdés	$	490,973	$	349,063	$	840,036


Investment Option					1 Year Rate of Return (12/31/2023)
		~~Investment Option~~		~~1 Year Rate Of Return~~ ~~(12/31/2020)~~

		Principal Blue Chip Fund ~~(Institutional)~~		~~34.78%~~(R6)			39.96%
		Principal Equity Income Fund (Institutional)		~~6.54%~~		11.11%
		Principal LargeCap S&P 500 Index Fund (Institutional)		~~18.14%~~		26.03%
		Principal LargeCap Growth Fund I ~~(Institutional)~~(R6)		~~36.06%~~		40.6%
		Principal MidCap Fund ~~(Institutional)~~		~~18.26%~~(R6)			25.97%
	Principal MidCap S&P 400 Index Fund (R6)				16.33%
	Principal SmallCap Value II Fund ~~(Institutional)~~(R6)		~~3.62%~~		20.15%
		Principal SmallCap S&P 600 Index Fund ~~(Institutional)~~		~~11.22%~~(R6)			15.86%
		Principal SmallCap Growth I Fund ~~(Institutional)~~(R6)		~~42.06%~~		16.65%
		Principal Real Estate Securities Fund ~~(Institutional)~~		~~–3.23%~~(R6)			1.12%
		Principal ~~International~~Origin Emerging Markets Fund ~~(Institutional)~~(R6)		~~18.44%~~		10.19%
		Principal Diversified International Fund ~~(Institutional)~~		~~17.31%~~(R6)			17.79%
	Principal International Equity Index Fund (R6)				17.94%
	Principal LifeTime Hybrid 2015 Fund (R6)		~~11.83%~~		11.11%
		Principal LifeTime Hybrid 2020 Fund (R6)		~~12.66%~~		12.21%
		Principal LifeTime Hybrid 2025 Fund (R6)		~~13.72%~~		13.28%
		Principal LifeTime Hybrid 2030 Fund (R6)		~~14.78%~~		14.98%
		Principal LifeTime Hybrid 2035 Fund (R6)		~~15.05%~~		16.47%
		Principal LifeTime Hybrid 2040 Fund (R6)		~~15.41%~~		18.28%
		Principal LifeTime Hybrid 2045 Fund (R6)		~~15.87%~~		19.48%
		Principal LifeTime Hybrid 2050 Fund (R6)		~~15.96%~~		20.35%
		Principal LifeTime Hybrid 2055 Fund (R6)		~~15.75%~~		20.33%
		Principal LifeTime Hybrid 2060 Fund (R6)		~~16.07%~~		20.33%
		Principal LifeTime Hybrid 2065 Fund (R6)		~~16.58%~~		20.33%
	Principal LifeTime Hybrid 2070 Fund (R6)				15.61%*
	Principal LifeTime Hybrid Income Fund (R6)		~~10.10%~~		10.78%
		Principal Core Plus Bond Fund (Institutional)		~~9.68%~~		5.4%
		Principal Inflation Protection Fund (Institutional)		~~10.59%~~		3.49%
		Principal Government & ~~High Quality~~High-Quality Bond Fund (Institutional)		~~2.75%~~		4.87%
	Principal Bond Market Index Fund (Institutional)				5.55%
	Principal Financial Group, Inc. Employer Stock Fund		~~–5.73%~~		15.59%
		Principal Diversified Real Asset Fund ~~(Institutional)~~(R6)		~~3.97%~~		3.3%
		Principal Select Stable Value Fund		~~0.04%~~
0.01%

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	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

Named Executive Officer	Cash Severance(1)				Value of Previously Unvested Restricted Stock & Performance Shares(2)						Total Termination Benefits (before taxes)



Houston	$	9,500,000	$	0	$	8,845,527	$	79,193	$	0	$	18,424,720

Strable-Soethout	$	3,547,500	$	0	$	2,063,812	$	59,088	$	0	$	5,670,400

Halter	$	5,267,000	$	0	$	2,012,771	$	94,704	$	0	$	7,374,475

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

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.