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.      )

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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PRINCIPAL FINANCIAL GROUP, INC.​

(Name of Registrant as Specified In Its Charter)

 

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

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Letter to shareholders​

From our Executive Chairman and our President and Chief Executive Officer

This past July, Principal® marked its 145th anniversary. That’s more than 14 decades pursuing our purpose—helping more people and businesses gain access to financial security. Around the world, nearly 20,000 employees proudly contribute to this impressive legacy every day, anticipating and meeting the evolving financial needs of 70 million customers1.

In 2024 we also announced a CEO leadership transition, which became official in January 2025. Principal has a strong track record with succession planning—over many decades and at all levels. As leaders, we are stewards of this great company, and one of the most important responsibilities we have is setting the organization up for future success.

We both feel extremely fortunate to have spent our careers at Principal, charting different and complementary paths to the role of CEO, along the way developing a deep understanding of customers’ needs and how Principal is uniquely positioned to meet them wherever they are in life. Together, over the past three years, we led a strategic review and co-architected the resulting enterprise strategy—designed to carry Principal through its next chapter.

After a transformative decade, and with the organization fully aligned behind our purpose and strategy, we’re confident this will be a smooth transition.

Playing to strengths

Principal has a long legacy of intentional transformation—evolving to go after the most attractive opportunities where we have a right to win. From our founding in 1879 through our IPO in 2001 and now today, this mindset has driven growth and value creation for all stakeholders.

Today we are a powerful, integrated provider of financial security globally. And we are well-positioned to leverage leading market positions to win within and across our businesses.

We continue to believe success is rooted in focus across three attractive growth drivers—the opportunities that best align with our market leadership, competitive advantages, and integrated portfolio. These are: the small and midsized business market, the retirement ecosystem, and global asset management. Here’s how we pursued these growth drivers in 2024:

Small and midsized business (SMB) market

We’ve long been a leader to this segment of the market, which we define as employers with less than 1,000 employees. These businesses are big when it comes to job creation, job growth, and contribution to the U.S. economy, not to mention incredibly resilient. And this market represents an estimated $90 billion opportunity for Principal, across retirement and insurance2. We have deep expertise in this segment, are uniquely built to serve its needs, and our extensive distribution network positions us strongly to access more SMBs across the U.S.

Significant achievements:

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Today a good portion of our growth is driven by our commitment to the SMB market. Within retirement, 2024 SMB recurring deposits grew 8 percent from 2023, stronger than our total block. Within that same time frame in Benefits and Protection, group benefits premium and fees grew 7 percent, and business market life insurance premium and fees grew 16 percent.

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1

As of Dec. 31, 2024.

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Reflects the views of Principal based on industry and proprietary analysis.

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Letter to shareholders

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We have a track record of outperformance in the SMB market. Looking at our five-year compound annual growth rate, group benefits premium and fee growth is more than 2 percentage points above the industry3. Asset growth within the SMB segment of retirement outperforms the industry by more than 8 percentage points4.

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Eighty percent of SMB customers have more than two products with Principal. And we have strong retention: Our SMB customer base has been doing business with us on average for 10 years.

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Through organic and inorganic growth we’ve become the largest provider of employee stock ownership plans in the country5, strengthening the suite of services we offer and directly supporting our SMB customers.

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The retirement ecosystem

Retirement in the U.S. represents a $110 billion annual profit pool2, and competitors generally operate as recordkeepers or asset managers. We’re combining the best of both, creating multiple pathways to unlock value through recordkeeping, asset management, retirement income, and advice for personal investing. Today we’re an at-scale retirement leader focused on expanding our offerings and building competitive advantage, with the workplace at the center of our strategy.

Recent successes include:

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We’ve expanded our suite of target date offerings to include both personalized and passive options, addressing the evolving needs of plan sponsors and participants. Target date funds now represent the majority of our retirement plan deposits, demonstrating their critical role in helping participants achieve their long-term financial goals.

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We continue to build out our suite of education and advisory services for individuals, recognizing their need for personal investing advice and our unique ability to help. In 2024 we migrated our entire benefit event service center to an advice model; 90 percent of our plans have adopted the service. This buildout continues to be a critical initiative for 2025 and beyond.

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Two highlights in income solutions: We introduced our second registered index-linked annuities (RILA) product in two years, which brought full year 2024 RILA sales to $1.3 billion. Our complete pension solutions continue to be a valuable source for new business, including strength from pension risk transfers, totaling $3.1 billion in 2024.

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Global asset management

There are market shifts underway within global asset management, widening the performance gap among industry players. Principal is uniquely positioned to seize these opportunities and achieve sustained, above-industry growth within this annual profit pool of  $180 billion2. Our success stems from favored access across the U.S. retirement ecosystem, a large and diverse global institutional client base, an at-scale and expanding private market platform, and long-standing international partnerships in high-growth markets.

Notable highlights include:

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Principal currently manages $140 billion of institutional assets for more than 600 clients, with deep expertise in insurance and pension funds. Our institutional clients are located in more than 40 different countries, and one-third of them have been with us for over a decade. That’s a powerful testament to our ability to deliver results. The recent integration of our asset management operations around the world is only strengthening our capabilities with this important segment.

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A key area of focus is on growing our private market solutions, and we’re gaining traction in next-generation real estate and credit strategies with clients globally. Our record-setting Data Center Growth & Income Fund has raised over $3.6 billion across 11 countries. Other examples include a private credit real estate investment trust (“REIT”) fund launch and the buildout of a private infrastructure debt team.

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For the 13th consecutive year, Principal Asset ManagementSM was named a Best Place to Work in Money Management by Pensions & Investments, earning this recognition every year since the inception of the award. Recognition like this helps us benchmark progress, attract and retain top talent, and stand out in the competitive marketplace.

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Premium and fee growth: LIMRA-CAGR 2018-2023, Benefits and Protection customers with 1,000 or less lives; industry peer margin includes Guardian, Lincoln National, MetLife, Prudential Financial, The Standard, Sun Life, Unum, Voya Financial.

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PlanSponsor DC Recordkeeping survey (assets and participants CAGR 2018-2023) for plan asset size less than $200 million.

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Based on number of plans, 2024 PLANSPONSOR Recordkeeping Survey, July 2024.

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Letter to shareholders

Across the enterprise, investments in technology are enabling us to capitalize on opportunities for growth and meet customers’ changing needs with speed and agility. Ninety-four percent of Principal engineers are spending less time developing code. Digitized and automated functions are improving customer satisfaction in our engagement centers. Automated asset management research, portfolio modeling, and trading capabilities have delivered increased team efficiency of 10%-30%. Within dental and disability claims, increased effectiveness is delivering a return on investment of 3x to 5x. These are just a few examples of technology strengthening our ability to execute our strategy.

Translating strength into results

Healthy business fundamentals, continued growth, and positive markets generated strong earnings in 2024, and we delivered on long-term growth and financial targets. Strategic focus on higher growth markets, an integrated product portfolio, and proven distribution relationships continue to unlock value and drive growth for stakeholders.

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Full-year non-GAAP operating earnings per diluted share, excluding significant variances of  $7.65, increased 11%, in line with our long-term guidance of 9-12%. Earnings per share growth was driven by strong top-line growth, equity market tailwinds, and active return of capital (For impacts of significant variances, see non-GAAP financial measure reconciliations in Appendix B).

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We ended 2024 with $712 billion of total company assets under management and $1.7 trillion in assets under administration.

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We continue to be in a strong excess and available capital position of  $1.6 billion.

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These results enable us to deliver for you. We returned $1.7 billion to shareholders during the year. We remain committed to maximizing your investment in Principal.

Charting a new chapter

Principal has a compelling strategy and the right mix of businesses, capabilities, and talent, to help us grow now and well into the future. As discussed above, we’re well-positioned to win and generate additional value—seizing on immense market opportunities and leveraging the strategic intersections and competitive advantages within and across our businesses. Future success requires us to continue innovating and evolving each and every day while nurturing the culture that has made us successful for so many years. We remain intensely focused on meeting and anticipating customers’ needs, delivering unique solutions with speed and impact.

Our leadership transition has been a collaborative, gratifying process. We share a deep respect and affinity for Principal and a firm belief that with a clear strategy and the talents of committed employees around the globe, our best days lie ahead.

Thank you for your investment in Principal and your belief in our ability to build and deliver long-term value for you and all stakeholders.

From our Board of Directors​

From our Lead Independent Director on behalf of the Board of Directors

As I look back on 2024, I’m proud of the work the Board of Directors did to represent and advocate for the best interests of Principal Financial Group shareholders. Nowhere was that more evident than in the work done to ensure a successful transition of company leadership—a key role of any board.

We had a strong succession plan in place, and we engaged in numerous, thoughtful conversations about when the time would be right for a new leader and who the best leader would be. Both the Board and Dan Houston—operating in his capacity as Chairman, President, and CEO at the time—invested a great deal of energy into choosing the new leader.

In Deanna Strable we found a leader who is committed to this company at her core. Deanna possesses deep knowledge of the opportunities available in the marketplace and the positional and capability advantages that set Principal apart. Her vast experience throughout the organization over 35 years—including working internationally, leading a business, serving as CFO, and leading strategy—gives her a unique perspective she can draw from as she ensures the company continues to deliver on its purpose, meet customers’ evolving needs, and drive additional shareholder value.

I’m confident Deanna’s vision and skillset will drive continued growth for Principal. Deanna co-architected the enterprise strategy currently delivering strong results for Principal. She will build on all that has been successful in the past and is clear on the foundational areas she believes need to improve to ensure future success.

Deanna will have great support as she pursues these goals. I’ve witnessed the talented and cohesive leadership team who surround her and help drive the strategy and success of the organization. They’re excited for Deanna to take the baton from Dan and step into this new role. Their excitement echoes that of the Board, whose full support is with Deanna.

Delivering for you

Dan and Deanna summarized the key 2024 results in their letter, and I echo their sentiment that it was a strong year. I commend them and the entire team for continually delivering on the commitments they’ve set forth, an accomplishment that requires focus and discipline—two traits that are hallmarks of this leadership team.

Included in their letter is the commitment to create long-term shareholder value. As Dan and Deanna mentioned, in 2024, Principal returned $1.7 billion of capital to shareholders, above the midpoint of our 2024 guidance. The company also increased its annual common stock dividend by 10 percent on a trailing 12-month basis, aligned with the 40 percent dividend payout ratio and underscoring our confidence in continued growth and strong performance.

I want to highlight not just these strong results, but the way they were achieved. In March 2024, Principal once again earned recognition as one of Ethisphere’s World’s Most Ethical Companies—the 13th time Principal has been included on the list. And in February 2025, Principal ranked No. 11 on JUST Capital’s 2025 list of America’s Most JUST Companies. This award recognizes Principal as the industry leader for insurance, acknowledging its commitment to addressing the issues that matter most to its workers, customers, communities, the environment, and shareholders. The company’s commitment to integrity and living its values is commendable, and these recognitions should be a source of great pride for all shareholders.

From our Board of Directors

Looking forward

Please know that the Board appreciates your investment in Principal, and we take seriously our responsibility to maximize that investment. It’s a privilege to do this work on your behalf.

We feel fortunate to have had a productive and successful relationship with Dan over the past decade. We’re grateful to continue benefiting from his leadership in his role as executive chair during this transition. And we congratulate Deanna on becoming the 16th person to lead Principal in the company’s 145-year history. We look forward to all she and her team will accomplish together. The Board and I will do all we can to support her success.

Notice of annual shareholders meeting​

​	​	​	​	Meeting proposals	​	​	Our board’s recommendations	​	​	Page	​
​	1	​	​	Election of four directors for three-year terms	​	​	FOR EACH	​	​	7	​
​	2	​	​	Advisory approval of the compensation of our Named Executive Officers	​	​	FOR	​	​	39	​
​	3	​	​	Ratification of the appointment of Ernst & Young LLP as the company’s independent auditors for 2025	​	​	FOR	​	​	81	​

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Voting​

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Your vote is important! Please take a moment to vote by internet, phone, or proxy or voting instruction card as explained in the “How Do I Vote” sections of this proxy statement.

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Online Visit the website noted in the notice of internet availability of proxy materials 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.

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By phone 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.

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By mail Complete, sign, and promptly return a proxy or voting instruction card in the postage paid envelope provided.

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Notice of annual shareholders meeting

Table of contents​

​	Proxy summary	​	​	​	​	2	​	​
​	Corporate snapshot	​	​	​	​	2	​	​
​	Financial performance highlights	​	​	​	​	3	​	​
​	Industry recognition	​	​	​	​	4	​	​
​	Director nominees overview	​	​	​	​	5	​	​
​	Compensation highlights	​	​	​	​	5	​	​
​	Proposal one—election of directors	​	​	​	​	7	​	​
​	Process for identifying and evaluating director candidates and director evaluation	​	​	​	​	7	​	​
​	Skills and experience of our independent directors	​	​	​	​	8	​	​
​	Board inclusion	​	​	​	​	9	​	​
​	Board refreshment	​	​	​	​	9	​	​
​	Nominees for class III directors with terms expiring in 2025	​	​	​	​	10	​	​
​	Continuing class I directors with terms expiring in 2026	​	​	​	​	14	​	​
​	Continuing class II directors with terms expiring in 2027	​	​	​	​	19	​	​
​	Corporate governance	​	​	​	​	23	​	​
​	Board leadership structure	​	​	​	​	23	​	​
​	Role of the board in strategic planning	​	​	​	​	24	​	​
​	Role of the board in risk oversight	​	​	​	​	25	​	​
​	Board oversight of cybersecurity risk	​	​	​	​	26	​	​
​	Succession planning and talent development	​	​	​	​	26	​	​
​	Majority voting standard and director resignation policy	​	​	​	​	26	​	​

​	Director independence	​	​	​	​	26	​	​
​	Certain relationships and related party transactions	​	​	​	​	27	​	​
​	Board meetings	​	​	​	​	28	​	​
​	Global corporate code of conduct	​	​	​	​	28	​	​
​	Board committees and responsibilities	​	​	​	​	28	​	​
​	Sustainability at Principal	​	​	​	​	32	​	​
​	Compensation of non-employee directors	​	​	​	​	35	​	​
​	Audit committee report	​	​	​	​	38	​	​
​	Proposal two—advisory vote to approve executive compensation	​	​	​	​	39	​	​
​	Executive compensation	​	​	​	​	40	​	​
​	Compensation discussion and analysis	​	​	​	​	41	​	​
​	Summary compensation table	​	​	​	​	61	​	​
​	Proposal three—ratification of independent public accounting firm	​	​	​	​	81	​	​
​	Audit fees	​	​	​	​	81	​	​
​	Audit-related fees	​	​	​	​	81	​	​
​	Tax fees	​	​	​	​	82	​	​
​	All other fees	​	​	​	​	82	​	​
​	Security ownership of certain beneficial owners and management	​	​	​	​	83	​	​
​	Delinquent Section 16(a) reports	​	​	​	​	85	​	​
​	Questions and answers about the annual meeting	​	​	​	​	86	​	​

Proxy summary​

Voting proposals overview

Corporate snapshot—delivering on our promises

The 2025 Proxy Statement, Annual Report on Form 10-K and other proxy materials are available at
www.principal.com/annualmeeting.   

1

See Non-GAAP financial measure reconciliations in Appendix B.

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2

This is a non-GAAP measure and excludes significant variances. See reconciliation in Appendix B.

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Non-GAAP return on equity, excluding cumulative change in fair value of funds withheld embedded derivative and accumulated other comprehensive income (AOCI) other than foreign currency translation adjustment. Excludes impacts from 2024 actuarial assumption review.

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Based on non-GAAP net income attributable to PFG, excluding income or loss from exited business. Excludes impacts from the 2024 actuarial assumption review.

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Proxy summary

Financial performance highlights

Proxy summary

Industry recognition

Proxy summary

Director nominees overview

Compensation highlights

Proxy summary

Historic say-on-pay votes

In 2024, the Company’s shareholders voted to approve the compensation program for our Named Executive Officers with approximately 96% 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.

Proposal one—election of directors​

Process for identifying and evaluating director candidates and director evaluation

Proposal one—election of directors

Skills and experience of our independent directors

The following chart shows areas central to the Company’s strategy, initiatives, and operations for which independent Directors have specific training and executive level experience that assist them in their Board responsibilities.

Proposal one—election of directors

Board inclusion

As reflected in our board composition, our Board is overseen by Directors with diverse industry skills and experience. Our Board believes board inclusion is an integral part of effective corporate governance that enables competitive advantage; robust understanding of customers, opportunities, issues and risks; inclusion of different concepts, ideas and relationships; enhanced decision-making dialogue; and heightened capacity for oversight of our Company.

In addition to other considerations, including industry skills and experience, the Nominating and Governance Committee reviews Board inclusion in terms of a range of backgrounds, objectivity, and perspectives on the Board when recruiting new Directors.

Board refreshment

Our Board’s effectiveness benefits from a thoughtful board refreshment. Since 2019, the Board has appointed six new independent Directors, half of whom are female Directors. 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 the average tenure of our independent Directors as of April 7, 2025, is approximately eight years.

Proposal one—election of directors

Nominees for class III directors with terms expiring in 2025

Our Board has three classes of Directors, each having a three-year term. Each Director nominee is currently a member of our Board. The Board has nominated Blair C. Pickerell, Clare S. Richer, H. Elizabeth Mitchell, and Deanna D. Strable-Soethout to stand for election for three-year terms that expire in 2028. We expect that all the nominees will be able and willing to serve if elected. However, if, prior to the 2025 Annual Shareholders Meeting (the “2025 Annual Meeting”), any nominee should become unable or unwilling to serve, proxies may be voted at the 2025 Annual Meeting for another candidate nominated as a substitute by the Board, or the Board may reduce the number of Directors that constitute the Board.

Proposal one—election of directors

Proposal one—election of directors

Proposal one—election of directors

Proposal one—election of directors

Continuing Class I directors with terms expiring in 2026

Proposal one—election of directors

Proposal one—election of directors

Proposal one—election of directors

Proposal one—election of directors

Proposal one—election of directors

Continuing class II directors with terms expiring in 2027

Proposal one—election of directors

Proposal one—election of directors

Proposal one—election of directors

Corporate governance​

We believe that good corporate governance promotes the long-term interests of our shareholders. The Board and management regularly review best practices for corporate governance and modify our policies and practices as warranted. Our current best practices include:

Board leadership structure

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

Effective January 7, 2025, Mr. Houston retired from his role as CEO and continued as Executive Chairman, and Ms. Strable-Soethout assumed the role of CEO. The Board believes that its current leadership structure, in which Mr. Houston serves as the Executive Chairman and Ms. Strable-Soethout serves as the CEO is appropriate at this time to support an effective CEO transition where Ms. Strable-Soethout focuses on managing and executing the Company’s strategy while Mr. Houston assists with the CEO transition and focuses on Board governance. Also, having an independent Lead Director and the structure in which Board committees are led by independent directors strikes the appropriate balance between effective Company leadership and strong oversight and safeguards by independent Directors. The Board will continue to review the effectiveness of this shared leadership and decide the appropriate structure based on factors such as the tenure and experience of the CEO and the broader economic and operating environment of the Company. Scott M. Mills, the current independent Lead Director, was appointed by the independent Directors and assumed that role in 2020.

Corporate governance

The Lead Director and the Chairman jointly determine the Board’s agenda for each regular quarterly meeting, with input from the other independent Directors. The Lead Director and Chairman share the duties of presiding at each Board meeting. The Chairman presides when the Board is meeting as a full Board. The Lead Director presides when the Chairman is not present, plans and leads Executive Sessions of independent Directors and provides input to the CEO based on those discussions, leads the Board’s annual self-evaluation, calls special Board meetings if the Chairman is unable to act, and leads the Board’s CEO succession planning discussions. Executive Sessions generally occur at the start and end of each regularly scheduled Board meeting and were held in conjunction with each regularly scheduled Board meeting during 2024.

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.

Corporate governance

Role of the board in risk oversight

Corporate governance

Board oversight of cybersecurity risk

The Board’s role in our risk management includes its oversight of risks related to cybersecurity threats. The full Board receives at least one cybersecurity report every quarter from our Chief Information Officer, our Chief Information Security Officer, our Chief Risk Officer, or other professionals regarding the state of our 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 cybersecurity matters from external entities such as our independent auditor, regulators, and consultants.

Each of these steps furthers the Board’s efforts to ensure that we have established and are proactively maintaining an enterprise-wide cybersecurity risk program with appropriate policies, practices, and controls designed to ensure resiliency in the 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 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 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 an executive’s readiness to take on additional leadership roles and identifies the developmental and coaching opportunities needed to prepare executives for greater responsibilities. High-potential leaders are given exposure and visibility to Board members through formal presentations and informal events. The Human Resources Committee also receives regular updates on key talent indicators for the overall workforce, including diversity and inclusion, as well as 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 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 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 website, 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 (or Director candidate) has with the Company or any affiliate. The Board most recently made these determinations for each Director in February 2025 based on:

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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;

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

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

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Recommendations of the Nominating and Governance Committee.

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Corporate governance

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. Hochschild, Mr. Mills, Ms. Mitchell, Mr. Muruzabal, Ms. Nordin, Mr. Pickerell, Ms. Richer, and Mr. 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 and Ms. Strable-Soethout have been employed by the Company at any time.​

Certain relationships and related party transactions

As of December 31, 2024, the Vanguard Group, Inc. managed funds holding in the aggregate approximately 12.64% of the Company’s common stock. During 2024, Principal paid the Vanguard Group $62,038.12 in fees for banking operations. Principal Life Insurance Company accounts held approximately $46,840,360 in privately placed debt issued by Vanguard. Principal Life Insurance Company and affiliates hold or manage accounts holding securities issued by Vanguard funds and common stock of Vanguard Group, Inc.

As of December 31, 2024, BlackRock, Inc. (together with its affiliates “BlackRock”) and certain subsidiaries collectively owned or managed funds holding in the aggregate approximately 8.35% of the Company’s common stock. During 2024, Principal Global Investors, LLC paid BlackRock Financial Management $1,683,952.90 in sub-advisor management fees. In 2024, Principal affiliates paid BlackRock $2,914,895 for fees for consulting services and software. Principal Life Insurance Company 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, 2024, Nippon Life Insurance Company (“Nippon Life”) held approximately 8.02% of the Company’s common stock. Nippon Life is the parent company of Nippon Life Insurance Company of America (“NLICA”). Nippon Life, NLICA and Principal Life Insurance Company have had business relationships for more than 20 years. In 2024, Nippon Life and NLICA paid the following amounts to Principal Life Insurance Company or its affiliates: $155,044.10 for fees and investment income related to pension services and $5,487,968.34 for investment management and other service fees. The Company owns common stock of NLICA and received $196,710 in dividends in 2024. Principal Life Insurance Company general and separate accounts hold privately placed bonds and common stock issued by Nippon Life Americas, Inc. Nippon Life, directly or through affiliates, holds a minority interest in Post Advisory Group, LLC (“Post”), an affiliate of the Company. During 2024, Post paid an aggregate of  $2,560,003 in dividends. The Company’s affiliates hold and manage accounts holding securities issued by Nippon Life, and Nippon Life invests in funds managed by the Company’s affiliates.

Dwight Soethout, Vice President-Chief Actuary, is the spouse of Deanna D. Strable-Soethout, President and Chief Executive Officer. Mr. Soethout has been an employee since 1993. Mr. Soethout has indicated his intention to retire from the Company during 2025. He will stay on for a transition period until his successor is named and will assist in the transition. In 2024, Mr. Soethout received $792,996 in base salary, bonuses, and long-term incentive compensation. His compensation is commensurate with that of his peers. His employment and compensation were approved by the Human Resources Committee.

Kristine Pitz, Director—Accounting, is the spouse of Joel M. Pitz, Interim Chief Financial Officer. Ms. Pitz has been an employee since 1995. In 2024, she received $225,033 in base salary and bonuses. Her compensation is commensurate with that of her peers. Her 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 Related Party Transaction Policy (the “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 Related Party Transaction Policy is publicly available at www.principal.com.

Corporate governance

Board meetings

The Board held eleven meetings in 2024, five of which were two-day 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 annual shareholder meeting is scheduled on a date that coincides with a regularly scheduled quarterly Board meeting. In 2024, all Directors then on the Board attended the annual shareholders meeting virtually.

Global corporate code of conduct

The Company has adopted a Global Code of Conduct that applies to the Company’s Directors and employees, including our Named Executive Officers. A waiver of the Code for a Director or a Named Executive Officer requires a review by the 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/static-files/2d19d98e-940f-4bbf-a69a-b054eefd7ab5

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 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 website at www.principal.com.

Corporate governance

Corporate governance

Corporate governance

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​

We know to foster a secure world for all, we must be mindful of our impact. Our sustainability vision is rooted in the belief that being a responsible company can both inspire positive change and drive business success.

We aim to grow a resilient, inclusive, and secure society, helping people enjoy a shared prosperity today and creating opportunities for future generations. In pursuit of this vision, we deliver innovative products and services to meet the diverse needs of our customers around the world, integrate sustainable practices across our business, and provide an inclusive and rewarding experience for our global employees.

Our sustainability strategy is governed by the Sustainability Task Force, which is made up of members appointed by the President and Chief Executive Officer. The members are leaders across the organization, and the task force reports quarterly to the Nominating and Governance Committee of the Board. Our sustainability strategy is informed by material sustainability factors that are important to our stakeholders and contribute to positive social and environmental impact. In 2024, we completed a double materiality assessment, and the results will help guide the evolution of our sustainability strategy in 2025 and beyond. We share progress on our performance and outcomes in our sustainability reports, which are released annually.

Sustainability at Principal

A summary of our 2024 key initiatives and resulting outcomes is below.

Advancing inclusive products and services

1

AUM representative of Principal Global Investors investment teams as of December 31, 2024. AUM that are sustainable investment products are internally classified by Principal Asset ManagementSM and not by any third party or regulatory body. Principal Asset ManagementSM is the trade name of Principal Global Investors, LLC.

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2

Capital access programs refer to investments in and grant-making to third-party organizations that provide access to capital. Grants are made from Principal® Foundation.

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3

Principal Community Relations supports the communities where affiliates of the Principal Financial Group®, Des Moines, IA 50392 operates. 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.©2025 Principal Financial Services, Inc. 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.

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4

Represents small and midsized businesses in the U.S. owned by women or people of color. Not captured here is approximately 0.1% of small and midsized businesses that are owned by people of color who are also women.

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Sustainability at Principal

Embedding sustainable practices

Harnessing the power of our people

Supporting our communities

5

2024 data will be verified in Q3 2025, and final figures disclosed in the 2025 CDP.

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Compensation of non-employee
directors​

Our Directors serve on the Boards of Principal Financial Group, Inc., Principal Life Insurance Company, and Principal Financial Services, Inc. The Company provides competitive compensation to attract and retain high-quality, non-employee Directors. A substantial proportion of non-employee Director compensation is provided in the form of equity to help align their interests with the interests of our shareholders. Mr. Houston, our Executive Chairman and Ms. Strable-Soethout, our President and Chief Executive Officer, do not receive additional compensation for their service on the Board.

The Nominating and Governance Committee, comprised solely of independent directors, has primary responsibility for our non-employee compensation program. The Committee works with the Board’s independent compensation consultant in administering the program. During 2024, 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 compensation comparisons (“Peer Group”) (see page 48-49), which aligns with its Executive compensation philosophy. As a result of Compensation Advisory Partners’ November 2024 review and the Committee’s discussion, Director compensation did not change as of November 25, 2024. Directors’ compensation remains positioned at the median of the Company’s Peer Group.

1

Payments made in two semi-annual installments.

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2

Grants are made at the time of the annual meeting.

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Compensation of non-employee directors

Fees earned by non-employee directors in 2024

1

These amounts reflect the grant date fair value of awards made in 2024 determined in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718. These awards do not reflect actual amounts realized or that may be realized by the recipients. While the Principal Financial Group, Inc. 2021 Stock Incentive Plan (which was approved by shareholders) allows some discretion in determining the value of RSUs that may be awarded annually, it imposes a maximum limit for stock awards plus fees and retainers of  $750,000 ($1,000,000 for an Independent Chairman) on the size of the annual award that may be made.

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Non-employee directors’ deferred compensation plan

Non-employee Directors may defer the receipt of their cash compensation under the Deferred Compensation Plan for Non-employee Directors of Principal Financial Group, Inc. This Plan has four investment options, and each option represents “phantom” units tied to the funds listed in the table below (parenthesized information indicates share class):

Restricted stock unit grants

Non-employee Directors receive an annual grant of time-based RSUs under the Principal Financial Group, Inc. 2021 Stock 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 RSUs. The Nominating and Governance Committee has the discretion to make a prorated grant of RSUs to Directors who join the Board at a time other than at the annual meeting. The 2021 Stock Incentive Plan (which was approved by shareholders) imposes a combined maximum limit for stock awards plus fees and retainers of  $750,000 ($1,000,000 for an Independent Chairman).

Compensation of non-employee directors

As of December 31, 2024, each non-employee Director had the following aggregate number of outstanding RSUs, including additional RSUs received as the result of dividend equivalents:

Other compensation

Principal Life Insurance Company matches charitable gifts up to $16,000 per non-employee Director per year. These matching contributions are available during a Director’s term and for three years thereafter. Principal Life Insurance Company 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’ 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 Business Travel Accident Insurance Policy and Directors’ and 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 2024, the total amount of perquisites provided to non-employee Directors was less than $10,000 per Director.

Directors’ stock ownership guidelines

To encourage Directors to accumulate a meaningful ownership level in the Company, the Board has had a “hold until 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 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 ownership level is not reduced because of share sales.

Audit committee report​

Audit committee report

The Audit Committee, comprised solely of the independent Directors identified below, oversees the Company’s financial reporting 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. 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.

In this context, the Audit Committee has reviewed and discussed with management the Company’s audited financial statements for the year ended December 31, 2024. The Audit Committee also discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. The Audit Committee also received from Ernst & Young LLP, the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent registered accounting firm’s communications with the Committee concerning independence, and the Committee has discussed with Ernst & Young LLP its independence.

Based on its review and discussion noted above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Proposal two—advisory vote to approve executive compensation​

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

As described in more detail in the Compensation, Discussion and Analysis section, we design our compensation program to reward executives who contribute to the achievement of our business objectives and to attract, retain, and motivate talented executives to perform at the highest level and contribute significantly to the Company’s success. We tie a significant portion of the compensation of our Named Executive Officers to the achievement of the Company’s long- and short-term financial and strategic goals as we aim to align the interests of our Named Executive Officers and our shareholders.

In 2024, our shareholders voted to approve the compensation program for our Named Executive Officers with approximately 96% of the shares voting in support of the program. As an advisory vote, the Say-on-Pay proposal is not binding on our Human Resources Committee or our Board. However, our Board and the Human Resources Committee value the views of our shareholders and will review and consider the voting results as we design our executive compensation program.

We are asking shareholders to approve the following resolution at the Annual Meeting.

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

Proposal two—advisory vote to approve executive compensation

Executive compensation

​	Compensation discussion & analysis	​	​	​	​	41	​	​
​	Executive summary	​	​	​	​	41	​	​
​	Our compensation program philosophy	​	​	​	​	41	​	​
​	Our compensation principles	​	​	​	​	42	​	​
​	Compensation policies	​	​	​	​	43	​	​
​	2024 company performance highlights	​	​	​	​	44	​	​
​	2024 compensation highlights	​	​	​	​	46	​	​
​	Summary of compensation elements	​	​	​	​	46	​	​
​	How we make compensation decisions	​	​	​	​	47	​	​
​	2024 executive compensation decisions	​	​	​	​	49	​	​
​	Key elements of fiscal 2024 compensation program	​	​	​	​	50	​	​
​	Base salary	​	​	​	​	50	​	​
​	Annual incentive compensation	​	​	​	​	51	​	​
​	Long-term incentive compensation	​	​	​	​	55	​	​
​	Timing of stock option awards and other equity incentives	​	​	​	​	57	​	​
​	Benefits	​	​	​	​	57	​	​
​	Change of control and separation pay	​	​	​	​	57	​	​
​	Stock ownership guidelines	​	​	​	​	58	​	​
​	Hedging and pledging policy	​	​	​	​	58	​	​
​	Repricing policy	​	​	​	​	59	​	​
​	Clawback policy	​	​	​	​	59	​	​
​	Gross-up policy	​	​	​	​	59	​	​
​	Human resources committee report	​	​	​	​	59	​	​
​	Risk assessment of employee incentive plans	​	​	​	​	60	​	​

​	Compensation tables	​	​	​	​	61	​	​
​	Summary compensation table	​	​	​	​	61	​	​
​	Grants of plan-based awards for fiscal year end December 31, 2024	​	​	​	​	63	​	​
​	Outstanding equity awards at fiscal year end December 31, 2024	​	​	​	​	64	​	​
​	Option exercises and stock vested	​	​	​	​	66	​	​
​	Pension plan information	​	​	​	​	66	​	​
​	Pension distributions	​	​	​	​	68	​	​
​	Pension benefits	​	​	​	​	68	​	​
​	Non-qualified deferred compensation (excess and NQDC plans)	​	​	​	​	69	​	​
​	Qualified 401(k) plan, excess plan, and NQDC Plan	​	​	​	​	70	​	​
​	Severance plans	​	​	​	​	74	​	​
​	Change of control employment agreements	​	​	​	​	75	​	​
​	Potential payments upon termination related to a change of control	​	​	​	​	77	​	​
​	2024 CEO pay ratio	​	​	​	​	77	​	​
​	Pay versus performance	​	​	​	​	78	​	​
​	Pay versus performance table	​	​	​	​	78	​	​
​	Pay versus performance—tabular list of most important financial performance measures	​	​	​	​	79	​	​
​	Pay versus performance relationship disclosure	​	​	​	​	79	​	​

Proposal two—advisory vote to approve executive compensation

Compensation discussion and analysis (“CD&A”)

Executive summary

Focusing on our Named Executive Officers, this CD&A describes our compensation philosophy and program, the compensation decisions made under the program, and the factors considered in making those decisions. For 2024, our “Named Executive Officers” were:

1

Mr. Houston served as Chairman, President and CEO through August 20, 2024, and as Chairman and CEO through January 7, 2025. He became Executive Chairman effective January 7, 2025.

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2

Ms. Strable-Soethout served as Chief Financial Officer through August 20, 2024, and as President and Chief Operating Officer from August 20, 2024 through January 7, 2025, after which she became President and CEO effective January 7, 2025.

​

3

Mr. Pitz became Interim Chief Financial Officer in August 2024. He previously served as Senior Vice President and Controller immediately prior to becoming Interim Chief Financial Officer.

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Proposal two—advisory vote to approve executive compensation

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

Proposal two—advisory vote to approve executive compensation

Compensation policies

Proposal two—advisory vote to approve executive compensation

2024 company performance highlights

We delivered strong results in 2024, and identified strategic areas of focus for sustained growth: Retirement Ecosystem, Small and Midsized Business, and Global Asset Management. This clear strategy and strong execution across these areas of focus delivered strong results in 2024 with top-line growth over 5% and strong expense management while investing for growth. We closed the year with momentum across our diverse portfolio of businesses and remain committed to driving continued growth and unlocking value across the enterprise.

In 2024, Principal reported $1.6 billion of net income attributable to Principal Financial Group, or $6.68 per diluted share. Non-GAAP operating earnings1 was $1.6 billion, or $6.97 per diluted share2 (EPS)—a 6% increase in reported EPS compared to 2023. At the end of the year, we reported $712 billion of assets under management (AUM), a 3% increase from 2023 and $1.7 trillion of assets under administration (AUA), which includes AUM.

Our diversified portfolio of businesses continued to prove resilient and delivered strong results in 2024. We returned $1.7 billion of capital to shareholders through share repurchases and common stock dividends.

1

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.

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2

Non-GAAP operating earnings per diluted share.

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3

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

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Proposal two—advisory vote to approve executive compensation

The three-year and five-year total shareholder returns were positioned well ahead of our asset management peers. One-year total shareholder return lagged our asset management peers, and we lagged our insurance peers over all three periods.

1-, 3- and 5-year total shareholder return1: PFG vs. peers

Financial Services, Insurance, and Asset Manager Peers are listed on page 49.

1

Our total shareholder return methodology includes the share price return and cash dividends paid during the time period December 31, 2023, through December 31, 2024 (1-year TSR), December 31, 2021, through December 31, 2024 (3-year TSR) and December 31, 2019, through December 31, 2024 (5-year TSR).

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Proposal two—advisory vote to approve executive compensation

2024 compensation highlights

In 2024, the Company’s shareholders voted to approve the compensation program for our Named Executive Officers with approximately 96% 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.

Summary of our compensation elements:

2

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

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3

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

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Proposal two—advisory vote to approve executive compensation