Principal Financial Group (PFG) Proxy filing summary

Executive summary

• Achieved strong financial results in 2025, with $1.2B net income and $1.9B non-GAAP operating earnings, a 19% increase over 2024, and $781B in assets under management, up 10% year-over-year.

• Returned $1.5B to shareholders through $851M in share repurchases and $684M in dividends, with an 8% increase in dividend per share compared to the prior year.

• Completed a seamless CEO transition, with Deanna Strable-Soethout assuming the roles of Chair, President, and CEO, and continued focus on strategic growth in retirement, SMB, and global asset management.

• Outperformed the S&P 500 with an 18% total shareholder return in 2025 and maintained a strong capital position with $1.6B in excess and available capital.

Voting matters and shareholder proposals

• Shareholders will vote on: election of directors, advisory approval of executive compensation (say-on-pay), ratification of Ernst & Young LLP as independent auditors for 2026, and approval of the 2026 Stock Incentive Plan.

• Board recommends voting FOR all proposals, citing director qualifications, alignment of executive compensation with shareholder interests, strong auditor relationship, and the importance of equity grants for talent retention.

Board of directors and corporate governance

• Board consists of a super-majority of independent directors (11 of 12), with all key committees composed entirely of independent directors.

• Board leadership structure transitioned to combine CEO and Chair roles, supported by a strong Lead Independent Director.

• Regular board and committee self-assessments, robust stock ownership guidelines, and annual CEO succession planning.

• Board refreshment ongoing, with 50% of independent directors appointed within the last six years and an average tenure of nine years.