PRINCIPAL FINANCIAL GROUP INC (PFG)
Sector: Financials
2026 Annual Meeting Analysis
PRINCIPAL FINANCIAL GROUP INC · Meeting: May 19, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2019 with relevant fintech and financial services experience; no overboarding, no attendance issues, and the TSR underperformance trigger does not fire — PFG's 3-year return of +37% trails the peer median by only 26.5 percentage points, well below the 65-point threshold applicable for strong-positive absolute TSR.
Director since 2021 with deep retirement-services and financial expertise; holds no other public company boards, no attendance issues, and the TSR trigger does not apply given the gap falls well short of the 65-point threshold.
Long-tenured director since 2001 with strong marketing, finance, and technology credentials; serves on two other public company boards (Arlo Technologies and Backblaze) — total of three seats including PFG, which is within the four-board limit — and the TSR trigger does not fire.
Lead Independent Director since 2020 with executive and finance experience; holds no other public company boards, no attendance issues, and the TSR underperformance gap of 26.5 percentage points is well below the 65-point threshold.
Director since 2021 with technology, international, and operational expertise from SAP leadership roles; holds no other public company boards and the TSR trigger does not fire.
Chair, President and CEO serving as director since 2025 — well within the 24-month new-director exemption from the TSR trigger — and brings deep financial services and actuarial expertise directly relevant to PFG's business; serves on one outside public board (Elevance Health), within the one-seat limit for a sitting CEO.
All five Class I nominees (Auerbach, Beams, Carter-Miller, Mills, Muruzabal) plus CEO-director Strable-Soethout pass all policy screens: PFG's 3-year absolute TSR of +37% is in the strong-positive band, requiring a 65-point gap versus peer-median TSR to trigger a No vote, but the actual gap is only 26.5 points; no director is overboarded; attendance is satisfactory for all; and the board discloses a detailed skills matrix confirming relevant expertise across the slate.
Say on Pay
✓ FORCEO
Deanna D. Strable-Soethout
Total Comp
$13,827,887
Prior Support
95%%
The CEO's total reported compensation of approximately $13.8 million is consistent with market expectations for a CEO of a $20 billion diversified financial services company newly elevated to the top role in 2025, and the pay structure is heavily weighted toward variable compensation — roughly 93% of total pay is performance-linked (annual incentive and long-term equity), well above the 50-60% policy threshold. The 2023-2025 performance stock awards vested at only 83% of target, demonstrating that the incentive plan does impose real performance discipline, and the company received 95% shareholder support on Say on Pay in 2025, reflecting strong investor satisfaction. A robust clawback policy covering both mandatory restatement recovery and discretionary misconduct-based recovery is in place, and no policy flags are triggered.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references Ernst & Young LLP as the independent auditor and the audit committee report confirms appropriate oversight, but the detailed fee table (audit fees vs. non-audit fees) was not included in the provided filing text, so the non-audit fee ratio cannot be calculated; per policy, the tenure trigger requires confirmed data to fire and tenure is not disclosed, so the default FOR vote applies. No restatements or auditor adequacy concerns are evident for a $20B company using a Big 4 firm.
Overall Assessment
The 2026 Principal Financial Group annual meeting presents a clean ballot: all six directors on the Class I slate pass overboarding, attendance, TSR, and qualifications screens, with the 3-year TSR underperformance gap of 26.5 percentage points well short of the 65-point trigger applicable to a company with strong-positive absolute returns; Say on Pay receives a FOR determination based on a performance-heavy pay structure, demonstrated award discipline, and 95% prior-year support. The auditor ratification (Ernst & Young) also receives a FOR determination as a Big 4 firm with no disclosed restatements, though fee data was not fully available in the provided text; the equity plan approval (Proposal 4) falls outside current policy coverage and no determination is made.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing