Principal Financial Group, Inc. (PFG)
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AGM 2025

May 20, 2025

Operator

Welcome to Principal Financial Group's 2025 Annual Shareholders Meeting. Please submit any questions or comments for today's meeting by clicking on the Q&A icon in the upper right-hand corner of the virtual meeting site. The polls for this meeting are open and will close just prior to the inspector's reports. Closing will be announced. If you've already sent in your proxy or otherwise voted, you don't need to do anything else today. You may vote during the meeting by clicking on the Vote icon in the upper right-hand corner of the virtual meeting site, where we list all company proposals. It is now my pleasure to turn today's meeting over to Dan Houston, Executive Chairman of Principal Financial Group.

Dan Houston
Executive Chairman, Principal Financial Group

Good morning. Will the meeting please come to order? Welcome to the 2025 Annual Shareholders Meeting of the Principal Financial Group. The agenda and rules for today's meeting are available on the virtual meeting site by clicking on the Documents icon in the upper right-hand side of the page. I'm Dan Houston, Executive Chairman of Principal Financial Group. With me today is Deanna Strable, President and Chief Executive Officer; Natalie Lamarque, Executive Vice President, General Counsel and Secretary; Joel Pitz, Senior Vice President and Interim Chief Financial Officer; as well as Humphrey Lee, Vice President, Investor Relations. Along with the company's executive management team, members of the company's board of directors are participating in our meeting today, including Jonathan Auerbach, Maliz Beams, Jocelyn Carter- Miller, Roger Hochschild, Scott Mills, Elizabeth Mitchell, Claudio Muruzabal, Diane Nordin, Blair Pickerell, Clare Richer, and Alfredo Rivera.

I invite your questions and comments during today's meeting. Any questions or comments related to any proposal being voted on today will be addressed first. We will address the other questions and comments at the end of the meeting. I'd like to introduce the directors who are standing for election today: Blair C. Pickerell, Clare S. Richer, H. Elizabeth Mitchell, and Deanna D. Strable. The skills and experience each director candidate brings to our board of directors are detailed in the proxy materials you received, but I'll summarize a few of them for you. Blair Pickerell has been on our board since 2015. He serves on our Finance and Human Resources committees. Blair brings executive leadership experience in asset and investment management and financial services industries, particularly in the Asia-Pacific region.

Blair was head of Asia of Nikko Asset Management from 2010 to 2014 and its chairman of Asia from 2014 to 2015. He currently serves on the board for Link Real Estate Investment Trust, Dah Sing Banking Group Limited, and First Pacific Company Limited. Clare Richer joined our board in 2020 and serves on the Human Resources and Executive Committees and chair to the Finance Committee. She brings extensive board executive-level experience and was previously Chief Financial Officer of Putnam Investments, a global asset management firm now part of Franklin Templeton from 2008 to 2017. Clare also serves on the board of Bain Capital Specialty Finance, Inc. Elizabeth Mitchell has been on our board since 2022. She serves on our Audit and Nominating and Governance Committees. Ms. Mitchell served as CEO of Renaissance U.S., Inc., and its predecessor, Platinum Underwriters Reinsurance, Inc., from 2007 until her retirement in 2016.

She brings executive-level experience through her career in reinsurance and insurance. Elizabeth also serves on the board for Selective Insurance Group. Deanna Strable, who joined Principal in 1990 and was appointed to her current role President and Chief Executive Officer in January of this year. Deanna has served in various executive roles, leading our benefits and protection business, then serving as Chief Financial Officer from 2017 to August of 2024, and President and Chief Operating Officer from August of 2024 to January 2025. Her operational and strategic expertise and deep financial skills have contributed to Principal's growth and creation of value for our customers, shareholders, and employees. Deanna also serves on the board of Elevance Health, Inc. The board has appointed Computershare to serve as Inspector of Election for this meeting.

Representatives from Computershare, as well as our independent auditing firm, Ernst & Young, are participating in today's meeting. Natalie, do we have a quorum?

Natalie Lamarque
EVP, General Counsel, and Secretary, Principal Financial Group

Yes. The board of directors set March 26, 2025, as the record date for determining shareholders entitled to vote at this meeting. The representatives of Computershare, the Inspector of Election, present today have subscribed their oath of office and report to us that, on the record date, there were a total of 224,971,715 shares of the company's common stock outstanding. The holders of one-third or more shares of common stock entitled to vote at this meeting are present today by virtual participation or by proxy. We have a quorum. An affidavit of mailing has been delivered to us by Computershare, attesting to the fact that the notice of meeting, the proxy statement, and a 2024 annual report on Form 10-K were all properly made available to all shareholders of record beginning April 30th, 2025.

As stated in the notice for this meeting that you received, the purpose is to vote on the proposals presented in our proxy statement, as well as any other business as may properly come before the meeting.

Dan Houston
Executive Chairman, Principal Financial Group

On the basis of the secretary's report, the meeting is duly convened. Let's turn to the meeting's agenda available to you on the meeting's website. The polls for each proposal voted on in this meeting are open, and I will announce the closing of the poll shortly. If you've already sent in your proxy card or otherwise voted, you don't need to do anything else today. If you want to vote now or revoke and change your earlier vote, click on the Vote icon on the meeting website. If you want to use either of those options, please vote now. Natalie, would you present the proposals, please?

Natalie Lamarque
EVP, General Counsel, and Secretary, Principal Financial Group

Yes. Proposal number one. On behalf of the board of directors, I nominate the following persons: Blair C. Pickerell, Clare S. Richer, H. Elizabeth Mitchell, and Deanna D. Strable for election as directors to serve in the class whose terms expire in 2028 or until each of their respective successors have been elected and qualified. Proposal number two. On behalf of the board of directors, I move adoption of the following resolution. 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, each as presented in our proxy statement, is hereby approved. Proposal number three.

On behalf of the board of directors, I move adoption of the board's recommendation that the shareholders vote for the ratification of the appointment of Ernst & Young LLP to audit the consolidated financial statements of the company for the fiscal year ending December 31st, 2025.

Dan Houston
Executive Chairman, Principal Financial Group

Are there any questions from shareholders regarding any of the proposals on the ballot? If you have questions and have not already done so, please submit those questions or comments regarding any of these proposals. To submit a question, click on the Q&A icon in the upper right-hand corner of the page. We will pause for a moment while we gather the questions and comments. Humphrey?

Humphrey Lee
VP of Investor Relations, Principal Financial Group

There are no questions pertaining to the proposals. All other questions will be answered at the end of the meeting. The polls will close momentarily. We will now pause to allow time for final voting. Please submit your votes now.

Dan Houston
Executive Chairman, Principal Financial Group

With no further business for the meeting and all ballots collected, the polls are now closed. We are ready for the inspector of election to report on the vote. Natalie, will you please read the report?

Natalie Lamarque
EVP, General Counsel, and Secretary, Principal Financial Group

A substantial majority of shares entitled to vote at this meeting have been voted by proxy. Those results, plus any shares voted at this meeting, will be tallied in the final results announced publicly within a few days. The inspector of election reports that each of the directors nominated by the board for election received substantially more than a majority of the votes cast. The advisory vote on the company's executive compensation program indicated approval of the program by a substantial majority of the votes cast. A substantial majority of the votes cast were cast in favor of the ratification of the appointment of Ernst & Young LLP.

Dan Houston
Executive Chairman, Principal Financial Group

Thank you, Natalie. Based on the preliminary report of the inspector of election, I declare that Blair Pickerell, Clare Richer, Elizabeth Mitchell, and Deanna Strable are elected directors. The advisory vote on executive compensation indicates approval of the company's executive compensation program as set forth in the proxy statement. The appointment of Ernst & Young LLP as independent auditors for 2025 is ratified. The meeting is now adjourned. On behalf of the board of directors and all the Principal employees, thank you for your continued support. Next, I'll be turning the meeting over to CEO Deanna Strable for Principal's business update. I would be remiss for not mentioning how quickly Deanna has been able to step into the role as our CEO with our investors, our employees, as well as our customers. Deanna?

Deanna Strable
President and CEO, Principal Financial Group

Thanks, Dan. Before moving into the business update, I want to take a moment to recognize Dan for his leadership during his 40 years at the company and especially as our CEO for the last 10 years. He has been instrumental in setting our company's growth agenda and has led us through significant transformation. Principal is well-positioned for continued strength and growth thanks to his leadership. It has been an honor to work alongside Dan over the past seven years as his CFO. I look forward to building upon the strategy Dan and I co-architected under his leadership with the ultimate goal of creating value for our customers, employees, and shareholders. We hosted an Investor Day in November this past year where we laid out our three strategic areas of focus for sustained growth.

The retirement ecosystem, our opportunity in retirement extends beyond retirement record keeping to also include asset management, participant advice and wealth management, and income solutions. We have strong capabilities in all of these areas as we aim to maximize the value to customers across all these capabilities. Small and mid-sized businesses are what we define as employers with fewer than 1,000 employees. They are large generators of job creation, job growth, and contribution to the U.S. economy. They are also incredibly resilient, and we have the solutions and capabilities to meet their needs. Global asset management, including how we are working to build additional private capabilities and leveraging our access through joint venture partnerships across global markets. Our conviction and our strategy has never been stronger, with a laser focus on growth across the retirement ecosystem, SMBs, and global asset management.

Each presents outsized market growth opportunities aligned with our strong differentiated capabilities. I'll now share with you some key milestones and highlights from 2024 as we executed our strategy with discipline and focus and delivered strong results for our customers and shareholders. Following that, we will address any remaining questions that you may have submitted. Adjusted non-GAAP earnings per share growth in 2024 was 11%. This was driven by strong top-line growth across the enterprise, as well as the benefits from market tailwinds, which more than offset impacts from foreign currency. We ended 2024 with over $700 billion of total company assets under management, up 3% from 2023. Strong market performance despite market volatility in the final weeks of the year more than offset impacts from foreign currency headwinds and net cash flow.

Turning to capital and liquidity, we ended the year in a very strong position with $1.6 billion of excess and available capital, including approximately $830 million at the holding company, above our targeted level, $300 million in our subsidiaries, and $430 million in excess of our targeted 375% risk-based capital ratio, which was 404% at the end of the year. Our free capital flow conversion ratio ended the year at the midpoint of our 75%-85% target, and we improved our ROE by 90 basis points year over year and are on track to achieve our 14%-16% target in 2025. Our strong capital position and free capital flow enabled us to deliver on our capital deployment guidance. We returned $1.7 billion of capital to shareholders in 2024.

Our total capital return to shareholders included share buybacks, which were above the midpoint of our targeted range, and a 10% increase in our annual common stock dividend. Our board of directors recently approved a new share repurchase authorization for $1.5 billion. This is in addition to the nearly $800 million remaining under the prior authorization at the end of last year. We closed 2024 with momentum across our integrated and diverse portfolio of businesses. Our success is a testament to the focus and hard work of our 20,000 global employees. Their ongoing commitment to excellence and to our customers enabled us to seize opportunities and has set the stage for future growth. I'd like to take a moment to highlight another recent change to our executive management team. Lisa Coulson was promoted to Senior Vice President and Chief Human Resources Officer in November of 2024.

Lisa joined the company in 2007 as an industry veteran and has held several senior roles leading human resources strategy, operations, and total rewards, and has extensive experience in strategic compensation, benefits design, and executive coaching. I'm excited to be able to work with Lisa in this role. This concludes the business update portion of the meeting. If you haven't already done so, please submit any questions or comments you may have. To submit a question, click on the Q&A icon in the upper right-hand corner of the page. We'll now address any questions or comments we've received. Humphrey?

Humphrey Lee
VP of Investor Relations, Principal Financial Group

There are no questions. Deanna, your closing comments, please.

Deanna Strable
President and CEO, Principal Financial Group

As there are no further questions and the business portion of the meeting has adjourned, Principal's 2025 shareholder meeting has now ended. Thank you for your time.

Operator

This concludes the meeting. You may now disconnect.

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