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Principal Financial Group 8-K Report, Executive Changes (Nov 14, 2024)

Reports
Leadership Changes·Regulation FD·Exhibits & Filings
Filing Date
Filed November 14, 2024
Period End
November 11, 2024
Security
PFG
In the record · 2016–202610-K1110-Q338-K163

PFG filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 163 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Sep ’18Sep ’18
  2. Leadership change8-K · Sep ’20Sep ’20
  3. Material agreement8-K · Oct ’22Oct ’22
  4. Material agreement8-K · Sep ’26Sep ’26

Summary

Summary of the 8-K filed November 14, 2024. Cited figures are marked; the original filing is the authoritative source.

On November 12, 2024, Principal Financial Group, Inc. announced that Daniel J.

Houston will retire as Chief Executive Officer effective January 7, 2025, a role he has held since 2015. He will continue as Executive Chairman. The Board of Directors appointed Deanna Strable, currently President and Chief Operating Officer, as CEO and a Class III member of the Board, effective the same date.

She will also continue as President. The Board action was taken on November 11, 2024, according to the filing. The filing sets out the compensation for both executives.

Houston will receive an annual base salary of $1,100,000,a a target annual incentive of 375% of base salary, and a long-term incentive grant of $4,240,000 in restricted stock units. Strable will receive an annual base salary of $1,000,000, a target annual incentive of 300% of base salary, and a long-term incentive target of $8,500,000 in restricted stock units. Strable, age 55, became President and Chief Operating Officer on August 20, 2024, and previously served as Executive Vice President and Chief Financial Officer from 2017 until August 2024.

The filing states that she has no family relationship with any Board member or executive officer. The filing also discloses that Dwight Soethout, Vice President-Chief Actuary and Ms. Strable's spouse, intends to retire. He will remain through a transition period until a successor is identified and will assist in the transition.

He received $738,787b in base salary, bonuses, and long-term incentive compensation in 2023, which the Human Resources Committee approved. The accompanying news release states that Houston's tenure saw market capitalization grow from $13 billion to more than $20 billion.

Key Highlights

  1. Daniel J. Houston will step down as CEO effective January 7, 2025, after serving in the role since 2015, and will remain Executive Chairman.
  2. Deanna Strable, currently President and Chief Operating Officer, was appointed CEO and a Class III Board member effective January 7, 2025, and will also remain President.
  3. Houston's Executive Chairman package includes a $1,100,000 base salary, a 375% target annual incentive, and a $4,240,000 restricted stock unit long-term incentive grant.
  4. Strable's CEO package includes a $1,000,000 base salary, a 300% target annual incentive, and an $8,500,000 long-term incentive target in restricted stock units.
  5. Strable previously served as CFO from 2017 to 2024 and joined the company in 1990 as an actuarial assistant.
  6. Dwight Soethout, Ms. Strable's spouse and Vice President-Chief Actuary, plans to retire after a transition period, with $738,787 in 2023 compensation.
  7. The news release states that market capitalization grew from $13 billion to more than $20 billion during Houston's tenure as CEO.

Frequently Asked Questions

  1. When does the CEO transition take effect?

    The transition is effective January 7, 2025. Deanna Strable will become CEO on that date, and Daniel J. Houston will continue as Executive Chairman.

  2. Who is the new CEO and what is her background?

    Deanna Strable, age 55, became President and Chief Operating Officer on August 20, 2024. She served as Executive Vice President and Chief Financial Officer from 2017 until August 2024, previously led U.S. Insurance Solutions as President from 2015 to 2017, and joined the company in 1990 as an actuarial assistant.

  3. What compensation will the new CEO and the Executive Chairman receive?

    Strable will receive a $1,000,000 annual base salary, a target annual incentive of 300% of base salary, and a long-term incentive target of $8,500,000 in restricted stock units. Houston, as Executive Chairman, will receive a $1,100,000 annual base salary, a target annual incentive of 375% of base salary, and a long-term incentive grant of $4,240,000 in restricted stock units.

  4. Are there any related-party or family considerations tied to the leadership change?

    The filing states that Strable has no family relationship with any Board member or executive officer, and no arrangements or understandings exist with any other person regarding her selection as CEO. It also discloses that Dwight Soethout, Vice President-Chief Actuary and Strable's spouse, intends to retire after a transition period, and that he received $738,787 in 2023 compensation, which the Human Resources Committee approved as commensurate with peers.

  5. What did the company say about Houston's legacy?

    In the accompanying news release, the Board's lead independent director, Scott M. Mills, credited Houston with setting the company's growth agenda and leading its transformation. The release states that market capitalization grew from $13 billion to more than $20 billion during Houston's tenure as president and CEO.