Christopher Littlefield
PRINCIPAL FINANCIAL GROUPAbout Christopher Littlefield
Christopher J. Littlefield is President, Retirement and Income Solutions (RIS) at Principal Financial Group (PFG). He is a Named Executive Officer, with pension plan credited service of 4 years . Company performance context during his tenure includes non-GAAP operating earnings of $1.640B and non-GAAP operating EPS of $6.97 for FY2024, alongside AUM of $712B and $1.7T AUA, and $1.7B capital returned to shareholders; 2024 non-GAAP operating EPS grew 6% versus 2023 . PFG’s 2022–2024 PSU cycle paid out at 88% of target based on average ROE, operating margin, and an RTSR modifier, reflecting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Principal Financial Group | President, Retirement & Income Solutions | Pension plan credited service: 4 years | Focused on RIS transformation, products, distribution, and infrastructure; aligned to enterprise financial goals |
External Roles
Not disclosed in the proxy.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Salary | $670,000 | Named Executive Officer (RIS) |
| Perquisites & Other Personal Benefits | $16,155 | Annual physical, business spousal travel, nominal gifts |
| Principal Contributions to Defined Contribution Plans | $105,635 | 401(k) match $17,250 + Excess Plan match $88,385 |
| Deferred Compensation: Executive Contributions | $140,846 | Excess Plan/NQDC contributions |
| Deferred Compensation: Principal Contributions | $88,385 | Excess Plan matching |
| Deferred Compensation: Aggregate Earnings (2024) | $116,420 | Plan investment returns |
| Deferred Compensation: Ending Balance (2024) | $913,915 | Aggregate as of FY-end |
| Pension—Present Value (Qualified) | $88,031 | Cash Balance formula; elected lump sum for cash balance |
| Pension—Present Value (Nonqualified DB) | $290,188 | NQDB present value |
Performance Compensation
Annual Incentive (PrinPay) – 2024
| Item | Detail |
|---|---|
| Target Bonus % of Salary | 200% |
| Company PrinPay Score | 94% of target |
| Individual Performance Modifier | 105% |
| Final Bonus Paid | $1,313,469 |
Annual PrinPay metrics and preliminary results:
| Metric | Target | Actual |
|---|---|---|
| Non-GAAP Operating Earnings | $1,730M | $1,709M |
| Customer Driven Revenue Growth | $142M | $127M |
| Managed Net Cash Flow | $1B | ($5B) |
| Diversity Index | 100% | 98% |
| Free Capital Flow Payout Ratio (range) | 75%–90% | 82% |
Individual objectives tied to RIS execution and enterprise goals included earnings/ROE/operating margin/cash flow, RIS transformation, product/solutions strategy, distribution, infrastructure, and workforce/culture .
Long-Term Incentives (LTIs)
| 2024 LTIP Grant | Value | Mix | Notes |
|---|---|---|---|
| Total LTIP Award | $2,345,000 | 70% PSUs / 30% RSUs | PSUs 3-year performance; RSUs 3-year cliff vest |
PSU grant details (2024 grants; February 26, 2024):
| Equity Type | Threshold | Target | Maximum | Grant-Date Fair Value |
|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 4,098 | 20,491 | 36,884 | $1,641,534 |
| RSUs | — | 8,782 | — | $703,526 |
PSU performance framework:
- Metrics/Weighting: 50% average non-GAAP ROE, 50% Operating Margin; 3-year period .
- Target levels: ROE 14.1%, OM 30.2%; Threshold ROE 7.5%, OM 15.1%; Maximum ROE 18.4%, OM 39.3% .
- RTSR modifier: Top quartile 1.2x, bottom quartile 0.8x, middle 1.0x .
- 2022–2024 PSU payout: 88% (paid Feb 2025) .
Vesting schedules:
- RSUs: 3-year cliff vest; dividend equivalents convert to RSUs and vest concurrently .
- PSUs: 3-year performance period; threshold gate; payout per ROE/OM scales with RTSR modifier .
- Stock options: Vest 1/3 annually over 3 years; accelerated vesting on certain events .
Option Exercises and Stock Vested (2024)
| Item | Shares | Value |
|---|---|---|
| Options Exercised | 0 | — |
| Stock Vested (RSUs/PSUs) | 19,903 | $1,693,944 |
Retention Bonus (RIS President)
- Agreement date: September 16, 2024 .
- Total: $2,000,000; 50% payable April 1, 2025 and 50% April 1, 2026, contingent on continued employment (exceptions: death, disability, RIF, change in control as defined in 2021 SIP) .
- Forfeiture/recoupment triggers: Failure to assist succession planning; minimum performance ratings required .
Equity Ownership & Alignment
| Ownership Metric | Amount |
|---|---|
| Beneficial Ownership (3/10/2025) | 116,452 shares; <1% of outstanding |
| Shares/Units “Right to Acquire” ≤60 days | 82,835 (options/RSUs/PSUs payable upon termination) |
| Unvested RSUs (12/31/2024) | 9,094; Market value $703,948 |
| Unearned PSUs (12/31/2024) | 21,218; Value $1,642,519 (at $77.41) |
| Outstanding Exercisable Options | 51,285 (2020 grant, $51.73); 31,550 (2021 grant, $58.68) |
Ownership policy and alignment:
- Stock ownership guidelines: 4× base salary requirement; must retain 50% of net-profit shares until met; all NEOs in compliance .
- Anti-hedging: Prohibits margin purchases (except option exercise), short sales, derivatives that hedge company stock .
- Anti-pledging: Prohibits pledging/hypothecating company securities for Section 16 Officers (includes NEOs) .
Employment Terms
| Provision | Term |
|---|---|
| Severance Plan (no cause/layoff) | Lump sum = 1.5× base salary + 1.5× average bonus (last 3 years) + 1.5 years health premium (COBRA) |
| Example Severance (12/31/2024) | Severance $2,647,788 + Outplacement $40,000 + COBRA $43,238 = $2,731,026 |
| Change-of-Control Agreement | Double-trigger; if Qualifying Termination after CoC: cash severance = 2× (base salary + target bonus); immediate vesting of all equity; prorated annual bonus net of any CoC bonus; up to 3 years of benefits continuation; legal fee reimbursement |
| Non-compete/Non-solicit (post-CoC termination) | 1 year—no competitive employment, solicitation of employees/customers, or interference |
| Potential CoC Termination Payments (12/31/2024) | Cash severance $4,020,000; Value of unvested equity $6,909,589; Benefits continuation $105,600; Total $11,035,189 (pre-tax) |
| Clawback Policies | Mandatory recovery for restatement-related erroneous incentive pay; discretionary recovery for misconduct causing significant financial/reputational harm |
| Gross-ups | No excise tax gross-ups; only relocation benefit gross-ups for all employees |
| Repricing | No stock option repricing without shareholder approval |
Compensation Structure Signals
| Area | Observation |
|---|---|
| Cash vs Equity Mix | Significant at-risk pay: LTIs ($2.345M) exceed base salary ($670K), with PSUs at 70% of LTIs, reinforcing performance orientation |
| Annual Bonus Rigor | Corporate score at 94% with negative variances on managed net cash flow and customer-driven revenue growth; individual modifier 105% suggests strong RIS execution despite enterprise headwinds |
| Performance Metric Design | PSUs emphasize capital efficiency (ROE) and profitability (OM) with market-relative RTSR guardrails; thresholds and targets explicit |
| Retention Risk/Pressure | $2.0M retention bonus through April 1, 2026 creates near-term retention anchor; forfeiture/recoupment tied to succession support and performance |
| Governance & Shareholder Alignment | Strict anti-hedging/pledging, robust clawbacks, no option repricing, ownership guideline compliance |
Say-on-Pay & Peer Benchmarking
- Say-on-Pay: ~96% approval in 2024, indicating strong shareholder support .
- Peer groups used: Financial services/insurance and asset managers (e.g., Ameriprise, MetLife, Prudential; State Street, T. Rowe, Invesco); target pay set at median of peer group .
Investment Implications
- Strong alignment: High proportion of PSUs with explicit ROE/OM targets and RTSR modifier, plus strict hedging/pledging prohibitions and clawbacks, reduce misalignment and governance risk .
- Retention and supply overhang: The $2.0M retention bonus through early 2026 lowers departure risk; unvested RSUs/PSUs and sizable exercisable options could create periodic selling pressure when vesting/exercise windows open .
- Change-of-control economics: Double-trigger severance and full equity vesting would crystallize significant value; implies heightened sensitivity to M&A scenarios but mitigated by non-compete/non-solicit provisions .
- Execution focus in RIS: Individual bonus objectives center on RIS transformation and distribution, aligning incentives with revenue growth and margin improvement in core segments; bonus outcome (105% modifier) suggests above-plan execution within RIS despite enterprise-level cash flow headwinds .