Clare Richer

About Clare S. Richer

Clare S. Richer (age 66) is an independent director of Principal Financial Group (PFG) serving since 2020. She holds a B.B.A. from the University of Notre Dame and previously served as CFO of Putnam Investments (2008–2017) following senior roles at Fidelity Investments (1983–2008). Her board qualifications include executive leadership in asset management, accounting and finance, product development, risk management, strategic planning, and technology .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Ms. Richer is independent under Nasdaq and company standards .
• Committee assignments and chair roles (2024 activity):
  • Finance Committee (Chair; 8 meetings in 2024)
  • Human Resources Committee (Member; 9 meetings in 2024)
  • Executive Committee (Member; 0 meetings in 2024)
• Attendance: The Board met 11 times in 2024 (five were two-day meetings); no director attended less than 75%. All directors attended the annual shareholder meeting virtually .
• Board structure and engagement: Strong independent lead director; multiple executive sessions at each regular Board meeting; robust succession planning and risk oversight processes .

Fixed Compensation

Key policies:

• Director compensation reviewed by Nominating & Governance Committee with independent consultant; targeted at peer median; no change in 2024 .
• RSUs vest at next annual meeting and are deferred until the director leaves the Board; dividend equivalents accrue as additional RSUs .

Performance Compensation

• None disclosed for non-employee directors. Director equity is time-based RSUs; no options or PSUs and no performance metrics tied to director pay .

Other Directorships & Interlocks

The proxy discloses robust related-party transaction oversight and approvals by Nominating & Governance and HR Committees; no director-related conflicts involving Ms. Richer are disclosed .

Expertise & Qualifications

• Executive leadership in asset management and financial services; expertise in accounting/finance, product development, risk management, strategic planning, and technology .
• Independent directors’ skills matrix confirms broad finance and strategic competencies across the Board .

Equity Ownership

PFG prohibits hedging by employees and emphasizes stock ownership alignment for executives; director “hold until retirement” enforces long-term alignment .

Governance Assessment

• Strengths

  • Independent director chairing Finance Committee and serving on HRC and Executive Committee—strong alignment with capital allocation oversight, pay design, and governance continuity .
  • Active Board/committee cadence (Finance 8, HRC 9; multiple executive sessions)—signals high engagement .
  • Clear independence determination and robust related-party policies; no disclosed conflicts for Ms. Richer .
  • Director compensation structure is balanced (cash + deferred RSUs), aligned with peer median, with hold-until-retirement ownership policy .

• Watch items / potential red flags

  • External roles in asset management (Bain Capital Specialty Finance; SPDR ETF Funds) warrant routine monitoring for potential business overlaps, though PFG discloses no related-party transactions with these entities and maintains formal approval/ratification controls .
  • Director equity is time-based (no performance linkage), typical for directors but offers less pay-for-performance sensitivity than executive PSU structures .

• Compensation committee interlocks

  • None; HRC members are independent and no interlocks or insider participation in the last fiscal year .

• Attendance and engagement

  • Board met 11 times in 2024 with no director below 75% attendance; strong cadence supports effective oversight .