Deanna Strable
PRINCIPAL FINANCIAL GROUPAbout Deanna Strable
Deanna D. Strable-Soethout is President and CEO of Principal Financial Group (effective January 7, 2025) and a Class III director; she is a Fellow of the Society of Actuaries and a member of the American Academy of Actuaries with 35 years at Principal since joining in 1990, including CFO (2017–Aug 2024) and President/COO (Aug 2024–Jan 2025) . Age 56, she holds a B.S. from Northwestern University and serves on Simpson College’s board; she previously chaired LIMRA LOMA Global and served on the United Way Worldwide Board of Trustees . Under her and the team’s strategic focus on SMBs, retirement ecosystem, and global asset management, Principal delivered FY2024 non-GAAP operating EPS of $6.97 (up 6% YoY), $712B AUM, and returned $1.7B to shareholders; long-term targets remain EPS growth 9–12%, ROE 14–16%, free capital flow conversion 75–85% . The 2022–2024 PSUs paid out at 88% based on three-year non-GAAP ROE, operating margin, and RTSR, evidencing moderate performance versus targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Principal Financial Group | President & CEO | Jan 7, 2025–present | CEO transition with Executive Chairman structure; focus on SMB, retirement ecosystem, global asset management |
| Principal Financial Group | President & COO | Aug 20, 2024–Jan 7, 2025 | Direct responsibility for RIS, Benefits & Protection, Asset Management; set 250% annual incentive target in role |
| Principal Financial Group | Executive VP & CFO | 2017–Aug 2024 | Led finance and strategy; elevated to COO as part of succession planning |
| Principal Financial Group | President, U.S. Insurance Solutions | 2015–2017 | Integrated Specialty Benefits with Life Insurance; drove business market growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elevance Health, Inc. | Director; Audit and Governance Committees | 2025–present (current) | Governance and financial oversight at a major health insurer |
| Simpson College | Director | N/D | Community and educational governance engagement |
| LIMRA LOMA Global (LL Global, Inc.) | Chair, Board of Directors | N/D (prior service) | Industry leadership and best practices in insurance |
| United Way Worldwide | Trustee (prior) | N/D | Community impact and stakeholder engagement |
Fixed Compensation
Multi-year compensation for Deanna Strable (NEO totals per SEC Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $686,385 | $720,538 | $784,039 |
| Target Bonus % (annual) | — | — | 218% (pro-rated: 200% as CFO to Aug 19; 250% as COO thereafter) |
| Actual Annual Bonus Paid ($) | $1,008,985 | $1,224,915 | $1,606,652 |
| Stock Awards (Grant-Date Fair Value, $) | $2,323,577 | $3,351,666 | $3,905,605 |
| Option Awards ($) | $0 | $0 | $0 |
| All Other Comp ($) | $196,651 | $131,969 | $136,314 |
| Total ($) | $4,215,598 | $6,107,952 | $6,432,610 |
Additional 2024 CEO role terms (effective Jan 7, 2025): Base salary $1,000,000; target annual incentive 300% of base; long-term incentive target $8,500,000 (RSUs) .
Performance Compensation
Annual incentive (PrinPay) structure and outcome for 2024, and long-term incentives:
| Component | Metric | Weighting | 2024 Target | 2024 Actual | Payout/Modifier | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (PrinPay) | Company score across: Non-GAAP Operating Earnings; Managed Net Cash Flow; Customer Revenue Growth; Diversity Index; Free Capital Flow payout ratio | Not disclosed; multi-metric | Composite target set by HRC | Composite earned at 94% of target; individual modifier 100% for Strable | Final award $1,606,652 | Cash (deferral eligible) |
| PSUs (2024–2026) | 3-yr avg non-GAAP ROE (50%); Operating Margin (50%); RTSR modifier 0.8–1.2 | 50% ROE; 50% OM | ROE target 14.1%; OM target 30.2%; Threshold ROE 7.5%/OM 15.1%; Max ROE 18.4%/OM 39.3% | In-cycle | Pays 50–150% of target; modified by RTSR (0.8–1.2) | Vests end of cycle, subject to continued employment |
| PSUs (2022–2024) | 2–3 yr non-GAAP ROE; operating margin; RTSR | Per plan | Per plan | Achieved 88% of target; paid Feb 2025 | 88% of target | Settled in shares |
| RSUs (time-based) | Time-based equity | — | 3-year cliff vest | Granted Feb 26, 2024: 14,324 shares (Strable) | — | Vests on third anniversary; dividend equivalents accrue |
Grants of plan-based awards for 2024 (Strable):
| Grant | Grant Date | PSUs (Threshold/Target/Max – shares) | RSUs (shares) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2024 PSU | 02/26/2024 | 6,685 / 33,423 / 60,161 | — | $2,677,517 |
| 2024 RSU | 02/26/2024 | — | 14,324 | $1,147,496 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines (executives) | Other NEOs (including Strable) must hold 4x base salary; retain 50% of net profit shares until compliant; all NEOs comply . Hedging/pledging prohibited (short sales, derivatives, margin; and pledging/hypothecation) . |
| Outstanding equity (12/31/2024) | Unvested RSUs: 14,833 shares ($1,148,184 market value at $77.41) . Unearned PSUs: 34,610 shares ($2,679,123 market/payout value at $77.41) . |
| Options (legacy) | Exercisable options: 2015: 21,780 @ $51.33 exp 02/23/2025; 2016: 68,040 @ $37.38 exp 02/22/2026; 2017: 50,475 @ $62.78 exp 02/27/2027; 2018: 55,140 @ $63.98 exp 02/26/2028; 2019: 81,880 @ $53.09 exp 02/25/2029; 2020: 92,000 @ $51.73 exp 02/24/2030; 2021: 64,330 @ $58.68 exp 03/05/2031 . |
| Vested in 2024 | 23,944 shares vested; value realized $2,037,874 (includes 2022 PSUs settled Feb 2025 and 2021 RSUs vested Feb 2024) . |
| Beneficial ownership (units) | Pecuniary interest in stock units: 26,718.955 units (not counted in share ownership table) . |
| Rights to acquire within 60 days | 411,865 shares for Strable via awards/options convertible or payable upon termination . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Executive Severance Plan (non-CoC) | For Strable: lump sum equals 1.5x base salary + 1.5x average bonus (last 3 years) + 1.5 years health premiums; illustrative as of 12/31/2024 totals $4,462,500 severance + $40,000 outplacement + $25,779 COBRA reimbursement = $4,528,279 . |
| Change-of-Control Agreement | Double trigger required; cash severance equals 2x (base salary + target annual bonus); immediate vesting of all options, RSUs, PSUs; prorated annual bonus; up to 3 years benefits continuation; reimbursement of enforcement legal fees; 1-year non-compete/non-solicit post-termination; no excise tax gross-ups (payments cut back to maximize after-tax benefits if needed) . Illustrative totals at $77.41/share as of 12/31/2024: Strable $15,855,691 pre-tax (cash $5,950,000; equity acceleration $9,823,149; benefits $82,542) . |
| Clawback | Mandatory SEC/Nasdaq-compliant clawback for erroneously awarded incentive comp; discretionary clawback for misconduct causing significant financial/reputational harm . |
| Gross-ups | No tax gross-ups (except relocation benefits applicable to all employees) . |
| Deferred compensation | 2024 contributions: employee $445,878; company $103,287; aggregate balance $8,860,823 . |
Board Governance
- Board service: Director since 2025; serves on the Executive Committee; other committees are fully independent; only Strable and Houston are non-independent directors .
- Dual-role implications: CEO + Director structure mitigated by a strong independent Lead Director (Scott M. Mills), independent committee leadership, and separation of Executive Chairman and CEO roles during transition; multiple executive sessions each regular meeting; Board annually reviews CEO succession and conducts two-day strategy sessions .
- Director compensation: As CEO, Strable receives no additional director compensation; non-employee director program targets peer median with $115,000 board retainer and $200,000 RSU, plus chair/lead fees .
Compensation Structure Analysis
- Year-over-year mix: As CFO→COO in 2024, Strable’s base salary rose 16.7% to $850,000; stock awards increased to $3.91M; annual incentive rose to $1.61M; total compensation up to $6.43M, consistent with expanded responsibilities .
- Pay-for-performance: Annual bonus paid at 94% of target (company score) with 100% individual modifier; PSUs emphasize capital efficiency and profitability (ROE/OM) with RTSR modifier, aligning multi-year outcomes to shareholder returns .
- Equity design: 70% PSUs / 30% RSUs mix for NEOs; RSUs three-year cliff vesting increases retention; timing policy fixes grant dates post-approval .
- Governance controls: No repricing of underwater options without shareholder approval; hedging/pledging prohibited; robust clawbacks .
- Peer benchmarking: Compensation targets median of diversified financial services and asset manager peer groups; CAP is independent advisor; eight HRC meetings in 2024 .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- Say-on-pay approval: 96% support in 2024, affirming compensation philosophy .
- Shareholder returns context: Three- and five-year TSR ahead of asset management peers; lagged insurance peers across periods; informs balance of operating metrics and RTSR in PSUs .
Equity Grants and Options Detail
| Instrument | Grant Dates | Key Terms |
|---|---|---|
| RSUs (time-based) | Latest: 02/26/2024 (14,324 shares) | Vests on third anniversary; dividend equivalents accrue . |
| PSUs (performance) | 02/26/2024 (target 33,423) | 3-yr avg ROE and OM with RTSR modifier; threshold requirements; pays 50–150% modified by RTSR . |
| Options (legacy) | 2015–2021 series | All exercisable; strikes $37.38–$63.98; expirations 2025–2031 . |
Investment Implications
- Alignment: High at-risk mix (annual incentive 218% pro-rated; PSU-heavy LTI) with explicit profitability and capital efficiency targets suggests continued discipline in EPS/ROE focus and shareholder capital returns .
- Retention risk: Three-year cliff RSUs and substantial unearned PSUs, plus non-compete post-CoC, reduce near-term departure risk; 2024 vesting realizations indicate ongoing equity monetization pacing typical of program design rather than opportunistic selling; pledging/hedging prohibited, mitigating misalignment risk .
- Trading signals: Upcoming PSU payouts (2023–2025 cycle) are sensitive to ROE/OM and RTSR relative to S&P Financials; monitoring PrinPay inputs (Managed Net Cash Flow, customer-driven revenue) and free capital flow payout ratio can foreshadow annual bonus outcomes; PSU payout of 88% for 2022–2024 indicates moderate performance vs design—continued progress on ROE/OM and TSR could drive higher future vesting .
- CoC economics: Double-trigger 2x cash plus full equity acceleration creates sizable event-level dilution and cash outflow exposures; however, lack of excise gross-up and cutback feature reflect contemporary governance norms .
Notes:
- Form 4 insider transaction records were not available in the returned document set; analysis of selling pressure relies on vesting data and policy disclosures [ListDocuments(‘4’) returned 0].
- Compensation peer group and consultant independence per CD&A; targets median .