Diane Nordin
PRINCIPAL FINANCIAL GROUPAbout Diane C. Nordin
Independent director of Principal Financial Group (PFG); age 66; director since 2017; Audit Committee Chair and member of the Finance Committee; Bachelor’s degree from Wheaton College (MA) and Chartered Financial Analyst (CFA). Core credentials include executive leadership in asset management and deep expertise in accounting/finance, risk management, product development, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company, LLP | Partner; oversaw Fixed Income group (~20 approaches, 130 investors globally) | 1991–2011 | Vice Chair of Compensation Committee and Audit Chair at Wellington Management Trust Company; executive roles in product and client management |
| Fidelity Investments | Various roles | Not disclosed | Not disclosed |
| Putnam Advisory | Role not specified | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Trust Company | Director | Since Dec 2023 | Trustee of the Wellington Management Foundation Board of Trustees |
| Antares Capital | Director | Since 2016 | Chair of the Compensation Committee |
| Financial Accounting Foundation | Trustee | Elected (year not specified) | Appointments and Oversight Committees (oversees FASB/GASB) |
| Financial Analysts Foundation | Trustee | Since 2022 | Not disclosed |
| CFA Institute | Governor (Chair of Board of Governors; Chair of Audit, Risk, Nominations Committees) | 2016–2022 | Member of Risk, Executive, People & Culture Committees; Chair of Governance Committee |
| New York State Common Fund | Investment Advisory Committee member (pro bono) | Not disclosed | Not disclosed |
| Appalachian Mountain Club | Board member; Investment Committee Chair; Executive & Compensation Committee member | Prior | Not disclosed |
Board Governance
- Independence affirmed (Board determined Ms. Nordin has no material relationship; all members of Audit, Finance, HR, and Nominating & Governance are independent) .
- Committee memberships:
- Audit Committee: Chair; 9 meetings in 2024; all members independent, financially literate, and “audit committee financial experts” as defined by Sarbanes-Oxley .
- Finance Committee: Member; 8 meetings in 2024 .
- Board meetings: 11 meetings in 2024; no director attended less than 75% of board and committee meetings; all directors attended the 2024 annual shareholders meeting virtually .
- Executive sessions: Multiple executive sessions of independent directors at each regular quarterly board meeting in 2024 .
- Audit Committee report: Recommended inclusion of 2024 audited financials in the 10-K; signed by Nordin (Chair) and other members .
- Other public company directorships: None (current) .
- Compensation committee interlocks: None; HR Committee members were never PFG officers/employees; no related person transactions required to be disclosed; no reciprocal interlocks with other companies .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Board annual cash retainer | $115,000 | Paid in two semi-annual installments; effective Nov 25, 2024 |
| Audit Committee Chair fee | $35,000 | Committee chair fee |
| Total cash fees paid (Nordin) | $150,000 | Sum of board retainer + audit chair fee |
| Annual RSU retainer (grant-date value) | $200,000 | Granted at annual meeting; vests at next annual meeting; deferred until director leaves board |
| Stock awards recognized (Nordin) | $199,959 | FY 2024 grant-date fair value under ASC 718 |
| Meeting fees | None disclosed | Compensation structured via retainers |
| Perquisites | < $10,000 per director in 2024 | Travel reimbursement, limited aircraft use for business travel, retreat spousal amenities; D&O coverage; reduced/no-fee access to investment products |
Directors may defer cash compensation into the Non-Employee Directors Deferred Compensation Plan with “phantom” investment options; includes an Employer Stock Fund with 1-year return of 2.02% as of 12/31/2024 .
Performance Compensation
| Equity Type | Grant mechanics | Vesting | Performance Conditions |
|---|---|---|---|
| Time-based RSUs (non-employee directors) | Annual grants under 2021 Stock Incentive Plan | Vest at the next annual meeting; dividend equivalents convert to additional RSUs; payout deferred until departure from Board | None; time-based only (no performance metrics) |
Maximum limit for director stock awards plus fees/retainers: $750,000 per year ($1,000,000 for an Independent Chairman) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Committee interlocks (Compensation) | None (no interlocks; no related person transactions) |
| Independence | Affirmed independent; committees fully independent |
Expertise & Qualifications
- Skills matrix highlights across senior executive experience, accounting & finance, asset & investment management, executive compensation, financial services, HR/talent, international, marketing, risk management, strategic planning, technology (per board skills chart) .
- Education: Bachelor’s degree (Wheaton College, MA); CFA charterholder .
- Audit committee financial expert status: All audit committee members are designated “audit committee financial experts” .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 25,203 | As of March 10, 2025; “*” indicates <1% of shares outstanding |
| RSUs outstanding (units) | 22,742 | As of fiscal year end 2024; includes dividend equivalents |
| Additional “units” (pecuniary interest) | 2,460.354 | Nontransferable stock units (e.g., phantom units) as of March 10, 2025 |
| Ownership guidelines | Required to hold 5× annual board cash retainer within 5 years; RSUs “hold until retirement” | |
| Compliance status | All directors with ≥5 years tenure satisfied the guideline (Nordin director since 2017) | |
| Hedging/pledging policy | Prohibits hedging; prohibits Board and Section 16 insiders from pledging company stock |
Governance Assessment
- Roles and independence: Audit Chair and Finance member; independence affirmed; all key committees composed solely of independent directors .
- Engagement: Board held 11 meetings in 2024; audit and finance committees met 9 and 8 times respectively; no director fell below the 75% attendance threshold; independent director executive sessions were held at each regular quarterly meeting .
- Alignment and incentives: Director pay is retainer-based with a substantial equity component via time-based RSUs; RSUs are deferred until departure; robust director ownership guidelines with “hold until retirement,” and five-times cash retainer target; hedging and pledging prohibited .
- Conflicts and related party transactions: No related-person transactions disclosed involving Nordin; compensation committee interlocks explicitly none .
RED FLAGS
- None identified in proxy disclosures for Nordin: no related-party transactions; no pledging; no compensation interlocks; attendance met policy thresholds .