Elizabeth Mitchell
PRINCIPAL FINANCIAL GROUPAbout H. Elizabeth Mitchell
Independent director at Principal Financial Group (PFG) since 2022; age 63. Former CEO of Renaissance U.S. Inc. and Platinum Underwriters Reinsurance Inc. (retired 2016). Education: B.A. from the College of the Holy Cross and CERT Certificate in Cyber Security Oversight (Carnegie Mellon). Credentials: Fellow of the Casualty Actuarial Society, Member of the American Academy of Actuaries, NACD Certified Director . The Board affirmed her independence in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renaissance U.S. Inc. / Platinum Underwriters Reinsurance Inc. | President (from 2005), CEO (from 2007), retired | 2005–2016 | Led a global re/insurance provider; executive-level experience in asset management, financial services, accounting/finance, strategic planning, sustainability/ESG, technology . |
| Weston Insurance Company | Non-executive Chair | 2020–2022 | Oversight/board leadership in P&C insurance . |
| Hudson Structured Capital Management | Advisor | 2018–2024 | Insurance-linked/alternative capital advisory experience . |
External Roles
| Company | Role | Status | Committee Positions |
|---|---|---|---|
| Selective Insurance Group | Director | Current | Audit Committee Chair . |
| Enact Holdings, Inc. | Director | Current | Audit Committee member . |
| StanCorp Financial Corp. | Director | Within last five years | Not specified . |
Board Governance
- Committee memberships at PFG: Audit Committee and Nominating & Governance Committee; not a chair at PFG .
- Audit Committee expertise: All Audit members are financially literate and designated “audit committee financial experts” under Sarbanes‑Oxley .
- Independence: Affirmatively determined independent (Feb 2025); all key committees composed entirely of independent directors .
- Attendance and engagement: Board held 11 meetings in 2024; no director attended less than 75% of aggregate board/committee meetings; all directors attended the 2024 annual shareholders meeting virtually . Audit Committee met 9 times; Nominating & Governance met 4 times in 2024 .
- Executive sessions: Multiple executive sessions of independent directors at each regularly scheduled board meeting .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $115,000 |
| Stock awards (grant date fair value, RSUs) | $199,959 |
| Total | $314,959 |
- Program structure: Annual board cash retainer $115,000; annual RSU retainer $200,000; committee chair fees (Audit $35,000; Finance $35,000; HR $25,000; N&G $25,000); Lead Director $50,000; payments made semi-annually .
- Perquisites: Matching charitable gifts up to $16,000 per year; total perquisites < $10,000 per non‑employee director in 2024; travel reimbursement and limited aircraft use for board business .
Performance Compensation
Directors do not receive performance-based equity; annual grants are time‑based RSUs.
| Equity Grant Type | Grant Value | Vesting Schedule | Deferral Terms |
|---|---|---|---|
| Annual RSU Retainer | $200,000 | RSUs granted at the annual meeting; vest at next annual meeting | RSUs deferred until director leaves the Board; dividend equivalents convert to additional RSUs . |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Selective Insurance Group (Audit Chair); Enact Holdings, Inc. (Audit member) . |
| Interlocks risk | No PFG Human Resources (compensation) committee interlocks disclosed for FY2024; HRC members had no related-person transactions per SEC rules . |
| Board service policy | PFG maintains a policy regarding directors' service on other public company boards; N&G oversees director independence and performance . |
Expertise & Qualifications
- Executive leadership (CEO), actuarial and financial expertise; technology/cyber (CERT certificate); strategic planning and risk management. Skills matrix shows coverage across accounting & finance, human resources/talent, strategic planning, sustainability/ESG, technology, among others .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 7,992; less than 1% of shares outstanding . |
| RSUs outstanding (as of 12/31/2024) | 5,532 shares . |
| Ownership guidelines | Hold‑until‑retirement requirement on RSUs; guideline to own ≥5× annual cash retainer within five years of joining; directors with <5 years tenure are on schedule to meet guidelines . |
Governance Assessment
- Board effectiveness: Independent status, dual committee service (Audit; N&G), and audit “financial expert” designation support robust oversight in financial reporting, risk, and governance .
- Alignment signals: Majority of 2024 compensation in equity (~63.5% RSUs vs. ~36.5% cash), RSU deferral until board exit, and ownership guidelines indicate alignment with shareholder interests .
- Engagement: High board/committee meeting cadence in 2024 with ≥75% attendance threshold met by all directors; regular independent executive sessions suggest active oversight culture .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Mitchell; company maintains robust policies for identifying and monitoring related party transactions (N&G quarterly review) . No compensation committee interlocks in FY2024 .
- Potential red flags: None disclosed specific to Mitchell. Note she serves on two other public company boards in adjacent insurance sectors; PFG policy governs outside board service and N&G monitors independence and workload .