Jocelyn Carter-Miller
PRINCIPAL FINANCIAL GROUPAbout Jocelyn Carter-Miller
Independent director; Age 67; PFG director since 2001 (Principal Life since 1999). Chair of the Human Resources Committee; member of Nominating & Governance and Executive Committees. Education: B.S. in Accounting (University of Illinois); MBA in Finance & Marketing (University of Chicago); passed CPA exam. The Board affirmed her independence in February 2025 and all key committees are composed solely of independent directors. Board met 11 times in 2024; no director fell below 75% attendance; all directors attended the 2024 annual meeting virtually.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TechEd Ventures | President | Since 2005 | Develops/markets high-performance educational and empowerment programs |
| Office Depot | EVP & Chief Marketing Officer | 2002–2004 | Responsible for marketing across 846 superstores plus contract, catalog, e-commerce; operations in 15 countries |
| Motorola | Corporate VP & Chief Marketing Officer | Prior to 2002 | Led marketing across ~$30B revenue base; general management for network ops in LATAM, Europe, Middle East, Africa |
| Mattel | VP Marketing & Product Development | Prior | Brand and product leadership experience |
External Roles
| Company | Exchange/Industry | Role | Committees |
|---|---|---|---|
| Arlo Technologies, Inc. | Public | Director | Audit; Chair, Compensation |
| Interpublic Group of Companies, Inc. | Public | Director | Audit; Executive; Chair, Corporate Governance & Social Responsibility |
| Backblaze, Inc. | Public | Director | Chair, Compensation; Audit; Nomination & Governance |
| Netgear, Inc. | Public (within last 5 years) | Director | Audit; Compensation |
Board Governance
- Committee leadership: Chair, Human Resources; member, Nominating & Governance; Executive. HR Committee held 9 meetings in 2024; Nominating & Governance held 4; Executive held 0.
- HR Committee responsibilities include CEO evaluation/comp, senior executive comp approvals, equity awards, severance/COC agreements, succession planning, inclusion strategy, pay-risk review, pay equity, and human capital disclosures.
- Independence and attendance: Affirmed independent; all key committees fully independent; no director <75% attendance; multiple executive sessions of independent directors each regular meeting.
- Interlocks: No compensation committee interlocks or insider participation; no executive officer cross-board compensation committee overlaps.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $115,000 | Effective Nov 25, 2024; paid semi-annually |
| Committee Chair fees | HR Chair $25,000; Finance Chair $35,000; Audit Chair $35,000; NGC Chair $25,000; Other Chairs $10,000 | Role-based |
| Lead Director fee | $50,000 | Additional cash retainer |
| 2024 Fees earned (Carter-Miller) | $140,000 | Reflects board + chair/member roles |
| Perquisites | < $10,000 | Corporate aircraft for limited personal use (CEO/Executive Chair); travel amenities; business travel accident & D&O insurance; reduced/no-fee PAM products |
| Charitable match | Up to $16,000 per director per year | Principal Life matches; tax deduction to company |
| Deferred compensation | Available; 4 “phantom” options | Employer Stock Fund 2.02%; S&P 500 Index (R5) 24.5%; Real Estate Securities (R5) 5.26%; Core Plus Bond (R5) 0.71% (1-yr returns to 12/31/24) |
Performance Compensation
| Component | Amount/Structure | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual RSU Retainer (Non-Employee Director) | $200,000 | Granted at annual meeting; time-based; vests at next annual meeting; deferred until director leaves Board; dividend equivalents convert to RSUs | |
| 2024 Stock Awards (Carter-Miller) | $199,959 | Grant-date fair value per ASC 718 | N/A (time-based RSUs) |
Executive compensation oversight (HR Committee under Carter-Miller): Long-term awards 70% PSUs / 30% time-based RSUs; PSU metrics: 50% avg non-GAAP ROE, 50% Operating Margin; RTSR modifier 80–120%; 2022–2024 PSUs paid at 88% in Feb 2025. Annual incentive (“PrinPay”) metrics include Non-GAAP Operating Earnings, Managed Net Cash Flow, Free Capital Flow payout ratio, Customer revenue growth, Diversity Index; 2024 PrinPay earned at 94% of target with individual modifiers 95–110%.
| 2024 Exec Comp Metrics | Definition/Focus | Outcome |
|---|---|---|
| Non-GAAP Operating Earnings | Primary indicator of financial performance | $1,709M vs $1,730M target (preliminary) |
| Customer-driven revenue growth | Revenue from customer actions (not macro) | $127M vs $142M target (preliminary) |
| Managed net cash flow | Deposits less withdrawals (AUM growth driver) | ($5B) vs $1B target (preliminary) |
| Diversity Index | Workforce inclusion measure | 98% of 100% target (preliminary) |
| Free capital flow payout ratio | Capital generation for reinvestment/shareholder returns | 82% within 75–90% target range (preliminary) |
| PSU metrics (2022–2024) | 50% avg non-GAAP ROE; 50% Operating Margin; RTSR 80–120% | Payout at 88% (vest 12/31/24; paid Feb 2025) |
Other Directorships & Interlocks
| External Company | Overlap/Conflict Risk to PFG | Disclosed Related-Party Exposure |
|---|---|---|
| Interpublic Group (IPG) | Marketing services supplier market; no PFG transaction disclosures indicated | None disclosed in “Certain relationships and related party transactions” |
| Arlo Technologies | Consumer hardware/services; no direct overlap with PFG core | None disclosed |
| Backblaze | Cloud storage/software; potential vendor market; no PFG disclosures indicated | None disclosed |
- Related party transaction governance: NGC/Chair must approve or ratify all covered related-party transactions; quarterly review; HR Committee approves employment transactions involving relatives of execs (e.g., spouse of CEO; spouse of Interim CFO); compensation “commensurate with peers.”
Expertise & Qualifications
- Skills matrix indicates senior executive experience; accounting & finance; consumer/retail; executive compensation; financial services; HR/talent; international; marketing; M&A; product development; risk management; strategic planning; sustainability/ESG; technology.
- Recognitions: NACD Directorship 100; Savoy Most Influential Black Corporate Directors; Director & Boards Director to Watch.
Equity Ownership
| Ownership Metric | Amount | Date/Source |
|---|---|---|
| RSUs outstanding (aggregate) | 79,430 shares | FY-end 12/31/2024 |
| Beneficial ownership post-grant | 86,101 common shares | Form 4, 06/27/2025 (RSU grant of 817 units; price $0) |
| Beneficial ownership post-grant | 86,912 common shares | Form 4, 09/26/2025 (RSU grant of 811 units; price $0) |
| Recent Form 4 filing references | Filings on 03/28/2025; 12/18/2024; 03/25/2022 | PFG investor site Form 4 pages |
| Hedging/Pledging policy | Hedging prohibited; no option repricing; no tax gross-ups (except relocation); ownership requirements apply | Company policies per CD&A |
| Director ownership guidelines | Hold-until-retirement for RSUs; guideline of 5x annual board cash retainer within 5 years; all directors ≥5 years satisfied | Applies to Carter-Miller given tenure |
Governance Assessment
- Positives
- Long-tenured independent director with deep marketing, finance, and HR/talent expertise; chairing HR Committee positions her to drive rigorous pay-for-performance and succession planning.
- Strong engagement and independence: full committee independence; robust attendance; active executive sessions; formal board skills/refresh processes.
- Director compensation aligned via equity-heavy mix; RSUs held until retirement; ownership guideline promotes alignment.
- No compensation committee interlocks; independent consultant (CAP) engaged; conflicts assessed none.
- Say-on-pay support at ~96% (2024) supports HR Committee’s program credibility.
- Watch items
- Very long tenure (since 2001 at PFG), which can raise independence/refresh concerns; mitigated by annual independence determinations and active board refresh adding six independent directors since 2019.
- Multiple external boards increase time demands; 2024 attendance metrics suggest adequate engagement.
- Related-party employment of CEO spouse and Interim CFO spouse reviewed/approved by HR Committee; transparency and “commensurate” pay disclosed; continue monitoring for optics.
- Director equity awards are time-based (no performance linkage); alignment is via hold-until-retirement rather than performance conditions—standard market practice, but less performance-sensitive than PSUs used for executives.
Overall signal: Carter-Miller’s HR Committee leadership, independence, and attendance support board effectiveness. Compensation oversight uses balanced metrics (ROE, operating margin, RTSR; annual PrinPay multi-metric design), with strong shareholder endorsement—a constructive governance signal for investor confidence.