Jonathan Auerbach
PRINCIPAL FINANCIAL GROUPAbout Jonathan S. Auerbach
Independent director of Principal Financial Group since 2019; age 62. Former EVP/Chief Strategy, Growth & Data Officer at PayPal (2015–2023); previously CEO of SingTel Group Digital Life (2013–2014) and 26+ years at McKinsey in senior leadership roles across US and Asia. Education: BA Dartmouth; B.A. and M.A., Oxford. The Board determined he is independent and he currently serves on the Finance and Human Resources Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PayPal Holdings, Inc. | EVP, Chief Strategy, Growth & Data Officer | 2015–2023 | Led global strategy, M&A, partnerships, advanced analytics/data science, growth marketing, corporate affairs; chaired PayPal’s Operating Group; led blockchain/crypto initiatives . |
| SingTel (Group Digital Life) | Chief Executive Officer | 2013–2014 | Led global digital businesses (mobile video, digital advertising/analytics); oversaw corporate venture fund . |
| McKinsey & Company | Senior executive roles (Asia & North America) | ~26 years | Led Asian TMT practice, Singapore office/Southeast Asia region, and North American High-Tech practice . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| National Committee on U.S.-China Relations | Director | Current | Board service noted in PFG proxy . |
| Council on Foreign Relations | Member | Current | Membership noted in PFG proxy . |
| Other public company boards | — | — | None . |
Board Governance
- Committee assignments: Finance Committee (member) and Human Resources Committee (member). Chairs are Clare S. Richer (Finance) and Jocelyn Carter-Miller (HRC); Auerbach is not a chair .
- Independence: Board determined Auerbach (and all members of Audit, Finance, HRC, NGC) are independent (Feb 2025 review) .
- Attendance: The Board held 11 meetings in 2024; no director attended less than 75% of aggregate Board and committee meetings. All directors attended the 2024 annual meeting virtually .
- Skills/expertise relevant to oversight: International operations, financial services, marketing, product development, risk management, strategic planning, sustainability/ESG, and technology (as highlighted in his director biography and skills overview) .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Cash retainer (fees earned or paid in cash) | $115,000 |
| Committee chair fees | N/A for Auerbach (not a chair) |
| Meeting fees | Not paid (structure uses retainers) |
| Other cash | None disclosed for Auerbach beyond retainer |
Standard non-employee director structure (effective Nov 25, 2024): Board cash retainer $115,000; RSU retainer $200,000; Chair retainers—Audit $35,000; Finance $35,000; HRC $25,000; NGC $25,000; Other Committee Chairs $10,000; Lead Director $50,000. Paid in two semiannual installments; RSUs granted at annual meeting .
Perquisites and deferrals: Directors may defer cash under the Non-Employee Directors Deferred Compensation Plan (options include Employer Stock Fund and select funds; 2024 one-year returns shown). Perquisites totaled less than $10,000 per director in 2024; charitable match up to $16,000 per director per year .
Performance Compensation
| Component (2024) | Detail |
|---|---|
| Equity award (RSUs) | $199,959 grant-date fair value under 2021 Stock Incentive Plan; time-based RSUs granted at annual meeting; vest at the next annual meeting; RSUs held until the director leaves the Board; dividend equivalents accrue as additional RSUs and vest on same schedule . |
| Performance metrics | N/A for non-employee director equity (awards are time-based, not performance-conditioned) . |
Recent Form 4 equity awards (ownership-building signals)
| Date (txn) | Type | Shares Transacted | Post-transaction Ownership | Source |
|---|---|---|---|---|
| 2025-05-20 | Award (A) | 2,484 | 19,803 | https://www.sec.gov/Archives/edgar/data/1126328/000106299325010022/0001062993-25-010022-index.htm |
| 2024-05-21 | Award (A) | 2,395 | 16,650 | https://www.sec.gov/Archives/edgar/data/1126328/000106299324011054/0001062993-24-011054-index.htm |
| 2025-09-26 | Award (A) | 205 | 20,214 | https://www.sec.gov/Archives/edgar/data/1126328/000112632825000048/0001126328-25-000048-index.htm |
| 2025-06-27 | Award (A) | 206 | 20,009 | https://www.sec.gov/Archives/edgar/data/1126328/000106299325012374/0001062993-25-012374-index.htm |
| 2024-12-18 | Award (A) | 181 | 17,149 | https://www.sec.gov/Archives/edgar/data/1126328/000106299324021009/0001062993-24-021009-index.htm |
Note: Small periodic “A-Award” entries are typically dividend-equivalent RSUs; larger May awards align with annual director RSU grants ; Form 4 details above.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Public company boards | Public | None | Reduces interlock risk at competitors/customers . |
| National Committee on U.S.-China Relations | Non-profit | Director | Policy/geo focus; no disclosed PFG related-party transactions . |
| Council on Foreign Relations | Membership org | Member | Policy network; no disclosed PFG related-party transactions . |
Expertise & Qualifications
- Executive leadership in fintech and technology-enabled services; deep experience in international operations, strategic planning, risk management, marketing, product development, sustainability/ESG, and technology .
- Board-wide skills matrix shows independent directors (including Auerbach) with senior executive experience and broad functional skills aligned to strategy and risk oversight .
Equity Ownership
| Ownership Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 18,806 shares; <1% of outstanding | Includes rights to acquire within 60 days (options/RSUs/units payable upon service end) . |
| RSUs outstanding (FY-end 2024) | 16,346 RSUs | Includes dividend-equivalent RSUs; subject to “hold until retirement” . |
| Phantom/other stock units (as of Mar 10, 2025) | 2,460.354 units | Additional financial interest tied to PFG stock value . |
| Hedging/pledging | Prohibited for Board and Section 16 insiders | No pledging or hedging of PFG securities; enhances alignment . |
| Director ownership guideline | 5x annual cash retainer within 5 years; RSUs held until retirement | Proxy states all directors with ≥5 years tenure have satisfied the guideline; Auerbach has served since 2019 . |
Governance Assessment
-
Strengths for investor confidence:
- Independence, active committee roles (Finance/HRC), and stated strong attendance across Board/committees .
- Compensation alignment: meaningful equity via “hold until retirement” RSUs and 5x retainer ownership guideline; anti-hedging/pledging policy; modest perquisites; ability to defer fees; robust clawback framework for executives (overall governance quality signal) .
- No other public company directorships (lower interlock/conflict risk); no Auerbach-specific related party transactions disclosed; robust related-party oversight policy .
-
Watch items:
- None apparent in proxy disclosures specific to Auerbach. Broader pay program received 96% Say-on-Pay support in 2024, indicating positive shareholder sentiment toward compensation governance framework .
Appendix — Committee Responsibilities (context for Auerbach’s roles)
- Finance Committee (member): Assists with financial, investment, and capital management policies; reviews capital structure, significant transactions, credit ratings, corporate finance (debt/equity), dividends, M&A .
- Human Resources Committee (member): Oversees CEO performance/compensation, senior exec pay, equity awards, incentive plan oversight, pay risk reviews, succession planning, inclusion strategy, pay equity, human capital disclosures .
References:
- 2025 DEF 14A (Apr 7, 2025): biography, independence, committee assignments, skills, attendance, director comp structure and amounts, ownership, policies .
- Form 4 filings (SEC): Auerbach director awards and holdings updates (see links in Performance Compensation table).