Kamal Bhatia
President and Chief Executive Officer, Principal Asset Management at 
PRINCIPAL FINANCIAL GROUP
PRINCIPAL FINANCIAL GROUPExecutive
About Kamal Bhatia
Kamal Bhatia is President and Chief Executive Officer of Principal Asset Management and Principal Life since February 10, 2024, and President and CEO of Principal Funds since August 2019; he is 53 years old . Prior roles at Principal include Global Head of Investments (2023–Feb 2024) and Chief Operating Officer (2020–2023), with earlier leadership roles at OC Private Capital, OppenheimerFunds, TIAA, Mellon Asset Management, and Citigroup . PFG evaluates long-term performance for executive pay largely via three-year average non-GAAP ROE and Operating Margin (each 50% weight) plus an RTSR modifier, with thresholds/targets of 7.5%/14.1% ROE and 15.1%/30.2% OM; RSUs vest on three-year cliffs and PSUs on three-year cycles (2024–2026) . Annual bonus outcomes are tied to enterprise metrics including non-GAAP operating earnings, managed net cash flow, free capital flow payout ratio, customer revenue growth, and diversity index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Principal Asset Management | Chief Operating Officer | 2020–2023 | Senior operating leadership of the asset management business |
| Principal Asset Management | Global Head of Investments | 2023–Feb 2024 | Led investment platform prior to CEO appointment |
| Principal Asset Management / Principal Life | President & CEO | Feb 2024–present | Current enterprise leadership of asset management |
| Principal Funds | President & CEO | Aug 2019–present | Oversees mutual funds complex |
| OC Private Capital; OppenheimerFunds; TIAA; Mellon Asset Mgmt; Citigroup | Leadership roles (not specified) | Not disclosed | Prior industry leadership roles across major managers/banks |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Certain international affiliates of Principal | Director | 2024 | Director fees for affiliate boards are included in “All Other Compensation” |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base salary | $547,423 |
| Target annual incentive (% of base) | 442% pro-rated (375% pre-2/10/24; 450% post-2/10/24) |
| Actual annual incentive paid (non-equity) | $2,160,712 |
| Bonus | $0 |
| Stock awards (grant-date fair value) | $2,534,017 |
| Option awards | $0 |
| All other compensation (perqs + company DC contributions) | $30,085 |
| Perquisites & personal benefits (included above) | $12,835 |
| Company 401(k) matching contribution | $17,250 |
Performance Compensation
Annual Incentive (PrinPay Plan)
- Core corporate metrics: non-GAAP operating earnings; managed net cash flow; free capital flow payout ratio; customer revenue growth; diversity index .
- Individual results overlay; Committee may adjust corporate score for unanticipated factors .
| Item | 2024 |
|---|---|
| Target annual incentive (% of base) | 442% pro-rated (375% pre-2/10; 450% post-2/10) |
| Actual payout (paid in 2025) | $2,160,712 |
| Employee contributions on incentive pay (deferrals) | $864,285 |
Long-Term Incentives (2024 grants; 70% PSUs, 30% RSUs)
| Award type | Grant date | Shares (threshold) | Shares (target) | Shares (maximum) | Grant-date FV |
|---|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 02/26/2024 | 4,337 | 21,685 | 39,033 | $1,737,185 |
| RSUs (3-year cliff vest) | 02/26/2024 | n/a | 9,294 | n/a | $744,542 |
| PSU performance scale | Threshold | Target | Maximum |
|---|---|---|---|
| Average Non-GAAP ROE | 7.5% | 14.1% | 18.4% |
| Operating Margin | 15.1% | 30.2% | 39.3% |
| Payout (% of target) | 50% | 100% | 150% |
| RTSR modifier | Top quartile ×1.2; bottom quartile ×0.8; mid ×1.0 |
- Grant timing: approved February following prior-year results; RSUs three-year cliff vest; PSUs vest after three-year cycle contingent on performance and continued employment .
Outstanding Equity Awards (as of year-end 2024)
| Grant | Type | Not Vested (shares) | Market value |
|---|---|---|---|
| 02/28/2022 | RSU | 9,275 | $717,946 |
| 03/07/2022 | PSU (unearned) | 20,899 | $1,617,792 |
| 02/27/2023 | RSU | 7,138 | $552,576 |
| 02/27/2023 | PSU (unearned) | 16,656 | $1,289,344 |
| 02/26/2024 | RSU | 9,624 | $744,989 |
| 02/26/2024 | PSU (unearned) | 22,455 | $1,738,228 |
- No stock options outstanding for Bhatia (option columns blank) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially owned shares (03/10/2025) | 28,553; percent of common stock outstanding “*” (<1%) |
| Stock units (pecuniary interest, not in ownership table) | 16,762.240 units |
| Stock ownership guideline | 4× base salary; 50% net profit share retention until compliant |
| Compliance status | All Named Executive Officers comply |
| Hedging and pledging | Prohibited for Section 16 officers; no pledging, no hedging instruments |
| Clawbacks | Mandatory SEC 10D clawback; discretionary policy for misconduct causing harm |
Deferred Compensation
| Item | 2024 amount |
|---|---|
| NQDC contributions (employee) | $639,946 |
| Company contributions | $0 |
| Aggregate earnings | $283,943 |
| Aggregate balance (12/31/2024) | $2,673,709 |
| Prior-year deferrals balance included | $1,625,972 employee; $0 company match |
Employment Terms
Change-of-Control Employment Agreement
- Double-trigger required (CoC + involuntary without cause or voluntary for good reason) .
- Cash severance: 2× sum of base salary + target annual bonus; prorated bonus for year of termination; reimbursement of legal fees; three years of benefits continuation; immediate vesting of equity .
- Non-compete and non-solicit: one year post-termination for recipients of CoC severance .
- No excise tax gross-ups; relocation tax gross-up available to all employees .
Estimated CoC Termination Benefits (assuming 12/31/2024; stock price $77.41)
| Component | Amount |
|---|---|
| Cash severance (2× salary + target bonus) | $6,066,500 |
| Value of unvested restricted & performance shares (accelerated) | $6,881,438 |
| Benefits continuation (3 years; incl. outplacement) | $105,600 |
| Total (before taxes) | $13,053,538 |
Pension and Benefits
- Pension plan eligibility: not eligible (N/A) .
- Broad-based benefits participation: 401(k), health, ESPP, flexible time off, FSAs .
Vesting Schedules and Insider Selling Pressure
| Plan adoption | Rule 10b5‑1 arrangement | Scope | Through |
|---|---|---|---|
| 11/11/2024 (10‑K Item 9B) | Sale of up to 1,657 shares | Common stock sales until deadline | 03/31/2026 |
| 05/14/2025 (Q2 10‑Q Item 5) | Sale of up to 2,921 shares plus net shares on vesting from 80% of RSUs (15,954 sh) and 80% of PSUs at target (37,225 sh), incl. dividend equivalents | Structured sales of vested shares and limited open-market sales | 03/31/2027 |
- RSUs: three-year cliff vest; PSUs: three-year cycles (e.g., 2022 grant pays through 12/31/2024; 2023 through 12/31/2025; 2024 through 12/31/2026), subject to performance and employment .
Performance & Track Record
- Strategic initiatives: expanding retirement solutions (Principal LifeTime Strategic Index CITs; personalization in target date/hybrid QDIA) under Bhatia’s leadership of Principal Asset Management’s retirement franchise .
- Cultural outcomes: recognized by Pensions & Investments as “Best Place to Work in Money Management” for 13th consecutive year; Bhatia emphasized culture and engagement as performance enablers .
- Industry thought leadership: commentary on financial inclusion and literacy’s macro impacts (Global Financial Inclusion Index) .
Compensation Committee Snapshot
- Human Resources Committee endorsed CD&A for the proxy; members include Jocelyn Carter‑Miller (Chair), Jonathan S. Auerbach, Roger C. Hochschild, Claudio N. Muruzabal, Blair C. Pickerell, Clare S. Richer .
Investment Implications
- Alignment: Heavy at-risk pay structure (442% target bonus; 70% PSUs in LTIP) explicitly linked to three-year ROE/OM and RTSR, with strict anti‑pledging and clawback policies—supportive of shareholder alignment .
- Retention risk: Material unvested RSUs/PSUs and sizable CoC protections (2× salary+target; immediate acceleration) reduce near-term churn risk but create multi-year vest dependency .
- Near-term supply overhang: Two active 10b5‑1 plans authorize sales of time‑vested RSUs and performance shares upon vesting through 2027, which can contribute to periodic insider selling pressure as awards settle .
- Governance safeguards: No excise tax gross-ups (except relocation), mandatory and discretionary clawbacks, and one-year post‑CoC non‑compete/non‑solicit mitigate adverse pay practices risk .