Natalie Lamarque
PRINCIPAL FINANCIAL GROUPAbout Natalie Lamarque
Executive Vice President, General Counsel, and Secretary at Principal Financial Group (PFG). Joined PFG on July 18, 2022 after serving as Senior Vice President and General Counsel at New York Life; prior roles include Assistant U.S. Attorney (SDNY, Criminal Division), associate at Debevoise & Plimpton (white-collar), and federal court clerkships . Company performance during her tenure: FY2024 net income $1.6B, non-GAAP operating earnings $1.6B (EPS +6% YoY), AUM $712B (+3%), and three-/five-year TSR ahead of asset management peers; 2024 say-on-pay approval ~96% . Pay-versus-performance disclosures show PFG TSR index values $170.59 in 2024 vs peer group $173.90, with non-GAAP operating earnings $1,597.9M and net income $1,640.5M used in compensation alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York Life Insurance Company | Senior Vice President & General Counsel | Not disclosed | Led legal function; executive leadership at a major insurer |
| U.S. Attorney’s Office, SDNY | Assistant U.S. Attorney, Criminal Division | Not disclosed | Prosecuted complex criminal matters; risk and compliance expertise |
| Debevoise & Plimpton LLP | Associate, White-Collar Group | Not disclosed | Investigations and white-collar defense experience |
| Federal Courts | Law Clerk (District and Court of Appeals) | Not disclosed | Judicial training; legal rigor |
Fixed Compensation
| Metric | 2022 | Notes |
|---|---|---|
| Annual Base Salary (Offer Letter Basis) | $560,000 | Eligible earnings used for annual incentive computation per offer letter guarantee |
| Salary Paid (Partial Year) | $236,923 | Joined July 18, 2022; partial-year paid salary |
| Target Bonus % | 150% of eligible earnings | PrinPay score and modifier applied |
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual/Outcome | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2022 Annual Incentive (PrinPay Plan) | PrinPay score; Individual modifier | Not disclosed; individual modifier 100% | 150% of $560,000 | PrinPay 84%; Individual 100% | $705,600 | Cash, paid in 2023 |
| Long-Term Incentive (Make-Whole RSUs on hire) | Time-based RSUs | N/A | Grant-date fair value $4,775,416 | 76,370 RSUs granted 7/18/2022 | Grant-date FV $4,775,416 | Company RSUs vest on third anniversary (general policy) ; hire award replaced forfeited awards (terms not otherwise specified) |
PSUs were not granted to Lamarque in 2022 (make-whole RSUs only) . Company-wide 2024–2026 PSUs use average non-GAAP ROE and Operating Margin (50%/50%) with RTSR modifier (max 150%); included for program context, not specific to her grant .
Equity Ownership & Alignment
- Beneficial Ownership: Not specifically disclosed for Lamarque in 2024/2025 proxy ownership tables (lists directors and Named Executive Officers; she is not a 2024 NEO) .
- Hedging and Pledging: Company prohibits hedging, short sales, margin purchases (except option exercise), and pledging/hypothecation of Company securities for Section 16 officers (includes executive officers) .
- Stock Ownership Guidelines: For 2024 NEOs, 4x base salary with 50% net-share retention until met; 7x for Chairman; 2x for interim CFO (Lamarque not a 2024 NEO) .
- Clawbacks: Mandatory recovery per SEC/Nasdaq for restatements; discretionary recovery for misconduct causing material financial/reputational harm .
- Repricing Policy: No option repricing without shareholder approval .
- Perquisites: None reported for Lamarque in 2022; no company contributions to DC plans that year .
Employment Terms
| Item | Detail |
|---|---|
| Start Date | July 18, 2022 |
| Current Role | EVP, General Counsel & Secretary (serves as designated proxy signatory) |
| Severance Plan (non-CoC) | 1.5x base salary + 1.5x average bonus (last 3 years) + 1.5 years health premiums (COBRA) |
| Illustrative Severance (12/31/2022) | Lump sum $2,100,000; Outplacement $40,000; COBRA $36,383; Total $2,176,383 |
| Change-of-Control Agreement | 2x (salary + target bonus) cash; immediate vesting of all options, RSUs, PSUs; prorated annual bonus; legal fee reimbursement; 3-year benefits continuation; 1-year non-compete/non-solicit |
| Illustrative CoC Payments (12/31/2022) | Cash severance $2,800,000; Benefits continuation $95,387; Accelerated pension $10,894; Total $2,906,281; no value from unvested equity/options at that date |
Investment Implications
- Pay-for-performance alignment: 2022 incentive tied to company PrinPay score (84%) and individual objectives; long-term equity grant on hire was time-based RSUs replacing forfeited awards, enhancing retention but less performance-contingent than PSUs—monitor for future mix shifts toward PSUs for stronger alignment .
- Selling pressure and vesting: Company prohibits hedging/pledging and requires net-share retention until guidelines are met, reducing forced selling. RSUs generally cliff-vest after three years, creating discrete vest events; lack of disclosed personal ownership limits precise selling-pressure assessment .
- Retention and change-in-control economics: Non-CoC severance (1.5x salary+bonus) and robust CoC protections (2x salary+target bonus; accelerated vesting; benefits) reduce departure risk but could incentivize neutrality in M&A outcomes; non-compete for one year mitigates competitive leakage .
- Governance and risk: Strong clawback provisions, no tax gross-ups (except relocation), and no option repricing; 2024 say-on-pay support (~96%) signals shareholder acceptance of compensation design .
- Performance context: FY2024 results and TSR support incentive funding credibility; continued monitoring of PSU outcomes (ROE/Operating Margin/RTSR) is key for long-term value creation signal .