Roger Hochschild
PRINCIPAL FINANCIAL GROUPAbout Roger Hochschild
Independent director at Principal Financial Group (PFG) since 2015; age 60; Chair of the Nominating & Governance Committee and member of the Human Resources Committee. He holds a B.A. in Economics from Georgetown University and an MBA from Dartmouth’s Tuck School. The Board affirmed his independence in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | President & COO; President & CEO | 2004–2018 (President & COO); 2018–Aug 2023 (CEO) | Led a large public digital banking and payments company; executive-level finance, asset management, retail consumer, technology experience . |
| Morgan Stanley | EVP, Chief Administrative & Strategic Officer | 2001–2004 | Senior strategic and administrative leadership . |
| Discover (part of Morgan Stanley at the time) | EVP, Chief Marketing Officer—Discover | 1998–2001 | Marketing leadership across card business . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InterPayments | Director | Since 2024 | Current private company directorship . |
| Chicago Public Media | Director | Since 2016 | Non-profit governance role . |
| Discover Financial Services | Director | Within last five years | Public company directorship within last five years; no current public boards . |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee (NGC); member, Human Resources Committee (HRC) .
- Attendance: Board held 11 meetings in 2024; committees met frequently (NGC: 4; HRC: 9). No director attended less than 75% of the aggregate of Board and committee meetings in 2024 .
- Independence: Board affirmed Hochschild is independent; all members of Audit, Finance, HRC, and NGC are independent .
- NGC remit (selected): Director independence, Board/committee self-evaluations, Director compensation, Corporate Governance Guidelines, ESG/political activities .
- HRC remit (selected): CEO performance and pay, senior executive pay, equity awards, severance/change-in-control agreements, succession planning, inclusion strategy, human capital disclosures; risk review of comp programs .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board cash retainer | $115,000 | Effective Nov 25, 2024; paid semi-annually . |
| NGC Chair fee | $25,000 | Chair fee; total cash = $140,000 for Hochschild in 2024 . |
| Annual RSU retainer (grant date fair value) | $199,959 | RSUs granted at annual meeting; vest at next annual meeting and are deferred until departure from Board . |
| Total 2024 Director Compensation | $339,959 | Cash $140,000; Stock awards $199,959 . |
| Perquisites | < $10,000 | Matching charitable gifts up to $16,000; travel reimbursement; limited aircraft use; reduced/no-fee participation in Principal AM products . |
Performance Compensation
- Non-employee director pay at PFG is not performance-based; RSUs are time-based and deferred until retirement from the Board .
- As HRC member, Hochschild oversees executive incentive design and metrics; the company uses the following measures for annual and long-term executive compensation:
| Program | Metric | Definition/Notes |
|---|---|---|
| PrinPay (annual incentive) | Non-GAAP Operating Earnings | Primary indicator of financial performance . |
| PrinPay (annual incentive) | Managed Net Cash Flow | Deposits less withdrawals; supports AUM growth . |
| PrinPay (annual incentive) | Customer Revenue Growth | Revenue growth driven by customer actions . |
| PrinPay (annual incentive) | Diversity Index | Workforce inclusion indicator . |
| PrinPay (annual incentive) | Free Capital Flow Payout Ratio | Capital generation and deployment discipline . |
| PSUs (long-term incentive) | Non-GAAP ROE (50%) | Efficiency in managing capital; three-year performance period . |
| PSUs (long-term incentive) | Operating Margin (50%) | Profitability across businesses; three-year period . |
| PSUs modifier | Relative TSR (80–120%) | Relative to S&P Financial Sector constituents . |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Discover Financial Services | Public (within last five years) | Former CEO & Director | DFS faced regulatory/compliance issues; Hochschild resigned Aug 14, 2023; Board cited commitment to enhancing compliance/risk management. Reputational overhang to monitor for PFG investors . |
| InterPayments | Private | Director | No related-party transactions disclosed at PFG . |
| Chicago Public Media | Non-profit | Director | No related-party transactions disclosed at PFG . |
Expertise & Qualifications
- Executive leadership and financial services experience; accounting/finance; asset & investment management; technology; retail consumer services .
- Skills matrix indicates senior executive experience; accounting & finance; asset & investment management; executive compensation; financial services; HR/talent; marketing; M&A; product development; risk management; strategic planning; technology .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| RSUs outstanding (FY-end 2024) | 32,334 shares | Includes dividend equivalents; held until retirement from Board . |
| Beneficial ownership—right to acquire within 60 days | 34,794.13 shares | Includes RSUs, performance units payable on termination; less than 1% of shares outstanding . |
| Phantom stock units (pecuniary interest) as of Mar 10, 2025 | 2,460.354 units | Additional units subject to market risk; not in security ownership table . |
| Ownership guideline | 5x annual cash retainer within 5 years; hold-until-retirement | All directors with tenure ≥5 years have satisfied the requirement; RSUs must be held until leaving the Board . |
| Hedging/pledging | Prohibited | Board and Section 16 insiders prohibited from hedging/pledging company securities . |
Insider Trades (Form 4 activity)
| Filing Date | Transaction Date | Security | Type | Quantity | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-22 | 2025-05-20 | Common Stock | Award (A) | 2,484 | 37,594 | |
| 2025-06-10 | 2025-06-06 | Phantom Stock Units | Award (A) | 909 | 26,925 | |
| 2025-07-01 | 2025-06-27 | Common Stock | Award (A) | 361 | 37,955 | |
| 2025-09-30 | 2025-09-26 | Common Stock | Award (A) | 358 | 38,313 | |
| 2024-05-23 | 2024-05-21 | Common Stock | Award (A) | 2,395 | 33,871 | |
| 2024-12-20 | 2024-12-18 | Common Stock | Award (A) | 336 | 34,796 |
Note: Awards reflect time-based RSUs/units credited (including dividend equivalents) per PFG director plan design; post-transaction ownership is “securitiesOwned” as disclosed in each Form 4 filing [ReadFile: /tmp/insider_trades_20251120_023823.json].
Say-on-Pay & Shareholder Feedback
| Item | 2025 Vote Results |
|---|---|
| Advisory Vote to Approve Executive Compensation | For: 142,675,128; Against: 7,735,191; Abstain: 545,028; Broker non-votes: 19,322,185 . |
| 2024 Say-on-Pay outcome | ~96% shareholder support . |
Related Party Transactions & Conflicts
- Policy: NGC (chaired by Hochschild) or its Chair must approve/ratify related party transactions; quarterly reviews; employment of relatives of executives/directors requires HRC approval .
- Disclosures: 2024 related-party transactions include relationships with Vanguard, BlackRock, Nippon Life, and certain executive relatives; no transactions disclosed involving Hochschild personally .
- Hedging/pledging prohibition for Board and Section 16 insiders reduces alignment risk .
Governance Assessment
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Strengths:
- Extensive financial services CEO experience; deep finance, risk, and technology background; serves as NGC Chair and HRC member, aligning with governance and human capital oversight needs .
- Strong independence status; robust director ownership guidelines with hold-until-retirement structure; RSUs outstanding demonstrate alignment; <1% ownership reduces control risk .
- Solid engagement: high meeting cadence (Board 11; HRC 9; NGC 4) with >75% attendance threshold met by all directors .
- Shareholder sentiment on pay programs has been favorable (2024 ~96% support; 2025 votes show broad approval), supporting compensation governance .
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Watch items / RED FLAGS:
- Prior resignation from Discover amid heightened compliance and FDIC consent order context implies potential reputational overhang; monitor for any conflicts or perceived leniency given his NGC chair role overseeing governance/compliance matters .
- NGC Chair approves related-party transactions per policy; governance safeguards are in place, but continued transparency is essential to mitigate perceived conflicts .
-
Overall implication: Hochschild’s governance roles at PFG (NGC Chair, HRC member) leverage his executive background to strengthen board processes; his compensation/ownership design aligns with shareholders via deferred, time-based RSUs and strict hedging/pledging prohibitions. Reputational risk from prior DFS compliance issues warrants ongoing monitoring but no PFG-specific conflicts are disclosed .