Revised Compensatory Arrangement for Non-Employee Directors of Principal Financial Group, Inc.
Principal Financial Group, Inc. has updated its compensation plan for non-employee directors. Effective November 28, 2017, non-employee directors receive an annual cash retainer of $100,000, with additional retainers for lead director and committee chairs. Directors do not receive attendance fees for meetings. Starting May 2018, each non-employee director is also granted $165,000 in restricted stock units after each annual meeting, which vest at the next annual meeting and are deferred until the director leaves the board. The nominating and governance committee determines compensation for partial-year service.
Exhibit 10.6.5
Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of the Principal Financial Group, Inc. Board of Directors
Annual Cash Retainers
On November 28, 2017, the board of directors of Principal Financial Group, Inc. (the “Company”) agreed to revise various cash components of non-employee director compensation.
Effective as of that date, directors who are not employees of the Company or its subsidiaries will receive an annual retainer of $100,000, payable semiannually. The annual retainer for serving as the lead director of the board remains at $25,000. The annual retainers for serving as the chair of the audit, human resources, finance or nominating and governance committees of the board were set at $20,000. An annual retainer of $10,000 was established for service as chair of any other standing or ad hoc committee of the board.
The nominating and governance committee will determine the portion of the annual retainer payable to a director who starts or ceases to serve as such during a board year or prior to the expiration of a term. Non-employee directors receive no attendance fees for normally scheduled or special board or committee meetings.
Restricted Stock Unit Grants
On November 28, 2017, the nominating and governance committee of the board of directors of the Company agreed to revise non-employee director equity compensation.
Beginning in May 2018, at the close of each annual meeting, each non-employee director will receive $165,000 worth of restricted stock units, unless a greater or lesser amount is determined to be appropriate by the nominating and governance committee. These restricted stock units will vest upon the director’s continued service at the next annual meeting. The receipt of the restricted stock units will be deferred at least until the director’s retirement or termination from the board. Any director first elected subsequent to an annual meeting will be granted the number of restricted stock units as determined by the nominating and governance committee.
