Ameriprise Financial Inc DEF 14A, filed Mar 21, 2025

About this DEF 14A

Ameriprise Financial Inc (AMP)

DEF 14A 2025-03-21 For: 2025-04-30

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Added on June 12, 2026

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Compensation program objectives

“Our Executive Compensation Structure and Pay Mix is Aligned with Stakeholders’ Interests” on page 47.

NEO Pay determinations based on performance criteria that use weighted, pre-set objectives

“We Have a Disciplined, Quantitative and Objective Approach to Determining Compensation Awards” on page 48.

Financial performance is the highest weighted input for assessments

“2024 Financial Performance and Business and Strategic Assessments” on pages 49 to 51.

Disclosure of actual performance of historical incentive awards

“2024 Financial Performance Assessment” on page 49 and “2022-2024 PSU Award Earnout (Granted Jan. 2022)” on page 60.

Ameriprise Financial Inc filed this DEF 14A on March 21, 2025.

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	JAMES M. CRACCHIOLO			MESSAGE FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER March 21, 2025 Dear Fellow Shareholders: Ameriprise Financial recognized a significant milestone in 2024 that few companies have reached — our 130th anniversary. We work diligently to uphold our reputation for serving clients exceptionally well, driving growth and continuous innovation with our values to guide us. In 2024, we built on our legacy of outperformance by delivering record financial and strong business results and generating significant shareholder value. Our high level of performance reflects the combination of our prudent management approach, sound governance and strong engagement from our Board of Directors. In this proxy statement, we provide information about our business strategy and performance, corporate governance practices, shareholder engagement and executive compensation.
	Please join us for our Annual Meeting of Shareholders April 30, 2025			I invite you to join us for our 2025 Annual Meeting of Shareholders, which will be held virtually on Wednesday, April 30, 2025, at 11:00 a.m. Central time. At that time, you will be able to participate and vote online. Please see information regarding how to join the virtual meeting on the following page. On behalf of my fellow directors, we look forward to updating you on our progress in our 130th year in business at our Annual Meeting. We appreciate your support of Ameriprise. Sincerely, James M. Cracchiolo Chairman and CEO

Proposal		Board Recommendation	Page Reference
Item 1	Election of eight director nominees named in the proxy statement	Vote FOR each director nominee	13
Item 2	Approval of the compensation of the named executive officers by a nonbinding advisory vote	Vote FOR	39
Item 3	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025	Vote FOR	41
	In addition, we will transact any other business that may properly come before the meeting.

				By Internet. Go to the website at www.proxyvote.com, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.
				By Telephone. Call 1-800-690-6903, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card.
				By Mail. If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the postage-paid envelope provided. If you received a Notice of Internet Availability of Proxy Materials, you may request a proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by internet or telephone.
				During the Meeting. Go to virtualshareholdermeeting.com/amp2025. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.

	PROXY SUMMARY					6
	CORPORATE GOVERNANCE					13
	Item 1 — Election of the Eight Director Nominees					13
	Nominees for Director					14
	Director Experience and Qualifications					18
	Board Leadership Structure					20
	Board’s Role in Risk Oversight					21
	Board’s Role in Strategic Planning					23
	Committees of the Board					23
	Year-Round Review of Board Composition and Succession					26
	Shareholder Engagement					27
	Communicating with Directors					28
	Board Practices					29
	Corporate Governance Documents and Policies					31
	COMPENSATION OF DIRECTORS					32
	Compensation Philosophy for Outside Directors					32
	2024 Annual Compensation for Outside Directors					33
	Compensation Paid to Outside Directors in 2024					35
	Deferred Share Units Issued to Outside Directors in 2024					35
	OWNERSHIP OF OUR COMMON SHARES					37
	Item 2 — To Approve the Compensation of the Named Executive Officers by a Nonbinding Advisory Vote					39
	REPORT OF THE AUDIT AND RISK COMMITTEE					40
	Item 3 — Ratification of the Appointment of our Independent Registered Public Accounting Firm					41

	REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE					43
	COMPENSATION DISCUSSION AND ANALYSIS					44
	Executive Summary					44
	Our Compensation Philosophy, Program and Approach					45
	Annual Incentive Award					48
	2024 Financial Performance Assessment					49
	Business and Strategic Performance Assessment					50
	2024 NEO Compensation and Performance Summary					53
	PSU Program					60
	Compensation Policies and Practices					61
	Supplemental Total Direct Compensation Table					64
	COMPENSATION TABLES					65
	Summary Compensation Table					65
	Grants of Plan-Based Awards in 2024					67
	Outstanding Equity Awards at Fiscal Year-End 2024					68
	Option Exercises and Stock Vested in 2024					70
	Non-Qualified Deferred Compensation for 2024					71
	Pension Benefits in 2024					72
	Potential Payments Upon Termination or Change of Control for Named Executive Officers					74
	CEO Pay Ratio					81
	Pay Versus Performance					82
	CERTAIN TRANSACTIONS					85
	Related Person Transaction Review Policy					85
	Transactions					85
	INFORMATION ABOUT THE ANNUAL MEETING AND VOTING					87
	APPENDIX: GAAP to Non-GAAP Reconciliations					A-1
	Source and Disclosure Information					A-4

Time Period	Ameriprise	S&P 500 Financials Index	S&P 500 Index
1 – Year	42%	31%	25%
3 – Year	85%	31%	29%
5 – Year	250%	73%	97%
Since Spin-off	2,089%	202%	597%

	Board Structure and Independence
	• Highly skilled Board that provides a range of diverse perspectives and insights • 7 of 8 director nominees are independent • Directors cannot be nominated for election after reaching the age of 75			• Independent Presiding Director, elected annually by the independent directors • Regular Board executive sessions of independent directors without management present • Executive sessions at committee meetings led by independent committee chairs without management present			• Strategic succession planning resulting in regular Board and committee refreshment with a range of tenures • Overboarding restrictions limit the number of public company boards that a director who is a public company executive may serve on to two and other directors to four

	Shareholder Rights
	• All directors are elected annually • Majority voting with director resignation policy in uncontested elections			• Proxy access right • No “poison pill” in effect			• No supermajority voting rights • Annual say on pay vote

	Strong Governance Practices and Board Oversight
	• Annual long-range planning meeting with management focused on Company strategy • Annual Board and committee evaluation process • Director education on matters relevant to the Company, its business plan and risk profile • Robust risk management overseen by the Audit and Risk Committee • Focus on workplace culture, including “tone at the top,” values and talent			• Director access to experts and advisors, both internal and external • Board oversight of sustainability strategy and CSR reporting • Statement of Principles Governing Corporate Political Spending and annual report of corporate political spending available at ir.ameriprise.com • Clawback policies include recovery triggers for material misconduct in addition to financial restatements			• Strong succession planning for our Board, CEO and senior executives • Robust stock ownership guidelines for our directors (5x annual retainer) and executive management (10x base salary for CEO and 4x for other NEOs) • Directors, officers and management employees are prohibited from hedging against a decline in the value of our stock • Directors and executive officers are prohibited from pledging our stock

	Shareholder Engagement
	• Maintain year-round dialogue with shareholders, which informs relevant Board actions • In 2024, met with shareholders representing approximately one-third of our shares to discuss governance, compensation and other matters			• Investor input taken into account in compensation design, sustainability disclosures, and political contribution reporting			• For additional information on our shareholder engagement program and certain actions the Company has taken based on shareholder feedback, see page 27

	Performance-Based Pay Structure Aligned to the Best Interests of Shareholders and Clients

	Our 2024 Annual Compensation Reflects
	• Disciplined, quantitative and objective approach and framework • Majority of incentive pay is delivered in long-term incentives • Tenure, experience and consistency of Executive Leadership Team • Exemplary and essential leadership of Chairman and CEO • Consistently delivered strong results for our shareholders and clients			• Performance over the last five years has been exceptional when compared to peers • Inclusive culture of caring where our employees can thrive and deliver outstanding results for clients and shareholders • Ameriprise delivered record financial and strong metric results and superior total shareholder return

	Performance-Based Pay Structure Aligned to the Best Interests of Shareholders and Clients
	• Ongoing shareholder engagement is a priority for our Board. • In 2024, we reached out to our largest shareholders representing approximately one-half of our shares and met with shareholders representing approximately one-third of our shares to discuss governance, compensation and other matters.			• Shareholders expressed support of our Company’s overall approach for our executive compensation program. • Our 2024 say on pay vote received positive support from shareholders representing approximately 89% of the shares voted. See the Compensation and Discussion Analysis starting on page 44.

	Director since: 2005 Age: 66 Committees: • Executive (Chair) Other Current Public Directorships: • None			James M. Cracchiolo Chairman and Chief Executive Officer Career Highlights • Chairman and Chief Executive Officer of Ameriprise Financial since 2005, when the company, American Express Financial Advisors, completed its spin-off from the American Express Company • Group president, American Express Global Financial Services (2000-2005) and held the following additional roles: CEO, president and chairman of American Express Financial Corporation; and chairman of American Express Bank Ltd. • President and CEO of Travel Related Services International (1998-2000) • President of Global Network Services (1997-1998) • Senior vice president of Travel Related Services Quality, Global Reengineering (1993-1997) • Executive vice president and chief financial officer of Shearson Lehman Brothers (then a unit of American Express) (1990-1993)
				Relevant Skills and Qualifications • Global businesses with large scale operations • Financial services industry experience • Public company executive leadership • Long-term strategic planning • Executional and risk management expertise • Large scale acquisitions			Other Experience • Member, Business Roundtable • Former advisory board member, March of Dimes • Former director, American Council of Life Insurers • Former director, Financial Services Roundtable			Education • Master of Business Administration, New York University • Bachelor of Arts, Accounting and Economics, New York University • Financial Industry Regulatory Authority certifications (inactive) • Certified Public Accountant designation in New York State (inactive)

	Director since: 2005 Age: 73 Committees: • Compensation and Benefits • Executive • Nominating and Governance Other Current Public Directorships: • None			Robert F. Sharpe, Jr. Independent Presiding Director Career Highlights • Served as a senior advisor (2009-2010) and served in a variety of senior positions, including president of commercial foods (2005-2008) and chief administrative officer (2008-2009) of ConAgra Foods, Inc. • Partner at the Brunswick Group LLC, an international financial public relations firm (2002-2005) • Senior vice president — public affairs, secretary and general counsel for PepsiCo, Inc. (1998-2002) • Previously senior vice president and general counsel for RJR Nabisco, Inc.
				Relevant Skills and Qualifications • Former general counsel of Fortune 500 company • Financial, legal, regulatory and operational issues facing public companies • Executive compensation programs • Communications with our institutional shareholders • Risk management, financial reporting and disclosure • Corporate governance			Other Experience • Director, New Frontier Foods, Inc., a private corporation • Former director, Swedish Match AB (2011 – 2015)			Education • Juris Doctor, Wake Forest University • Bachelor of Science, Purdue University • Bachelor of Arts, DePauw University

	Director since: 2014 Age: 65 Committees: • Audit and Risk • Compensation and Benefits (Chair) • Executive Other Current Public Directorships: • Scandinavian Tobacco Group (2016-present) • Triad Business Bank (2020-present)			Dianne Neal Blixt Career Highlights • Executive vice president and chief financial officer of Reynolds American Inc. (2004-2007) • Executive vice president and chief financial officer of R.J. Reynolds Tobacco Holdings, Inc. (2003-2004) • Served in various roles of increasing responsibility with Reynolds American Inc. and its subsidiaries beginning in 1988
				Relevant Skills and Qualifications • Public company financial operations and controls • Merger and acquisition activity • Expense management • Regulatory relations • Communications to investors			Other Experience • Board member for Winston-Salem Police Foundation • Trustee, Reynolda House Museum of American Art • Former director, Lorillard, Inc. (2011-2015) • Former director and former Chair, National Sports Media Association • Former director, LandAmerica Financial Group, Inc.			• Former director, Metavante Technologies, Inc. • Former director, Southern Community Bank and Trust Education • Master of Business Administration and Bachelor of Science, University of North Carolina at Greensboro

	Director since: 2014 Age: 72 Committees: • Executive • Nominating and Governance (Chair) • Compensation and Benefits Other Current Public Directorships: • None			Amy DiGeso Career Highlights • Served as executive vice president, senior advisor (2013-2014), executive vice president, global human resources (2005-2013) and executive director of human resources at The Estée Lauder Companies, Inc. • Previously Managing Partner, Human Capital, responsible for global human resources at PricewaterhouseCoopers • Former president, Popular Club, Inc. a direct marketing and sales subsidiary of Macy’s Inc. • Former chief executive officer, Mary Kay Inc.
				Relevant Skills and Qualifications • Extensive experience leading large scale direct selling businesses • Strategic and operational planning in the consumer products and financial services industries • Developed, implemented and led: • complex human capital strategies for multinational companies • succession planning, talent recruitment and development • executive compensation programs • executive leadership experience			Other Experience • Previously held positions at Bankers Trust Company, the American Express Company and Olivetti Corporation of America			Education • Master of Business Administration, Global Management, Fordham University • Bachelor of Science, Pennsylvania State University • Pennsylvania State University Alumni Fellow, highest recognition by the university

	Director since: 2016 Age: 67 Committees: • Audit and Risk (Chair) • Executive • Nominating and Governance Other Current Public Directorships: • The Clorox Company (2015-present) • Union Pacific Corporation (2019-present)			Christopher J. Williams Career Highlights • Chairman of Siebert Williams Shank & Co., LLC, an investment banking and financial services company (2019-present) • Previously served as chairman and chief executive officer of The Williams Capital Group, L.P. and Williams Capital Management, LLC, an investment banking and financial services firm, from the company’s formation in 1994 until it merged with Siebert Cisneros Shank to form Siebert Williams Shank & Co. in November 2019 • Previously managed the derivatives and structured finance division of Jefferies & Company • Held several roles at Lehman Brothers, including managing groups in the corporate debt capital markets and derivatives structuring and trading
				Relevant Skills and Qualifications • Extensive experience in investment banking and finance • Perspective as board chair and chief executive officer • Public and private company governance • Business planning, finance, and long-term strategy			Other Experience • Director, Cox Enterprises, a private company • Former director, Caesar’s Entertainment Corporation (2008-2019) • Former director, Wal-Mart Stores, Inc. (2004-2014) • Former chair, Tuck School of Business, Dartmouth College • Board member, Lincoln Center for the Performing Arts			Education • Master of Business Administration, Tuck School of Business, Dartmouth College • Bachelor of Architecture, Howard University

	Director since: 2025 Age: 66 Committees: • Audit and Risk Other Current Public Directorships: • Pinnacle West Capital Corporation (2020-present) • Wesco International, Inc. (2023-present)			Glynis A. Bryan Career Highlights • Former chief financial officer of Insight Enterprises, Inc. (2007-2024) • Executive vice president and chief financial officer of Swift Transportation, Co. (2005-2007) • Chief financial officer at APL Logistics (2001-2005) • Former senior vice president and chief financial officer of Ryder Transportation Services, the largest business unit of Ryder System Inc.
				Relevant Skills and Qualifications • Chief financial officer for large multinational companies • Public company financial operations and controls • Public company board experience • Business and strategic planning • Risk management and digital transformation expertise • Mergers and acquisitions			Other Experience • Board Member, Pentair plc (2013-2023) • Board Member, Boys and Girls Clubs of the Valley (2007-2024), served on audit and executive committees and as board chair (2020-2022)			Education • Master of Business Administration, Florida International University • Bachelor of Arts, Psychology, York University

	Director since: 2019 Age: 64 Committees: • Audit and Risk • Nominating and Governance Other Current Public Company or Investment Company Directorships: • The RBB Fund, Inc. (a fund complex of 66 open-end investment co. portfolios) and The RBB Fund Trust (a fund complex of 10 open-end investment co. portfolios) (2018-present) • Barclays PLC (2024-present)			Brian T. Shea Career Highlights • Served as vice chairman and chief executive officer of investment services for BNY Mellon (2013-2017) • Held executive roles at Pershing, LLC, a BNY Mellon company, including chairman, CEO, and president and COO (1983-2014)
				Relevant Skills and Qualifications • More than 30 years financial services industry experience • Mergers and acquisitions • Executive leadership of technology and cybersecurity • Global operations • Banking, brokerage and investment industries • Control functions and corporate governance			Other Experience • Board member, Catholic Charities of New York and Tomorrow’s Hope Foundation • Former director Fidelity National Information Services, Inc. (2018-2024) • Former director, WisdomTree Investments, Inc. (2018-2019) • Former board member, Depository Trust and Clearing Corporation, and the Insured Retirement Institute • Former board member Financial Industry Regulatory Authority (FINRA) and chair of FINRA National Adjudicatory Council			• Former chair of Membership Committee for Securities Industry and Financial Markets Authority and FINRA Membership Committee • Trustee emeritus, St. John’s University in New York Education • Master of Business Administration, Finance, Pace University • Bachelor of Science, Business Management, St. John’s University

	Director since: 2018 Age: 69 Committees: • Audit and Risk • Compensation and Benefits Other Current Public Directorships: • Claros Mortgage Trust (2021-present) • CNS REIT (2022-present)			W. Edward Walter III Career Highlights • Serves as a senior advisor to Energy Impact Partners, a firm that invests in the energy transition (2023-present) • Previously served as global chief executive officer and member of global board of directors of Urban Land Institute (2018-2022) • Served as the Robert and Lauren Steers Chair in Real Estate at the Steers Center for Global Real Estate at Georgetown University’s McDonough School of Business (2014-2018) • Served as president and chief executive officer (2007-2016), executive vice president and chief financial officer (2003-2007), held various senior management positions, including chief operating officer (1996-2003) and served as a member of the board of directors (2007-2016) of Host Hotels & Resorts, Inc. • Former partner with Trammell Crow Residential Company and former president of Bailey Capital Corporation
				Relevant Skills and Qualifications • Public company executive leadership as chief executive officer, chief financial officer and chief operating officer • Real estate and investment expertise • Leadership in the academic world • Board leadership experience			Other Experience • Member, Executive Committee, Steers Center for Global Real Estate • Director, Measurabl • Director, Placemakr • Former director, DC Policy Center • Former director Avalon Bay Communities, Inc. (2008-2024) • Former Member, Board of Visitors, Georgetown University Law Center • Former chair, Federal City Council			• Former chair, National Kidney Foundation • Former chair, National Association of Real Estate Investment Trusts Education • Juris Doctor, Georgetown University Law Center • Bachelor of Arts, Political Science, Colgate University

	Key Powers and Duties of Presiding Director Role
	• Presides over executive sessions of non-management and independent directors • Serves as principal liaison between the Board and the chairman and chief executive officer on sensitive issues • Provides feedback and counsel concerning the chairman’s interactions with the board • Interviews each independent director separately as part of the annual Board performance evaluation process • Presides at meetings of the Board of Directors in the event of the chairman’s unavailability • Serves as primary board contact for shareholder engagement

	Board and Management Oversight of Corporate Social Responsibility Strategy and Reporting
	Nominating and Governance Committee			• Shareholder engagement and communication • Review of corporate social responsibility-related reporting • Political contributions and trade associations
	Executive Leadership Team Corporate Social Responsibility Steering Committee			• Chaired by CEO • Sets overall strategic direction and reporting for Ameriprise; provides constructive challenge • Ensures compliance with regulatory requirements • Membership spans Finance, General Counsel’s Organization, Human Resources, Technology, Business Heads and Corporate Communications
	Corporate Social Responsibility Governance and Strategy Group			• Provides overall governance of priority sustainability reporting • Develops corporate social responsibility strategy • Chair leads development of Ameriprise Responsible Business information on ameriprise.com and related communications

	Interviews				Board Discussion				Feedback Incorporated
	The Chairman and Presiding Director interview each board member individually to solicit perspectives and feedback.				Results of the Board and committee assessments are discussed at Board and committee meetings.				Input and feedback from the evaluation process are incorporated into Board practices.

	Annual Cash Retainer			$110,000
	Annual Equity Retainer			$190,000 in the form of DSUs
	Board Meeting Fees			No board meeting fees
	Committee Meeting Fees			No committee meeting fees
	Committee Member Annual Retainer			Committee members receive an annual retainer as follows: • Audit and Risk Committee — $15,000 • Compensation and Benefits Committee — $10,000 • Nominating and Governance Committee — $10,000 There is no committee member retainer for the members of the Executive Committee.
	Committee Chair Annual Retainer			Committee chairpersons receive an annual retainer in addition to the committee member retainer, as follows: • Audit and Risk Committee chair — $30,000 ($45,000 total committee retainer) • Compensation and Benefits Committee chair — $20,000 ($30,000 total committee retainer) • Nominating and Governance Committee chair — $20,000 ($30,000 total committee retainer)
	Presiding Director Annual Retainer			$50,000
	Charitable Matching Gift Program			Up to $2,000 annually

Feature	Annual Grant	Elective Retainer Deferral
Amount	• $190,000 • Outside directors whose first term is less than one year will receive a pro-rata grant based on their length of service between their appointment to the Board and the next Annual Meeting of Shareholders	• Before the beginning of each calendar year, a director may elect to defer up to 100% of the annual cash retainer and any committee chair or member retainer, in 25% increments
Investment Options	• Only investment option is Ameriprise DSUs, credited to a separate annual equity grant DSU account	• Directors may choose to invest deferred amounts in one or both of these options: Ameriprise DSUs or a cash account that receives a market rate of interest, credited on the last day of each month
Number of Deferred Share Units Credited	• The number of DSUs is determined by dividing the dollar amount awarded by the closing price of a share of our common stock on the date of our annual shareholders meeting, or for a director who joins the Board after the date of the most recent Annual Meeting, the closing price of a share of our common stock on the third trading day following the release of our financial statements during the quarter the director joins	• The number of DSUs credited is determined by dividing the quarterly deferral amount by the closing price of a share of our common stock on the third trading day following the public release of our financial statements for the quarter
Dividend Equivalent Reinvestment	• Account is credited with additional DSUs on each dividend payment date for our common stock. The number of additional units is calculated by first multiplying the number of units held on the dividend record date by the dividend payable on a share of our common stock; that number is then divided by the closing price of a share of our common stock on the dividend payment date	• Deemed dividends on DSUs are reinvested in the same manner used for the annual equity grant account
Distribution	• Single payment in shares of our common stock following a director’s end of service	• A director makes a distribution election at the same time he or she make a deferral election, and that election applies to that year’s deferrals. A director makes a new distribution election each year. A director has three distribution choices: – Lump sum on March 31 of a specified year – Lump sum following the director’s end of service – Two to five or ten annual installments following the director’s end of service
Change in Control	• Upon a change in control, the entire account will be immediately distributed in shares of our common stock	• Upon a change in control, all amounts held in either account will be immediately distributed in cash, or in shares of our common stock to the extent invested in Ameriprise DSUs

Name	Annual Retainer Earned or Paid in Cash ($)		Committee Chair/ Presiding Director Retainer Earned or Paid in Cash ($)		Committee Member Retainer Earned or Paid in Cash ($)		Stock Awards(1) ($)		All Other Compensation(3) ($)		Total ($)
Dianne Neal Blixt		110,000		20,000		25,000		190,000		—		345,000
Amy DiGeso		110,000		20,000		20,000		190,000		2,000		342,000
Armando Pimentel, Jr.		110,000		—		25,000		190,000		—		325,000
Robert F. Sharpe, Jr.		110,000		50,000		20,000		190,000		—		370,000
Brian T. Shea		110,000		—		25,000		190,000		2,000		327,000
W. Edward Walter III		110,000		—		25,000		190,000		—		325,000
Christopher J. Williams(2)		110,000		30,000		25,000		190,000		—		355,000

	DSU Balances as of December 31, 2023						DSUs Credited During 2024								DSU Balances as of December 31, 2024
	Annual Equity Grant		Retainer Deferral		Total DSUs†		Annual Equity Grant		Reinvested Deemed Dividends		Retainer Deferral and Reinvested Deemed Dividends		Total DSUs		Annual Equity Grant		Retainer Deferral		Total DSUs†
Dianne Neal Blixt		11,424		—		11,424		460		151		—		611		12,036		—		12,036
Amy DiGeso		11,424		—		11,424		460		151		—		611		12,036		—		12,036
Armando Pimentel, Jr.		1,037		—		1,037		460		18		—		478		1,515		—		1,515
Robert F. Sharpe, Jr.		37,632		4,571		42,202		460		487		59		1,006		38,579		4,629		43,208
Brian T. Shea		4,370		—		4,370		460		60		—		521		4,891		—		4,891
W. Edward Walter III		5,715		—		5,715		460		78		—		538		6,253		—		6,253
Christopher J. Williams		8,107		3,236		11,342		460		108		330		898		8,675		3,565		12,241
All totals rounded to the nearest share.

Name	Number of Shares Owned(1)(2)		Right to Acquire(6)		Percent of Class		Deferred Share Units and Restricted Share Units		Total Shares Beneficially Owned Plus DSUs and RSUs
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		13,005,378(3)		—		13.6%		—		—
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		9,121,526(4)		—		9.5%		—		—
Dianne Neal Blixt		1,000(5)		—		*		12,069		13,069
Glynis A. Bryan		200(5)		—		*		—		200
Amy DiGeso		156		—		*		12,069		12,225
Armando Pimentel, Jr.		2,650		—		*		1,519		4,169
Robert F. Sharpe, Jr.		14,575(5)		—		*		43,327		57,902
Brian T. Shea		3,179(5)		—		*		4,905		7,994
W. Edward Walter III		1,000(5)		—		*		6,270		7,270
Christopher J. Williams		200		—		*		12,313		12,513
James M. Cracchiolo		111,929		171,620		*		192,397		475,946
Walter S. Berman		797		56,934		*		58,161		115,892
William Davies		12,079		1,973		*		1,147		15,199
Joseph E. Sweeney		4,204		40,926		*		4,442		49,572
William F. Truscott		11,065(5)		65,988		*		6,517		83,570
All current directors and executive officers (17 individuals)		179,683		367,800		*		364,325		911,718

Name	Number of Shares in Plan Accounts
James M. Cracchiolo		1,710
Walter S. Berman		361
William Davies		—
Joseph E. Sweeney		294
William F. Truscott		305
All executive officers, including those named above		3,868

		The Board of Directors recommends a vote “FOR” the following nonbinding advisory resolution. Proxies will be voted “FOR” the resolution unless otherwise specified:
					RESOLVED, that the Company’s shareholders hereby approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure.

		The Board of Directors recommends a vote “FOR” the following resolution. Proxies will be voted “FOR” the following resolution unless otherwise specified:
					RESOLVED, that the Audit and Risk Committee of the Board of Directors’ appointment of PricewaterhouseCoopers LLP, independent registered public accounting firm, to audit the accounts of the Company and its subsidiaries for 2025 is ratified.

Description of Fees	Fiscal Year 2024 Amount			Fiscal Year 2023 Amount
Audit Fees		$	13,959,000		$	14,710,000
Audit-Related Fees			4,001,000			4,095,000
Tax Fees			79,000			118,000
All Other Fees			314,000			70,000
Total		$	18,353,000		$	18,993,000


	James M. Cracchiolo Chairman and Chief Executive Officer			Joseph E. Sweeney President, Advice & Wealth Management Products and Service Delivery
	Walter S. Berman Executive Vice President, Chief Financial Officer			William Davies Executive Vice President and Global Chief Investment Officer
	William F. Truscott Chief Executive Officer, Global Asset Management

Peer Group
Asset Management	Advice & Wealth Management	Retirement & Protection Solutions
BlackRock The Carlyle Group Jefferies Financial Group Invesco T. Rowe Price	Bank of New York Mellon Charles Schwab Morgan Stanley Raymond James State Street U.S. Bancorp	Aflac Principal Financial Prudential Financial

	Drive continued profitable growth in Advice & Wealth Management
	• Continued to successfully deliver our exceptional and differentiated client experience centered on goal-based advice; consistently earning 4.9/5 in overall client satisfaction • Delivered strong growth in client assets to a record $1,029 billion, up 14% • Generated strong and profitable growth with total client flows of $35 billion; grew wrap business to $574 billion, and generated a 37% increase in investment advisory wrap net flows • Continued to evolve our Wealth Management product solution set to meet client needs, including within our fee-based investment advisory platform, the expansion of our active exchange-traded fund (“ETF”) program and brokered certificates. Generated strong transactional activity, up 18% with growth across all product areas • Grew Ameriprise Bank and expanded our cash and banking products; FSB total assets grew to more than $23.6 billion at year end • Generated record advisor productivity of $1.0 million in adjusted operating net revenue per advisor, up 13% • Continued to invest in and develop leading technology capabilities within our integrated advisor technology suite to help advisors grow their practices and support the Ameriprise client experience • Grew advisor base through continued high advisor satisfaction, continued experienced advisor recruiting, novice hiring and expansion of our financial institutions channel. Earned J.D. Power certification for providing an “outstanding customer service experience” for clients (first time recognized in this category) and for advisors (sixth consecutive year)