AMERIPRISE FINANCE INC (AMP)
Sector: Financials
2026 Annual Meeting Analysis
AMERIPRISE FINANCE INC · Meeting: April 29, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Director Nominees
Cracchiolo has served as director and CEO since 2005; AMP's 3-year price return of 58.9% trails the XLF (Financial Services ETF) by only 1.5 percentage points, well below the 65-point threshold required to trigger an against vote for a company with strong positive absolute returns, and no overboarding, attendance, or independence concerns apply.
Sharpe has served since 2005 as independent Presiding Director with deep governance and legal experience; TSR underperformance vs. XLF is only 1.5 percentage points, far below the 65-point trigger threshold, and no overboarding or attendance issues are present.
Blixt has served since 2014 with strong financial expertise (former CFO of Reynolds American) and serves as audit committee financial expert; TSR gap versus XLF is only 1.5 points, well below the trigger threshold, and she holds two public board seats (within the four-seat limit).
DiGeso has served since 2014 with extensive human capital and global business experience; TSR underperformance versus XLF is only 1.5 percentage points, far below the 65-point trigger threshold, and no other policy concerns apply.
Williams has served since 2016 as Audit Committee Chair with extensive investment banking and finance experience; he holds three public board seats (within the four-seat limit), TSR gap versus XLF is only 1.5 points, and no other policy concerns apply.
Bryan joined the board in March 2025 and has been a director for less than 24 months, making her exempt from the TSR trigger under policy; she brings strong CFO credentials and serves as an audit committee financial expert, with three public board seats within the allowed limit.
Pelletier joined the board in November 2025 and has been a director for less than 24 months, making her exempt from the TSR trigger under policy; she brings executive leadership and governance experience in regulated industries, holds two public board seats, and serves as an audit committee financial expert.
Shea has served since 2019 with extensive financial services industry experience; TSR underperformance versus XLF is only 1.5 percentage points, far below the 65-point trigger threshold, he holds two public board seats within the allowed limit, and no other policy concerns apply.
All eight director nominees pass policy screens. AMP's 3-year price return of 58.9% is strong positive and trails the XLF benchmark by only 1.5 percentage points — far below the 65-point underperformance threshold required to trigger an against vote under strong positive TSR conditions. Two nominees (Bryan and Pelletier) joined within the past 24 months and are exempt from the TSR trigger. No director is overboarded, no attendance issues are disclosed, and all committee assignments respect independence requirements.
Say on Pay
✓ FORCEO
James M. Cracchiolo
Total Comp
$30,828,468
Prior Support
89%%
Ameriprise's compensation structure is strongly performance-based, with approximately 95% of CEO pay variable or at-risk and the majority delivered through long-term equity including performance stock awards that vest only upon achieving three-year return on equity, earnings per share growth, and total shareholder return goals — all clear, measurable long-term metrics that align executive outcomes with shareholder experience. CEO total compensation of approximately $31 million reflects record 2025 financial results (adjusted EPS up 12%, ROE of 53.3%, $3.4 billion returned to shareholders) and is consistent with a large-cap diversified financial services company of Ameriprise's scale and complexity, with the pay increase allocated entirely to long-term performance equity rather than base salary or cash. Prior year say-on-pay support was 89%, well above the 70% threshold, and the company maintains robust clawback policies covering both financial restatements and material misconduct.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
15 yrs
Audit Fees
$12,949,000
Non-Audit Fees
$4,880,000
PwC has audited Ameriprise since 2011 (approximately 15 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $4,392,000 plus tax fees of $79,000 plus other fees of $409,000 = $4,880,000) represent approximately 38% of core audit fees of $12,949,000, comfortably below the 50% threshold; PwC is a Big 4 firm appropriate for a company of Ameriprise's size and complexity; and no material financial restatements attributable to audit failure are disclosed.
Overall Assessment
The 2026 Ameriprise Financial annual meeting ballot contains three standard proposals: election of eight directors, ratification of PricewaterhouseCoopers, and an advisory vote on executive compensation. All three proposals receive a FOR determination — the director slate has no overboarding, attendance, or TSR underperformance issues; PwC's non-audit fee ratio and tenure are within acceptable limits; and the executive compensation program is robustly performance-linked with strong prior shareholder support.