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
As CEO and director since 2005, Cracchiolo's tenure overlaps the full 3-year performance period, but AMP's 3-year return of +50% is strong positive and trails the peer group median by only 19.2 percentage points — well below the 65-point threshold required to trigger a vote against under the named-peer-group policy; no overboarding, independence, or attendance issues apply.
Sharpe has served since 2005, is independent, holds no other public company board seats, and the TSR underperformance versus peers of 19.2 percentage points over 3 years is well below the 65-point threshold needed to trigger a negative vote.
Blixt has served since 2014, is independent, serves on two public company boards (within the four-board limit), and the 3-year peer TSR gap of -19.2 points is far below the 65-point trigger threshold for a company with strong positive absolute returns.
DiGeso has served since 2014, is independent, holds no other public company board seats, and AMP's TSR underperformance versus its named peers does not meet the 65-point trigger threshold applicable to a company with a strong positive 3-year return.
Williams has served since 2016, is independent, holds two public company board seats (Clorox and Union Pacific, within limits), and the peer TSR gap of -19.2 points is well below the 65-point threshold required to trigger a vote against.
Bryan joined the board in March 2025, meaning she has served less than 24 months and is therefore fully exempt from the TSR underperformance trigger under our policy; she holds three other public company board seats, which is within the four-board limit.
Pelletier joined the board in November 2025, well within the 24-month new-director exemption from the TSR trigger; she holds two other public company board seats (Expeditors International and Frontdoor), which is within policy limits.
Shea has served since 2019, is independent, and his two public company board seats (RBB Fund complex and Barclays PLC) are within the four-board limit; the TSR peer gap of -19.2 points is far below the 65-point threshold needed to trigger a vote against.
All eight director nominees receive a FOR vote. AMP's 3-year stock return of +50% is solidly positive, and while the company trails its named compensation peer group median by 19.2 percentage points, that gap is well below the 65-point underperformance threshold that applies when a company has delivered strong positive absolute returns. No director is overboarded, no independence concerns are present, all nominees attended over 95% of meetings, and the two newest directors (Bryan and Pelletier) are fully exempt from the TSR trigger having joined within the past 24 months.
Say on Pay
✓ FORCEO
James M. Cracchiolo
Total Comp
$30,828,468
Prior Support
89%%
The prior year say-on-pay vote received strong support at approximately 89%, well above the 70% threshold that would require remedial action. The CEO's total reported compensation of approximately $30.8 million reflects a pay mix where roughly 95% is variable or performance-based — salary is fixed at $1.25 million (about 4% of total pay), far below the 40% fixed-pay threshold that would be a concern, and the majority of incentive pay is delivered in long-term equity including performance stock awards that vest only after meeting 3-year return-on-equity, earnings-per-share, and total shareholder return goals. Although AMP's 1-year stock performance lagged peers, the company's 3-year and 5-year returns are solidly positive (+50% and +96% respectively), annual cash incentive payout at 155% of target was driven by record financial results including 12% EPS growth and best-in-class return on equity of 53.3%, and a robust clawback policy covering both financial restatements and executive misconduct is in place — overall the pay structure is well-aligned with performance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
15 yrs
Audit Fees
$12,949,000
Non-Audit Fees
$4,880,000
PricewaterhouseCoopers has audited Ameriprise since 2011 (approximately 15 years), which is below the 25-year tenure threshold that would trigger a concern. Non-audit fees (combining audit-related fees of $4,392,000, tax fees of $79,000, and all other fees of $409,000, totaling $4,880,000) represent approximately 38% of core audit fees of $12,949,000, which is below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a $40 billion market-cap financial services company, and no material restatements are disclosed.
Overall Assessment
Ameriprise Financial's 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory vote on executive compensation — all of which receive a FOR vote determination. The company's governance structure is sound, its auditor relationship raises no independence concerns, and its executive pay program is heavily weighted toward long-term performance-based equity with strong shareholder support and robust clawback provisions; no stockholder proposals appear in this filing.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing