AMERIPRISE FINANCIAL INC

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Pay Versus Performance

The following table sets forth compensation information of our Principal Executive Officer (“PEO”) and our non-PEO NEOs along with total shareholder return, net income, and Adjusted Operating Earnings Per Share excluding Unlocking (diluted) performance results for our fiscal years ending in 2020, 2021, 2022, 2023 and 2024 in accordance with Item 402(v) of Regulation S-K. The amounts reported in this table are not additional amounts received by our PEO and non-PEO NEOs to the amounts reported in the Summary Compensation Table. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement, beginning on page 44.

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(2)

Fair value or change in fair value, as applicable, of equity awards in the above table, was determined by reference to (1) for RSU awards (or DSU awards for Mr. Davies), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price plus the dollar value of any dividends paid on the RSU in the covered fiscal year prior to the vesting date that is not reflected in the fair value of the award (dividends on DSUs are accrued within the Threadneedle Deferral Plan and are paid out as additional shares of common stock in Ameriprise Financial, Inc. on vesting), (2) for stock options (or DSOs Mr. Davies), a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value; the inputs of the model include (a) dividend yield which represents the Company’s expected dividend yield based on its historical dividend payouts and management’s expectations, (b) expected volatility which is based on the Company’s historical and implied volatilities, (c) risk-free interest rate based on the U.S. Treasury yield curve for a period commensurate with the expected life, and (d) expected life of the option based on the Company’s past experience and other considerations, and (3) for PSU awards, target awards multiplied by the leverage ratio at applicable year-end date(s) or actual vesting date, at closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price.

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(3)

For the portion of Compensation Actually Paid that is based on year-end stock prices, the following prices were used: 2024 — $532.43, 2023 — $379.83, 2022 — $311.37, 2021 — $301.66, 2020 — $194.33.

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82 | Ameriprise Financial 2025 Proxy Statement

(4)

2024 Compensation Actually Paid (CAP) to PEO (Mr. Cracchiolo) and the average CAP to non-PEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

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(5)

2020 represents the total shareholder return for the period 12/31/19 to 12/31/20. 2021 represents total shareholder return for the period 12/31/19 to 12/31/21. 2022 represents total shareholder return for the period 12/31/19 to 12/31/22. 2023 represents total shareholder return for the period 12/31/19 to 12/31/23. 2024 represents total shareholder return for the period 12/31/19 to 12/31/24, in each case, reflecting what the cumulative value of $100 would be if such amount were invested on 12/31/19.

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(6)

S&P 500 Financials Index, which is the same index used in our Form 10-K as required under Item 201(e)(1)(ii) of Regulation S-K.

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(7)

2020 amounts for GAAP Net income and Adjusted Operating earnings per share (diluted) have not been restated for LDTI; all other periods reflect the adoption of LDTI.

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(8)

The Company-Selected Measure (“CSM”), a non-GAAP measure, is defined as Adjusted Operating Earnings Per Share excluding Unlocking (diluted). See GAAP reconciliation table in Appendix A.

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Relationship Between Pay and Performance

We believe the “Compensation Actually Paid” in each of the years reported above and TSR over the four-year cumulative period are reflective of the Compensation and Benefit Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual cash incentive program and our LTIA program, which includes PSUs based on firm achievement of specific return on equity and earnings per share targets with total shareholder return modifier.

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Total Shareholder Return: Company versus Peer Group

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The Company outperformed its S&P 500 Financials Index peer group over the 5-year period reflected in the above table. The value of a fixed $100 investment in Ameriprise on December 31, 2019, would have been $350, $246, $199, $189, and $120 at the end of 2024, 2023, 2022, 2021, and 2020, respectively, while it would have been $173, $133, $118, $132, and $98 for an investment in the S&P 500 Financials Index in those respective periods. Please refer to footnote 5 for additional details.

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CAP versus Total Shareholder Return

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CEO CAP amounts were $43,974,265, $63,512,752, $34,989,082, $48,624,071, and $55,940,095 in each of 2020, 2021, 2022, 2023, and 2024, respectively, while our total shareholder return, based on a $100 investment in Ameriprise on December 31, 2019, was $120 as of the end of 2020, $189 as of the end of 2021, $199 as of the end of 2022, $246 as of the end of 2023. And $350 as of the end of 2024. Similarly, our other NEO CAP amounts as averaged were $13,278,643, $20,347,877, $8,829,365, $11,135,219, and $12,146,344 in 2020, 2021, 2022, 2023, and 2024, respectively. As a result, our CAP values and total shareholder return are directionally aligned over the timeframe that the table covers because our total shareholder return increased and decreased year-to-year in accordance with increases and decreases in CAP.

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CAP versus Company-Select Measure (Adjusted Operating Earnings Per Share excluding Unlocking (diluted))

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As discussed in the Compensation Discussion and Analysis, Adjusted Operating Earnings Per Share is an assessment measure used in both annual performance assessments and longer-term PSU performance awards. The Company believes this is a solid measure of overall financial performance and shareholder value. Reconciliations of non-GAAP measures to the most directly comparable GAAP measure are on page A-1.

CEO CAP amounts were $43,974,265, $63,512,752, $34,989,082, $48,624,071, and $55,940,095 in each of 2020, 2021, 2022, 2023, and 2024 respectively, while our Adjusted Operating Earnings Per Share for each year was $16.86 as of the end of 2020, $22.53 as of the end of 2021, $24.43 as of the end of 2022, $29.58 as of the end of 2023, and $35.07 as of the end of 2024. Similarly, our other NEO CAP amounts were $13,278,643, $20,347,877, $8,829,365, $11,135,219, and $12,146,344 in 2020, 2021, 2022, 2023, and 2024, respectively. As a result, our CAP values and increases in Adjusted Operating Earnings Per Share are directionally aligned over the timeframe that the table covers.

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CAP versus Net Income

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CEO CAP amounts were $43,974,265, $63,512,752, $34,989,082, $48,624,071, and $55,940,095 in each of 2020, 2021, 2022, 2023, and 2024, respectively, while our GAAP Net Income for each year was $1,534M, $3,417M, $3,149M, $2,556M, and $3,401M as of the end of 2020, 2021, 2022, 2023, and 2024, respectively. Similarly, our other NEO CAP amounts were $13,278,643, $20,347,877, $8,829,365, and $11,135,219, and $12,146,344 in 2020, 2021, 2022, 2023, and 2024, respectively. GAAP Net Income is less reflective of ongoing operations and includes a number of factors that are excluded in Ameriprise’s Adjusted Operating Net Income metric. Reconciliations of non-GAAP measures to the most directly comparable GAAP measure are on page A-1.

Required Tabular Disclosure of Most Important Measures to Determine FY2024 CAP

The following performance measures reflect the Company’s most important performance measures in effect for 2024. See the Compensation Discussion and Analysis section of this proxy beginning on page 44 for further information.

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Exclude Unlocking

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84 | Ameriprise Financial 2025 Proxy Statement