AMERIPRISE FINANCIAL INC

For the period ended Apr 30, 2025. Filed Mar 21, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2025 · Filed Mar 21, 2025

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AMP$501.49-1.5%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

Delivered Record Financial Performance and Strong Business Results

In 2024, Ameriprise further strengthened our track record of driving growth and generating shareholder value across market cycles. We delivered record financial and strong business results by remaining focused on helping our clients achieve their goals and executing our plans with excellence, positioning the company to excel in a dynamic market environment.


	Drove profitable growth with the strength and leverage within our diversified business				Generated significant free cash flow to reinvest in the business and deliver a differentiated capital return to shareholders				Demonstrated balance sheet strength; effective risk management; and enhanced operational efficiency and effectiveness				Benefited from our high-performing, client-focused culture and employee and advisor engagement

(1)

Reflects adjusted operating results, excluding unlocking. This proxy statement contains certain non-GAAP financial measures that management believes best reflect the underlying performance of our operations. Reconciliations of non-GAAP measures to the most directly comparable GAAP measure are on page A-1. Growth percentages compare 2024 to 2023 results.

6 | Ameriprise Financial 2025 Proxy Statement

No. 1 in Total Shareholder Return within the S&P 500 Financials Index

Since Our Spin-off in 2005*

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%

Source: Bloomberg

Ranking calculated based on members of the S&P 500 Financials Index as of September 30, 2005 that are still members as of December 31, 2024.

Client Focused and Recognized as an Industry Leader

Please refer to pages A-4 and A-5 for source and disclosure information to learn more about the recognition we have received, including information about the methodology behind certain rankings noted on pages 8 and 9, as well as throughout the proxy statement.

8 | Ameriprise Financial 2025 Proxy Statement

High-Performing Culture of Caring for Employees, Advisors and our Communities

Experienced and Engaged Board of Directors

Our directors are highly qualified and hold a broad range of diverse skills, backgrounds, experience and perspectives that we believe are integral to an effective and well-functioning board. Detailed information about each director nominee’s qualifications, experience, skills and expertise along with select professional and community contributions can be found starting on page 13.

Directors


Name and Occupation	Director Since	Independent	Other Current Public Directorships	Audit and Risk	Compensation and Benefits	Nominating and Governance	Executive
James M. Cracchiolo Chairman and Chief Executive Officer of Ameriprise Financial, Inc.	2005		—				C
Robert F. Sharpe, Jr. Independent Presiding Director; Former President of Commercial Foods and Chief Administrative Officer of ConAgra Foods, Inc.	2005		—		M	M	M
Dianne Neal Blixt Former Executive Vice President and Chief Financial Officer of Reynolds American Inc.	2014		2	M1	C		M
Amy DiGeso Former Executive Vice President, Global Human Resources of The Esteé Lauder Companies Inc.	2014		—		M	C	M
Christopher J. Williams Chairman of Siebert Williams Shank & Co., LLC	2016		2	C1		M	M
Glynis A. Bryan Former Chief Financial Officer of Insight Enterprises, Inc.	2025		2	M1
Armando Pimentel, Jr. President and Chief Executive Officer of Florida Power & Light Company	2022		—	M1	M
Brian T. Shea Former Vice Chairman and Chief Executive Officer, Investment Services of the Bank of New York Mellon	2019		2	M1		M
W. Edward Walter III Senior Advisor at Energy Impact Partners	2018		2	M1	M
C = Chair M = Member

(1) Audit Committee Financial Expert within the meaning of the Securities and Exchange Commission (SEC) rules.

Board Composition

Based on self-identified characteristics.

10 | Ameriprise Financial 2025 Proxy Statement

Focused on Sound Governance

We employ sound corporate governance policies that include strong Board leadership, strategic deliberation, prudent oversight practices and transparency.

	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

Our Successful Executive Compensation Strategy and Approach Is Balanced,

Thoughtful and Aligned to Shareholder and Client Results

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

Mr. Davies is excluded from the above chart. Since Mr. Davies is located in the U.K., the terms and composition of his compensation reflect the requirements of local regulations, including the UCITS V Remuneration Code (SYSC 19E) that came into effect in 2017 and the MIFIDPRU Remuneration Code (SYSC 19G) which came into effect in 2022, both of which fall under the Financial Conduct Authority.

We have a thoughtful, disciplined approach to compensation that reflects our commitment to recognize and reward our executives’ experience and expertise in delivering outstanding and consistent results for our shareholders and clients. Our compensation structure is appropriately focused on variable compensation where the majority of our executives’ pay is delivered in long-term incentives, half of which are delivered in performance share units with payouts contingent upon 3-year adjusted return on equity, adjusted earnings per share and total shareholder return achievement.

	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

Our shareholders have supported our compensation approach, recognizing the value in retaining and incenting our successful and long-tenured leadership team that has consistently delivered exceptional results for our shareholders and clients since our spin-off in 2005.

	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.

12 | Ameriprise Financial 2025 Proxy Statement

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