DEF 14A of Ameriprise Financial Inc, Mar 15, 2024

DEF 14A of Ameriprise Financial Inc

Filed Mar 15, 2024 · FY20230001140361-24-013509

Open on EDGAR

  1. Item 1 — Election of the Eight Director Nominees Named Below

    Item 1 — Election of the Eight Director Nominees Named Below

  2. Item 1 — Election of the Eight Director Nominees Named Below

    | | The Board of Directors recommends a vote “FOR” the election of each of the eight director nominees. Proxies will be voted “FOR” each director nominee unless otherwise specified. |

  3. Item 1 — Election of the Eight Director Nominees Named Below

    The Board believes a well-qualified and diverse mix of directors best positions the Board to effectively govern and achieve strong results. Our directors have a combined wealth of leadership experience derived from extensive service guiding large, complex organizations, and possess a diversity of qualifications, attributes and skills applicable to our business and long-term strategy. We currently have eight directors on our Board. The Board has set the size of the board at eight as of the time of the Annual Meeting, and eight nominees have been recommended by the Nominating and Governance Committee and nominated by the Board. The Board believes that the mix of qualifications and the diversity of experience, attributes and skills among the nominees enhances our Board’s effectiveness and is aligned with the Company’s long-term strategy. The Board believes that each of the nominees is qualified to serve as a director of Ameriprise and the Board as a whole possesses the qualities and skills described in the section of the proxy statement captioned “Director Experience and Qualifications,” beginning on page 19. All nominees have indicated they will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce the number of directors to be elected. If elected at the Annual Meeting, the nominees will hold office until the 2025 Annual Meeting of shareholders and until their successors have been elected and qualified.

  4. Item 1 — Election of the Eight Director Nominees Named Below

    | Director since: 2005 Age: 65 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) |

  5. Item 1 — Election of the Eight Director Nominees Named Below

    | Director since: 2005 Age: 72 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) • 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 |

  6. Item 1 — Election of the Eight Director Nominees Named Below

    | Director since: 2014 Age: 64 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 • Former director, Lorillard, Inc. (2011-2015) • Former director and former Chair, National Sports Media Association • Former trustee, Reynolda House Museum of American Art • 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 |

  7. Item 1 — Election of the Eight Director Nominees Named Below

    | Director since: 2014 Age: 71 Committees: • Compensation and Benefits • Executive • Nominating and Governance (Chair) 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. • Managing partner, human capital, responsible for global human resources at PricewaterhouseCoopers • Previously held positions at Bankers Trust Company, the American Express Company and Olivetti Corporation of America | | | | | Relevant Skills and Qualifications • Complex human capital for multinational companies • Executive compensation programs • Executive leadership experience • Succession planning and talent recruitment and development • Strategic planning in the consumer products and financial services industries | Other Experience • Former president, Popular Club, Inc. a direct marketing and sales subsidiary of Macy’s Inc. • Former chief executive officer, Mary Kay Inc. | 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 |

  8. Item 1 — Election of the Eight Director Nominees Named Below

    | Director since: 2016 Age: 66 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 and 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 and 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 chair and chief executive officer • Public and private company governance • Business planning, finance, and long-term strategy | Other Experience • Director, Cox Enterprises • 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 |

  9. Item 1 — Election of the Eight Director Nominees Named Below

    | Director since: 2022 Age: 61 Committees: • Audit and Risk • Compensation and Benefits Other Current Public Directorships: • None | Armando Pimentel, Jr. | | | | | Career Highlights • President and CEO of Florida Power & Light Company, a subsidiary of NextEra Energy, Inc. (2023-present) • Previously served as president and chief executive officer of NextEra Energy Resources, a subsidiary of NextEra Energy, Inc. (2011-2019) • Served as executive vice president, finance and chief financial officer of NextEra Energy, Inc. (2008-2011) • Former president of NextEra Energy Partners (2014-2019) • Former partner at Deloitte & Touche and an accounting fellow with the Office of the Chief Accountant of the U.S. Securities and Exchange Commission | | | | | Relevant Skills and Qualifications • Public company financial operations and controls • Public company executive leadership • Regulatory relations • Business planning and long- term strategy • Risk management, financial reporting and disclosure • Operational and corporate governance • Communications with investors | Other Experience • Former director, Energy Insurance Mutual (2016-2020) • Former director, NextEra Energy Partners, L.P. (2014-2019) | Education • Bachelor of Science, Accounting, Florida State University |

  10. Item 1 — Election of the Eight Director Nominees Named Below

    | Director since: 2019 Age: 63 Committees: • Audit and Risk • Nominating and Governance Other Current Public Company or Investment Company Directorships: • Fidelity National Information Services, Inc. (2018-present) • The RBB Fund, Inc. (a fund complex of 64 open-end investment co. portfolios) and The RBB Fund Trust (a fund complex of 7 open-end investment co. portfolios) (2018-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) • Currently serves on the board of Fidelity National Information Services, Inc. (FIS), a financial services technology company, and is chair of the Audit Committee and a member of the Risk and Technology Committee | | | | | 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, 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 |

  11. Item 1 — Election of the Eight Director Nominees Named Below

    | Director since: 2018 Age: 68 Committees: • Audit and Risk • Compensation and Benefits Other Current Public Directorships: • Avalon Bay Communities, Inc. (2008-2024)* • 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 • 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 from (2007-2016) of Host Hotels & Resorts, Inc. • Former partner with Trammell Crow Residential Company and the 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, DC Policy Center • 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 | | *Not standing for reelection at their 2024 Annual Meeting of Stockholders. | | | |

  12. Item 1 — Election of the Eight Director Nominees Named Below

    Director Experience and Qualifications Our Board regularly reviews its composition and size to evaluate its overall effectiveness and alignment with our long-term strategy. The Board believes that directors should have a variety of qualifications, skills and backgrounds which, collectively, help the Board effectively oversee our activities and operations to best serve the Company and our shareholders. The Nominating and Governance Committee and Board believe that, at a minimum, directors must have demonstrated significant accomplishment, management and leadership ability in their fields, as well as sound business judgment, integrity, financial literacy and a reputational focus. Consistent with the goal of ensuring a comprehensive mix of skills and expertise are represented on the Board, below we outline the general skills mix and expertise represented by our director nominees:

  13. Item 1 — Election of the Eight Director Nominees Named Below

    | Director Experience Highlights | | | | | Leadership and Strategy | Experience leading complex business operations and developing and executing strategic plans allows for effective oversight of the Company’s operations | Public Company | Public company governance and management experience provides insights to reputation, financial and risk management | | Human Capital Management | Experience managing a large and/or global workforce brings understanding to the oversight of one of our key resources | Risk Management | Skills in identifying, assessing and managing risks are important to effectively oversee risk management and understand the most significant risks facing the Company | | Finance | Possessing financial expertise and knowledge of the financial reporting and auditing processes aids in the oversight of reporting and internal control | Consumer | Experience in understanding the needs and interests of consumers is relevant for evaluating new market opportunities | | Global | Business strategy, operations and substantive experience in international matters provides insights to our global operations | Industry Experience | Experience in the financial services industry supports effective oversight of our operations and strategies | | Technology / Cybersecurity | Understanding advancements in technology, cybersecurity and information systems/data management provides insight into opportunities and risks | Legal and Regulatory | Skills and experience with legal and regulatory requirements provides deep perspective on the highly regulated and complex legal frameworks applicable to our business |

  14. Presiding Director

    Presiding Director The role of the Board’s presiding director is an important part of the Board’s leadership structure. Our independent presiding director has significant authority and responsibilities to provide for an effective and independent Board.

  15. Presiding Director

    | 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 |

  16. Presiding Director

    Mr. Sharpe has served as our Presiding Director since 2013. Mr. Sharpe brings deep business and board leadership experience to his role as presiding director. He has served as chair of our Nominating and Governance Committee, and currently serves on our Compensation and Benefits, Nominating and Governance, and Executive Committees. Mr. Sharpe has developed strong and effective working relationships with his fellow directors and has demonstrated independent thinking and a deep understanding of our business. The Board believes that Mr. Sharpe’s experience and tenure as a director enables him to provide valuable perspectives on the Company’s business, risk management and governance. Our Board’s Role in Risk Oversight

  17. Determining Executive Officer and Director Compensation

    Determining Executive Officer and Director Compensation Various executive officers help the Compensation and Benefits Committee determine the appropriate form and amount of executive compensation. Officers in our human resources department prepare meeting materials for the committee, including compensation tally sheets and other summaries of executive officers’ total compensation. These officers also may propose the adoption of new compensation or benefits plans or amendments to existing plans. The chief executive officer makes recommendations to the committee regarding compensation actions for executive officers other than himself. Our executive vice president of human resources discusses survey and benchmarking data related to executive compensation and other topics of interest to the committee. Our chief financial officer advises the committee about setting and calculating financial performance goals for certain executive compensation plans. No executive officer has the authority to approve their own compensation or to make equity-based grants to any executive officer.

  18. Outside Directors Compensation Program for 2023

    Outside Directors Compensation Program for 2023

  19. Outside Directors Compensation Program for 2023

    | Annual Cash Retainer | $110,000 | | Annual Equity Retainer | $190,000 in the form of deferred share units | | 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 |

  20. Deferred Share Plan for Outside Directors for 2023

    | Feature | Annual Grant | Elective Retainer Deferral | | Amount | • $190,000 • Outside directors whose first term is less than one year long 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 deferred share units, credited to a separate annual equity grant deferred share unit account | • Director may choose to invest deferred amounts in one or both of these options: Ameriprise deferred share units 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 deferred share units 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, closing price of a share of our common stock on the third trading day following the public release of our financial statements during the quarter the director joins | • The number of deferred share units 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 deferred share units on each dividend payment date for our common stock. 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 deferred share units are reinvested in the same manner used for the annual equity grant account | | Distribution | • Single payment in shares of our common stock following the director’s end of service | • A director makes a distribution election at the same time they 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 deferred share units |

  21. Deferred Share Plan for Outside Directors for 2023

    | 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 | $1,500 | $346,500 | | Amy DiGeso | $110,000 | $20,000 | $20,000 | $190,000 | $2,000 | $342,000 | | Armando Pimentel, Jr.* | $110,000 | — | $24,694 | $190,000 | — | $324,694 | | Robert F. Sharpe, Jr. | $110,000 | $50,000 | $20,000 | $190,000 | $2,000 | $372,000 | | Brian T. Shea | $110,000 | — | $25,000 | $190,000 | $2,000 | $327,000 | | W. Edward Walter III | $110,000 | — | $25,000 | $190,000 | $2,000 | $327,000 | | Christopher J. Williams(2)** | $110,000 | $30,000 | $24,694 | $190,000 | — | $354,694 |

  22. Deferred Share Plan for Outside Directors for 2023

    | | DSU Balances as of December 31, 2022 | | | DSUs Credited During 2023 | | | | DSU Balances as of December 31, 2023 | | | | | 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 | 10,596 | — | 10,596 | 650 | 179 | — | 829 | 11,424 | — | 11,424 | | Amy DiGeso | 10,596 | — | 10,596 | 650 | 179 | — | 829 | 11,424 | — | 11,424 | | Armando Pimentel, Jr. | 373 | — | 373 | 650 | 14 | — | 664 | 1,037 | — | 1,037 | | Robert F. Sharpe, Jr. | 36,387 | 4,498 | 40,885 | 650 | 595 | 73 | 1,317 | 37,632 | 4,571 | 42,202 | | Brian T. Shea | 3,654 | — | 3,654 | 650 | 67 | — | 717 | 4,370 | — | 4,370 | | W. Edward Walter III | 4,977 | — | 4,977 | 650 | 88 | — | 738 | 5,715 | — | 5,715 | | Christopher J. Williams | 7,331 | 2,683 | 10,014 | 650 | 126 | 553 | 1,329 | 8,107 | 3,236 | 11,342 | | All totals rounded to the nearest share. | | | | | | | | | | |

  23. Perquisites and Personal Benefits

    | (6) These are shares that the named executive officers have the right to acquire within 60 days of February 26, 2024, upon the exercise of stock options that they hold. |

  24. Policy on Pre-Approval of Services Provided by Independent Registered Public Accounting Firm

    | • | Aligns with long-term interests of our shareholders; |

  25. Policy on Pre-Approval of Services Provided by Independent Registered Public Accounting Firm

    | • | Thoughtfully incentivizes successful execution of our long-term strategy. |

  26. Our Compensation Philosophy, Program and Approach

    | Aligned to Financial and Business Results | Competitive | Balanced | Responsive to Investor Feedback | | Performance-based pay decisions are directly linked to the overall success of the Company’s financial and business assessment | Individual base salary, short-term cash and long-term incentive targets are informed by the competitive financial services industry | 94% of our CEO executive pay is delivered in variable compensation – the majority in long-term incentive awards, including 3-year cliff-vested performance share units | Our executive compensation structure is responsive to shareholder feedback, with different performance measures for the annual cash incentive and long-term equity incentives to ensure close alignment with shareholder interests |

  27. Our Compensation Philosophy, Program and Approach

    | • | Compensation outcomes, approach and pay structures of our external Peer Group |

  28. Our Compensation Philosophy, Program and Approach

    Our Peer Group Reflects Our Complex, Diversified and Global Business Ameriprise is a large, diversified business and a leader in Advice & Wealth Management, Asset Management and Retirement & Protection Solutions. The Compensation and Benefits Committee, along with its independent executive compensation consultant, Semler Brossy, review our external peer group on an annual basis. Our peer group continues to reflect the strategic transformation and complexity of our business, in addition to the select market in which we compete for executive talent.

  29. Our Compensation Philosophy, Program and Approach

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

  30. Our Compensation Philosophy, Program and Approach

    We Continue to be Thoughtful and Balanced in Determining CEO Target Pay The Compensation and Benefits Committee engages with an external compensation consultant, Semler Brossy, to evaluate the competitive position of the Chairman and CEO as well as the other NEOs. On an annual basis, they provide detailed analysis and expert advice on our compensation position. Based on their analysis and advice, no changes were made to incentive target pay for our Chairman and CEO or any of the other NEOs for performance year 2023. Shareholder Engagement on Executive Compensation 2023 Say on Pay Results. Our 2023 say on pay vote received positive support from shareholders owning approximately 82% of the shares voted. In developing the structure and amount of 2023 compensation as described in the Compensation and Discussion Analysis starting on page 46, the Compensation and Benefits Committee discussed and considered this level of support for our 2023 say on pay vote as well as feedback received from our engagement with shareholders. Shareholder Engagement. As discussed on page 28, our ongoing shareholder engagement continues to be a priority and feedback received informs the actions of our Board and the Compensation and Benefits Committee. In 2023, executive and senior leaders, including, in certain cases, our Presiding Director, met with or heard from shareholders representing approximately one-third of outstanding shares to discuss governance and compensation-related matters. These shareholders expressed support of our Company’s overall strategy and approach for compensation for our named executive officers, acknowledging the sustained outperformance of our organization and strong alignment of our pay outcomes to shareholder results. Our Executive Compensation Structure and Pay Mix is Aligned to Our Stakeholders Our executive pay structure is aligned to our performance and our shareholders’ and clients’ interests with a significant portion of pay for all executives in variable or “at risk” compensation. Further, the majority of our incentive pay is delivered in long-term incentives, half of which are delivered in PSUs which are further deferred and payouts contingent upon 3-year adjusted return on equity, adjusted earnings per share and total shareholder return achievement. Detailed elements of our structure include: * 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 (FCA). We Have a Disciplined, Quantitative and Objective Approach to Determining Compensation Awards The Compensation and Benefits Committee makes decisions on pay for the Chairman and CEO and other NEOs based on clearly established goals and metrics for both business unit performance outcomes and leadership impact.

  31. Our Compensation Philosophy, Program and Approach

    | Step 1: | Ratings: Financial Performance and Business and Strategic Performance Ratings of Ameriprise are used to determine the cash incentive pool by applying leverage in accordance with a predetermined scale (see pages 53-54 for details). | | Step 2: | Evaluations: Each executive is evaluated based on performance and results from a Goal and Leadership perspective (see pages 55–61 for details). | | Step 3: | Annual Cash Award: Each executive is awarded an annual cash bonus with leverage applied between 0-175% based on their rating outcome. | | Step 4: | Long-Term Award: Each executive is separately awarded long-term incentive awards within a targeted range. Awards are based on their rating outcome. Inputs to ratings include: business results, leadership impact, long-term achievement and contribution to shareholder value creation. |

  32. Pre-established Performance Factors

    | (1) Figures above reflect adjusted operating results excluding unlocking that reflects the Company’s annual review of life insurance, annuity and long-term care valuation assumptions including model changes. Net revenue, earnings, earnings per share, and ROE reflect adjusted operating results, excluding unlocking and AOCI. 2022 actuals have been restated to reflect the adoption of LDTI. Reconciliations of non-GAAP measures to the most directly comparable GAAP measure are on page A-1. |

  33. 2023 NEO Compensation and Performance Summary

    2023 NEO Compensation and Performance Summary Led by Mr. Cracchiolo, our executive team delivered outstanding results while navigating a changing and uncertain environment throughout the year. The annual cash and long-term awards provided to them reflect their consistency and ability to deliver exceptional performance for our stakeholders, including our shareholders. Both the annual and long-term awards provided to Mr. Cracchiolo and other NEOs were calculated (on the Company’s 5-point rating scale) based on results achieved and according to the pre-established metrics and target level of performance for each financial and strategic business goal. Both the Annual Incentive Awards and Long-Term Incentive Awards are within target ranges determined by the Compensation and Benefits Committee. Mr. Cracchiolo’s target incentive opportunity did not increase relative to his opportunity for the 2022 performance year. Similarly, his 2023 Long-Term Incentive Award value is unchanged year-over-year.

  34. 2023 NEO Compensation and Performance Summary

    | Business and Strategic Performance | Led Company strategy and orchestrated execution to deliver strong results against our annual plan while advancing our long-term growth objectives: • Drove continued profitable growth and performance in Advice & Wealth Management by investing in and delivering our differentiated and elevated Ameriprise Client Experience to drive client engagement and goal-based advice, including record Wealth Management client net inflows of $53 billion. Continued to drive strong advisor productivity and grow the advisor base, including closing on the partnership with Comerica. • Deepened client relationships via banking and cash solutions and significantly grew Ameriprise Bank, FSB and certificate assets 28% to $37 billion • Continued to prudently grow the Retirement & Protection Solutions business while managing profitability, enhancing flagship products and activating operational efficiencies to deliver best-in-class service experience for clients and advisors • In Asset Management, successfully navigated challenging environment with a consistent focus on our executing our strategies, delivering strong 3-, 5- and 10-year investment performance, increasing client engagement, completing the BMO EMEA integration activities and ensuring disciplined expense management • Recognized with 113 four- and five-star Morningstar rated funds globally, reflecting the breadth and strength of our investment capabilities across equity, fixed income and asset allocation strategies • Delivered on large investment agenda and re-invested more than $240 million to advance our capabilities and value proposition to drive future growth • Demonstrated excellent balance sheet fundamentals, including differentiated capital return, strong liquidity and excess capital, effective hedging in a dynamic market environment, and a high-quality investment portfolio Fostered innovation, executional excellence and organizational effectiveness through a performance-driven culture focused on care, collaboration and inclusion: • Excellent employee engagement of 85% - consistently outperform industry peers and benchmarks • Strong high-performer retention rate of 95% and a comprehensive peer-based recognition program • Achieved a score of 85% in 2023 from our updated Inclusion Index from our engagement survey, that exceeds the industry benchmark. Included in the 2023 Bloomberg Gender Equality Index and earned the Forbes 2023 Best Employer for Diversity Award. • Sustained our legacy in community giving, volunteerism and nonprofit engagement. Together with our people, Ameriprise contributed $16.5 million in corporate donations, individual giving and gift matching, and 63,000 volunteer hours in support of more than 7,800 nonprofits. Managed our business responsibly: • Advanced our Corporate Social Responsibility reporting with a focus on strong governance in coordination with the Ameriprise Board of Directors, including continuing to enhance our processes, disclosures and controls of sustainability data and information • Earned competitive sustainability ratings and rankings from third-party research firms and other outlets, including MSCI and ISS, as well as being included in 2023 Bloomberg Gender Equality Index and multiple FTSE4Good indices |

  35. 2023 NEO Compensation and Performance Summary

    | Demonstrated longstanding dedication and commitment as a leader of Ameriprise Financial: • Consistency and continuity of leadership, leading our firm for 24 years as chief executive officer • Provided differentiated leadership by fostering a culture of critical thinking, collaboration, innovation and organizational effectiveness to ensure the Company continues to evolve and adjust to meet and exceed client needs and differentiate amongst competitors • Assembled and motivated experienced and long-tenured management team to navigate global complexities, drive results and shared accountability through trusted relationships Achieved excellent recognition for our strong performance in serving clients, shareholders and employees: • Voted #1 among wealth managers in Kiplinger Readers’ Choice Awards, 2023 • Ranked as one of top three brands among Financial Services firms for Customer Trust – according to Forrester’s 2023 U.S. Customer Trust Index • Recognized by J.D. Power for “outstanding customer service experience” for phone support for advisors, fifth consecutive year • Named one of America’s 2023 Most Responsible Companies by Newsweek • Recognized among the best-managed companies of 2023 on the Wall Street Journal Management Top 250 list |

  36. 2023 NEO Compensation and Performance Summary

    | Walter S. Berman Executive Vice President, Chief Financial Officer | 2023 Compensation Decisions (thousands) | | Responsibilities: Mr. Berman is responsible for generating measurable growth and improvements to the Company’s shareholder value through initiatives that mitigate operational and strategic risk, free up capital, and optimize the balance sheet and ERM process. He provides the financial community with a thorough understanding of our business and helps ensure the integrity of our data and reporting. | | | Base Salary | $675 | | | | Annual Cash Incentive | $3,230 | | | | Long-Term Incentive Award | $4,500 | | | | Total Direct Compensation | $8,405 | |

  37. 2023 NEO Compensation and Performance Summary

    | Summary of 2023 Key Achievements and Compensation- Related Considerations | Provided outstanding leadership and financial stewardship as chief financial officer, which contributed to Ameriprise exceeding all financial objectives, including achieving record adjusted operating revenue, earnings and earnings per diluted share, with return on equity of 49.7%, while ensuring excellent balance sheet fundamentals, proactive expense discipline and enterprise risk management |

  38. 2023 NEO Compensation and Performance Summary

    | Assessment Metric Results | • Set new highs for adjusted operating net revenue, earnings and earnings per share, building off a record 2022 and reflecting successful navigation of the operating environment and market dynamics | | | • Strong results from integrated and complementary business model with fee-based strength and growing spread-based revenue reflecting strategic investments, including in banking and certificates | | | • Strong Balance Sheet and Enterprise Risk Management resulting in: | | | - Proactively maintained strong liquidity and capital to support business growth and navigated bank stress environment | | | - Continued strong free cash flow generation across integrated model | | | - Strong excess capital position of $1.5 billion | | | - Returned $2.5 billion or approximately 80% of adjusted operating earnings to shareholders | | | - Repositioned our high-quality, AA-rated investment portfolio | | | - Effective hedging program during a period of heightened volatility | | | - Successfully navigated significant regulatory, rating agency, and accounting changes | | | • Invested more than $240 million to support business growth, partially funded by our re-engineering strength and prudent expense management | | | • Partnered with all business units and staff functions to set targets and build strong plans with comprehensive measurement to ensure organic growth and expense discipline |

  39. 2023 NEO Compensation and Performance Summary

    | Business and Strategic Performance | • In conjunction with business leaders, executed on strategic actions which enhanced the Company’s business mix: | | | - Delivered strong growth and performance of Advice & Wealth Management across segment financials, including record client flows and advisor productivity | | | - Significantly grew Ameriprise Bank, FSB and certificate assets by 28% to $37 billion that delivered excellent financial results in higher interest rate environment | | | - In response to changing environment, continued to strategically reposition the Retirement & Protection business taking key actions to further de-risk the business, reduce balance sheet requirements and increase shareholder value | | | • Led re-engineering and operational efficiency efforts across the firm delivering results of $79 million in expense savings, exceeding objectives by over $19 million |

  40. 2023 NEO Compensation and Performance Summary

    | William F. Truscott Chief Executive Officer, Global Asset Management | 2023 Compensation Decisions (thousands) | | Responsibilities: Mr. Truscott is the CEO for Global Asset Management - leading our global asset management business that provides a broad range of actively managed investment strategies and solutions for individual, institutional and corporate clients around the world. | | | Base Salary | $675 | | | | Annual Cash Incentive | $2,700 | | | | Long-Term Incentive Award | $3,625 | | | | Total Direct Compensation | $7,000 | |

  41. 2023 NEO Compensation and Performance Summary

    | Summary of 2023 Key Achievements and Compensation- Related Considerations | Provided comprehensive and consistent leadership for the Company’s global asset management business while optimizing and evolving the operating model in a challenging environment. Continued focus on serving clients’ needs, executing our strategies, delivering strong investment performance while executing on the integration of a transformative strategic acquisition. |

  42. 2023 NEO Compensation and Performance Summary

    | Assessment Metric Results | • Increased AUM 9% during a period with challenged industry headwinds and a mixed market environment with positive equity markets, mixed fixed income markets and elevated geopolitical risk throughout the year | | | • In a challenging risk-off market environment, drove institutional net inflows of $1.0 billion, excluding legacy insurance partner flows. Industry-wide pressure on retail flows remained, but redemptions improved. Overall, our retail flow rate was in line with other active peers. | | | • Drove global transformation efforts for Columbia Threadneedle Investments resulting in substantial cost savings, further simplification of the business, and increased automation and maximized our geographic footprint to further improve efficiency | | | • In partnership with Mr. Davies, delivered competitive longer-term investment performance over 3-, 5- and 10-year time periods, with improving 1-year performance after a challenging 2022 | | | • As part of the BMO EMEA integration, continuing to incorporate financially material ESG factors alongside our traditional fundamental analysis as part of our focus on research intensity. Further strengthened our range of Responsible Investing strategies in EMEA to meet retail and institutional client demand. | | | • Investment teams received industry recognition for investment performance: | | | - 113 funds globally across Columbia Threadneedle Investments earning an overall Morningstar Rating of 4 or 5 stars | | | - Received 20+ Refinitiv Lipper Fund awards globally in 2023 | | | - Professional Pensions U.K. Pensions Awards – 25 Years of Excellence in Investment Management |

  43. 2023 NEO Compensation and Performance Summary

    | Business and Strategic Performance | • Columbia Threadneedle is a global player with a strong reputation as an active manager grounded in research intensity | | | • Continued the strategic integration of BMO EMEA business, including transitioning front office for a unified investment capability and harmonization of all benefits, compensation plans and policies and procedures | | | • Strengthened global solutions and alternatives capabilities |

  44. 2023 NEO Compensation and Performance Summary

    | Joseph E. Sweeney President, Advice & Wealth Management Products & Service Delivery | 2023 Compensation Decisions (thousands) | | Responsibilities: Mr. Sweeney is responsible for the firm’s brokerage, managed products, retail retirement products, Federal Savings Bank, cash & certificates, personal trust, credit card & lending products, supervision & risk mitigation, service delivery and clearing operations, the Advisor Center and India operations. | | | Base Salary | $600 | | | | Annual Cash Incentive | $2,040 | | | | Long-Term Incentive Award | $2,575 | | | | Total Direct Compensation | $5,215 | |

  45. 2023 NEO Compensation and Performance Summary

    | Summary of 2023 Key Achievements and Compensation- Related Considerations | In partnership with his Advice & Wealth Management executive colleagues, delivered excellent results that demonstrated significant ongoing and year-over-year improvement and a broad leadership mandate. This was achieved through an ongoing growth and improvement mindset, ensuring a robust suite of solutions to meet a variety of client needs, withstand changing markets and meet shareowner expectations. Operationally, he provides strategic leadership to monitor and adjust to the evolving regulatory environment and co-leads efforts to build operational efficiencies through intelligent automation. |

  46. 2023 NEO Compensation and Performance Summary

    | Assessment Metric Results | • Drove profitable growth with record client flows of $53 billion, demonstrating the strength of our client experience, solutions and capabilities | | | • Significantly grew Ameriprise Bank, FSB and certificate assets to $37 billion, delivering excellent financial results in higher interest rate environment | | | • Achieved record advisor productivity with excellent advisor retention and high satisfaction | | | • Grew total advisor base, including closing on partnership with Comerica, reflecting the strength of our differentiated advisor value proposition |

  47. 2023 NEO Compensation and Performance Summary

    | Business and Strategic Performance | • Further strengthened Wealth Management solution set and exercised effective leadership as a part of a multi-year development strategy to meet the evolving needs of our advisors and clients | | | • Implemented digital platform for our alternatives business to improve client and advisor experience | | | • Exercised effective leadership of key product initiatives to deepen advisor and client relationships | | | • Delivered strong governance contributions as a member of multiple domestic subsidiary boards of directors | | | • Led business growth of Ameriprise Bank, FSB through introduction of new products, including Ameriprise Bank savings account and Ameriprise brokered certificates of deposit | | | • Increased Ameriprise Bank, FSB assets 19% to $23 billion; generating strong spread revenue | | | • Maintained solid bank balance sheet, with strong asset credit quality and good liquidity | | | • Continued to lead our Advice & Wealth Management service and operations team maintaining strong client satisfaction of 4.9 out of 5 stars; recognized for our strong reputation, leading customer service and personal advice experience | | | • Co-led automation and robotics efforts to enhance risk management, improve accuracy, achieve significant operating efficiencies and improve the employee experience | | | • Achieved fifth consecutive year of J.D. Power certification and recognition for providing “An Outstanding Customer Service Experience” for phone support for advisors |

  48. 2023 NEO Compensation and Performance Summary

    | William Davies* Executive Vice President and Global Chief Investment Officer | 2023 Compensation Decisions (thousands) | | Responsibilities: Mr. Davies plays a key role in shaping Columbia Threadneedle’s global investment capability, including its well-established and highly successful investment process based on collaboration across asset classes, research intensity and independent oversight to foster continuous improvement. | | | Base Salary | $829 | | | | Annual Cash Incentive | $2,061 | | | | Long-Term Incentive Award | $883 | | | | Total Direct Compensation | $3,773 | |

  49. 2023 NEO Compensation and Performance Summary

    * Mr. Davies is based in the U.K. and his fixed compensation is comprised of salary (£350,000) and his fixed allowance (£300,000), which was payable in equal monthly installments. His annual cash incentive amount is comprised of his variable compensation in addition to his deferred variable compensation that is invested in Threadneedle Fund Deferrals. Mr. Davies is compensated in Great British Pounds (GBP) which is converted into U.S. dollars (USD) for disclosure in this table. For purposes of this table, the spot exchange rate on December 31, 2023 ($1.27465) was used to convert GBP into USD.

  50. 2023 NEO Compensation and Performance Summary

    | Summary of 2023 Key Achievements and Compensation- Related Considerations | In partnership with his global leadership team, delivered strong and stable results that focused on the growth of the core business while diversifying our book, continuing integration progress, navigating volatility to deliver strong investment performance for clients. |

  51. 2023 NEO Compensation and Performance Summary

    | Assessment Metric Results | • Delivered competitive longer-term investment performance over 3-, 5- and 10-year time periods, with improving 1-year performance after a challenging 2022 | | | • Investment teams received recognition for investment performance | | | - 113 funds across Columbia Threadneedle Investments earning an overall Morningstar Rating of 4 or 5 stars | | | - Received 20+ Refinitiv Lipper awards globally in 2023 | | | • In a challenging risk-off market environment, partnered with institutional sales teams to drive institutional net inflows of $1.0 billion, excluding legacy insurance partner flows. Industry-wide pressure on retail flows remained, but redemptions improved. Overall, our retail flow rate was in line with other active peers. |

  52. 2023 NEO Compensation and Performance Summary

    | Business and Strategic Performance | • Provided strong, innovative investment leadership to our global asset management business | | | • Continued to lead the integration of BMO EMEA business, including transitioning front office for a unified investment capability and harmonization of all benefits, compensation plans and policies and procedures | | | • Continued emphasis on research intensity to further embed data science and dedicated research capabilities within investment team culture and drive differentiation of performance | | | • Advanced Responsible Investment (RI): Completed active ownership policy framework and training, aligned on messaging, engaged RI team in 200+ client interactions and implemented OEIC and SICAV product changes | | | • Conducted ongoing investment consultancy and oversight analysis to navigate performance challenges, which lead to improved fixed income performance | | | • Major equity franchise strategies, such as Dividend Income, Contrarian Core, and U.K. Equity Income, performed strong relative to peers |

  53. PSU Program

    PSU Program The PSU program is a three-year, cliff-vested, compensation program that incentivizes senior leadership to achieve sustained levels of strong financial results, which are directly aligned to the long-term wealth creation of our clients and shareholders. Performance goals are set at the beginning of each three-year period for average return on equity and the earnings per share compound annual growth rate. PSU awards granted in February 2023 (to be paid in February 2026) used the same metrics, leverage, weighting and modifier structure as the 2021-2023 PSU awards with new performance goals set for the period.

  54. 2021-2023 PSU Award Earnout (Granted Jan. 2021)

    2021-2023 PSU Award Earnout (Granted Jan. 2021) The table below includes the return on equity and earnings per share goals and how they correlate to target and maximum award payouts. Results in between those points are interpolated. Actual performance resulted in the awards being earned at 150% of target before application of the total shareholder return modifier.

  55. 2021-2023 PSU Award Earnout (Granted Jan. 2021)

    | Award Leverage | Average Return on Equity | Earnings Per Share Compound Annual Growth Rate | | 2021-2023 Actual (excluding Unlocking) | 49.7% | 20.6% | | Maximum (150%) | 44.3% or above | 16.6% or above | | Target (100%) | 42.3% | 12.6% | | Performance Rating (pre-TSR modifier) | 150% | 150% |

  56. 2021-2023 PSU Award Earnout (Granted Jan. 2021)

    The PSU Awards granted in January 2021 (to be paid in February 2024) have a payout of 150% of target based on return on equity and earnings per share performance, with a total shareholder return modifier of up to 25 percentage points. The total shareholder return modifier will either increase or decrease the leverage for a total maximum payout of 175% of target, if achieved. For each percentile Ameriprise is above or below median of the TSR of the S&P 500 Financials, the leverage is increased or decreased by 1 percentage point, with an impact of no more than 25 percentage points. Ameriprise’s total shareholder return performance for the 2021-2023 period ranked 1 out of 61 firms in the S&P 500 Financials index(1) or 48 percentage points above median, resulting in +25% TSR adjustment and a total payout of 175%. Similar to our incentive awards, in evaluating the performance goals at the end of each period, the committee may positively or negatively adjust for certain approved predefined factors that were unknown or uncontrollable at the time goals were set, including changes in accounting principles, and for equity market performance and interest rates that are outside of pre-established ranges. For the 2021-2023 period, the committee adjusted for equity market performance and interest rates outside of pre-established ranges. In addition, targets were adjusted for impacts related to the restatement of the Company’s financial statements due to the new required LDTI accounting standard, effective January 1, 2023.

  57. 2021-2023 PSU Award Earnout (Granted Jan. 2021)

    | (1) Source: Bloomberg - 12/31/2020 to 12/31/2023 |

  58. 2021-2023 PSU Award Earnout (Granted Jan. 2021)

    Compensation Policies and Practices

  59. Compensation Governance Practices

    | What We Do | What We Don’t Do | | Incorporate sound risk management and risk avoidance in our incentive plan design Robust stock ownership guidelines (10x base salary for CEO and 4x for other NEOs) and requirement for executives to hold a significant portion of stock once vested Require a “double trigger” to vest in long-term awards following a change in control Regularly review the governance of our programs and make revisions to align with market best practices Majority of NEO pay is performance based (94% for CEO, 88% for other NEOs) 94% of CEO compensation is at risk; 69% of incentives are long-term Substantive shareholder engagement program to seek and incorporate feedback Clawback policies include recovery triggers for certain material noncompliance with any financial reporting requirement and for material misconduct Half of equity awards granted as performance shares, with vesting contingent on further three-year performance period | No employment agreements* No gross-ups for potential excise taxes No repricing of stock options without shareholder approval No hedging against the decline in the value of our stock or pledging our stock as security for a loan No special executive retirement arrangements No perquisite allowance (eliminated in 2019) |

  60. Post-Employment Compensation and Benefits

    Post-Employment Compensation and Benefits We do not enter into individual employment, severance or change in control agreements with our NEOs, except where required by the local regulations or practices (e.g., Mr. Davies’ terms of employment reflect applicable legal requirements and practice in the U.K.). Instead, the rights of our NEOs to post-employment compensation and benefits are covered by our compensation and benefit plans. Under this plan approach, the post-employment compensation and benefits of our U.S.-based NEOs are established uniformly and separately from the other compensation elements. Our use of a plan approach provides many benefits when compared to entering into individual employment agreements with each NEO. In most instances, this method ensures consistent terms and provisions and allows us the flexibility to amend or change our practices in response to market trends and best practices. As part of the committee’s ongoing review of the Company’s programs, the committee’s independent consultant reviews our post-employment provisions on an annual basis. Under our U.S. Senior Executive Severance Plan, severance benefits may become payable only in the event of certain involuntary terminations or if an executive is involuntarily or constructively terminated within two years following a change in control. We offer severance benefits upon certain limited involuntary terminations outside the executive officer’s control because we believe that the severance benefits provide income continuity, which results in greater management stability and minimized turnover. Additionally, we have provisions designed to ensure that executives’ interests remain aligned with the interests of shareholders should a change in control occur. We believe that this “double trigger” requirement for qualifying terminations following a change in control maximizes shareholder value because it ensures our NEOs do not receive an unintended windfall by receiving a severance payment while maintaining their positions following a change in control. Additional information regarding each element of our post-employment provisions, as well as detailed information on these benefits and the value of potential payments that our NEOs would receive in various scenarios, is provided in the section Potential Payments Upon Termination or Change of Control for Named Executive Officers, beginning on page 74.

  61. Risk and Incentive Compensation

    | • | Our use of a variety of compensation vehicles that provide a balance of long- and short-term incentives with fixed and variable features, with an emphasis on long-term performance (except for certain sales and sales management positions, whose competitive pay framework is more heavily short-term and where business controls are present to moderate risk); |

  62. Risk and Incentive Compensation

    | • | Our performance goals that we believe are appropriate in light of past performance and market conditions; |

  63. Equity Grant Practices and Procedures

    Equity Grant Practices and Procedures The committee has adopted a Long-Term Incentive Awards Policy that details the policies and procedures we use to grant stock options, RSUs, PSUs and other share-based awards. The policy covers, among other topics: who has the authority to make grants; when grants may be made and when they become effective; required documentation; and our policy for making grants when the committee or our CEO is aware of material nonpublic information about us or our securities. A copy of this policy is available on our website on the Corporate Governance page at ir.ameriprise.com. That site also includes an expected schedule of equity award grant dates for 2024 and we plan to update for future years’ grant date schedules. The committee adopted the policy to document in one place the practices and procedures to be followed in making equity grants, and to provide transparency to our shareholders concerning our grant practices. The committee does not consider gains or losses from long-term and equity incentive awards made in prior years, such as stock option exercises and RSU vesting, in determining new incentive awards. The committee believes that reducing or limiting current stock option grants, RSUs or other forms of compensation because of prior gains realized by an executive officer would unfairly penalize the officer for high past performance and reduce the motivation for continued high achievement.

  64. Other Considerations

    Other Considerations Our incentive compensation programs have historically been designed and administered in a manner generally intended to preserve federal income tax deductions. However, the committee considers the tax and accounting consequences of using various forms of compensation and retains the discretion to pay compensation that is not tax deductible or could have adverse accounting consequences for the Company. Accounting rules govern how to value stock and option awards as of the date of grant, and when those awards are to be recognized as compensation expense. Under the current accounting standard, we calculate the full grant date value of awards using a variety of assumptions. This calculation is performed for accounting purposes, as an executive officer may never realize any value from the award. This may happen when the value of a share of stock subject to an option falls below the exercise price of the option and remains below the exercise price, rendering the option worthless to the executive. In the case of such options, we recognize accounting expense even though the executive officer may never realize any value from the options. Supplemental Total Direct Compensation Table The Securities and Exchange Commission’s rule for when equity awards are reported in the Summary Compensation Table results in a one-year lag between the time the equity awards are granted and when they are reported. As a result of the time lag, the equity awards granted in 2024 will not appear in the Summary Compensation Table (see page 67) until our 2025 Annual Meeting proxy statement. We believe that the supplemental table below more clearly reflects our pay-for-performance philosophy and the compensation decisions made by the Compensation and Benefits Committee for the chief executive officer and the other named executive officers for each performance year shown.

  65. Other Considerations

    | | Performance Year | Salary ($) | Annual Cash Incentive Awards ($) | Long-Term Incentive Awards(1) ($) | Total Direct Compensation ($) | | James M. Cracchiolo(2) Chairman and Chief Executive Officer | 2023 | 1,250,000 | 8,375,000 | 16,000,000 | 25,625,000 | | | 2022 | 1,025,000 | 8,125,000 | 16,000,000 | 25,150,000 | | | 2021 | 1,025,000 | 6,772,500 | 13,000,000 | 20,797,500 | | Walter S. Berman Executive Vice President, Chief Financial Officer | 2023 | 675,000 | 3,230,000 | 4,500,000 | 8,405,000 | | | 2022 | 675,000 | 3,088,000 | 4,500,000 | 8,263,000 | | | 2021 | 675,000 | 3,325,000 | 4,500,000 | 8,500,000 | | William F. Truscott Chief Executive Officer, Global Asset Management | 2023 | 675,000 | 2,700,000 | 3,625,000 | 7,000,000 | | | 2022 | 675,000 | 2,610,000 | 3,900,000 | 7,185,000 | | | 2021 | 675,000 | 3,060,000 | 3,750,000 | 7,485,000 | | Joseph E. Sweeney President, Advice & Wealth Management Products and Service Delivery | 2023 | 600,000 | 2,040,000 | 2,575,000 | 5,215,000 | | | 2022 | 600,000 | 1,950,000 | 2,500,000 | 5,050,000 | | | 2021 | 594,249 | 1,785,000 | 2,200,000 | 4,579,249 | | William Davies(3) Executive Vice President and Global Chief Investment Officer | 2023 | 828,523 | 2,061,109 | 883,332 | 3,772,964 | | | 2022 | 785,817 | 2,039,499 | 874,071 | 3,699,387 |

  66. Other Considerations

    | (1) This column shows the grant date fair value for stock options and restricted stock awards and the target value as of the grant date for Performance Share Units (PSUs). |

  67. Other Considerations

    | (3) Mr. Davies’ fixed compensation is comprised of salary (£350,000) and his fixed allowance (£300,000), which were payable in equal monthly installments. His annual cash incentive amount is comprised of three components: £462,000 paid in cash in February 2024; £462,000 delivered in fully vested fund-linked units with a six-month holding period and delivered in cash in August 2024; and £693,000 invested into Threadneedle Fund Deferrals, fund-linked instruments vesting in five equal parts at 12, 24, 36, 42 and 54 months from the date of grant and subject to a six-month holding period between vesting and delivery in cash. |

  68. Other Considerations

    Mr. Davies is compensated in GBP, which is converted into USD for disclosure in this table. For purposes of this table, the spot exchange rate on December 31, 2023 ($1.27465) and December 31, 2022 ($1.20895) was used to convert GBP into USD. Compensation for Mr. Davies is provided only for 2023 and 2022 because he was not an NEO for 2021. COMPENSATION TABLES Summary Compensation Table The following table contains compensation information for our chief executive officer, chief financial officer, and the three other executive officers who were the most highly compensated for the year ended December 31, 2023.

  69. Other Considerations

    | Name & Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | James M. Cracchiolo Chairman and Chief Executive Officer | 2023 | 1,241,364 | 4,640,000 | 3,360,000 | 8,375,000 | 1,936,713 | 824,954 | 28,378,031 | | | | | 8,000,000 | | | | | | | | 2022 | 1,025,000 | 3,770,000 | 2,730,000 | 8,125,000 | — | 697,623 | 22,847,623 | | | | | 6,500,000 | | | | | | | | 2021 | 1,025,000 | 3,509,000 | 2,541,000 | 6,772,500 | 654,992 | 676,972 | 21,229,464 | | | | | 6,050,000 | | | | | | | Walter S. Berman Executive Vice President, Chief Financial Officer | 2023 | 675,000 | 1,215,000 | 1,035,000 | 3,230,000 | 875,241 | 183,298 | 9,463,539 | | | | | 2,250,000 | | | | | | | | 2022 | 675,000 | 1,215,000 | 1,035,000 | 3,088,000 | 342,506 | 177,393 | 8,782,899 | | | | | 2,250,000 | | | | | | | | 2021 | 675,000 | 1,312,000 | 1,125,000 | 3,325,000 | 647,005 | 185,302 | 9,705,307 | | | | | 2,436,000 | | | | | | | William F. Truscott Chief Executive Officer, Global Asset Management | 2023 | 675,000 | 1,053,000 | 897,000 | 2,700,000 | 477,715 | 180,672 | 7,933,387 | | | | | 1,950,000 | | | | | | | | 2022 | 675,000 | 1,012,500 | 862,500 | 2,610,000 | — | 224,771 | 7,259,771 | | | | | 1,875,000 | | | | | | | | 2021 | 675,000 | 1,034,000 | 886,000 | 3,060,000 | 124,092 | 177,372 | 7,875,464 | | | | | 1,919,000 | | | | | | | Joseph E. Sweeney President, Advice & Wealth Management Products and Service Delivery | 2023 | 600,000 | 675,000 | 575,000 | 2,040,000 | 464,998 | 121,184 | 5,726,182 | | | | | 1,250,000 | | | | | | | | 2022 | 600,000 | 594,000 | 506,000 | 1,950,000 | — | 113,917 | 4,863,917 | | | | | 1,100,000 | | | | | | | | 2021 | 594,249 | 640,000 | 549,000 | 1,785,000 | 145,007 | 104,269 | 5,005,525 | | | | | 1,188,000 | | | | | | | William Davies(5) Executive Vice President Global Chief Investment Officer | 2023 | 828,523 | 241,963 | 206,116 | 2,061,109 | 349,305 | 31,504 | 4,166,599 | | | | | 448,079 | | | | | | | | 2022 | 785,817 | 813,390 | — | 2,039,499 | — | 26,048 | 3,664,754 | | | | | — | | | | | |

  70. Other Considerations

    | (1) The numbers in these columns are not the grant date fair value of restricted stock awards, performance share units (PSUs), and stock options awarded to the named executive officer for 2023 performance. These amounts represent the grant date fair value of restricted stock awards, PSUs, and stock options for 2022 performance, but granted on January 27, 2023. For 2023, there are two amounts listed in the stock awards column. The top number is the restricted stock award earned for 2022. The bottom number is the PSU award granted at target for 2022. The actual number of PSUs that will be earned at the vesting date is dependent upon future Company performance and the PSU awards have a minimum payout of 0% and a maximum payout of 150% of target based on average return on equity and earnings per share growth, with a total shareholder return modifier up or down 25 percentage points. |

  71. Other Considerations

    | • | The Company calculates the grant date fair value of restricted stock awards, PSUs, and stock options in accordance with the applicable accounting rules. The grant date fair value represents the total compensation expense that the Company will recognize for restricted stock awards and stock options whereas the total compensation expense for PSUs will ultimately be the market value as of the vesting date. |

  72. Other Considerations

    | • | For the grant date fair value of restricted stock awards, we use the closing share price on the grant date which takes into account future dividends to be paid on restricted shares. Those dividends will be the same as those paid to other shareholders. Mr. Davies received Ameriprise Financial Deferred Stock Units (DSU) which function similarly to restricted stock awards. Dividends on DSUs are accrued within the plan and are paid out as additional shares of common stock in Ameriprise Financial, Inc. on vesting. |

  73. Other Considerations

    | • | For the grant date fair value of PSU awards, we use the closing share price on the grant date which takes into account future dividend equivalents to be paid on PSUs once fully vested and earned. Those dividend equivalents will be the same as those paid to other shareholders over the three-year performance period. The value of the PSUs on the grant date assuming that the maximum performance conditions will be achieved is: Mr. Cracchiolo ($13,999,481); Mr. Berman ($3,937,408); Mr. Truscott ($3,412,122); and Mr. Sweeney ($2,186,913), and ($783,624) for Mr. Davies. |

  74. Other Considerations

    | • | In order to calculate the grant date fair value of stock options, we use the Black-Scholes option pricing model. For the stock options that became effective on January 27, 2023, we used the following assumptions for purposes of the Black-Scholes option pricing model: (i) an expected life of 5 years for each option; (ii) a dividend yield of 2.00%; (iii) an expected stock price volatility of 33.5%; and (iv) a risk-free rate of return of 3.60%. Mr. Davies received Ameriprise Financial Deferred Stock Options (DSO), which function similarly to stock options and are deemed appropriate and approved by the Committee. |

  75. Other Considerations

    | (2) This column represents the non-equity incentive plan compensation earned by the named executive officers whether paid or deferred. For 2023, this number is the cash incentive award that was earned for 2023 performance. For 2022, this number is the cash incentive award that was earned for 2022 performance. For 2021, this number is the cash incentive award that was earned for 2021 performance. |

  76. Other Considerations

    | (3) The 2023 amounts represent the changes in pension value for calendar year 2023 under the Company’s retirement plans, partially driven by changes in actuarial pension assumptions related to a decrease in the applicable discount rates. The changes in pension value are also attributable to new Company contributions and earnings on existing account balances. The dollar amounts shown are not part of total direct compensation. See the “Pension Benefits in 2023” table on page 73 for additional information, including the present value assumptions used in this calculation. |

  77. Other Considerations

    | (4) The 2023 amounts disclosed for All Other Compensation primarily consist of: (i) employer contributions under the Ameriprise Financial 401(k) Plan for the U.S.-based NEOs and to a non-U.S. defined contribution plan; (ii) a Company matching contribution on voluntary deferrals of the 2023 cash incentive award under the deferred compensation plan that are credited in the form of deferred share units; (iii) waiver of fees otherwise charged on investments made in certain Seligman hedge funds; (iv) the incremental cost associated with certain personal use of the aircraft and Company-provided vehicle and driver, as required by the Company’s security program (defined below); (v) club membership fees which are used primarily for business purposes; (vi) Company reimbursement of spousal travel for certain Company events; and (vii) gifts provided in conjunction with Company events. As a part of the CEO security program approved by the Compensation and Benefits Committee, the Company provided Mr. Cracchiolo with the following: home security system monitoring and maintenance for his personal residences; use of a car and driver for business and commuting purposes; and use of our corporate aircraft by Mr. Cracchiolo and others for business and personal travel. |

  78. Other Considerations

    For purposes of calculating the 2023 incremental cost for use of the car and driver, a per mile rate was determined using vehicle maintenance, fuel, and toll expenses and applying the calculated rate to all miles associated with commuting or personal use. The Company used the following methodology for determining the incremental cost for personal usage of the corporate aircraft: (a) when used solely for personal travel, an hourly flight rate (that considers fuel, maintenance, and miscellaneous flight costs) plus any direct expense associated with in-flight catering is applied; and (b) when others accompany executives during regular business travel, the incremental cost reflects those direct expenses associated with in-flight catering only. For purposes of calculating the incremental cost of the personal use of corporate aircraft during 2023, the following per flight hourly costs were used, rounded to the nearest dollar: $6,692 or $6,765, depending upon the aircraft used.

  79. Other Considerations

    | • | The following table shows the breakout of the major categories of All Other Compensation for the year ended December 31, 2023. |

  80. Other Considerations

    | Name | Company Contributions to Defined Contribution Plans ($) | Matching Contributions to Deferred Compensation Plan ($) | Private Investment Fund Fee Reimbursements ($) | Personal Use of Corporate Aircraft ($) | Car and Driver ($) | Club Membership Dues ($) | Home Security ($) | | James M. Cracchiolo | 16,500 | 418,750 | — | 267,818 | 23,368 | 28,188 | 61,450 | | Walter S. Berman | 16,500 | 161,500 | — | 700 | — | — | — | | William F. Truscott | 16,500 | 135,000 | 28,618 | — | — | — | — | | Joseph E. Sweeney | 16,500 | 102,000 | — | 750 | — | — | — | | William Davies | 30,492 | — | — | — | — | — | — |

  81. Other Considerations

    | (5) 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 (FCA). |

  82. Other Considerations

    In 2021, prior to his appointment to the Executive Leadership Team, Mr. Davies’ incentive was subject to 60% deferral which was split as follows: 50% into Threadneedle Fund Deferrals, fund-linked instruments vesting in five equal parts at 12, 24, 36, 42 and 54 months from the date of grant and subject to a six-month holding period between vesting and delivery in cash, and 50% in Deferred Stock Units, vesting in three equal parts at 12, 24 and 36 months from the date of grant and delivering shares of common stock in Ameriprise Financial, Inc. The remainder was split equally with half being paid in cash in February 2022 and half delivered in fully vested fund-linked units with a six-month holding period and delivered in cash in August 2022. In 2022, when Mr. Davies joined the Executive Leadership Team, these requirements include that at least 60% of his variable compensation is deferred and that half of the award is delivered in instruments linked to funds with a six-month holding period. The deferred portion of Mr. Davies’ variable compensation is split as follows: 50% into Threadneedle Fund Deferrals, fund-linked instruments vesting in five equal parts at 12, 24, 36, 42 and 54 months from the date of grant and subject to a six-month holding period between vesting and delivery in cash; 13.5% in Deferred Stock Units, vesting in three equal parts at 12, 24 and 36 months from the date of grant and delivering shares of common stock in Ameriprise Financial, Inc.; 11.5% in Deferred Stock Options, vesting in three equal parts at 12, 24 and 36 months from the date of grant and delivering options in shares of common stock in Ameriprise Financial, Inc. with a 10 year life; and 25% in PSUs. Dividends on Deferred Stock Units are accrued within the plan and are paid out as additional shares of common stock in Ameriprise Financial, Inc. on vesting. The remaining 40% of Mr. Davies’ variable compensation is split equally with half being paid in cash in February 2023 and half delivered in fully vested fund-linked units with a six-month holding period and delivered in cash in August 2023. Mr. Davies’ fixed compensation is comprised of salary (£350,000) and his fixed allowance (£300,000), which was payable in equal monthly installments. His Non-Equity Incentive Plan Compensation amount is comprised of his variable compensation that is split equally with half being paid in cash in February 2024 and half delivered in fully vested fund-linked units with a six-month holding period and delivered in cash in August 2024 in addition to his deferred variable compensation that is invested in Threadneedle Fund Deferrals. Mr. Davies is compensated in GBP which is converted into USD for disclosure in this table. For purposes of this table, the spot exchange rate on December 31, 2023 ($1.27465) and December 31, 2022 ($1.20895) was used to convert GBP into USD. Compensation for Mr. Davies is provided only for 2023 and 2022 because he was not an NEO for 2021. Grants of Plan-Based Awards in 2023 The table below shows the long-term incentive and equity awards made to our named executive officers in 2023. These awards were based on 2022 performance and funded from the 2022 total incentive pool. Stock options will not have value unless there is an increase in share price above the option exercise price. PSU and cash awards will not have value unless minimum performance results are achieved. The Compensation and Benefits Committee approved the awards at its meeting held on January 24, 2023. The awards became effective as of the grant date shown in the table.

  83. Other Considerations

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards and Performance Awards(2) | | | All Other Stock Awards (# of Shares of Stock or Units) (#)(3) | All Other Option Awards (# of Securities Underlying Options) (#)(4) | Exercise Base Price of Option Awards ($/share)(5) | Grant Date Fair Value of Awards ($)(6) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target (#) | Maximum (#) | | | | | | James M. Cracchiolo | | — | 5,000,000 | 8,750,000 | | | | | | | | | | 1/27/2023 | | | | NA | 23,225 | 40,643 | | | | 8,000,000 | | | 1/27/2023 | | | | | | | 13,470 | | | 4,640,000 | | | 1/27/2023 | | | | | | | | 33,648 | 344.45 | 3,360,000 | | Walter S. Berman | | — | 1,900,000 | 3,325,000 | | | | | | | | | | 1/27/2023 | | | | NA | 6,532 | 11,431 | | | | 2,250,000 | | | 1/27/2023 | | | | | | | 3,527 | | | 1,215,000 | | | 1/27/2023 | | | | | | | | 10,364 | 344.45 | 1,035,000 | | William F. Truscott | | — | 1,800,000 | 3,150,000 | | | | | | | | | | 1/27/2023 | | | | NA | 5,661 | 9,906 | | | | 1,950,000 | | | 1/27/2023 | | | | | | | 3,057 | | | 1,053,000 | | | 1/27/2023 | | | | | | | | 8,982 | 344.45 | 897,000 | | Joseph E. Sweeney | | — | 1,200,000 | 2,100,000 | | | | | | | | | | 1/27/2023 | | | | NA | 3,628 | 6,349 | | | | 1,250,000 | | | 1/27/2023 | | | | | | | 1,959 | | | 675,000 | | | 1/27/2023 | | | | | | | | 5,758 | 344.45 | 575,000 | | William Davies | | — | 1,147,185 | 2,007,574 | | | | | | | | | | 1/27/2023 | | | | NA | 1,300 | 2,275 | | | | 448,079 | | | 1/27/2023 | | | | | | | 702 | | | 241,963 | | | 1/27/2023 | | | | | | | | 2,064 | 344.45 | 206,116 |

  84. Other Considerations

    | (1) Represents the potential threshold, target, and maximum payout opportunities under the 2023 annual incentive award. Actual amounts the NEOs earned are reflected in the summary Compensation Table. More information on the 2023 annual incentive awards is provided in the CD&A. |

  85. Other Considerations

    | (2) This represents the number of PSUs awarded. These awards are scheduled to vest at the end of a three-year performance period and the number of PSUs that will be earned will be based on earnings per share growth, average return on equity, and relative total shareholder return performance. The PSU Awards have a minimum payout of 0% and a maximum payout of 150% of target based on average return on equity and earnings per share growth, with a total shareholder return modifier up or down 25 percentage points. |

  86. Other Considerations

    | (3) This represents the number of restricted shares awarded. These awards are scheduled to vest over a three-year period in increments of one-third per year. Under the Threadneedle Deferred Plan, Mr. Davies received Ameriprise Financial Deferred Stock Units (DSU) which for Mr. Davies function similarly to the restricted shares awards to U.S.-based NEOs. The grant price is equal to the closing market price of Ameriprise Financial stock on the grant date. |

  87. Other Considerations

    | (4) This represents the number of stock options awarded. These awards are scheduled to vest over a three-year period in increments of one-third per year. Under the Threadneedle Deferred Plan, Mr. Davies received Ameriprise Financial Deferred Stock Options (DSO) which function similarly to stock options to U.S.-based NEOs. |

  88. Other Considerations

    | (5) The exercise price is equal to the closing market price of Ameriprise Financial stock on the grant date. |

  89. Other Considerations

    | (6) These amounts are the grant date fair value of the stock options, restricted stock awards/deferred stock units, and performance awards as represented by the total ASC 718 compensation expense that will be recognized for these awards. Ameriprise Financial uses the Black-Scholes option pricing model to estimate its compensation cost for stock option awards. The assumptions used in the Black-Scholes model for grants made on January 27, 2023 were: (i) an expected life of 5 years for each option; (ii) a dividend yield of 2.00%; (iii) an expected stock price volatility of 33.5%; and (iv) a risk-free rate of return of 3.60%. |

  90. Other Considerations

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table contains information regarding outstanding equity awards held by the named executive officers as of December 31, 2023.

  91. Other Considerations

    | | Option Awards(3) | | | | | Stock Awards(4) | | | | | | Option Grant Date(1) | Number of Securities Underlying Unexercised Option Shares Exercisable (#) | Number of Securities Underlying Unexercised Option Shares Unexercisable (#) | Option Exercise Price ($/Share) | Option Expiration Date | Stock Grant Date(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Number of Unearned Performance Share Units of Stock That Have Not Vested (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | James M. Cracchiolo | 01/26/2018 | 39,834(2) | | 179.84 | 01/26/2028 | 01/29/2021 | 5,911 | | 2,245,175 | | | 01/31/2020 | 77,932(2) | | 165.41 | 01/31/2030 | 01/29/2021 | | 30,575 | 11,613,302 | | | 01/29/2021 | 34,942 | 17,473 | 197.87 | 01/29/2031 | 01/28/2022 | 8,432 | | 3,202,727 | | | 01/28/2022 | 11,306 | 22,613 | 298.09 | 01/28/2032 | 01/28/2022 | | 21,805 | 8,282,193 | | | 01/27/2023 | — | 33,648 | 344.45 | 01/27/2033 | 01/27/2023 | 13,470 | | 5,116,310 | | | | | | | | 01/27/2023 | | 23,225 | 8,821,552 | | Walter S. Berman | 01/31/2020 | 35,905(2) | | 165.41 | 01/31/2030 | 01/29/2021 | 2,210 | | 839,424 | | | 01/29/2021 | 15,470 | 7,736 | 197.87 | 01/29/2031 | 01/29/2021 | | 12,311 | 4,676,087 | | | 01/28/2022 | 4,286 | 8,573 | 298.09 | 01/28/2032 | 01/28/2022 | 2,717 | | 1,031,998 | | | 01/27/2023 | — | 10,364 | 344.45 | 01/27/2033 | 01/28/2022 | | 7,548 | 2,866,957 | | | | | | | | 01/27/2023 | 3,527 | | 1,339,660 | | | | | | | | 01/27/2023 | | 6,532 | 2,481,050 | | William F. Truscott | 01/26/2018 | 30,958(2) | | 179.84 | 01/26/2028 | 01/29/2021 | 1,743 | | 662,044 | | | 02/01/2019 | 39,323(2) | | 126.89 | 02/01/2029 | 01/29/2021 | | 9,698 | 3,683,591 | | | 01/31/2020 | 28,546(2) | | 165.41 | 01/31/2030 | 01/28/2022 | 2,264 | | 859,935 | | | 01/29/2021 | 12,184 | 6,092 | 197.87 | 01/29/2031 | 01/28/2022 | | 6,290 | 2,389,131 | | | 01/28/2022 | 3,572 | 7,144 | 298.09 | 01/28/2032 | 01/27/2023 | 3,057 | | 1,161,140 | | | 01/27/2023 | — | 8,982 | 344.45 | 01/27/2033 | 01/27/2023 | | 5,661 | 2,150,218 | | Joseph E. Sweeney | 01/26/2018 | 18,220(2) | | 179.84 | 01/26/2028 | 01/29/2021 | 1,078 | | 409,457 | | | 02/01/2019 | 24,485(2) | | 126.89 | 02/01/2029 | 01/29/2021 | | 6,003 | 2,280,119 | | | 01/31/2020 | 17,730(2) | | 165.41 | 01/31/2030 | 01/28/2022 | 1,328 | | 504,414 | | | 01/29/2021 | 7,548 | 3,776 | 197.87 | 01/29/2031 | 01/28/2022 | | 3,690 | 1,401,573 | | | 01/28/2022 | 2,095 | 4,191 | 298.09 | 01/28/2032 | 01/27/2023 | 1,959 | | 744,087 | | | 01/27/2023 | — | 5,758 | 344.45 | 01/27/2033 | 01/27/2023 | | 3,628 | 1,378,023 | | William Davies(7) | 01/27/2023 | — | 2,064 | 344.45 | 01/27/2033 | 01/29/2021 | 1,163 | | 441,634 | | | | | | | | 01/28/2022 | 1,880 | | 713,954 | | | | | | | | 01/27/2023 | 713 | | 270,941 | | | | | | | | 01/27/2023 | | 1,300 | 493,779 |

  92. Other Considerations

    | (1) For better understanding of this table, we have included additional columns showing the grant date of stock options, restricted stock, and PSUs. |

  93. Other Considerations

    | (2) These stock options are fully vested. The vesting schedule for these stock options was disclosed in the tables from prior proxy statements. |

  94. Other Considerations

    | (3) Stock options vest according to the following: |

  95. Other Considerations

    | Option Grant Date | Vesting Schedule | Remaining Vesting Dates | | 01/29/2021 | 33.33% vests each year for three years beginning one year from date of grant | 01/29/2024 | | 01/28/2022 | 33.33% vests each year for three years beginning one year from date of grant | 01/28/2024 and 01/28/2025 | | 01/27/2023 | 33.33% vests each year for three years beginning one year from date of grant | 01/27/2024, 01/27/2025, and 01/27/2026 |

  96. Other Considerations

    | (4) Restricted stock and deferred stock units vest according to the following: |

  97. Other Considerations

    | Restricted Stock Grant Date | Vesting Schedule | Remaining Vesting Dates | | 01/29/2021 | 33.33% vests each year for three years beginning one year from date of grant | 01/29/2024 | | 01/28/2022 | 33.33% vests each year for three years beginning one year from date of grant | 01/28/2024 and 01/28/2025 | | 01/27/2023 | 33.33% vests each year for three years beginning one year from date of grant | 01/27/2024, 01/27/2025, and 01/27/2026 |

  98. Other Considerations

    | (5) PSUs cliff vest at the end of the three-year performance period (e.g., the PSUs granted in 2023 will vest on the payout date in January 2026) and are subject to the achievement of the established performance measures. The PSU Awards have a minimum payout of 0% and a maximum payout of 150% of target based on average return on equity and earnings per share growth, with a total shareholder return modifier up or down 25 percentage points. |

  99. Other Considerations

    | (6) The market value of restricted stock and PSUs is based on a market closing price on the New York Stock Exchange of $379.83 on December 31, 2023. |

  100. Other Considerations

    | (7) Mr. Davies received Ameriprise Financial Deferred Stock Options and Deferred Stock Units under the Threadneedle Deferral Plan instead of stock options and restricted stock which function similarly to stock options and restricted share awards to U.S.-based NEOs. Dividends on Deferred Stock Units are accrued within the plan and are paid out as additional shares of common stock in Ameriprise Financial, Inc. on vesting. |

  101. Other Considerations

    Option Exercises and Stock Vested in 2023 The following table contains all stock option exercises and vesting events of restricted stock awards and PSUs for all named executive officers during fiscal year 2023.

  102. Other Considerations

    | | Option Awards | | Stock Awards | | Performance Share Units | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(5) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(5) | | James M. Cracchiolo | 40,000 | 6,971,600 | 4,215(1) | 1,451,857(i) | 61,890(4) | 21,668,927(iv) | | | 40,000 | 7,461,200 | 5,911(2) | 2,036,044(ii) | | | | | | | 6,838(3) | 2,394,121(iii) | | | | Walter S. Berman | 15,000 | 2,583,600 | 1,358(1) | 467,763(i) | 25,940(4) | 9,082,113(iv) | | | 10,025 | 2,257,530 | 2,210(2) | 761,235(ii) | | | | | 25,382 | 4,863,572 | 2,662(3) | 932,019(iii) | | | | William F. Truscott | 30,841 | 6,908,076 | 1,132(1) | 389,917(i) | 20,629(4) | 7,222,625(iv) | | | | | 1,741(2) | 599,687(ii) | | | | | | | 2,117(3) | 741,204(iii) | | | | Joseph E. Sweeney | 16,938 | 3,817,317 | 664(1) | 228,715(i) | 12,811(4) | 4,485,387(iv) | | | | | 1,078(2) | 371,317(ii) | | | | | | | 1,315(3) | 460,408(iii) | | | | William Davies(6) | | | 924(1) | 318,413(i) | | | | | | | 1,142 (2) | 393,428(ii) | | | | | | | 1,260(3) | 441,238(iii) | | |

  103. Other Considerations

    | (1) On 01/28/2023, the following restricted stock awards vested: |

  104. Other Considerations

    | • | For Mr. Cracchiolo: a total of 4,215 shares vested, 1,622 of these shares were withheld to cover taxes, and a net of 2,593 shares were delivered. |

  105. Other Considerations

    | • | For Mr. Berman: a total of 1,358 shares vested, 458 of these shares were withheld to cover taxes, and a net of 900 shares were delivered. |

  106. Other Considerations

    | • | For Mr. Truscott: a total of 1,132 shares vested, 476 of these shares were withheld to cover taxes, and a net of 656 shares were delivered. |

  107. Other Considerations

    | • | For Mr. Sweeney: a total of 664 shares vested, 315 of these shares were withheld to cover taxes, and a net of 349 shares were delivered. |

  108. Other Considerations

    | • | For Mr. Davies: a total of 924 shares vested, 435 of these shares were withheld to cover taxes, and a net of 489 shares were delivered. |

  109. Other Considerations

    | (2) On 01/29/2023, the following restricted stock awards vested: |

  110. Other Considerations

    | • | For Mr. Cracchiolo: a total of 5,911 shares vested, 2,885 of these shares were withheld to cover taxes, and a net of 3,026 shares were delivered. |

  111. Other Considerations

    | • | For Mr. Berman: a total of 2,210 shares vested, 845 of these shares were withheld to cover taxes, and a net of 1,365 shares were delivered. |

  112. Other Considerations

    | • | For Mr. Truscott: a total of 1,741 shares vested, 732 of these shares were withheld to cover taxes, and a net of 1,009 shares were delivered. |

  113. Other Considerations

    | • | For Mr. Sweeney: a total of 1,078 shares vested, 516 of these shares were withheld to cover taxes, and a net of 562 shares were delivered. |

  114. Other Considerations

    | • | For Mr. Davies: a total of 1,142 shares vested, 537 of these shares were withheld to cover taxes, and a net of 605 shares were delivered. |

  115. Other Considerations

    | (3) On 01/31/2023, the following restricted stock awards vested: |

  116. Other Considerations

    | • | For Mr. Cracchiolo: a total of 6,838 shares vested, 3,337 of these shares were withheld to cover taxes, and a net of 3,501 shares were delivered. |

  117. Other Considerations

    | • | For Mr. Berman: a total of 2,662 shares vested, 1,297 of these shares were withheld to cover taxes, and a net of 1,365 shares were delivered. |

  118. Other Considerations

    | • | For Mr. Truscott: a total of 2,117 shares vested, 890 of these shares were withheld to cover taxes, and a net of 1,227 shares were delivered. |

  119. Other Considerations

    | • | For Mr. Sweeney: a total of 1,315 shares vested, 629 of these shares were withheld to cover taxes, and a net of 686 shares were delivered. |

  120. Other Considerations

    | • | For Mr. Davies: a total of 1,260 shares vested, 593 of these shares were withheld to cover taxes, and a net of 667 shares were delivered. |

  121. Other Considerations

    | (4) On 01/31/2023, the following PSU awards vested: |

  122. Other Considerations

    | • | For Mr. Cracchiolo: a total of 61,890 shares vested, 31,667 of these shares were withheld to cover taxes, and a net of 30,223 shares were delivered. |

  123. Other Considerations

    | • | For Mr. Berman: a total of 25,940 shares vested, 13,258 of these shares were withheld to cover taxes, and a net of 12,682 shares were delivered. |

  124. Other Considerations

    | • | For Mr. Truscott: a total of 20,629 shares vested, 9,149 of these shares were withheld to cover taxes, and a net of 11,480 shares were delivered. |

  125. Other Considerations

    | • | For Mr. Sweeney: a total of 12,811 shares vested, 6,421 of these shares were withheld to cover taxes, and a net of 6,390 shares were delivered. |

  126. Other Considerations

    | (5) The value realized on vesting for restricted stock and PSU awards was based on the market closing price of an Ameriprise share on the date of vesting. |

  127. Other Considerations

    | (i) For 01/28/2023, the market closing price was $344.45 per share. |

  128. Other Considerations

    | (ii) For 01/29/2023, the market closing price was $344.45 per share. |

  129. Other Considerations

    | (iii) | For 01/31/2023, the market closing price was $350.12 per share. |

  130. Other Considerations

    | (iv) For 01/31/2023, the market closing price was $350.12 per share. |

  131. Other Considerations

    | (6) Under the Threadneedle Deferred Plan, Mr. Davies received Ameriprise Financial Deferred Stock Options (DSO) and Ameriprise Financial Deferred Stock Units (DSU) which function similarly to stock options and restricted shares awards to U.S.-based NEOs. Dividends on DSUs are accrued within the plan and are paid out as additional shares of common stock in Ameriprise Financial, Inc. on vesting. |

  132. Other Considerations

    Non-Qualified Deferred Compensation for 2023 This table provides information about the Ameriprise Financial Deferred Compensation Plan. A U.S.-based named executive officer may only participate in the plan if he elects to defer receipt of compensation that would otherwise be payable in cash. All U.S.-based named executive officers elected to participate in the plan for the 2023 performance year. The amounts shown in the column “Executive Contributions” come from a deferral of the U.S.-based named executive officer’s cash incentive award. If the named executive officer had not chosen to defer these amounts, we would have paid these amounts in cash. The amounts shown in this column are part of the dollar amount shown in the Summary Compensation Table on page 67, in the column “Non-Equity Incentive Plan Compensation” for 2023. The amount shown in the column “Executive Contributions” is not an additional award to the named executive officer. Due to U.K. remuneration regulations, Mr. Davies, a non-U.S. based named executive officer, is required to have a portion of his variable compensation deferred into the Threadneedle Deferral Plan. Half of the deferred variable compensation is delivered in instruments linked to funds and vests in five equal parts at 12, 24, 36, 42 and 54 months from the date of grant subject to a six-month holding period between vesting and are delivered in cash. The amounts shown in the column “Executive Contributions” for Mr. Davies are part of the dollar amount shown in the Summary Compensation Table on page 67, in the column “Non-Equity Incentive Plan Compensation” for 2023. The amount shown in the column “Executive Contributions” is not an additional award to Mr. Davies.

  133. Other Considerations

    | | Executive Contributions(1) ($) | Company Contributions(2) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year(4) ($) | Aggregate Balance as of December 31, 2023(5) ($) | | James M. Cracchiolo | 1,675,000 | 418,750 | 19,425,425 | — | 116,407,494 | | Walter S. Berman | 646,000 | 161,500 | 4,615,254 | — | 31,805,691 | | William F. Truscott | 540,000 | 135,000 | 260,536 | (703,397) | 3,265,873 | | Joseph E. Sweeney | 408,000 | 102,000 | 149,765 | (409,292) | 1,945,835 | | William Davies* | 883,332 | — | 323,143(3a) | (727,298)(4a) | 2,490,722 |

  134. Other Considerations

    | * Mr. Davies is compensated in GBP which is converted into USD for disclosure in this table. For purposes of this table, the spot exchange rate on December 31, 2023 ($1.27465) was used to convert GBP into USD. |

  135. Other Considerations

    | (1) These amounts are included in the Summary Compensation Table on page 67 in the column captioned “Non-Equity Incentive Compensation Plan Compensation” for 2023. These deferrals will not be credited to deferral accounts until after December 31, 2023 and therefore are not included in the column ‘Aggregate Balance as of December 31, 2023. |

  136. Other Considerations

    | (2) These amounts are included in the Summary Compensation Table on page 67 in the column labeled ‘All Other Compensation.’ U.S.-based executives received a 25% Company matching contribution on deferrals of 2023 cash incentive awards (deferrals eligible for matching contributions are limited to 20% of such awards). The Company matching contributions are notionally credited to the Ameriprise Common Stock Fund, which tracks the performance of Ameriprise Financial common stock and are subject to a three-year cliff vesting period. The Company matching contributions will not be credited to deferral accounts until after December 31, 2023, and therefore are not included in the column ‘Aggregate Balance as of December 31, 2023. |

  137. Other Considerations

    | (3) These amounts represent the change in market value on amounts previously deferred under the Deferred Compensation Plan for U.S.-based executives, based on the actual market-rate returns and dividend equivalents credited to deferral accounts for the period January through December 2023. Participants are able to allocate their deferrals among a number of investment options that track the performance of select mutual funds, Ameriprise Financial common stock, and the Moody’s Corporate Bond Yield Index. Future values are not guaranteed and will fluctuate based on changes in the market value of selected investment options. |

  138. Other Considerations

    | (3a) These amounts represent the change in market value on amounts previously deferred under the Threadneedle Deferral Plan for non-U.S.-based executives, based on the actual market-rate returns and dividend equivalents credited to deferral accounts for the period January through December 2023. Participants are able to allocate their deferrals among a number of investment options that track the performance of select Columbia Threadneedle investments. Future values are not guaranteed and will fluctuate based on changes in the market value of selected investment options. |

  139. Other Considerations

    | (4) These amounts represent distributions received in 2023 from compensation previously deferred by U.S.-based participants and related vested Company matching contributions. Under the Threadneedle Deferral Compensation Plan, participants make a generally irrevocable election to have deferrals distributed in a lump sum or installments at a future date. |

  140. Other Considerations

    | (4a) These amounts represent distributions received in 2023 from compensation previously deferred by non-U.S. based participants. Under the Threadneedle Deferral Plan, deferrals are held for six months after the vesting period and then delivered in cash. |

  141. Other Considerations

    | (5) These numbers include amounts previously reported as compensation in Summary Compensation Tables for previous years for Messrs. Cracchiolo ($35,188,633); Berman ($12,483,763); Truscott ($9,807,548); and Sweeney ($3,117,000). The amounts shown in the table above for Messrs. Cracchiolo, Berman, Truscott, and Sweeney include amounts that they deferred prior to our spin-off from American Express Company as a public company on September 30, 2005. As a result, those amounts have not been previously reported as compensation in a Summary Compensation Table included in one of our annual meeting proxy statements. Each aggregate balance reflects the deduction of an $80 annual administrative fee. |

  142. Other Considerations

    Pension Benefits in 2023 The following table presents information about the participation of our named executive officers in our retirement programs. Assumptions used for purposes of valuation are included in the footnotes.

  143. Other Considerations

    | | Plan | Number of Years Credited Service | Present Value of Accumulated Benefits(1) ($) | Payments Made During Fiscal 2023 ($) | | James M. Cracchiolo | Retirement Plan | 41 | 1,106,901 | — | | | Supplemental Retirement Plan | 41 | 20,038,321 | — | | | Total | 41 | 21,145,222 | — | | Walter S. Berman | Retirement Plan | 55 | 995,014 | — | | | Supplemental Retirement Plan | 55 | 8,314,058 | — | | | Total | 55 | 9,309,072 | — | | William F. Truscott | Retirement Plan | 22 | 412,880 | — | | | Supplemental Retirement Plan | 22 | 4,566,117 | — | | | Total | 22 | 4,978,997 | — | | Joseph E. Sweeney | Retirement Plan | 40 | 906,997 | — | | | Supplemental Retirement Plan | 40 | 3,237,926 | — | | | Total | 40 | 4,144,923 | — | | William Davies | Threadneedle Pension Plan | 16 | 2,155,670 | — |

  144. Other Considerations

    | (1) The Ameriprise Financial Retirement Plan (Retirement Plan) is a defined benefit pension plan for U.S.-based executives, commonly referred to as a cash balance plan, which covers eligible employees of the Company. Each payroll period, the Company credits the account of each participating employee with an amount equal to a percentage of such employee’s pension eligible pay (generally, base salary and annual cash incentive compensation, subject to the applicable calendar year limit ($305,000 for 2023) but excluding long-term incentive compensation) for that period. The percentage varies with the employee’s age and years of service. The plan was amended on March 1, 2010, to lower the applicable contribution percentages and base it on years of service only and no longer considers an employee’s age. Employees who were eligible for the Retirement Plan on March 1, 2010 continue to receive the percentage that they were receiving under the “Previous Table” prior to the change, until and if such time the percentage under the “New Table” became more favorable. The Retirement Plan was further amended effective April 10, 2020, to close participation to new employees and to provide that contribution percentages for existing participants will no longer increase with additional years of service. Existing participants, however, will continue to receive the contribution percentage they were receiving in 2020 until they leave the Company or move to an ineligible position. New employees will not be eligible for the Retirement Plan and will instead receive a Company Base Contribution in the Ameriprise Financial 401(k) Plan. Employees who participate in the Retirement Plan are not eligible for the Company Base Contribution. |

  145. Other Considerations

    | Previous Table Sum of Age Plus Years of Service | Applicable Percentage (%) | | Less than 35 | 2.50 | | 35-44 | 3.25 | | 45-59 | 4.25 | | 60-74 | 5.75 | | 75-89 | 8.00 | | 90 or more | 10.00 |

  146. Other Considerations

    | New Table (effective March 1, 2010) (will not increase after April 2020) Years of Service | Applicable Percentage (%) | | Less than 5 | 2.50 | | 5-9 | 3.25 | | 10-14 | 4.00 | | 15 and over | 5.00 |

  147. Other Considerations

    The Retirement Plan credits participants with interest on their balances. The Retirement Plan sets the fixed interest rate each year based on the average of the daily five-year U.S. Treasury Note yields for the previous October 1 through November 30. The minimum interest rate is 5%. The maximum rate is the lower of 10% or a specific rate set by the U.S. government under the tax laws. For 2023, the interest rate was 5%. When an employee retires or terminates employment and is vested, the Retirement Plan will pay out the cash balance amounts. The Retirement Plan will make these payments in the form and at the time the employee elects, including payment in a single lump sum or as an annuity. An annuity obligates the Retirement Plan to make payments in monthly installments over time, in amounts based on plan assumptions as to life expectancy and the value of making payments in the future. Employees may choose similar methods of payment for benefits they earned before July 1, 1995. The Retirement Plan balances vest after completing three years of service or employee attains age 65, become disabled or die while an active employee. The Retirement Plan was amended effective April of 2020. There will be no new entrants into the Retirement Plan and no increase in the contribution allocation percentage for those who remain eligible for the Retirement Plan after the effective date. New hires will receive an additional Company contribution under the Ameriprise Financial 401(k) Plan instead of a benefit under the Retirement Plan. The Ameriprise Financial Supplemental Retirement Plan (SRP) is a non-qualified pension plan that allows participants to receive contributions on pension earnings that exceed applicable limits under the Internal Revenue Code of 1986, as amended and cannot be allocated to the qualified Retirement Plan. The SRP balances vest after completing three years of service, or if an employee attains age 65, becomes disabled or dies while an active employee. The Retirement Plan account balances for Messrs. Cracchiolo, Berman, Truscott, and Sweeney as of December 31, 2023, were $1,106,901; $995,014; $413,982; and $910,110, respectively. The SRP account balances for Messrs. Cracchiolo, Berman, Truscott, and Sweeney as of December 31, 2023, were $20,068,682; $8,330,794; $4,582,174; and $3,250,704, respectively. For all of the U.S.-based named executive officers, their Retirement Plan or SRP balances are fully vested. The December 31, 2023, values shown in the table above for the Retirement Plan assumes a discount rate of 5.16 % and a discount rate of 5.09% for the SRP. The values assume an interest crediting rate of 5.00% and a retirement age of 65, or current age for Mr. Berman, for both the Retirement Plan and the SRP. The U.K.-based NEO, Mr. Davies, is a member of the Threadneedle Pension Plan (the TPP), an approved U.K. defined benefit retirement plan that on retirement provides a pension annuity, payable for the lifetime of the member. The plan closed to new members on October 1, 2005 and was amended for active participants effective May 1, 2020, with accrual of pensionable service frozen as at April 30, 2020 (link to pensionable earnings remained). Pension annuity is therefore calculated by reference to the employee’s period of employment up to April 30, 2020, and pensionable salary at the date of retirement or earlier exit from employment. The December 31, 2023 value shown in the table above for Mr. Davies assumes a discount rate of 4.50% per annum. At the age of 60, Mr. Davies has met the retirement age for the plan which now assumes he retired immediately on the accounting date. Mr. Davies is compensated in GBP which is converted into USD for disclosure in this table. For purposes of this table, the spot exchange rate on December 31, 2023 ($1.27465) was used to convert GBP into USD. Potential Payments Upon Termination or Change of Control for Named Executive Officers The tables below describe the potential termination payments for the named executive officers under various termination of employment scenarios as if they occurred on December 31, 2023. As noted earlier, the Company does not have employment, severance, or change in control agreements with any of the named executive officers, except where required by local regulations or practices (e.g., Mr. Davies’ terms of employment reflect applicable legal requirements and practice in the U.K.). Rather, the rights of our executives with respect to specific events, including death, disability, severance, retirement, or a change in control of the Company, are covered by certain compensation and benefit plans of the Company, the material terms of which are summarized below. We are providing two sets of tables for each named executive officer to show you what the officer would receive if he no longer worked for the Company. The first table shows the vested plan amounts that the named executive officer would receive if he left the Company for any reason. Any other employee participating in these plans would also receive any vested amounts in these plans if he or she no longer worked for the Company. The second table shows what the named executive officers would receive under various hypothetical situations resulting in a termination of their employment. The second table does not include amounts disclosed in the first table. Both tables assume that the named executive officer’s employment terminated on December 31, 2023. Because the numbers disclosed are calculated as of that date and are subject to other estimates and assumptions, the actual amounts the named executive officer may receive may differ materially from those shown in the tables. Additional information on the calculations for the payouts are outlined in the common set of footnotes to the tables. Unless otherwise specified in the common set of footnotes to the tables, all payments and benefits would be provided by Ameriprise Financial, Inc. In addition to the amounts disclosed in these tables, the named executive officers would also receive any restricted stock units and restricted stock (or deferred stock units in the case of Mr. Davies) that vested on or before their termination date. The officer would also be able to exercise any vested stock options (or deferred stock options in the case of Mr. Davies). For more information, please see the Outstanding Equity Awards at Fiscal Year-End 2023 table on page 70.

  148. Ameriprise Financial Senior Executive Severance Plan

    Ameriprise Financial Senior Executive Severance Plan Messrs. Cracchiolo, Berman, Truscott and Sweeney are covered under the Company’s Senior Executive Severance Plan. To be eligible for severance benefits under this plan, a U.S.-based named executive officer must be terminated in connection with a workforce reduction, closure, or other similar event. Additionally, an employee who is involuntarily or constructively terminated within two years after a change in control is eligible for severance benefits. The severance amount is based upon a multiple of (i) the named executive officer’s annual base compensation plus (ii) the average bonus and incentive amount over the previous three years. The named executive officer also is entitled to the bonus amount that he otherwise would have received for the year in which the termination occurred, pro-rated for the period of employment during that year. During the severance period, medical and dental benefits will continue, and the Company has the right to continue other programs. The severance amount is payable in installments according to our regular payroll schedule, except that the payments which would be made during the sixth month period following termination will be made in a lump sum on the first payroll period of the seventh month following termination. If the named executive officer is reemployed by us, he must repay any severance amounts paid and forfeit any severance amounts not yet paid to the extent that those amounts relate to the portion of the severance period after the date of reemployment. In addition, named executive officers who incur an involuntary or constructive termination within two years after a change in control will have a credit made to their book reserve account in the Ameriprise Financial Supplemental Retirement Plan as of the date of termination equal to the value of employer contributions that would have been made to the Ameriprise Financial Retirement Plan, the Ameriprise Financial 401(k) Plan, the Ameriprise Financial Supplemental Retirement Plan, or other similar plans during the period for which the employee receives severance payments under this Plan. A change in control under the Senior Executive Severance Plan generally occurs if an unrelated person or entity acquires at least 30% of the voting power of our securities, an unrelated person or entity acquires at least 50% of the total voting power of our securities and at least 50% of the total fair market value of our equity or assets, or a majority of our Board is replaced during any 12-month period with persons whose appointment or election is not endorsed by a majority of our Board before the date of appointment or election. A constructive termination occurs if, within two years after a change in control, a named executive officer resigns or otherwise terminates employment without consent for any of the following reasons: (i) a reduction in overall total compensation opportunity; (ii) relocation to a location more than 35 miles from the named executive officer’s primary residence and more than 50 miles from the named executive officer’s then current work location; or (iii) a significant reduction in the named executive officer’s position, title, duties, or responsibilities. To constitute a constructive termination, the named executive officer must provide the Company with a thirty-day period to remedy the situation. With regard to golden parachute taxes, the best net approach is used, under which a named executive officer will receive reduced severance benefits if it results in a more favorable after-tax benefit for the officer. Mr. Davies is based in the U.K. and not eligible under the Company’s Senior Executive Severance Plan. If his employment is involuntarily terminated not for cause, he is contractually entitled to six months’ notice pay (whether he is required to work his notice period or not). During this notice period all benefits will continue. Additionally, Mr. Davies would be eligible for a severance payment based upon a percentage of (i) his annual base salary plus (ii) the average bonus and incentive amount over the previous two years prorated for the number of completed months in the performance year in which the termination occurs. Furthermore, if the circumstances of the involuntary not for cause termination amounted to a redundancy under local law Mr. Davies would also qualify for a statutory redundancy payment.

  149. Accelerated Vesting of Equity Compensation

    Accelerated Vesting of Equity Compensation We do not provide for any “single-trigger” acceleration of unvested incentive compensation upon a change in control for awards of equity compensation granted. Instead, the vesting of awards will only accelerate upon a “double-trigger” (change in control followed by termination for good reason or involuntary termination not for cause within two years).

  150. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation A pro rata annual cash incentive award may become payable in the event an executive is involuntarily or constructively terminated within two years of a change in control. The pro rata payment of these awards rewards the executive for performance prior to the change in control of his or her performance prior to the change in control transactions.

  151. Detrimental Conduct Agreements

    Detrimental Conduct Agreements To help protect our competitive position, the U.S.-based named executive officers have signed detrimental conduct agreements. Detrimental conduct includes: working for certain competitors; soliciting our customers or employees; and disclosing confidential information for a period of up to one year after termination of employment. The detrimental conduct agreements include a provision that requires the named executive officers to forfeit or repay the proceeds from some or all of their long-term incentive awards received up to two years prior to the end of their employment if they engage in conduct that is detrimental to us. In addition, the severance and post-employment benefits described above require the named executive officer to sign an agreement that includes a general release and other restrictive covenants, in addition to the detrimental conduct agreement. The detrimental conduct agreement was updated in April 2023 in conjunction with the restatement of the Company’s 2005 Incentive Compensation Plan and the termination of the Ameriprise Financial 2008 Employment Incentive Equity Award Plan. Key provisions of the policy, including the repayment terms, were not changed. The detrimental conduct agreement provides more details about the noncompete and nonsolicitation provisions, and also address the enforceability in a few states with different employment laws. In the U.K., Mr. Davies’ employment contract includes protective covenants covering: non-solicitation of our customers and employees; non-interference with our suppliers and disclosing confidential information for a period of up to six months after termination of employment. The following tables describe the potential termination payments for Mr. Cracchiolo for the various termination of employment scenarios, assuming separation of employment on December 31, 2023. These amounts are in addition to the payout of vested stock options and restricted stock awards listed on page 71.

  152. Detrimental Conduct Agreements

    | Vested Plan Balances Payable Upon Termination of Employment for any Reason(1) | | | Retirement Plan | $1,106,901 | | 401(k) Plan | 7,329,369 | | Supplemental Retirement Plan | 21,546,220 | | Deferred Compensation Plan | 116,407,494 | | Total | $146,389,984 |

  153. Detrimental Conduct Agreements

    | | Other Amounts Payable Upon Termination of Employment | | | | | | | | Voluntary Termination/ Retirement ($) | For Cause Termination ($) | Involuntary Not for Cause Termination ($) | Involuntary or Good Reason Termination following a Change in Control(10) ($) | Termination Due to Disability ($) | Termination Due to Death ($) | | Severance benefit(2) | — | — | 18,015,000 | 27,022,500 | — | — | | Payment of annual cash incentive award(3) | 8,375,000 | — | 8,375,000 | 7,448,750 | 8,375,000 | 8,375,000 | | Accelerated vesting of long-term performance share unit awards(4) | — | — | — | 20,075,282 | 20,075,282 | 20,075,282 | | Accelerated vesting of stock options(4) | — | — | — | 6,218,240 | 6,218,240 | 6,218,240 | | Accelerated vesting of restricted stock awards(4) | — | — | — | 10,564,212 | 10,564,212 | 10,564,212 | | Continued contributions to supplemental retirement plan(5) | — | — | — | 2,213,550 | — | — | | Accelerated vesting of deferred compensation plan match(6) | — | — | — | — | — | — | | Continued participation in health and welfare benefits(7) | — | — | 32,558 | 48,837 | — | — | | Payout of life insurance benefits(8) | — | — | — | — | — | 1,000,000 | | Present value of disability benefits(9) | — | — | — | — | 465,757 | — | | Total | 8,375,000 | — | 26,422,558 | 73,591,371 | 45,698,491 | 46,232,734 |

  154. Detrimental Conduct Agreements

    Walter S. Berman The following tables describe the potential termination payments for Mr. Berman for the various termination of employment scenarios, assuming separation of employment on December 31, 2023. These amounts are in addition to the payout of vested stock options and restricted stock awards listed on page 71.

  155. Detrimental Conduct Agreements

    | Vested Plan Balances Payable Upon Termination of Employment for any Reason(1) | | | Retirement Plan | $995,014 | | 401(k) Plan | 1,314,564 | | Supplemental Retirement Plan | 8,536,375 | | Deferred Compensation Plan | 31,805,691 | | Total | $42,651,644 |

  156. Detrimental Conduct Agreements

    | | Other Amounts Payable Upon Termination of Employment | | | | | | | | Voluntary Termination/ Retirement ($) | For Cause Termination ($) | Involuntary Not for Cause Termination ($) | Involuntary or Good Reason Termination following a Change in Control(10) ($) | Termination Due to Disability ($) | Termination Due to Death ($) | | Severance benefit(2) | — | — | 5,834,000 | 11,668,000 | — | — | | Payment of annual cash incentive award(3) | 3,230,000 | — | 3,230,000 | 3,206,500 | 3,230,000 | 3,230,000 | | Accelerated vesting of long-term performance share unit awards(4) | — | — | — | 7,414,408 | 7,414,408 | 7,414,408 | | Accelerated vesting of stock options(4) | — | — | — | 2,475,078 | 2,475,078 | 2,475,078 | | Accelerated vesting of restricted stock awards(4) | — | — | — | 3,211,083 | 3,211,083 | 3,211,083 | | Continued contributions to supplemental retirement plan(5) | — | — | — | 1,218,550 | — | — | | Accelerated vesting of deferred compensation plan match(6) | — | — | — | — | — | — | | Continued participation in health and welfare benefits(7) | — | — | 23,792 | 47,585 | — | — | | Payout of life insurance benefits(8) | — | — | — | — | — | 675,000 | | Present value of disability benefits(9) | — | — | — | — | — | — | | Total | 3,230,000 | — | 9,087,792 | 29,241,204 | 16,330,569 | 17,005,569 |

  157. Detrimental Conduct Agreements

    William F. Truscott The following tables describe the potential termination payments for Mr. Truscott for the various termination of employment scenarios, assuming separation of employment on December 31, 2023. These amounts are in addition to the payout of vested stock options and restricted stock awards listed on page 71.

  158. Detrimental Conduct Agreements

    | Vested Plan Balances Payable Upon Termination of Employment for any Reason(1) | | | Retirement Plan | $413,982 | | 401(k) Plan | 1,503,137 | | Supplemental Retirement Plan | 5,040,202 | | Deferred Compensation Plan | 3,265,873 | | Total | $10,223,194 |

  159. Detrimental Conduct Agreements

    | | Other Amounts Payable Upon Termination of Employment | | | | | | | | Voluntary Termination/ Retirement ($) | For Cause Termination ($) | Involuntary Not for Cause Termination ($) | Involuntary or Good Reason Termination following a Change in Control(10) ($) | Termination Due to Disability ($) | Termination Due to Death ($) | | Severance benefit(2) | — | — | 5,197,500 | 10,395,000 | — | — | | Payment of annual cash incentive award(3) | 2,700,000 | — | 2,700,000 | 2,835,000 | 2,700,000 | 2,700,000 | | Accelerated vesting of long-term performance share unit awards(4) | — | — | — | 5,993,084 | 5,993,084 | 5,993,084 | | Accelerated vesting of stock options(4) | — | — | — | 2,010,234 | 2,010,234 | 2,010,234 | | Accelerated vesting of restricted stock awards(4) | — | — | — | 2,683,119 | 2,683,119 | 2,683,119 | | Continued contributions to supplemental retirement plan(5) | — | — | — | 571,500 | — | — | | Accelerated vesting of deferred compensation plan match(6) | — | — | — | — | — | — | | Continued participation in health and welfare benefits(7) | — | — | 25,125 | 50,251 | — | — | | Payout of life insurance benefits(8) | — | — | — | — | — | 675,000 | | Present value of disability benefits(9) | — | — | — | — | 663,319 | — | | Total | 2,700,000 | — | 7,922,625 | 24,538,188 | 14,049,756 | 14,061,437 |

  160. Detrimental Conduct Agreements

    Joseph E. Sweeney The following tables describe the potential termination payments for Mr. Sweeney for the various termination of employment scenarios, assuming separation of employment on December 31, 2023. These amounts are in addition to the payout of vested stock options and restricted stock awards listed on page 71.

  161. Detrimental Conduct Agreements

    | Vested Plan Balances Payable Upon Termination of Employment for any Reason(1) | | | Retirement Plan | $910,110 | | 401(k) Plan | 2,302,715 | | Supplemental Retirement Plan | 3,337,016 | | Deferred Compensation Plan | 1,945,835 | | Total | $8,495,676 |

  162. Detrimental Conduct Agreements

    | | Other Amounts Payable Upon Termination of Employment | | | | | | | | Voluntary Termination/ Retirement ($) | For Cause Termination ($) | Involuntary Not for Cause Termination ($) | Involuntary or Good Reason Termination following a Change in Control(10) ($) | Termination Due to Disability ($) | Termination Due to Death ($) | | Severance benefit(2) | — | — | 3,787,500 | 7,575,000 | — | — | | Payment of annual cash incentive award(3) | 2,040,000 | — | 2,040,000 | 1,867,500 | 2,040,000 | 2,040,000 | | Accelerated vesting of long-term performance share unit awards(4) | — | — | — | 3,673,842 | 3,673,842 | 3,673,842 | | Accelerated vesting of stock options(4) | — | — | — | 1,233,371 | 1,233,371 | 1,233,371 | | Accelerated vesting of restricted stock awards(4) | — | — | — | 1,657,958 | 1,657,958 | 1,657,958 | | Continued contributions to supplemental retirement plan(5) | — | — | — | 657,750 | — | — | | Accelerated vesting of deferred compensation plan match(6) | — | — | — | — | — | — | | Continued participation in health and welfare benefits(7) | — | — | 30,170 | 60,339 | — | — | | Payout of life insurance benefits(8) | — | — | — | — | — | 600,000 | | Present value of disability benefits(9) | — | — | — | — | 753,859 | — | | Total | 2,040,000 | — | 5,857,670 | 16,725,760 | 9,359,030 | 9,205,171 |

  163. Detrimental Conduct Agreements

    William Davies* The following tables describe the potential termination payments for Mr. Davies for the various termination of employment scenarios, assuming separation of employment on December 31, 2023. These amounts are in addition to the payout of vested stock options and restricted stock awards listed on page 71.

  164. Detrimental Conduct Agreements

    | Vested Plan Balances Payable Upon Termination of Employment for any Reason(1) | | | Threadneedle Pension Plan | $2,155,670 | | Threadneedle Fund Deferral Plan | 310,900 | | Total | $2,466,570 |

  165. Detrimental Conduct Agreements

    | | Other Amounts Payable Upon Termination of Employment | | | | | | | | Voluntary Termination/ Retirement ($) | For Cause Termination ($) | Involuntary Not for Cause Termination ($) | Involuntary or Good Reason Termination following a Change in Control(10) ($) | Termination Due to Disability ($) | Termination Due to Death ($) | | Severance benefit(2) | — | — | 3,055,973 | — | — | — | | Payment of annual cash incentive award(3) | 1,177,777 | — | — | — | 1,177,777 | 1,177,777 | | Accelerated vesting of long-term performance share unit awards(4) | — | — | — | 164,593 | 164,593 | 164,593 | | Accelerated vesting of stock options(4) | — | — | 24,341 | 73,024 | 73,024 | 73,024 | | Accelerated vesting of restricted stock awards(4) | — | — | 887,322 | 1,426,529 | 1,426,529 | 1,426,529 | | Payout of life insurance benefits(8) | — | — | — | — | — | 3,964,147 | | Total | 1,177,777 | — | 3,967,636 | 1,664,146 | 2,841,923 | 6,806,070 |

  166. Detrimental Conduct Agreements

    | * Mr. Davies is compensated in GBP which is converted into USD for disclosure in this table. For purposes of this table, the spot exchange rate on December 31, 2023 ($1.27465) was used to convert GBP into USD. |

  167. Detrimental Conduct Agreements

    | (1) In the event of termination of employment for any reason, the U.S-based executives (Messrs. Cracchiolo, Berman, Truscott, and Sweeney) are eligible to receive these vested amounts under the Company’s retirement, 401(k), supplemental retirement, and deferred compensation plans while the U.K. based executive (Mr. Davies) is eligible to receive these vested amounts under the Threadneedle Pension Plan (applicable in the event of termination of employment for any reason other than the death of the executive) and the Threadneedle Deferral Plan. The amounts deferred under the Company’s Deferred Compensation Plan will also be paid out immediately to the U.S-based executive following a change in control, including any amounts of unvested Company match which will become vested upon a change in control. |

  168. Detrimental Conduct Agreements

    | (2) Under the U.S.-based Ameriprise Financial Senior Executive Severance Plan, the severance multiples for involuntary not for cause termination unrelated to a change in control are two times the sum of base salary and the average annual cash incentive award over the previous three years for Mr. Cracchiolo. For the named executive officers other than Mr. Cracchiolo, the severance multiple is one and one-half times the sum of base salary and the average annual cash incentive award over the last three years. For involuntary termination not for cause or constructive termination within two years following a change in control, severance is equal to the following multiples of the sum of base salary plus the average annual cash incentive award received over the previous three years: Mr. Cracchiolo (three times); Messrs. Berman, Truscott, and Sweeney (three times); and any new U.S.-based executive officer hired or promoted after March 19, 2008 (two times). For all participants under the Ameriprise Financial Senior Executive Severance Plan, the severance benefit is payable in biweekly installments, beginning on the seventh month following the executive’s termination of employment (i.e., following a six-month delay), not exceeding the duration during which the executive is entitled to receive severance benefits under the plan. |

  169. Detrimental Conduct Agreements

    | Mr. Davies is based in the United Kingdom and would receive benefits under his employment agreement. If his employment is involuntarily terminated not for cause, he is contractually entitled to six months’ notice pay (whether he is required to work his notice period or not). During this notice period all benefits will continue. Additionally, Mr. Davies would be eligible for a severance payment based upon a percentage of (i) his annual base salary plus (ii) the average bonus and incentive amount over the previous two years prorated for the number of completed months in the performance year in which the termination occurs. Furthermore, if the circumstances of the involuntary not for cause termination amounted to a redundancy under local law, Mr. Davies would also qualify for a statutory redundancy payment in the amount of £18,968.50/$24,178. |

  170. Detrimental Conduct Agreements

    | (3) If an executive leaves due to involuntary not for cause termination unrelated to change in control, retirement, death or disability, the amount paid to the executive for their annual cash incentive award for the year in which their termination of employment occurs is prorated to reflect the period of the year that was worked, based on actual performance, and fully discretionary. The hypothetical amount shown in the table is based on the actual cash incentive award earned for 2023 performance. In the event of involuntary termination not for cause within two years of a change of control, the U.S.-based executive will receive the average of the prior two years’ annual cash incentive awards in a lump sum following the executive’s termination of employment. The hypothetical amount shown in the table is based on the average of the actual cash incentive awards earned for 2021 and 2022. |

  171. Detrimental Conduct Agreements

    | In the event of termination by the Company for reasons other than cause, Mr. Davies may be considered, at the discretion of the Company, for a cash payment in lieu of an annual incentive compensation award, taking into consideration all circumstances the Company deems relevant, including the circumstances of Mr. Davies leaving and his contributions to the Company over his career. In the event of Involuntary Not for Cause Termination, a portion of the severance benefit amount already includes the average bonus and incentive amount over the previous two years prorated for the number of completed months in the performance year in which the termination occurs, so no additional incentive amount will be award (beyond what is already included in severance). |

  172. Detrimental Conduct Agreements

    | (4) In the event of death or disability, vesting accelerates for all outstanding stock options, restricted shares, and on a prorated basis for all outstanding performance shares. For all awards, vesting of outstanding stock options, restricted shares/deferred stock units, and performance shares is not accelerated solely due to a change in control and also requires an involuntary or good reason termination of employment within two years following the change in control. In such an instance, vesting is accelerated in full for outstanding stock options and restricted shares/deferred stock units and on a prorated basis for outstanding performance shares. In the event of retirement, outstanding restricted shares/deferred stock units, performance shares, and stock options granted in the year of retirement are forfeited. For awards granted prior to the year of retirement, vesting does not accelerate upon retirement, but the awards remain outstanding and continue to vest. |

  173. Detrimental Conduct Agreements

    | In the event of death or disability, vesting accelerates for all outstanding deferred stock units and are paid out immediately. In the event of involuntary termination not for cause, deferred stock units scheduled to vest in the next 12 months will vest as scheduled. All other deferred stock units are forfeited. |

  174. Detrimental Conduct Agreements

    | (5) In the event of involuntary termination not for cause or constructive termination within two years of a change of control, the U.S.-based executives will receive the value of Company contributions that would have been made on his behalf to the Company’s retirement, 401(k), and supplemental retirement plans during the severance period. Immediately upon a change in control, the entire value of each executive’s account under the supplemental retirement plan will be transferred to a trust established for this purpose. Continued contributions will be credited to the executive’s account under the supplemental retirement plan as of the date of the executive’s termination of employment. Payment is made from the trust in a lump sum or annual installments based on the executive’s distribution election under the supplemental retirement plan. |

  175. Detrimental Conduct Agreements

    | (6) In the event of a change of control, death or disability, vesting fully accelerates on the Company match portion of the deferred compensation plan for all U.S.-based participants, and each participant is paid his deferred compensation plan balance shortly following the triggering event (i.e., death, disability, or change in control). For participants who are retirement eligible (applicable to our named executive officers), the Company match is currently fully vested. |

  176. Detrimental Conduct Agreements

    | (7) In the event of involuntary termination not for cause or good reason termination of employment within two years of the change in control, the U.S.-based executive is provided continued participation in the medical, dental, and life insurance benefits during the severance period. |

  177. Detrimental Conduct Agreements

    | (8) For U.S.-based executives, reflects the life insurance benefit payable for both Company-provided and employee-purchased coverage. All employees including the named executive officers are provided a Company-funded coverage of one times base salary. |

  178. Detrimental Conduct Agreements

    | For Mr. Davies, a U.K.-based executive, reflects the life insurance benefit payable for Company provided coverage at four times annual base salary (capped at the U.K. notional earnings cap of £205,200 for the 2022/23 U.K. tax year) plus eight times annual base salary in excess of the notional earnings cap, plus the capital value of a spouse’s pension of £51,833 /$66,069 per annum paid from the Threadneedle Pension Plan. |

  179. Detrimental Conduct Agreements

    | (9) In the event of disability, the U.S. based executive would be eligible to receive disability income as long as they remained disabled until reaching age 65. The amount shown indicates the present value of potential future disability payments that would be received between December 31, 2023 and the executive reaching age 65, using a 5.16% discount rate. |

  180. Detrimental Conduct Agreements

    | (10) Named executive officers are not eligible to receive a payment from the Company to put the executive in the same after-tax position as if no excise taxes under Internal Revenue Code Section 280G had been imposed. |

  181. Detrimental Conduct Agreements

    CEO Pay Ratio Securities and Exchange Commission rules require public companies to disclose the ratio of the annual total compensation of their chief executive officer to the median of the annual total compensation of all of the Company’s employees, other than the chief executive officer. For Ameriprise we explain below how we made reasonable efforts to identify the median employee and calculate both the individual’s annual total compensation and the annual total compensation of our chief executive officer for this purpose. As permitted by the Securities and Exchange Commission, we have used reasonable estimates, assumptions, and methodologies to prepare this disclosure. Because the Securities and Exchange Commission gives companies flexibility to calculate their CEO pay ratio in a manner that best suits their facts and circumstances, our CEO pay ratio is specific to Ameriprise and should not be used as a basis for comparison with the CEO pay ratios disclosed by other companies. The median employee used for purposes of determining our 2022 CEO pay ratio left the Company during 2023. We re-identified a new median employee for 2023 using our global population as of October 31, 2023, in accordance with SEC rules. Consistent with prior years, we identified our median employee by using total cash compensation: base salary plus any cash bonuses or commissions. For this year’s disclosure, our new median employee was determined using the same methodology as prior years. We included the total cash compensation of our approximately 14,000 full- and part-time employees – including our employee financial advisors – from all 21 countries in which we operate. We did not include our approximately 8,100 franchise financial advisors even though they form a significant part of our business, because they – and their staff – are not our employees. We did not make any cost-of-living adjustments, or account separately for regional pay differences other than converting foreign currencies to U.S. dollars. Next, we calculated our median employee’s annual total compensation using the same methodology that we use for our chief executive officer and our other named executive officers for purposes of the Summary Compensation Table on page 67. We then added the value of Company-provided insurance. This is consistent with how we communicate with our employees through our My Ameriprise employee value proposition. Using this methodology, our median employee’s annual total compensation for 2023 was $133,296. We also added the value of Company-provided insurance ($16,279) to our CEO’s 2023 annual total compensation as reported in the Summary Compensation Table. The resulting ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 213:1. Excluding our India employee population, we determined that the annual total compensation of the median compensated non-India based employee, other than our CEO, was $148,871. The ratio of this employee’s compensation to that of our CEO was 191:1. 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 and 2023, 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 46.

  182. Detrimental Conduct Agreements

    | Year(1) (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO(2)(3) ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) (e) | Value of Initial Fixed $100 Investment Based on:(5) | | GAAP Net Income(7) ($m) (h) | Adjusted Operating EPS excluding Unlocking (diluted)(7)(8) (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return(6) (g) | | | | 2023 | 28,378,031 | 48,624,071(4) | 6,822,427 | 11,135,219(4) | $246 | $133 | $2,556 | $29.58 | | 2022 | 22,847,623 | 34,989,082 | 6,142,835 | 8,829,365 | $199 | $118 | $3,149 | $24.43 | | 2021 | 21,229,464 | 63,512,752 | 7,395,895 | 20,347,877 | $189 | $132 | $3,417 | $22.53 | | 2020 | 20,794,703 | 43,974,265 | 6,831,573 | 13,278,643 | $120 | $98 | $1,534 | $16.86 |

  183. Detrimental Conduct Agreements

    | (3) For the portion of Compensation Actually Paid that is based on year-end stock prices, the following prices were used: 2023 - $379.83, 2022 - $311.37, 2021 - $301.66, 2020 -$194.33. |

  184. Detrimental Conduct Agreements

    | (4) 2023 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: |

  185. LIABILITY OF DIRECTORS AND OFFICERS

    LIABILITY OF DIRECTORS AND OFFICERS Section 1. General. No Director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a Director or officer, as applicable, except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may hereafter be amended. Section 2. Repeal or Modification. Any repeal or modification of this Article VI by the stockholders of the Corporation shall not adversely affect any right or protection of a Director, officer or the Corporation existing at the time of such repeal or modification. If the DGCLGeneral Corporation Law of the State of Delaware is amended after the filing of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of Directors or officers, then the liability of a Director or officer, as applicable, of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.