Amy DiGeso
AMERIPRISE FINANCIALAbout Amy DiGeso
Independent director at Ameriprise Financial since 2014; age 72. She serves as Chair of the Nominating & Governance Committee, and is a member of the Compensation & Benefits Committee and the Executive Committee. The Board has determined she is independent (all directors other than the CEO), and she attended 100% of Board and committee meetings in 2024. Education: MBA (Global Management) – Fordham University; BS – Pennsylvania State University. Core credentials: global human capital leadership, succession planning and executive compensation, strategic and operational oversight in consumer products and financial services, and large-scale direct selling expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Estée Lauder Companies Inc. | EVP, Global HR; Executive Director of HR; Senior Advisor | EVP Global HR 2005–2013; Senior Advisor 2013–2014 | Led complex human capital strategies, succession planning, talent recruitment and development, and executive compensation programs . |
| PricewaterhouseCoopers | Managing Partner, Human Capital | Not disclosed | Responsible for global HR; executive leadership in compensation and talent . |
| Popular Club, Inc. (Macy’s subsidiary) | President | Not disclosed | Led large-scale direct marketing/sales operations . |
| Mary Kay Inc. | Chief Executive Officer | Not disclosed | Executive leadership of a direct selling business . |
| Bankers Trust; American Express; Olivetti | Various roles | Not disclosed | Strategic and operational planning experience in financial services and technology . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | No current public company directorships . |
Board Governance
- Committee assignments: Chair – Nominating & Governance; Member – Compensation & Benefits; Member – Executive .
- Committee activity: Nominating & Governance met 2 times in 2024; Compensation & Benefits met 7 times; Executive Committee met as needed (no meetings in 2024) .
- Independence: Board determined all directors other than the CEO are independent; 7 of 8 nominees independent in 2025 slate .
- Attendance: Board met 6 times; all current director nominees attended all Board and committee meetings on which they served .
- Stock ownership guidelines: Directors targeted to hold equity worth 5× annual cash retainer within five years; all directors with ≥5 years on the Board (including DiGeso) are in compliance. Directors prohibited from hedging/pledging company stock .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Standard outside director retainer; no meeting fees . |
| Committee Chair Retainer | $20,000 | Nominating & Governance Committee chair add-on (chair total committee retainer $30,000) . |
| Committee Member Retainer | $20,000 | Compensation & Benefits Committee member; member retainers: Comp $10k, Nominating $10k, Audit $15k . |
| Equity Retainer (DSUs) | $190,000 | Granted as Deferred Share Units immediately after annual meeting . |
| All Other Compensation | $2,000 | Charitable matching gift program (up to $2,000 annually) . |
| Total 2024 Compensation | $342,000 | — |
- Program update: Annual equity retainer increased to $210,000 effective at the 2025 Annual Meeting; cash/committee retainer structure unchanged .
Performance Compensation
Directors do not receive performance-based cash bonuses or options; equity is delivered via DSUs that track AMP common stock value and reinvest dividends.
| DSU Activity (2024) | Amount (Units) | Notes |
|---|---|---|
| DSU Balance as of 12/31/2023 | 11,424 | Annual equity grant account. |
| DSUs Credited – Annual Equity Grant (2024) | 460 | Based on $190,000 divided by grant-date closing price per plan terms . |
| DSUs Credited – Reinvested Dividends (2024) | 151 | Dividend equivalents reinvested . |
| Total DSUs Credited in 2024 | 611 | Sum of annual grant + dividends. |
| DSU Balance as of 12/31/2024 | 12,036 | — |
Other Directorships & Interlocks
- Current public company boards: None .
- Compensation committee interlocks: None for the Compensation & Benefits Committee on which DiGeso serves .
Expertise & Qualifications
- Human capital leadership for multinational companies; succession planning, executive compensation program design; strategic and operational planning across consumer products and financial services; large-scale direct selling business leadership .
Equity Ownership
| Measure (as of 3/3/2025) | Amount | Notes |
|---|---|---|
| Shares Owned | 156 | Sole voting/investment power; percent of class less than 1% . |
| DSUs/RSUs | 12,069 | Non-voting; settle in stock after service ends . |
| Total Beneficial + DSUs/RSUs | 12,225 | Disclosure includes phantom units to show stake . |
| Ownership Guideline Compliance | In compliance | Directors with ≥5 years meet 5× retainer guideline . |
| Prohibitions | No hedging or pledging allowed | Applies to directors/executives . |
| Market Value of Equity Holdings | $6,502,604 (at $531.92 on 3/3/2025) | Company disclosure of director equity value . |
Governance Assessment
- Strengths: Independent director with deep HR and compensation expertise; chairs the Nominating & Governance Committee (oversight of CSR reporting, political spending, director compensation); strong engagement record and 100% meeting attendance; equity-heavy director pay with robust stock ownership guidelines and compliance; prohibitions on hedging/pledging enhance alignment .
- Compensation mix and alignment: Cash retainer plus DSUs; no options/meeting fees; DSUs reinforce shareholder alignment; modest perquisites with disclosed charitable match; equity retainer increased to maintain competitiveness while maintaining structure .
- Conflicts and related-party exposure: Company’s related-person policy overseen by Audit & Risk; ordinary-course transactions (e.g., margin loans at standard terms; insurance/brokerage services) permitted; no pledging; no DiGeso-specific related-party transactions disclosed—risk appears low .
- Signals: Committee activity and leadership in governance suggest active oversight; positive shareholder support for broader compensation program (89% say-on-pay) indicates constructive investor dialogue, though directed at executives rather than directors .
RED FLAGS: None disclosed specific to DiGeso. No pledging or hedging, no interlocks, full attendance, and ordinary-course related-person transactions are managed under policy .