Brian T. Shea
AMERIPRISE FINANCIALAbout Brian T. Shea
Independent director of Ameriprise Financial (AMP) since 2019; age 64. Serves on the Audit & Risk Committee (Audit Committee Financial Expert under SEC rules) and the Nominating & Governance Committee. Former Vice Chairman and CEO of Investment Services at BNY Mellon and long-tenured executive leader at Pershing, LLC. Education: MBA (Finance) from Pace University; BS (Business Management) from St. John’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon | Vice Chairman and CEO, Investment Services | 2013–2017 | Led investment services; executive leadership of technology and cybersecurity |
| Pershing, LLC (BNY Mellon company) | Chairman, CEO; President & COO; other executive roles | 1983–2014 | Global operations; brokerage and investment industry expertise |
| FINRA | Board member; Chair, National Adjudicatory Council | Not disclosed | Chair of FINRA NAC; former chair of FINRA Membership Committee |
| Depository Trust & Clearing Corp. (DTCC) | Former board member | Not disclosed | Control functions and corporate governance experience |
| Insured Retirement Institute | Former board member | Not disclosed | Industry advocacy/governance |
| SIFMA | Former chair of Membership Committee | Not disclosed | Industry leadership |
External Roles
| Organization | Role | Type | Tenure | Notes |
|---|---|---|---|---|
| The RBB Fund, Inc. and The RBB Fund Trust | Director | Investment company boards (fund complexes) | 2018–present | RBB Fund, Inc. is a complex of 66 open‑end portfolios; RBB Fund Trust is a complex of 10 open‑end portfolios |
| Barclays PLC | Director | Public company | 2024–present | Large global bank |
| Fidelity National Information Services (FIS) | Former Director | Public company | 2018–2024 | Prior public board; payments/fintech |
| WisdomTree Investments, Inc. | Former Director | Public company | 2018–2019 | Prior public board; asset management |
| Catholic Charities of New York | Board member | Non-profit | Not disclosed | Community service |
| Tomorrow’s Hope Foundation | Board member | Non-profit | Not disclosed | Education philanthropy |
| St. John’s University | Trustee emeritus | Academic | Not disclosed | Alumni leadership |
Board Governance
- Independence: Listed as independent; serves on Audit & Risk and Nominating & Governance; designated Audit Committee Financial Expert .
- Committee membership and meeting cadence: Audit & Risk met 11 times in 2024; Nominating & Governance met 2 times; Executive Committee met as needed (none in 2024) .
- Attendance: The Board met six times in 2024, and all current director nominees attended all Board and committee meetings on which they served; directors also expected to attend the Annual Meeting (all directors attended in 2024) .
- Board leadership and practices: Independent Presiding Director; regular executive sessions of independent directors and independent committee chairs; majority voting with director resignation policy; proxy access; no poison pill; annual say-on-pay vote; overboarding limits (public company executives ≤2 boards; other directors ≤4); age cap (no nominations after age 75) .
- Committee charters and codes: Written charters for Audit & Risk, Compensation & Benefits, Nominating & Governance; Corporate Governance Guidelines and Board Code of Business Conduct posted; robust insider trading, hedging and pledging prohibitions for directors and executives .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 110,000 | Outside director cash retainer |
| Committee chair retainer | — | No chair role in 2024 |
| Committee member retainer | 25,000 | Committee membership fee |
| All other compensation | 2,000 | Charitable match program |
| Total cash | 135,000 | Sum of cash components |
| Stock awards (DSUs, grant date fair value) | 190,000 | Annual DSU grant; valued at grant date |
| Total compensation | 327,000 | Cash + equity + other |
- Compensation governance: Nominating & Governance reviews outside director pay; based on Semler Brossy market analysis, Board approved increasing the annual equity retainer from $190,000 to $210,000 effective at the 2025 Annual Meeting .
- Compensation consultant independence: Compensation & Benefits Committee confirmed Semler Brossy independent on Feb 20, 2025, after reviewing SEC/NYSE-required factors .
Performance Compensation
| Equity Grant Feature | Detail |
|---|---|
| Instrument | Deferred Share Units (DSUs) (equity-based) |
| Grant valuation | Dollar value divided by closing price on Annual Meeting date for directors elected at the 2024 Annual Meeting |
| Dividend equivalents | Deemed dividends credited and reinvested into additional DSUs |
| Performance conditions | None disclosed for director DSUs (time-based equity; no PSU metrics for outside directors) |
DSU activity (2024):
| Metric | 2023 DSU Balance (units) | DSUs Credited 2024 – Annual Grant (units) | DSUs Credited 2024 – Reinvested Dividends (units) | 2024 DSU Balance (units) |
|---|---|---|---|---|
| Brian T. Shea | 4,370 | 460 | 60 | 4,891 |
Director stock ownership guideline: Directors expected to hold Ameriprise equity valued at 5× annual cash retainer within five years of joining the Board; directors are prohibited from hedging or pledging Ameriprise stock .
Other Directorships & Interlocks
| Company/Entity | Overlap Type | Potential Interlock Consideration |
|---|---|---|
| Barclays PLC | External public board | Global bank; no AMP-related party transactions with Barclays disclosed in proxy |
| The RBB Fund, Inc. / The RBB Fund Trust | External investment company boards | Fund complexes; standard asset management ecosystem; no AMP related-party exposure to RBB disclosed |
| Prior: FIS; WisdomTree | Former public boards | Prior affiliations; no current interlocks with AMP disclosed |
Related party transactions: Proxy notes ordinary-course transactions with significant shareholders (e.g., BlackRock, Vanguard) and that directors/officers may have margin loans and product relationships through AMP subsidiaries on market/public terms; no director-specific conflicts for Shea are disclosed; directors are prohibited from pledging AMP stock .
Expertise & Qualifications
-
30 years financial services; banking, brokerage, investment industries .
- Executive leadership of technology and cybersecurity; global operations; M&A; control functions and corporate governance .
- Audit & Risk expertise: Designated Audit Committee Financial Expert under SEC rules .
- Education: MBA (Finance) Pace University; BS (Business Management) St. John’s University .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | Percent of Class | DSUs/RSUs | Total Beneficial + DSUs/RSUs |
|---|---|---|---|---|---|
| Brian T. Shea | 3,179 (incl. trusts/IRAs/etc.) | — | * (<1%) | 4,905 | 7,994 |
- Prohibitions: Directors and executive officers are prohibited from hedging or pledging AMP stock; none of the shares owned by directors/executives are pledged .
- Ownership guideline and holdings value: Directors expected to hold 5× annual cash retainer within five years; as of March 3, 2025, the value of Shea’s common stock and DSUs was $4,251,907 (based on $531.92 closing price) .
Governance Assessment
- Positive signals: Independent status; Audit Committee Financial Expert; perfect 2024 attendance across Board and committees; robust executive sessions and strong shareholder rights; independent compensation consultant affirmed; equity-heavy director pay fosters alignment; strict hedging/pledging prohibitions reduce alignment risk .
- Compensation mix and alignment: 2024 pay is predominantly equity (DSUs at $190k vs $135k cash), reinforcing long-term alignment; DSUs accrue dividend equivalents, further linking director interests to shareholders .
- Conflicts/related-party exposure: No Shea-specific related party transactions disclosed; ordinary-course relationships (margin loans/products) provided on market terms; no pledging/hedging allowed—reduces red flags .
- Board effectiveness: Active risk oversight through Audit & Risk; governance oversight via Nominating & Governance; structured charters and evaluation processes indicate mature governance .
RED FLAGS: None disclosed for Shea on attendance, pledging/hedging, or related-party transactions in the proxy; overboarding controlled by policy; age cap in place .