Christopher J. Williams
AMERIPRISE FINANCIALAbout Christopher J. Williams
Christopher J. Williams (age 67) is an independent director of Ameriprise Financial, serving since 2016; he chairs the Audit and Risk Committee and sits on the Executive and Nominating & Governance Committees . He is Chairman of Siebert Williams Shank & Co., LLC and previously founded and led The Williams Capital Group/Williams Capital Management (1994–2019); earlier, he managed derivatives and structured finance at Jefferies and held capital markets and derivatives roles at Lehman Brothers . He holds an MBA from Dartmouth’s Tuck School of Business and a Bachelor of Architecture from Howard University . The Board has determined he is independent (all directors except the CEO are independent) and he meets the SEC definition of an “Audit Committee Financial Expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siebert Williams Shank & Co., LLC | Chairman | 2019–present | Leadership of investment banking/financial services firm |
| The Williams Capital Group, L.P. / Williams Capital Management, LLC | Chairman & CEO | 1994–2019 | Founded and led firm until merger into SWS in Nov 2019 |
| Jefferies & Company | Managed derivatives & structured finance | Not disclosed | Oversight of derivatives/structured finance |
| Lehman Brothers | Corporate debt capital markets; derivatives structuring/trading | Not disclosed | Capital markets and derivatives leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Director | 2015–present | Public company board service |
| Union Pacific Corporation | Director | 2019–present | Public company board service |
| Cox Enterprises (private) | Director | Not disclosed | Private company board service |
| Lincoln Center for the Performing Arts | Board Member | Not disclosed | Non-profit governance |
| Caesar’s Entertainment Corporation | Former Director | 2008–2019 | Public company board service |
| Wal-Mart Stores, Inc. | Former Director | 2004–2014 | Public company board service |
| Tuck School of Business (Dartmouth) | Former Chair | Not disclosed | Academic board leadership |
Board Governance
| Committee | 2024 Meetings | Role |
|---|---|---|
| Audit and Risk | 11 | Chair; Audit Committee Financial Expert |
| Compensation & Benefits | 7 | Not a member |
| Nominating & Governance | 2 | Member |
| Executive | 0 (meets as needed) | Member; no meetings held in 2024 |
- Attendance and engagement: The Board met six times in 2024; all current director nominees attended all Board and committee meetings on which they served during the year .
- Independence and structure: 7 of 8 director nominees are independent; independent presiding director leads regular executive sessions; all standing committees (Audit & Risk, Compensation & Benefits, Nominating & Governance) are composed solely of independent directors .
- Governance practices: Directors are prohibited from hedging or pledging AMP stock; overboarding limits are four public boards (two for public-company executives); audit committee service limited to three audit committees; directors cannot be nominated after age 75 .
- Risk oversight: As Audit & Risk Chair, Williams oversees enterprise risk management, cybersecurity/privacy risk, auditor oversight, and executive sessions with CRO, internal audit, and external auditors; the Audit & Risk Committee issued its report with Williams as signatory .
Fixed Compensation
| Component | FY 2024 | FY 2025 Plan |
|---|---|---|
| Annual Cash Retainer ($) | 110,000 | 110,000 (unchanged) |
| Annual Equity Retainer (DSUs) ($) | 190,000 | 210,000 (increase effective at 2025 Annual Meeting) |
| Committee Chair Retainer ($) | Audit Chair: 30,000 (total committee retainer $45,000) | Audit Chair: 30,000 (total $45,000) |
| Committee Member Retainers ($) | Audit member: 15,000; Nominating & Governance: 10,000; (Executive: no retainer) | Same structure |
| Presiding Director Retainer ($) | Not applicable | Not applicable |
2024 Director compensation breakdown for Williams:
| Component | Amount ($) |
|---|---|
| Annual Cash Retainer | 110,000 |
| Committee Chair Retainer | 30,000 |
| Committee Member Retainers | 25,000 |
| Stock Awards (DSUs) | 190,000 |
| Total | 355,000 |
- Deferral elections: In 2024, Williams elected to defer 100% of his cash retainers under the Ameriprise Deferred Share Plan for Outside Directors, allocating 100% to the Ameriprise Common Stock Fund .
- Perquisites: No director meeting fees; charitable matching up to $2,000 annually; Company does not provide tax gross-ups on director perquisites .
Performance Compensation
Ameriprise does not use performance-based incentives for outside directors; equity is delivered as DSUs under the Deferred Share Plan with standard features rather than PSUs or stock options .
Deferred Share Plan features:
| Feature | Terms |
|---|---|
| Annual DSU Grant | $190,000 (pro-rated for partial first-year service); delivered immediately after the Annual Meeting |
| Elective Retainer Deferral | Up to 100% of cash/committee retainers in 25% increments; invested in Ameriprise DSUs or a cash account at market interest |
| Dividend Equivalents | Reinvested into additional DSUs at each dividend payment |
| Distribution | Single payment in shares following end of service; elective distribution choices for deferrals (lump sum at specified date/end of service, or installments) |
| Change in Control | Immediate distribution of DSU accounts in shares; deferrals distributed in cash or shares (to the extent invested in DSUs) |
DSU activity (units):
| Metric | Dec 31, 2023 | Credited in 2024 | Dec 31, 2024 |
|---|---|---|---|
| Annual Equity Grant DSUs | 8,107 | 460 (grant) + 108 (dividends) = 568 | 8,675 |
| Retainer Deferral DSUs | 3,236 | 330 (deferral+dividends) | 3,565 |
| Total DSUs | 11,342 | 898 | 12,241 |
Other Directorships & Interlocks
| Company | Industry | Role | Interlock/Notes |
|---|---|---|---|
| The Clorox Company | Consumer staples | Director (current) | Public company board; no AMP compensation committee interlocks disclosed |
| Union Pacific Corporation | Industrials (railroad) | Director (current) | Public company board; no AMP compensation committee interlocks disclosed |
| Caesar’s Entertainment Corporation | Consumer discretionary | Director (former) | 2008–2019 |
| Wal-Mart Stores, Inc. | Consumer discretionary | Director (former) | 2004–2014 |
- Interlocks: The AMP Compensation & Benefits Committee disclosed no interlocks or insider participation (no member is an executive of a company where an AMP executive serves as director) .
Expertise & Qualifications
- Extensive investment banking and finance experience; perspective as board chair and CEO; public and private governance; business planning, finance, and long-term strategy .
- Audit literacy and risk oversight: Audit & Risk Committee chair; Audit Committee Financial Expert per SEC rules .
- Education: MBA (Tuck, Dartmouth); B.Arch (Howard) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Owned (direct/indirect) | 200 |
| DSUs/RSUs (no voting rights) | 12,313 |
| Total Beneficial + DSUs/RSUs | 12,513 |
| Percent of Class | <1% |
| Dollar Value of Equity Holdings (as of Mar 3, 2025; market price $531.92) | $6,655,883 |
- Ownership guidelines: Directors are expected to hold 5× the annual cash retainer within five years; all directors with five years of service are in compliance (Williams joined the Board in 2016) .
- Hedging/pledging: Prohibited for directors; none of the directors’ shares are pledged .
Governance Assessment
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Strengths:
- Audit and Risk leadership with financial expert credentials; central role in risk, cybersecurity, and financial reporting oversight .
- Strong engagement: perfect attendance across Board/committee meetings in 2024; Audit & Risk held 11 meetings, indicating high oversight intensity .
- Ownership alignment: substantial DSU holdings and personal share ownership; deferral of 100% cash retainers into AMP stock enhances alignment; exceeds 5× retainer guideline .
- Governance-friendly compensation: no meeting fees, no options; DSU-based equity; no perquisite tax gross-ups .
-
Potential risks/flags to monitor:
- External time commitments: concurrent service on two other public boards (Clorox, Union Pacific); within AMP’s overboarding limits (≤4 for non-executive directors), but monitor cumulative committee load, particularly audit committee limits (≤3) across boards .
- Related-party transactions: AMP discloses a robust review policy; the “Certain Transactions” section lists ordinary-course relationships but does not identify Williams in any related-person transaction; continue monitoring for any future related-party exposure .
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Shareholder sentiment: AMP’s 2024 say‑on‑pay support was ~89%, supporting compensation governance broadly; while focused on executives, it reflects investor confidence in overall governance processes overseen by the Board .