Robert F. Sharpe, Jr.
AMERIPRISE FINANCIALAbout Robert F. Sharpe, Jr.
Independent Presiding Director of Ameriprise Financial (AMP); age 73; director since 2005. Former ConAgra Foods executive (President, Commercial Foods; Chief Administrative Officer), with prior senior legal and public affairs roles at PepsiCo and RJR Nabisco; Partner at Brunswick Group. Education: JD (Wake Forest), BS (Purdue), BA (DePauw). The Board classifies him as independent and he has served as Presiding Director since 2013, leading executive sessions and acting as primary liaison on sensitive Board-CEO issues .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConAgra Foods, Inc. | President, Commercial Foods | 2005–2008 | Senior leadership of operating unit |
| ConAgra Foods, Inc. | Chief Administrative Officer | 2008–2009 | Corporate administration oversight |
| ConAgra Foods, Inc. | Senior Advisor | 2009–2010 | Strategic advisory |
| Brunswick Group LLC | Partner | 2002–2005 | Financial public relations leadership |
| PepsiCo, Inc. | SVP – Public Affairs; Secretary & General Counsel | 1998–2002 | Legal and public affairs leadership |
| RJR Nabisco, Inc. | SVP & General Counsel | Not disclosed | Fortune 500 general counsel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Swedish Match AB | Director | 2011–2015 | Prior public company board service |
| New Frontier Foods, Inc. (private) | Director | Not disclosed | Private corporation |
| Current Public Company Directorships | None | — | No current public boards |
Board Governance
- Committee assignments: Member – Compensation & Benefits; Member – Nominating & Governance; Member – Executive. Not an Audit & Risk member .
- Presiding Director responsibilities: presides over independent director executive sessions; principal liaison to the Chair/CEO; conducts individual director interviews in annual evaluation; primary Board contact for shareholder engagement .
- Attendance and engagement: Board met six times in 2024; all current nominees attended all Board and committee meetings on which they served (100% attendance for Sharpe) .
- Independence: Board determined all directors other than the CEO are independent; committees (Audit & Risk, Compensation & Benefits, Nominating & Governance) comprise only independent directors .
- Stock ownership guidelines: directors must hold 5x annual cash retainer within five years; all directors >5 years are in compliance (Sharpe is >5 years). Hedging and pledging of AMP stock are prohibited .
- Board practices: regular executive sessions of independent directors; majority voting and resignation policy; proxy access; no poison pill; overboarding limits (≤4 public boards; audit committee ≤3) .
- Independent compensation consultant (Semler Brossy) supports committee; independence reviewed annually and confirmed Feb 20, 2025 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Standard director cash retainer |
| Presiding Director Retainer | $50,000 | Paid for Presiding Director role |
| Committee Member Retainers | $20,000 | $10,000 each for Compensation & Benefits and Nominating & Governance |
| Meeting Fees | $0 | No Board or committee meeting fees |
| All Other Compensation | $0 | Perquisites < $10,000; no tax gross-ups; matching gift up to $2,000 (Sharpe recorded $0 in table) |
| Total Cash | $180,000 | Sum of cash components |
| Annual Equity Retainer (DSUs) | $190,000 | Granted as Deferred Share Units (DSUs) |
Notes:
- Program change: annual equity retainer increased to $210,000 effective at the April 30, 2025 Annual Meeting; no other program changes .
Performance Compensation
- AMP does not grant options or restricted stock to outside directors; equity is delivered via annual DSU grants and elective retainer deferrals under the Deferred Share Plan .
| DSU Activity | 12/31/2023 | 2024 Credits | 12/31/2024 |
|---|---|---|---|
| Annual Equity Grant DSUs | 37,632 | 460 (grant) + 487 (dividends) = 947 | 38,579 |
| Retainer Deferral DSUs | 4,571 | 59 (deferral + dividends) | 4,629 |
| Total DSUs | 42,202 | 1,006 | 43,208 |
Deferred Share Plan features (director-focused):
- Deferral elections up to 100% of cash retainers in 25% increments; investment options: AMP DSUs or cash account at market rate; distributions per elections; change-in-control triggers immediate distribution of DSU accounts in shares and cash accounts in cash/shares .
Executive program performance metrics (context for governance; directors are not paid on these):
| Metric | Design Weight | Program Use |
|---|---|---|
| Financial Performance (composite) | 70% | AIA scorecard |
| Business & Strategic Performance | 30% | AIA scorecard |
| Most Important Measures (FY2024) | — | Adjusted Operating Net Revenues; Adjusted Operating Net Income; Adjusted Operating EPS; Adjusted Operating ROE ex AOCI; Talent & Leadership Effectiveness |
| Company AIA Funding Result (FY2024) | 170% of target | Overall score “4.8 Distinguished” |
Clawbacks, hedging, pledging:
- Clawback policies include recovery triggers for material misconduct in addition to financial restatements; directors are prohibited from hedging or pledging AMP stock .
Other Directorships & Interlocks
| Type | Company | Role | Tenure | Notes |
|---|---|---|---|---|
| Current Public Board | — | — | — | None |
| Prior Public Board | Swedish Match AB | Director | 2011–2015 | Prior service outside AMP |
| Private Company | New Frontier Foods, Inc. | Director | Not disclosed | Private corporation |
Expertise & Qualifications
- Former Fortune 500 general counsel; expertise in financial, legal, regulatory, operational matters; executive compensation programs; investor communications; risk management, disclosure, and corporate governance; education includes JD (Wake Forest), BS (Purdue), BA (DePauw) .
Equity Ownership
| Item (as of Mar 3, 2025) | Value |
|---|---|
| AMP Common Shares Owned | 14,575 |
| Right to Acquire (60 days) | 0 |
| Percent of Class | <1% (*) |
| DSUs / RSUs | 43,327 |
| Total Beneficial + DSUs/RSUs | 57,902 |
| Pledged Shares | None (directors prohibited from pledging) |
(*) Less than 1%.
Ownership alignment:
- Directors must hold 5x the annual cash retainer; all directors with >5 years on the Board are in compliance; hedging and pledging prohibited .
- Valuation of outside directors’ equity holdings (market value at $531.92 per share on Mar 3, 2025): Sharpe $30,799,478 (rounded) .
Governance Assessment
- Board effectiveness: Sharpe is a long-tenured independent Presiding Director with defined authority to lead executive sessions, liaise with the Chair/CEO, and run the annual director evaluation interview process; strong attendance and independence support investor confidence .
- Compensation alignment: Director pay is cash plus DSUs (no options or meeting fees), with clear retainers for presiding and committee roles; 2025 increase to the equity retainer reflects market benchmarking by an independent consultant (Semler Brossy) and oversight by the Nominating & Governance Committee .
- Ownership alignment: High DSU balance and share ownership; compliance with 5x retainer guideline; no hedging or pledging permitted .
- Conflicts/related-party exposure: No specific related-person transactions disclosed for Sharpe; ordinary-course relationships are managed under Audit & Risk Committee policy; margin loans may be extended on market terms (excluding loans to acquire AMP stock), with no unfavorable features; no pledges by directors/officers .
- Shareholder feedback signals: 2024 say-on-pay approval ~89%; proactive shareholder engagement reaching ~one-half of shares and meeting with ~one-third; Presiding Director engages with investors as needed .
RED FLAGS: None identified in proxy disclosures for Sharpe. No overboarding, no pledging, no meeting-fee incentive misalignment, no disclosed related-party transactions, and 100% attendance mitigate governance risk .