W. Edward Walter III
AMERIPRISE FINANCIALAbout W. Edward Walter III
Independent director of Ameriprise Financial since 2018; age 69. Senior Advisor at Energy Impact Partners (2023–present), former Global CEO of Urban Land Institute (2018–2022) and former CEO/CFO/COO and director of Host Hotels & Resorts, Inc. (various roles 1996–2016). Education: JD, Georgetown University Law Center; BA, Political Science, Colgate University. Recognized as an Audit Committee Financial Expert; serves on Audit & Risk and Compensation & Benefits Committees; strong attendance in 2024 (all meetings) and >95% in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Host Hotels & Resorts, Inc. | COO; CFO; CEO; Director | COO 1996–2003; CFO 2003–2007; CEO & Director 2007–2016 | Led operations and finance; board leadership experience |
| Urban Land Institute | Global CEO; Board member | 2018–2022 | Global sector leadership; strategy execution |
| Georgetown Univ. McDonough – Steers Center | Robert & Lauren Steers Chair in Real Estate | 2014–2018 | Academic leadership; Executive Committee member of Steers Center |
| Trammell Crow Residential Company | Partner | Not disclosed | Senior operating role |
| Bailey Capital Corporation | President | Not disclosed | Senior leadership role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Claros Mortgage Trust | Director | 2021–present | Current public company board |
| CNS REIT | Director | 2022–present | Current public company board |
| AvalonBay Communities, Inc. | Director | 2008–2024 | Prior public company board |
| Measurabl | Director | Not disclosed | Private company/directorship |
| Placemakr | Director | Not disclosed | Private company/directorship |
| DC Policy Center | Former Director | Not disclosed | Non-profit board role |
Board Governance
- Committees: Audit & Risk (member; Audit Committee Financial Expert) and Compensation & Benefits (member). No Executive or Nominating & Governance membership .
- Independence: Board determined all directors other than the CEO are independent; Walter is independent .
- Attendance and engagement: Board met 6 times in 2024; all nominees attended all Board and committee meetings; in 2023 Board met 7 times and all directors attended >95% of meetings .
- Shareholder support: Re-elected April 30, 2025 with 78,023,887 votes for, 559,775 against, 88,832 abstentions; strong broker non-vote base of 5,530,358 .
- Overboarding policy: General limit of 4 public boards (2 for executives); his current public boards (AMP + two) are within limits .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Member Retainers ($) | Committee Chair/Presiding Retainers ($) | Equity Retainer ($, DSUs) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 110,000 | 25,000 | — | 190,000 | 2,000 (charitable match) | 327,000 |
| 2024 | 110,000 | 25,000 | — | 190,000 | — | 325,000 |
- Structure: Outside directors receive cash retainers (no meeting fees) and annual DSUs; committee member retainers apply; chair retainers not applicable to Walter .
- Change for 2025: Annual equity retainer increased from $190,000 to $210,000 effective as of the 2025 Annual Meeting; design otherwise unchanged .
Performance Compensation
- Outside directors do not receive performance-based awards (no PSUs/options); equity is granted as DSUs under the Deferred Share Plan; directors may elect to defer cash retainers into DSUs or a cash account with market-rate interest; DSUs are distributed in shares upon end of service; deemed dividends reinvested; change-in-control causes immediate distribution .
| DSUs Detail | 2023 Year-End DSUs | DSUs Credited in 2024 (Annual Grant) | DSUs Credited in 2024 (Dividends) | 2024 Year-End DSUs |
|---|---|---|---|---|
| W. Edward Walter III | 5,715 | 460 | 78 | 6,253 |
Other Directorships & Interlocks
| Company | Sector Overlap with AMP | Interlock/Transaction Notes |
|---|---|---|
| Claros Mortgage Trust | Real estate finance | No AMP-related transactions disclosed involving Walter; AMP conducts ordinary-course transactions broadly with other firms . |
| CNS REIT | Real estate | No AMP-related transactions disclosed involving Walter . |
| AvalonBay Communities (former) | Residential REIT | Historical role; no AMP-related transactions disclosed . |
Expertise & Qualifications
- Public company executive leadership (CEO, CFO, COO) and board leadership .
- Real estate and investment expertise; academic leadership experience .
- Audit Committee Financial Expert designation under SEC rules .
- Education: JD (Georgetown University Law Center); BA Political Science (Colgate University) .
Equity Ownership
| Date (Record) | Common Shares Owned | DSUs/RSUs | Total Shares + DSUs/RSUs | % of Class | Pledging/Hedging |
|---|---|---|---|---|---|
| Feb 26, 2024 | 1,000 | 5,715 | 6,715 | <1% | Hedging prohibited for directors; pledging permitted only with pre-clearance; none of directors’ shares were pledged at that date |
| Mar 3, 2025 | 1,000 | 6,270 | 7,270 | <1% | Hedging prohibited; directors and executive officers prohibited from pledging; statement notes no pledges by directors/officers |
- Ownership guideline: Directors expected to hold Company shares/DSUs equal to 5× annual cash retainer within 5 years; directors with 5+ years on the board are in compliance. Walter’s equity holdings value: $3,867,255 as of March 3, 2025 (stock closed $531.92) and $2,739,336 as of Feb 26, 2024 (stock closed $407.93) .
Governance Assessment
- Board effectiveness and independence: Strong—Walter is independent, serves on two key committees, and is designated an Audit Committee Financial Expert. Attendance in 2024 was perfect; 2023 was >95%—positive engagement signal .
- Ownership alignment: Meets stringent director ownership guidelines; meaningful personal stake via DSUs; hedging prohibited and pledging disallowed—alignment positive .
- Compensation: Market-standard mix with equity-heavy DSUs; stable cash/equity profile; modest year-over-year decrease in total due to absence of charitable match; planned 2025 equity retainer increase to align with peers—no pay anomalies .
- Shareholder confidence: Strong re-election vote in 2025 (78.0M for vs 0.56M against); say-on-pay support ~89% in 2024—supportive governance backdrop .
- Conflicts/related-party exposure: No related-person transactions disclosed involving Walter; Company’s policy and committee oversight robust; ordinary-course transactions noted broadly without unfavorable terms—no red flags .
RED FLAGS: None disclosed specific to Walter. Monitor potential interlocks via real estate boards for any future transactions with AMP, but current disclosures do not indicate conflicts .