8-KMaterial Agreements

AMERIPRISE FINANCIAL INC 8-K Report, Material Agreement (Feb 1, 2006)

Filed February 1, 2006For Securities:AMP

Summary

Ameriprise Financial, Inc. filed an 8-K on February 1, 2006, detailing executive compensation and director/officer indemnification decisions made on January 26, 2006. Key actions included the approval of 2006 base salaries for named executive officers, with specific adjustments for Mr. Cracchiolo, Mr. Berman, Mr. Heath, and Mr. Salow. The filing also outlines the 2005 annual incentive awards, which were determined based on company performance metrics, including operating net income and EPS/ROE relative to the former parent, American Express. Significant discretionary cash awards were also granted to Mr. Cracchiolo and Mr. Truscott, reflecting company performance and individual achievements. Furthermore, the company approved a standard form of Indemnification Agreement for its directors and certain key officers, including the CEO, CFO, General Counsel, and Principal Accounting Officer. This agreement aims to provide robust protection against legal proceedings arising from their roles, including advancement of expenses and provision for D&O insurance coverage. Investors should note that detailed compensation information for 2005 will be provided in the upcoming proxy statement.

Key Highlights

  • 12006 annual base salaries for named executive officers approved, with increases for several key individuals.
  • 22005 annual incentive awards authorized, linked to company performance metrics like operating net income and adjusted EPS/ROE.
  • 3Discretionary cash incentive awards granted to CEO James Cracchiolo ($750,000) and Mr. Truscott ($700,000) for 2005 performance.
  • 4Company performance, including the successful spin-off from American Express, was a key factor in determining incentive awards.
  • 5A standard form of Indemnification Agreement was approved for all Board members and key officers.
  • 6The Indemnification Agreement provides broad protection, including expense advancement and D&O insurance coverage, for directors and officers.
  • 7Details on specific incentive award amounts for all named executive officers will be disclosed in the March 2006 proxy statement.

Frequently Asked Questions

The 8-K reports the approval of 2006 annual base salaries for named executive officers and the payment of 2005 annual incentive awards. These awards were based on company performance metrics and included discretionary cash bonuses for the CEO and another executive.

The company approved a standard form of Indemnification Agreement for its directors and certain key officers. These agreements provide indemnification against expenses and damages incurred due to their roles as directors or officers, ensure advancement of expenses, and mandate D&O insurance coverage.

Ameriprise Financial intends to provide additional, detailed information regarding compensation awarded to all named executive officers for the period ended December 31, 2005, in its proxy statement for the 2006 annual meeting of stockholders, expected to be filed in March 2006.

Incentive awards were based on the attainment of certain performance objectives. For some executives, awards were tied to a percentage of a pool derived from the company's Operating Net Income for Q4 2005. For others, awards were based on American Express's (AXP) diluted EPS and ROE for 2005, reflecting the historical structure before the spin-off.