Empower Representative Compensation

Introduction

This disclosure describes compensation practices for Empower Retirement, LLC (“Empower”) employees who interact with individual investors, such as investors in retirement plans recordkept by Empower, or investors in individual retirement or brokerage accounts offered through Empower or its affiliates. This disclosure describes practices as of August 2022 and may be updated periodically.

Our compensation practices affect how we motivate Empower employees to perform their jobs. Our compensation practices may also impact the information our employees present to you when you interact with us as an individual investor.

Empower employees who interact with individual investors are generally registered representatives of Empower Financial Services, Inc. (“EFSI”), a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”). Depending on the employee’s role, some of these EFSI representatives may also be investment adviser representatives of Empower Advisory Group, LLC (“EAG”), an investment adviser registered with the SEC. EFSI and EAG are affiliates of Empower.

General Compensation Practices

Empower employees who interact with individual investors receive a base salary that varies depending on experience, performance, and other factors. These employees are also generally eligible for bonus compensation, usually paid annually. Bonus compensation depends on a number of factors, including Empower’s profitability and attainment of the employee’s performance goals. Goals vary by employee role and individual employee, and are set based on factors including number of engagements, engagement quality, investor satisfaction, leadership, teamwork, and adherence to Empower policies and regulatory standards. Goals do not consider the adoption of Empower or its affiliates’ products or services by an individual investor, unless described below. An employee’s manager has discretion to measure progress against goals and award bonuses as the manager deems appropriate. Additionally, employees may receive a small percentage of their compensation through occasional one-time events or through receipt of non-cash compensation, but only if permitted by law and by Empower’s corporate policies.

Employee Categories

1. Call center representatives

a. Service representatives. These employees help investors perform service-related tasks for the investor’s account, such as processing a retirement plan loan. Service representatives receive a salary and are eligible for additional compensation described in the “General Compensation Practices” section.

b. Consultants. These employees have discussions with investors that may include discussions about plan and account-specific issues, saving, investing, advisory solutions (if available), moving money between accounts and providers, and retirement income. Consultants receive a salary and are eligible for additional compensation described in the “General Compensation Practices” section. Additionally, a factor considered in awarding these employees’ bonus compensation is growth and retention of clients as a result of the employee’s engagements with investors. The rate of this bonus compensation considers the total amount of retained or accumulated assets, compared with the asset goal determined by Empower management, and is calculated and paid periodically.

c. Advisers. These employees have advisory conversations with investors about saving, investing, advisory solutions (if available), account-specific issues, transactions, moving money between accounts and providers, and retirement income. Advisers receive a salary and are eligible for additional compensation described in the “General Compensation Practices” section. Additionally, a factor considered in awarding an Adviser’s bonus compensation is the growth and retention of clients as a result of the employee’s engagements with investors. The rate of this bonus compensation considers the total amount of retained or accumulated assets, compared with the asset goal determined by Empower management, and is calculated and paid periodically.

d. Financial planners. These employees are Advisers who also provide financial planning services. Financial planners receive a salary and are eligible for additional compensation described in the “General Compensation Practices” section. Financial planners do not have separate compensation incentives tied to providing financial planning services to investors.

2. Field representatives

a. Consultants. These employees meet in-person with retirement plan investors to educate investors about plan options and services, account-specific issues, saving and investing options, and specific transactions. Consultants receive a salary and are eligible for additional compensation described in the “General Compensation Practices” section.

b. Advisers. These employees meet in-person with retirement plan investors and perform more extensive financial counseling and advisory services than the educational consulting provided from field Consultants. Advisers receive a salary and are eligible for additional compensation described in the “General Compensation Practices” section. Advisers are eligible to earn bonus compensation based on the actions that investors take after engagement, including retirement plan enrollments, deferral increases, adoption of plan services such as a managed account service (depending on availability), the diversification of the investor’s investment strategy in a product neutral manner, and actions to address an investor’s retirement readiness. Advisers generally have an annual goal for actions taken by the investors with whom they interact.

3. Plan relationship managers

Relationship managers spend the majority of their time interacting with retirement plan sponsors, and the advisers to these plan sponsors. However, some relationship managers perform retirement plan enrollment meetings with individual investors. Relationship managers receive a salary and are eligible for additional compensation described in the “General Compensation Practices” section.

4. Manager positions

Empower employees who manage the positions described in this disclosure receive a salary and are eligible for additional compensation described in the “General Compensation Practices” section. Managers also receive bonus compensation in part based on whether the employees they manage attain the employees’ own performance goals.

RO1227388- 0822