DEF 14A of Aes Corp

Filed Mar 20, 2026 · FY20250000874761-26-000070

Open on EDGAR

BOARD AND COMMITTEE GOVERNANCE
BOARD AND COMMITTEE GOVERNANCE Board Leadership Structure Our Corporate Governance Guidelines require the separation of the offices of the Chairperson of the Board (“Chair”) and CEO. The Chair of the Board is selected by a majority vote of the members of the Board. Under Delaware General Corporation Law and the By-Laws, the Board has the discretion to select a Chair who is not an independent Director. If the Chair is independent, he or she will also serve as Lead Independent Director. John B. Morse, Jr., an independent director, currently serves as Chairman and lead independent director (“Lead Independent Director”). If the Chair is not independent, the Company’s independent Directors will designate one of the independent Directors on the Board who has served for at least one year to serve as the Lead Independent Director. The Lead Independent Director’s duties include calling meetings of the independent directors and non-management directors, presiding at all meetings of the independent directors, the non-management directors and any Board meeting at which the Chair is not present, approving information and meeting agendas sent to the Board, coordinating the activities of the independent Directors, coordinating the agenda for and moderating sessions of the Board’s independent Directors, approving meeting schedules to assure that there is sufficient time for discussion of all agenda items, being available for consultation and direct communication if requested by majority stockholders and facilitating communications among the other members of the Board. We believe this structure, coupled with independent Directors serving as Chairs of each of our Board Committees, provides strong leadership for our Board and independent risk oversight, while positioning our CEO as the leader of the Company for our investors, counterparties, employees and other stakeholders. Our Board determines the best leadership structure for the Company. As part of our annual Board self-evaluation process, the Board evaluates matters such as independence of the Board, communication between Directors and Management, the relationship between the CEO and the Chair, and other matters that may be relevant to our leadership structure. The Company recognizes that in the event that circumstances facing the Company change, a different leadership structure may be in the best interests of the Company and its Stockholders. Mr. Morse has served as Chairman and Lead Independent Director since April 2018. Pursuant to the Company’s tenure policy in the Corporate Governance Guidelines, Mr. Morse has not been nominated for re-election as a Director at the 2026 Annual Meeting. The Board will determine the new chairperson of the Board after the conclusion of the Annual Meeting. Director Independence Our Board currently has ten independent members. We have five Board Committees, four of which comprise solely independent Directors, with a different independent Director serving as Chair of each such Committee. We are required to have a majority of independent Directors serving on our Board and may only have independent Directors serving on the (i) Audit Committee, (ii) Compensation Committee, and (iii) Governance Committee pursuant to the rules of the New York Stock Exchange (the “NYSE”) and, with respect to our Audit Committee, the rules and regulations under the Securities Exchange Act of 1934 (the “Exchange Act”). Under the NYSE rules, no Director qualifies as “independent” unless the Board affirmatively determines that the Director has no material relationship with the Company (directly, or as a partner, Stockholder, or officer of an organization that has a relationship with the Company). The Board makes independence determinations based on all relevant facts and circumstances when assessing the materiality of any relationship between the Company and a Director or a Director’s affiliation with other businesses or entities that have a relationship with the Company. Our Board undertook an annual review of Director independence in February 2026, considering the criteria for independence set forth in the listing standards of the NYSE and any other relevant facts and circumstances that may have come to the Board’s attention, after inquiry, relating to transactions, relationships or arrangements between a Director or any member of their immediate family (or any entity of which a Director or an immediate family member is an Executive Officer, general partner or significant equity holder) on the one hand, and AES or any of its subsidiaries or affiliates, on the other hand, that might signal potential conflicts of interest, or that might influence the Director’s relationship with AES or any of its subsidiaries. The Board considered the independence issue not merely from the standpoint of the Director, but also from that of the persons or organizations with which the Director or Director nominee is affiliated. Based on its review, our Board determined that each of our current Directors (Messrs. Anderson, Bhandari, Monié, and Morse, Mses. Davidson, Koeppel, Laulis, Sebastian, and Shaughnessy, and Dr. Naím), other than Mr. Gluski, qualifies as independent under the NYSE rules. Mr. Gluski is not considered independent because of his employment with the Company. Our Board also determined that each member of our Audit Committee (Mses. Davidson, Koeppel, Sebastian and Shaughnessy, and Messrs. Anderson, and Bhandari) qualifies as independent under the heightened independence standards for audit committee members under the Exchange Act and the NYSE rules. As it relates to members of the Compensation Committee, the Board considered the additional factors under the NYSE listing standards relating to such members before determining that each of them is independent. Director Attendance Under our Corporate Governance Guidelines, Directors are expected to attend Board meetings and meetings of Committees on which they serve, and Directors are encouraged to attend the Company’s annual meeting. A director who is unable to attend a meeting is expected to notify the Chair of the Board or the Chair of the appropriate committee in advance of such meeting. In 2025, our Board convened eleven times and our Board Committees convened for the number of meetings specified in the chart below. In 2025, overall Board attendance averaged 96%, and committee meeting attendance averaged 97%. Each of our directors attended at least 75% of the 2025 meetings of the Board and the committees on which he or she served that were held during the period in which the director served. Independent Directors met in executive session after ten meetings of the Board in 2025, with Mr. Morse presiding as Chairman and Lead Independent Director. Nine of our eleven Directors serving at the time of the 2025 Annual Meeting of Stockholders on May 9, 2025 attended such meeting. Board Committees In 2025, the Board maintained five standing Committees: •Audit Committee; •Compensation Committee; •Finance Committee; •Governance Committee; and •Innovation and Technology Committee. Each standing committee operates under a written charter that has been approved by the Board. Committee charters are available on our website. The table below shows the Directors who are currently members or chairs of each of the standing Board Committees and the number of meetings each committee held in 2025.
BOARD AND COMMITTEE GOVERNANCE
| Director | Audit | Compensation | Finance | Governance | Innovation and Technology | | Gerard M. Anderson(1)(2) | l | | l | Chair | | | Inderpal S. Bhandari(2) | l | | | | l | | Janet G. Davidson(2) | l | l | | | Chair | | Andrés R. Gluski | | | | | l | | Holly K. Koeppel(1)(2) | Chair | | l | | | | Julie M. Laulis | | l | | l | | | Alain Monié | | | Chair | | l | | John B. Morse, Jr.(3) | | | | | | | Moisés Naím | | l | | l | l | | Teresa M. Sebastian(1)(2) | l | Chair | | l | | | Maura Shaughnessy(1)(2) | l | l | l | | | | Number of Meetings in 2025 | 8 | 6 | 4 | 4 | 4 |
BOARD AND COMMITTEE GOVERNANCE
(1) Designated as an “audit committee financial expert” as defined by the rules and regulations of the SEC. (2) Designated as “financially literate” as required by the NYSE rules. (3) Chairman and Lead Independent Director, serves as an ex-officio member of each committee (with no voting authority as to such committees). Financial Audit Committee. The primary functions of the Audit Committee are to assist the Board in the oversight of: •the integrity of the financial statements and internal controls of the Company; •the qualifications, independence and performance of the Company’s independent auditor; •the performance of the Company’s internal audit function; •compliance by the Company with legal and regulatory requirements; and •the preparation of the audit committee report that SEC rules require to be included in the Company’s annual Proxy Statement. All members of the Audit Committee are independent within the meaning of the SEC rules and under the listing standards of the NYSE. The Board has also determined that each member of the Audit Committee is “financially literate” as required by the NYSE rules, and that each of Mses. Koeppel, Sebastian, and Shaughnessy, and Mr. Anderson are Audit Committee Financial Experts pursuant to SEC rules based on, among other things, the experience of such member, as described under the Board of Directors - Biographies section of this Proxy Statement. Compensation Committee. The primary functions of the Compensation Committee are to: •oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans and its incentive-compensation and equity-based plans; •annually review the CEO’s and other executive officers’ compensation; •review annually and oversee matters related to human capital management, including, but not limited to, talent acquisition, development, and retention; •review and approve succession planning for the Company; and •produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement. The Board determined that all Compensation Committee members are independent within the meaning of SEC rules and current listing standards of the NYSE. In addition, each member of the Compensation Committee is a “Non-Employee Director” as defined in Rule 16b-3 under the Exchange Act. At the commencement of each year, our CEO assesses his prior performance as well as position-specific goals and objectives for the upcoming year. Our Compensation Committee reviews and assesses his performance against his stated goals and objectives. Based on our CEO’s performance, the Compensation Committee provides an evaluation, approves and recommends that the Board approves the CEO’s compensation. At the commencement of each year, AES’ NEOs (other than the CEO) discuss their position-specific goals and objectives for the upcoming year with the CEO. In the first quarter of the following year, the CEO performs an assessment of each NEO’s performance against his or her stated goals. The Compensation Committee reviews, and then recommends the Board approves, the compensation recommendations submitted by the CEO as to the other NEOs. Additionally, the Compensation Committee makes recommendations to the Board to modify AES’ compensation and benefit programs if it believes that such programs are not consistent with the Company’s executive compensation goals or could otherwise be improved. Under the Compensation Committee’s Charter, it may form subcommittees and delegate to such subcommittees, other Board members and/or Officers such power and authority, as the Compensation Committee deems appropriate in accordance with the Compensation Committee Charter and any applicable law, regulation or listing standard. The Compensation Committee has delegated to the CEO, subject to review by the Compensation Committee and the Board, the power to set compensation for non-Executive Officers. Under the 2025 Equity and Incentive Compensation Plan, the Compensation Committee is also permitted to delegate its authority, responsibilities and powers to any person selected by it and has expressly authorized our CEO to make equity grants to non-Executive Officers in compliance with law. The Compensation Committee directly retains the services of its own independent outside consultant to assist it in reviewing and/or advising the amount and/or form of executive compensation. Meridian Compensation Partners, LLC (“Meridian”) is the firm retained by the Compensation Committee for these purposes and is precluded from providing other non-Board related services to AES. The Compensation Committee conducted an assessment to evaluate whether the work performed by Meridian raises a conflict of interest. Based upon that assessment, the Compensation Committee determined that no conflict of interest exists. The Compensation Committee has the sole authority to hire and dismiss its consultant. Meridian provided objective input and analysis to the Compensation Committee throughout the year including regarding market data trends, regulatory initiatives, governance best practices and emerging governance norms. For further information concerning the independent outside consultant’s role in relation to NEO compensation, please refer to the Role of the Compensation Committee, Independent Consultant and Management section in the Compensation Discussion and Analysis (“CD&A”) of this Proxy Statement. Management regularly obtains market survey data based on comparable companies from Willis Towers Watson. Meridian reviews the market survey data prior to it being shared with the Compensation Committee to confirm the data sources are appropriate for purposes of comparing our NEOs’ compensation to comparable executives at similarly-sized U.S. general industry and energy industry companies. The Compensation Committee has instructed the Executive Vice President and Chief Human Resources Officer (“CHRO”) to provide information to the Compensation Committee that is required for developing compensation programs and determining executive compensation. The CHRO works directly with the Compensation Committee’s independent consultant in the preparation of the background material for the Compensation Committee. For further information regarding our executive compensation practices refer to the CD&A section of this Proxy Statement. The compensation of our Directors is established by the Governance Committee. See Director Compensation in this Proxy Statement for a description of our Governance Committee’s processes and procedures for determining Director compensation. Finance Committee. The primary functions of the Finance Committee are to: •review and analyze the Company’s financial performance, key performance indicators, and financial forecasts; •review prior and future Company financing activities, capital allocation strategies, equity and debt offerings, and assess their alignment with the Company’s financial performance and strategic objectives; •review the capital structure of the Company and its subsidiaries; •review the Company’s dividend policy, including the alignment with the Company’s financial performance and strategic objectives; •review significant issues affecting the operations of the Company’s subsidiaries and the risks related thereto, including, but not limited to, the performance of generation, utility, and distribution businesses, and tariffs; •review the investor relations strategy and messaging; and •perform any such other function as may be assigned by the Board from time to time. Governance Committee. The primary functions of the Governance Committee are to: •identify and recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board; •advise the Board with respect to Board composition, procedures and committees;
BOARD AND COMMITTEE GOVERNANCE
•recommend and advise the Board with respect to the corporate governance principles applicable to the Company; •oversee and implement the process for evaluation of the Board; •review the performance evaluation process implemented by the Compensation Committee for the Company’s CEO and other senior management; •periodically review and oversee the Company’s programs, policies, and practices designed to achieve its goal to act in a socially responsible way; •periodically review and oversee the Company’s programs, policies, and practices related to environmental and safety matters, including climate change and employee safety; and •review the Company’s dispute resolution, construction, insurance, regulation, and lobbying matters. Consistent with the requirements of the Governance Committee Charter, the Board determined that all Governance Committee members are independent within the meaning of the listing standards of the NYSE. Innovation and Technology Committee. The Innovation and Technology Committee is responsible for: •overseeing the Company’s efforts to foster growth through innovation; •evaluating the Company’s efforts to identify and address risks and opportunities in the power industry and adjacent industries arising from emerging or competing technologies, including changes in business conditions or new business models; and •reviewing technologies and innovations deployed or contemplated by the Company for use in the power industry and adjacent industries. Board’s Role in Risk Management Management is responsible for the management and assessment of risk at the Company, including communication of the most material risks to the Board and its Committees. The Board provides oversight over the risk management practices implemented by Management, except for the oversight of risks that have been specifically delegated to a Committee of the Board. If the oversight of a specific area of risk has been delegated to a Committee, the full Board receives reports from the Committee Chairs at each regularly-scheduled full Board meeting. The full Board may assume oversight over a particular risk, when appropriate. The Board’s and each Committee’s reviews of their respective areas of risk oversight responsibilities occur principally through regular reports from Management to the Board on these areas of risk, and discussions with Management regarding risk assessment and risk management as outlined below. The Board believes that its leadership structure, along with its Committee structure, allows the Board to oversee enterprise risks at an appropriate and effective level.
Risk Management Oversight Structure
Risk Management Oversight Structure
Risk Management Oversight Structure
| Responsible Party | Area of Risk Oversight | | Board | All operational, financial, strategic, brand and reputational matters. | | | Financial performance and outlook. | | | Currency, commodity, hydrology, and interest rate hedging and related matters. | | | Periodic review and oversight of the Company’s risk management and strategy related to its cybersecurity programs, policies, and practices, including (i) the Company’s processes for assessing, identifying, managing, and mitigating material risks from cybersecurity threats and emerging cybersecurity developments and threats; (ii) whether any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect the Company; (iii) the expertise of members of management with respect to assessing and managing risks from cybersecurity threats; and (iv) the Company’s disclosure controls and procedures with respect to material cybersecurity threats and incidents. | | Audit Committee | The integrity of the Company’s financial statements, internal controls over financial reporting and disclosure controls and procedures (including the performance of the Company’s internal audit function). | | | The performance of the Independent Auditor. | | | The effectiveness of the Company’s Ethics and Compliance Program. | | | Major financial risk exposures and the steps management has taken to monitor and control such exposures. | | Finance Committee | Significant issues affecting the operations of the Company’s subsidiaries, including, but not limited to, the performance on generation, utility, and distribution businesses, and tariffs. |
Risk Management Oversight Structure
| Governance Committee | Environmental and safety programs, policies, and practices related to climate change, and employee safety. | | | Social responsibility matters related to business conduct, public policy, human rights, charitable organizations, and community affairs and relations. | | | Significant pending or threatened litigation, arbitration or other disputes and government investigations, examinations, inquiries, demands, or proceedings, or any other significant claim or complaint alleging that the Company is not in compliance with applicable laws, regulations or industry standards. | | | The construction and execution of major projects, such as new power plant development and transmission, distribution, infrastructure, liquefied natural gas-related projects, renewable projects (including solar, wind and battery storage projects), and supply chain. | | Compensation Committee | Compensation practices, including practices related to hiring and retention, succession planning, and training of employees. | | | Human capital management, including talent acquisition, development, and retention. | | Innovation and Technology Committee | Technologies and innovations used by the Company and emerging or competing technology developments. |
Risk Management Oversight Structure
Board and Committee Evaluations The Company recognizes that a strong and constructive evaluation process is essential to good corporate governance and Board effectiveness. Through the Company’s evaluation process, Directors provide feedback and assess Board, Committee and individual Director performance. The process is managed by the Office of the Corporate Secretary with oversight by the Governance Committee. Our annual evaluation process is focused on the Board and Board Committees. We also periodically evaluate individual Directors. The Governance Committee annually reviews the format of the evaluation process. In 2025, the evaluation process was overseen by the Chairman of the Board and Chair of the Governance Committee. In addition to participation in a full Board evaluation, each Committee completes an annual evaluation to identify any potential modifications to the Committee’s operations and areas of oversight. Following the completion of the annual evaluation, the Board decided to adjust agenda and discussion items to enhance the productivity and impact of meetings. Director Characteristics and Succession Planning The Board’s succession planning uses a framework that: •defines and assesses culture and dynamics; •enhances annual assessments of the Board and individual Directors; and •establishes a multi-year view of the Board’s refreshment rotation and recruitment strategy to strategically plan for Board openings. As part of the Board evaluation discussed above, the Board assesses the attributes, competencies and experiences required in light of the Company’s strategy, changing business needs, and the future of the business. The performance and skills assessments are a fundamental element of the Board’s multi-year succession planning. Nominees for director are selected on the basis of, among other things, knowledge, experience, skills, perspective, expertise, integrity, ability to make independent analytical inquiries, understanding of the Company’s strategies and global business environment and willingness to devote adequate time and effort to Board responsibilities. The Governance Committee does not have specific minimum qualifications that must be met for a prospective Director candidate to be considered as a Director nominee, however, the Board measures the qualification of potential candidates against the leadership attributes, competencies and experiences described below. Candidates for nomination to the Board may be suggested by current Directors, Management, Stockholders, or a third-party search firm engaged to assist with Director recruitment. In the case of a third-party search firm, the Governance Committee will pay a fee for such a firm to assist it in the recruitment and identification of potential candidates for the Board. The Governance Committee generally provides the search firm with guidance as to the attributes, competencies and experiences that the Governance Committee is seeking in potential candidates, and the search firm identifies candidates for the Governance Committee’s consideration. When identifying candidates for Board membership, the Governance Committee includes, and requests any search firm it engages to include, a range of candidates with different backgrounds, skills, experiences, perspectives and personal characteristics. The Governance Committee and the Board assess the effectiveness of this policy as part of their regular review of the Company’s governance practices, through the annual Board and Committee evaluation processes, and by monitoring changes in the Board’s composition and mix along a variety of dimensions over time. Additionally, when considering director nominees, including incumbent directors eligible for re-election, nominees to fill vacancies on the Board, and nominees recommended by Stockholders, the Governance Committee generally measures the candidates against a set of eight leadership attributes, competencies and experiences. These characteristics are grouped and summarized below. The Governance Committee identifies Directors to recommend to the Board for election by the Stockholders and to fill vacancies between Stockholder meetings. The Governance Committee makes a preliminary review of a prospective candidate’s background, career experience, and qualifications based on available information. If a consensus is reached that a candidate would likely contribute positively to the Board’s mix of skills and experiences, the Governance Committee conducts interviews with the candidate and may invite other Board members or members of Management to interview the candidate to assess the candidate’s overall qualifications. The Governance Committee considers the candidate against the criteria adopted in light of the Board’s then current composition and the needs of the Board and its Committees and makes a recommendation to the Board as to whether the candidate should be nominated for election. This process is the same for all candidates, including Director candidates identified by Stockholders. The below summarizes the key skills, experience and attributes of our Director nominees. This high-level summary is not intended to be an exhaustive list of each of our Director nominee’s skills or contributions to the Board. Further information on each director nominee, including their relevant experience, qualifications, attributes or competencies is set forth in the Director biographies below. 1 Tenure, for the purposes of this chart, is calculated based on service at any point during a board cycle and may include partial years of service. 2 Characteristics based on information self-identified by each Director to the Company. Director Nominations by Stockholders The Governance Committee also considers potential nominations for Director provided by Stockholders and submits any such suggested nominations, when appropriate, to the Board for approval. Stockholders wishing to recommend persons for consideration by the Governance Committee as nominees for election to the Board can do so by writing to the Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia, 22203, and providing the information and following the additional procedures set forth in our By-Laws. See Questions and Answers Regarding the Proxy Statement and Annual Meeting for more information. Board of Directors - Biographies The Board has nominated nine Directors (the “Nominees”) for election at the Annual Meeting, each to serve a one-year term expiring at the Annual Meeting in 2027. The Nominees’ biographies describe aspects of each candidate’s qualifications, relevant experience and committee service.
Risk Management Oversight Structure
| | Reasons for Nomination | | | Mr. Anderson brings decades of leadership in the energy sector, with a proven track record of managing utility and non-regulated operations, fostering a high-performing culture, enhancing safety performance, improving customer satisfaction and achieving strong financial performance. He has played a key role implementing clean energy transition strategies in support of shareholder value creation. | | | Throughout his career, Mr. Anderson has successfully overseen stakeholder engagement and fostered constructive policy solutions with regulators and government officials. His extensive industry expertise and insights enhances the Board’s oversight of AES’ growth and energy transition initiatives. | | Gerard M. Anderson | | | Independent Director | Select Skills and Experience | | | •Energy Sector Experience: As CEO and in his prior executive roles at DTE Energy Company, Mr. Anderson gained comprehensive insights into all aspects of the energy company operations and the broader energy sector. He also served as Chairman of the Edison Electric Institute (EEI), the trade association that represents all U.S. investor-owned electric companies. | | Director Since: 2023 | | | Age: 67 | | | Board Committees: | | | | •Strategy and Growth: Mr. Anderson was an architect of DTE’s strategy that developed its regulated, non-regulated and sustainable infrastructure businesses. He led the clean energy transformation of DTE’s power generation, improving the company's utility operations and profitability. | | •Governance, Chair | | | •Finance | | | •Financial Audit | •Public Policy and Regulatory: As a recognized industry leader, Mr. Anderson oversaw numerous clean energy initiatives and successfully navigated complex regulatory landscapes at both the state and federal levels. As Chairman of EEI, he was instrumental in driving innovation and accelerating the deployment of new clean energy technologies across the broader energy sector. | | Other Public Directorships (past five years) | | | | Career Highlights | | •The Andersons, Inc. (since 2008) | DTE Energy Company - a diversified energy company that provides electric and natural gas utility operations, power generation and energy-related solutions | | •DTE Energy Company (2009-2022) | •Executive Chairman (2019-2022) (retired) | | | •Chairman and CEO (2011-2019) | | | •President and CEO (2010-2011) | | Education: | •President and COO (2005-2010) | | | •Various senior executive leadership roles (1993-2004) | | •B.S., Civil Engineering, University of Notre Dame | McKinsey & Company - a global management consulting firm | | | •Senior Consultant (1988-1993) | | •M.S. and MBA, University of Michigan | |
Risk Management Oversight Structure
| | Reasons for Nomination | | | Mr. Bhandari brings over 25 years of expertise to the Board, with a proven track record of transforming data into business assets to enhance customer experiences, deliver innovative solutions, and drive growth and productivity. Mr. Bhandari has guided companies through growth and transformation, leveraging data to support sustainable business expansion. | | | His deep understanding of technology, artificial intelligence (“AI”) and cybersecurity, combined with his strategic leadership experience, are significant assets to the Board. | | Inderpal S. Bhandari | | | Independent Director | Select Skills and Experience | | | •Technology and Cybersecurity: Mr. Bhandari developed extensive experience in the technology sector, including his role as Global Chief Data Officer at IBM, where he led the company's data strategy and governance to help IBM maintain a leading position in AI and hybrid cloud computing. | | Director Since: 2024 | | | Age: 66 | | | Board Committees: | •Innovation and Customer Solutions: As a leader in data analytics and technology innovation, Mr. Bhandari has developed and implemented solutions that enhance customer experiences and drive company value. | | •Financial Audit | | | •Innovation and Technology | •Strategy and Growth: By having overseen the global data strategy for IBM and major health providers, Mr. Bhandari helped drive a core component of the’ growth strategy for these companies. | | Other Public Directorships (past five years) | Career Highlights | | | Virtual Gold Inc. - a consulting and advisory firm providing enterprise strategy, with a focus on data and AI | | •Walgreens Boots Alliance (2022-2025) | •Founder and Chairman (1997-present) | | | Carnegie Mellon University - a global research university | | | •Distinguished Executive in Residence (2023-2025) | | Education: | | | | International Business Machines Corporation (IBM) - a global technology company | | •BTECH, Birla Institute of Technology and Science, Pilani | •Global Chief Data Officer (2015-2023) | | | Cambia Health Solutions - a health plan provider and healthcare investment firm | | •M.S., Computer Engineering, University of Massachusetts, Amherst | •SVP and Chief Data Officer (2014-2015) | | | Express Scripts - a pharmacy benefit management company | | •Ph.D., Computer Engineering, Carnegie Mellon University | •Chief Data Officer and VP, Health Data & Analytics (2012-2014) |
Risk Management Oversight Structure
| | Reasons for Nomination | | | Ms. Davidson brings to the Board her deep expertise in technology, and delivering customer-centric solutions for global businesses, developed through her various executive leadership roles with leading telecommunications companies. She oversaw numerous initiatives that enhanced customer satisfaction and instilled operational excellence. | | | As an experienced public company director serving on technology company boards, Ms. Davidson provides critical guidance to the Board on technology strategies and innovation. | | Janet G. Davidson | | | Independent Director | Select Skills and Experience | | | •Technology and Cybersecurity: Having spent her entire career in the technology industry, Ms. Davidson has deep expertise in overseeing security and integrity of global networks across broadband, IP and optics technologies, integrating advanced systems to enhance infrastructure and cybersecurity. | | Director Since: 2019 | | | Age: 69 | | | Board Committees: | | | | •Innovation and Customer Solutions: Ms. Davidson acquired a comprehensive understanding of customer expectations and preferences through her senior executive role overseeing quality and customer care operations, as well as leading technology investments to improve service delivery and operational efficiency in a large infrastructure solutions company. | | •Innovation and Technology, Chair | | | •Compensation | | | •Financial Audit | | | | •Strategy and Growth: Through her various board and executive leadership roles, Ms. Davidson has successfully overseen the execution of company growth strategies. She led and helped facilitated the merger between Lucent Technologies and Alcatel as the Company’s Chief Strategy Officer, managing the integration efforts to drive long-term growth and operational efficiencies. | | Other Public Directorships (past five years) | | | | Career Highlights | | •STMicroelectronics, N.V. (2013-2025) | | | | Alcatel Lucent – a communications and infrastructure solutions company (formerly Bell Laboratories, Lucent Technology) | | Education: | •EVP, Quality & Customer Care (2008-2011) (retired) | | | •Chief Compliance Officer (2006-2008) | | •B.A., Physics, Lehigh University | •Chief Strategy Officer (2005-2006) | | | •Group President, Internetworking System (2001-2005) | | •M.S., Electrical Engineering, Georgia Institute of Technology | •Various other roles (1979-2001) |
Risk Management Oversight Structure
| | Reasons for Nomination | | | Mr. Gluski brings to the Board extensive knowledge of AES’ global operations, growth strategy, and stakeholder relationships, derived from over two decades of leadership at the Company. Under his tenure, AES has transformed into one of the world’s largest power providers to corporate customers, particularly in the U.S. technology sector. His international business and finance background informs the Company’s strategic decision-making in areas such as risk management, government affairs, public policy, and investor relations. | | Andrés R. Gluski | | | CEO | Select Skills and Experience | | | •Energy Sector Experience: With a long-standing career at AES in both oversight and executive roles, Mr. Gluski provides significant expertise in assessing energy strategies. He also serves on the Executive Committee of the Edison Electric Institute’s Board of Directors and co-chairs the World Economic Forum’s Electricity Industry community. | | Director Since: 2011 | | | Age: 68 | | | Board Committees: | | | | •Strategy and Growth: Mr. Gluski oversaw the turnaround and expansion of several of AES’ largest businesses. In 2011, he initiated an asset divestiture program that generated over $8 billion in proceeds and streamlined AES’ operations from 28 to 12 countries, enabling the Company to concentrate on markets where it holds a competitive advantage. | | •Innovation and Technology | | | Other Public Directorships (past five years) | •Global Business/ International Affairs: Mr. Gluski brings an international perspective to the board, having served as Chairman of Council of the Americas since 2015. He has also held several senior executive roles in telecommunications, banking and public sectors across South America and with multilateral institutions such as the International Monetary Fund (IMF). | | •Waste Management (since 2015) | | | | Career Highlights | | | The AES Corporation | | | •CEO (since 2026) | | Education: | •President and CEO (2011-2026) | | | •EVP and COO (2007-2011) | | •M.A., University of Virginia | •President, Latin America (2007-2011) | | | •SVP, Caribbean and Central America (2000-2007) | | •Ph.D. in Economics, University of Virginia | |
Risk Management Oversight Structure
| | Reasons for Nomination | | | Ms. Koeppel brings over three decades of experience as a senior operating and financial executive in the energy and infrastructure industries, providing the Board with invaluable insight into global energy markets and financial strategies. | | | Her financial acumen and understanding of large-scale energy operations contribute to the Board strategic guidance on financial oversight, financial reporting, risk management and growth initiatives. | | Holly K. Koeppel | | | Independent Director | Select Skills and Experience | | | •Finance and Investment: As CFO at American Electric Power (AEP) Corporation, she oversaw the financial strategy, operations and financial reporting, as well as risk management strategies focused on energy commodity markets. | | Director Since: 2015 | | | Age: 67 | | | Board Committees: | | | | •Energy Sector Experience: As partner at leading global investment firms, Ms. Koeppel oversaw investments in energy infrastructure companies, developing a deep understanding of regulatory, financial and operational challenges in the sector. | | •Financial Audit, Chair | | | •Finance | | | | •Strategy and Growth: Ms. Koeppel has a strong background in leading growth initiatives both as a CFO at a leading utility holding company and as a private equity investor with extensive expertise in evaluating market opportunities, optimizing financial performance and leading transformative growth efforts. | | Other Public Directorships (past five years) | | | •Shell plc (since 2026) | Career Highlights | | •Core Natural Resources, Inc. (since 2025) | | | | Corsair Infrastructure Management - a private equity firm | | | •Managing Director, (2015-2017) (retired) | | •Flutter Entertainment plc (since 2021) | | | | Citi Infrastructure Investors - a private equity investment firm (a division of Citigroup, acquired by Corsair Capital in 2015) | | •British American Tobacco p.l.c. (BAT) (since 2017)* | | | | •Partner and Global Head, (2010-2015) | | •Arch Resources, Inc. (2019-2025) | American Electric Power (AEP) - a public utility holding company | | | •EVP and CFO (2006-2009) | | •Vesuvius Plc (2017-2021) | •Various executive positions (2000-2006) | | *Ms. Koeppel will cease to serve on the BAT board of directors effective upon the conclusion of its annual general meeting of shareholders on April 15, 2026. | | | Education: | | | •B.S., Ohio State University | | | •MBA, Ohio State University | |
Risk Management Oversight Structure
| | Reasons for Nomination | | | Ms. Laulis brings to the AES Board a deep knowledge of managing regulated businesses in the technology and infrastructure arena, while enhancing customer satisfaction. As the former CEO of a leading broadband communications provider, she has gained extensive experience overseeing strategy, business operations, compliance, and stakeholder engagement. | | | Leveraging her extensive experience in digital transformation and infrastructure investments, Ms. Laulis provides valuable perspectives to the Board oversight. | | Julie M. Laulis | | | Independent Director | Select Skills and Experience | | | •Strategy and Growth: As the former CEO of Cable One, Inc. (“Cable One”) Ms. Laulis led the company’s growth strategy, overseeing infrastructure investments across its brands to build capacity for the digital future of over one million customers and expanded broadband service to underserved areas. | | Director Since: 2020 | | | Age: 63 | | | Board Committees: | | | | •Public Policy and Regulatory: In her role as CEO of Cable One, Ms. Laulis regularly collaborated with government agencies and stakeholders on key regulations. She has extensive experience navigating public policy issues, including infrastructure development, customer privacy and data protection and universal service obligations. | | •Compensation | | | •Governance | | | | •Innovation and Customer Solutions: As the former CEO and COO of Cable One, where she oversaw three operation divisions and two call centers, Ms. Laulis acquired deep expertise in creating customer solutions and offerings that drive digital transformation. | | Other Public Directorships (past five years) | | | | Career Highlights | | •Cable One, Inc. (2017-2025) | Cable One, Inc. - a broadband telecommunications provider | | | •President and CEO (2017-2025) (retired) | | | •President and COO (2015-2017) | | Education: | •COO (2012-2015) | | | •Marketing and operations leadership positions of increasing responsibility (1999-2012) | | •B.A., Indiana University Bloomington | | | | Jones Intercable, Inc. - a cable television operator | | | •Management positions in marketing (1989-1999) |
Risk Management Oversight Structure
| | Reasons for Nomination | | | Mr. Monié has a strong track record of leading global business expansion across Europe, Asia, and North and South America. He brings expertise in launching new business segments, overseeing major business transformations, and navigating evolving market environments including geopolitical and industry-wide shifts. | | | Through his experience in cross-functional executive leadership roles in technology and manufacturing, Mr. Monié contributes to the Board his deep insights into opportunities within the changing business environment. | | Alain Monié | | | Independent Director | Select Skills and Experience | | | •Strategy and Growth: As the former CEO of Ingram Micro, Mr. Monié oversaw the company’s transformation into a global technology and supply chain solutions leader, driving enterprise-wise digital transformation and expansion of e-commerce logistics offerings around the world. | | Director Since: 2017 | | | Age: 75 | | | Board Committees: | •Technology and Cybersecurity: With extensive experience in the international technology market, Mr. Monié is well-versed in industry trends and growth opportunities. As the former CEO of Ingram Micro, he oversaw the development of new IT solutions tailored to meet the needs of a broad spectrum of business customers. | | •Finance, Chair | | | •Innovation and Technology | •Global Business/ International Affairs: Mr. Monié has held strategic and operational leadership roles across multiple international regions, including as CEO of a Singapore-based manufacturing company. He has also operational and leadership experience in the Home and Buildings and Industrial Automation sectors in Latin America while at Honeywell International Inc. | | | Career Highlights | | Other Public Directorships (past five years) | | | | Ingram Micro, Inc. - an information technology company | | | •Non-Executive Chairperson (since 2024) | | •Ingram Micro Inc. (since 2024) | •Executive Chairperson (2022-2024) | | | •CEO (2012-2022) | | | •President and COO (2004-2007) | | Education: | | | | Asia Pacific Resources International Holdings Limited - a global sustainable fibers and papers manufacture | | •M.S. Engineering, École Nationale Supérieure d’Arts et Métiers | •CEO (2010-2011) | | | Honeywell International, Inc. - a multinational industrial, energy and aerospace technology company | | •MBA, Groupe HEC Paris | | | | •President, Latin America and Head of Industrial and Building Automation Division (2000-2002) | | | AlliedSignal - an aerospace, automotive and engineering company (acquired by Honeywell in 1999) | | | •VP, Asia Pacific (1987-1999) |
Risk Management Oversight Structure
| | Reasons for Nomination | | | With a distinguished career in global public affairs and economics, Dr. Naím contributes to the Board extensive insights and a deep understanding of macroeconomic and geopolitical trends, particularly with respect to Latin America. Dr. Naím is a leading intellectual voice on international economics and global politics, having written several widely acclaimed books, serving as an internationally syndicated columnist, and hosting a Spanish language weekly international affairs television program. | | Moisés Naím | | | Independent Director | Select Skills and Experience | | | •Global Business/ International Affairs: In additional to his widely acclaimed books and columns on international economics and global politics, Dr. Naím served as the editor of Foreign Policy magazine for 14 years and his advice and insights are sought by many global companies, governments, NGOs and international organizations. He is deeply familiar with leading businesses and political figures throughout Latin America. | | Director Since: 2013 | | | Age: 73 | | | Board Committees: | | | •Compensation | •Public Policy and Regulatory: Having served in government, international organizations and think tanks, Dr. Naím has extensive experience in navigating public policy and regulatory issues and crafting strategies to enhance economic and business performance. | | •Governance | | | •Innovation and Technology | | | | •Corporate Governance and Responsibility: Dr Naím’s insights on global economic and political trends, enable him to offer the Board guidance on best practices in corporate social responsibility and stakeholder engagement across multiple countries. | | Other Public Directorships (past five years) | | | | Career Highlights | | •N/A | | | | Efecto Naím – a Spanish language weekly news program | | | •Host and Producer (since 2011) | | Notable Affiliations: | | | | El País and La Repubblica – daily newspapers in Spain and Italy | | | •Chief International Columnist (since 2003) | | •Carnegie Endowment for International Peace, Distinguished Fellow (since 2011) | | | | Foreign Policy Magazine – an American news publication focused on global affairs | | Education: | •Editor in Chief (1996-2010) | | •B.A., Universidad Metropolitana in Caracas, Venezuela | The World Bank | | | •Executive Director (1990-1992) | | •MSc, Massachusetts Institute of Technology | Venezuelan Government | | | •Minister of Industry and Trade (1989-1990) | | •Ph.D., Massachusetts Institute of Technology | •Director of the Central Bank (1989-1990) |
Risk Management Oversight Structure
| | Reasons for Nomination | | | Ms. Sebastian has several decades of cross-functional experience in finance, law, capital markets, mergers and acquisitions, internal audit, and governance. She has advanced transformational initiatives at several companies and partnered with corporate boards to advise companies on global expansion and navigating evolving regulatory and policy landscapes. | | | In addition to her corporate expertise, Ms. Sebastian has served as an adjunct professor in enterprise risk management and corporate compliance at two leading universities. Her insights strengthen the Board’s oversight of the growth strategy and risk management. | | Teresa M. Sebastian | | | Independent Director | Select Skills and Experience | | | •Public Policy and Regulatory: In her prior role as General Counsel and Chief Compliance Officer at a leading consumer-facing company, Ms. Sebastian advised the board on regulatory risks, compliance and mergers and acquisitions to ensure growth strategies were supported by effective risk mitigation strategies and aligned with long-term objectives. | | Director Since: 2021 | | | Age: 68 | | | Board Committees: | | | | •Corporate Governance and Responsibility: Building on her public company and academic experience, Ms. Sebastian developed a strong expertise in enterprise risk management, corporate compliance and responsible corporate practices. | | •Compensation, Chair | | | •Financial Audit | | | •Governance | •Finance and Investment: Ms. Sebastian has extensive expertise in capital markets transactions, mergers and acquisitions, and evaluating growth opportunities in the context of broader industry and macroeconomic trends. | | Other Public Directorships (past five years) | Career Highlights | | | The Dominion Asset Group - a venture capital firm | | •Kaiser Aluminum Corporation (2019-2025) | •Founder, President and CEO (since 2015) | | | Peckham Industries, Inc. - a construction and materials printer | | •Terminix Global Holdings, Inc. (2021-2022) | •Director and Chair of the Audit Committee (since 2023) | | | University of Michigan Law School | | | •Adjunct Professor, Enterprise Risk Management and Corporate Compliance (2016-2025) | | Education: | | | | Vanderbilt Law School | | •B.G.S, University of Michigan | •Adjunct Professor, Accounting and Enterprise Risk Management (2017-2024) | | •MBA, University of North Florida | Darden Restaurants, Inc. - a multi-brand restaurant operator | | | •SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary (2010-2015) | | •JD, Michigan State University College of Law | | | | Veyance Technologies, Inc. - a manufacturer of engineered rubber products | | •LLM, Wayne State University | •Vice President (2008-2010) |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Director Compensation Program The Governance Committee reviews, no less frequently than every two years, the level and form of compensation paid to Directors, including our Director compensation program’s underlying principles and how such compensation relates to director compensation of companies of comparable size, operating in a comparable industry and/or with equivalent complexity. Under the Corporate Governance Guidelines, a Director who is also an Officer of AES is not permitted to receive additional compensation for service as a Director. Any proposed changes to the Director compensation program are recommended by the Governance Committee to the Board for consideration and approval.
Director Compensation for 2025
Director Compensation for 2025 The Board reviews the Board compensation structure no less frequently than every two years. Board compensation is intended to meet the following goals: •promote the recruitment of talented and experienced Directors to the AES Board; •compensate outside Directors for the workload inherent in a public board Director position; and •retain a strong financial incentive for Directors to maintain and promote the long-term health and viability of the Company. The Board did not increase Director compensation in 2025. Annual Retainer. For 2025, Directors elected at the annual meeting of Stockholders received an annual retainer of $100,000. Directors may elect to take the annual retainer in cash or deferred stock units. The Board also determined that the Chairman would receive compensation at an amount equal to 1.62 times the 2025 annual cash retainer of other AES Board members, and that such amount would be inclusive of all Board responsibilities. Committee Compensation. Committee chairpersons received compensation for their Committee service as outlined below.
Director Compensation for 2025
| Financial Audit Committee Chair | $25,000 | | Compensation Committee Chair | $20,000 | | Finance Committee Chair | $20,000 | | Governance Committee Chair | $20,000 | | Innovation and Technology Committee Chair | $20,000 |
Director Compensation for 2025
Deferred Incentive Compensation Grant. In 2025, Directors received an annual Deferred Incentive Compensation Grant valued at $175,000 in the form of deferred stock units, which, subject to any earlier vesting as permitted under the Amended and Restated Deferred Compensation Program for Directors under the 2025 Equity and Incentive Compensation Plan (the “2025 Plan”), will vest on the earlier of (i) the one‑year anniversary of the grant date and (ii) the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting, and are generally paid following termination of service on the Board. The Board also determined that the Chairman of the Board would receive such a grant in an amount equal to 1.74 times the Deferred Incentive Compensation Grant of other AES Board members. New Directors. Newly elected Directors receive an initial grant consisting of deferred stock units valued at $40,000 and Annual Retainers and a Deferred Incentive Compensation Grant pro-rated for the service provided until the next annual meeting of Stockholders. Non-Employee Director Stock Ownership Guidelines. The Board adopted stock ownership guidelines for Directors that provide for non-employee Directors to accumulate and maintain equity ownership in AES having a value of no less than five times the annual retainer within five years of the date of the Director’s appointment to the Board. All stock and equity interests of a Director are taken into consideration for purposes of considering compliance with the policy, including Director deferred stock units. All Directors have attained the stock ownership guidelines or are on track to attain the stock ownership guidelines within the five year period. Director Compensation (2025)* The following table contains information concerning the compensation of our Directors during 2025.
Director Compensation for 2025
| Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Option Awards(4) | Total | | Gerard M. Anderson Chair—Governance Committee | $120,000 | $175,000 | $0 | $295,000 | | Inderpal S. Bhandari | $100,000 | $175,000 | $0 | $275,000 | | Janet G. Davidson Chair—Innovation and Technology Committee | $120,000 | $175,000 | $0 | $295,000 | | Holly K. Koeppel Chair—Financial Audit Committee | $125,000 | $175,000 | $0 | $300,000 | | Julie M. Laulis | $100,000 | $175,000 | $0 | $275,000 | | Alain Monié Chair—Finance Committee | $120,000 | $175,000 | $0 | $295,000 | | John B. Morse, Jr. Chairman, Lead Independent Director | $161,500 | $304,000 | $0 | $465,500 | | Moisés Naím | $100,000 | $175,000 | $0 | $275,000 | | Teresa M. Sebastian Chair—Compensation Committee | $120,000 | $175,000 | $0 | $295,000 | | Maura Shaughnessy | $100,000 | $175,000 | $0 | $275,000 |
Director Compensation for 2025
* Table excludes the Non-Equity Incentive Plan Compensation, Change in Pension Value and Nonqualified Deferred Compensation Earnings, and All Other Compensation columns, which are not applicable. NOTES: (1) Mr. Gluski, our CEO, is also a member of our Board. His compensation is reported in the Summary Compensation Table (2025, 2024, and 2023) and the other tables set forth in this Proxy Statement. In accordance with our Corporate Governance Guidelines, Management Directors do not receive any additional compensation in connection with service on the Board. (2) Directors elected at the 2025 Annual Meeting of Stockholders received a $100,000 annual retainer (and in the case of the Chairman, $161,500) and may elect to defer any portion of the annual retainer in the form of deferred stock units. Similarly, the Chair of the Board and the Directors may also elect to defer the Chair and Committee Chair fees in the form of deferred stock units. The elective deferral amounts in 2025 were as follows:
Director Compensation for 2025
| | Annual Elective Retainer Deferred | Chair / Committee Chair Retainer Deferred | | Gerard M. Anderson | $100,000 | $0 | | Inderpal S. Bhandari | $100,000 | N/A | | Janet G. Davidson | $50,000 | $10,000 | | Holly K. Koeppel | $50,000 | $12,500 | | Julie M. Laulis | $100,000 | N/A | | Alain Monié | $0 | $0 | | John B. Morse, Jr. | $161,500 | $304,000 | | Moisés Naím | $0 | N/A | | Teresa M. Sebastian | $0 | $20,000 | | Maura Shaughnessy | $100,000 | N/A |
Director Compensation for 2025
(3) This column includes the aggregate grant date fair value of the annual Deferred Incentive Compensation Grant granted in 2025. The aggregate grant date fair values were computed in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”), disregarding any estimates of forfeitures related to service-based vesting conditions. The grant date fair value of the deferred stock unit awards is based on the closing market price per share of our common stock on the grant date of $11.12 per share. As of December 31, 2025, non-employee Directors had the following total number of deferred stock units credited to their accounts under the 2025 Plan and the Company’s predecessor plans: Gerard M. Anderson - 43,006; Inderpal S. Bhandari - 47,322; Janet G. Davidson - 91,171; Holly K. Koeppel - 183,301; Julie M. Laulis - 97,078; Alain Monié - 119,703; John B. Morse, Jr. - 408,598; Moisés Naím - 211,818; Teresa M. Sebastian - 52,501; and Maura Shaughnessy - 73,235. (4) No stock option grants were made in 2025. As of December 31, 2025, only one Director held options: Alain Monié - 99,051.
Executive Summary
| 2025 Annual Bonus Payout | CEO’s 2025 Long-Term Incentive award (at target) reduced | | 138% | -30% | | with a 15% increase in the weighting of the financial metrics compared to prior year | resulting in an entirely performance based award |
Executive Summary
The fundamentals of the business remain strong as is reflected by the annual incentive plan results. The performance of financial metrics, safety and our growth measures, resulted in an annual short-term incentive payout at 138%. Our four-year average performance was above the midpoint for the Adjusted EPS incentive measure and the Parent FCF incentive measure.
Executive Summary
| | What We Do | | What We Don’t Do | | ☑ | Pay-for-Performance Alignment | ☒ | No “Single-Trigger” Vesting of Equity Awards with a CIC | | ☑ | Target Total Compensation at Approximately the 50th Percentile of Survey Data | ☒ | No Special Retirement Benefit Formulas for NEOs | | ☑ | Heavy Weight on Performance-Based Compensation | ☒ | No Hedging or Pledging | | ☑ | Maintain Market-Competitive Stock Ownership Guidelines | ☒ | No CIC Excise Tax Gross-Ups | | ☑ | All Change-In-Control (“CIC”) Benefits Conditioned upon a “Double-Trigger” Acceleration Provision | ☒ | No Perquisites, Except For International Relocation-Related Benefits | | ☑ | Clawback Policy in Compliance with NYSE and SEC Requirements | ☒ | No Backdating or Option Repricings | | ☑ | Independent Consultant Retained by the Compensation Committee | ☒ | Dividends Only Paid Upon Vesting of Equity Awards | | ☑ | Executive Cash Severance Policy that Generally Limits Base Salary Plus Target Incentive Bonus to 2.99x | | |
Role of the Compensation Committee, Independent Compensation Consultant, and Management
Role of the Compensation Committee, Independent Compensation Consultant, and Management
Role of the Compensation Committee, Independent Compensation Consultant, and Management
| | Compensation Committee | Independent Compensation Consultant | Management (CEO & CHRO) | | Provide overall oversight of the Company’s compensation and benefit plans, including plans in which the NEOs participate | l | | | | Annually review NEO compensation and, if appropriate, propose changes to target total compensation for Board of Directors’ approval | l | | | | Approve performance goals for annual and long-term incentive plans within the first three months of the performance period | l | | | | Based on an assessment of performance against pre-set goals, approve payouts to NEOs under incentive plans and propose for Board of Directors’ approval | l | | | | Participate in all Compensation Committee meetings | l | l | l | | Participate in executive sessions of the Compensation Committee | l | As requested | | | Prepare and summarize detailed information on the Company’s performance and, as applicable, performance of individual executives | | | l | | Prepare and provide (in advance whenever possible) additional materials regarding our executive compensation plans for review and discussion by the Compensation Committee in its meetings | | | l | | Based on business strategy, propose any changes to incentive plan designs | | | l | | With the Compensation Committee’s knowledge, provide background information to the independent consultant required for the consultant to carry out its duties | | | l | | Update the Compensation Committee on market trends, regulatory matters and governance best practices related to executive compensation | | l | | | Review and provide the Compensation Committee with feedback on market competitiveness of any changes to target total compensation proposed by management | | l | | | Review and provide the Compensation Committee with feedback on incentive plan changes proposed by management | | l | |
Role of the Compensation Committee, Independent Compensation Consultant, and Management
In 2025, the Compensation Committee retained Meridian Compensation Partners (“Meridian”) to serve as its Independent Compensation Consultant. The Compensation Committee has reviewed the independence of Meridian as required by the NYSE rules that relate to the engagement of its advisors. The Compensation Committee, after taking into consideration all relevant factors, determined Meridian to be independent. Other than services provided to the Compensation Committee and Governance Committee, Meridian did not provide any other services to AES in 2025.
CEO’s 2025 Compensation Adjustment
CEO’s 2025 Compensation Adjustment In 2025, in response to trends observed in the Company’s share price and to align with Stockholders’ interests, the Compensation Committee (at the CEO’s request) reduced the CEO’s total target compensation opportunity by eliminating the time-based vesting RSUs. This resulted in a 30% reduction in his target long-term compensation, which was then comprised of 100% performance-based awards.
CEO’s 2025 Compensation Adjustment
| | Element | CEO | Other NEOs (Average) | Purpose | Key Characteristics | | Fixed | | 12% | 22% | | | | | Base Salary | | | Maintain market competitiveness and retain our NEOs | Reflects the NEOs’ scope of responsibility, experience and expertise | | Variable | | 88% | 78% | | | | | Annual Incentive Awards | | | Provide performance-based compensation tied to the Company’s annual objectives | Metrics •Safety (10%) •Financials (70%) •Green Growth (15%) •New Business Models (5%) | | | Restricted Stock Units (“RSUs”) | | | Recognize and reward NEOs’ contributions to the company's growth and success; settles in shares | •30% of annual LTC grant for the NEOs (other than the CEO) •CEO’s 2025 grant did not include any RSUs •Three-year ratable vest | | | Performance Stock Units (“PSUs”) | | | Directly link NEOs’ interests with those of Stockholders and AES’ long-term financial performance; settles in shares | •35% of annual LTC grant for the NEOs (other than the CEO) •50% of annual LTC grant for the CEO •Tied to Parent FCF metric •Three-year cliff vest | | | Performance Cash Units (“PCUs”) | | | Directly link NEOs’ interests with those of Stockholders and AES’ long-term share price performance; settles in cash | •35% of annual LTC grant for the NEOs (other than the CEO) •50% of annual LTC grant for the CEO •Tied to Relative TSR metric –S&P 500 Index –S&P Utilities Index –Clean Energy Peer Group •Three-year cliff vest |
2025 Compensation Determinations
Annual Incentive Award Our NEOs are eligible for annual incentive awards based on pre-established safety, financial and strategic goals under The AES Corporation Performance Incentive Plan (the “Performance Incentive Plan”). Awards are paid out, if earned, in the first quarter of the following year based on the following formula.
2025 Performance Results
2025 Performance Results In early 2026, the Compensation Committee and the Board of Directors approved the annual incentive payouts for 2025. The following table reflects the measures, weights, and targets approved by the Compensation Committee, as well as the 2025 results. No alterations or increases were applied to the annual incentive payout calculations. The final payout is derived from the results below. The AES Corporate Performance score is rounded to the nearest whole number. Please reference the footnotes below and Appendix C for additional information regarding the range of performance targets (including thresholds and maximums) and associated payout formulas.
2025 Performance Results
| Category | Metric | Weighting | Target | Performance Results | Payout % | | Safety1 | Serious Safety Incidents | 5% | No Incidents | No Incidents | 200% | | | Non-Injury SIP Rate | 5% | 0.95 | 1.54 | 115% | | | Safety Meetings | | 95.0% | 98.4% | | | | Safety Walks | | 13,011 | 17,560 | | | Financials2 | Adjusted EPS | 10% | $2.18 | $2.34 | 173% | | | Adjusted EBITDA | 40% | $2,750M | $2,871M | 144% | | | Parent FCF | 20% | $1,200M | $1,219M | 116% | | Green Growth3 | Growth | 5% | 4,000MW | 4,301MW | 130% | | | COD Achieved | 10% | 3,100MW | 3,167MW | 109% | | New Business Models4 | New Business or Products | 5% | Data Centers - Signed LOI Maximo - 70MWs/$20M AI Fund - $4M/2 pre-seed | 140% | 140% | | FINAL PAYOUT: 138% | | | | | |
2025 Performance Results
(1) Reference Appendix C for details of the Safety metrics and their corresponding payout levels. (2) The financial metrics are non-GAAP measures. Assuming the threshold requirement for each financial measure is met, the score ranges from 50% to 200%: 50% score corresponds to actual results at 90% of the target goal, and a 200% score corresponds to actual results at 110% of the target goal. (3) Assuming the threshold requirement for the Green Growth and COD metrics are met, the score ranges from 50% to 200%: 50% score corresponds to actual results at 75% of the target goal, and a 200% score corresponds to actual results at 125% of the target goal. AES had committed to 14 to 17 GW of Green Growth through 2025 and the target goal reflects the fluctuations during the time period. (4) The 140% performance in this category is based on the significant achievements AES made towards progressing its new products. The following paragraph includes additional details. The Compensation Committee approved a quantitative performance assessment of 140% to recognize the Company’s new business achievements and significant advancements. In 2025, AES made significant progress towards executing on new DTAs and signing new PPAs for data centers with hyperscalers. Maximo, the first robotic solution using advanced AI vision systems for automated solar modular installation, signed and completed 72 MWs of contracts with EPC companies. In addition, AES received an expression of interest from prospective investors for up to $20M of potential new funding for Maximo. Lastly, we signed multi-year, multi-million dollar contracts with two businesses co-built with the AI Fund, a partnership designed to build AI-driven solutions that deliver next level outcomes for customers while improving sustainability and resilience across the industry.
NEO 2025 Annual Incentive Payouts
NEO 2025 Annual Incentive Payouts The following table shows the 2025 annual incentive payout for each of our NEOs under the Performance Incentive Plan. The NEOs’ 2025 annual incentive target opportunities were unchanged from 2024.
NEO 2025 Annual Incentive Payouts
| NEO | 2025 Base Salary | 2025 Annual Target % of Salary | 2025 Performance Payout | Actual Payout(1) | | Mr. Gluski | $1,241,000 | 150% | 138% | $2,568,870 | | Mr. Coughlin | $645,000 | 100% | 138% | $890,100 | | Mr. Rubiolo | $550,000 | 100% | 138% | $759,000 | | Mr. Da Santos | $663,000 | 100% | 138% | $914,940 | | Mr. Falú | $555,000 | 100% | 138% | $765,900 |
NEO 2025 Annual Incentive Payouts
(1)Payouts rounded to the nearest hundred. Long-Term Compensation
2025 LTC Awards
2025 LTC Awards In 2025, we utilized the same overall long-term compensation vehicles as in prior years. The mix is weighted towards performance-based awards, which is designed to establish alignment between executive compensation and Stockholder value creation. The LTC awards are intended to reward the achievement of AES’ long-term strategic and financial objectives, retain our NEOs, and incorporate relevant market practices. All awards are subject to service-based conditions. To further emphasize Stockholder value creation, and in response to trends observed in the Company’s share price, the Compensation Committee (at the CEO's request) reduced the CEO's 2025 total target LTC award opportunity by eliminating the time-based vesting RSUs, which historically comprised 30% of his LTC award. As a result, 100% of Mr. Gluski's 2025 award was performance-based, and the total target LTC award value was 30% lower than the prior year.
2025 LTC Awards
| Award Type | CEO Weight | Non-CEO Weight | Details | Vesting Schedule | | Performance Stock Units (“PSUs”) | | | Results tied to three-year performance condition of Parent FCF, a non-GAAP measure. If the conditions are met, the awards settle in shares. | 3-Year Cliff Vest | | Performance Cash Units (“PCUs”) | | | Outcomes contingent upon AES’ TSR from January 1, 2025 through December 31, 2027 relative to the S&P 500 Index (40% weight), S&P Utilities Index (40% weight), and a Clean Energy Peer Group (20% weight). Each PCU is valued at $1. If the conditions are met, the awards settle in cash. | 3-Year Cliff Vest | | Restricted Stock Units (“RSUs”) | | | Award subject to time-based conditions only, to retain and incentivize the NEOs. If the conditions are met, the awards settle in shares. The CEO did not receive RSUs in 2025. | 3-Year Ratable Vest |
2025 LTC Awards
Cumulative Parent FCF was selected because it reflects the ability of our businesses to generate cash for our investors that can be either reinvested in the business or paid to investors through dividends, and additionally is a key metric for ratings agencies. The Compensation Committee approved targets that it believed to be challenging, but achievable and required growth over the prior year’s goals. Relative TSR (“rTSR”) was identified as a measure to align our NEOs’ compensation with our Stockholders’ interests since the ability to earn the award is linked directly to stock price and dividend performance over a period of time. TSR is defined as the appreciation in stock price and dividends paid over the performance period as a percentage of the beginning stock price. To determine share price appreciation, we use a 90-day average stock price for AES relative to the identified peer groups at the beginning and end of the three-year performance period. This avoids short-term volatility impacting the calculation. The selected peer groups are the S&P 500 Index (40% weight), the S&P 500 Utilities Index (40% weight), and the following Clean Energy peers (20% weight):
2025 LTC Awards
| Clean Energy Peer Group | | | Brookfield Renewable Partners L.P. | Iberdrola, S.A. | | Clearway Energy, Inc. | NextEra Energy Inc. | | EDP Renewables | Ørsted A/S | | Enel Américas S.A. | RWE Clean Energy, LLC | | Enlight Renewable Energy Ltd. | |
Payout Levels
Payout Levels The RSUs are subject to time-based vesting conditions and do not have varying payout levels associated with the awards. For the PSUs and PCUs, straight-line interpolation is used for performance between levels to determine the vesting percentage of an award. The following table illustrates the vesting percentage at each percentile rank for the 2025 - 2027 performance period.
Payout Levels
| Award | Metric | Performance Level | Payout Level | | PSUs | Cumulative Parent FCF | Below 90% of target | 0% | | | | 90% of target | 50% | | | | 100% of target | 100% | | | | Greater than 110% of target | 200% | | PCUs | Relative TSR | Below 30th percentile | 0% | | | | 30th percentile | 50% | | | | 50th percentile | 100% | | | | Greater than 90th percentile | 200% |
2025 NEO Grants
2025 NEO Grants Consistent with prior practice, the Company granted LTC awards to the NEOs in February 2025. The grant values below are based on AES’ closing stock price per share on the grant date of the PSUs and RSUs, and a per unit value of $1.00 for the PCUs. To further demonstrate the CEO’s commitment to the Company’s performance and to align with Stockholder’s interests, the Compensation Committee (at the CEO's request) reduced the CEO's 2025 grant by 30% compared to prior years, with no RSU grant made to him. Mr. Gluski’s grant was 100% performance-based, with the same performance metrics as the other NEOs.
2025 NEO Grants
| NEO | 2025 LTC Awards | | | | | | PSUs | PCUs | RSUs | Total | | Mr. Gluski | $3,650,002 | $3,650,000 | $0 | $7,300,002 | | Mr. Coughlin | $629,999 | $630,000 | $540,005 | $1,800,004 | | Mr. Rubiolo | $524,999 | $525,000 | $450,001 | $1,500,000 | | Mr. Da Santos | $559,999 | $560,000 | $480,002 | $1,600,001 | | Mr. Falú | $524,999 | $525,000 | $450,001 | $1,500,000 |
2025 NEO Grants
| Award Type | Weighting | Measure | Minimum | Target | Maximum | Payout % | | PSUs | | Cumulative Parent FCF | | | | 200% | | PCUs | | S&P 500 Index | | | | 0% | | | | S&P 500 Utilities Index | | | | 0% | | | | MSCI Latin America Emerging Markets Index | | | | 0% |
2025 NEO Grants
The 2023 PSU award paid out at 200% of target based on actual Cumulative Parent FCF results of $3,329M during the three-year performance period, which was 111.52% of target. When compared to the 2022 - 2024 PSU three-year performance cycle, the target goal increased by nearly 6% and the actual performance results increased by over 10%. The number of PCUs that vested depended upon AES’ percentile rank against the companies in each of the indices described above. TSR for the Company over the 2023 - 2025 performance period was -41%, which resulted in the Company ranking in the bottom quartiles of TSR for the S&P 500 Utilities Index, S&P 500 Index, and MSCI Latin America Emerging Markets Index. The PCUs were earned at 0% and did not vest due to TSR performance being below the 30th percentile in each index to which AES compares itself. The third tranche of the RSUs granted in February 2023 was subject to a +/- 15% performance modifier based on environmental and social goals. For a description of such goals, please see page 41 of the Company’s 2023 proxy statement. The first and second tranches of the RSUs vested on the first and second anniversaries of the grant date, respectively, based solely on continued service with the Company. Based on the performance assessments, the Compensation Committee determined that the environmental and social goals were collectively earned at 100% of target, resulting in no adjustment of the full award being applied to the vesting of the final tranche.
2025 NEO Grants
| NEO | Target # Units | | | Final # Units Vested(1) | | | | | PSUs | PCUs | RSUs | PSUs | PCUs | RSUs(2) | | Mr. Gluski | 123,512 | 5,212,200 | 27,447 | 247,024 | 0 | 27,447 | | Mr. Coughlin | 18,037 | 761,175 | 4,009 | 36,074 | 0 | 4,009 | | Mr. Rubiolo | 15,891 | 670,588 | 3,532 | 31,782 | 0 | 3,532 | | Mr. Da Santos | 19,228 | 811,440 | 4,273 | 38,456 | 0 | 4,273 | | Mr. Falú | 9,985 | 421,350 | 2,219 | 19,970 | 0 | 2,219 |
2025 NEO Grants
(1) For the 2023 - 2025 LTC awards, PSU performance results were 200% of target, PCUs performance results were 0% of target, and the RSUs were earned at 100% of target. (2) Final vesting of the third tranche of the 2023 RSUs. While the 2023 PSU grant paid out above target, it is important to note that these awards settle in shares. The executives received above target payouts, but their award value decreased substantially due to declines in AES’ share price. Using AES’ closing price per share on December 31, 2025, the above target PSU settlement for each executive is 14% above the aggregate grant date value of the 2023 PSU awards granted to them.
CEO Long-Term Compensation Pay
CEO Long-Term Compensation Pay As noted in the “Overview of AES Total Compensation,” our CEO’s compensation is predominantly performance-based. To further demonstrate the CEO’s commitment to the Company’s performance and align with Stockholder’s interests, Mr. Gluski’s 2025 and 2026 LTC grant values (at target) were reduced by 30%. In 2025, his LTC grant was 100% performance-based. In addition, taking into consideration the performance of his historical PSU, PCU, and RSU awards, Mr. Gluski’s payout of his long-term compensation grants demonstrates AES’ continued practice of pay for performance. The following chart outlines our CEO’s long-term compensation award values at grant and the current realizable values. (1) In the case of RSUs and PSUs, the “Grant Value” amounts were calculated by multiplying the applicable closing prices per share of the Company’s common stock on the grant date of such award by the number of shares subject to such RSU or PSU award as described in footnotes 2 and 3, respectively. For the purposes of calculating the “Current Value” amounts, the closing price per share of the Company’s common stock on December 31, 2025 ($14.34) was multiplied by the number of shares subject to such RSU or PSU award as described in footnotes 2 and 3, respectively. Mr. Gluski was not granted RSUs in 2025. (2) The 2023 RSUs are reflected at 100% based on actual performance as certified by the Compensation Committee. The 2024 RSUs do not have performance conditions and the values reflect the calculation noted in footnote 1. (3) The 2023 PSUs are reflected at 200% based on actual performance as of December 31, 2025. The current value estimates for the 2024 and 2025 PSUs are reflected between target and maximum based on period to-date results as of December 31, 2025. (4) The PCUs are valued at $1 per unit. The 2023 PCUs are reflected at 0% based on actual performance. The current value estimates for the 2024 and 2025 PCUs are reflected between minimum and target performance based on period to-date results as of December 31, 2025.
Other Relevant Compensation Elements, Policies, and Information
Shares owned directly and shares beneficially acquired under our retirement plans all count toward satisfying the guidelines. Unvested PSUs and unvested RSU awards do not count towards satisfaction of the guidelines. All NEOs were in compliance with the stock ownership guidelines. The Company requires that all net shares (net of option exercise price and/or withholding tax) acquired after the guideline effective date will be retained and cannot be liquidated until the guideline has been met. Severance Policy The Board adopted a severance policy, which provides that the Company will seek Stockholder ratification of new severance arrangements in certain circumstances. The severance policy generally provides that, after October 6, 2022, AES will not enter into any new employment agreement or severance agreement with an executive officer (defined as an “officer” within the meaning of Rule 16a-1(f) of the Exchange Act) that provides for “cash severance benefits” exceeding 2.99 times the sum of the executive’s annual base salary plus target annual bonus opportunity without seeking Stockholder ratification of the agreement (with limited exceptions). Under the severance policy, “cash severance benefits” are defined to include cash payments made in connection with the termination of the executive's employment (excluding payments relating to (A) long-incentive awards (i.e., an original aggregate vesting schedule of greater than one year) previously granted and that become payable as a result of employment termination and (B) any accrued amounts that become payable under deferred compensation, retirement, and other similar plans); for any consulting services; to secure an agreement not to compete with AES; that are not generally available to similarly situated management employees; in excess of, or outside of, the terms of a plan or policy; and to offset tax liability in respect of any of the foregoing. Severance and Change in Control Arrangements The Executive Severance Plan applies to all of the Company’s executive officers, the design of which is consistent with current market practices. Newly hired or promoted executives are generally included in this plan beginning on the first date of their executive appointment. The Executive Severance Plan does not contain any excise tax gross-ups and, thus, none of our NEOs are eligible for an excise tax gross-up for any payments received upon termination. The Company provides severance benefits for qualifying termination both related and unrelated to a change in control (“CIC”) to enable the attraction and retention of key executive talent. Also, in the case of severance benefits upon a qualifying termination related to a CIC, the Company believes these benefits align the NEOs’ interests with those of Stockholders by mitigating any uncertainties the NEOs may have about their ongoing employment if the CIC is pursued. The Company provides severance benefits after a CIC only if there is a qualifying termination of employment following the CIC (i.e., “double-trigger benefits”). For a description of the severance payments and benefits received by an executive officer in the event of a qualifying termination, see “Benefit Treatment Upon Termination.” Clawback Policy and Forfeiture Provisions In accordance with the requirements of the NYSE listing standards, we maintain an executive officer clawback policy (the “Clawback Policy”) that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former Section 16 officer of the Company, as defined in Rule 16a-1(f) under the Exchange Act (a “Covered Officer”), in the event of an accounting restatement. Unless an exception applies, the Company will recover reasonably promptly from each Covered Officer the applicable incentive compensation received by such Covered Officer in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws as provided in the Clawback Policy. In addition, under The AES Corporation 2003 Long-Term Compensation Plan, upon termination of employment by the Company for Cause (defined to include dishonesty; insubordination; continued and repeated failure to perform assigned duties or willful misconduct in the performance of such duties; intentionally engaging in unsatisfactory performance; failing to make a good faith effort to bring unsatisfactory performance to an acceptable level; violation of the Company’s policies, procedures, rules or recognized standards of behavior; misconduct related to the employee’s employment; or a charge, indictment or conviction of, or a plea of guilty or nolo contendere to, a felony, whether or not in connection with the performance by the Employee of his or her duties or obligations to the Company), any equity award held by an employee, for which the restrictions have not lapsed, which is not exercisable or which is not payable, will automatically be forfeited in full and canceled by the Company upon such termination of employment or service. In the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 AES Form 10-K”), the Company restated its previously issued interim (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, and (iv) Condensed Consolidated Statements of Changes in Equity as of and for the three and six months ended June 30, 2024, and as of and for the three and nine months ended September 30, 2024. During the normal course of the preparation of AES’ audited consolidated financial statements for the year ended December 31, 2024, the Company determined that it used incomplete data in the estimation of fair value of the net assets of AES Brasil, which was used in the calculation of impairment expense after AES Brasil was classified as held-for-sale in the second quarter of 2024, resulting in an overstatement of impairment expense that was calculated in the second and third quarters of 2024. The Company evaluated the adjustments to impairment expense recorded in such quarters, and after assessing the materiality of such adjustments, restated its financial statements for each of those quarters in the 2024 AES Form 10-K. The correct held-for-sale value was used in the calculation of the gain on the AES Brasil disposal group recorded in the fourth quarter of 2024. This restatement did not have any impact on management’s or other employees’ compensation, as incentive compensation plans were based on the attainment of certain financial and operating metrics unaffected by the adjustments. Accordingly, the Company concluded that no recovery of erroneously awarded compensation was required pursuant to the Clawback Policy. Insider Trading Policy The Board has adopted an Insider Trading Policy and related procedures that govern the purchase, sale, and other dispositions of the Company’s securities by Directors, officers, and employees, as well as by the Company itself. We believe that our Insider Trading Policy and related procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. The policy is filed as an exhibit to our AES Form 10-K. Prohibition Against Hedging and Pledging
Other Relevant Compensation Elements, Policies, and Information
The Insider Trading Policy prohibits AES’ employees (including officers) and Directors from engaging in hedging transactions with respect to AES’ equity securities including, without limitation, the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of AES’ securities. The Company additionally prohibits AES’ employees (including officers) and Directors from holding AES securities in margin accounts and pledging, hypothecating or otherwise using AES securities as collateral for a loan or other form of indebtedness. Equity Grant Practices The Company grants annual equity awards at approximately the same time each year following the approval by the Compensation Committee. The Compensation Committee and the Board of Directors do not take into account material non-public information when determining the timing or terms of equity awards nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation with such equity awards. In 2025 we did not grant stock options, stock appreciation rights, or similar option-like awards to our NEOs.
2025 Summary Compensation Table*
2025 Summary Compensation Table*
2025 Summary Compensation Table*
| Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Andrés Gluski | | | | | | | | CEO | | | | | | | | 2025 | 1,241,000 | — | 5,019,117 | 2,568,870 | 324,909 | 9,153,896 | | 2024 | 1,241,000 | — | 9,368,525 | 2,419,950 | 325,809 | 13,355,284 | | 2023 | 1,241,000 | — | 8,796,107 | 2,364,105 | 314,982 | 12,716,194 | | Stephen Coughlin | | | | | | | | EVP & CFO | | | | | | | | 2025 | 645,000 | 89,010 | 1,406,317 | 890,100 | 124,987 | 3,155,414 | | 2024 | 645,000 | — | 1,617,678 | 838,500 | 114,545 | 3,215,723 | | 2023 | 597,000 | — | 1,284,554 | 1,175,305 | 70,063 | 3,126,922 | | Juan Ignacio Rubiolo | | | | | | | | EVP & COO | | | | | | | | 2025 | 550,000 | — | 1,171,928 | 759,000 | 842,404 | 3,323,332 | | 2024 | 550,000 | — | 1,348,073 | 715,000 | 675,254 | 3,288,327 | | 2023 | 530,000 | — | 1,809,816 | 673,100 | 224,311 | 3,237,227 | | Bernerd Da Santos | | | | | | | | EVP & President, US & Renewables | | | | | | | | 2025 | 663,000 | — | 1,250,057 | 914,940 | 152,132 | 2,980,129 | | 2024 | 663,000 | — | 1,437,936 | 861,900 | 130,748 | 3,093,584 | | 2023 | 644,000 | 204,470 | 1,369,376 | 817,880 | 120,060 | 3,155,786 | | Ricardo Falú(6) | | | | | | | | President | | | | | | | | 2025 | 555,000 | 114,885 | 1,171,928 | 765,900 | 96,891 | 2,704,604 | | 2024 | 555,000 | — | 1,348,073 | 1,023,305 | 249,412 | 3,175,790 |
2025 Summary Compensation Table*
* Table excludes the Option Awards and Change in Pension Value and Nonqualified Deferred Compensation Earnings columns, which are not applicable. (1) The base salary earned by each NEO during fiscal years 2025, 2024, and 2023, as applicable. (2) Mr. Coughlin’s and Mr. Falú’s compensation in the “Bonus” column in 2025 includes a one-time cash award of $89,010, and $114,885 respectively, paid in recognition of outstanding performance in connection with executing business objectives. (3) For each NEO, the aggregate grant date fair values of AES PSUs, PCUs, and RSUs (to the extent applicable) granted in the year, which are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”) disregarding any estimates of forfeitures related to service-based vesting conditions and, in the case of the PSUs, PCUs, and RSUs (where applicable), assuming a target level of performance. A discussion of the relevant assumptions made in the valuation may be found in our financial statements, footnotes to the financial statements (footnote 20), or Management’s Discussion & Analysis, as appropriate, contained in the AES Form 10-K, which also includes information for 2024 and 2023. Assuming the maximum market and financial performance conditions are achieved, and in the case of PSUs, the share price at grant, the maximum values of PSUs and PCUs granted in fiscal year 2025, and payable upon completion of the 2025 - 2027 performance period, are shown below.
2025 Summary Compensation Table*
| Maximum Value of PSUs and PCUs | | | | | Name | PSUs ($) | PCUs ($) | Total ($) | | Mr. Gluski | 7,300,005 | 7,300,000 | 14,600,005 | | Mr. Coughlin | 1,259,998 | 1,260,000 | 2,519,998 | | Mr. Rubiolo | 1,049,999 | 1,050,000 | 2,099,999 | | Mr. Da Santos | 1,119,998 | 1,120,000 | 2,239,998 | | Mr. Falú | 1,049,999 | 1,050,000 | 2,099,999 |
2025 Summary Compensation Table*
(4) The value of non-equity incentive plan awards earned during the 2025 fiscal year and paid in 2026 under the Performance Incentive Plan. (5) All Other Compensation includes Company contributions to both qualified and nonqualified defined contribution retirement plans. Amounts for Mr. Rubiolo and Mr. Falú also include international relocation-related benefits.
2025 Summary Compensation Table*
| Name | AES Contributions to Qualified Defined Contribution Plans ($) | AES Contributions to Nonqualified Defined Contribution Plans ($) | International Relocation-Related Benefits(a) ($) | Total All Other Compensation ($) | | Mr. Gluski | 31,500 | 293,409 | — | 324,909 | | Mr. Coughlin | 31,500 | 93,487 | — | 124,987 | | Mr. Rubiolo | 31,500 | 71,678 | 739,226 | 842,404 | | Mr. Da Santos | 31,500 | 120,632 | — | 152,132 | | Mr. Falú | 31,500 | 61,345 | 4,046 | 96,891 |
2025 Summary Compensation Table*
a. For Mr. Rubiolo, the amounts include the following benefits related to international relocation: tax equalization for compensation paid ($624,358), which ended in 2025, education reimbursement ($114,004), and expenses associated with a relocation to the United States from Panama ($864). For Mr. Falú, the amounts include the following benefits related to international relocation: related tax gross-up payments ($638) and expenses associated with a relocation to the United States from Chile ($3,408). (6) Mr. Falú was not an NEO prior to 2024. Therefore, no compensation information appears for him for 2023, in accordance with applicable SEC rules.
2025 Grants of Plan-Based Awards*
2025 Grants of Plan-Based Awards*
2025 Grants of Plan-Based Awards*
| Grant Date | Award Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Andrés Gluski | | | | | | | | | | | | AIP | — | 1,861,500 | 3,723,000 | | | | | | | 2/21/2025 | PSU | | | | — | 344,665 | 689,330 | | 3,650,002 | | 2/21/2025 | PCU | | | | 1,825,000 | 3,650,000 | 7,300,000 | | 1,369,115 | | 2/21/2025 | RSU | | | | | | | — | — | | Stephen Coughlin | | | | | | | | | | | | AIP | — | 645,000 | 1,290,000 | | | | | | | 2/21/2025 | PSU | | | | — | 59,490 | 118,980 | | 629,999 | | 2/21/2025 | PCU | | | | 315,000 | 630,000 | 1,260,000 | | 236,313 | | 2/21/2025 | RSU | | | | | | | 50,992 | 540,005 | | Juan Ignacio Rubiolo | | | | | | | | | | | | AIP | — | 550,000 | 1,100,000 | | | | | | | 2/21/2025 | PSU | | | | — | 49,575 | 99,150 | | 524,999 | | 2/21/2025 | PCU | | | | 262,500 | 525,000 | 1,050,000 | | 196,928 | | 2/21/2025 | RSU | | | | | | | 42,493 | 450,001 | | Bernerd Da Santos | | | | | | | | | | | | AIP | — | 663,000 | 1,326,000 | | | | | | | 2/21/2025 | PSU | | | | — | 52,880 | 105,760 | | 559,999 | | 2/21/2025 | PCU | | | | 280,000 | 560,000 | 1,120,000 | | 210,056 | | 2/21/2025 | RSU | | | | | | | 45,326 | 480,002 | | Ricardo Falú | | | | | | | | | | | | AIP | — | 555,000 | 1,110,000 | | | | | | | 2/21/2025 | PSU | | | | — | 49,575 | 99,150 | | 524,999 | | 2/21/2025 | PCU | | | | 262,500 | 525,000 | 1,050,000 | | 196,928 | | 2/21/2025 | RSU | | | | | | | 42,493 | 450,001 |
2025 Grants of Plan-Based Awards*
* Table excludes “All other option awards: Number of securities underlying options” and “Exercise or base price of option awards” columns since AES did not grant options in 2025. (1) Reflects the threshold, target, and maximum annual cash incentive amounts that could have been earned pursuant to the 2025 awards granted under the Performance Incentive Plan. The amounts of annual cash incentive awards earned in 2025 by our NEOs were determined and paid in the first quarter of 2026, and are included in the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table.” For additional information, please see “2025 Compensation Determinations — Annual Incentive Award.” (2) Amounts reflect the threshold, target, and maximum numbers of (i) PSUs and (ii) PCUs granted under the 2003 Long-Term Compensation Plan. For additional information, please see “2025 Compensation Determinations — Long-Term Compensation.” (3) Amounts reflect the RSUs granted under the 2003 Long-Term Compensation Plan which generally vest on a service-based condition ratably over three years. For additional information, please see “2025 Compensation Determinations — Long-Term Compensation.” (4) For all NEOs (to the extent applicable), reflects the aggregate grant date fair value of PSUs, PCUs and RSUs granted in the year which are computed in accordance with FASB ASC Topic 718, disregarding any estimates of forfeitures related to service-based vesting conditions and, in the case of the PSUs and PCUs, assuming a target level of performance. Please reference footnote 2 of the “2025 Summary Compensation Table” for additional details.
2025 Outstanding Equity Awards at Fiscal Year-End*
2025 Outstanding Equity Awards at Fiscal Year-End* The following table contains information concerning unvested stock awards granted to the NEOs which were outstanding on December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year-End*
| Stock Awards | | | | | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Andrés Gluski | | | | | 157,753 | 2,262,178 | 1,145,398(2) | 16,425,007 | | | | 3,649,270(3) | 3,649,270 | | Stephen Coughlin | | | | | 77,501 | 1,111,364 | 197,730(2) | 2,835,448 | | | | 630,000(3) | 630,000 | | Juan Ignacio Rubiolo | | | | | 73,703 | 1,056,901 | 164,776(2) | 2,362,888 | | | | 525,000(3) | 525,000 | | Bernerd Da Santos | | | | | 69,599 | 998,050 | 175,760(2) | 2,520,398 | | | | 560,000(3) | 560,000 | | Ricardo Falú | | | | | 63,462 | 910,045 | 164,776(2) | 2,362,888 | | | | 525,000(3) | 525,000 |
2025 Outstanding Equity Awards at Fiscal Year-End*
* Table excludes the Option Award columns since the NEOs did not hold options as of December 31, 2025 (stock options were last granted to executive officers in 2015). Stock awards are valued using the closing price per share on the last business day of the year, December 31, 2025 of $14.34, except that PCUs are valued at $1 per unit. (1) Included in this item for all NEOs are: a. An RSU award granted on February 24, 2023 that vested in one remaining installment on February 24, 2026. For all NEOs, the full portion of the final installment is shown. A portion of this award was subject to a +/-15% modifier based on environmental and social goals and was earned at 100%. b. RSU awards granted on February 22, 2024 and February 21, 2025 (to the extent applicable) that vest in three equal installments on the anniversary dates of the awards. Also included in this item for Mr. Rubiolo is a supplemental RSU award granted on February 24, 2023. The award vested ratably solely based on continued service with the Company on the first, second, and third anniversaries of the grant date. (2) Included in this item are: PSUs for all NEOs granted on February 22, 2024 and February 21, 2025 that will vest if earned, upon final certification of results in the first quarters of 2027 and 2028, respectively, based on the financial performance condition of AES’ three-year Cumulative Parent FCF, subject to Committee approval. Based on AES’ performance through the end of fiscal year 2025 relative to the performance criteria, the period to-date results for the 2024 - 2026 and 2025 - 2027 performance periods are between target and maximum, and thus the maximum number of PSUs granted in 2024 and 2025 are included above. (3) Included in this item are: PCUs granted to all NEOs on February 22, 2024 and February 21, 2025 that will vest if earned, upon final certification of results in the first quarters of 2027 and 2028, respectively, based on AES’ three-year cumulative TSR performance relative to peers. Based on AES’ performance through the end of fiscal year 2025 relative to the performance criteria, the period to-date results for the 2024 - 2026 and 2025 - 2027 ongoing performance periods are below threshold and thus the threshold number of PCUs granted in 2024 and 2025 are included above.
2025 Option Exercises and Stock Vested*
2025 Option Exercises and Stock Vested* The following table contains information concerning the vesting of PSU and RSU awards by the NEOs during 2025.
2025 Option Exercises and Stock Vested*
| | Stock Awards (1,2) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Andrés Gluski | 372,843 | 4,882,634 | | Stephen Coughlin | 55,491 | 723,989 | | Juan Ignacio Rubiolo | 77,651 | 1,008,297 | | Bernerd Da Santos | 57,808 | 757,612 | | Ricardo Falú | 54,753 | 720,071 |
2025 Option Exercises and Stock Vested*
* Table excludes the Option Awards columns since the NEOs did not hold options as of December 31, 2025. (1) The performance period for the 2023 PCUs also ended on December 31, 2025 with each unit having a value of $1.00. However, the performance results for all NEOs resulted in a 0% payout. (2) Consists of a portion of the 2022, 2023 and 2024 RSUs, and the 2023 PSU awards which vested based on the three-year performance period ended on December 31, 2025. The value is based on the closing price per share on the applicable vesting date.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation The following table contains information for the NEOs for each of our plans that provides for the deferral of compensation that is not tax-qualified.
2025 Nonqualified Deferred Compensation
| Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Andrés Gluski | RSRP | 186,150 | 293,409 | 1,723,679 | — | 12,057,747 | | Stephen Coughlin | RSRP | 75,435 | 93,487 | 84,688 | — | 607,706 | | Juan Ignacio Rubiolo | IRP(5) | — | — | 13,018 | — | 111,282 | | | RSRP | 32,280 | 71,678 | 4,220 | — | 139,654 | | Bernerd Da Santos | RSRP | 99,450 | 120,632 | 329,633 | — | 2,646,745 | | Ricardo Falú | RSRP | 25,656 | 61,345 | 30,770 | — | 239,928 |
2025 Nonqualified Deferred Compensation
(1) Amounts represent elective contributions to the Restoration Supplemental Retirement Plan (“RSRP”) in 2025. Amounts were deferred from the “Salary” and “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table”. (2) Amounts represent the Company’s contributions to the RSRP. The Company’s contributions to the RSRP and the 401(k) Plan are included in the 2025 row of the “All Other Compensation” of the “2025 Summary Compensation Table.” The table below summarizes the Company contributions under the RSRP that are included in the “2025 Summary Compensation Table.”
2025 Nonqualified Deferred Compensation
| Name | 2025 Contributions ($) | 2024 Contributions ($) | 2023 Contributions ($) | | Mr. Gluski | 293,409 | 294,759 | 285,282 | | Mr. Coughlin | 93,487 | 83,495 | 40,363 | | Mr. Rubiolo | 71,678 | — | — | | Mr. Da Santos | 120,632 | 99,698 | 90,360 | | Mr. Falú | 61,345 | 60,586 | — |
2025 Nonqualified Deferred Compensation
(3) Amounts represent investment earnings under the RSRP and International Retirement Plan (IRP). (4) Amounts represent the balance of the RSRP and IRP at the end of 2025 and are included in the “2025 Summary Compensation Table” as described in footnote 2 herein. (5) Mr. Rubiolo is no longer an active participant in the IRP. In connection with a previous overseas assignment Mr. Rubiolo did participate in the IRP; neither the Company nor Mr. Rubiolo make contributions to the IRP. The only activity in this account is for investment earnings on previously contributed amounts.
Benefit Treatment Upon Termination or Change in Control
Benefit Treatment Upon Termination or Change in Control The following table describes the general treatment of compensation NEOs may receive upon certain termination and change in control (“CIC”) events, subject to the applicable plans and terms and conditions of the awards.
Benefit Treatment Upon Termination or Change in Control
| Element | Voluntary or For Cause | Involuntary Not For Cause or For Good Reason(1) | CIC With Termination(2) or Qualifying Event(2) | Death | Disability(3) | | Base Salary(4) | Annualized base salary through termination date. | Annualized base salary through termination date. | Annualized base salary through termination date. | Designated beneficiary receives annualized base salary through termination date. | Annualized base salary through termination date or, if earlier, the end of the month preceding the month in which disability benefits commence. | | Annual Bonus(4) | None. | Pro-rata bonus paid over the non-compete period. | Pro-rata bonus. | Pro-rata bonus for CEO only. | Pro-rata bonus for CEO only. | | Cash Severance(4) | None. | Payment equal to 1x (2x for CEO) base salary and bonus target for the year in which termination occurs paid over the non-compete period. | Lump sum payment equal to 2x (3x for CEO) base salary and bonus target for the year in which termination occurs. | None. | None. | | RSUs(5)(6) | Unvested awards are forfeited. | Unvested awards are forfeited. | Unvested awards vest at target and are paid on the date of the Qualifying Event. | Unvested awards vest at target and are paid on the separation date. | Unvested awards vest at target and are paid on the separation date. | | PSUs(5)(6) | Unvested awards are forfeited. | Vested awards are paid on the original schedule, subject to performance against the applicable goals. | Full awards vest at target and are paid on the date of the Qualifying Event. | Termination prior to the end of the performance period, full awards vest at target and are paid on separation date. Subsequent to the end of the performance period, full awards vests and are paid on the original schedule, subject to performance against the applicable goals. | Termination prior to the end of the performance period, full awards vest at target and are paid on separation date. Subsequent to the end of the performance period, full awards vests and are paid on the original schedule, subject to performance against the applicable goals. | | PCUs(5)(6) | Unvested awards are forfeited. | Vested awards are paid on the original schedule, subject to performance against the applicable goals. | Full awards vest at target and are paid on the date of the Qualifying Event. | Termination prior to the end of the performance period, full awards vest at target and are paid on separation date. Subsequent to the end of the performance period, full awards vest and are paid on the original schedule, subject to performance against the applicable goals. | Termination prior to the end of the performance period, full awards vest at target and are paid on separation date. Subsequent to the end of the performance period, full awards vest and are paid on the original schedule, subject to performance against the applicable goals. |
Benefit Treatment Upon Termination or Change in Control
| Benefits Continuation(4) | None. | Continued medical, dental, and vision coverage not to exceed 12 months (24 months for CEO). | Continued medical, dental, and vision coverage not to exceed 18 months (36 months for CEO). | None. | None. | | Outplacement Assistance(4) | None. | Reasonable amount provided from termination up to the end of the second calendar year following termination. | Reasonable amount provided from termination up to the end of the second calendar year following termination. | None. | None. |
Benefit Treatment Upon Termination or Change in Control
(1) The Good Reason termination trigger (outside of a CIC) applies only for the Company’s CEO. (2) Under the Executive Severance Plan, the termination must occur within two years following a CIC, (a) by the NEO for Good Reason or (b) involuntarily by the Company (other than for Cause, disability or due to death). Under the terms of the award agreements, a Qualifying Event means (a) the failure of a successor company in a CIC to provide a substantially similar substitute award; (b) an involuntary termination of the NEO without Cause within two years of the consummation of a CIC; and (c) a Good Reason termination by the NEO within two years of the consummation of a Change-in-Control. (3) In the case of termination due to disability, the NEO will also receive disability benefits in accordance with the terms of the long-term disability program then in effect for senior executive officers of the Company. (4) NEOs are eligible to receive payments and benefits upon termination governed by the terms and conditions of the Executive Severance Plan. As a condition of participation in the Executive Severance Plan, NEOs are subject to certain non-competition (12 months for NEOs and 24 months for the CEO), non-solicitation (12 months for NEOs and 24 months for the CEO), non-disparagement (ongoing), and confidentiality (ongoing) obligations, as described in the Executive Severance Plan. The NEOs are also required to execute a general release of claims against the Company. (5) A voluntary Qualified and Early Retirement means a retirement approved in accordance with Company policy, in effect at the time of such retirement. To meet the requirements of a Qualified Retirement, an employee must be: (i) at least 60 years of age; and (ii) have at least seven years of service as an employee. For an Early Retirement an employee must be: (i) at least 57 years of age; and (ii) have at least 10 years of service as an employee. In the case of an approved Qualified or Early retirement, the outstanding RSUs, PSUs, and PCUs fully vest on the original schedule, subject to performance against applicable goals, where applicable. (6) NEOs are eligible to receive payments and benefits upon termination governed by the terms and conditions of the applicable award agreements under the 2003 Long-Term Compensation Plan. The award agreements include non-solicit provisions which provide that, for a period of 12 months following termination of employment, a NEO will not solicit employees of the Company. The scenarios described above assume that former employees comply with the terms and conditions of the plans, awards and applicable restrictive covenants. Due to the many factors that affect the nature and amount of any benefits provided upon termination events, actual amounts paid or distributed to NEOs may be different from the values shown in the table. For additional information pertaining to definition of terms, please reference “Appendix B: Definition of Terms.”
Potential Payments Upon Termination
Potential Payments Upon Termination The following table contains estimated payments and benefits to each of the currently employed NEOs in connection with a termination of employment. The amounts assume that a termination or change in control (“CIC”) occurred on December 31, 2025 and, where applicable, use the closing price per share of AES common stock of $14.34, as reported on the NYSE on December 31, 2025.
Potential Payments Upon Termination
| | Termination(1) | | | | | | Name | Voluntary(2) or For Cause ($) | Involuntary Not For Cause or For Good Reason ($) | CIC With Qualifying Termination/Event ($) | Death ($) | Disability ($) | | Andrés Gluski | | | | | | | Cash Severance(3) | — | 6,205,000 | 9,307,500 | — | — | | Accelerated Vesting of LTC(4) | — | — | 17,773,222 | 17,773,222 | 17,773,222 | | Benefits Continuation(5) | — | 52,156 | 78,234 | — | — | | Outplacement Assistance(6) | — | 25,000 | 25,000 | — | — | | Total | — | 6,282,156 | 27,183,956 | 17,773,222 | 17,773,222 | | Stephen Coughlin | | | | | | | Cash Severance(3) | — | 1,290,000 | 2,580,000 | — | — | | Accelerated Vesting of LTC(4) | — | — | 3,789,088 | 3,789,088 | 3,789,088 | | Benefits Continuation(5) | — | 23,268 | 34,902 | — | — | | Outplacement Assistance(6) | — | 25,000 | 25,000 | — | — | | Total | — | 1,338,268 | 6,428,990 | 3,789,088 | 3,789,088 | | Juan Ignacio Rubiolo | | | | | | | Cash Severance(3) | — | 1,100,000 | 2,200,000 | — | — | | Accelerated Vesting of LTC(4) | — | — | 3,288,345 | 3,288,345 | 3,288,345 | | Benefits Continuation(5) | — | 23,268 | 34,902 | — | — | | Outplacement Assistance(6) | — | 25,000 | 25,000 | — | — | | Total | — | 1,148,268 | 5,548,247 | 3,288,345 | 3,288,345 | | Bernerd Da Santos | | | | | | | Cash Severance(3) | — | 1,326,000 | 2,652,000 | — | — | | Accelerated Vesting of LTC(4) | — | — | 3,378,249 | 3,378,249 | 3,378,249 | | Benefits Continuation(5) | — | 23,268 | 34,902 | — | — | | Outplacement Assistance(6) | — | 25,000 | 25,000 | — | — | | Total | — | 1,374,268 | 6,090,151 | 3,378,249 | 3,378,249 | | Ricardo Falú | | | | | | | Cash Severance(3) | — | 1,110,000 | 2,220,000 | — | — | | Accelerated Vesting of LTC(4) | — | — | 3,141,489 | 3,141,489 | 3,141,489 | | Benefits Continuation(5) | — | 23,746 | 35,619 | — | — | | Outplacement Assistance(6) | — | 25,000 | 25,000 | — | — | | Total | — | 1,158,746 | 5,422,108 | 3,141,489 | 3,141,489 |
Potential Payments Upon Termination
(1) The NEOs receive no additional payments or benefits if there is i) a voluntary termination unrelated to Qualified Retirement or Early Retirement; ii) a termination for Cause; or iii) a CIC without a termination or Qualifying Event. (2) As of December 31, 2025, Mr. Gluski and Mr. Da Santos had reached both the age and years of service criteria to be eligible for a Qualified Retirement, which requires Committee approval. If Mr. Gluski had retired on December 31, 2025, and the Compensation Committee approved a Qualified Retirement, the aggregate value of his PSUs, PCUs, and RSUs (all assumed at target performance, where applicable), would have been $17,773,222. If Mr. Da Santos had retired on December 31, 2025, and the Compensation Committee approved a Qualified Retirement, the aggregate value of his PSUs, PCUs, and RSUs (all assumed at target performance, where applicable), would have been $3,378,249. (3) Upon an involuntary termination not for Cause or a qualifying termination following a CIC, and in the case of Mr. Gluski, termination due to death or disability, or Good Reason (outside of change-in-control), a pro-rata bonus to the extent earned would be payable. Pro-rata bonus amounts are not included in the above table because as of December 31, 2025, the service and performance conditions under AES’ 2025 annual incentive plan would have been satisfied. (4) Accelerated Vesting of LTC includes the value of outstanding PSUs, PCUs, and RSUs, all at the target payout levels. (5) Upon an involuntary termination not for Cause or a qualifying termination following a CIC, and in the case of Mr. Gluski, termination for Good Reason (outside of CIC), the NEO may receive continued medical, dental and vision benefits. The value of benefits continuation is based on the share of premiums paid by the Company on each NEO’s behalf in 2025, based on the coverage in place at the end of December 2025. For the period that benefits are continued, each NEO is responsible for paying the portion of premiums previously paid as an employee. (6) Upon an involuntary termination not for Cause or a qualifying termination following a CIC, and in the case of Mr. Gluski, termination for Good Reason (outside of CIC), the NEOs are eligible for outplacement benefits. The estimated value of this benefit is $25,000.
CEO Pay Ratio
CEO Pay Ratio As required by SEC rules, we are disclosing the median annual total compensation of all employees of AES (excluding the CEO), the annual total compensation of the CEO, and the ratio of the median annual total compensation of all employees to the annual total compensation of the CEO. We may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose the total compensation for that employee each year, provided that, during the last completed fiscal year, there has been no change in the employee population or employee arrangements that we reasonably believe would result in a significant change to the prior year’s CEO pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there were no changes that would significantly impact the 2024 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2025. Although this was the case, the median employee used in 2024 is no longer employed by the Company. Consistent with SEC rules, for 2025, we chose to use a substitute employee, immediately adjacent to the initial median employee, who had substantially similar compensation to that of the initial median employee, based on the compensation measure we had used to select the initial median employee. For the pay ratio analysis of the employee population conducted in 2024, we chose December 1, 2024 as the determination date to identify our median employee, which date was within the last three months of the 2024 fiscal year. As of that date, we had roughly 9,100 employees. We selected the median employee using the following compensation elements: base salary, target bonus, and target LTC. For purposes of reporting annual total compensation and the ratio of annual total compensation of the CEO to the median employee, both the CEO and median employee’s annual total compensation are calculated consistent with the disclosure requirements of executive compensation under Item 402(c)(2)(x) of Regulation S-K. In 2025, the median employee’s annual total compensation was $76,082, and the total annual compensation of our CEO was $9,153,896. The ratio of the total annual compensation of our CEO to the total annual compensation of our median employee for fiscal 2025 is 120:1. The Company has not made any of the adjustments permissible by the SEC, nor have any material assumptions or estimates been made to identify the median employee or to determine total annual compensation.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO1 (b) | Compensation Actually Paid to PEO1,2 (c) | Average Summary Compensation Table Total for Non-PEO NEOs1 (d) | Average Compensation Actually Paid to Non-PEO NEOs 1,2 (e) | Total Shareholder Return3 (f) | Peer Group Total Share-holder Return3 (g) | Net Income ($M) (h) | Parent Free Cash Flow ($M)4 (i) | | 2025 | $9,153,896 | $13,430,738 | $3,040,870 | $3,898,000 | $73 | $159 | $162 | $1,219 | | 2024 | $13,355,284 | $5,896,312 | $3,193,356 | $1,803,133 | $62 | $138 | $802 | $1,107 | | 2023 | $12,716,194 | ($5,546,374) | $3,023,432 | $31,596 | $89 | $112 | ($182) | $1,003 | | 2022 | $12,525,258 | $27,934,235 | $3,210,492 | $4,525,790 | $129 | $120 | ($505) | $906 | | 2021 | $14,379,190 | $13,464,027 | $3,363,281 | $2,482,306 | $106 | $118 | ($409) | $839 |
Pay Versus Performance Table
(1) Mr. Gluski served as our principal executive officer (“PEO”) for the full year in 2025, 2024, 2023, 2022 and 2021. For 2025 and 2024, our non-PEO named executive officers (NEOs) included Mr. Coughlin, Mr. Rubiolo, Mr. Falú, and Mr. Da Santos. For 2023, our non-PEO NEOs included Mr. Coughlin, Mr. Rubiolo, Mr. Da Santos, and Ms. Mendoza. For 2022, our non-PEO NEOs included Mr. Coughlin, Mr. Da Santos, Mr. Rubiolo, Ms. Mendoza, and Mr. Nebreda. For 2021, our non-PEO NEOs included Mr. Coughlin, Mr. Pimenta, Mr. Da Santos, Ms. Mendoza, and Ms. Krueger. (2) For 2025, 2024, 2023, 2022 and 2021, the values included in this column for the compensation actually paid (CAP) to our PEO and the average compensation actually paid to our Non-PEO NEOs reflect the adjustments to the values included in column (b) and column (d), respectively:
Pay Versus Performance Table
| PEO | | 2025 | | Summary Compensation Table Total for PEO (column (b))* | | $9,153,896 | | - | Summary Compensation Table “Stock Awards” column value | ($5,019,117) | | - | Summary Compensation Table “Options Awards” column value | $0 | | + | Year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $7,614,896 | | + | Change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $990,794 | | + | Vesting date fair value of equity awards granted and vested in the covered year | $0 | | + | Change in fair value of equity awards granted in prior years that vested in the covered year | $84,145 | | - | Fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | ($72,450) | | + | Dollar value of dividends/earnings paid on equity awards in the covered year | $678,574 | | + | Excess fair value for equity award modifications | $0 | | Compensation Actually Paid to PEO (column (c)) | | $13,430,738 |
Pay Versus Performance Table
*Pension calculations excluded from the above table as AES’ PEO does not participate in any pension plan.
Pay Versus Performance Table
| Average for Non-PEO NEOs | | 2025 | | Summary Compensation Table Average Total for Non-PEO NEOs (column (d))* | | $3,040,870 | | - | Summary Compensation Table “Stock Awards” Column Value | ($1,250,058) | | - | Summary Compensation Table “Options Awards” Column Value | $0 | | + | Year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $1,818,285 | | + | Change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $154,319 | | + | Vesting date fair value of equity awards granted and vested in the covered year | $0 | | + | Change in fair value of equity awards granted in prior years that vested in the covered year | $11,943 | | - | Fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | ($9,259) | | + | Dollar value of dividends/earnings paid on equity awards in the covered year | $131,900 | | + | Excess fair value for equity award modifications | $0 | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | | $3,898,000 |
Pay Versus Performance Table
*Pension calculations excluded from the above table as AES Non-PEO NEOs do not participate in any pension plan. (3) Total shareholder return (TSR) for the Company and the peer group was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on December 31, 2020 and in accordance with Items 201(e) and 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, our peer group is the S&P 500 Utilities Index. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding the cumulative returns over time. (4) Parent Free Cash Flow is calculated as set forth in Appendix A: Non-GAAP Measures.
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions
| Period | Compensation Actually Paid to PEO | Average Compensation Actually Paid to Non-PEO NEOs | AES’ TSR | Peer Group TSR | Net Income | Parent Free Cash Flow | | 2021 to 2025 | Decrease by 0.2% | Increase by 57% | -30.8% | 35.2% | Increase of $571M | Increase of $380M |
Pay Versus Performance Relationship Descriptions
•Relationship between Compensation Actually Paid to our PEO and the Average of Compensation Actually Paid to Non-PEO NEOs and AES’ Cumulative TSR. From 2021 through 2025, the compensation actually paid to our PEO remained relatively consistent with a 0.2% decrease over the five-year period and the average of the compensation actually paid to the Non-PEO NEOs increased by 57%, compared to AES’ cumulative TSR of -30.8% over the same time period. •Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Net Income. From 2021 through 2025, the compensation actually paid to our PEO remained relatively consistent with a 0.2% decrease over the five-year period and the average of the compensation actually paid to the Non-PEO NEOs increased by 57%, respectively, compared to an increase of $571M in our Net Income over the same time period. Net Income included in the Pay Versus Performance table is calculated in accordance with GAAP. •Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Parent Free Cash Flow. From 2021 through 2025, the compensation actually paid to our PEO remained relatively consistent with a 0.2% decrease over the five-year period and the average of the compensation actually paid to the Non-PEO NEOs increased 57%, respectively, compared to a $380M increase in our Parent Free Cash Flow over the same period. •Relationship Between the Company’s TSR and the Peer Group TSR. AES’ cumulative TSR for the 2021 through 2025 period of -30.8% which lagged that of the peer group (S&P 500 Utilities Index) which was 35.2% over the same period.
How may a Stockholders submit a Director nominee to be included in the Company’s Proxy Statement (Proxy Access)?
How may a Stockholders submit a Director nominee to be included in the Company’s Proxy Statement (Proxy Access)? The Company will include in its proxy statement and on its form of proxy the name of a Director nominee submitted pursuant to Section 9.02 of the By-Laws by an “Eligible Stockholder” who provides the information and satisfies the other provisions of the Company’s proxy access By-Laws. To qualify as an “Eligible Stockholder,” a Stockholder or a group of no more than 20 Stockholders must have continuously owned, for at least three years as of the date of the Stockholder Notice (as defined in the By-Laws), at least three percent (3%) of the outstanding shares of the Company entitled to vote in the election of directors as of the date of the Stockholder Notice (the “Required Shares”) and thereafter continue to own the Required Shares through such annual meeting. •Deadline for notice. The Stockholder notice must be delivered to the Office of the Corporate Secretary no later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the preceding year’s annual meeting (no earlier than November 30, 2026 and no later than December 30, 2026 for the 2027 Annual Meeting). In the event the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was held in the preceding year, the Stockholder Notice must be so delivered not earlier than the close of business on the 150th day prior to such annual meeting and not later than the close of business on the later of the 120th day prior to such annual meeting, or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting for which notice has been given or with respect to which there has been a public announcement of the date of the meeting, commence a new time period (or extend any time period) for the giving of the Stockholder notice as described above. •Other conditions. The ability to include proxy access nominees in the Company’s proxy materials is subject to a number of other requirements, conditions and limitations that are set forth in the By-Laws. The chairperson of the annual meeting may refuse to acknowledge the introduction of any Stockholder proposal or Director nomination not made in compliance with the foregoing procedures.

DEF 14A of Aes Corp

BOARD AND COMMITTEE GOVERNANCE

BOARD AND COMMITTEE GOVERNANCE

BOARD AND COMMITTEE GOVERNANCE

BOARD AND COMMITTEE GOVERNANCE

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

Risk Management Oversight Structure

DIRECTOR COMPENSATION

Director Compensation for 2025

Director Compensation for 2025

Director Compensation for 2025

Director Compensation for 2025

Director Compensation for 2025

Director Compensation for 2025

Director Compensation for 2025

Executive Summary

Executive Summary

Executive Summary

Role of the Compensation Committee, Independent Compensation Consultant, and Management

Role of the Compensation Committee, Independent Compensation Consultant, and Management

Role of the Compensation Committee, Independent Compensation Consultant, and Management

CEO’s 2025 Compensation Adjustment

CEO’s 2025 Compensation Adjustment

2025 Compensation Determinations

2025 Performance Results

2025 Performance Results

2025 Performance Results

NEO 2025 Annual Incentive Payouts

NEO 2025 Annual Incentive Payouts

NEO 2025 Annual Incentive Payouts

2025 LTC Awards

2025 LTC Awards

2025 LTC Awards

2025 LTC Awards

Payout Levels

Payout Levels

2025 NEO Grants

2025 NEO Grants

2025 NEO Grants

2025 NEO Grants

2025 NEO Grants

2025 NEO Grants

CEO Long-Term Compensation Pay

Other Relevant Compensation Elements, Policies, and Information

Other Relevant Compensation Elements, Policies, and Information

2025 Summary Compensation Table*

2025 Summary Compensation Table*

2025 Summary Compensation Table*

2025 Summary Compensation Table*

2025 Summary Compensation Table*

2025 Summary Compensation Table*

2025 Summary Compensation Table*

2025 Grants of Plan-Based Awards*

2025 Grants of Plan-Based Awards*

2025 Grants of Plan-Based Awards*

2025 Outstanding Equity Awards at Fiscal Year-End*

2025 Outstanding Equity Awards at Fiscal Year-End*

2025 Outstanding Equity Awards at Fiscal Year-End*

2025 Option Exercises and Stock Vested*

2025 Option Exercises and Stock Vested*

2025 Option Exercises and Stock Vested*

2025 Nonqualified Deferred Compensation

2025 Nonqualified Deferred Compensation

2025 Nonqualified Deferred Compensation

2025 Nonqualified Deferred Compensation

2025 Nonqualified Deferred Compensation

Benefit Treatment Upon Termination or Change in Control

Benefit Treatment Upon Termination or Change in Control

Benefit Treatment Upon Termination or Change in Control