DEF 14A of Ameren Corp
Filed Mar 26, 2024 · FY20230001104659-24-039037
Election of Directors
Election of Directors • The 13 nominees for director include 12 independent directors, as well as the Company’s chairman, president and CEO. • The Board of Directors believes that the diverse skills, experiences and perspectives represented by the nominees will continue to support effective oversight of the Company’s strategy and performance. • For more information about the nominees’ qualifications, skills, and experiences, please see pages 19-27.
Election of Directors
| | The Board unanimously recommends a vote “FOR” each of the 13 director nominees. |
Election of Directors
The following provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes by shareholders entitled to vote and represented at the Annual Meeting.
Election of Directors
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Election of Directors
| Name | | Age | Director Since | Occupation | Independent | Committee Membership1,2 | | | | | | | | | | | | | ARC | HRC | NCGC | CDTC | FC | NOESC | | | Cynthia J. Brinkley | 64 | 2019 | Retired Chief Administrative and Markets Officer of Centene Corporation | | | C | | | | | | | Catherine S. Brune | 70 | 2011 | Retired President of Allstate Protection Eastern Territory of Allstate Insurance Company | | | | C | | | | | | Ward H. Dickson | 61 | 2018 | Retired Executive Vice President and Chief Financial Officer of WestRock Company | | | | | | C | | | | Noelle K. Eder | 54 | 2018 | Executive Vice President and Global Chief Information Officer of The Cigna Group | | | | | C | | | | | Ellen M. Fitzsimmons | 63 | 2009 | Retired Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation | | | | | | | | | | Rafael Flores | 68 | 2015 | Retired Senior Vice President and Chief Nuclear Officer of Luminant | | | | | | | C | | | Kimberly J. Harris | 59 | 2024 | Retired President and Chief Executive Officer of Puget Energy, Inc. | | | | | | | | | | Richard J. Harshman | 67 | 2013 | Retired Executive Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated | , L3 | | | | | | | | | Craig S. Ivey | 61 | 2018 | Retired President of Consolidated Edison Company of New York, Inc. | | | | | | | | | | James C. Johnson | 71 | 2005 | Retired General Counsel of Loop Capital Markets LLC | | | | | | | | | | Steven H. Lipstein | 68 | 2010 | Retired President and Chief Executive Officer of BJC HealthCare | | | | | | | | | | Martin J. Lyons, Jr. | 57 | 2022 | Chairman, President and Chief Executive Officer of the Company | | | | | | | | | | Leo S. Mackay, Jr. | 62 | 2020 | Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation | | | | | | | |
Election of Directors
| ARC | Audit and Risk Committee | CDTC | Cybersecurity and Digital Technology Committee | C | Member and Chair of a Committee | | HRC | Human Resources Committee | FC | Finance Committee | L | Lead Director | | NCGC | Nominating and Corporate Governance Committee | NOESC | Nuclear, Operations and Environmental Sustainability Committee | | |
Election of Directors
| 2024 Proxy Statement | 13 |
Election of Directors
(1) In accordance with the Board’s retirement age policy, J. Edward Coleman, who currently serves as the Chair of the Audit and Risk Committee and as a member of the Cybersecurity and Digital Technology Committee and the Finance Committee, is not standing for reelection and will retire from the Board effective as of the Annual Meeting. The Board is grateful for Mr. Coleman’s dedicated and distinguished service over the years. Subject to his re-election at the Annual Meeting, Mr. Harshman will succeed Mr. Coleman as Chair of the Audit and Risk Committee. (2) Subject to each director’s re-election at the Annual Meeting, the following changes in committee assignments will become effective: • Mr. Harshman will succeed Mr. Coleman as the chair of the Audit and Risk Committee. • Ms. Fitzsimmons will become a member of the Audit and Risk Committee and will no longer serve on the Nuclear, Operations and Environmental Sustainability Committee. • Mr. Ivey will become a member of the Cybersecurity and Digital Technology Committee. (3) Subject to her re-election at the Annual Meeting, Ms. Fitzsimmons will succeed Mr. Harshman as the Lead Director. Board of Director Highlights
Election of Directors
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Election of Directors
Election of Directors • The 13 nominees for director include 12 independent directors, as well as the Company’s chairman, president and CEO. • The Board believes that the diverse skills, backgrounds, experiences and perspectives represented by the nominees will continue to support effective oversight of the Company’s strategy and performance. • For more information about the nominees’ qualifications, skills, and experiences, please see pages 19-27.
Election of Directors
| | Board Recommendation for Election of Directors The Board unanimously recommends a vote “FOR” each of the 13 director nominees. |
Election of Directors
Thirteen directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In the absence of instructions to the contrary, executed proxies will be voted in favor of the election of the persons listed below. In the event that any nominee for election as director should become unavailable to serve, votes will be cast for such substitute nominee or nominees as may be nominated by the Nominating and Corporate Governance Committee of the Board of Directors and approved by the Board of Directors, or the Board of Directors may reduce the size of the Board in accordance with the Company’s By-Laws and Restated Articles of Incorporation. The Board of Directors knows of no reason why any nominee will not be able to serve as director. The 13 nominees for director who receive the vote of at least a majority of the shares entitled to vote in the election of directors and represented in person or by proxy at the meeting at which a quorum is present will be elected. Shareholders may not cumulate votes in the election of directors. In the event that any nominee for re-election fails to obtain the required majority vote, such nominee will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to any such tendered resignation. If there is a nominee, other than a nominee for re-election, who fails to obtain the required majority vote, such nominee will not be elected to the Board.
Information Concerning Nominees to the Board of Directors
Information Concerning Nominees to the Board of Directors • The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has unanimously nominated the 13 directors named below for election at the Annual Meeting. All of the nominees are currently directors of the Company and, with the exception of Ms. Harris, who was elected to the Board effective January 1, 2024, were elected by shareholders at the Company’s prior annual meeting. • Each nominee has consented to being nominated for director and has agreed to serve if elected. • In addition to the specific experiences, qualifications, attributes or skills detailed below, each nominee has demonstrated the highest professional and personal ethics, broad experiences in business, environmental and sustainability matters, government, education or technology, the ability to provide insights and practical wisdom based on their experience and expertise, a commitment to enhancing shareholder value, compliance with legal and regulatory requirements, and the ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management of the Company. In assessing the composition of the Board of Directors, the Nominating and Corporate Governance Committee recommends Board nominees so that, collectively, the Board is balanced by having the necessary experience, qualifications, attributes and skills and that no nominee is recommended because of one particular criterion, except that the Nominating and Corporate Governance Committee does believe it to be appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules. See “— Board Composition and Refreshment — Consideration of Director Nominees” below for additional information regarding director nominees and the nominating process.
Information Concerning Nominees to the Board of Directors
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Information Concerning Nominees to the Board of Directors
No arrangement or understanding exists between any nominee and the Company or, to the Company’s knowledge, any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee. There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.
Information Concerning Nominees to the Board of Directors
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Information Concerning Nominees to the Board of Directors
| | Cynthia J. Brinkley Retired Chief Administrative and Markets Officer of Centene Corporation Director since: 2019 Age: 64 | STANDING BOARD COMMITTEES: • Human Resources Committee (Chair) • Nominating and Corporate Governance Committee OUTSIDE DIRECTORSHIPS: • Energizer Holdings, Inc., 2014–Present |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: From November 2014 until her retirement in February 2019, Ms. Brinkley served in multiple senior leadership roles at Centene Corporation, a managed health care company, including chief administrative and markets officer from June 2018 to February 2019 and president and chief operating officer from November 2017 to June 2018. Prior to joining Centene, Ms. Brinkley served as vice president of global human resources at General Motors Company from 2011 to 2013. She also held various leadership roles at AT&T Inc., including senior vice president of talent development, chief diversity officer and president of AT&T Missouri. SKILLS AND QUALIFICATIONS: Based primarily upon Ms. Brinkley’s extensive executive management and leadership experience as a former president and chief operating officer of a leading managed health care company, as well as deep experience in the communities which Ameren serves and strong strategic planning, financial, regulatory, compensation, global human capital management and compensation, telecommunications, operations, risk management, environmental and sustainability and administrative skills and experience, the Board concluded that Ms. Brinkley should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
| | Catherine S. Brune Retired President of Allstate Protection Eastern Territory of Allstate Insurance Company Director since: 2011 Age: 70 | STANDING BOARD COMMITTEES: • Cybersecurity and Digital Technology Committee • Finance Committee • Nominating and Corporate Governance Committee (Chair) OUTSIDE DIRECTORSHIPS: • None |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Ms. Brune served as President of Allstate, a personal lines insurer, from October 2011 to November 2013 and oversaw Property/ Casualty operations in 23 states and Canada. Ms. Brune worked in various managerial capacities for Allstate from 1976 to 2013. She was elected the company’s youngest officer in 1986, moving into information technology in the early 1990s. In 2002, Ms. Brune was named Allstate’s Senior Vice President, Chief Information Officer. Ms. Brune was a member of Allstate’s senior leadership team. Ms. Brune retired from Allstate in November 2013. Based primarily upon Ms. Brune’s extensive executive management and leadership experience as a former president and chief information officer of a leading insurance company; strong cybersecurity, information technology, strategic planning, financial, regulatory, compensation, operations, customer relations, risk management and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Ms. Brune should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
| 2024 Proxy Statement | 21 |
Information Concerning Nominees to the Board of Directors
| | Ward H. Dickson Retired Executive Vice President and Chief Financial Officer of WestRock Company Director since: 2018 Age: 61 | STANDING BOARD COMMITTEES: • Cybersecurity and Digital Technology Committee • Finance Committee (Chair) • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • None |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Mr. Dickson served as Executive Vice President and Chief Financial Officer of WestRock Company from July 2015 to November 2021. Mr. Dickson previously served as Executive Vice President and Chief Financial Officer of RockTenn Company, the predecessor of WestRock Company, from September 2013 to July 2015, and in various positions at Cisco Systems from February 2006 to September 2013, most recently as Senior Vice President of Finance. SKILLS AND QUALIFICATIONS: Based primarily upon Mr. Dickson’s extensive executive management and leadership experience as the chief financial officer of an industrial manufacturing company and senior officer of a technology company; extensive financial experience, including accounting, capital markets, capital structure, capital allocation, mergers and acquisitions and investor relations; significant risk management, cybersecurity, information technology, compensation, environmental and sustainability and administrative skills and experience; and contributions as a current Board and committee member, the Board concluded that Mr. Dickson should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
| | Noelle K. Eder Executive Vice President and Global Chief Information Officer of The Cigna Group Director since: 2018 Age: 54 | STANDING BOARD COMMITTEES: • Audit and Risk Committee • Cybersecurity and Digital Technology Committee (Chair) OUTSIDE DIRECTORSHIPS: • None |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Ms. Eder serves as Executive Vice President and Chief Information Officer of The Cigna Group. From March 2018 to September 2020, Ms. Eder served as Executive Vice President and Chief Information and Digital Officer of Hilton Worldwide Holdings Inc. From November 2016 to March 2018, Ms. Eder served as Chief Card Customer Experience Officer of Capital One Financial Corporation, and from September 2014 to November 2016, Ms. Eder served as Executive Vice President, Card Customer Experience of Capital One Financial Corporation. Earlier in her career, Ms. Eder held various positions at Intuit Inc., including as Senior Vice President and Chief Customer Care Officer from May 2013 to August 2014. Based primarily on Ms. Eder’s extensive executive and leadership experience as the executive vice president and chief information officer of a major managed healthcare and insurance company and a major hospitality company; strong consumer-oriented, cybersecurity, digital, information technology, financial, risk management, and administrative skills and experience; and contributions as a current Board and committee member, the Board concluded that Ms. Eder should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
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Information Concerning Nominees to the Board of Directors
| | Ellen M. Fitzsimmons Retired Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation Director since: 2009 Age: 63 | STANDING BOARD COMMITTEES: • Finance Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • None |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Ms. Fitzsimmons served as Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation from December 2019 through December 2023, having previously served as Corporate Executive Vice President, General Counsel and Corporate Secretary of its predecessor, SunTrust Banks, Inc., from 2018. From 2003 to November 2017, Ms. Fitzsimmons served as Senior and Executive Vice President of Law and Public Affairs, General Counsel and Corporate Secretary of CSX Corporation, a transportation supplier, which she joined in 1991. Ms. Fitzsimmons oversaw all legal, government relations and public affairs activities for CSX. During Ms. Fitzsimmons’ tenure with SunTrust and CSX, her responsibilities included key roles in public affairs and corporate governance-related areas. SKILLS AND QUALIFICATIONS: Based primarily upon Ms. Fitzsimmons’ extensive executive and leadership experience as the chief legal officer with broad responsibilities at a major financial services provider and a major transportation supplier, including strong legal, government relations, public affairs, regulatory, accounting, financial, risk management, internal audit, compliance, corporate governance, compensation, human capital management and compensation, inclusion, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Ms. Fitzsimmons should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
| | Rafael Flores Retired Senior Vice President and Chief Nuclear Officer of Luminant Director since: 2015 Age: 68 | STANDING BOARD COMMITTEES: • Audit and Risk Committee • Nuclear, Operations and Environmental Sustainability Committee (Chair) OUTSIDE DIRECTORSHIPS: • None |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Mr. Flores joined Luminant, a private Texas-based electric utility, in 1983 and served as Senior Vice President and Chief Nuclear Officer from 2009 to 2015. In this position, he oversaw operations at the Comanche Peak Nuclear Power Plant in Texas, reported nuclear matters directly to Luminant’s nuclear oversight advisory board and represented Luminant with the Nuclear Regulatory Commission, the Institute of Nuclear Power Operations, the Nuclear Energy Institute and on various committees and working groups in the nuclear industry. Based primarily upon Mr. Flores’ extensive executive and leadership experience as senior vice president and chief nuclear officer of an electric utility; government relations, public affairs, regulatory, industry, risk management, compensation, operations and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Flores should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
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Information Concerning Nominees to the Board of Directors
| | Kimberly J. Harris Retired President and Chief Executive Officer of Puget Energy, Inc. Director since: 2024 Age: 59 | STANDING BOARD COMMITTEES: • Nominating and Corporate Governance Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • U.S. Bancorp, 2014–Present • American Water Works Company, Inc., 2019–Present |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Ms. Harris served as President and Chief Executive Officer of Puget Energy, Inc. (Puget Energy), an energy services holding company, and its subsidiary Puget Sound Energy, Inc. (Puget Sound Energy), a utility company providing electric and natural gas service in the northwest United States, from March 2011 through January 2020. Prior to becoming Chief Executive Officer, Ms. Harris served as President of Puget Energy and Puget Sound Energy from July 2010 through February 2011 and as Executive Vice President and Chief Resource Officer from May 2007 until July 2010. Prior to joining Puget Energy, Ms. Harris practiced law at Perkins Coie LLP. SKILLS AND QUALIFICATIONS: Based primarily upon Ms. Harris’ extensive executive and leadership experience as the president and chief executive officer with broad responsibilities at an electric and natural gas utility, including strong legal, regulatory, operations, risk management, compliance, corporate governance, compensation, human capital management and compensation, inclusion, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Ms. Harris should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
| | Richard J. Harshman Retired Executive Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated Director since: 2013 Lead Director since: 2018 Age: 67 | STANDING BOARD COMMITTEES: • Audit and Risk Committee • Human Resources Committee OUTSIDE DIRECTORSHIPS: • PNC Financial Services Group, Inc., 2019–Present • Allegheny Technologies Incorporated, 2011–2019 |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Mr. Harshman served as Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated (ATI), a producer of specialty materials and components to the global electrical energy, aerospace and defense, oil and gas, chemical process industry, medical, and other diversified consumer and durable goods markets, from May 2011 through December 2018 and as Executive Chairman from January 2019 through May 2019. Prior to becoming Chairman, President and CEO, Mr. Harshman served as ATI’s President and Chief Operating Officer from August 2010 to May 2011, and Executive Vice President and Chief Financial Officer from December 2000 to August 2010. Based primarily upon Mr. Harshman’s extensive executive management and leadership experience as the chairman, president and chief executive officer, and previously the chief financial officer, of a specialty materials manufacturer; his significant strategic planning, financial, operations, regulatory, industry, customer relations, leadership development, human capital management and compensation, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Harshman should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
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Information Concerning Nominees to the Board of Directors
| | Craig S. Ivey Retired President of Consolidated Edison Company of New York, Inc. Director since: 2018 Age: 61 | STANDING BOARD COMMITTEES: • Finance Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • None |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Mr. Ivey served as President of Consolidated Edison Company of New York, Inc. (Con Edison) from 2009 through 2017. Con Edison provides electric service to approximately 3.4 million customers and delivers gas to approximately 1.1 million customers in New York City and Westchester County; it also operates the largest steam distribution system in the United States for customers in New York City. He previously served in various positions at Dominion Resources, an electric utility company in Virginia, from 1985 to 2009, most recently as Senior Vice President for Transmission and Distribution. SKILLS AND QUALIFICATIONS: Based primarily upon Mr. Ivey’s extensive executive management and leadership experience as the president and senior vice president of regulated utility companies and his significant strategic planning, regulatory, industry, risk management, government relations, operations, environmental and sustainability and customer relations skills and experience; and contributions as a current Board and committee member, the Board concluded that Mr. Ivey should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
| | James C. Johnson Retired General Counsel of Loop Capital Markets LLC Director since: 2005 Age: 71 | STANDING BOARD COMMITTEES: • Human Resources Committee • Nominating and Corporate Governance Committee OUTSIDE DIRECTORSHIPS: • Hanesbrands Inc., 2006–Present • Energizer Holdings, Inc., 2013–Present • Edgewell Personal Care Company, 2015–Present |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Mr. Johnson served as General Counsel of Loop Capital Markets LLC, a financial services firm, from November 2010 to December 2013. From 1998 until 2009, Mr. Johnson served in a number of responsible positions at The Boeing Company, an aerospace and defense firm, including serving as Vice President, Corporate Secretary and Assistant General Counsel from 2003 until 2007 and as Vice President and Assistant General Counsel, Commercial Airplanes, from 2007 until his retirement in March 2009. In February 2018, Mr. Johnson completed the NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight, demonstrating his commitment to board-level cyber-risk oversight. Based primarily upon Mr. Johnson’s extensive executive management and leadership experience as the former general counsel of a financial services firm and as the former vice president, corporate secretary and assistant general counsel of an aerospace and defense firm; his strong legal, compliance, risk management, board-management relations, corporate governance, finance, regulatory, human capital management and compensation skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Johnson should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
| 2024 Proxy Statement | 25 |
Information Concerning Nominees to the Board of Directors
| | Steven H. Lipstein Retired President and Chief Executive Officer of BJC HealthCare Director since: 2010 Age: 68 | STANDING BOARD COMMITTEES: • Human Resources Committee • Nominating and Corporate Governance Committee OUTSIDE DIRECTORSHIPS: • None |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Mr. Lipstein served as President and Chief Executive Officer of BJC HealthCare, one of the largest non-profit healthcare organizations in the United States, from 1999 through 2016, and as Chief Executive Officer through December 2017. From 1982 to 1999, Mr. Lipstein held various executive positions within The University of Chicago Hospitals and Health System and The Johns Hopkins Hospital and Health System. Mr. Lipstein served as Chairman of the Federal Reserve Bank of St. Louis from 2009 to 2011. SKILLS AND QUALIFICATIONS: Based primarily upon Mr. Lipstein’s extensive executive management and leadership experience as the former chief executive officer and president of a healthcare organization; strong strategic planning, banking, regulatory, financial, customer relations, operations, human capital management and compensation, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Lipstein should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
| | Martin J. Lyons, Jr. Chairman, President and Chief Executive Officer of the Company Director since: 2022 Age: 57 | OUTSIDE DIRECTORSHIPS: • None |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Mr. Lyons joined the Company in 2001 as Controller of Ameren and certain of its subsidiaries. Mr. Lyons was elected Vice President of the Company and certain of its subsidiaries in 2003. In 2007, he was elected Vice President and Principal Accounting Officer, and in 2008, he was elected Senior Vice President and Principal Accounting Officer of Ameren and its subsidiaries. In 2009, Mr. Lyons was elected Senior Vice President and Chief Financial Officer, while remaining as the Principal Accounting Officer, of the Company and its subsidiaries. In 2013, Mr. Lyons was elected Executive Vice President and Chief Financial Officer of the Company and its subsidiaries and relinquished his duties as Chief Accounting Officer. In 2016, Mr. Lyons was also elected Chairman and President of Ameren Services. In December 2019, Mr. Lyons was elected Chairman and President of Ameren Missouri. In January 2022, Mr. Lyons was elected President and Chief Executive Officer of the Company, and in November 2023, he was elected Chairman, President and Chief Executive Officer of the Company. Based primarily upon Mr. Lyons’ executive management experience, strong accounting, financial, risk management, government relations, operations, human capital management and compensation, and administrative skills and experience, and tenure with the Company (and its current and former affiliates), the Board concluded that Mr. Lyons should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
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Information Concerning Nominees to the Board of Directors
| | Leo S. Mackay, Jr. Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation Director since: 2020 Age: 62 | STANDING BOARD COMMITTEES: • Audit and Risk Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • Cognizant Technology Solutions Corporation, October 2012–Present |
Information Concerning Nominees to the Board of Directors
EXECUTIVE EXPERIENCE: Mr. Mackay has served as Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation, a global security and aerospace company, since August 2018, and also serves as the company’s chief sustainability officer. He previously held multiple senior leadership positions at Lockheed Martin, including Senior Vice President, Internal Audit, Ethics and Sustainability from June 2016 to July 2018, and Vice President, Ethics and Sustainability from July 2011 to July 2016. Prior to joining Lockheed Martin, Mr. Mackay served as chief operations officer of ACS State Healthcare, LLC. He also held leadership roles at the United States Department of Veterans Affairs and Bell Helicopter Textron, Inc. Based primarily upon Mr. Mackay’s extensive executive and leadership experience as a senior vice president and chief sustainability officer of a global security and aerospace company, including strong operations, regulatory, accounting, financial, risk management, internal audit, compliance, environmental and sustainability, governmental, human capital management and compensation, and administrative skills and experience, the Board concluded that Mr. Mackay should serve as a director of Ameren.
Information Concerning Nominees to the Board of Directors
| 2024 Proxy Statement | 27 |
Board Composition and Refreshment
Board Composition and Refreshment
Consideration of Director Nominees
Consideration of Director Nominees General Qualification Requirements. The Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with the Company’s Policy Regarding Nominations of Directors (“Director Nomination Policy”), a copy of which can be found on the Company’s website. The Nominating and Corporate Governance Committee will consider as a candidate any director of the Company who has indicated to the Nominating and Corporate Governance Committee that he or she is willing to stand for re-election as well as any other person who is recommended by any shareholders of the Company, as set forth in the Director Nomination Policy. The Nominating and Corporate Governance Committee will evaluate shareholder recommendations using substantially the same process it follows for other candidates. The Nominating and Corporate Governance Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees. In considering a potential nominee for the Board, shareholders should note that in selecting candidates, the Nominating and Corporate Governance Committee endeavors to find individuals of high integrity who have a solid record of leadership and accomplishment in their chosen fields and who display the independence to effectively represent the best interests of all shareholders. Candidates are selected for their ability to exercise good judgment, to provide practical insights and diverse perspectives and to contribute to the regular refreshment of skill sets represented on the Board. Candidates also will be assessed in the context of the then-current composition of the Board, the average tenure of the Board, the operating requirements of the Company and the long-term interests of all shareholders. The Nominating and Corporate Governance Committee considers the following qualifications at a minimum in recommending to the Board potential new Board members, or the continued service of existing members: • the highest professional and personal ethics; • broad experience in business, government, education or technology; • ability to provide insights and practical wisdom based on their experience and expertise; • commitment to enhancing shareholder value; • sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to a reasonable number; • compliance with legal and regulatory requirements; • ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management of the Company; and • independence; a substantial majority of the Board shall consist of independent directors, as defined by the Company’s Director Nomination Policy. See “— Board Structure — Director Independence” below. Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. The Nominating and Corporate Governance Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules. The Company’s Director Nomination Policy requires all directors standing for re-election to agree that in the event that any director fails to obtain the required majority vote at an annual meeting of shareholders, such director will tender his or her resignation as a director. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to such tendered resignation. Diversity Considerations. The Board has a demonstrated commitment to maintaining diverse representation. The percentage of women represented on the Board is approximately 36 percent, which percentage will increase to approximately 38 percent following
Consideration of Director Nominees
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Consideration of Director Nominees
the Annual Meeting, subject to each nominee’s re-election. Approximately 29 percent of the Board is composed of racially or ethnically diverse members, which percentage will increase to approximately 31 percent following the Annual Meeting, subject to each nominee’s re-election. When conducting searches for new directors, the Committee will use its best efforts to include among the pool of candidates women and racially or ethnically diverse candidates, and any third-party search firm engaged by the Committee will be asked to use its best efforts to include such candidates in the pool of candidates. In connection with its assessment and recommendation of candidates for director, the Nominating and Corporate Governance Committee will consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills), director tenure, board refreshment and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process. In addition, because the Company is committed to maintaining its tradition of diversity and inclusion within the Board, each assessment and selection of director candidates will be made by the Nominating and Corporate Governance Committee in compliance with the Company’s policy of non-discrimination based on race, color, religion, sex, national origin, ethnicity, age, disability, veteran status, pregnancy, marital status, sexual orientation or any other reason prohibited by law. The Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Company’s long-term business interests.
Director Compensation
Director Compensation The following table sets forth the compensation paid to members of the Board of Directors for fiscal year 2023, other than reimbursement for travel expenses related to their service on the Board of Directors and its committees. Mr. Lyons’ 2023 compensation is set forth under “Compensation Discussion and Analysis — Compensation Tables and Narrative Disclosures.”
Director Compensation
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2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change In Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Warner L. Baxter | 1,029,171 | — | 1,000,000 | 856,874 | 145,190 | 3,031,235 | | Cynthia J. Brinkley | 137,778 | 150,079 | — | — | — | 287,857 | | Catherine S. Brune | 145,000 | 150,079 | — | — | — | 295,079 | | J. Edward Coleman | 145,000 | 150,079 | — | — | — | 295,079 | | Ward H. Dickson | 145,000 | 150,079 | — | — | — | 295,079 | | Noelle K. Eder | 138,334 | 150,079 | — | — | — | 288,413 | | Ellen M. Fitzsimmons | 125,000 | 150,079 | — | — | — | 275,079 | | Rafael Flores | 137,778 | 150,079 | — | — | — | 287,857 | | Richard J. Harshman | 162,222 | 150,079 | — | — | — | 312,301 | | Craig S. Ivey | 125,000 | 150,079 | — | — | — | 275,079 | | James C. Johnson | 132,222 | 150,079 | — | — | — | 282,301 | | Steven H. Lipstein | 125,000 | 150,079 | — | — | — | 275,079 | | Leo S. Mackay, Jr. | 125,000 | 150,079 | — | — | — | 275,079 |
2023 DIRECTOR COMPENSATION TABLE
(1) For non-management directors, represents the cash retainer and fees for service on the Board of Directors and its committees, including amounts deferred pursuant to the Director Deferred Compensation Plan (as defined and described in more detail below). For Mr. Baxter, includes base salary for his service as Executive Chairman during 2023 and payout of accrued but unused vacation. (2) Except for Mr. Baxter, includes annual grants of immediately vested shares of the Company’s common stock valued at approximately $150,000 were awarded to each of the non-management directors on January 3, 2023. Certain of such shares of Company common stock were deferred as deferred Stock Units (as defined and described in more detail below). As of December 31, 2023, Director Brinkley had 3,548 deferred Stock Units, Director Coleman had 18,076 deferred Stock Units, Director Dickson had 10,140 deferred Stock Units, Director Eder had 10,140 deferred Stock Units, Director Flores had 12,505 deferred Stock Units, Director Harshman had 5,571 deferred Stock Units, Director Ivey had 10,140 deferred Stock Units, Director Johnson had 24,692 deferred Stock Units, and Director Mackay had 5,571 deferred Stock Units accumulated in their deferral accounts from deferrals of annual stock awards, including additional deferred Stock Units credited as a result of dividend equivalents earned with respect to the deferred Stock Units (see “— Directors Deferred Compensation Plan Participation” below). Mr. Baxter did not receive any stock awards in 2023. (3) For Mr. Baxter, includes amounts paid in 2024 under the Company’s 2023 Short-Term Incentive Plan with respect to service in 2023 as Executive Chairman (see “Compensation Discussion and Analysis — Short-Term Incentive Compensation” below for additional information on the Company’s 2023 Short-Term Incentive Plan). (4) Ameren does not have a pension plan for non-management directors. Except for Mr. Baxter, there were no above-market or preferential earnings on deferred compensation in 2023 (see “— Directors Deferred Compensation Plan Participation” below). Amounts shown for Mr. Baxter are the sum of (1) the increase (if any) in the actuarial present value of his accumulated benefit under all defined benefit pension plans (including the SRP) from December 31 of the prior fiscal year to December 31 of the applicable fiscal year and (2) the above-market portion of interest determined in accordance with SEC disclosure rules as the difference between the interest credited at the rate in the Company’s deferred compensation plan and interest that would be credited at 120 percent of the AFR published by the Internal Revenue Service (“IRS”) and calculated as of December 2022, for the year ended December 31, 2023. The table below shows the allocation of these amounts for Mr. Baxter. For 2023, the applicable interest rate for the deferred compensation plan was 5.90 percent for amounts deferred prior to January 1, 2010 and 5.22 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 5.22 percent published by the IRS and calculated as of December 2022.
2023 DIRECTOR COMPENSATION TABLE
| Name | Pension Plan Increase ($) | Deferred Compensation Plan Above-Market Interest ($) | | Baxter | 844,133 | 12,741 |
2023 DIRECTOR COMPENSATION TABLE
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2023 DIRECTOR COMPENSATION TABLE
For Mr. Baxter, the amount reflects required employer contributions allocated by the Company pursuant to the Company’s 401(k) savings plan, which is available to all eligible employees, and the cost of insurance premiums paid by the Company with respect to term life insurance, on which amount Mr. Baxter is responsible for paying income tax. In 2023, the Company’s 401(k) employer contributions, including the 401(k) Restoration Benefit as described in “— NONQUALIFIED DEFERRED COMPENSATION — Executive Deferred Compensation Plan Participation” below, for Mr. Baxter were $115,959. In 2023, the Company’s cost of insurance premiums for Mr. Baxter was $17,533. Mr. Baxter’s amount also includes reimbursement for tax and financial planning services and ticket and related event expenses. Role of Director Compensation Consultant The Nominating and Corporate Governance Committee directly retains Meridian to advise it with respect to director compensation matters. During 2023, Meridian conducted an outside director market pay analysis for the Nominating and Corporate Governance Committee, as discussed further under “— Director Compensation — Fees and Stock Awards” below, and attended a Nominating and Corporate Governance Committee meeting to discuss the analysis. Pursuant to policies and procedures established by the Board of Directors for the purpose of determining whether the work of any compensation consultant raised any conflict of interest, the Nominating and Corporate Governance Committee determined that with respect to director compensation-related matters, no conflict of interest was raised by the work of Meridian.
Directors Deferred Compensation Plan Participation
Directors Deferred Compensation Plan Participation The Ameren Corporation Deferred Compensation Plan for Members of the Board of Directors, as amended (the “Directors Deferred Compensation Plan”), offers non-management directors the option to defer all or part of their annual cash retainers, meeting fees and Company common stock share awards as described below. In 2023, each of Directors Eder and Ivey elected to defer all of his or her annual cash retainers. Each of Directors Brinkley, Coleman, Dickson, Eder, Harshman, Ivey, Johnson and Mackay elected to defer all of his or
Directors Deferred Compensation Plan Participation
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Directors Deferred Compensation Plan Participation
her 2023 stock award under the Directors Deferred Compensation Plan. There are no above-market or preferential earnings on compensation deferred with respect to deferrals made by any of our non-management directors. All deferrals of Company common stock awards pursuant to the Directors Deferred Compensation Plan are converted to “Stock Units,” representing each share of Company common stock awarded to and deferred by the participant. Stock Units are not considered actual shares of Company common stock, and participants have no rights as an Ameren shareholder with respect to any Stock Units until shares of Company common stock are delivered in accordance with the Directors Deferred Compensation Plan. Participants will have the right to receive dividend equivalents on Stock Units as of each dividend payment date, which are to be converted to additional Stock Units on the dividend payment date in accordance with the 2022 Plan. The price used for converting dividend equivalents to additional Stock Units is the same as the price used for calculating the number of additional shares purchased as of such dividend payment date by Ameren’s Deferred Compensation Plan record keeper. All payments under the Directors Deferred Compensation Plan relating to deferrals of a director’s Company common stock award (including dividend equivalents which will be converted into additional Stock Units) will be made in the form of one share of Company common stock for each whole Stock Unit and cash equal to the fair market value of each fraction of a Stock Unit credited to the participant’s account. A participant director may choose to receive the deferred amounts upon ceasing to be a member of the Company’s Board of Directors at age 55 or over in a lump sum payment or in installments over a set period of up to 15 years. However, in the event a participant ceases being a member of the Company’s Board of Directors prior to age 55, the balance in such participant’s deferral account shall be distributed in a lump sum to the participant as soon as administratively practicable after the date the participant ceases being a member of the Company’s Board of Directors. In the event a participant ceases being a member of the Company’s Board of Directors prior to age 55 and after the occurrence of a Change of Control (as hereinafter defined under “— Compensation Tables and Narrative Disclosures — Potential Payments upon Termination or Change of Control”), the balance in such director’s deferral account, with any interest payable, shall be distributed in a lump sum to the director as soon as administratively practicable after the date the director ceases being a member of the Company’s Board of Directors. In the event that the Company ceases to exist or is no longer publicly traded on the NYSE or the NASDAQ Stock Market (“NASDAQ”), upon the occurrence of such Change of Control, any Stock Units held by a participating director will be converted to a cash value upon the Change of Control and thereafter will be credited with interest until distributed. The cash value of the Stock Unit will equal the value of one share of Company common stock based upon the closing price on the NYSE or NASDAQ on the last trading day prior to the Change of Control.
Directors Deferred Compensation Plan Participation
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Operational and Regulatory Highlights
2023 Executive Compensation Highlights The Company’s pay-for-performance program led to the following actual 2023 compensation being earned: • 2023 annual short-term incentive base awards based on EPS, safety and operational performance, customer-focused and diversity, equity and inclusion measures were earned at 115.1 percent of target, in addition to the individual performance modification discussed below. This payout reflected strong financial and operational performance by the Company in 2023 that was due, in part, to the strong execution of the Company’s strategy, including investing approximately $3.6 billion in capital projects, solid reliability of its operations for the benefit of customers, strong strategic capital allocation, and disciplined cost management. • Ameren ranked 12th in Relative TSR compared to the defined TSR peer group over the three-year measurement period (2021-2023). Ameren’s TSR during the performance period was 5.8 percent, primarily driven by share price depreciation of approximately 7.3 percent, which was offset by strong dividend growth over the period. Despite sustained execution of the Company’s strategy during the performance period, the Company’s Relative TSR performance was negatively impacted by a significant share price decline in the fourth quarter of 2023 following unfavorable regulatory outcomes in Ameren Illinois’ natural gas and multi-year electric distribution rate review and grid plan proceedings. The January 1, 2021 PSU awards decreased in value from $78.06 per share on the grant date to $72.34 per share as of December 29, 2023. Based on this TSR performance, the PSU long-term incentive awards tied to Relative TSR that were granted in 2021 were earned at 78.0 percent of target. • The PSU long-term incentive awards tied to Clean Energy Transition that were granted in 2021 were earned at 55.6 percent of target based on the retirement of fossil-fired energy centers and the installation of renewable generation in an aggregate amount of 1,143 MW over the three-year measurement period (2021-2023). This performance was slightly above the threshold level of 1,138 MW and reflected the retirement of the Meramec coal-fired energy center in December 2022, the addition of the High Prairie and Atchison wind energy centers in Missouri, and the addition of eight solar projects in Missouri and Illinois. The Clean Energy Transition metric performance was negatively impacted by the cancellation of certain previously planned renewable energy projects due to stakeholder concerns relating to customer affordability, along with delays in obtaining regulatory approvals for alternative projects as a result of market supply issues in connection with the COVID pandemic and solar panel tariff investigations. In addition, in November 2023, the Company awarded a special grant of performance-based RSUs to Mr. Moehn, as described in more detail below, which is intended to ensure leadership continuity, serve as a critical retention tool in a highly competitive environment for senior executives and further strengthen the alignment between compensation and long-term value creation for shareholders and customers. Guiding Objectives Our objective for compensation of the NEOs is to provide a competitive total compensation program that is based on the size-adjusted median of the compensation opportunities provided by similar utility companies, adjusted for our short- and long-term performance and the individual’s performance. The adjustment for our performance aligns the long-term interests of the NEOs with that of our shareholders to maximize shareholder value. Our compensation philosophy and related governance features are executed by several specific policies and practices that are designed to align our executive compensation with long-term shareholder interests, including:
Operational and Regulatory Highlights
| Type | Form | Terms | | Fixed Pay | Base Salary | • Set annually by the Human Resources Committee based upon market data, executive performance and other factors. | | Short-term incentives | Cash Incentive Pay | • Based upon the Company’s GAAP diluted EPS, safety performance, operational, customer and diversity measures with an individual performance modifier. | | Long-term incentives | Performance Share Units (“PSUs”) | • 60% of the value of the annual long-term incentive award is granted in the form of PSUs with a performance criteria of TSR compared to utility industry peers over a three-year performance period. • 10% of the value of the annual long-term incentive award is granted in the form of PSUs with a performance criteria that measures renewable generation and energy storage additions, as well as coal-fired energy center retirements, over a three-year performance period, in MW (the “Clean Energy Transition” metric). | | | Restricted Stock Units (“RSUs”) | • 30% of the value of the annual long-term incentive award is granted in the form of time-based RSUs. RSUs have a vesting period of approximately three years. | | Other | Retirement Benefits | • Employee benefit plans available to all employees, including 401(k) savings and pension plans. • Supplemental retirement benefits that provide certain benefits not available due to tax limitations. • Deferred compensation program that provides the opportunity to defer part of base salary and short-term incentives, with earnings on the deferrals based on market rates. | | | “Double-Trigger” Change of Control Protections | • Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment. | | | Limited Perquisites | • Limited perquisites to the NEOs, such as financial and tax planning reimbursement. |
Operational and Regulatory Highlights
range approximately one-half to double our size, with limited exceptions (our “compensation peers”). To the extent utility industry data is not available or applicable, general industry data is used. The Committee’s independent consultant used statistical techniques to adjust the data to be appropriate for our revenue size. Our compensation peers have a range of revenues, but because of the use of regression analysis, this did not necessarily impact the Market Data. We provide compensation opportunities at levels informed by the Market Data and design our incentive plans to pay more or less than the target amount when performance is above or below target performance levels, respectively. Thus, our plans are designed to result in payouts that are market-appropriate given our performance for that year or period. The companies identified as the “compensation peers” used to develop 2023 compensation opportunities from the above-described data are listed in the graphic below. The list is subject to change each year depending on merger and acquisition activity, the availability of the companies’ data through Aon’s database and the continued appropriateness of the companies in terms of size and industry in relation to the Company. TSR Peer Group For purposes of measuring our relative TSR performance for our PSU awards, we use a distinct peer group (the “TSR Peer Group”) that overlaps with the “compensation peers” discussed above. The 2023 TSR Peer Group was established as of February 2023 using the following criteria: • Classified as a “Listed United States Power Company” within S&P Global Intelligence’s Market Intelligence database. • Market capitalization greater than $2 billion. • Minimum S&P credit rating of BBB- (investment grade). • Dividends flat or growing over the last twelve-month period. • Not an announced acquisition target. • Not undergoing a major restructuring. The 19 companies included in the 2023 TSR Peer Group effective as of January 1, 2023, are listed in the graphic below. The TSR Peer Group companies are not entirely the same as the compensation peers used for market pay comparisons, because inclusion in this group was not dependent on a company’s revenues relative to Ameren or its participation in an executive pay database. The 2023 TSR Peer Group may be impacted by acquisition and restructuring events. Peer companies engaged in merger and acquisition (“M&A”) activities within the first 18 months of the performance period are eliminated from the peer group and peer companies engaged in M&A activities within the second 18 months of the performance period are fixed above or below Ameren based on relative TSR positioning 90 calendar days prior to a public announcement or reputable media or analyst report.
COMPARISON OF COMPENSATION PEER GROUP AND TSR PEER GROUP
COMPARISON OF COMPENSATION PEER GROUP AND TSR PEER GROUP
Mix of Pay
| Name | Short-Term Incentive Targets* | Long-Term Incentive Targets* | | Lyons | 120% | 425% | | Moehn | 85% | 315% | | Birk | 80% | 200% | | Nwamu | 70% | 165% | | Singh | 80% | 185% |
Short-Term Incentive Compensation
Short-Term Incentive Compensation 2023 Ameren Short-Term Incentive Plan The Ameren Short-Term Incentive Plan (“STIP”) for 2023 was designed to reward the achievement of Ameren’s EPS performance goals, as well as the achievement of goals relating to safety performance, operational results, customer-focused measures, and DE&I results, with modifications based on individual performance. The STIP is designed to incentivize higher annual corporate and individual performance. After considering overall company strategy, business needs and industry practices, the following changes were made to the safety metric under the STIP for 2023: the safety c2c participation rate was measured based on the percentage of all workgroups that achieve at or above the established c2c participation rate target for 2023;
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
the job-safety briefing observations results were measured based on the percentage of field work groups that achieve at or above their established job-safety briefing observations target; and • the cap on safety payout was set at 100% and applied if overall safety performance for 2023, as measured by the serious injury and fatality (“SIF”) rate, was below pre-established target performance. Prior to 2023, the cap on safety payout was based on the lost workdays away (“LWA”) rate performance and was capped at 150%. How the STIP Works The 2023 STIP was composed of the following components: • Ameren’s EPS (70% weight); • safety, as measured by safety c2c participation rate and job-safety briefing c2c observations (10% weight); • operational performance, as measured by the Callaway Performance Index (“CPI”) (5% weight); • customer-focused measures, including quantitative measures relating to reliability and customer satisfaction (10% weight); • DE&I metrics, including quantitative measures relating to workforce diversity and supplier diversity (5% weight); and • an individual performance modifier. Targets for 2023 STIP Performance Metrics The Committee approved the performance metrics to be included in the STIP, as well as established threshold, target and maximum levels of goals for each of the metrics. Payouts for each measure for performance falling between the established levels were interpolated on a straight-line basis. Following is a description of each metric, as well as key factors that the Committee considers in establishing the related goals:
Short-Term Incentive Compensation
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Base Award Earned through the Achievement of 2023 STIP Performance Measures
Base Award Earned through the Achievement of 2023 STIP Performance Measures At the February 2024 Committee meeting, Ameren’s management presented 2023 STIP performance metric achievement levels and Mr. Lyons recommended STIP payouts for the NEOs (other than with respect to himself) to the Committee for review. The final performance results approved by the Committee are shown in the table below.
Base Award Earned through the Achievement of 2023 STIP Performance Measures
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Base Award Earned through the Achievement of 2023 STIP Performance Measures
* Actual performance results for the 2023 c2c participation rate would result in a 178% payout and actual results for the 2023 job-safety briefing c2c interactions would result in a 200% payout; however, under the terms of the 2023 STIP, both safety metrics were capped at 100% due to not achieving the SIF rate target of 0.08.
Resulting 2023 STIP Payouts
Resulting 2023 STIP Payouts Actual 2023 STIP payouts are shown below as a percent of target. Payouts were made in February 2024, and are set forth under column (g) entitled Non-Equity Incentive Plan Compensation in the Summary Compensation Table.
Resulting 2023 STIP Payouts
| Name | Final Payout as Percent of Target | | Lyons | 121.5% | | Moehn | 126.6% | | Birk | 126.6% | | Nwamu | 120.9% | | Singh | 120.9% |
Long-Term Incentive Compensation
Long-Term Incentive Compensation The Ameren Long-Term Incentive Program (“LTIP”) is intended to reward NEOs for their contributions to Ameren’s long-term success by providing the opportunity to earn shares of Ameren common stock. Role of the LTIP The design of the 2023 LTIP is substantially similar to the 2022 program. The 2023 LTIP awards, which are governed by the shareholder-approved 2022 Plan, are designed to serve the following roles in the compensation program: • Align with shareholder interests: PSU and RSU awards are denominated in common stock units and paid out in shares of common stock. Payout of PSUs is dependent on (i) Ameren’s TSR compared to the returns of the TSR Peer Group over a three-year performance period (60% of the overall grant value), (ii) achievement of Clean Energy Transition goals (10% of the overall grant value), and (iii) continued employment through the payment date (the “PSU vesting period”). RSUs, which account for 30% of the value of the 2023 LTIP grants, are the right to receive a share of Ameren common stock subject to continued employment through the payment date in March of the third calendar year following the grant date (the “RSU vesting period”). • Reinforce long-term focus: Continue to drive company strategy and critical success measures over the vesting period. • Share the value created for shareholders: Share Ameren common stock price increases, decreases and dividends over the vesting period. • Promote stock ownership: Payout of earned PSU and RSU awards is made 100% in common stock, with the dividends on common stock, as declared and paid, reinvested into additional PSUs and RSUs throughout the vesting period. • Promote retention of executives during the vesting period: Annual competitive grants provide incentive for executives to stay with the Company during the vesting period. • Be competitive with market practice: The majority of regulated utility companies use a mix of PSUs and RSUs, as well as the TSR performance measure. 2023 Grants For 2023, a target number of PSUs and RSUs (determined primarily based on the Market Data mentioned above) was granted to each NEO pursuant to the 2022 Plan, as reflected in columns (g) and (i) of the Grants of Plan-Based Awards Table. The threshold and maximum amounts of payout for the 2023 PSU awards are reflected in columns (f) and (h) of the Grants of Plan-Based Awards Table (not including any potential dividends).
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
The following chart illustrates how the target number of PSUs and the number of RSUs are calculated: • RSUs are subject to a time-based vesting period of approximately three years and represent 30% of the total 2023 annual grant value. • PSUs are earned based on the achievement of specific performance criteria over the three-year performance period. • PSUs tied to relative TSR represent 60% of the total 2023 annual grant value. The NEOs’ actual number of 2023 PSUs earned, tied to relative TSR, will vary from 0 percent to 200 percent, based on our 2023-2025 TSR measured relative to the TSR Peer Group. • TSR is calculated as the change in the 30-trading-day average of the stock price prior to the beginning of the award period and the 30-trading-day average of the stock price prior to the end of the award period, plus dividends paid (assuming reinvestment on each company’s ex-dividend date), divided by such beginning average stock price. • PSUs tied to Clean Energy Transition goals represent 10% of the total 2023 annual grant value. The NEOs’ actual number of 2023 PSUs earned, tied to Clean Energy Transition, will vary from 0 percent to 200 percent based on pre-established goals related to the total MW tied to renewable generation, energy storage additions and coal-fired energy center retirements. This measure includes MW associated with new wind, solar, hydro, biomass, landfill gas and energy storage added to Ameren’s generation portfolio over the three-year period. • For both PSUs and RSUs: • The actual number of shares earned will be contingent on continued employment through the payment date (other than with respect to death, disability, an eligible retirement or qualifying termination under a change of control, as described in more detail under “Potential Payments upon Termination or Change in Control”). An eligible retirement is defined as retiring at age 55 or greater with at least 5 years of service. • Payouts include additional units equivalent to any dividends accrued and reinvested during the vesting period relating to the number of PSUs and RSUs actually earned. • Vesting occurs on the payment date. The NEOs cannot vote or transfer share unit awards granted under the LTIP until the shares are paid out. PSU Performance/Payout Relationship (Relative TSR) Once Ameren’s 2023-2025 TSR is calculated and compared to the TSR Peer Group, the scale below determines the percentage of the target PSU award that is paid. Payout for performance between points is interpolated on a straight-line basis.
Long-Term Incentive Compensation
| Relative TSR Performance | Payout (% of PSUs Granted) | | | | 90th percentile + | 200% | | If TSR is negative over the three-year period, the plan is capped at 150% of the target PSUs granted regardless of performance vs. the TSR Peer Group. | | 70th percentile | 150% | | | | 50th percentile | 100% | | | | 25th percentile | 50% | | | | Below 25th percentile | 0% | | |
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
PSU Performance/Payout Relationship (Clean Energy Transition) Final Clean Energy Transition results are calculated and compared to the pre-established goals for the 2023-2025 performance period to determine the percentage of the target PSU award that is paid based on the scale below. Payout for performance between points is interpolated on a straight-line basis.
Long-Term Incentive Compensation
| Performance Level (Total MWs) | Payout (% of PSUs Granted) | | Maximum | 200% | | Target | 100% | | Threshold | 50% | | Below Threshold | 0% |
Long-Term Incentive Compensation
2021 PSU Awards Vesting (Relative TSR) The PSU performance period for the 2021 grants ended December 31, 2023. Our 2021-2023 TSR performance was determined to be at the 39th percentile of the 2021 TSR Peer Group, resulting in a payout of 78 percent of target. The following table shows the 2021 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends, times 78 percent), and their value at year-end (December 31, 2023). The resulting earned amounts were 79 percent of the original target value of the 2021 awards, which reflects both TSR performance against the TSR Peer Group and the actual TSR generated during the three-year period, including dividends earned and reinvested and stock price depreciation. Vesting of the awards for each NEO is subject to continued employment as of the payment date. Each NEO’s award vested as of February 29, 2024.
Long-Term Incentive Compensation
| Name | Grant Date | Target 2021 PSU (TSR) Awards (#) | Target Value at Stock Price on Date of Grant(1) ($) | 2021 PSU (TSR) Awards Earned(2) (#) | Value at Year-End Stock Price(3) ($) | Earned Value as Percent of Original Target Value(3) (%) | | Lyons | 1/2/21 | 17,443 | 1,361,601 | 14,794 | 1,070,198 | 79 | | Moehn | 1/2/21 | 16,519 | 1,289,473 | 14,010 | 1,013,483 | 79 | | Birk | 1/2/21 | 3,778 | 294,911 | 3,204 | 231,777 | 79 | | Nwamu | 1/2/21 | 6,777 | 529,013 | 5,748 | 415,810 | 79 | | Singh(4) | N/A | N/A | N/A | N/A | N/A | N/A |
Long-Term Incentive Compensation
(1) Valuations are based on $78.06 per share, the closing price of Ameren common stock on the NYSE as of December 31, 2020, the last trading day preceding the grant date. (2) The number of 2021 PSU awards earned includes dividend equivalents, equal to approximately an additional 8.7 percent of the shares earned, which accrued and were reinvested throughout the three-year performance period. (3) Valuations are based on $72.34 per share, the closing price of Ameren common stock on the NYSE as of December 29, 2023, the last trading day during the performance period. The earned value percentage represents a TSR PSU payout of 78 percent, dividend accumulation of approximately 8.7 percent and stock price depreciation of approximately 7.3 percent from the grant date to the December 29, 2023 valuation. (4) Mr. Singh joined the Company in July 2022; he did not receive a 2021 PSU award. 2021 PSU Awards Vesting (Clean Energy Transition) The PSU long-term incentive awards tied to Clean Energy Transition that were granted in 2021 were earned at 55.6 percent of target based on the retirement of fossil-fired energy centers and the installation of renewable generation in an aggregate amount of 1,143 MW over the three-year measurement period (2021-2023). The following table shows the 2021 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends, times 55.6 percent), and their value at year-end (December 31, 2023). The resulting earned amounts were 56 percent of the original target value of the 2021 Clean Energy Transition PSU awards, which reflects final Clean Energy Transition results, including dividends earned and reinvested, and stock price depreciation.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
Vesting of the awards for each NEO is subject to continued employment as of the payment date. Each NEO’s award vested as of February 29, 2024.
Long-Term Incentive Compensation
| Name | Grant Date | Target 2021 PSU (Clean Energy) Awards (#) | Target Value at Stock Price on Date of Grant(1) ($) | 2021 PSU (Clean Energy) Awards Earned(2) (#) | Value at Year-End Stock Price(3) ($) | Earned Value as Percent of Original Target Value(3) (%) | | Lyons | 1/2/21 | 2,907 | 226,920 | 1,757 | 127,101 | 56 | | Moehn | 1/2/21 | 2,753 | 214,899 | 1,664 | 120,374 | 56 | | Birk | 1/2/21 | 630 | 49,178 | 381 | 27,562 | 56 | | Nwamu | 1/2/21 | 1,130 | 88,208 | 683 | 49,408 | 56 | | Singh(4) | N/A | N/A | N/A | N/A | N/A | N/A |
Long-Term Incentive Compensation
(1) Valuations are based on $78.06 per share, the closing price of Ameren common stock on the NYSE as of December 31, 2020, the last trading day preceding the grant date. (2) The number of 2021 PSU awards earned includes dividend equivalents, equal to approximately an additional 8.7 percent of the shares earned, which accrued and were reinvested throughout the three-year performance period. (3) Valuations are based on $72.34 per share, the closing price of Ameren common stock on the NYSE as of December 29, 2023, the last trading day during the performance period. The earned value percentage represents a Clean Energy PSU payout of 55.6 percent, dividend accumulation of approximately 8.7 percent and stock price depreciation of approximately 7.3 percent from the grant date to the December 29, 2023 valuation. (4) Mr. Singh joined the Company in July 2022; he did not receive a 2021 PSU award. 2023 Special Award to Mr. Moehn On October 12, 2023, the Committee approved a grant of 65,497 performance-based RSUs (the “Award”), which had an aggregate grant date value of $5.0 million, to Mr. Moehn. The Award was granted effective as of November 1, 2023 (the “Effective Date”) and will vest on October 31, 2028, subject to Mr. Moehn’s continued service with Ameren during the five-year performance period, with the final amount determined based on relative TSR performance over the performance period. The Award is intended to (i) ensure leadership continuity following the retirement of Mr. Baxter on November 2, 2023, in support of the execution of Ameren’s long-term business strategy; (ii) serve as a critical retention tool in a highly competitive environment for senior executives with Mr. Moehn’s skills, experience, and track record of strong performance as demonstrated by his contributions to Ameren’s financial performance, strategy, organizational leadership and execution of major initiatives; and (iii) further strengthen the alignment between compensation and long-term value creation for the benefit of shareholders and customers. As shown in the following table, the actual number of RSUs earned will vary from 75% to 125% of the initial grant value based on Ameren’s total shareholder return (“TSR”) performance over the five-year performance period that began on the Effective Date.
Long-Term Incentive Compensation
| Percentile Performance of Relative TSR | Payout Opportunity | | ≤25th percentile | 75% | | 50th percentile | 100% | | ≥75th percentile | 125% |
Long-Term Incentive Compensation
Ameren’s TSR performance will be measured relative to Ameren’s 2023 TSR Peer Group. If Ameren’s absolute TSR is negative at the end of the performance period, the maximum payout percentage may not exceed 100%. The Committee does not have discretion to increase or decrease the payout percentage. Subject to Mr. Moehn’s continuous service with Ameren through the vesting date, the Award will vest upon payment following the end of the five-year performance period, with limited exceptions as set forth in the award agreement and the 2022 Plan, including upon death and disability. The Award does not provide for pro rata vesting in connection with Mr. Moehn’s retirement. Amounts earned under the Award will be settled in shares of Ameren common stock to be delivered following the end of the performance period, including shares acquired pursuant to dividend equivalent rights that have accrued throughout the performance period. The terms and conditions of the Award were developed with input from and recommended by the Committee’s independent compensation consultant.
Long-Term Incentive Compensation
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Human Resources Committee Governance Practices
Human Resources Committee Governance Practices The Human Resources Committee engages an independent compensation consultant to provide professional advice. It is the Human Resources Committee’s view that its compensation consultant should be able to render candid and expert advice independent of management’s influence. In February 2024, the Human Resources Committee approved the continued engagement of Meridian as its independent compensation consulting firm. In its decision to retain Meridian as its independent compensation consultant, the Committee gave consideration to a broad range of attributes necessary to assist the needs of the Committee in setting compensation, including: a track record in providing independent, objective advice; broad organizational knowledge; industry reputation and experience; in-depth knowledge of competitive pay levels and practices; and responsiveness and working relationship. Meridian representatives attended each of the five Human Resources Committee meetings during 2023. At the Human Resources Committee’s request, the consultant met regularly with the Committee members outside the presence of management, and spoke separately with the Committee Chair and other Committee members. During 2023, the Committee requested of Meridian the following items: market pay and market trend analyses, which assisted the Committee in targeting executive compensation at the desired level versus market; comparisons of short-term incentive payouts and financial performance to utility peers, which the Committee uses to evaluate prior-year short-term incentive goals and set future short-term incentive goals; preparation of tally sheets of compensation components, which the Committee uses to evaluate the cumulative impact of prior compensation decisions; review of and advice on the Compensation Discussion and Analysis section included in the Company’s proxy statement to ensure full, accurate and clear disclosure, and other executive compensation-related proxy statement items; advice in connection with the Committee’s risk analysis of the Company’s compensation policies and practices, in furtherance of the Committee’s responsibilities pursuant to its charter; regular updates on legislative, regulatory and proxy advisor trends and developments; advice with respect to legal, regulatory and/or accounting considerations impacting Ameren’s compensation and benefit programs, to ensure the Committee is aware of external views regarding the programs; and other requests relating to executive compensation issues. Other than services provided to the Human Resources Committee as set forth above and for the Nominating and Corporate Governance Committee as described below, Meridian did not perform any other services for the Company or any of its subsidiaries in 2023. Pursuant to its letter agreement with the Committee, if the Company or management of the Company proposes that Meridian perform services for the Company or management of the Company other than in Meridian’s retained role as consultant to the Committee and the Nominating and Corporate Governance Committee, any such proposal is required to be submitted to the Human Resources Committee for approval before such services begin.
Timing of Compensation Decisions and Awards
Timing of Compensation Decisions and Awards Ameren’s Board and the Committee establish meeting schedules annually, well in advance of each meeting, to ensure a thorough and thoughtful decision process. Incentive compensation awards are typically made at regularly scheduled meetings. The following is a discussion of the timing of certain compensation decisions for 2023: • the NEOs’ base salaries for 2023 were reviewed and a 2023 base salary increase for each of the NEOs was approved at the December 2022 Committee meeting, as discussed under “— Base Salary” above; • 2023 STIP target opportunities (as a percentage of base salary) were established for the NEOs at the December 2022 Committee meeting; • the range of 2023 STIP EPS, safety, operational, customer-focused, and DE&I measures for 2023 were set at the February 2023 Committee meeting; • 2023 PSU and RSU grants to the NEOs under the 2023 LTIP were approved at the February 2023 Committee meeting; • The 2023 grant of a special award of performance-based RSUs to Mr. Moehn was approved at the October 2023 Committee meeting; and • The final determinations of the 2023 STIP and 2021 PSU payouts were made at the February 2024 Committee meeting. Decisions relating to material elements of compensation are fully deliberated by the Committee, including, when appropriate, over the course of several Committee meetings. This allows for any follow-up to questions from Committee members in advance of a final decision.
Timing of Compensation Decisions and Awards
In 2024, the Committee approved the annual long-term incentive grants at its February meeting and expects to continue this practice. The Committee also expects to continue to establish base salaries at its December meeting each year, with such base salaries to be effective in January of the following year. We do not time the grant of awards with the release of material non-public information. We neither backdate equity awards nor do we spring-load equity awards (i.e., make equity awards shortly before announcing market-moving information with better-than-expected results or the disclosure of a significant transaction).
Severance
Severance All officers of the Company participate in the Ameren Corporation Severance Plan for Ameren Officers (the “Officer Severance Plan”). The primary purpose of the Officer Severance Plan is to facilitate mid-career hires and act as a retention tool during times of uncertainty. The Officer Severance Plan provides market-level pay and benefits to officers and NEOs in the event of an involuntary termination of employment without “Cause”, as defined in the Officer Severance Plan. The Officer Severance Plan provides, subject to the officer’s execution of a release of claims against us, for a lump sum payment that is generally equal to annual base salary plus target annual cash incentive award in effect at termination of employment, a pro-rated annual incentive payment based on actual plan performance, continuation of medical coverage for 12 months subsidized by the Company, and outplacement career transition services. Upon a change of control, officers who are eligible for severance pay and benefits under the Company’s Second Amended and Restated Change of Control Severance Plan, as amended, would be entitled to the greater of the benefits available under that plan or the Officer Severance Plan, but would not receive benefits under both plans. The Human Resources Committee may amend, suspend or terminate the Officer Severance Plan at any time, provided that twelve months’ notice is required if the amount of potential severance pay and benefits is to be reduced.
Change of Control
Change of Control Ameren’s Second Amended and Restated Change of Control Severance Plan, as amended, is designed to reward NEOs for remaining employed with us when their prospects for continued employment following a transaction may be uncertain. The objectives of this plan are to maintain a stable executive team during the process and to assist us in attracting highly qualified executives into the Company. Change of Control protections provide, subject to the officer’s execution of a release of claims against us, severance pay and, in some situations, vesting or payment of long-term incentive awards, upon a Change of Control of the Company. The arrangements provide market-level payments in the event of an involuntary termination not for “Cause” or a voluntary termination for “Good Reason.” Definitions of “Change of Control,” “Cause” and “Good Reason,” as well as more complete descriptions of Change of Control protections, are found below under the caption “— Compensation Tables and Narrative Disclosures — Potential Payments upon Termination or Change of Control.” The applicable triggers are structured so that payment and vesting occur only upon the occurrence of both a change of control and a qualifying termination of employment. We expect it would take more time for senior leaders to find new employment than for other employees. Therefore, upon termination due to change of control, senior management, including the NEOs, generally are paid severance for a longer period than other employees. The Committee considered this as well as the factors described in the preceding paragraphs in structuring the cash payments described under “— Compensation Tables and Narrative Disclosures — Potential Payments upon Termination or Change of Control — Change of Control” below, which an NEO would receive if terminated within two years following a Change of Control.
2023 SUMMARY COMPENSATION TABLE
2023 SUMMARY COMPENSATION TABLE
2023 SUMMARY COMPENSATION TABLE
| Name and Principal Position(1) (a) | Year (b) | Salary(2) ($) (c) | Bonus(2) ($) (d) | Stock Awards(3) ($) (e) | Non-Equity Incentive Plan Compensation(2)(4) ($) (f) | Change in Pension Value and Nonqualified Def. Comp. Earnings(5) ($) (g) | All Other Compensation(6) ($) (h) | Total ($) (i) | | Martin J. Lyons, Jr. Chairman, President and Chief Executive Officer, Ameren | 2023 | 1,200,000 | — | 5,121,903 | 1,750,000 | 763,434 | 174,094 | 9,009,431 | | | 2022 | 1,100,000 | — | 4,271,210 | 1,872,800 | — | 113,321 | 7,357,331 | | | 2021 | 755,000 | — | 2,427,141 | 807,300 | 231,240 | 85,032 | 4,305,713 | | Michael L. Moehn Senior Executive Vice President and Chief Financial Officer, Ameren | 2023 | 825,000 | — | 7,788,803 | 887,900 | 508,537 | 114,614 | 10,124,854 | | | 2022 | 785,000 | — | 2,438,476 | 972,000 | 7,980 | 99,710 | 4,303,166 | | | 2021 | 715,000 | — | 2,298,567 | 764,500 | 203,220 | 80,594 | 4,061,881 | | Mark C. Birk Chairman and President, Ameren Missouri | 2023 | 610,000 | — | 1,225,254 | 617,900 | 369,238 | 70,235 | 2,892,627 | | | 2022 | 575,000 | — | 1,071,661 | 667,500 | 10,781 | 51,620 | 2,376,562 | | Chonda J. Nwamu Executive Vice President, General Counsel and Secretary, Ameren | 2023 | 628,000 | — | 1,040,671 | 531,300 | 238,541 | 39,098 | 2,477,610 | | | 2022 | 600,000 | — | 1,625,150 | 620,500 | — | 32,525 | 2,878,175 | | Leonard P. Singh Chairman and President, Ameren Illinois | 2023 | 585,000 | — | 1,086,882 | 565,700 | 110,328 | 104,772 | 2,452,682 |
2023 SUMMARY COMPENSATION TABLE
(1) Includes compensation received as an officer of Ameren and/or its subsidiaries. Mr. Lyons was elected Chairman of the Company effective November 2, 2023; he was elected President and Chief Executive Officer of the Company effective January 1, 2022, and he previously served as Chairman and President of Ameren Missouri. Mr. Birk and Ms. Nwamu were not NEOs at the Company in 2021. Mr. Singh was not an NEO at the Company in 2022 or 2021. (2) Cash compensation received by each NEO for fiscal years 2023, 2022 and 2021 is found in the Salary or Non-Equity Incentive Plan Compensation column of this table. The amounts paid under the STIP, which would generally be considered “bonus” awards, are found under Non-Equity Incentive Plan Compensation in column (f). (3) The amounts in column (e) represent the aggregate grant date fair value, as computed in accordance with authoritative accounting guidance, of PSU and RSU awards under the 2022 Plan or 2014 Plan, as applicable, without regard to estimated forfeitures related to service-based vesting conditions. For the PSU grants based on TSR, the calculations reflect an accounting value of 107.5 percent of the target value for the 2023 grants, 105.7 percent of the target value for the 2022 grants, and 111.6 percent of the target value for the 2021 grants. For Mr. Moehn’s November 1, 2023 performance-based RSU special award, the calculations reflect an accounting value of 102.9 percent of the target value of the award. For the PSU grants based on the Clean Energy Transition metric and the RSU grants, the calculations reflect an accounting value equal to the closing price of Ameren’s common stock as of the last trading day preceding the grant date. Assumptions used in the calculation of the amounts in column (e) with respect to the PSU and RSU awards are described in Note 11 to our audited financial statements for the fiscal year ended December 31, 2023, included in our 2023 Form 10-K. For Mr. Moehn’s November 1, 2023 performance-based RSU special award, assumptions used in the calculation of the amount included in column (e) include a fair value of units awarded of $76.84, five year risk-free rate of 4.67 percent Ameren’s common stock volatility of 25.74 percent, and volatility range for the peer group of 24.16 percent to 32.18 percent. The aggregate value of the 2023 PSU, RSU, and performance-based RSU special awards, calculated assuming maximum performance and excluding dividends, is as follows: Mr. Lyons — $8,773,406; Mr. Moehn — $10,944,207; Mr. Birk — $2,098,753; Ms. Nwamu — $1,782,618; and Mr. Singh — $1,861,739. The amounts reported for award grants in column (e) do not reflect actual compensation realized by the NEOs and are not a guarantee of the amount that the NEO will actually receive from the grant of the awards. The actual compensation realized by the NEOs will be based upon the share price of Ameren’s common stock at payout. The performance periods for the annual 2022 and 2023 grants and Mr. Moehn’s 2023 performance-based RSU grant will not end until December 31, 2024, December 31, 2025, and October 31, 2028, respectively, and, as such, the actual
2023 SUMMARY COMPENSATION TABLE
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2023 SUMMARY COMPENSATION TABLE
value, if any, of the awards will generally depend on the Company’s achievement of certain performance measures during these periods. For information regarding the terms of the awards, the description of vesting conditions, and the criteria for determining the amounts payable, including with respect to the 2021 PSU awards granted to each then-serving NEO, other than Mr. Singh, see “— COMPENSATION DISCUSSION AND ANALYSIS.” (4) Represents payouts for performance under the applicable year’s short-term incentive award program. See “— COMPENSATION DISCUSSION AND ANALYSIS” for a discussion of how amounts were determined for 2023. (5) Amounts shown in column (g) are the sum of (1) the increase (if any) in the actuarial present value of each NEO’s accumulated benefit under all defined benefit pension plans (including the SRP) from December 31 of the prior fiscal year to December 31 of the applicable fiscal year and (2) the above-market portion of interest determined in accordance with SEC disclosure rules as the difference between the interest credited at the rate in the Company’s deferred compensation plan and interest that would be credited at 120 percent of the AFR published by the Internal Revenue Service (“IRS”) and calculated as of December 2022, for the year ended December 31, 2023, as of December 2021, for the year ended December 31, 2022 and as of December 2020 for the year ended December 31, 2021. The table below shows the allocation of these amounts for each NEO. For 2023, the applicable interest rate for the deferred compensation plan was 5.90 percent for amounts deferred prior to January 1, 2010 and 5.22 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 5.22 percent published by the IRS and calculated as of December 2022. For 2022, the applicable interest rate for the deferred compensation plan was 4.01 percent for amounts deferred prior to January 1, 2010 and 2.28 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 2.28 percent published by the IRS and calculated as of December 2021. For 2021, the applicable interest rate for the deferred compensation plan was 3.81 percent for amounts deferred prior to January 1, 2010 and 1.58 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 1.58 percent published by the IRS and calculated as of December 2020.
2023 SUMMARY COMPENSATION TABLE
| Name | Year | Pension Plan Increase ($) | Deferred Compensation Plan Above-Market Interest ($) | | Lyons | 2023 | 763,434 | — | | | 2022 | (810,311) | — | | | 2021 | 231,240 | — | | Moehn | 2023 | 505,277 | 3,260 | | | 2022 | (751,962) | 7,980 | | | 2021 | 193,311 | 9,909 | | Birk | 2023 | 364,834 | 4,404 | | | 2022 | (451,985) | 10,781 | | Nwamu | 2023 | 238,541 | — | | | 2022 | (119,091) | — | | Singh | 2023 | 110,328 | — |
2023 SUMMARY COMPENSATION TABLE
For assumptions and methodology regarding the determination of pension values, please refer to the footnotes under the Pension Benefits Table. The amounts in column (h) reflect required employer contributions allocated by the Company to each NEO pursuant to the Company’s 401(k) savings plan, which is available to all eligible employees, and the cost of insurance premiums paid by the Company with respect to term life insurance, which amount each NEO is responsible for paying income tax. In 2023, the Company’s 401(k) employer contributions, including the 401(k) Restoration Benefit as described in “— NONQUALIFIED DEFERRED COMPENSATION — Executive Deferred Compensation Plan Participation” below, for each of the NEOs were as follows: Mr. Lyons — $138,276; Mr. Moehn — $80,865; Mr. Birk — $57,488; Ms. Nwamu — $14,850; and Mr. Singh — $36,788. In 2023, the Company’s costs of insurance premiums for the NEOs were as follows: Mr. Lyons — $12,767; Mr. Moehn — $9,526; Mr. Birk — $12,747; Ms. Nwamu — $6,587; and Mr. Singh — $7,282. In 2023, the amount in column (h) also includes costs for tax and financial planning services for Messrs. Lyons, Moehn and Singh and Ms. Nwamu; charitable matching grants for Ms. Nwamu; ticket and related event expenses for Messrs. Lyons, Moehn and Singh and Ms. Nwamu; a portion of the dues for a club membership used primarily for business purposes by Messrs. Lyons and Moehn; and, for Mr. Singh, relocation expenses paid in 2023 and a tax gross-up payment with respect to 2022 and 2023 relocation expenses of $32,611.
2023 SUMMARY COMPENSATION TABLE
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2023 SUMMARY COMPENSATION TABLE
The following table provides additional information with respect to stock-based awards granted in 2023, the value of which was provided in the Stock Awards column of the Summary Compensation Table with respect to 2023 grants, and with respect to the potential range of payouts associated with the 2023 STIP.
GRANTS OF PLAN-BASED AWARDS TABLE
GRANTS OF PLAN-BASED AWARDS TABLE
GRANTS OF PLAN-BASED AWARDS TABLE
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) (i) | Grant Date Fair Value of Stock and Option Awards(5) ($) (j) | | Name (a) | Grant Date(1) (b) | Committee Approval Date(1) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | Lyons | — | — | 720,000 | 1,440,000 | 2,880,000 | — | — | — | — | — | | | 2/9/23 | 2/9/23 | — | — | — | 20,250 | 40,499 | 80,998 | 17,356 | 5,121,903 | | Moehn | — | — | 350,625 | 701,250 | 1,402,500 | — | — | — | — | — | | | 2/9/23 | 2/9/23 | — | — | — | 10,319 | 20,637 | 41,274 | 8,844 | 2,609,955 | | | 11/1/23 | 10/12/23 | — | — | — | 49,123 | 65,497 | 81,871 | | 5,178,849 | | Birk | — | — | 244,000 | 488,000 | 976,000 | — | — | — | — | — | | | 2/9/23 | 2/9/23 | — | — | — | 4,844 | 9,688 | 19,376 | 4,152 | 1,225,254 | | Nwamu | — | — | 219,800 | 439,600 | 879,200 | | | | | | | | 2/9/23 | 2/9/23 | | | | 4,115 | 8,229 | 16,458 | 3,526 | 1,040,671 | | Singh | — | — | 234,000 | 468,000 | 936,000 | — | — | — | — | — | | | 2/9/23 | 2/9/23 | — | — | — | 4,297 | 8,594 | 17,188 | 3,683 | 1,086,882 |
GRANTS OF PLAN-BASED AWARDS TABLE
(1) See “— COMPENSATION DISCUSSION AND ANALYSIS” for a discussion of the timing of various pay decisions. (2) The amounts shown in column (c) reflect the threshold payment level under the 2023 STIP, which is 50 percent of the target amount shown in column (d). The amount shown in column (e) is 200 percent of such target amount. See “— COMPENSATION DISCUSSION AND ANALYSIS” for information regarding the performance-based conditions. (3) For each NEO, the amounts shown (denominated in shares of common stock) in column (f) reflect the threshold 2023 PSU award grant, which is 50 percent of the target amount shown in column (g), and the amount shown in column (h) is 200 percent of such target amount. In addition, for Mr. Moehn, the amounts shown (denominated in shares of common stock) include the November 1, 2023 performance-based RSU special award; the amount shown in column (f) for such award reflects the threshold award grant, which is 75 percent of the target amount shown in column (g), and the amount shown in column (h) for such award is 125 percent of such target amount. See “— COMPENSATION DISCUSSION AND ANALYSIS” for information regarding the terms of the awards, the description of performance-based vesting conditions and the criteria for determining the amounts payable. 2023 PSU awards and the performance-based RSU special award were granted under the 2022 Plan. (4) For each NEO, the amounts shown in column (i) reflect the February 9, 2023 RSU awards. For each NEO, the amount represents the grant date fair value of the 2023 awards determined in accordance with authoritative accounting guidance (including FASB ASC Topic 718), excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are referenced in footnote 3 to the Summary Compensation Table. There is no guarantee that, if and when the 2023 awards vest, they will have this value.
GRANTS OF PLAN-BASED AWARDS TABLE
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table See “— COMPENSATION DISCUSSION AND ANALYSIS” for further information relating to each NEO regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table and for discussions regarding officer stock ownership requirements, dividends paid on equity awards and allocations between short-term and long-term compensation. The following table provides information regarding the outstanding equity awards held by each of the NEOs as of December 31, 2023.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| | Stock Awards | | | | | Name (a) | Number of Shares or Units of Stock That Have Not Vested(1) (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(4) ($) (j) | | Lyons | 58,893 | 4,260,320 | 54,764 | 3,961,628 | | Moehn | 42,315 | 3,061,067 | 95,462 | 6,905,722 | | Birk | 13,674 | 989,177 | 13,391 | 968,705 | | Nwamu | 24,097 | 1,743,177 | 12,046 | 871,408 | | Singh | 12,457 | 901,139 | 9,196 | 665,240 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
(1) For each NEO, the amount shown represents the 2021 PSU award grant at the 78 percent performance level based on TSR and 55.6 percent performance level based on the Clean Energy Transition metric, and the 2021, 2022, and 2023 RSU award grants (including the May 12, 2022 RSU retention award for Ms. Nwamu, and the July 1, 2022 RSU sign-on awards for Mr. Singh). The 2021 PSU and RSU awards for such NEOs vested as of February 29, 2024. The February 2022 and 2023 RSU awards will vest as of February 28, 2025, and February 28, 2026, respectively; the May 12, 2022 RSU retention award will vest as of May 11, 2025, and the July 1, 2022 RSU sign-on awards will vest in equal installments as of February 29, 2024, and February 28, 2025. RSU award vesting is contingent upon continued employment of the NEO through the vesting period. See “— COMPENSATION DISCUSSION AND ANALYSIS — Long-Term Incentive Compensation” for a discussion of the LTIP program. (2) Valuations are based on $72.34 per share, the closing price of Ameren common stock on the NYSE as of December 29, 2023. See “— COMPENSATION DISCUSSION AND ANALYSIS — Long-Term Incentive Compensation — 2021 PSU Awards Vesting” for a discussion of the amounts actually earned with respect to the 2021 PSU awards. (3) For each NEO, the amount shown represents the 2022 and 2023 PSU award grants assuming achievement of the maximum performance goals for the PSU awards based on the Clean Energy Transition metric, and the threshold performance goal for the 2022 and 2023 PSU award based on the TSR metric. The 2022 and 2023 PSU awards will vest, subject to Ameren achieving the required performance threshold and continued employment of the NEO, as of February 28, 2025 and February 28, 2026, respectively. In addition, for Mr. Moehn, the amount shown includes the 2023 performance-based RSU award, assuming achievement of the threshold performance goal. The performance-based RSU award will vest, subject to Mr. Moehn’s continued employment through the payment date and, in the case of vesting above threshold performance, Ameren achieving the applicable performance goal, as of October 31, 2028. See “— COMPENSATION DISCUSSION AND ANALYSIS — Long-Term Incentive Compensation.” There is no guarantee that such amounts will ultimately be earned by participants. Valuations are based on $72.34 per share, the closing price of Ameren common stock on the NYSE as of December 29, 2023. There is no guarantee that such amounts will ultimately be earned by participants.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
The following table provides the amounts received upon the vesting of stock or similar instruments during the most recent fiscal year.
STOCK VESTED TABLE
STOCK VESTED TABLE
STOCK VESTED TABLE
| | Stock Awards | | | Name (a) | Number of Shares Acquired on Vesting(1) (#) (d) | Value Realized on Vesting(2) ($) (e) | | Lyons | 71,616 | 5,760,220 | | Moehn | 67,747 | 5,449,025 | | Birk | 11,025 | 911,878 | | Nwamu | 18,062 | 1,493,908 | | Singh | — | — |
STOCK VESTED TABLE
(1) For each NEO, the amount shown represents 2020 PSU and RSU award grants vested as of February 28, 2023, as well as the 2020 retention awards for Messrs. Lyons and Moehn, which vested and were paid as of October 2, 2023. During the three-year period for the 2020 PSU and RSU awards ending December 31, 2022, and the three-year period for the 2020 Lyons and Moehn RSU retention awards ending September 17, 2023, such NEOs were credited with dividend equivalents on these award grants, which represented the right to receive shares of Ameren common stock measured by the dividend payable with respect to the corresponding number of shares underlying the awards. Dividend equivalents on 2020 PSU and RSU awards accrued at target levels and were reinvested into additional 2020 PSUs and RSUs throughout the three-year period. Dividend equivalents are only earned to the extent that the underlying PSU and RSU award is earned. The number of 2020 PSUs and RSUs ultimately earned by each NEO, including through dividend reinvestment (PSU awards based on the TSR metric were earned at 200 percent of the target level and PSU awards based on the Clean Energy metric were earned at 95 percent of the target level) was as follows: Mr. Lyons — 5,465 units; Mr. Moehn — 5,170 units; Mr. Birk — 830 units; and Ms. Nwamu — 1,359 units. (2) The value of the vested 2020 PSUs and RSUs is based on the closing price of $82.71 per share of Ameren common stock on the NYSE as of February 28, 2023, the date the 2020 PSU and RSU awards vested. The value of the vested 2020 RSU retention awards for Messrs. Lyons and Moehn is based on the closing price of $74.83 per share of Ameren common stock on the NYSE as of September 29, 2023, the date used to calculate the payment of the 2020 Lyons and Moehn RSU retention awards upon vesting.
Pension Benefits
Pension Benefits The table below provides the actuarial present value of the NEO’s accumulated benefits under the Company’s retirement plans and the number of years of service credited to each NEO under these plans.
PENSION BENEFITS TABLE
PENSION BENEFITS TABLE
PENSION BENEFITS TABLE
| Name (a) | Plan Name (b) | Number of Years Credited Service(1) (#) (c) | Present Value of Accumulated Benefit(2)(3) ($) (d) | Payments During Last Fiscal Year(4) ($) (e) | | Lyons | 1) Retirement Plan | 22 | $873,522 | — | | | 2) SRP | 22 | $2,599,145 | — | | Moehn | 1) Retirement Plan | 23 | $827,667 | — | | | 2) SRP | 23 | $1,585,211 | — | | Birk | 1) Retirement Plan | 38 | $1,108,421 | — | | | 2) SRP | 38 | $964,573 | — | | Nwamu | 1) Retirement Plan | 7 | $253,173 | — | | | 2) SRP | 7 | $493,050 | — | | Singh | 1) Retirement Plan | 1 | $67,401 | — | | | 2) SRP | 1 | $70,176 | — |
PENSION BENEFITS TABLE
(1) Years of credited service are not used for purposes of calculating the NEOs’ balances under these plans. Represents the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan (defined below) and the SRP as of December 31, 2023. See Note 10 to our audited consolidated financial statements for the year ended December 31, 2023 included in our 2023 Form 10-K for an explanation of the valuation method and all material assumptions applied in quantifying the present value of the accumulated
PENSION BENEFITS TABLE
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PENSION BENEFITS TABLE
benefit. The calculations assumed that each officer will remain an active employee until, and will retire at, the plan normal retirement age of 65. The calculations included no pre-retirement decrements in determining the present value, used a 30 percent lump sum / 70 percent annuity payment form assumption, and used the plan valuation mortality assumptions after age 65 (PRI-2012 mortality projected generationally by Scale MP-2020). Cash balance accounts were projected to age 65 using the 2023 plan interest crediting rate of 5.43 percent. (3) The following table provides the Cash Balance Account Lump Sum Value for accumulated benefits relating to the NEOs under the cash balance account under the Retirement Plan and the SRP as of December 31, 2023 as an alternative to the presentation of the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan and the SRP as of December 31, 2023.
PENSION BENEFITS TABLE
| Name | Plan Name | Cash Balance Account Lump Sum Value ($) | | Lyons | 1) Retirement Plan | 710,710 | | | 2) SRP | 2,128,866 | | Moehn | 1) Retirement Plan | 675,469 | | | 2) SRP | 1,304,199 | | Birk | 1) Retirement Plan | 914,181 | | | 2) SRP | 800,074 | | Nwamu | 1) Retirement Plan | 198,858 | | | 2) SRP | 390,865 | | Singh | 1) Retirement Plan | 54,092 | | | 2) SRP | 56,780 |
PENSION BENEFITS TABLE
(4) All NEOs are active and were not eligible for payments prior to December 31, 2023. Ameren Retirement Plan Retirement benefits for the NEOs fall under the Benefits for Salaried Employees (the “Cash Balance Account”). Most salaried employees of Ameren and its subsidiaries, including the NEOs, earn benefits in the Cash Balance Account under the Ameren Retirement Plan (the “Retirement Plan”) immediately upon employment. Benefits become vested after three years of service. On an annual basis, a bookkeeping account in a participant’s name is credited with an amount equal to a percentage of the participant’s pensionable earnings for the year. Pensionable earnings include base salary and annual STIP compensation, which are equivalent to amounts shown in columns (c) and (f) in the Summary Compensation Table. The applicable percentage is based on the participant’s age as of December 31 of that year.
PENSION BENEFITS TABLE
| Participant’s Age on December 31 | Regular Credit for Pensionable Earnings* | | Less than 30 | 3% | | 30 to 39 | 4% | | 40 to 44 | 5% | | 45 to 49 | 6% | | 50 to 54 | 7% | | 55 and over | 8% |
PENSION BENEFITS TABLE
* An additional regular credit of three percent is received for pensionable earnings above the Social Security wage base. These accounts also receive interest credits based on the average yield for one-year U.S. Treasury constant maturity for the previous October, plus one percent. The minimum interest credit is five percent. Effective January 1, 2001, an enhancement account was added that provides a $500 additional credit at the end of each year. The normal retirement age under the Cash Balance Account structure and the SRP is 65. Neither the Cash Balance Account structure nor the SRP contains provisions for crediting extra years of service or for early retirement. When a participant terminates employment (including as a result of retirement), the amount credited to the participant’s account is converted to an annuity or paid to the
PENSION BENEFITS TABLE
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PENSION BENEFITS TABLE
participant in a lump sum. The participant can also choose to defer distribution, in which case the account balance is credited with interest at the applicable rate until the future date of distribution. Ameren Supplemental Retirement Plan In certain cases, pension benefits under the Retirement Plan are reduced to comply with maximum limitations imposed by the IRC. The SRP is maintained by Ameren to provide for a supplemental benefit equal to the difference between the benefit that would have been paid if such IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations. Any NEO whose pension benefits under the Retirement Plan would exceed IRC limitations is eligible to participate in the SRP. The SRP is unfunded and is not a qualified plan under the IRC. There is no offset under either the Retirement Plan or the SRP for Social Security benefits or other offset amounts.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table discloses contributions, earnings and balances under the nonqualified deferred compensation plan for each NEO.
NONQUALIFIED DEFERRED COMPENSATION TABLE
NONQUALIFIED DEFERRED COMPENSATION TABLE
NONQUALIFIED DEFERRED COMPENSATION TABLE
| Name (a) | Executive Contributions in 2023(1) ($) (b) | Company Contributions in 2023(2) ($) (c) | Aggregate Earnings in 2023(3) ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at 12/31/23(4) ($) (f) | | Lyons | 164,568 | 123,426 | 273,087 | — | 2,260,458 | | Moehn | 150,060 | 66,015 | 354,603 | — | 2,902,749 | | Birk | 331,107 | 42,638 | 154,109 | — | 2,811,895 | | Nwamu | — | — | — | — | — | | Singh | 29,250 | 21,938 | 5,530 | — | 83,454 |
NONQUALIFIED DEFERRED COMPENSATION TABLE
(1) A portion of these amounts is also included in amounts reported for 2023 as “Salary” in column (c) of the Summary Compensation Table. These amounts also include a portion of amounts reported as “Non-Equity Incentive Plan Compensation” in our 2023 proxy statement representing compensation paid in 2023 for performance during 2022. (2) All of the Company matching contributions reported for each NEO are included in the amounts reported in column (h) of the Summary Compensation Table. (3) The dollar amount of aggregate interest earnings accrued during 2023. The above-market interest component of these amounts earned on deferrals made prior to January 1, 2010 with respect to plan years beginning on or prior to January 1, 2010 and for deferrals made prior to January 1, 2010 with respect to plan years beginning on or after January 1, 2011 is included in amounts reported in column (g) of the Summary Compensation Table. See footnote (5) to the Summary Compensation Table for the amounts of above-market interest. There are no above-market or preferential earnings on compensation deferred with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010. (4) The dollar amount of the total balance of each NEO’s account as of December 31, 2023, consists of the following elements:
NONQUALIFIED DEFERRED COMPENSATION TABLE
| Name | Executive Contributions ($) | Company Matching Contributions ($) | Interest Earnings ($) | Total ($) | Amount Previously Reported as Compensation in Prior Years(1) ($) | | Lyons | 906,059 | 679,545 | 674,854 | 2,260,458 | 1,297,610 | | Moehn | 1,261,263 | 448,379 | 1,193,107 | 2,902,749 | 1,253,886 | | Birk | 1,829,303 | 234,080 | 748,512 | 2,811,895 | 469,613 | | Nwamu | — | — | — | — | — | | Singh | 54,913 | 22,895 | 5,646 | 83,454 | 26,620 |
NONQUALIFIED DEFERRED COMPENSATION TABLE
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NONQUALIFIED DEFERRED COMPENSATION TABLE
Represents amounts previously reported as compensation to the NEO in the Summary Compensation Table of Ameren or its subsidiaries in previous years. Executive Deferred Compensation Plan Participation Pursuant to an optional deferred compensation plan available to members of the Company’s management (the “Ameren Deferred Compensation Plan”), NEOs may annually choose to defer up to 50 percent (in one percent increments) of their salary and up to 85 percent (in one percent increments or amounts in excess of a threshold) of cash incentive awards. There are no minimum dollar thresholds for deferrals. At the request of a participant, the Company may, in its discretion, waive the 50 percent limitation. Effective January 1, 2010, the Ameren Deferred Compensation Plan was amended to change the interest crediting rates for deferrals made with respect to plan years commencing on and after January 1, 2010 and to add a 401(k) restoration benefit for eligible officers of Ameren whose total salary and short-term incentive award exceeds the limit on compensation in effect under the IRC. In October 2010, the Ameren Deferred Compensation Plan was amended for plan years beginning on and after January 1, 2011 to, among other things, change the measurement period for the applicable interest rates to amounts deferred under such plan prior to January 1, 2010 and clarify that matching contributions made under the plan are based upon all of a participant’s deferrals under the plan during a plan year. Amounts deferred (and interest attributable thereto), other than the 401(k) Restoration Benefit (as defined below), accrue interest at the rate to be applied to the participant’s account balance depending on (1) the plan year for which the rate is being calculated and (2) the year in which the deferral was made, as follows:
NONQUALIFIED DEFERRED COMPENSATION TABLE
| Calculation for Plan Year | Deferral Date | Rate | | Plan Years beginning on or prior to January 1, 2010 | Deferrals prior to January 1, 2010 | 150 percent of the average of the monthly Mergent’s Seasoned AAA Corporate Bond Yield Index rate (the “Officers Deferred Plan Index Rate”) for the calendar year immediately preceding such plan year — for 2023 such interest crediting rate was 5.90 percent | | Plan Years beginning on or after January 1, 2010 | Deferrals on and after January 1, 2010 | 120 percent of the AFR for the December immediately preceding such plan year (the “Officers Deferred Plan Interest Rate”) — for 2023 such interest crediting rate was 5.22 percent |
NONQUALIFIED DEFERRED COMPENSATION TABLE
Upon a participant’s termination of employment with the Company and/or its subsidiaries prior to age 55 and after the occurrence of a “Change of Control” (as defined under “— Potential Payments upon Termination or Change of Control — Change of Control” below) the balance in such participant’s deferral account, with interest as described in the table above, shall be distributed in a lump sum as soon as administratively practicable after the date the participant terminates employment. The 401(k) Restoration Benefit allows eligible employees of Ameren, including the NEOs, to also defer a percentage of salary and/or STIP awards in excess of the limit on compensation then in effect under the IRC ($330,000 in 2023), in one percent increments, up to a maximum of six percent of total salary and STIP awards (a “401(k) Restoration Deferral,” together with Ameren’s 401(k) matching credit described below, the “401(k) Restoration Benefit”). Under the Ameren Deferred Compensation Plan, for amounts deferred by the participant under the Plan up to the IRC compensation limit, as well as amounts deferred as a 401(k) Restoration Deferral, Ameren credits each participant’s deferral account with a matching credit equal to 100 percent of the first three percent of deferred salary and STIP awards and 50 percent of the deferred remaining salary and STIP awards. In general, eligible participants, including the NEOs, may direct the deemed investment of the 401(k) Restoration Benefit in accordance with the investment options that are generally available under Ameren’s 401(k) savings investment plan, except for the Ameren stock fund. As a result of the changes described in this section, no preferential or above-market earnings are paid pursuant to the Ameren Deferred Compensation Plan with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010. The investment returns for the funds available to NEOs under the Ameren Deferred Compensation Plan in 2023 were as follows:
NONQUALIFIED DEFERRED COMPENSATION TABLE
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NONQUALIFIED DEFERRED COMPENSATION TABLE
| Name of Fund | Percentage Rate of Return (%) | | Target 2025 Fund | 12.01 | | Target 2030 Fund | 14.26 | | Target 2035 Fund | 16.32 | | Target 2040 Fund | 18.31 | | Target 2045 Fund | 20.13 | | Target 2050 Fund | 21.27 | | Target 2055 Fund | 21.56 | | Target 2060 Fund | 21.61 | | Target 2065 Fund | 21.64 | | Target Retirement Fund | 11.09 | | Large Cap Equity Index | 26.28 | | Large Cap Equity | 34.03 | | Small/Mid Cap Equity Index | 17.62 | | Small/Mid Cap Equity | 16.16 | | International Equity Index | 15.47 | | International Equity | 16.04 | | Bond Fund | 7.93 | | Bond Index Fund | 5.66 | | TIPS Bond Index Fund | 3.97 | | Stable Interest Income | 2.64 |
NONQUALIFIED DEFERRED COMPENSATION TABLE
After the participant retires, the deferred amounts (and interest attributable thereto), other than the 401(k) Restoration Benefit, accrue interest as follows:
NONQUALIFIED DEFERRED COMPENSATION TABLE
| Calculation for Plan Year | Deferral Date | Rate | | Plan Years beginning on or prior to January 1, 2010 | Deferrals prior to January 1, 2010 | Average monthly Mergent’s Seasoned AAA Corporate Bond Yield Index rate (the “Officers Deferred Plan Base Index Rate”) for the calendar year immediately preceding such plan year — for 2023 such interest crediting rate was 3.93 percent | | Plan Years beginning on or after January 1, 2010 | Deferrals on and after January 1, 2010 | Officers Deferred Plan Interest Rate — for 2023 such interest crediting rate was 5.22 percent |
NONQUALIFIED DEFERRED COMPENSATION TABLE
The plan compounds interest annually and the rate is calculated as of the first day of the plan year. Distributions from the Ameren Deferred Compensation Plan will be paid in cash. A participant may choose to receive the deferred amounts at retirement in a single lump sum payment or in substantially equal installments over a period of 5, 10 or 15 years. In the event a participant terminates employment with the Company and its subsidiaries prior to age 55, the balance in such participant’s deferral account is distributable in a lump sum to the participant as soon as administratively practicable following the date the participant terminates employment. Participants are 100 percent vested at all times in the value of their contributions, investment earnings and any Company 401(k) matching credits. A participant’s benefit will be comprised of separate bookkeeping accounts evidencing his or her interest in each of the investment funds in which contributions and applicable matching contributions have been deemed invested. While no actual contributions are made to the funds, earnings or losses are calculated using the valuation methodology employed by the record keeper for each of the corresponding funds. Participants may generally transfer investments among various investment alternatives on a daily basis, subject to the provisions of the Ameren Deferred Compensation Plan.
NONQUALIFIED DEFERRED COMPENSATION TABLE
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Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control This section describes and estimates payments that could be made to the NEOs serving as of December 31, 2023, under different termination and change-in-control events. The estimated payments would be made under the terms of Ameren’s compensation and benefits plans, as well as the Severance Plan for Ameren Officers (“Officer Severance Plan”) or the Second Amended and Restated Change of Control Severance Plan (“Change of Control Plan”). The tables below reflect the payments and benefits payable to each of the NEOs in the event of a termination of the NEO’s employment under several different circumstances. The amounts shown assume that termination was effective as of December 31, 2023, at the NEO’s compensation and service levels as of that date, and are estimates of the amounts that would be payable to the NEO in each scenario. In addition, the amounts shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-discriminatory basis to employees upon a termination of employment. The actual amounts to be paid can only be determined at the time of the NEO’s actual separation from the Company. Factors that could affect the nature and amount of the payments on termination of employment include, among others, the timing of the event, compensation level, the market price of common stock and the NEO’s age.
CEO Pay Ratio
CEO Pay Ratio We are providing the following information to comply with Item 402(u) of Regulation S-K: For 2023, the annual total compensation of our median employee was $133,250. We calculated the median employee’s annual total compensation based on the rules for determining annual total compensation of our named executive officers, which includes base salary or wages (including overtime), as applicable, incentive compensation, stock awards, change in pension value, and other elements of pay, such as 401(k) employer match, as applicable. The annual total compensation of our CEO was $9,009,431 and the ratio of our CEO’s compensation to the median employee was 68 to 1. The pay ratio disclosed is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In accordance with the same methodology used to determine the median employee in prior years, we identified our median employee as of October 1, 2023, using for such purposes our workforce as of such date who had received compensation in 2022, consisting of approximately 8,700 full, part-time and temporary employees. The median employee was identified using such employees’ base salaries or wages for the period of January 1, 2022 to December 31, 2022, rounded up to the nearest $100. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.
CEO Pay Ratio
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Pay vs. Performance
Pay vs. Performance We are providing the following information to comply with Item 402(v) of Regulation S-K: The Pay vs. Performance (“PVP”) table below provides the “compensation actually paid” (“CAP”) to the Company’s CEO and the average CAP for non-CEO NEOs. CAP represents a new calculation of compensation that differs from the total compensation reported in the Summary Compensation Table (“SCT”). You should refer to the “Compensation Discussion and Analysis” section above for discussion regarding how the Company’s compensation program is designed to align with the Company’s performance and long-term shareholder interests.
Pay vs. Performance
| Year (a) | | | | | Value of initial fixed $100 investment based on: | | | | | | Summary Compensation Table Total for CEO(1) ($) (b) | Compensation Actually Paid to CEO(2) ($) (c) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) (d) | Average Compensation Actually Paid to Non-CEO NEOs(4) ($) (e) | Cumulative Total Shareholder Return ($) (f) | Peer Group Cumulative Total Shareholder Return(5) ($) (g) | Net Income(6) (in millions) $ (h) | Company- Selected Measure: Annual Earnings Per Share(7) ($) (i) | | 2023 | 9,009,431 | 2,812,991 | 4,486,943 | 2,292,462 | 105.1 | 111.6 | 1,152 | 4.38 | | 2022 | 7,357,331 | 8,431,586 | 3,855,710 | 4,629,404 | 125.2 | 120.1 | 1,074 | 4.14 | | 2021 | 9,807,836 | 13,567,261 | 3,278,949 | 4,395,710 | 122.1 | 118.3 | 990 | 3.84 | | 2020 | 10,058,353 | 15,068,893 | 4,119,985 | 5,163,486 | 104.3 | 100.5 | 871 | 3.50 |
Pay vs. Performance
(1) Mr. Lyons served as the Company’s President and Chief Executive Officer during 2022 and 2023 and additionally served as Chairman effective as of November 2, 2023. Mr. Baxter served as the Company’s Executive Chairman in 2022 through his retirement on November 2, 2023, and as Chairman, President and Chief Executive Officer in 2020 and 2021. (2) To calculate CAP for the CEO, as reported in column (c), the following amounts were deducted from and added to the CEO’s total compensation, as reported in the SCT:
Pay vs. Performance
| | 2023 | 2022 | 2021 | 2020 | | SCT Total for CEO | 9,009,431 | 7,357,331 | 9,807,836 | 10,058,353 | | Deductions from SCT: | | | | | | Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) | (5,121,903) | (4,271,210) | (5,572,210) | (5,546,556) | | Change in Pension Value (as included in column (g) of the SCT) | (763,434) | — | (514,419) | (1,330,006) | | Additions to SCT: | | | | | | Fair Value at Year-end of Unvested Awards Granted in Year(8) | 3,132,580 | 4,564,904 | 6,503,849 | 7,053,682 | | Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) | (471,298) | (86,593) | (930,958) | 267,784 | | Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) | (3,196,298) | 638,260 | 4,023,820 | 4,366,953 | | Service Cost for all Defined Benefit Pension Plans | 223,913 | 228,894 | 249,343 | 198,683 | | Compensation Actually Paid to CEO(9) | 2,812,991 | 8,431,586 | 13,567,261 | 15,068,893 |
Pay vs. Performance
The Non-CEO NEOs for the applicable periods are: Mr. Lyons (2020-2021), Mr. Moehn (2020-2023), Mr. Baxter (2022), Ms. Nwamu (2022-2023), Mr. Birk (2022-2023), Mr. Richard J. Mark, the former Chairman and President of Ameren Illinois (2020-2021), Mr. Fadi M. Diya, Senior Vice President and Chief Nuclear Officer of Ameren Missouri (2020-2021), and Mr. Singh (2023).
Pay vs. Performance
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Pay vs. Performance
To calculate Average CAP for the other NEOs, as reported in column (e), the following amounts were deducted from and added to the NEOs’ total compensation, as reported in the SCT:
Pay vs. Performance
| | 2023 | 2022 | 2021 | 2020 | | Average SCT Total Compensation for Non-CEO NEOs | 4,486,943 | 3,855,710 | 3,278,949 | 4,119,985 | | Deductions from SCT: | | | | | | Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) | (2,785,403) | (2,060,415) | (1,691,969) | (2,353,962) | | Change in Pension Value (as included in column (g) of the SCT) | (304,745) | — | (207,943) | (552,469) | | Additions to SCT: | | | | | | Fair Value at Year-end of Unvested Awards Granted in Year(8) | 2,042,220 | 2,187,358 | 1,974,854 | 2,806,801 | | Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) | (154,054) | (107,389) | (273,115) | 65,188 | | Change in Fair Value of Unvested Awards Granted in Prior Years that remain Unvested and Outstanding at Year-End(8) | (1,087,883) | 583,120 | 1,183,960 | 971,028 | | Service Cost for all Defined Benefit Pension Plans | 95,384 | 171,020 | 130,974 | 106,915 | | Average Compensation Actually Paid to Non-CEO NEOs(9) | 2,292,462 | 4,629,404 | 4,395,710 | 5,163,486 |
Pay vs. Performance
(5) Represents the Cumulative TSR for the S&P 500 Utilities Index. (6) Value reported is net income attributable to Ameren common shareholders, as reported in the Company’s Annual Report on Form 10-K for the applicable period. (7) Value reported is the Company’s GAAP diluted EPS for the respective year. (8) The below table provides the valuation assumptions used in determining the fair value of equity awards (on the respective valuation dates) that are materially different from those originally disclosed as of the grant date of such equity awards.
Pay vs. Performance
| Performance Period | Valuation Date | Risk-Free Rate | Ameren’s Common Stock Volatility | Volatility Range for the Peer Group | | 2023 – 2028 | 12/31/2023 | 3.85% | 26.2% | 24.49% – 30.56% | | 2023 – 2025 | 12/31/2023 | 4.23% | 22.0% | 19.98% – 24.79% | | 2022 – 2024 | 12/31/2022 | 4.41% | 20.09% | 19.18% – 23.89% | | | 12/31/2023 | 4.79% | 22.1% | 18.01% – 23.96% | | 2021 – 2023 | 12/31/2021 | 0.73% | 33.2% | 29.71% – 41.14% | | | 12/31/2022 | 4.73% | 21.99% | 21.77% – 27.08% | | 2020 – 2022 | 12/31/2020 | 0.13% | 32.2% | 28.98% – 40.10% | | | 12/31/2021 | 0.39% | 18.0% | 16.19% – 22.46% | | 2019 – 2021 | 12/31/2019 | 1.58% | 16.5% | 15.06% – 30.22% | | | 12/31/2020 | 0.10% | 43.3% | 38.61% – 54.73% | | 2018 – 2020 | 12/31/2019 | 1.59% | 14.3% | 12.67% – 146.95% |
Pay vs. Performance
No adjustments were required with respect to the dollar value of dividends or other earnings paid on stock or option awards, because the value of dividend equivalents accrued on such awards are included in the calculation of the fair value of such awards as of each applicable valuation date.
Pay vs. Performance
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Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table
Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table The most important annual financial measure that the Company uses to link pay to performance is the Company’s annual EPS, which is not only the most heavily weighted metric in the STIP, but also generally consistent with Ameren’s TSR, which is the most heavily weighted performance metric in the Company’s LTIP. As shown in the chart below, the Company’s EPS increased by 9.7% between 2020 and 2021, while the CEO and Average NEO CAP decreased by 10% and 14.9%, respectively, for the same period. In 2022, while the Average NEO CAP increased by 5.3% and the CEO CAP decreased by 37.9%, driven primarily by the appointment of a new CEO effective January 1, 2022, the Company’s EPS increased by 7.8%. In 2023, while the CEO CAP and the Average NEO CAP decreased by 66.6% and 50.5% respectively, driven primarily by the impact on the fair value of outstanding equity awards of the fourth quarter 2023 Ameren stock price decline as a result of the unfavorable regulatory outcomes in Ameren Illinois’ natural gas and multi-year electric distribution rate review and grid plan proceedings, the Company’s EPS increased by 5.8%. During the four-year period (2020 – 2023), the Company’s Cumulative TSR was 5.1 percent and the Company’s net income increased by 32.3%. Over the same period, the S&P 500 Utilities Index provided a cumulative TSR of 11.6 percent. The value of an initial fixed $100 investment based on the Company’s cumulative TSR was 3.8, 3.8, and 5.1 percentage points above the S&P 500 Utilities Index TSR in 2020, 2021, and 2022, respectively, and 6.5 percentage points below for 2023, driven primarily by the impact of the fourth quarter 2023 Ameren stock price decline as a result of the unfavorable regulatory outcomes in Ameren Illinois’ natural gas and multi-year electric distribution rate review and grid plan proceedings.
Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table
| 94 | Ameren Corporation |
Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table
Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 • The Audit and Risk Committee of the Board has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. • Consistent with good governance practices, the Company is asking shareholders to ratify the appointment of PwC.
Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table
| | Board Recommendation for Item 3 Your Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of PwC as independent registered public accounting firm for the fiscal year ending December 31, 2024. |
Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table
The members of the Audit and Risk Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders. Although ratification by the shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this appointment by the shareholders. In the event the shareholders fail to ratify the appointment, the Audit and Risk Committee will consider this factor when making any determination regarding PwC. Even if the selection is ratified, the Audit and Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Selection of Independent Registered Public Accounting Firm The Audit and Risk Committee is directly responsible for the appointment, selection of the lead engagement partner, pre-approval of compensation, retention and oversight of the work of the independent accountants engaged by the Company for the purpose of preparing or issuing an audit report or performing other permissible audit, review or attest services for the Company. In accordance with its charter, the Audit and Risk Committee has appointed PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, and the Board has ratified this appointment. On at least an annual basis, the Audit and Risk Committee evaluates PwC’s qualifications, performance and independence and presents its conclusions with respect to PwC’s independence to the full Board. As part of its evaluation, the Audit and Risk Committee considers a variety of factors, including: • PwC’s independence, objectivity and professional skepticism; • The length of PwC’s tenure; • The overall depth and expertise of the PwC team handling the audit; • The quality of PwC’s performance and audit plans; • PwC’s capabilities and expertise regarding the Company and our industry; • The nature of PwC’s communications with the Audit and Risk Committee, the Board and management; • PwC’s reputation for integrity and competence in the fields of accounting and auditing; • Litigation and regulatory proceedings in which PwC may be involved; The appropriateness of PwC’s fees; and
Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table
| 2024 Proxy Statement | 95 |
Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table
Public Company Accounting Oversight Board inspection reports on PwC. PwC has served continuously as the independent registered public accounting firm for the Company and its subsidiaries since at least 1932. The Audit and Risk Committee believes there are important benefits to having a long-tenured independent accounting firm, including: • PwC’s deep understanding of Ameren’s business, industry and accounting policies and practices; • PwC’s familiarity with the Company and industry expertise, which promotes efficiencies; and • Avoidance of significant costs and disruptions (including Board and management time and distractions) that would be associated with evaluating and retaining a new independent auditor. In addition, PwC is subject to robust independence controls that further mitigate the risks that may be associated with long auditor tenure. These include: • A strong regulatory framework for auditor independence, including limitations on non-audit services; • Oversight of PwC by the Audit and Risk Committee that includes regular communication on and evaluation of the quality of the audit and auditor independence; • PwC’s internal independence controls and compliance program; • Conducting regular private meetings with each of PwC and Ameren management at the end of each regularly scheduled Audit and Risk Committee meeting; and • Mandatory audit partner rotation every five years, a process which is directed and ultimately approved by the Audit and Risk Committee; the current audit partner’s term commenced with the fiscal year 2021 audit. Representatives of PwC are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions. Fees For Fiscal Years 2023 and 2022