AMEREN ILLINOIS CO, DEF 14C filed on 3/25/2025
Information Statement - All Other (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14C
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Ameren Illinois Company
Entity Central Index Key 0000018654
v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus 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 PEO and the average CAP for non-PEO 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.
Value of initial fixed $100
investment based on:
Year (a)
SCT Total
for PEO
(Mark)(1)
($)
(b)
CAP to
PEO
(Mark)(4)
($)
(c)
SCT Total
for PEO
(Singh)(2)
($)
(c)
CAP to
PEO
(Singh)(4)
($)
(e)
Average SCT
Total for
Non-PEO
NEOs(3)
($)
(f)
Average CAP
to Non-PEO
NEOs(5)
($)
(g)
Cumulative
TSR(6)
($)
(h)
Peer Group
TSR(6)
($)
(i)
Net
Income(7)
(in millions)
($)
(j)
Company-Selected
Measure:
Ameren Adjusted
(Non-GAAP)
Annual Earnings
Per Share(8)
($)
(k)
2024 2,727,870 4,367,638 4,788,691 9,023,750 N/A N/A 620 4.63
2023 2,702,682 1,881,829 5,350,019 1,285,156 N/A N/A 607 4.38
2022 1,884,831 463,937 2,108,814 2,138,912 5,100,902 6,083,692 N/A N/A 513 4.14
2021 2,499,003 3,093,519 N/A N/A 4,380,007 5,958,439 N/A N/A 425 3.84
2020 2,456,931 3,340,299 N/A N/A 4,903,026 6,634,970 N/A N/A 379 3.50
(1)
Mr. Richard J. Mark served as the PEO in 2020 and 2021 and through August 1, 2022, when he retired.
(2)
Effective with Mr. Mark’s retirement, Mr. Singh began serving as the PEO effective August 1, 2022.
(3)
The NEOs for the applicable periods are: Mr. Lyons (2022-2024), Mr. Moehn (2020-2024), Mr. Warner L. Baxter (2020-2023), Ms. Nwamu (2020-2024), Ms. Bhavani Amirthalingam (2021; 2023), Mr. Schukar (2024) and Mr. Bruce A. Steinke (2020).
(4)
To calculate CAP for the PEOs, as reported in columns (c) and (e), the following amounts were deducted from and added to the PEO’s total compensation, as reported in the SCT:
2024
PEO #2 (Singh)
SCT Total for PEO 2,727,870
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) (1,129,033)
Change in Pension Value (as included in column (g) of the SCT) (172,700)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(9) 2,071,843
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(9)
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(9) 783,648
Service Cost for all Defined Benefit Pension Plans 86,010
Compensation Actually Paid to PEO(10) 4,367,638
(5)
To calculate Average CAP for the other NEOs, as reported in column (g), the following amounts were deducted from and added to the NEOs’ total compensation, as reported in the SCT:
2024
Average SCT Total Compensation for Non-PEO NEOs 4,788,691
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) (2,308,049)
Change in Pension Value (as included in column (g) of the SCT) (380,192)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(9) 4,235,529
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(9) (18,984)
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(9) 2,524,749
Service Cost for all Defined Benefit Pension Plans 182,006
Average Compensation Actually Paid to Non-PEO NEOs(10) 9,023,750
(6)
The Company does not have publicly traded shares of common stock and, as a result, does not have a “total shareholder return”. As a result no cumulative total shareholder return or peer group cumulative total shareholder return has been included in this table.
(7)
Value reported is the Company’s net income attributable to Ameren common shareholders, as reported in the Company’s Annual Report on Form 10-K for the applicable period.
(8)
Our named executive officers are compensated by Ameren in accordance with its executive compensation policies. The Company does not make independent decisions regarding the compensation of its executive officers. As a result, the company-selected measure included in this table is Ameren’s GAAP diluted EPS for the respective year, which reflects the financial performance measure that in Ameren’s assessment represents the most important financial measure used to link compensation actually paid for the most recently completed fiscal year to company performance. Except for 2024, values reported represent Ameren’s GAAP diluted EPS and adjusted (non-GAAP) diluted EPS. See Appendix A for a reconciliation of GAAP to adjusted (non-GAAP) EPS for 2024.
(9)
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.
Performance Period
Valuation Date
Risk-Free Rate
Ameren’s Common
Stock Volatility
Volatility Range for the
Peer Group
2024−2026
12/31/2024
4.25%
19.77%
17.27%−23.8%
2023−2028
12/31/2023
12/31/2024
3.85%
4.32%
26.20%
19.82%
24.49%−30.56%
18.15%−22.91%
2023−2025
12/31/2023
12/31/2024
4.23%
4.16%
22.0%
17.05%
19.98%−24.79%
15.08%−23.65%
(10)
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.
       
Company Selected Measure Name Annual Earnings Per Share        
Named Executive Officers, Footnote
(1)
Mr. Richard J. Mark served as the PEO in 2020 and 2021 and through August 1, 2022, when he retired.
(2)
Effective with Mr. Mark’s retirement, Mr. Singh began serving as the PEO effective August 1, 2022.
(3)
The NEOs for the applicable periods are: Mr. Lyons (2022-2024), Mr. Moehn (2020-2024), Mr. Warner L. Baxter (2020-2023), Ms. Nwamu (2020-2024), Ms. Bhavani Amirthalingam (2021; 2023), Mr. Schukar (2024) and Mr. Bruce A. Steinke (2020).
       
Peer Group Issuers, Footnote
(6)
The Company does not have publicly traded shares of common stock and, as a result, does not have a “total shareholder return”. As a result no cumulative total shareholder return or peer group cumulative total shareholder return has been included in this table.
       
Adjustment To PEO Compensation, Footnote
(4)
To calculate CAP for the PEOs, as reported in columns (c) and (e), the following amounts were deducted from and added to the PEO’s total compensation, as reported in the SCT:
2024
PEO #2 (Singh)
SCT Total for PEO 2,727,870
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) (1,129,033)
Change in Pension Value (as included in column (g) of the SCT) (172,700)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(9) 2,071,843
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(9)
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(9) 783,648
Service Cost for all Defined Benefit Pension Plans 86,010
Compensation Actually Paid to PEO(10) 4,367,638
(9)
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.
Performance Period
Valuation Date
Risk-Free Rate
Ameren’s Common
Stock Volatility
Volatility Range for the
Peer Group
2024−2026
12/31/2024
4.25%
19.77%
17.27%−23.8%
2023−2028
12/31/2023
12/31/2024
3.85%
4.32%
26.20%
19.82%
24.49%−30.56%
18.15%−22.91%
2023−2025
12/31/2023
12/31/2024
4.23%
4.16%
22.0%
17.05%
19.98%−24.79%
15.08%−23.65%
(10)
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.
       
Non-PEO NEO Average Total Compensation Amount $ 4,788,691 $ 5,350,019 $ 5,100,902 $ 4,380,007 $ 4,903,026
Non-PEO NEO Average Compensation Actually Paid Amount $ 9,023,750 1,285,156 6,083,692 5,958,439 6,634,970
Adjustment to Non-PEO NEO Compensation Footnote
(5)
To calculate Average CAP for the other NEOs, as reported in column (g), the following amounts were deducted from and added to the NEOs’ total compensation, as reported in the SCT:
2024
Average SCT Total Compensation for Non-PEO NEOs 4,788,691
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) (2,308,049)
Change in Pension Value (as included in column (g) of the SCT) (380,192)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(9) 4,235,529
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(9) (18,984)
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(9) 2,524,749
Service Cost for all Defined Benefit Pension Plans 182,006
Average Compensation Actually Paid to Non-PEO NEOs(10) 9,023,750
(9)
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.
Performance Period
Valuation Date
Risk-Free Rate
Ameren’s Common
Stock Volatility
Volatility Range for the
Peer Group
2024−2026
12/31/2024
4.25%
19.77%
17.27%−23.8%
2023−2028
12/31/2023
12/31/2024
3.85%
4.32%
26.20%
19.82%
24.49%−30.56%
18.15%−22.91%
2023−2025
12/31/2023
12/31/2024
4.23%
4.16%
22.0%
17.05%
19.98%−24.79%
15.08%−23.65%
(10)
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.
       
Compensation Actually Paid vs. Company Selected Measure
Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table
The most important annual financial measure that Ameren uses to link pay to performance is Ameren’s annual GAAP diluted 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 LTIP. As shown in the chart below, Ameren’s GAAP diluted EPS increased by 9.7% between 2020 and 2021, while the PEO and Average NEO CAP decreased by 7.4% and 10.2%, respectively, for the same period. In 2022, while the Average NEO CAP increased by 2.1% and the combined PEO CAP decreased by 15.9%, driven primarily by a new PEO in August 2022, Ameren’s GAAP diluted EPS increased by 7.8%. In 2023, while the PEO CAP and the Average NEO CAP decreased by 27.7% and 78.9%, 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, Ameren’s GAAP diluted EPS increased by 5.8%. In 2024, the CEO CAP and the Average NEO CAP increased by 132.1% and 602.2% respectively, and the Company’s adjusted (non-GAAP) diluted EPS increased by 5.7%. During the five-year period (2020−2024), the Company’s net income increased by 63.6%.
Except for 2024, EPS amounts in the chart represent both Ameren’s GAAP diluted EPS and its adjusted (non-GAAP) diluted EPS. See Appendix A for a reconciliation of Ameren’s GAAP to adjusted (non-GAAP) EPS for 2024.
       
Tabular List, Table
Additional Company-Selected Performance Measures
The following table represents the unranked list of the most important performance measures used to align compensation actually paid to the PEO and NEOs for 2024 to the performance of Ameren and its subsidiaries, including the Company. While these performance measures are the most important measures, additional financial and other measures were also considered to align the PEO and NEOs’ pay and performance as further described in the “Compensation Discussion and Analysis” section above.
Ameren Annual EPS
Ameren Three-Year TSR Ranking vs. the TSR Peer Group
Clean Energy Transition metric
These measures generally reflect those used internally to measure the performance of Ameren and its subsidiaries, including the Company, and externally to report to investors. Taken together, these measures provide a holistic measure of Ameren’s growth, shareholder value and overall financial performance, as well as Ameren’s progress toward transitioning to clean energy through the addition of renewable generation, energy storage and the retirement of coal-fired energy centers.
       
Net Income (Loss) $ 620,000,000 $ 607,000,000 $ 513,000,000 $ 425,000,000 $ 379,000,000
Company Selected Measure Amount | $ / shares 4.63 4.38 4.14 3.84 3.5
PEO Name Mr. Singh        
Measure:: 1          
Pay vs Performance Disclosure          
Name Ameren Annual EPS        
Non-GAAP Measure Description
(8)
Our named executive officers are compensated by Ameren in accordance with its executive compensation policies. The Company does not make independent decisions regarding the compensation of its executive officers. As a result, the company-selected measure included in this table is Ameren’s GAAP diluted EPS for the respective year, which reflects the financial performance measure that in Ameren’s assessment represents the most important financial measure used to link compensation actually paid for the most recently completed fiscal year to company performance. Except for 2024, values reported represent Ameren’s GAAP diluted EPS and adjusted (non-GAAP) diluted EPS. See Appendix A for a reconciliation of GAAP to adjusted (non-GAAP) EPS for 2024.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Ameren Three-Year TSR Ranking vs. the TSR Peer Group        
Measure:: 3          
Pay vs Performance Disclosure          
Name Clean Energy Transition metric        
Adjustment To Compensation Fair Value Of Equity Awards Valuation Assumptions Used For Performance Period 2024-2026 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.25%        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 19.77%        
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum 17.27%        
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum 23.80%        
Adjustment To Compensation Fair Value Of Equity Awards Valuation Assumptions Used For Performance Period 2023-2028 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.32% 3.85%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 19.82% 26.20%      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum 18.15% 24.49%      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum 22.91% 30.56%      
Adjustment To Compensation Fair Value Of Equity Awards Valuation Assumptions Used For Performance Period 2023-2025 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.16% 4.23%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 17.05% 22.00%      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum 15.08% 19.98%      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum 23.65% 24.79%      
Mr. Mark [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 1,884,831 $ 2,499,003 $ 2,456,931
PEO Actually Paid Compensation Amount 463,937 $ 3,093,519 $ 3,340,299
Mr. Singh [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 2,727,870 2,702,682 2,108,814    
PEO Actually Paid Compensation Amount 4,367,638 $ 1,881,829 $ 2,138,912    
Mr. Singh [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,129,033)        
Mr. Singh [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (172,700)        
Mr. Singh [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,071,843        
Mr. Singh [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Mr. Singh [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 783,648        
Mr. Singh [Member] | Aggregate Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 86,010        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,308,049)        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (380,192)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,235,529        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (18,984)        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,524,749        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 182,006        
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true