AMEREN ILLINOIS CO, DEF 14C filed on 4/5/2024
Information Statement - All Other (definitive)
v3.24.1
Cover
 12 Months Ended
Dec. 31, 2023
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
v3.24.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Dec. 31, 2019
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
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 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:
AEE Annual
Earnings
Per Share(8)
(k)
 ​
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 (2022-2023), Mr. Moehn (2020-2023), Mr. Baxter (2020-2023), Ms. Nwamu (2020-2023), Ms. Amirthalingam (2021; 2023), 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:
​
​ ​ ​
2023
 ​ ​
2022
​ ​
2021
 ​ ​
2020
 ​
​ ​ ​
PEO #2 (Singh)
 ​ ​
PEO #1 (Mark)
 ​ ​
PEO #2 (Singh)
 ​ ​
PEO #1 (Mark)
 ​ ​
PEO #1 (Mark)
 ​
SCT Total for PEO ​ ​ ​ ​ 2,702,682 ​ ​ ​ ​ ​ 1,884,831 ​ ​ ​ ​ ​ 2,108,814 ​ ​ ​ ​ ​ 2,499,003 ​ ​ ​ ​ ​ 2,456,931 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (1,086,882) ​ ​ ​ ​ ​ (1,029,738) ​ ​ ​ ​ ​ (1,102,743) ​ ​ ​ ​ ​ (1,031,102) ​ ​ ​ ​ ​ (1,006,367) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (110,328) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (27,249) ​ ​ ​ ​ ​ (239,347) ​ ​ ​ ​ ​ (381,104) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(9) ​ ​ ​ ​ 664,734 ​ ​ ​ ​ ​ 212,857 ​ ​ ​ ​ ​ 1,122,490 ​ ​ ​ ​ ​ 1,203,516 ​ ​ ​ ​ ​ 1,279,777 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(9) ​ ​ ​ ​ — ​ ​ ​ ​ ​ (57,715) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (181,509) ​ ​ ​ ​ ​ 59,640 ​ ​
Change in Fair Value of Unvested Awards
Granted in Prior Years that Remain Unvested
and Outstanding at Year-End(9) 		​ ​ ​ ​ (340,559) ​ ​ ​ ​ ​ 144,567 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 745,068 ​ ​ ​ ​ ​ 840,073 ​ ​
Awards Granted in Prior Years that are Forfeited during the Year, if Applicable(9) ​ ​ ​ ​ — ​ ​ ​ ​ ​ (820,333) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Service Cost for all Defined Benefit Pension
Plans 		​ ​ ​ ​ 52,182 ​ ​ ​ ​ ​ 129,468 ​ ​ ​ ​ ​ 37,600 ​ ​ ​ ​ ​ 97,890 ​ ​ ​ ​ ​ 91,349 ​ ​
Compensation Actually Paid to PEO(10) ​ ​ ​ ​ 1,881,829 ​ ​ ​ ​ ​ 463,937 ​ ​ ​ ​ ​ 2,138,912 ​ ​ ​ ​ ​ 3,093,519 ​ ​ ​ ​ ​ 3,340,299 ​ ​
​
(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:
​
​ ​ ​
2023
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
Average SCT Total Compensation for Non-PEO NEOs ​ ​ ​ ​ 5,350,019 ​ ​ ​ ​ ​ 5,100,902 ​ ​ ​ ​ ​ 4,380,007 ​ ​ ​ ​ ​ 4,903,026 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (2,960,715) ​ ​ ​ ​ ​ (2,860,302) ​ ​ ​ ​ ​ (2,321,316) ​ ​ ​ ​ ​ (2,740,984) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (506,480) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (247,010) ​ ​ ​ ​ ​ (627,999) ​ ​
​ ​ ​
2023
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(9) ​ ​ ​ ​ 2,081,150 ​ ​ ​ ​ ​ 3,042,250 ​ ​ ​ ​ ​ 2,709,405 ​ ​ ​ ​ ​ 3,366,358 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(9) ​ ​ ​ ​ (360,466) ​ ​ ​ ​ ​ (121,727) ​ ​ ​ ​ ​ (341,771) ​ ​ ​ ​ ​ 93,617 ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that
Remain Unvested and Outstanding at Year-End(9) 		​ ​ ​ ​ (2,135,038) ​ ​ ​ ​ ​ 710,534 ​ ​ ​ ​ ​ 1,617,773 ​ ​ ​ ​ ​ 1,525,928 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 155,859 ​ ​ ​ ​ ​ 212,035 ​ ​ ​ ​ ​ 161,351 ​ ​ ​ ​ ​ 115,024 ​ ​
Awards Granted in Prior Years that are Forfeited during the Year, if Applicable ​ ​ ​ ​ (339,173) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Average Compensation Actually Paid to Non-PEO NEOs(10) ​ ​ ​ ​ 1,285,156 ​ ​ ​ ​ ​ 6,083,692 ​ ​ ​ ​ ​ 5,958,439 ​ ​ ​ ​ ​ 6,634,970 ​ ​
​
(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.
​
(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
 ​
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
12/31/2023
​ ​
4.41%
4.79%
​ ​
20.09%
22.1%
​ ​
19.18%−23.89%
18.01%−23.96%
​
2021−2023
 ​ ​
12/31/2021
12/31/2022
​ ​
0.73%
4.73%
​ ​
33.2%
21.99%
​ ​
29.71%−41.14%
21.77%−27.08%
​
2020−2022
 ​ ​
12/31/2020
12/31/2021
​ ​
0.13%
0.39%
​ ​
32.2%
18.0%
​ ​
28.98%−40.10%
16.19%−22.46%
​
2019−2021
 ​ ​
12/31/2019
12/31/2020
​ ​
1.58%
0.10%
​ ​
16.5%
43.3%
​ ​
15.06%−30.22%
38.61%−54.73%
​
2018−2020
 ​ ​
12/31/2019
​ ​
1.59%
​ ​
14.3%
​ ​
12.67%−146.95%
​
​
(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 AnnualEarningsPer 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 (2022-2023), Mr. Moehn (2020-2023), Mr. Baxter (2020-2023), Ms. Nwamu (2020-2023), Ms. Amirthalingam (2021; 2023), 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.
       
PEO Total Compensation Amount        
PEO Actually Paid Compensation Amount        
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:
​
​ ​ ​
2023
 ​ ​
2022
​ ​
2021
 ​ ​
2020
 ​
​ ​ ​
PEO #2 (Singh)
 ​ ​
PEO #1 (Mark)
 ​ ​
PEO #2 (Singh)
 ​ ​
PEO #1 (Mark)
 ​ ​
PEO #1 (Mark)
 ​
SCT Total for PEO ​ ​ ​ ​ 2,702,682 ​ ​ ​ ​ ​ 1,884,831 ​ ​ ​ ​ ​ 2,108,814 ​ ​ ​ ​ ​ 2,499,003 ​ ​ ​ ​ ​ 2,456,931 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (1,086,882) ​ ​ ​ ​ ​ (1,029,738) ​ ​ ​ ​ ​ (1,102,743) ​ ​ ​ ​ ​ (1,031,102) ​ ​ ​ ​ ​ (1,006,367) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (110,328) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (27,249) ​ ​ ​ ​ ​ (239,347) ​ ​ ​ ​ ​ (381,104) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(9) ​ ​ ​ ​ 664,734 ​ ​ ​ ​ ​ 212,857 ​ ​ ​ ​ ​ 1,122,490 ​ ​ ​ ​ ​ 1,203,516 ​ ​ ​ ​ ​ 1,279,777 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(9) ​ ​ ​ ​ — ​ ​ ​ ​ ​ (57,715) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (181,509) ​ ​ ​ ​ ​ 59,640 ​ ​
Change in Fair Value of Unvested Awards
Granted in Prior Years that Remain Unvested
and Outstanding at Year-End(9) 		​ ​ ​ ​ (340,559) ​ ​ ​ ​ ​ 144,567 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 745,068 ​ ​ ​ ​ ​ 840,073 ​ ​
Awards Granted in Prior Years that are Forfeited during the Year, if Applicable(9) ​ ​ ​ ​ — ​ ​ ​ ​ ​ (820,333) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Service Cost for all Defined Benefit Pension
Plans 		​ ​ ​ ​ 52,182 ​ ​ ​ ​ ​ 129,468 ​ ​ ​ ​ ​ 37,600 ​ ​ ​ ​ ​ 97,890 ​ ​ ​ ​ ​ 91,349 ​ ​
Compensation Actually Paid to PEO(10) ​ ​ ​ ​ 1,881,829 ​ ​ ​ ​ ​ 463,937 ​ ​ ​ ​ ​ 2,138,912 ​ ​ ​ ​ ​ 3,093,519 ​ ​ ​ ​ ​ 3,340,299 ​ ​
(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
 ​
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
12/31/2023
​ ​
4.41%
4.79%
​ ​
20.09%
22.1%
​ ​
19.18%−23.89%
18.01%−23.96%
​
2021−2023
 ​ ​
12/31/2021
12/31/2022
​ ​
0.73%
4.73%
​ ​
33.2%
21.99%
​ ​
29.71%−41.14%
21.77%−27.08%
​
2020−2022
 ​ ​
12/31/2020
12/31/2021
​ ​
0.13%
0.39%
​ ​
32.2%
18.0%
​ ​
28.98%−40.10%
16.19%−22.46%
​
2019−2021
 ​ ​
12/31/2019
12/31/2020
​ ​
1.58%
0.10%
​ ​
16.5%
43.3%
​ ​
15.06%−30.22%
38.61%−54.73%
​
2018−2020
 ​ ​
12/31/2019
​ ​
1.59%
​ ​
14.3%
​ ​
12.67%−146.95%
​
​
(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 $ 5,350,019 $ 5,100,902 $ 4,380,007 $ 4,903,026  
Non-PEO NEO Average Compensation Actually Paid Amount $ 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:
​
​ ​ ​
2023
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
Average SCT Total Compensation for Non-PEO NEOs ​ ​ ​ ​ 5,350,019 ​ ​ ​ ​ ​ 5,100,902 ​ ​ ​ ​ ​ 4,380,007 ​ ​ ​ ​ ​ 4,903,026 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (2,960,715) ​ ​ ​ ​ ​ (2,860,302) ​ ​ ​ ​ ​ (2,321,316) ​ ​ ​ ​ ​ (2,740,984) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (506,480) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (247,010) ​ ​ ​ ​ ​ (627,999) ​ ​
​ ​ ​
2023
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(9) ​ ​ ​ ​ 2,081,150 ​ ​ ​ ​ ​ 3,042,250 ​ ​ ​ ​ ​ 2,709,405 ​ ​ ​ ​ ​ 3,366,358 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(9) ​ ​ ​ ​ (360,466) ​ ​ ​ ​ ​ (121,727) ​ ​ ​ ​ ​ (341,771) ​ ​ ​ ​ ​ 93,617 ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that
Remain Unvested and Outstanding at Year-End(9) 		​ ​ ​ ​ (2,135,038) ​ ​ ​ ​ ​ 710,534 ​ ​ ​ ​ ​ 1,617,773 ​ ​ ​ ​ ​ 1,525,928 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 155,859 ​ ​ ​ ​ ​ 212,035 ​ ​ ​ ​ ​ 161,351 ​ ​ ​ ​ ​ 115,024 ​ ​
Awards Granted in Prior Years that are Forfeited during the Year, if Applicable ​ ​ ​ ​ (339,173) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Average Compensation Actually Paid to Non-PEO NEOs(10) ​ ​ ​ ​ 1,285,156 ​ ​ ​ ​ ​ 6,083,692 ​ ​ ​ ​ ​ 5,958,439 ​ ​ ​ ​ ​ 6,634,970 ​ ​
(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
 ​
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
12/31/2023
​ ​
4.41%
4.79%
​ ​
20.09%
22.1%
​ ​
19.18%−23.89%
18.01%−23.96%
​
2021−2023
 ​ ​
12/31/2021
12/31/2022
​ ​
0.73%
4.73%
​ ​
33.2%
21.99%
​ ​
29.71%−41.14%
21.77%−27.08%
​
2020−2022
 ​ ​
12/31/2020
12/31/2021
​ ​
0.13%
0.39%
​ ​
32.2%
18.0%
​ ​
28.98%−40.10%
16.19%−22.46%
​
2019−2021
 ​ ​
12/31/2019
12/31/2020
​ ​
1.58%
0.10%
​ ​
16.5%
43.3%
​ ​
15.06%−30.22%
38.61%−54.73%
​
2018−2020
 ​ ​
12/31/2019
​ ​
1.59%
​ ​
14.3%
​ ​
12.67%−146.95%
​
​
(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 EPS results, 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 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 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 EPS increased by 5.8%. During the four-year period (2020−2023), the Company’s net income increased by 60.2%.
[MISSING IMAGE: bc_earnings-4c.jpg]
       
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 2023 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 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,
       
Net Income (Loss) $ 607,000,000 $ 513,000,000 $ 425,000,000 $ 379,000,000  
Company Selected Measure Amount | $ / shares 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.
       
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 2023-2028 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 3.85%        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 26.20%        
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum 24.49%        
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum 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 4.23%        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 22.00%        
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum 19.98%        
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum 24.79%        
Adjustment To Compensation, Fair Value of Equity Awards, Valuation Assumptions Used For Performance Period 2022-2024 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.79% 4.41%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 22.10% 20.09%      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum 18.01% 19.18%      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum 23.96% 23.89%      
Adjustment To Compensation, Fair Value of Equity Awards, Valuation Assumptions Used For Performance Period 2021-2023 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate   4.73% 0.73%    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate   21.99% 33.20%    
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum   21.77% 29.71%    
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum   27.08% 41.14%    
Adjustment To Compensation, Fair Value of Equity Awards, Valuation Assumptions Used For Performance Period 2020-2022 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate     0.39% 0.13%  
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate     18.00% 32.20%  
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum     16.19% 28.98%  
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum     22.46% 40.10%  
Adjustment To Compensation, Fair Value of Equity Awards, Valuation Assumptions Used For Performance Period 2019-2021 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate       0.10% 1.58%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate       43.30% 16.50%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum       38.61% 15.06%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum       54.73% 30.22%
Adjustment To Compensation Fair Value Of Equity Awards Valuation Assumptions Used For Performance Period 2018 2020 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate         1.59%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate         14.30%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Minimum         12.67%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Range for Peer Group, Maximum         146.95%
Mr. Singh [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 2,702,682 $ 2,108,814      
PEO Actually Paid Compensation Amount 1,881,829 2,138,912      
Mr. Singh [Member] | Deduct: Grant Date Fair Value of Equity-Based Awards Granted in Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,086,882) (1,102,743)      
Mr. Singh [Member] | Deduct: Change in pension value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (110,328) (27,249)      
Mr. Singh [Member] | Add: Fair Value at Year-end of Unvested Awards Granted in Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 664,734 1,122,490      
Mr. Singh [Member] | Add: Change in fair value of awards granted in prior years that vested during the year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount      
Mr. Singh [Member] | Change in fair value of unvested awards granted in prior years that remain unvested and outstanding at year-end [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (340,559)      
Mr. Singh [Member] | Awards Granted In Prior Years That Are Forfeited During The Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount      
Mr. Singh [Member] | Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 37,600 52,182      
Mr. Mark [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 1,884,831 1,884,831 $ 2,499,003 $ 2,456,931  
PEO Actually Paid Compensation Amount 463,937 463,937 3,093,519 3,340,299  
Mr. Mark [Member] | Deduct: Grant Date Fair Value of Equity-Based Awards Granted in Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,029,738)   (1,031,102) (1,006,367)  
Mr. Mark [Member] | Deduct: Change in pension value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (239,347) (381,104)  
Mr. Mark [Member] | Add: Fair Value at Year-end of Unvested Awards Granted in Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 212,857   1,203,516 1,279,777  
Mr. Mark [Member] | Add: Change in fair value of awards granted in prior years that vested during the year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (57,715)   (181,509) 59,640  
Mr. Mark [Member] | Change in fair value of unvested awards granted in prior years that remain unvested and outstanding at year-end [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 144,567   745,068 840,073  
Mr. Mark [Member] | Awards Granted In Prior Years That Are Forfeited During The Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (820,333)    
Mr. Mark [Member] | Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 129,468   97,890 91,349  
Non-PEO NEO | Deduct: Grant Date Fair Value of Equity-Based Awards Granted in Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,960,715) (2,860,302) (2,321,316) (2,740,984)  
Non-PEO NEO | Deduct: Change in pension value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (506,480) (247,010) (627,999)  
Non-PEO NEO | Add: Fair Value at Year-end of Unvested Awards Granted in Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,081,150 3,042,250 2,709,405 3,366,358  
Non-PEO NEO | Add: Change in fair value of awards granted in prior years that vested during the year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (360,466) (121,727) (341,771) 93,617  
Non-PEO NEO | Change in fair value of unvested awards granted in prior years that remain unvested and outstanding at year-end [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,135,038) 710,534 1,617,773 1,525,928  
Non-PEO NEO | Awards Granted In Prior Years That Are Forfeited During The Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (339,173)  
Non-PEO NEO | Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 155,859 $ 212,035 $ 161,351 $ 115,024