UNION ELECTRIC 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 Union Electric Company
Entity Central Index Key 0000100826
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 $100 investment
based on:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Year
(a) 		​ ​
Summary
Compensation
Table Total for
PEO(1)
($)
(b)
 ​ ​
Compensation
Actually Paid to
PEO(3)
($)
(c)
 ​ ​
Average
Summary
Compensation
Table Total for
Non-PEO NEOs(2)
($)
(d)
 ​ ​
Average
Compensation
Actually Paid to
Non-PEO 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:
Ameren Annual
Earnings Per
Share(7)
($)
(i)
 ​
2023 ​ ​ ​ ​ 2,892,627 ​ ​ ​ ​ ​ 1,269,859 ​ ​ ​ ​ ​ 6,033,703 ​ ​ ​ ​ ​ 2,478,194 ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 545 ​ ​ ​ ​ ​ 4.38 ​ ​
2022 ​ ​ ​ ​ 2,376,562 ​ ​ ​ ​ ​ 2,614,438 ​ ​ ​ ​ ​ 5,100,902 ​ ​ ​ ​ ​ 6,083,692 ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 562 ​ ​ ​ ​ ​ 4.14 ​ ​
2021 ​ ​ ​ ​ 4,305,713 ​ ​ ​ ​ ​ 5,977,831 ​ ​ ​ ​ ​ 4,578,798 ​ ​ ​ ​ ​ 6,226,159 ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 518 ​ ​ ​ ​ ​ 3.84 ​ ​
2020 ​ ​ ​ ​ 6,065,768 ​ ​ ​ ​ ​ 7,511,112 ​ ​ ​ ​ ​ 4,994,039 ​ ​ ​ ​ ​ 6,830,264 ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 436 ​ ​ ​ ​ ​ 3.50 ​ ​
​
(1)
Mr. Birk served as the PEO during 2022 and 2023. Mr. Lyons served as the PEO in 2020 and 2021.
​
(2)
The non-PEO NEOs for the applicable periods are: Mr. Lyons (2022-2023), Mr. Moehn (2020-2023), Mr. Baxter (2020-2022), Ms. Nwamu (2020-2023), and Mr. Diya (2020-2021; 2023).
​
(3)
To calculate CAP for the PEO, as reported in column (c), the following amounts were deducted from and added to the PEO’s total compensation, as reported in the SCT:
​
​ ​ ​
2023
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
SCT Total for PEO ​ ​ ​ ​ 2,892,627 ​ ​ ​ ​ ​ 2,376,562 ​ ​ ​ ​ ​ 4,305,713 ​ ​ ​ ​ ​ 6,065,768 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (1,225,254) ​ ​ ​ ​ ​ (1,071,661) ​ ​ ​ ​ ​ (2,427,141) ​ ​ ​ ​ ​ (3,847,898) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (364,834) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (231,240) ​ ​ ​ ​ ​ (774,416) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(8) ​ ​ ​ ​ 749,347 ​ ​ ​ ​ ​ 1,145,337 ​ ​ ​ ​ ​ 2,832,848 ​ ​ ​ ​ ​ 4,509,512 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) ​ ​ ​ ​ (68,468) ​ ​ ​ ​ ​ (29,241) ​ ​ ​ ​ ​ (432,021) ​ ​ ​ ​ ​ 89,325 ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) ​ ​ ​ ​ (765,369) ​ ​ ​ ​ ​ 128,605 ​ ​ ​ ​ ​ 1,750,637 ​ ​ ​ ​ ​ 1,325,990 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 51,810 ​ ​ ​ ​ ​ 64,836 ​ ​ ​ ​ ​ 179,035 ​ ​ ​ ​ ​ 142,831 ​ ​
Compensation Actually Paid to PEO(9) ​ ​ ​ ​ 1,269,859 ​ ​ ​ ​ ​ 2,614,438 ​ ​ ​ ​ ​ 5,977,831 ​ ​ ​ ​ ​ 7,511,112 ​ ​
(4)
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:
​
​ ​ ​
2023
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
Average SCT Total Compensation for Non-PEO NEOs ​ ​ ​ ​ 6,033,703 ​ ​ ​ ​ ​ 5,100,902 ​ ​ ​ ​ ​ 4,578,798 ​ ​ ​ ​ ​ 4,994,039 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (3,760,738) ​ ​ ​ ​ ​ (2,860,302) ​ ​ ​ ​ ​ (2,456,215) ​ ​ ​ ​ ​ (2,737,035) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (452,795) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (258,694) ​ ​ ​ ​ ​ (651,662) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(8) ​ ​ ​ ​ 2,638,749 ​ ​ ​ ​ ​ 3,042,250 ​ ​ ​ ​ ​ 2,866,886 ​ ​ ​ ​ ​ 3,389,961 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) ​ ​ ​ ​ (284,756) ​ ​ ​ ​ ​ (121,727) ​ ​ ​ ​ ​ (364,137) ​ ​ ​ ​ ​ 98,695 ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) ​ ​ ​ ​ (1,850,508) ​ ​ ​ ​ ​ 710,534 ​ ​ ​ ​ ​ 1,700,519 ​ ​ ​ ​ ​ 1,615,039 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 154,539 ​ ​ ​ ​ ​ 212,035 ​ ​ ​ ​ ​ 159,002 ​ ​ ​ ​ ​ 121,227 ​ ​
Average Compensation Actually Paid to Non-PEO NEOs(9) ​ ​ ​ ​ 2,478,194 ​ ​ ​ ​ ​ 6,083,692 ​ ​ ​ ​ ​ 6,226,159 ​ ​ ​ ​ ​ 6,830,264 ​ ​
​
(5)
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.
​
(6)
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.
​
(7)
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.
​
(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.
​
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%
​
​
(9)
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 Ameren AnnualEarnings PerShare        
Named Executive Officers, Footnote
(1)
Mr. Birk served as the PEO during 2022 and 2023. Mr. Lyons served as the PEO in 2020 and 2021.
​
(2)
The non-PEO NEOs for the applicable periods are: Mr. Lyons (2022-2023), Mr. Moehn (2020-2023), Mr. Baxter (2020-2022), Ms. Nwamu (2020-2023), and Mr. Diya (2020-2021; 2023).
       
Peer Group Issuers, Footnote
(5)
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 $ 2,892,627 $ 2,376,562 $ 4,305,713 $ 6,065,768  
PEO Actually Paid Compensation Amount $ 1,269,859 2,614,438 5,977,831 7,511,112  
Adjustment To PEO Compensation, Footnote
(3)
To calculate CAP for the PEO, as reported in column (c), the following amounts were deducted from and added to the PEO’s total compensation, as reported in the SCT:
​
​ ​ ​
2023
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
SCT Total for PEO ​ ​ ​ ​ 2,892,627 ​ ​ ​ ​ ​ 2,376,562 ​ ​ ​ ​ ​ 4,305,713 ​ ​ ​ ​ ​ 6,065,768 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (1,225,254) ​ ​ ​ ​ ​ (1,071,661) ​ ​ ​ ​ ​ (2,427,141) ​ ​ ​ ​ ​ (3,847,898) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (364,834) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (231,240) ​ ​ ​ ​ ​ (774,416) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(8) ​ ​ ​ ​ 749,347 ​ ​ ​ ​ ​ 1,145,337 ​ ​ ​ ​ ​ 2,832,848 ​ ​ ​ ​ ​ 4,509,512 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) ​ ​ ​ ​ (68,468) ​ ​ ​ ​ ​ (29,241) ​ ​ ​ ​ ​ (432,021) ​ ​ ​ ​ ​ 89,325 ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) ​ ​ ​ ​ (765,369) ​ ​ ​ ​ ​ 128,605 ​ ​ ​ ​ ​ 1,750,637 ​ ​ ​ ​ ​ 1,325,990 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 51,810 ​ ​ ​ ​ ​ 64,836 ​ ​ ​ ​ ​ 179,035 ​ ​ ​ ​ ​ 142,831 ​ ​
Compensation Actually Paid to PEO(9) ​ ​ ​ ​ 1,269,859 ​ ​ ​ ​ ​ 2,614,438 ​ ​ ​ ​ ​ 5,977,831 ​ ​ ​ ​ ​ 7,511,112 ​ ​
(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.
​
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%
​
​
(9)
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 $ 6,033,703 5,100,902 4,578,798 4,994,039  
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,478,194 6,083,692 6,226,159 6,830,264  
Adjustment to Non-PEO NEO Compensation Footnote
(4)
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:
​
​ ​ ​
2023
 ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
Average SCT Total Compensation for Non-PEO NEOs ​ ​ ​ ​ 6,033,703 ​ ​ ​ ​ ​ 5,100,902 ​ ​ ​ ​ ​ 4,578,798 ​ ​ ​ ​ ​ 4,994,039 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (3,760,738) ​ ​ ​ ​ ​ (2,860,302) ​ ​ ​ ​ ​ (2,456,215) ​ ​ ​ ​ ​ (2,737,035) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (452,795) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (258,694) ​ ​ ​ ​ ​ (651,662) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(8) ​ ​ ​ ​ 2,638,749 ​ ​ ​ ​ ​ 3,042,250 ​ ​ ​ ​ ​ 2,866,886 ​ ​ ​ ​ ​ 3,389,961 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) ​ ​ ​ ​ (284,756) ​ ​ ​ ​ ​ (121,727) ​ ​ ​ ​ ​ (364,137) ​ ​ ​ ​ ​ 98,695 ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) ​ ​ ​ ​ (1,850,508) ​ ​ ​ ​ ​ 710,534 ​ ​ ​ ​ ​ 1,700,519 ​ ​ ​ ​ ​ 1,615,039 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 154,539 ​ ​ ​ ​ ​ 212,035 ​ ​ ​ ​ ​ 159,002 ​ ​ ​ ​ ​ 121,227 ​ ​
Average Compensation Actually Paid to Non-PEO NEOs(9) ​ ​ ​ ​ 2,478,194 ​ ​ ​ ​ ​ 6,083,692 ​ ​ ​ ​ ​ 6,226,159 ​ ​ ​ ​ ​ 6,830,264 ​ ​
(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.
​
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%
​
​
(9)
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.
       
Equity Valuation Assumption Difference, Footnote
(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.
​
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%
​
       
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 20.4% and 8.8%, respectively, for the same period. The reduction in the PEO CAP in 2021 was largely driven by the one-time RSU retention award the PEO received in 2020. In 2022, while the Average NEO CAP decreased by 2.3% and the PEO CAP decreased by 56.3%, driven primarily by a new PEO in 2022, Ameren’s EPS increased by 7.8%. In 2023, while the Average NEO CAP decreased by 59.3% and the PEO CAP decreased by 51.4%, 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 25.0%.
[MISSING IMAGE: bc_unionelectric-pn.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 ​
       
Net Income (Loss) $ 545,000,000 $ 562,000,000 $ 518,000,000 $ 436,000,000  
Company Selected Measure Amount | $ / shares 4.38 4.14 3.84 3.5  
PEO Name Mr. Birk        
Measure:: 1          
Pay vs Performance Disclosure          
Name Ameren Annual EPS        
Non-GAAP Measure Description
(7)
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        
2023 – 2028          
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%        
Volatility Range for Peer Group Minimum 24.49        
Volatility Range for Peer Group Maximum 30.56        
2023 – 2025          
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%        
Volatility Range for Peer Group Minimum 19.98        
Volatility Range for Peer Group Maximum 24.79        
2022 – 2024          
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%      
Volatility Range for Peer Group Minimum 18.01 19.18      
Volatility Range for Peer Group Maximum 23.96 23.89      
2021 – 2023          
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%    
Volatility Range for Peer Group Minimum   21.77 29.71    
Volatility Range for Peer Group Maximum   27.08 41.14    
2020 – 2022          
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%  
Volatility Range for Peer Group Minimum     16.19 28.98  
Volatility Range for Peer Group Maximum     22.46 40.1  
2019 – 2021          
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%
Volatility Range for Peer Group Minimum       38.61 15.06
Volatility Range for Peer Group Maximum       54.73 30.22
2018 – 2020          
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%
Volatility Range for Peer Group Minimum         12.67
Volatility Range for Peer Group Maximum         146.95
PEO | Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,225,254) $ (1,071,661) $ (2,427,141) $ (3,847,898)  
PEO | Change in pension value (as included in column (g) of the SCT)          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (364,834) (231,240) (774,416)  
PEO | Fair Value at Year-end of Unvested Awards Granted in Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 749,347 1,145,337 2,832,848 4,509,512  
PEO | Change in fair value of awards granted in prior years that vested during the year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (68,468) (29,241) (432,021) 89,325  
PEO | Change in fair value of unvested awards granted in prior years that remain unvested and outstanding at year-end          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (765,369) 128,605 1,750,637 1,325,990  
PEO | Service cost for all defined benefit pension plans          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 51,810 64,836 179,035 142,831  
Non-PEO NEO | Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,760,738) (2,860,302) (2,456,215) (2,737,035)  
Non-PEO NEO | Change in pension value (as included in column (g) of the SCT)          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (452,795) (258,694) (651,662)  
Non-PEO NEO | Fair Value at Year-end of Unvested Awards Granted in Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,638,749 3,042,250 2,866,886 3,389,961  
Non-PEO NEO | Change in fair value of awards granted in prior years that vested during the year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (284,756) (121,727) (364,137) 98,695  
Non-PEO NEO | Change in fair value of unvested awards granted in prior years that remain unvested and outstanding at year-end          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,850,508) 710,534 1,700,519 1,615,039  
Non-PEO NEO | Service cost for all defined benefit pension plans          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 154,539 $ 212,035 $ 159,002 $ 121,227