UNION ELECTRIC CO, DEF 14C filed on 3/28/2023
Information Statement - All Other (definitive)
v3.23.1
Cover
 12 Months Ended
Dec. 31, 2022
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
v3.23.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]
Pay vs. Performance
To comply with Item 402(v) of Regulation S-K, we are providing the following information.
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)
 ​
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 ​ ​ ​ ​ ​ 6,266,159 ​ ​ ​ ​ ​ 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. Mr. Lyons served as the PEO in 2020 and 2021.
​
(2)
The NEOs for the applicable periods are: Mr. Lyons (2022), Mr. Moehn (2020-2022), Mr. Baxter (2020-2022), Ms. Nwamu (2020-2022), and Mr. Fadi M. Diya (2020-2021).
​
(3)
To calculate the 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:
​
​ ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
SCT Total Compensation for PEO ​ ​ ​ ​ 2,376,562 ​ ​ ​ ​ ​ 4,305,713 ​ ​ ​ ​ ​ 6,065,768 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant date fair value of equity-based awards granted during year (as reported in column (e) of the SCT) ​ ​ ​ ​ (1,071,661) ​ ​ ​ ​ ​ (2,427,141) ​ ​ ​ ​ ​ (3,847,898) ​ ​
Change in pension value (as included in column (g) of the SCT) ​ ​ ​ ​ — ​ ​ ​ ​ ​ (231,240) ​ ​ ​ ​ ​ (774,416) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair value of unvested awards granted during the year(8) ​ ​ ​ ​ 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) ​ ​ ​ ​ (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) 		​ ​ ​ ​ 128,605 ​ ​ ​ ​ ​ 1,750,637 ​ ​ ​ ​ ​ 1,325,990 ​ ​
Service cost for all defined benefit pension plans ​ ​ ​ ​ 64,836 ​ ​ ​ ​ ​ 179,035 ​ ​ ​ ​ ​ 142,831 ​ ​
Awards granted in prior years that are forfeited during the year, if applicable ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
CAP to PEO (9) ​ ​ ​ ​ 2,614,438 ​ ​ ​ ​ ​ 5,977,831 ​ ​ ​ ​ ​ 7,511,112 ​ ​
(4)
To calculate 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:
​
​ ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
Average SCT Total Compensation for Non-PEO NEOs ​ ​ ​ ​ 5,100,902 ​ ​ ​ ​ ​ 4,578,798 ​ ​ ​ ​ ​ 4,994,039 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant date fair value of equity-based awards granted during year (as reported in column (e) of the SCT) ​ ​ ​ ​ (2,860,302) ​ ​ ​ ​ ​ (2,456,215) ​ ​ ​ ​ ​ (2,737,035) ​ ​
Change in pension value (as included in column (g) of the SCT) ​ ​ ​ ​ — ​ ​ ​ ​ ​ (258,694) ​ ​ ​ ​ ​ (651,662) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair value of unvested awards granted during the year(8) ​ ​ ​ ​ 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) ​ ​ ​ ​ (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) 		​ ​ ​ ​ 710,534 ​ ​ ​ ​ ​ 1,700,519 ​ ​ ​ ​ ​ 1,615,039 ​ ​
Service cost for all defined benefit pension plans ​ ​ ​ ​ 212,035 ​ ​ ​ ​ ​ 159,002 ​ ​ ​ ​ ​ 121,227 ​ ​
Awards granted in prior years that are forfeited during the year, if applicable ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Average CAP to Non-CEO NEOs (9) ​ ​ ​ ​ 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 table below 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
​ ​
2022 – 2024
 ​ ​
2021 – 2023
​ ​
2020 – 2022
​ ​
2019 – 2021
​ ​
2018 – 2020
 ​
Valuation Date ​ ​
12/31/2022
​ ​
12/31/2021
​ ​
12/31/2022
​ ​
12/31/2020
​ ​
12/31/2021
​ ​
12/31/2019
​ ​
12/31/2020
​ ​
12/31/2019
​
Risk-free rate ​ ​
4.41%
​ ​
0.73%
​ ​
4.73%
​ ​
0.13%
​ ​
0.39%
​ ​
1.58%
​ ​
0.10%
​ ​
1.59%
​
Ameren’s common stock volatility ​ ​
20.09%
​ ​
33.2%
​ ​
21.99%
​ ​
32.2%
​ ​
18.0%
​ ​
16.5%
​ ​
43.3%
​ ​
14.3%
​
Volatility Range for Peer Group ​ ​
19.18% – 
23.89%
​ ​
29.71% – 
41.14%
​ ​
21.77% – 
27.08%
​ ​
28.98% – 
40.10%
​ ​
16.19% – 
22.46%
​ ​
15.06% – 
30.22%
​ ​
38.61% – 
54.73%
​ ​
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 Annual Earnings Per Share      
Named Executive Officers, Footnote [Text Block]
(1)
Mr. Birk served as the PEO during 2022. Mr. Lyons served as the PEO in 2020 and 2021.
​
(2)
The NEOs for the applicable periods are: Mr. Lyons (2022), Mr. Moehn (2020-2022), Mr. Baxter (2020-2022), Ms. Nwamu (2020-2022), and Mr. Fadi M. Diya (2020-2021).
     
PEO Total Compensation Amount $ 2,376,562 $ 4,305,713 $ 6,065,768  
PEO Actually Paid Compensation Amount $ 2,614,438 5,977,831 7,511,112  
Adjustment To PEO Compensation, Footnote [Text Block]
(3)
To calculate the 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:
​
​ ​ ​
2022
 ​ ​
2021
 ​ ​
2020
 ​
SCT Total Compensation for PEO ​ ​ ​ ​ 2,376,562 ​ ​ ​ ​ ​ 4,305,713 ​ ​ ​ ​ ​ 6,065,768 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Grant date fair value of equity-based awards granted during year (as reported in column (e) of the SCT) ​ ​ ​ ​ (1,071,661) ​ ​ ​ ​ ​ (2,427,141) ​ ​ ​ ​ ​ (3,847,898) ​ ​
Change in pension value (as included in column (g) of the SCT) ​ ​ ​ ​ — ​ ​ ​ ​ ​ (231,240) ​ ​ ​ ​ ​ (774,416) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fair value of unvested awards granted during the year(8) ​ ​ ​ ​ 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) ​ ​ ​ ​ (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) 		​ ​ ​ ​ 128,605 ​ ​ ​ ​ ​ 1,750,637 ​ ​ ​ ​ ​ 1,325,990 ​ ​
Service cost for all defined benefit pension plans ​ ​ ​ ​ 64,836 ​ ​ ​ ​ ​ 179,035 ​ ​ ​ ​ ​ 142,831 ​ ​
Awards granted in prior years that are forfeited during the year, if applicable ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
CAP to PEO (9) ​ ​ ​ ​ 2,614,438 ​ ​ ​ ​ ​ 5,977,831 ​ ​ ​ ​ ​ 7,511,112 ​ ​
     
Non-PEO NEO Average Total Compensation Amount $ 5,100,902 4,578,798 4,994,039  
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,083,692 $ 6,266,159 6,830,264  
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(4)
To calculate 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:
​
​​​
2022
​​
2021
​​
2020
​ Average SCT Total Compensation for Non-PEO NEOs ​​​​5,100,902 ​​​​​4,578,798​​​​​4,994,039​​ Deductions from SCT: ​​​​​​​​​​​​​​​​​​​ Grant date fair value of equity-based awards granted during year (as reported in column (e) of the SCT) ​​​​(2,860,302)​​​​​(2,456,215)​​​​​(2,737,035)​​ Change in pension value (as included in column (g) of the SCT) ​​​​—​​​​​(258,694)​​​​​(651,662)​​ Additions to SCT: ​​​​​​​​​​​​​​​​​​​ Fair value of unvested awards granted during the year(8) ​​​​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) ​​​​(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) ​​​​710,534 ​​​​​1,700,519 ​​​​​1,615,039 ​​ Service cost for all defined benefit pension plans ​​​​212,035​​​​​159,002​​​​​121,227​​ Awards granted in prior years that are forfeited during the year, if applicable ​​​​—​​​​​—​​​​​— 		     
Equity Valuation Assumption Difference, Footnote [Text Block]  
(8)
The table below 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
​ ​
2022 – 2024
 ​ ​
2021 – 2023
​ ​
2020 – 2022
​ ​
2019 – 2021
​ ​
2018 – 2020
 ​
Valuation Date ​ ​
12/31/2022
​ ​
12/31/2021
​ ​
12/31/2022
​ ​
12/31/2020
​ ​
12/31/2021
​ ​
12/31/2019
​ ​
12/31/2020
​ ​
12/31/2019
​
Risk-free rate ​ ​
4.41%
​ ​
0.73%
​ ​
4.73%
​ ​
0.13%
​ ​
0.39%
​ ​
1.58%
​ ​
0.10%
​ ​
1.59%
​
Ameren’s common stock volatility ​ ​
20.09%
​ ​
33.2%
​ ​
21.99%
​ ​
32.2%
​ ​
18.0%
​ ​
16.5%
​ ​
43.3%
​ ​
14.3%
​
Volatility Range for Peer Group ​ ​
19.18% – 
23.89%
​ ​
29.71% – 
41.14%
​ ​
21.77% – 
27.08%
​ ​
28.98% – 
40.10%
​ ​
16.19% – 
22.46%
​ ​
15.06% – 
30.22%
​ ​
38.61% – 
54.73%
​ ​
12.67% – 
146.95%
​
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
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 correlates to 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%. During this same period (2020-2022), the Company’s net income increased by 28.9%.
[MISSING IMAGE: bc_unionelectric-pn.jpg]
     
Tabular List [Table Text Block]
The following table represents the unranked list of the most important financial measures used to align compensation actually paid to the PEO and NEOs for 2022 to the performance of Ameren and its subsidiaries, including the Company. While these financial measures are considered 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) $ 562,000,000 $ 518,000,000 $ 436,000,000  
Company Selected Measure Amount 4.14 3.84 3.5  
PEO Name Mr. Birk      
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name Ameren Annual EPS      
Non-GAAP Measure Description [Text Block]  
(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 [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Ameren Three-Year TSR Ranking vs. the TSR Peer Group      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Clean Energy Transition metric      
Grant date fair value of equity-based awards granted during year (as reported in column (e) of the SCT)        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (1,071,661) $ (2,427,141) $ (3,847,898)  
Change in pension value (as included in column (g) of the SCT)        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   (231,240) (774,416)  
Fair value of unvested awards granted during the year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 1,145,337 2,832,848 4,509,512  
Change in fair value of awards granted in prior years that vested during the year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (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        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 128,605 1,750,637 1,325,990  
Service cost for all defined benefit pension plans        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 64,836 $ 179,035 $ 142,831  
2022 – 2024        
Pay vs Performance Disclosure [Table]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.41% 0.73%    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 20.09% 33.20%    
Volatility Range for Peer Group Minimum 19.18 29.71    
Volatility Range for Peer Group Maximum 23.89 41.14    
2021 – 2023        
Pay vs Performance Disclosure [Table]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate   4.73% 0.13%  
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 21.99%   32.20%  
Volatility Range for Peer Group Minimum 21.77   28.98  
Volatility Range for Peer Group Maximum 27.08   40.1  
2020 – 2022        
Pay vs Performance Disclosure [Table]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate   0.39%   1.58%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate   18.00%   16.50%
Volatility Range for Peer Group Minimum   16.19   15.06
Volatility Range for Peer Group Maximum   22.46   30.22
2019 – 2021        
Pay vs Performance Disclosure [Table]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate     0.10%  
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate     43.30%  
Volatility Range for Peer Group Minimum     38.61  
Volatility Range for Peer Group Maximum     54.73  
2018 – 2020        
Pay vs Performance Disclosure [Table]        
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
Non-PEO NEO [Member] | Grant date fair value of equity-based awards granted during year (as reported in column (e) of the SCT)        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (2,860,302) $ (2,456,215) $ (2,737,035)  
Non-PEO NEO [Member] | Change in pension value (as included in column (g) of the SCT)        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   (258,694) (651,662)  
Non-PEO NEO [Member] | Fair value of unvested awards granted during the year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 3,042,250 2,866,886 3,389,961  
Non-PEO NEO [Member] | Change in fair value of awards granted in prior years that vested during the year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (121,727) (364,137) 98,695  
Non-PEO NEO [Member] | Change in fair value of unvested awards granted in prior years that remain unvested and outstanding at year-end        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 710,534 1,700,519 1,615,039  
Non-PEO NEO [Member] | Service cost for all defined benefit pension plans        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 212,035 $ 159,002 $ 121,227