UNION ELECTRIC 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 Union Electric Company
Entity Central Index Key 0000100826
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 $100 investment
based on:
Year
(a)
Summary
Compensation
Table Total for
PEO(1)
($)
(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
Adjusted
(Non-GAAP)
Annual
Earnings Per
Share(7)
($)
(i)
2024 2,973,817 4,808,411 4,933,199 9,345,357 N/A N/A 559 4.63
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, 2023 and 2024. Mr. Lyons served as the PEO in 2020 and 2021.
(2)
The non-PEO NEOs for the applicable periods are: Mr. Lyons (2022-2024), Mr. Moehn (2020-2024), Mr. Warner L. Baxter (2020-2022), Ms. Nwamu (2020-2024), and Mr. Diya (2020-2021; 2023-2024).
(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:
2024
SCT Total for PEO 2,973,817
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) (1,174,177)
Change in Pension Value (as included in column (g) of the SCT) (282,813)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(8) 2,154,780
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) (6,465)
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) 1,085,683
Service Cost for all Defined Benefit Pension Plans 57,586
Compensation Actually Paid to PEO(9) 4,808,411
(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:
2024
Average SCT Total Compensation for Non-PEO NEOs 4,933,199
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) (2,395,523)
Change in Pension Value (as included in column (g) of the SCT) (387,539)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(8) 4,396,024
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) (20,536)
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) 2,632,965
Service Cost for all Defined Benefit Pension Plans 186,767
Average Compensation Actually Paid to Non-PEO NEOs(9) 9,345,357
(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 adjusted (non-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.
(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
2024 – 2026
12/31/2024
4.25%
19.77%
17.27% – 23.8%
2023 – 2028
12/31/2023
3.85%
26.20%
24.49% – 30.56%
12/31/2024
4.32%
19.82%
18.15% – 22.91%
2023 – 2025
12/31/2023
4.23%
22.0%
19.98% – 24.79%
12/31/2024
4.16%
17.05%
15.08% – 23.65%
(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 Adjusted (Non-GAAP) Annual Earnings Per Share        
Named Executive Officers, Footnote
(1)
Mr. Birk served as the PEO during 2022, 2023 and 2024. Mr. Lyons served as the PEO in 2020 and 2021.
(2)
The non-PEO NEOs for the applicable periods are: Mr. Lyons (2022-2024), Mr. Moehn (2020-2024), Mr. Warner L. Baxter (2020-2022), Ms. Nwamu (2020-2024), and Mr. Diya (2020-2021; 2023-2024).
       
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 $ 2,973,817 $ 2,892,627 $ 2,376,562 $ 4,305,713 $ 6,065,768
PEO Actually Paid Compensation Amount $ 4,808,411 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:
2024
SCT Total for PEO 2,973,817
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) (1,174,177)
Change in Pension Value (as included in column (g) of the SCT) (282,813)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(8) 2,154,780
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) (6,465)
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) 1,085,683
Service Cost for all Defined Benefit Pension Plans 57,586
Compensation Actually Paid to PEO(9) 4,808,411
(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
2024 – 2026
12/31/2024
4.25%
19.77%
17.27% – 23.8%
2023 – 2028
12/31/2023
3.85%
26.20%
24.49% – 30.56%
12/31/2024
4.32%
19.82%
18.15% – 22.91%
2023 – 2025
12/31/2023
4.23%
22.0%
19.98% – 24.79%
12/31/2024
4.16%
17.05%
15.08% – 23.65%
(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 $ 4,933,199 6,033,703 5,100,902 4,578,798 4,994,039
Non-PEO NEO Average Compensation Actually Paid Amount $ 9,345,357 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:
2024
Average SCT Total Compensation for Non-PEO NEOs 4,933,199
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) (2,395,523)
Change in Pension Value (as included in column (g) of the SCT) (387,539)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(8) 4,396,024
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) (20,536)
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) 2,632,965
Service Cost for all Defined Benefit Pension Plans 186,767
Average Compensation Actually Paid to Non-PEO NEOs(9) 9,345,357
(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
2024 – 2026
12/31/2024
4.25%
19.77%
17.27% – 23.8%
2023 – 2028
12/31/2023
3.85%
26.20%
24.49% – 30.56%
12/31/2024
4.32%
19.82%
18.15% – 22.91%
2023 – 2025
12/31/2023
4.23%
22.0%
19.98% – 24.79%
12/31/2024
4.16%
17.05%
15.08% – 23.65%
(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
2024 – 2026
12/31/2024
4.25%
19.77%
17.27% – 23.8%
2023 – 2028
12/31/2023
3.85%
26.20%
24.49% – 30.56%
12/31/2024
4.32%
19.82%
18.15% – 22.91%
2023 – 2025
12/31/2023
4.23%
22.0%
19.98% – 24.79%
12/31/2024
4.16%
17.05%
15.08% – 23.65%
       
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 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 GAAP diluted 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 GAAP diluted EPS increased by 5.8%. In 2024, the CEO CAP and the Average NEO CAP increased by 278.7% and 277.1% 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 28.2%.
[MISSING IMAGE: bc_unionelectric-pn.jpg]
(1)
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
       
Net Income (Loss) $ 559,000,000 $ 545,000,000 $ 562,000,000 $ 518,000,000 $ 436,000,000
Company Selected Measure Amount | $ / shares 4.63 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 adjusted (non-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        
2024 – 2026          
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%        
Volatility Range for Peer Group Minimum 17.27        
Volatility Range for Peer Group Maximum 23.8        
2023 – 2028          
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%      
Volatility Range for Peer Group Minimum 18.15 24.49      
Volatility Range for Peer Group Maximum 22.91 30.56      
2023 – 2025          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.16% 4.23%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 17.05% 22.00%      
Volatility Range for Peer Group Minimum 15.08 19.98      
Volatility Range for Peer Group Maximum 23.65 24.79      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,174,177)        
PEO | 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 (282,813)        
PEO | 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 2,154,780        
PEO | 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 (6,465)        
PEO | 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 1,085,683        
PEO | Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 57,586        
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 (2,395,523)        
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 (387,539)        
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 4,396,024        
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 (20,536)        
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 2,632,965        
Non-PEO NEO | Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 186,767        
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