AMEREN CORP, DEF 14A filed on 3/25/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Ameren Corporation
Entity Central Index Key 0001002910
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
​
Year
(a)
​ ​
Summary
Compensation
Table Total
for CEO(1)
($)
(b)
 ​ ​
Compensation
Actually
Paid to
CEO(2)
($)
(c)
 ​ ​
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(3)
($)
(d)
 ​ ​
Average
Compensation
Actually
Paid to
Non-CEO
NEOs(4)
($)
(e)
 ​ ​
Value of initial fixed $100
investment based on:
​ ​
Net Income(6)
(in millions)
$
(h)
 ​ ​
Company-
Selected
Measure:
Adjusted
(Non-GAAP)
Annual
Earnings
Per Share(7)
($)
(i)
 ​
​
Cumulative
Total
Shareholder
Return
($)
(f)
 ​ ​
Peer Group
Cumulative
Total
Shareholder
Return(5)
($)
(g)
 ​
2024 ​ ​ ​ ​ 9,731,030 ​ ​ ​ ​ ​ 18,155,768 ​ ​ ​ ​ ​ 3,300,080 ​ ​ ​ ​ ​ 6,040,907 ​ ​ ​ ​ ​ 134.0 ​ ​ ​ ​ ​ 137.8 ​ ​ ​ ​ ​ 1,182 ​ ​ ​ ​ ​ 4.63 ​ ​
2023 ​ ​ ​ ​ 9,009,431 ​ ​ ​ ​ ​ 2,812,991 ​ ​ ​ ​ ​ 4,549,443 ​ ​ ​ ​ ​ 2,354,962 ​ ​ ​ ​ ​ 105.1 ​ ​ ​ ​ ​ 111.6 ​ ​ ​ ​ ​ 1,152 ​ ​ ​ ​ ​ 4.38 ​ ​
2022 ​ ​ ​ ​ 7,357,331 ​ ​ ​ ​ ​ 8,431,586 ​ ​ ​ ​ ​ 3,855,710 ​ ​ ​ ​ ​ 4,629,404 ​ ​ ​ ​ ​ 125.2 ​ ​ ​ ​ ​ 120.1 ​ ​ ​ ​ ​ 1,074 ​ ​ ​ ​ ​ 4.14 ​ ​
2021 ​ ​ ​ ​ 9,807,836 ​ ​ ​ ​ ​ 13,567,261 ​ ​ ​ ​ ​ 3,278,949 ​ ​ ​ ​ ​ 4,395,710 ​ ​ ​ ​ ​ 122.1 ​ ​ ​ ​ ​ 118.3 ​ ​ ​ ​ ​ 990 ​ ​ ​ ​ ​ 3.84 ​ ​
2020 ​ ​ ​ ​ 10,058,353 ​ ​ ​ ​ ​ 15,068,893 ​ ​ ​ ​ ​ 4,119,985 ​ ​ ​ ​ ​ 5,163,486 ​ ​ ​ ​ ​ 104.3 ​ ​ ​ ​ ​ 100.5 ​ ​ ​ ​ ​ 871 ​ ​ ​ ​ ​ 3.50 ​ ​
​
(1)
Mr. Lyons served as the Company’s President and Chief Executive Officer during 2022 and 2023 and additionally served as Chairman effective as of November 2, 2023. Warner L. Baxter served as the Company’s Executive Chairman in 2022 through his retirement on November 2, 2023, and as Chairman, President and Chief Executive Officer in 2020 and 2021.
​
(2)
To calculate CAP for the CEO, as reported in column (c), the following amounts were deducted from and added to the CEO’s total compensation, as reported in the SCT:
​
​ ​ ​
2024
 ​
SCT Total for CEO ​ ​ ​ ​ 9,731,030 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (5,209,678) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (657,183) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(8) ​ ​ ​ ​ 9,560,291 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) ​ ​ ​ ​ (29,847) ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) ​ ​ ​ ​ 4,426,791 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 334,364 ​ ​
Compensation Actually Paid to CEO(9) ​ ​ ​ ​ 18,155,768 ​ ​
​
(3)
The Non-CEO NEOs for the applicable periods are: Mr. Lyons (2020-2021), Mr. Moehn (2020-2024), Mr. Baxter (2022), Ms. Nwamu (2022-2024), Mr. Birk (2022-2024), Mr. Richard J. Mark, the former Chairman and President of Ameren Illinois (2020-2021), Mr. Fadi M. Diya, Senior Vice President and Chief Nuclear Officer of Ameren Missouri (2020-2021), and Mr. Singh (2023-2024).
(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-CEO NEOs ​ ​ ​ ​ 3,300,080 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (1,413,100) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (279,669) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(8) ​ ​ ​ ​ 2,593,195 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) ​ ​ ​ ​ (11,582) ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) ​ ​ ​ ​ 1,741,153 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 110,830 ​ ​
Average Compensation Actually Paid to Non-CEO NEOs(9) ​ ​ ​ ​ 6,040,907 ​ ​
​
(5)
Represents the Cumulative TSR for the S&P 500 Utilities Index.
​
(6)
Value reported is net income attributable to Ameren common shareholders, as reported in the Company’s Annual Report on Form 10-K for the applicable period.
​
(7)
Except for 2024, values reported represent both 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 Adjusted (Non-GAAP) Annual Earnings Per Share        
Named Executive Officers, Footnote
(1)
Mr. Lyons served as the Company’s President and Chief Executive Officer during 2022 and 2023 and additionally served as Chairman effective as of November 2, 2023. Warner L. Baxter served as the Company’s Executive Chairman in 2022 through his retirement on November 2, 2023, and as Chairman, President and Chief Executive Officer in 2020 and 2021.
(3)
The Non-CEO NEOs for the applicable periods are: Mr. Lyons (2020-2021), Mr. Moehn (2020-2024), Mr. Baxter (2022), Ms. Nwamu (2022-2024), Mr. Birk (2022-2024), Mr. Richard J. Mark, the former Chairman and President of Ameren Illinois (2020-2021), Mr. Fadi M. Diya, Senior Vice President and Chief Nuclear Officer of Ameren Missouri (2020-2021), and Mr. Singh (2023-2024) 		       
Peer Group Issuers, Footnote
(5)
Represents the Cumulative TSR for the S&P 500 Utilities Index.
       
PEO Total Compensation Amount $ 9,731,030 $ 9,009,431 $ 7,357,331 $ 9,807,836 $ 10,058,353
PEO Actually Paid Compensation Amount $ 18,155,768 2,812,991 8,431,586 13,567,261 15,068,893
Adjustment To PEO Compensation, Footnote
(2)
To calculate CAP for the CEO, as reported in column (c), the following amounts were deducted from and added to the CEO’s total compensation, as reported in the SCT:
​
​ ​ ​
2024
 ​
SCT Total for CEO ​ ​ ​ ​ 9,731,030 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (5,209,678) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (657,183) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(8) ​ ​ ​ ​ 9,560,291 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) ​ ​ ​ ​ (29,847) ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) ​ ​ ​ ​ 4,426,791 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 334,364 ​ ​
Compensation Actually Paid to CEO(9) ​ ​ ​ ​ 18,155,768 ​ ​
       
Non-PEO NEO Average Total Compensation Amount $ 3,300,080 4,549,443 3,855,710 3,278,949 4,119,985
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,040,907 2,354,962 4,629,404 4,395,710 5,163,486
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-CEO NEOs ​ ​ ​ ​ 3,300,080 ​ ​
Deductions from SCT: ​ ​ ​ ​ ​ ​ ​
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT) ​ ​ ​ ​ (1,413,100) ​ ​
Change in Pension Value (as included in column (g) of the SCT) ​ ​ ​ ​ (279,669) ​ ​
Additions to SCT: ​ ​ ​ ​ ​ ​ ​
Fair Value at Year-end of Unvested Awards Granted in Year(8) ​ ​ ​ ​ 2,593,195 ​ ​
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8) ​ ​ ​ ​ (11,582) ​ ​
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8) ​ ​ ​ ​ 1,741,153 ​ ​
Service Cost for all Defined Benefit Pension Plans ​ ​ ​ ​ 110,830 ​ ​
Average Compensation Actually Paid to Non-CEO NEOs(9) ​ ​ ​ ​ 6,040,907 ​ ​
       
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 the Company uses to link pay to performance is the Company’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 Company’s LTIP. As shown in the chart below, the Company’s GAAP diluted EPS increased by 9.7% between 2020 and 2021, while the CEO and Average NEO CAP decreased by 10% and 14.9%, respectively, for the same period. In 2022, while the Average NEO CAP increased by 5.3% and the CEO CAP decreased by 37.9%, driven primarily by the appointment of a new CEO effective January 1, 2022, the Company’s GAAP diluted EPS increased by 7.8%. In 2023, while the CEO CAP and the Average NEO CAP decreased by 66.6% and 49.1% 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, the Company’s GAAP diluted EPS increased by 5.8%. In 2024, the CEO CAP and the Average NEO CAP increased by 545.4% and 156.5% respectively, and the Company’s adjusted (non-GAAP) diluted EPS increased by 5.7%.
During the five-year period (2020 – 2024), the Company’s Cumulative TSR was 34% and the Company’s net income increased by 35.7%. Over the same period, the S&P 500 Utilities Index provided a cumulative TSR of 37.8%. The value of an initial fixed $100 investment based on the Company’s cumulative TSR was 3.8, 3.8, and 5.1 percentage points above the S&P 500 Utilities Index TSR in 2020, 2021, and 2022, respectively, and 6.5 and 3.8 percentage points below, respectively for 2023 and 2024, driven primarily by the impact 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.
[MISSING IMAGE: bc_capvscsmeps-pn.jpg]
(1)
Except for 2024, EPS amounts in the chart represent both GAAP diluted EPS and adjusted (non-GAAP) diluted EPS. See Appendix A for a reconciliation of 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 the Company used to align compensation actually paid to the CEO and NEOs for 2024 to Company performance. While these performance measures are the most important measures, additional financial and other measures were also considered to align the CEO and NEOs’ pay and performance as further described in the “Compensation Discussion and Analysis” section above.
​ Annual EPS ​
​ Three-Year TSR Ranking vs. the TSR Peer Group ​
​ Clean Energy Transition metric ​
These measures generally reflect those used internally to measure Company performance and externally to report to investors, and taken together they provide a holistic measure of Company growth, shareholder value and overall financial performance, as well as progress toward transitioning to clean energy through the addition of renewable generation, energy storage and the retirement of coal-fired energy centers.
       
Total Shareholder Return Amount $ 134 105.1 125.2 122.1 104.3
Peer Group Total Shareholder Return Amount 137.8 111.6 120.1 118.3 100.5
Net Income (Loss) $ 1,182,000,000 $ 1,152,000,000 $ 1,074,000,000 $ 990,000,000 $ 871,000,000
Company Selected Measure Amount | $ / shares 4.63 4.38 4.14 3.84 3.5
PEO Name Mr. Lyons        
Measure:: 1          
Pay vs Performance Disclosure          
Name Annual EPS        
Non-GAAP Measure Description
(7)
Except for 2024, values reported represent both 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 Three-Year TSR Ranking vs. the TSR Peer Group        
Measure:: 3          
Pay vs Performance Disclosure          
Name Clean Energy Transition metric        
Adjustment To Compensation Fair Value Of Equity Awards Valuation Assumptions Used For Performance Period 2024-2026 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.25%        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 19.77%        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Range For Peer Group, Minimum 17.27%        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Range For Peet, Maximum 23.80%        
Adjustment To Compensation Fair Value Of Equity Awards Valuation Assumptions Used For Performance Period2023-2028 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.32% 3.85%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 19.82% 26.20%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Range For Peer Group, Minimum 18.15% 24.49%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Range For Peet, Maximum 22.91% 30.56%      
Adjustment To Compensation Fair Value Of Equity Awards Valuation Assumptions Used For Performance Period 2023 2025 [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.16% 4.23%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 17.05% 22.00%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Range For Peer Group, Minimum 15.08% 19.98%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Range For Peet, 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 $ (5,209,678)        
PEO | Aggregate Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (657,183)        
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 9,560,291        
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 (29,847)        
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 4,426,791        
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 334,364        
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 (1,413,100)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (279,669)        
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 2,593,195        
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 (11,582)        
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 1,741,153        
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 $ 110,830        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Ameren’s Board and the Committee establish meeting schedules annually, well in advance of each meeting, to ensure a thorough and thoughtful decision process. Incentive compensation awards are typically made at regularly scheduled meetings.
The following is a discussion of the timing of certain compensation decisions:
•
the NEOs’ base salaries for 2024 were reviewed and a 2024 base salary increase for each of the NEOs was approved at the December 2023 Committee meeting, as discussed under “— Base Salary” above;
​
•
2024 STIP target opportunities (as a percentage of base salary) were established for the NEOs at the December 2023 Committee meeting;
​
•
2024 STIP performance goals were set at the February 2024 Committee meeting;
​
•
2024 PSU and RSU grants to the NEOs under the 2024 LTIP were approved at the February 2024 Committee meeting; and
​
•
The final determinations of the 2024 STIP and 2022 PSU payouts were made at the February 2025 Committee meeting.
​
Decisions relating to material elements of compensation are fully deliberated by the Committee, including, when appropriate, over the course of several Committee meetings. This allows for any follow-up to questions from Committee members in advance of a final decision.
We do not time the grant of awards with the release of material non-public information. We neither backdate equity awards nor do we spring-load equity awards (i.e., make equity awards shortly before announcing market-moving information with better-than-expected results or the disclosure of a significant transaction).
Award Timing Method We do not time the grant of awards with the release of material non-public information.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not time the grant of awards with the release of material non-public information.
MNPI Disclosure Timed for Compensation Value false
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