8-KLeadership ChangesExhibits & Filings

AMEREN CORP 8-K Report, Executive Changes (Feb 19, 2009)

Filed February 19, 2009For Securities:AEE

Summary

Ameren Corporation (AEE) announced the establishment of its 2009 Executive Incentive Plan (EIP) on February 12-13, 2009. This plan outlines the framework for cash awards to Named Executive Officers for the fiscal year 2009, with a primary focus on earnings per share (EPS) performance and, for specific officers, business segment contributions to EPS. The plan establishes target award percentages of base salary for key executives, with Mr. Rainwater having the highest target at 90%, while Messrs. Baxter, Voss, Sullivan, and Cisel each have a 60% target. The incentive compensation is heavily weighted towards EPS achievement, with corporate responsibility officers' awards being 100% tied to Ameren's overall EPS. Executives with business segment responsibilities will have their awards split 50% between Ameren EPS and their respective segment's contribution to EPS. The plan includes defined threshold, target, and maximum EPS achievement levels, and payouts are contingent upon meeting at least the threshold. Notably, the company has implemented a policy to potentially reduce award payouts by up to 50% and has capped incentive opportunities at 0.5% of Ameren's 2009 net income to ensure tax deductibility under performance-based pay rules, reflecting a cautious approach in the prevailing business environment.

Key Highlights

  • 1Establishment of the 2009 Ameren Executive Incentive Plan (EIP) to reward Named Executive Officers for 2009 performance.
  • 2Executive compensation tied to Earnings Per Share (EPS) and business segment contributions to EPS.
  • 3Target incentive compensation as a percentage of base salary established for key executives: Rainwater (90%), Baxter (60%), Voss (60%), Sullivan (60%), Cisel (60%).
  • 4Corporate officers' incentives are 100% based on Ameren EPS; segment officers' incentives are 50% Ameren EPS and 50% segment contribution to EPS.
  • 5Minimum EPS threshold required for any award payout; no award if below threshold.
  • 6Potential for award reductions up to 50% at the Committee's discretion, with no upward adjustment considered for certain officers due to the business environment.
  • 7Short-term incentive awards capped at 0.5% of Ameren's 2009 net income to ensure tax deductibility as performance-based compensation.

Frequently Asked Questions

The primary purpose of the 2009 EIP is to provide cash awards to Ameren's Named Executive Officers based on their performance in 2009, specifically linked to the company's Earnings Per Share (EPS) and, for some, their business segment's contribution to overall EPS.

Compensation is determined by achieving specific EPS targets. Officers with corporate responsibilities have their incentive tied 100% to Ameren's overall EPS, while those with segment responsibilities have a 50/50 split between Ameren EPS and their segment's contribution. There are threshold, target, and maximum achievement levels set for EPS.

Yes, the plan allows for award payouts to be adjusted downwards by up to 50% at the Committee's discretion. Furthermore, due to the business environment, upward adjustments are not anticipated. Payouts are also capped at 0.5% of Ameren's 2009 net income to ensure tax deductibility.

If Ameren's EPS or a business segment's contribution to EPS falls below the established threshold achievement level, no award payout will be made based on achieving that related EPS threshold.