8-KLeadership Changes

AMEREN CORP 8-K Report, Executive Changes (Oct 17, 2023)

Filed October 17, 2023For Securities:AEE

Summary

Ameren Corporation (AEE) filed an 8-K on October 17, 2023, detailing a significant executive compensation action. The Human Resources Committee of the Board of Directors approved a performance-based restricted stock unit (RSU) grant valued at $5.0 million to Senior Executive Vice President and Chief Financial Officer, Michael L. Moehn. This grant, effective November 1, 2023, and vesting on October 31, 2028, is primarily intended to ensure leadership continuity following the retirement of Executive Chairman Warner L. Baxter and to serve as a critical retention tool for Mr. Moehn. The RSU award is tied to Ameren's Total Shareholder Return (TSR) performance over a five-year period, relative to a peer group. The payout can range from 75% to 125% of the initial grant value based on relative TSR percentile performance, with a cap of 100% if Ameren's absolute TSR is negative. This structure aims to strongly align executive compensation with long-term shareholder value creation.

Key Highlights

  • 1Performance-based RSU grant of $5.0 million approved for CFO Michael L. Moehn.
  • 2Award effective November 1, 2023, with a five-year vesting period ending October 31, 2028.
  • 3Grant aims to ensure leadership continuity and retain key executive talent.
  • 4Compensation is directly linked to Ameren's Total Shareholder Return (TSR) relative to a peer group.
  • 5Payout potential ranges from 75% to 125% of the grant value based on TSR performance.
  • 6A cap of 100% payout applies if Ameren's absolute TSR is negative over the performance period.
  • 7The number of RSUs will be determined by the average share price in the 30 days prior to the effective date.

Frequently Asked Questions

The RSU grant is intended to ensure leadership continuity following the upcoming retirement of the Executive Chairman and to serve as a critical retention incentive for the CFO, Michael L. Moehn, given his skills and performance, in a competitive executive talent market.

The number of RSUs will be determined by dividing the $5.0 million grant value by the average Ameren common stock price over the 30 trading days immediately preceding November 1, 2023. The actual payout will then vary based on Ameren's performance.

The payout is based on Ameren's Total Shareholder Return (TSR) performance over the five-year period, measured relative to a defined peer group. Performance at the 50th percentile TSR results in a 100% payout, with lower or higher percentiles yielding 75% or 125% respectively.

Yes, the CFO must remain employed with Ameren through the vesting date (October 31, 2028), barring specific exceptions like death or disability. Additionally, if Ameren's absolute TSR is negative over the performance period, the maximum payout percentage is capped at 100%, regardless of relative TSR performance.