UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.      )
Filed by the Registrant   ☒
Filed by a party other than the Registrant   ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12
Ameren Corporation
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-a6(i)(1) and 0-11

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Dear Fellow Shareholders:
You are cordially invited to attend Ameren Corporation’s 2022 Annual Meeting of Shareholders, which will be held on Thursday, May 12, 2022, at 10 a.m. CDT. In light of our robust COVID-19 safety protocols to protect the safety of our customers, employees, communities and shareholders, our annual meeting will be held in a virtual meeting format only. You will be able to attend, vote and submit questions for the virtual annual meeting by visiting www.virtualshareholdermeeting.com/AEE2022.
Despite the unprecedented challenges of COVID-19, we continue to be inspired by the resiliency of our Ameren team as they respond and adapt to the ever-changing environment. During the past two years, we have successfully modified our operations to incorporate robust health and safety procedures to keep our co-workers, customers and communities safe and leveraged technology to facilitate new ways of working for significant portions of our workforce.  What has not changed at Ameren is that we remain passionate about achieving our mission, To Power the Quality of Life, and our vision, Leading the Way to a Sustainable Energy Future. Through transformative environmental goals, meaningful social impacts, strong corporate governance, and sustainable growth, which represent the four pillars of our strong sustainability value proposition, we are executing a strategy that we believe will deliver superior long-term, sustainable value to our customers, communities and shareholders.
At the annual meeting, we look forward to sharing with you more about our recent accomplishments and future plans around our strong sustainability value proposition, including:
Transformative Environmental Goals. In 2020, we established a target of achieving net-zero carbon emissions by 2050 across all operations. To meet our goals, we’ve made significant investments in renewable energy sources. In 2021, we saw the first year of operation for our two large-scale wind facilities in northern Missouri, which added 700 megawatts of generation through an approximately $1 billion investment. In addition, we are making significant electric and natural gas investments in other innovative technologies that are transforming the grid, making it cleaner, safer, and more reliable, resilient and secure.
Social Impact: Promoting Diversity, Equity and Inclusion in our Business and Communities. We are committed to diversity, equity and inclusion (DE&I) at our company and in our communities. In 2021, we took further actions to support our commitment, including once again hosting a DE&I Leadership Summit for our co-workers and community leaders, featuring local and national speakers, as well as community workshops in Missouri and Illinois. We also spent approximately $900 million with minority-, women- and veteran-owned businesses through our robust supplier diversity program in 2021. And we were again named by DiversityInc as the nation’s Top Utility for DE&I in 2021, as well as being named a Best Place to Work for Disability Inclusion by the Disability Equality Index.
The pandemic has had a long-lasting impact on the communities we serve, with many families finding themselves in unforeseen financial and personal situations. At Ameren, we’ve been working since the onset of the pandemic to provide multiple avenues of support, including the use of flexible payment plans and connecting customers to millions of dollars in energy assistance from state and federal sources, as well as expanded company-funded programs such as Clean Slate in Missouri and Fresh Start in Illinois.
Strong Corporate Governance. We have an experienced and engaged board of directors and leadership team that are committed to strong corporate governance practices, as detailed in this proxy statement. Our governance structure includes robust oversight of our strategy, risk management practices, capital allocation, and operations in alignment with our sustainability value proposition. This includes executive compensation metrics tied to sustainable long-term earnings and dividend growth, operating performance, safety, DE&I, and progress toward our clean energy transition goals.
Delivering Sustainable Growth. We delivered strong earnings per share growth in 2021, driven by robust investments in energy infrastructure, as well as strong total shareholder returns. We expect to make significant investments over the next five years to enhance the reliability and resiliency of our energy grid, transition to a cleaner and more diverse generation portfolio, and implement new digital technologies and cybersecurity tools. We are also committed to continuing to work with stakeholders to establish constructive energy policies to support these critical investments. We believe these factors, when combined with our disciplined cost management and focus on continuous improvement, position Ameren to continue to deliver strong, sustainable value for you, our shareholders.
More information on how we are effectively integrating environmental, social, governance and sustainability matters into our corporate strategy is available in our latest ESG investor presentation and in our other sustainability reporting at www.amereninvestors.com.
On January 1, 2022, the leadership transition we announced last fall took effect. We have embarked on this forward-looking leadership structure with a shared commitment to continue the strong execution of our strategy to fulfill our vision and mission. We will also continue to keep our customers at the center of everything we do to provide them with safe, reliable, affordable and cleaner energy.
Details for attending our virtual annual meeting are included in this proxy statement. Also enclosed are details for how and when to vote and other important information. Your vote is very important, so please cast it promptly, even if you plan to participate in the annual meeting.
Sincerely,
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Warner Baxter
Executive Chairman
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Marty Lyons
President and CEO
March 29, 2022
2022 Proxy Statement
3

Notice of Annual Meeting of Shareholders
of Ameren Corporation
Time and Date
Place
10 a.m. CDT
on Thursday,
May 12, 2022
Ameren Corporation’s 2022 Annual Meeting of Shareholders (“Annual Meeting”) will be held in a virtual meeting format only. You can participate in the Annual Meeting live via the Internet by visiting: www.virtualshareholdermeeting.com/AEE2022.
Voting Items
Proposals
Board Vote Recommendation
For Further Details
1.
Election of 14 Directors
“FOR” each director nominee
Page 17
2.
Advisory Approval of Executive Compensation
“FOR”
Page 47
3.
Approval of the Ameren Corporation 2022 Omnibus Incentive Compensation Plan
“FOR”
Page 82
4.
Ratification of PricewaterhouseCoopers LLP (“PwC”) as Independent Registered Public Accounting Firm for 2022
“FOR”
Page 87
Shareholders will also act on other business properly presented to the meeting. The Board of Directors of the Company presently knows of no other business to come before the meeting.
Who Can Vote
If you owned shares of the Company’s Common Stock at the close of business on March 14, 2022, you are entitled to vote at the Annual Meeting and at any adjournment thereof. To attend, vote and ask questions during the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on any additional voting instructions that accompanied your proxy materials. Online check-in will begin at 9:45 a.m. CDT. Please allow ample time for the online check-in process. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider.
Each share of Common Stock is entitled to one vote for each director nominee and one vote for each of the other proposals. In general, shareholders may vote prior to the Annual Meeting by telephone, the Internet or mail, or during the Annual Meeting by participating in the virtual meeting. See “ADDITIONAL INFORMATION — Questions and Answers About the Annual Meeting and Voting” for more details regarding how you may vote if you are a registered holder or a beneficial owner of shares held in “street name.”
Date of Mailing
On or about March 29, 2022, we began mailing to certain shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice. On or about March 29, 2022, we began mailing the accompanying proxy card to certain shareholders.
By order of the Board of Directors,
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Chonda J. Nwamu
Senior Vice President, General Counsel and Secretary
St. Louis, Missouri
March 29, 2022
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 12, 2022:
This proxy statement and our 2021 Form 10-K, including consolidated financial statements, are available to you at www.amereninvestors.com/financial-info/proxy-materials.
4
Ameren Corporation

Table of Contents
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
AMEREN CORPORATION
6
Our Sustainability Value Proposition for Customers, Shareholders and the Environment
17
Information Concerning Nominees to the Board of Directors
47
Matters Considered by the Board with respect to the Number of Shares Available for Issuance Under the 2022 Plan
87
Selection of Independent Registered Public Accounting Firm
91
Security Ownership of More Than Five Percent Shareholders
94
Questions and Answers About the Annual Meeting and Voting
APPENDIX A — RECONCILIATION OF NON-GAAP INFORMATION
APPENDIX B — 2022 OMNIBUS INCENTIVE COMPENSATION PLAN
2022 Proxy Statement
5

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Proxy Statement Summary
Below is a summary of information regarding the items to be voted on at the Annual Meeting. You should read the entire proxy statement carefully before voting.
Company Overview
Ameren Corporation (“Ameren” or the “Company”) is a public utility holding company headquartered in St. Louis, Missouri. Ameren serves 2.4 million electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through its rate-regulated utility subsidiaries: Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), and Ameren Illinois Company, doing business as Ameren Illinois (“Ameren Illinois”). Ameren Missouri provides electric generation, transmission and distribution service, as well as natural gas distribution service. Ameren Illinois provides electric transmission and distribution service and natural gas distribution service, but does not own any power generating assets. Ameren Transmission Company of Illinois operates a Federal Energy Regulatory Commission rate-regulated electric transmission business in the Midcontinent Independent System Operator, Inc.
Our Sustainability Value Proposition for Customers, Shareholders and the Environment
Ameren’s strategy is to invest in rate-regulated energy infrastructure, continuously improve operating performance, and advocate for responsible energy policies to deliver superior customer and shareholder value. Our ability to achieve our mission and vision and deliver superior long-term, sustainable value to our customers, communities and shareholders through the execution of our strategy is directly linked to four key sustainability pillars: environmental stewardship, social impact, governance and sustainable growth.
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Environmental Stewardship

Accelerating transition to a cleaner and more diverse portfolio

Targeting net-zero carbon emissions by 2050, with strong interim targets in 2030 and 2040

Expect to add 2,400 megawatts (“MW”) of new renewable generation by 2030 and a total of 4,700 MW by 20401

Advanced expected retirement dates of two coal-fired energy centers in Ameren Missouri’s 2020 Integrated Resource Plan; all coal-fired energy centers expected to be retired by 2042

Expect to seek an extension of operating license for our carbon-free Callaway Nuclear Energy Center beyond 2044

Coal-fired generation expected to be approximately 6% of total rate base by 2026

Investing approximately $185 million annually over the next several years to fund electric and natural gas energy efficiency and demand response programs

Leading role in industry initiative to transform transportation infrastructure through development of a vast electric vehicle charging network

Well below federal and state limits for nitrogen oxide, sulfur dioxide and mercury

Significant water savings from closure of all ash pond facilities at coal-fired energy centers by 2023

Significant transmission investment to support transition to clean energy

Replaced 100% of cast and wrought iron pipeline on our natural gas delivery system; eliminated remaining unprotected steel pipeline in 2021
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Ameren Corporation

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Proxy Statement Summary
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Social Impact

Delivering value to our customers in 2021 while focused on safety

Improved reliability: 12% better since 20132

Affordable rates: ~25% below Midwest average3

Improved customer satisfaction: 23% better since 20134; Ameren Illinois ranked #1 in residential customer satisfaction among peers in the Midwest for 2021

Socially responsible and economically impactful in communities

~$140 million to support eligible customers and charities from 2019-2021

Supporting core value of diversity, equity and inclusion

Ranked first among U.S. utilities for DE&I by DiversityInc in 2021 and among top five since 2009; also ranked a top company for ESG matters by DiversityInc in 2021

DE&I summit held in 2021 for community leaders and employees

Sponsor of University of St. Louis-Missouri’s Diversity, Equity and Inclusion Accelerator program for St. Louis-based entrepreneurs from underrepresented communities; second cohort began Dec. 2021

Approximately $900 million in diverse supplier spend in 2021, an 11% increase from 2020

Executive compensation program includes workforce and supplier diversity performance goals
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Governance

Focused on strong governance practices that promote long-term value and accountability to key stakeholders

Diverse Board of Directors: ~57% women or racially/ethnically diverse5

Focused on refreshment; average tenure of Board of Directors is approximately six years5

Oversight of key ESG matters directly by Board of Directors or applicable standing board committees

Management-led Sustainability Executive Steering Committee evaluates key ESG and sustainability initiatives and disclosures

Executive compensation program that supports sustainable, long-term performance through inclusion of appropriate metrics, including ESG-based metrics

Transparency through extensive disclosure and sustainability reporting initiatives:

Second-highest utility ranking and overall score in the Center for Political Accountability’s 2021 Zicklin Index for Corporate Political Disclosure and Accountability

Annual sustainability report; annual EEI/AGA ESG/sustainability framework report; periodic climate risk report that is aligned with the TCFD reporting framework; TCFD and SASB disclosure mapping reports; EEO-1 report; participation in CDP climate and CDP water surveys, and an ESG-specific investor presentation
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2022 Proxy Statement
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Proxy Statement Summary
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Sustainable Growth

Strong long-term growth outlook

Expect strong compound annual earnings per share growth from 2022 through 2026, primarily driven by strong expected compound annual rate base growth

Constructive frameworks for investment in all business segments

Strong long-term infrastructure investment pipeline for benefit of customers and shareholders through 2030

Attractive dividend

Annualized equivalent dividend rate of $2.36 per share provides attractive yield; annualized dividend increased approximately 38% since 2013

Dividend increased in 2022 for the ninth consecutive year

Expect future dividend growth to be in-line with long-term earnings per share growth with payout ratio in a range of 55% and 70% of annual earnings

Attractive total return potential

Track record of delivering strong results

Attractive combined earnings and dividend growth outlook compared to regulated utility peers

We believe execution of our strategy will deliver significant long-term value to both customers and shareholders
(1)
Based on Ameren Missouri’s 2020 Integrated Resource Plan as filed in September 2020; an update to the Integrated Resource Plan is expected to be filed in the first half of 2022 to reflect, among other things, an accelerated retirement of the Rush Island Energy Center.
(2)
As measured by the System Average Interruption Frequency Index (SAIFI). Represents the average of Ameren Illinois and Ameren Missouri.
(3)
Edison Electric Institute, “Typical Bills and Average Rates Report” for the 12 months ended June 30, 2021.
(4)
As measured by the J.D. Power Residential Customer Satisfaction Index; reflects average of Ameren Illinois and Ameren Missouri scores at year-end within the Midwest Large Segment.
(5)
Based on the nominees for election at the Annual Meeting.
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Ameren Corporation

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Proxy Statement Summary
2021 Financial Performance Highlights
The successful execution of our strategy drove strong financial results in 2021, as well as over the past five years.
$3.84
Earnings per diluted share
(GAAP)
$3.82*
Weather normalized earnings per
diluted share (non GAAP)
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In 2021, Ameren earned $3.84 per diluted share on a GAAP basis, and $3.82 per diluted share on a weather-normalized core (non-GAAP) basis.*
Execution of our strategy has driven a strong compound annual earnings per diluted share growth rate from year-end 2013, the year in which we completed the divestiture of our non-rate-regulated merchant generation operations, to year-end 2021 of approximately 16 percent on a GAAP basis and 8 percent on a weather-normalized core (non-GAAP) basis.*
Ameren shares provided a total shareholder return (“TSR”) of approximately 17 percent in 2021, including an approximately 7 percent increase in the quarterly dividend during the first quarter of 2021, which was the eighth consecutive year the dividend was increased. From December 31, 2013, to December 31, 2021, Ameren shares provided a TSR of approximately 218 percent, which meaningfully exceeded the TSR of the S&P 500 Utility and Philadelphia Utility indices, as well as the S&P 500 index, for such period. The Company invested approximately $3.5 billion in energy infrastructure in 2021 to better serve customers, which also drove strong rate base growth of approximately 11 percent, compared to 2020. For the five years ending December 31, 2021, we invested approximately $13.5 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 10 percent over the same period. These investments have improved the safety and reliability of our electric and natural gas systems, improved the efficiency of our energy centers, are supporting our clean energy transition, and strengthened our cybersecurity posture while keeping our electric rates competitive and affordable.
*
See Appendix A for GAAP to weather-normalized core earnings reconciliation.
Human Capital Management
The execution of our strategy is driven by the capabilities and engagement of our workforce. Our goal is to attract, retain and develop a talented and diverse workforce that is well-prepared to deliver on Ameren’s mission and vision, both today and in the future. The Human Resources Committee of Ameren’s Board of Directors is responsible for oversight of our human capital management practices and policies. Management regularly updates the Committee and the Board of Directors on human capital matters, including company culture; diversity, equity and inclusion; workforce demographics and pay equity; organizational structure and leadership development.
Our workforce strategy is anchored in four key pillars: Culture, Leadership, Talent, and Rewards.
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2022 Proxy Statement
9

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Proxy Statement Summary
Culture
We strive to cultivate a values-based, “All-In” culture that enables the sustainable execution of our strategy and reflects the following characteristics:

We Care about our customers, our communities and each other

We Serve with Passion

We Deliver for our customers and stakeholders

We Win Together as a result of teamwork and collaboration
We design our human capital management practices and policies to reinforce our core values, share our culture, and drive employee engagement. In doing so, we strive to align our employees to our mission and vision, improve safety, enhance innovation, increase productivity, attract and retain top talent, and recognize employee contributions, among other things.
We seek to foster diversity, equity and inclusion, one of our core values, across our organization. Ameren has established recruiting programs designed to enhance the diversity of our workforce pipelines. Additionally, each year, management and the Human Resources Committee review the diversity of our workforce, leadership team and leadership pipeline, as well as actions being taken to further enhance the diversity of our leadership team. Ameren also contributes to community organizations, holds diversity, equity and inclusion leadership summits for employees and community leaders, offers various training programs, and provides paid time-off for employee volunteerism and learning with organizations that support diversity, equity and inclusion.
Leadership
We seek to attract, develop and retain a strong, diverse leadership team. Management engages in an extensive succession planning process annually, which includes the involvement of the Board of Directors. We develop our leaders both individually, through job rotations, work experiences and leadership development programs, and as a team. Throughout the year, we offer a variety of forums intended to connect our leaders to our mission, vision, values, strategy and culture, to build leadership skills and capabilities, and to promote connection and inclusion. In addition, we evaluate our organizational structure and make adjustments and expand roles to facilitate execution of our strategy and organizational efficiency.
Talent
Our talent program is focused on developing our employees’ knowledge and skill sets, as well as creating a talent pipeline, to attract and retain a skilled and diverse workforce that will support our strategic initiatives. Ameren’s talent programs include training and development focused on safety, specialized skills, and leadership; mentoring programs; and community and educational partnerships and talent pipeline programs.
Rewards
The primary objective of our rewards program is to provide a total rewards package that attracts and retains a talented workforce and reinforces strong performance in a financially sustainable manner. We regularly evaluate our core benefits to balance employee value and financial sustainability. We strive to provide a competitive and sustainable rewards package that supports our ability to attract, engage and retain a talented and diverse workforce.
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Ameren Corporation

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Proxy Statement Summary
Community and Employee Support During COVID-19
During 2021, we continued to implement and adapt the important measures we commenced in 2020 to protect the health and safety of our employees, customers and communities as a result of the COVID-19 pandemic, including:

Application of robust safety protocols across the organization;

Engaging world-class health care experts to advise us;

Providing information and resources regarding COVID-19 vaccines and encouraging our coworkers to become vaccinated and receive booster shots;

Employing modified work practices to promote employee and customer safety;

Maintaining remote work capabilities for a significant portion of our workforce;

Continuing to make infrastructure investments that benefit customers and support the local economy;

Proactively monitoring supply chains to minimize impacts; and

Ensuring extensive review and oversight of financial and operational risks related to COVID-19 by the Board of Directors.
Collectively, these measures have continued to support our ability to deliver safe, reliable and affordable service to our customers and the communities we serve and to execute our strategy.
ITEM 1
Election of Directors

The 14 nominees for director include 12 independent directors, as well as the Company’s executive chairman and its president and CEO.

The Board of Directors believes that the diverse skills, experiences and perspectives represented by the nominees will continue to support effective oversight of the Company’s strategy and performance.

For more information about the nominees’ qualifications, skills, and experiences, please see pages 18-25.
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The Board unanimously recommends a vote “FOR” each of the 14 director nominees.
The following provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes by shareholders entitled to vote and represented at the annual meeting.
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2022 Proxy Statement
11

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Proxy Statement Summary
Name
Age
Director
Since
Occupation
Independent
Committee Membership1
ARC
HRC
NCGC
NOESC
FC
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Warner L. Baxter
60
2014
Executive Chairman of the Company
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Cynthia J. Brinkley
62
2019
Retired Chief Administrative and Markets Officer, Centene Corporation
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Catherine S. Brune
68
2011
Retired President, Allstate Protection Eastern Territory of Allstate Insurance Company
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C
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J. Edward Coleman
70
2015
Retired Executive Chairman of CIOX Health
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C
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Ward H. Dickson
59
2018
Retired Executive Vice President and Chief Financial Officer of WestRock Company
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C
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Noelle K. Eder
52
2018
Executive Vice President and Global Chief Information Officer of Cigna Corporation
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Ellen M. Fitzsimmons
61
2009
Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation
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Rafael Flores
66
2015
Retired Senior Vice President and Chief Nuclear Officer of Luminant
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Richard J. Harshman
65
2013
Retired Executive Chairman and President and Chief Executive Officer of Allegheny Technologies Incorporated
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C
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Craig S. Ivey
59
2018
Retired President of Consolidated Edison Co. of New York, Inc.
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James C. Johnson
69
2005
Retired General Counsel of Loop Capital Markets LLC
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C
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Steven H. Lipstein
66
2010
Retired President and Chief Executive Officer of BJC HealthCare
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Martin J. Lyons, Jr.
55
2022
President and Chief Executive Officer of the Company
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Leo S. Mackay, Jr.
60
2020
Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation
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ARC
Audit and Risk Committee
FC
Finance Committee
C
Member and Chair of a Committee
HRC
Human Resources Committee
NOESC
Nuclear, Operations and Environmental
L
Lead Director
NCGC
Nominating and Corporate Governance Committee
Sustainability Committee
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12
Ameren Corporation

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Proxy Statement Summary
Board of Director Highlights
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ITEM 2
Advisory Vote to Approve Executive Compensation (Say-on-Pay)

The Company is asking shareholders to approve, on an advisory basis, the compensation of the executives named in the 2021 Summary Compensation Table in this proxy statement (the “Named Executive Officers”, or “NEOs”).

For more information about the NEOs’ compensation, please see the Executive Compensation discussion on pages 48-81.
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The Board unanimously recommends a vote “FOR” the advisory approval of executive compensation.
The Board has a long-standing commitment to strong corporate governance and recognizes the interests that shareholders have in executive compensation. The Company’s compensation philosophy is to provide a competitive total compensation program that is based on the size-adjusted median of the compensation opportunities provided by similar utility industry companies (the “Market Data”), adjusted for our short- and long-term performance and for the individual’s performance. The Board unanimously recommends a “FOR” vote because it believes that the Human Resources Committee, which is responsible for establishing the compensation for the NEOs, designed the 2021 compensation program to align the long-term interests of the NEOs with those of shareholders to maximize shareholder value.
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2022 Proxy Statement
13

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Proxy Statement Summary
2021 Executive Compensation Program Components
Type
Form
Terms
Fixed Pay
Base Salary

Set annually by the Human Resources Committee based upon market data, executive performance and other factors.
Short-term incentives
Cash Incentive Pay

Based upon the Company’s GAAP diluted earnings per share (“EPS”), safety performance, operational, customer and diversity measures with an individual performance modifier.
Long-term incentives
Performance Share Units (“PSUs”)

60% of the value of the long-term incentive award is granted in the form of PSUs with a performance criteria of TSR compared to utility industry peers over a three-year performance period.

10% of the value of the long-term incentive award is granted in the form of PSUs with a performance criteria that measures renewable generation and energy storage additions, as well as coal-fired energy center retirements, over a three-year performance period, in MW (the “Clean Energy Transition” metric).
Restricted Stock Units (“RSUs”)

30% of the value of the long-term incentive award is granted in the form of time-based RSUs. RSUs have a vesting period of approximately 38 months.
Other
Retirement Benefits

Employee benefit plans available to all employees, including 401(k) savings and pension plans.

Supplemental retirement benefits that provide certain benefits not available due to tax limitations.

Deferred compensation program that provides the opportunity to defer part of base salary and short-term incentives, with earnings on the deferrals based on market rates.
“Double-Trigger” Change of Control Protections

Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment.
Limited Perquisites

Limited perquisites to the NEOs, such as financial and tax planning.
Fiscal 2021 Executive Compensation Highlights
The Company’s pay-for-performance program led to the following actual 2021 compensation being earned:

2021 annual short-term incentive base awards based on EPS, safety and operational performance, customer-focused and diversity, equity & inclusion measures were earned at 131.6 percent of target, subject to the individual performance modifications discussed under “EXECUTIVE COMPENSATION MATTERS — Compensation Discussion and Analysis” below. This payout reflected strong financial and operational performance by the Company in 2021 that was due, in part, to the strong execution of the Company’s strategy, including investing approximately $3.5 billion in capital projects, solid reliability of its operations for the benefit of customers, improved customer satisfaction, strong strategic capital allocation, disciplined cost management and achieving constructive state and federal regulatory outcomes. In consideration of the Company’s overall 2021 safety performance, management recommended and the Human Resources Committee approved a 2 percentage point downward adjustment to the 2021 STIP base award payout to 129.6 percent for all Company officers, including the NEOs.

The PSU long-term incentive awards granted in 2019 were earned at 142.5 percent of target based on our strong TSR relative to the defined PSU peer group over the three-year measurement period (2019-2021), which was primarily driven by share price appreciation of approximately 36 percent. The January 1, 2019 PSU awards increased in value from $65.23 per share on the grant date to $89.01 per share as of December 31, 2021. Ameren’s TSR performance was determined to be at the 67th percentile of the peer group. This strong performance was attributable to the sustained execution of the Company’s strategy that is delivering significant value to customers, the communities the Company serves, and shareholders.
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14
Ameren Corporation

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Proxy Statement Summary
The Company’s compensation program for 2021 was similar to the 2020 program, which was approved by approximately 96 percent of votes by shareholders entitled to vote and represented at the Company’s 2021 annual meeting. Highlights of the Company’s 2021 executive compensation program include:

pay opportunities appropriate to the size of the Company when compared to other companies in the utility industry;

a heavily performance-based pay program using multiple performance measures;

full disclosure of the financial performance drivers used in our incentives, in numeric terms;

updates to our short-term and long-term incentive programs to support sustainability and ESG goals, which, since 2020, have included the elimination of a former short-term program metric measuring the equivalent availability of our coal-fired energy centers, the addition of two customer satisfaction metrics and two diversity, equity and inclusion metrics in the short-term program, and the addition of the Clean Energy Transition metric in the long-term program;

a long-term incentive program that was primarily performance-based and aligned with shareholder interests through a link to stock price, measurement of TSR versus peer companies, and the Clean Energy Transition metric;

a “clawback” provision for annual and long-term incentives in the event of financial restatements or conduct or activity that is detrimental to the Company or violates the confidentiality or non-solicitation provisions of the applicable incentive award;

stock ownership requirements for NEOs (and other senior executives), in order to align the interests of those executives and shareholders;

a prohibition against directors and executive officers pledging Company securities and against any transaction by directors and employees of the Company and its subsidiaries which hedges (or offsets) any decrease in the value of Company equity securities;

limited perquisites;

no excise tax gross-ups for change of control severance plan participants who began participating in the plan on or after October 1, 2009;

no backdating or repricing of equity-based compensation; and

retention of an independent compensation consultant engaged by, and who reports directly to, the Human Resources Committee.
ITEM 3
Approval of 2022 Omnibus Incentive Compensation Plan
The Board is requesting that shareholders vote in favor of adopting the Ameren Corporation 2022 Omnibus Incentive Compensation Plan (the “2022 Plan”), which was approved by the Board of Directors on February 11, 2022, subject to shareholder approval. The 2022 Plan has been established to replace, on a prospective basis, the Ameren Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”), which was previously approved by shareholders and will expire on April 24, 2024.
As with the 2014 Plan, the 2022 Plan authorizes the issuance of equity- and cash-based incentive awards to encourage strong performance by those individuals who are and will be responsible for the Company’s future growth and continued success. Given the decreasing number of shares of Common Stock that are available for grant under the 2014 Plan and its upcoming expiration, the Board is requesting shareholder approval of the 2022 Plan to ensure the Company is able to continue to provide equity-based and incentive-based awards to attract, motivate, and retain high quality employees and directors.
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The Board unanimously recommends a vote “FOR” the approval of the Company’s 2022 Omnibus Incentive Compensation Plan.
Subject to adjustment upon the occurrence of various corporate events as described in the proposed 2022 Plan, the maximum number of shares of Common Stock requested for shareholder approval under the proposed 2022 Plan is 7.5 million shares, plus any shares remaining available under the 2014 Plan at the time the 2022 Plan becomes effective. If the proposed 2022 Plan is approved by
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2022 Proxy Statement
15

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Proxy Statement Summary
shareholders, based on its historic grant practices, the Company anticipates that the requested share authorization under the proposed 2022 Plan will last for substantially all of its ten-year term.
The 2022 Plan retains many of the features of the 2014 Plan in addition to including updates of certain provisions. As with the 2014 Plan, all awards for employees can only be made pursuant to the authority of the Board’s Human Resources Committee, and with respect to awards to non-employee directors, all awards can only be made pursuant to the authority of the Board.
Key features of the 2022 Plan are described below on pages 82 through 86 but are qualified in their entirety by reference to the full text of the 2022 Plan, which is attached as Appendix B to this proxy statement.
ITEM 4
Ratification of PwC as Our Independent Registered Public Accounting Firm

The Audit and Risk Committee of the Board has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Consistent with good governance practices, the Company is asking shareholders to ratify the appointment of PwC.
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The Board unanimously recommends a vote “FOR” the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
The members of the Audit and Risk Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders. Although ratification by the shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this appointment by the shareholders. In the event the shareholders fail to ratify the appointment, the Audit and Risk Committee will consider this factor when making any determination regarding PwC. Even if the selection is ratified, the Audit and Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
Set forth below is summary information with respect to PwC’s fees for services provided in fiscal 2021 and fiscal 2020.
Year Ended
December 31, 2021
($)
Year Ended
December 31, 2020
($)
Audit Fees 4,157,000 3,923,000
Audit-Related Fees 225,000 661,475
Tax Fees
All Other Fees 28,650 70,100
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16
Ameren Corporation

Corporate Governance
ITEM 1
Election of Directors

The 14 nominees for director include 12 independent directors, as well as the Company’s executive chairman and its president and CEO.

The Board believes that the diverse skills, experiences and perspectives represented by the nominees will continue to support effective oversight of the Company’s strategy and performance.

For more information about the nominees’ qualifications, skills, and experiences, please see pages 18-25.
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Board Recommendation for Election of Directors
The Board unanimously recommends a vote “FOR” each of the 14 director nominees.
Fourteen directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In the absence of instructions to the contrary, executed proxies will be voted in favor of the election of the persons listed below. In the event that any nominee for election as director should become unavailable to serve, votes will be cast for such substitute nominee or nominees as may be nominated by the Nominating and Corporate Governance Committee of the Board of Directors and approved by the Board of Directors, or the Board of Directors may reduce the size of the Board in accordance with the Company’s By-Laws and Restated Articles of Incorporation. The Board of Directors knows of no reason why any nominee will not be able to serve as director. The 14 nominees for director who receive the vote of at least a majority of the shares entitled to vote in the election of directors and represented in person or by proxy at the meeting at which a quorum is present will be elected. Shareholders may not cumulate votes in the election of directors. In the event that any nominee for re-election fails to obtain the required majority vote, such nominee will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to any such tendered resignation. If there is a nominee, other than a nominee for re-election, who fails to obtain the required majority vote, such nominee will not be elected to the Board.
Information Concerning Nominees to the Board of Directors

The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has unanimously nominated the 14 directors named below for election at the Annual Meeting. All of the nominees are currently directors of the Company and, except for Mr. Lyons, all of the nominees were elected by shareholders at the Company’s prior annual meeting. Mr. Lyons, our President and CEO, was elected by the Board to serve as a director beginning January 1, 2022.

Each nominee has consented to being nominated for director and has agreed to serve if elected.

In addition to the specific experiences, qualifications, attributes or skills detailed below, each nominee has demonstrated the highest professional and personal ethics, broad experiences in business, environmental and sustainability matters, government, education or technology, the ability to provide insights and practical wisdom based on their experience and expertise, a commitment to enhancing shareholder value, compliance with legal and regulatory requirements, and the ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management of the Company.

In assessing the composition of the Board of Directors, the Nominating and Corporate Governance Committee recommends Board nominees so that, collectively, the Board is balanced by having the necessary experience, qualifications, attributes and skills and that no nominee is recommended because of one particular criterion, except that the Nominating and Corporate Governance Committee does believe it to be appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as
2022 Proxy Statement
17

Corporate Governance
defined by SEC rules. See “— Board Composition and Refreshment — Consideration of Director Nominees” below for additional information regarding director nominees and the nominating process.

No arrangement or understanding exists between any nominee and the Company or, to the Company’s knowledge, any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee. There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.
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18
Ameren Corporation

Corporate Governance
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Warner L. Baxter
Executive Chairman of the Company
Director since: 2014
Age: 60
OUTSIDE DIRECTORSHIPS:

U.S. Bancorp, December 2015–Present

UMB Financial Corporation, 2013–October 2015
EXECUTIVE EXPERIENCE:
Mr. Baxter began his career with the Company in 1995 as Assistant Controller of Ameren Missouri. He was named Controller of Ameren Missouri in 1996. Following the 1997 merger of Ameren Missouri and CIPSCO Incorporated, he served as Vice President and Controller of Ameren and Ameren Services. In 2001, Mr. Baxter was named Senior Vice President, Finance. From 2003 to 2009, Mr. Baxter was Executive Vice President and Chief Financial Officer of Ameren and certain of its subsidiaries, where he led the finance, strategic planning and enterprise risk management functions. From 2007 to 2009, he was also President and Chief Executive Officer of Ameren Services. From 2009 to 2014, Mr. Baxter served as the Chairman, President and Chief Executive Officer of Ameren Missouri. On February 14, 2014, Mr. Baxter succeeded Thomas R. Voss as President of the Company. Mr. Baxter succeeded Mr. Voss as Chief Executive Officer of the Company on April 24, 2014 and as Chairman of the Board on July 1, 2014. Effective January 1, 2022, Mr. Baxter was elected Executive Chairman of the Company. Mr. Baxter also serves as Vice Chairman of the Edison Electric Institute (EEI), as association that represents all U.S. investor-owned electric companies. Prior to joining Ameren, Mr. Baxter served as senior manager in PwC’s national office in New York City from 1993 to 1995. From 1983 to 1993, Mr. Baxter worked in PwC’s St. Louis office, where he provided auditing and consulting services to clients in a variety of industries.
Mr. Baxter served as a director of Ameren Missouri from 1999 to 2014, and as a director of Ameren Illinois from 1999 to 2009.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Baxter’s extensive executive management and leadership experience; strong strategic planning, regulatory, accounting, financial, industry, risk management, government relations, operations, environmental and sustainability, and human capital management and compensation skills and experience; tenure with the Company (and its current and former affiliates); and tenure and contributions as a current Board member, the Board concluded that Mr. Baxter should serve as a director of Ameren.
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Cynthia J. Brinkley
Retired Chief Administrative and
Markets Officer, Centene Corporation
Director since: 2019
Age: 62
STANDING BOARD COMMITTEES:

Human Resources Committee

Nuclear, Operations and Environmental Sustainability Committee
OUTSIDE DIRECTORSHIPS:

Energizer Holdings, Inc., 2014–Present
EXECUTIVE EXPERIENCE:
From November 2014 until her retirement in February 2019, Ms. Brinkley served in multiple senior leadership roles at Centene Corporation, a managed health care company, including chief administrative and markets officer from June 2018 to February 2019 and president and chief operating officer from November 2017 to June 2018. Prior to joining Centene, Ms. Brinkley served as vice president of global human resources at General Motors Company from 2011 to 2013. She also held various leadership roles at AT&T Inc., including senior vice president of talent development, chief diversity officer and president of AT&T Missouri.
SKILLS AND QUALIFICATIONS:
Based primarily upon Ms. Brinkley’s extensive executive management and leadership experience as a former president and chief operating officer of a leading managed health care company, as well as deep experience in the communities which Ameren serves and strong strategic planning, financial, regulatory, compensation, global human capital management and compensation, telecommunications, operations, risk management, environmental and sustainability and administrative skills and experience, the Board concluded that Ms. Brinkley should serve as a director of Ameren.
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19

Corporate Governance
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Catherine S. Brune
Retired President, Allstate Protection Eastern Territory
of Allstate Insurance Company
Director since: 2011
Age: 68
STANDING BOARD COMMITTEES:

Audit and Risk Committee

Nominating and Corporate Governance Committee (Chair)
OUTSIDE DIRECTORSHIPS:

None
EXECUTIVE EXPERIENCE:
Ms. Brune served as President of Allstate, a personal lines insurer, from October 2011 to November 2013 and oversaw Property/Casualty operations in 23 states and Canada. Ms. Brune worked in various managerial capacities for Allstate from 1976 to 2013. She was elected the company’s youngest officer in 1986, moving into information technology in the early 1990s. In 2002, Ms. Brune was named Allstate’s Senior Vice President, Chief Information Officer. Ms. Brune was a member of Allstate’s senior leadership team. Ms. Brune retired from Allstate in November 2013.
SKILLS AND QUALIFICATIONS:
Based primarily upon Ms. Brune’s extensive executive management and leadership experience as a former president and chief information officer of a leading insurance company; strong cybersecurity, information technology, strategic planning, financial, regulatory, compensation, operations, customer relations, risk management and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Ms. Brune should serve as a director of Ameren.
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J. Edward Coleman
Retired Executive Chairman of CIOX Health
Director since: 2015
Age: 70
STANDING BOARD COMMITTEES:

Audit and Risk Committee (Chair)

Finance Committee
OUTSIDE DIRECTORSHIPS:

Lexmark International, Inc., 2010–2016

Unisys Corporation, 2008–2014
EXECUTIVE EXPERIENCE:
Mr. Coleman served as Executive Chairman of CIOX Health, a health information management firm, from November 2018 through December 2019. Mr. Coleman previously served as Chief Executive Officer of CIOX Health from May 2016 to June 2017. Mr. Coleman served as Chairman and Chief Executive Officer of Unisys Corporation from October 2008 to December 2014. He previously served as Chief Executive Officer of Gateway, Inc. from 2006 to 2008, as Senior Vice President and President of Enterprise Computing Solutions at Arrow Electronics from 2005 to 2006, and as Chief Executive Officer of CompuCom Systems, Inc. from 1999 to 2004 and as Chairman of the Board from 2001 to 2004. Earlier in his career, he held various leadership positions at Computer Sciences Corporation and IBM Corporation.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Coleman’s extensive executive management and leadership experience as a former chief executive officer of both private and publicly traded technology companies; strong strategic planning, financial, cybersecurity, information technology, customer relations, human capital management and compensation, operations, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Coleman should serve as a director of Ameren.
20
Ameren Corporation

Corporate Governance
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Ward H. Dickson
Retired Executive Vice President and Chief Financial Officer of WestRock Company
Director since: 2018
Age: 59
STANDING BOARD COMMITTEES:

Audit and Risk Committee

Finance Committee (Chair)
OUTSIDE DIRECTORSHIPS:

None
EXECUTIVE EXPERIENCE:
Mr. Dickson served as Executive Vice President and Chief Financial Officer of WestRock Company from July 2015 to November 2021. Mr. Dickson previously served as Executive Vice President and Chief Financial Officer of RockTenn Company, the predecessor of WestRock Company, from September 2013 to July 2015, and in various positions at Cisco Systems from February 2006 to September 2013, most recently as Senior Vice President of Finance.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Dickson’s extensive executive management and leadership experience as the chief financial officer of an industrial manufacturing company and senior officer of a technology company; extensive financial experience, including accounting, capital markets, capital structure, capital allocation, mergers and acquisitions and investor relations; significant risk management, cybersecurity, information technology, compensation, environmental and sustainability and administrative skills and experience; and contributions as a current Board and committee member, the Board concluded that Mr. Dickson should serve as a director of Ameren.
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Noelle K. Eder
Executive Vice President and Global Chief Information Officer of Cigna Corporation
Director since: 2018
Age: 52
STANDING BOARD COMMITTEES:

Audit and Risk Committee

Nominating and Corporate Governance Committee
OUTSIDE DIRECTORSHIPS:

None
EXECUTIVE EXPERIENCE:
Ms. Eder serves as Executive Vice President and Chief Information Officer of CIGNA Corporation. From March 2018 to September 2020, Ms. Eder served as Executive Vice President and Chief Information and Digital Officer of Hilton Worldwide Holdings Inc. From November 2016 to March 2018, Ms. Eder served as Chief Card Customer Experience Officer of Capital One Financial Corporation, and from September 2014 to November 2016, Ms. Eder served as Executive Vice President, Card Customer Experience of Capital One Financial Corporation. Earlier in her career, Ms. Eder held various positions at Intuit Inc., including as Senior Vice President and Chief Customer Care Officer from May 2013 to August 2014.
SKILLS AND QUALIFICATIONS:
Based primarily on Ms. Eder’s extensive executive and leadership experience as the executive vice president and chief information and digital officer of a hospitality company; strong consumer-oriented, cybersecurity, digital, information technology, financial, risk management, and administrative skills and experience; and contributions as a current Board and committee member, the Board concluded that Ms. Eder should serve as a director of Ameren.
2022 Proxy Statement
21

Corporate Governance
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Ellen M. Fitzsimmons
Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation
Director since: 2009
Age: 61
STANDING BOARD COMMITTEES:

Finance Committee

Nuclear, Operations and Environmental Sustainability Committee
OUTSIDE DIRECTORSHIPS:

None
EXECUTIVE EXPERIENCE:
Ms. Fitzsimmons has served as Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation since December 2019, having previously served as Corporate Executive Vice President, General Counsel and Corporate Secretary of its predecessor, SunTrust Banks, Inc., since 2018. From 2003 to November 2017, Ms. Fitzsimmons served as Senior and Executive Vice President of Law and Public Affairs, General Counsel and Corporate Secretary of CSX Corporation, a transportation supplier, which she joined in 1991. Ms. Fitzsimmons oversaw all legal, government relations and public affairs activities for CSX. During Ms. Fitzsimmons’ tenure with SunTrust and CSX, her responsibilities included key roles in public affairs and corporate governance-related areas.
SKILLS AND QUALIFICATIONS:
Based primarily upon Ms. Fitzsimmons’ extensive executive and leadership experience as the chief legal officer with broad responsibilities at a major financial services provider and a major transportation supplier, including strong legal, government relations, public affairs, regulatory, accounting, financial, risk management, internal audit, compliance, corporate governance, compensation, human capital management and compensation, inclusion, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Ms. Fitzsimmons should serve as a director of Ameren.
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Rafael Flores
Retired Senior Vice President and Chief Nuclear Officer of Luminant
Director since: 2015
Age: 66
STANDING BOARD COMMITTEES:

Nominating and Corporate Governance Committee

Nuclear, Operations and Environmental Sustainability Committee
OUTSIDE DIRECTORSHIPS:

None
EXECUTIVE EXPERIENCE:
Mr. Flores joined Luminant, a private Texas-based electric utility, in 1983 and served as Senior Vice President and Chief Nuclear Officer from 2009 to 2015. In this position, he oversaw operations at the Comanche Peak Nuclear Power Plant in Texas, reported nuclear matters directly to Luminant’s nuclear oversight advisory board and represented Luminant with the Nuclear Regulatory Commission, the Institute of Nuclear Power Operations, the Nuclear Energy Institute and on various committees and working groups in the nuclear industry.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Flores’ extensive executive and leadership experience as senior vice president and chief nuclear officer of an electric utility; government relations, public affairs, regulatory, industry, risk management, compensation, operations and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Flores should serve as a director of Ameren.
22
Ameren Corporation

Corporate Governance
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Richard J. Harshman
Retired Executive Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated
Director since: 2013
Lead Director since: 2018
Age: 65
STANDING BOARD COMMITTEES:

Human Resources Committee

Nuclear, Operations and Environmental Sustainability Committee (Chair)
OUTSIDE DIRECTORSHIPS:

PNC Financial Services Group, Inc., 2019–Present

Allegheny Technologies Incorporated, 2011–2019
EXECUTIVE EXPERIENCE:
Mr. Harshman served as Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated (ATI), a producer of specialty materials and components to the global electrical energy, aerospace and defense, oil and gas, chemical process industry, medical, and other diversified consumer and durable goods markets, from May 2011 through December 2018 and as Executive Chairman from January 2019 through May 2019. Prior to becoming Chairman, President and CEO, Mr. Harshman served as ATI’s President and Chief Operating Officer from August 2010 to May 2011, and Executive Vice President and Chief Financial Officer from December 2000 to August 2010.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Harshman’s extensive executive management and leadership experience as the chairman, president and chief executive officer, and previously the chief financial officer, of a specialty materials manufacturer; his significant strategic planning, financial, operations, regulatory, industry, customer relations, leadership development, human capital management and compensation, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Harshman should serve as a director of Ameren.
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Craig S. Ivey
Retired President of Consolidated Edison Company of New York, Inc.
Director since: 2018
Age: 59
STANDING BOARD COMMITTEES:

Finance Committee

Nuclear, Operations and Environmental Sustainability Committee
OUTSIDE DIRECTORSHIPS:

None
EXECUTIVE EXPERIENCE:
Mr. Ivey served as President of Consolidated Edison Company of New York, Inc. (Con Edison) from 2009 through 2017. Con Edison provides electric service to approximately 3.4 million customers and delivers gas to approximately 1.1 million customers in New York City and Westchester County; it also operates the largest steam distribution system in the United States for customers in New York City. He previously served in various positions at Dominion Resources, an electric utility company in Virginia, from 1985 to 2009, most recently as Senior Vice President for Transmission and Distribution.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Ivey’s extensive executive management and leadership experience as the president and senior vice president of regulated utility companies and his significant strategic planning, regulatory, industry, risk management, government relations, operations, environmental and sustainability and customer relations skills and experience; and contributions as a current Board and committee member, the Board concluded that Mr. Ivey should serve as a director of Ameren.
2022 Proxy Statement
23

Corporate Governance
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James C. Johnson
Retired General Counsel, Loop Capital Markets LLC
Director since: 2005
Age: 69
STANDING BOARD COMMITTEES:

Human Resources Committee (Chair)

Nominating and Corporate Governance Committee
OUTSIDE DIRECTORSHIPS:

Hanesbrands Inc., 2006–Present

Energizer Holdings, Inc., 2013–Present

Edgewell Personal Care Company, 2015–Present
EXECUTIVE EXPERIENCE:
Mr. Johnson served as General Counsel of Loop Capital Markets LLC, a financial services firm, from November 2010 to December 2013. From 1998 until 2009, Mr. Johnson served in a number of responsible positions at The Boeing Company, an aerospace and defense firm, including serving as Vice President, Corporate Secretary and Assistant General Counsel from 2003 until 2007 and as Vice President and Assistant General Counsel, Commercial Airplanes, from 2007 until his retirement in March 2009. In February 2018, Mr. Johnson completed the NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight, demonstrating his commitment to board-level cyber-risk oversight.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Johnson’s extensive executive management and leadership experience as the former general counsel of a financial services firm and as the former vice president, corporate secretary and assistant general counsel of an aerospace and defense firm; his strong legal, compliance, risk management, board-management relations, corporate governance, finance, regulatory, human capital management and compensation skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Johnson should serve as a director of Ameren.
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Steven H. Lipstein
Retired President and Chief Executive Officer of BJC HealthCare
Director since: 2010
Age: 66
STANDING BOARD COMMITTEES:

Human Resources Committee

Nominating and Corporate Governance Committee
OUTSIDE DIRECTORSHIPS:

None
EXECUTIVE EXPERIENCE:
Mr. Lipstein served as President and Chief Executive Officer of BJC HealthCare, one of the largest non-profit healthcare organizations in the United States, from 1999 through 2016, and as Chief Executive Officer through December 2017. From 1982 to 1999, Mr. Lipstein held various executive positions within The University of Chicago Hospitals and Health System and The Johns Hopkins Hospital and Health System. Mr. Lipstein served as Chairman of the Federal Reserve Bank of St. Louis from 2009 to 2011.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Lipstein’s extensive executive management and leadership experience as the former chief executive officer and president of a healthcare organization; strong strategic planning, banking, regulatory, financial, customer relations, operations, human capital management and compensation, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Lipstein should serve as a director of Ameren.
24
Ameren Corporation

Corporate Governance
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Martin J. Lyons, Jr.
President and Chief Executive Officer of the Company
Director since: 2022
Age: 55
OUTSIDE DIRECTORSHIPS:

None
EXECUTIVE EXPERIENCE:
Mr. Lyons joined the Company in 2001 as Controller of Ameren and certain of its subsidiaries. Mr. Lyons was elected Vice President of the Company and certain of its subsidiaries in 2003. In 2007, he was elected Vice President and Principal Accounting Officer, and in 2008, he was elected Senior Vice President and Principal Accounting Officer of Ameren and its subsidiaries. In 2009, Mr. Lyons was elected Senior Vice President and Chief Financial Officer, while remaining as the Principal Accounting Officer, of the Company and its subsidiaries. In 2013, Mr. Lyons was elected Executive Vice President and Chief Financial Officer of the Company and its subsidiaries and relinquished his duties as Chief Accounting Officer. In 2016, Mr. Lyons was also elected Chairman and President of Ameren Services. In December 2019, Mr. Lyons was elected Chairman and President of Ameren Missouri. In January 2022, Mr. Lyons was elected President and Chief Executive Officer of the Company.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Lyons’ executive management experience, strong accounting, financial, risk management, government relations, operations, human capital management and compensation, and administrative skills and experience, and tenure with the Company (and its current and former affiliates), the Board concluded that Mr. Lyons should serve as a director of Ameren.
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Leo S. Mackay, Jr.
Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation
Director since: 2020
Age: 60
STANDING BOARD COMMITTEES:

Audit and Risk Committee

Nuclear, Operations and Environmental Sustainability Committee
OUTSIDE DIRECTORSHIPS:

Cognizant Technology Solutions Corporation, October 2012–Present
EXECUTIVE EXPERIENCE:
Mr. Mackay has served as Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation, a global security and aerospace company, since August 2018, and also serves as the company’s chief sustainability officer. He previously held multiple senior leadership positions at Lockheed Martin, including Senior Vice President, Internal Audit, Ethics and Sustainability from June 2016 to July 2018, and Vice President, Ethics and Sustainability from July 2011 to July 2016. Prior to joining Lockheed Martin, Mr. Mackay served as chief operations officer of ACS State Healthcare, LLC. He also held leadership roles at the United States Department of Veterans Affairs and Bell Helicopter Textron, Inc.
SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Mackay’s extensive executive and leadership experience as a senior vice president and chief sustainability officer of a global security and aerospace company, including strong operations, regulatory, accounting, financial, risk management, internal audit, compliance, environmental and sustainability, governmental, human capital management and compensation, and administrative skills and experience, the Board concluded that Mr. Mackay should serve as a director of Ameren.
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Board Composition and Refreshment

The Nominating and Corporate Governance Committee regularly evaluates the composition of the Board in light of the Company’s strategy and the tenure of the members of the Board.

Directors are expected to resign from the Board at the next annual meeting after attaining age 72.

In addition, the Corporate Governance Guidelines provide that a director who undergoes a significant change with respect to principal employment is required to notify the Nominating and Corporate Governance Committee and offer his or her resignation from the Board. The Nominating and Corporate Governance Committee will then evaluate the facts and circumstances and make a recommendation to the Board whether to accept the offered resignation or request that the director continue to serve on the Board.
Board Effectiveness
The Board and the Committee have been actively focused on refreshment to ensure the Board continues to reflect an appropriate mix of skills, attributes and experiences.
Steps to improve Board Effectiveness
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Outcomes

Regular evaluation of the Board in light of the Company’s strategy

Identify director candidates with diverse backgrounds and experiences

Retirement age policy

Commitment to robust director succession planning

Annual Board and committee performance self-evaluations

Average director tenure of approximately 6 years

>57% of Board nominees are gender or racially/ethnically diverse

Experience reflected in recent Board additions includes:

Customer relations experience

Cyber / IT / Digital experience

Environmental / Sustainability experience

Financial experience

Human capital management / DE&I experience

Utilities / Regulatory / Governmental  experience

Operations experience

Active executive
Board Diversity
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Consideration of Director Nominees
The Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with the Company’s Policy Regarding Nominations of Directors (“Director Nomination Policy”), a copy of which can be found on the Company’s website. The Nominating and Corporate Governance Committee will consider as a candidate any director of the Company who has indicated to the Nominating and Corporate Governance Committee that he or she is willing to stand for re-election as well as any other person who is recommended by any shareholders of the Company, as set forth in the Director Nomination Policy. The Nominating and Corporate Governance Committee will evaluate shareholder recommendations using the same process it follows for other
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candidates. The Nominating and Corporate Governance Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees.
In considering a potential nominee for the Board, shareholders should note that in selecting candidates, the Nominating and Corporate Governance Committee endeavors to find individuals of high integrity who have a solid record of leadership and accomplishment in their chosen fields and who display the independence to effectively represent the best interests of all shareholders. Candidates are selected for their ability to exercise good judgment, to provide practical insights and diverse perspectives and to contribute to the regular refreshment of skill sets represented on the Board. Candidates also will be assessed in the context of the then-current composition of the Board, the average tenure of the Board, the operating requirements of the Company and the long-term interests of all shareholders. When conducting searches for new directors, the Committee will use its best efforts to include among the pool of candidates women and racially or ethnically diverse candidates, and any third-party search firm engaged by the Committee will be asked to use its best efforts to include such candidates in the pool of candidates. In connection with its assessment and recommendation of candidates for director, the Nominating and Corporate Governance Committee will consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills), director tenure, board refreshment and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process.
The Nominating and Corporate Governance Committee considers the following qualifications at a minimum in recommending to the Board potential new Board members, or the continued service of existing members:

the highest professional and personal ethics;

broad experience in business, government, education or technology;

ability to provide insights and practical wisdom based on their experience and expertise;

commitment to enhancing shareholder value;

sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to a reasonable number;

compliance with legal and regulatory requirements;

ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management of the Company; and

independence; a substantial majority of the Board shall consist of independent directors, as defined by the Company’s Director Nomination Policy. See “— Board Structure — Director Independence” below.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. The Nominating and Corporate Governance Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules. In addition, because the Company is committed to maintaining its tradition of diversity and inclusion within the Board, each assessment and selection of director candidates will be made by the Nominating and Corporate Governance Committee in compliance with the Company’s policy of non-discrimination based on race, color, religion, sex, national origin, ethnicity, age, disability, veteran status, pregnancy, marital status, sexual orientation or any other reason prohibited by law. The Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Company’s long-term business interests.
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The Company’s Director Nomination Policy requires all directors standing for re-election to agree that in the event that any director fails to obtain the required majority vote at an annual meeting of shareholders, such director will tender his or her resignation as a director. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to such tendered resignation.
The Board’s Role and Responsibilities
Overview
The Board oversees the strategic direction of the Company in the long-term interests of the Company and its shareholders. The Board’s major responsibilities include:

Overseeing enterprise risk management, including sustainability and environment, social and governance matters;

Reviewing and approving strategic and operating plans, financial objectives and other significant actions;

Creating and maintaining an effective governance structure, including appropriate Board composition and planning for Board succession;

Overseeing our legal, regulatory and ethical compliance programs, including those relating to the preparation of financial statements and other public disclosures;

Evaluating Executive Chairman, CEO and senior management performance and determining executive compensation; and

Planning for Executive Chairman and CEO succession and monitoring management’s succession planning for other key executive officers.
Risk Oversight Process
Given the importance of monitoring risks, the Board has charged its Audit and Risk Committee with oversight responsibility of the Company’s overall enterprise risk management process, which includes the identification, assessment, mitigation and monitoring of risks on a Company-wide basis. Our enterprise risk management program is a comprehensive, consistently applied management framework that is designed to ensure all forms of risk and opportunity are identified, reported and managed in an effective manner. Risk management is embedded into business processes and key decision-making at all levels of the Company.
The Audit and Risk Committee meets on a regular basis to review enterprise risk management processes, at which time applicable members of senior management provide reports to the Audit and Risk Committee. The Audit and Risk Committee coordinates with other committees of the Board having primary oversight responsibility for specific risks (see “— BOARD COMMITTEES” below). Each of the Board’s standing committees receives regular reports from members of senior management concerning its assessment of Company risks within the purview of such committee. Each such committee also has the authority to engage independent advisers. The risks that are not specifically assigned to a Board committee are considered by the Audit and Risk Committee through its oversight of the Company’s enterprise risk management process. The Audit and Risk Committee then discusses with members of senior management methods to mitigate such risks.
Notwithstanding the Board’s oversight delegation to the Audit and Risk Committee, the entire Board is actively involved in risk oversight. The Audit and Risk Committee annually reviews for the Board which committees maintain oversight responsibilities described above and the overall effectiveness of the enterprise risk management process. In addition, at each of its meetings, the Board receives a report from the Chair of the Audit and Risk Committee, as well as from the Chair of each of the Board’s other standing committees identified below, each of which is chaired by an independent director in accordance with the committee charters. Through the process outlined above, the Board believes that its leadership structure provides effective oversight of the Company’s risk management.
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Oversight of Risks Associated with Environmental, Social and Governance Matters
We are committed to operating in a sustainable manner and are doing this by carefully balancing our key responsibilities to our customers and the communities we serve, our employees, our shareholders, and the environment. Reflecting this balanced approach to sustainability, Ameren’s commitment to strong corporate governance includes policies and principles that integrate ESG matters into our broader risk management and strategic planning initiatives. We are focused on ensuring that our corporate governance and enterprise risk management practices protect and enhance long-term shareholder value and reflect our environmental stewardship.
Working closely with the Nuclear, Operations and Environmental Sustainability Committee, the full Board of Directors oversees environmental matters as they relate to policy and strategy, including those related to planning for the potential implications of climate-related risks. The Board routinely considers environmental issues (including climate issues) and assesses how they impact the Company’s operations, strategies and risk profile. The Board is similarly focused on the Company’s social impact and regularly reviews the Company’s strategic initiatives that support its commitments to provide safe, reliable and affordable service for the communities in which the Company operates, including the development of a safety-first culture, charitable contributions and other economic support for customers and communities, and supplier and workforce diversity programs. The Company’s directors engage in vigorous discussions regarding these issues in which they express and consider diverse points of view. The Board has a depth and range of skills that make it well-positioned to address the risks and opportunities associated with environmental, social and governance issues. These include extensive energy industry, operational, strategic planning, financial, cyber, and regulatory experience, as well as environmental, sustainability and legal expertise. In addition to the Board’s direct oversight, standing committees of the Board have the following responsibilities:

The Audit and Risk Committee oversees Ameren’s enterprise risk management program, which includes strategic, operational and cybersecurity risks, as well as the processes, guidelines, and policies for identifying, assessing, monitoring, and mitigating such risks.

The Nuclear, Operations and Environmental Sustainability Committee oversees and reviews the Company’s operations, including safety, performance, environmental and compliance issues, and risks, policies, and performance related to environmental sustainability matters, including those related to climate change and water resource management. Senior management updates the Nuclear, Operations and Environmental Sustainability Committee on all aspects of the Company’s operations throughout the year, including long-term generation planning, compliance with environmental regulations and environmental sustainability matters.

The Nominating and Corporate Governance Committee oversees the Company’s corporate governance, which includes review of the Company’s proxy statements, shareholder proposals, the Company’s responses to shareholder proposals and any reports the Company issues in response to shareholder proposals.
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The Human Resources Committee oversees executive compensation practices and policies, including the integration of environmental, social and governance measures, and human capital management practices and policies, including those related to diversity, equity and inclusion.
We provide extensive information regarding our sustainability initiatives through our website, including in our annual sustainability report, our responses to the annual climate change and water surveys conducted by CDP, an ESG investor presentation, and our filings with the SEC. In addition, we were among the initial steering committee members of and annually produce a report in accordance with the Edison Electric Institute’s (“EEI”) and American Gas Association’s (“AGA”) ESG and sustainability-related reporting program. This program has developed a reporting framework to enable utility companies to provide the financial sector with key ESG and sustainability information on a more uniform and consistent basis. Our EEI/AGA ESG/Sustainability reports under this framework, which are available on our website at www.amereninvestors.com, include greenhouse gas emissions data, including 2005 baseline data, other ESG data, and a qualitative section with a discussion of the company’s ESG and sustainability strategy and governance. We also issue a periodic climate risk report that includes analysis of the impact of technological and policy changes that are consistent with limiting global warming, and we have published a report on our responsible management of coal combustion residuals. Additionally, we have posted a Task Force on Climate-related Financial Disclosures (“TCFD”) and Sustainability Accounting Standards Board (“SASB”) mapping of sustainability data on www.amereninvestors.com. Some of the reports contain cautionary statements regarding the forward-looking information included in those reports, include statistics or metrics that are estimates, make assumptions based on developing standards that may change and provide targets or goals that are not intended to be promises or guarantees. The reports may also change at any time and we expect updated versions will be posted on our website. Neither our website nor any of the reports or information included therein, including the reports and documents mentioned in this paragraph or elsewhere in this proxy statement are incorporated by reference to this proxy statement.
Human Capital Management
Under its charter, the Human Resources Committee is responsible for reviewing and discussing with management the Company’s human capital management practices and policies, including diversity, equity and inclusion initiatives. In accordance with these responsibilities, the Human Resources Committee receives regular updates from management regarding key human capital risks and initiatives, including those that relate to diversity, equity and inclusion, workforce demographics and pay equity, organizational structure, and leadership development. In 2021, the Board also held a focused development session regarding the Company’s initiatives to drive strategy execution through the Company’s culture, including the overall workforce strategy and related risks, diversity, equity and inclusion, and processes used by management to assess progress on strategic culture initiatives.
Management Succession Planning
The Board, consulting with the Human Resources Committee, the Executive Chairman, Chief Executive Officer and others, as it considers appropriate, establishes and reviews policies and procedures regarding succession to the Chief Executive Officer position and other key executive positions in the event of emergency or retirement. In furtherance thereof, the Board and the Human Resources Committee meet periodically in executive session to plan for succession with respect to the position of Chief Executive Officer and to monitor management’s succession planning for other key executives.
Oversight of Risks Associated with Compensation
In evaluating the material elements of compensation available to executives and other Company employees, the Human Resources Committee takes into consideration whether the Company’s compensation policies and practices may incentivize behaviors that might lead to excessive risk taking. The Human Resources Committee, with the assistance of its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), and Company management, reviews the Company’s compensation policies and practices each year for design features that have the potential to encourage excessive risk taking. The program contains multiple design features that manage or mitigate these potential risks, including:

an appropriate balance of fixed and variable pay opportunities;

caps on incentive plan payouts;

the use of multiple performance measures in the compensation program;

measurement of performance at the corporate level;

a mix between short-term and long-term incentives, with an emphasis for executives on rewarding long-term performance;

Committee discretion regarding individual executive awards;
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oversight by non-participants in the plans;

a code of ethics, internal controls and other measures implemented by the Company;

anti-hedging and anti-pledging policies for executives;

a clawback provision in the 2014 Plan (and, if the plan is approved by shareholders, the 2022 Plan) that applies to annual and long-term incentive plan grants; and

stock ownership requirements applicable to members of the Company’s management team (including the NEOs, other officers who are subject to reporting under Section 16 of the Securities Exchange Act of 1934 (collectively, the “Section 16 Officers”), and other members of the Company’s Senior Leadership Team) and stock ownership guidelines applicable to all other members of the Company’s management team.
Based upon the above considerations, the Human Resources Committee determined that the Company’s compensation policies and practices are not reasonably likely to create risks that have a material adverse effect on the Company.
Oversight of Cybersecurity Risks
The Audit and Risk Committee has primary responsibility for oversight of cybersecurity risks, with management reports and discussion dedicated to this topic held in connection with each of the committee’s regularly scheduled meetings. These meetings include updates from senior management on the Company’s cybersecurity program and key initiatives, including risk assessments and audits, reports of investigations into significant cybersecurity events, and risk mitigation activities, including cybersecurity capabilities, controls and insurance. Senior management also provides updates on the Company’s digital strategy and implementation of key initiatives. The Nuclear, Operations and Environmental Sustainability Committee, which has oversight responsibility for operational matters, also receives updates from senior management on physical and cybersecurity matters as they relate to the Company’s operational facilities.
The full Board is also regularly updated on the Company’s cybersecurity program, including focused discussions in the context of its annual strategy sessions and through reporting from the Audit and Risk Committee and the Nuclear, Operations and Environmental Sustainability Committee. In addition, the Board participates in periodic cybersecurity drills to prepare for potential crisis scenarios.
The Company maintains an employee training and compliance program focused on driving awareness and behavior aligned with protecting the Company’s information and digital assets.
Shareholder Outreach and Engagement
The Company maintains an active shareholder engagement program to ensure regular communication with shareholders regarding areas of interest or concern. Each year, we conduct outreach to shareholders owning a significant percentage of our outstanding shares of Common Stock, in addition to presentations at industry and financial conferences and meetings with analysts and investment firms.
The Company’s engagement efforts include investor meetings specifically focused on its sustainability initiatives, including environmental stewardship, social impact, and governance practices, including executive compensation, risk management and oversight. Shareholder feedback and suggestions that we receive are reported to the Nominating and Corporate Governance Committee, the Human Resources Committee, the Nuclear, Operations and Environmental Sustainability Committee, or the entire Board, as applicable, for consideration. Our recent sustainability-focused engagement efforts have influenced:

the addition of oversight responsibilities for environmental sustainability for the Nuclear, Operations and Environmental Sustainability Committee and human capital management for the Human Resources Committee, as discussed in more detail under “— The Board’s Role and Responsibilities — Consideration of Risks Associated with Environmental, Social and Governance Matters above;

the incorporation of an environmental metric into our long-term incentive compensation program and DE&I metrics into our short-term incentive compensation program;

our sustainability reporting, including the information presented in our EEI/AGA ESG/Sustainability reports and our ESG investor presentation, the publication of the Company’s EEO-1 report regarding workforce demographics, the issuance of reports regarding climate risk, coal ash management, and diversity, equity and inclusion initiatives, and our TCFD and SASB disclosure mapping;

development of Company environmental, biodiversity and water policies, a human rights policy statement, and a supplier code of conduct;

the development of Ameren Missouri’s 2020 integrated resource plan;

the creation of an annual Community Voices stakeholder event;
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the presentation of an enhanced director skills and demographics matrix in the proxy statement; and

the presentation of an expanded discussion of our Board of Director refreshment process in the proxy statement.
Board Structure
Board Leadership Structure
The Company’s By-Laws and Corporate Governance Guidelines delegate to the Board of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Board and Chief Executive Officer. The Board annually considers the appropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served at this time by the Board retaining discretion to determine whether the same individual should serve as both Chairman of the Board and Chief Executive Officer. This decision is based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors.
As part of the Company’s recent CEO succession planning process, the Board determined that having Mr. Baxter serve as Executive Chairman and Mr. Lyons serve as President and CEO provides the optimal leadership structure at this time, given the transformational changes taking place in the industry. Mr. Baxter is well-suited to lead the Board as the Company pursues its long-term sustainability goals through the execution of its strategy due to his experience and engagement in federal legislative and regulatory initiatives, including through his leadership roles within industry organizations, as well as his experience with and deep understanding of Company operations, strategy, and ESG issues. He can ensure full Board engagement, balanced by a primarily independent Board with a strong Lead Director role that further supports engaged oversight.
Separating the CEO role allows Mr. Lyons to focus on leading all aspects of the Company’s strategy development and execution, including all day-to-day operational, financial, regulatory, legal and workforce matters, and allows Mr. Baxter to lead the Board in its oversight, advisory and risk management roles, with additional responsibility for energy and economic policy matters and engagement with key stakeholders. In making its determination to separate the Chairman and CEO roles, the Board also took into account elements of its governance framework that promote independent and balanced oversight:

pursuant to the Company’s Corporate Governance Guidelines, when the Chairman of the Board is an employee of the Company, the Company has a designated independent Lead Director (as defined and discussed below), selected by the Company’s Nominating and Corporate Governance Committee and ratified by vote of the independent directors, with clearly delineated and comprehensive duties and responsibilities as set forth in the Company’s Corporate Governance Guidelines, which provides the Company with a strong and appropriate counterbalancing governance and leadership structure that is designed so that independent directors exercise oversight of the Company’s management and key issues, including strategy and risk;

only independent directors chair and serve on all standing Board committees, including the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee;

independent directors hold executive sessions of the Board at every regularly scheduled Board meeting that are led by the Lead Director, outside the presence of the Chairman, the Chief Executive Officer or any other Company employee, and meet in private session with the Chief Executive Officer at every regularly scheduled Board meeting;

the Company has established a Policy Regarding Communications to the Board of Directors for all shareholders and other interested parties; and

a non-independent Chairman of the Board continues to be the principal board leadership structure among S&P 500 companies in the United States, including the Company’s peer companies.
The Board recognizes that, depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. The Board is committed to reviewing this determination on an annual basis, applying the perspectives of its diverse and engaged members to achieve a leadership structure that it believes is in the best interests of the Company and its stakeholders.
Lead Independent Director
According to the Company’s Corporate Governance Guidelines, when the Chairman of the Board is the Chief Executive Officer or an employee of the Company, the Nominating and Corporate Governance Committee of the Board of Directors will select an independent director to preside at or lead the executive sessions (which selection will be ratified by vote of the independent directors of the Board of
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Directors) (the “Lead Director”). The Company’s Corporate Governance Guidelines provide that the Lead Director is elected annually to serve a one-year term. The Corporate Governance Guidelines also set forth the Lead Director’s authority, duties and responsibilities, as follows:

preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

convene and chair meetings of the independent directors in executive session at each Board meeting;

solicit the non-management directors for advice on agenda items for meetings of the Board;

serve as a liaison between the Chairman and the Chief Executive Officer and the independent directors;

call meetings of the independent directors;

collaborate with the Chairman and the Chief Executive Officer in developing the agenda for meetings of the Board and approve such agendas;

consult with the Chairman and the Chief Executive Officer on and approve information that is sent to the Board;

collaborate with the Chairman and the Chief Executive Officer and the Chairs of the standing Board committees in developing and managing the schedule of meetings of the Board and approve such schedules to assure that there is sufficient time for discussion of all agenda items; and

if requested by major shareholders, ensure that he or she is available for consultation and direct communication.
In performing the duties described above, the Lead Director is expected to consult with the Chairs of the appropriate Board committees and solicit their participation. The Lead Director also performs such other duties as may be assigned to the Lead Director by the Company’s By-Laws or the Board of Directors.
Director Independence
Pursuant to NYSE listing standards, the Company’s Board of Directors has adopted a formal set of categorical independence standards with respect to the determination of director independence. These standards are set forth in the Company’s Director Nomination Policy. The provisions of the Director Nomination Policy regarding director independence meet and in some areas exceed the NYSE listing standards. In accordance with the Director Nomination Policy, in order to be considered independent a director must be determined to have no material relationship with the Company other than as a director.
The Director Nomination Policy specifies the criteria by which the independence of our directors will be determined.
Under the Director Nomination Policy, an “independent director” is one who:

has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company;

is not an employee of the Company and no member of his or her immediate family is an executive officer of the Company;

has not been employed by the Company and no member of his or her immediate family has been an executive officer of the Company during the past three years;

has not received and no member of his or her immediate family has received more than $120,000 per year in direct compensation from the Company in any capacity other than as a director or as a pension for prior service during the past three years;

is not currently a partner or employee of a firm that is the Company’s internal or external auditor; does not have an immediate family member who is a current partner of the Company’s internal or external auditor; does not have an immediate family member who is a current employee of the Company’s internal or external auditor and who personally works on the Company’s audit; and for the past three years has not, and no member of his or her immediate family has been a partner or employee of the Company’s internal or external auditor and personally worked on the Company’s audit within that time;

is not and no member of his or her immediate family is currently, and for the past three years has not been, and no member of his or her immediate family has been, part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that employs the director or an immediate family member of the director;

is not an executive officer or an employee, and no member of his or her immediate family is an executive officer, of another company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single year, exceeds the greater of $1 million or two percent of such other company’s consolidated revenues during any of the past three years;

is free of any relationships with the Company that may impair or appear to impair his or her ability to make independent judgments; and
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is not and no member of his or her immediate family is employed as an executive officer of a charitable organization that receives contributions from the Company or a Company charitable trust, in an amount which exceeds the greater of $1 million or two percent of such charitable organization’s total annual receipts.
For purposes of determining a “material relationship,” the following standards are utilized:

any payments by the Company to a director’s primary business affiliation or the primary business affiliation of an immediate family member of a director for goods or services, or other contractual arrangements, must be made in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons; and

the aggregate amount of such payments must not exceed two percent of the Company’s consolidated gross revenues; provided, however, there may be excluded from this two percent standard payments arising from (a) competitive bids which determined the rates or charges for the services and (b) transactions involving services at rates or charges fixed by law or governmental authority.
For purposes of these independence standards, (i) immediate family members of a director include the director’s spouse, parents, stepparents, children, stepchildren, siblings, mother- and father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone (other than domestic employees) who shares the director’s home and (ii) the term “primary business affiliation” means an entity of which the director or the director’s immediate family member is a principal/executive officer or in which the director or the director’s immediate family member holds at least a five percent equity interest.
In accordance with the Director Nomination Policy, the Board undertook its annual review of director and director nominee independence. During this review, the Board considered transactions and relationships between each director and director nominee or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board also considered whether there were any transactions or relationships between directors, nominees or any member of their immediate family (or any entity of which a director, director nominee or an immediate family member is an executive officer, general partner or significant equity holder). As provided in the Director Nomination Policy, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the director or nominee is independent.
In evaluating the independence of directors, the Board considered all transactions between the Company and entities with which the directors and nominees are associated. Directors Brinkley, Dickson, Eder, Harshman and Johnson are affiliated with companies that purchased services from and/or sold services to the Company or its subsidiaries, which services were either rate-regulated or competitively bid. Directors Brinkley, Eder, Fitzsimmons, and Harshman are affiliated with companies that purchased services from and/or sold services to the Company or its subsidiaries, which services were not rate-regulated or competitively bid but which were entered into in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons. In each case, the Board determined that the transactions were significantly below the thresholds under the director independence standards, and under the Company’s own standard for determining “material relationships” and did not affect the directors’ independence.
The Board also reviewed all contributions made by the Company and its subsidiaries to charitable organizations with which the directors or their immediate family members serve as an executive officer. The Board determined that the contributions were consistent with similar contributions, were approved in accordance with the Company’s normal procedures and were under the thresholds of the director independence requirements.
All of the referenced transactions discussed above were ordinary course commercial transactions made on an arm’s-length basis and on terms comparable to those generally available to unaffiliated third parties under the same or similar circumstances. The Board considered each of these transactions and relationships and determined that none of them was material or affected the independence of directors involved under either the general independence standards contained in the NYSE’s listing standards or the categorical standards contained in our Director Nomination Policy.
As a result of this review, the Board, at its meeting in February 2022, affirmatively determined that the following directors are independent under the NYSE listing standards and the standards set forth in the Director Nomination Policy: Cynthia J. Brinkley, Catherine S. Brune, J. Edward Coleman, Ward H. Dickson, Noelle K. Eder, Ellen M. Fitzsimmons, Rafael Flores, Richard J. Harshman, Craig S. Ivey, James C. Johnson, Steven H. Lipstein and Leo S. Mackay, Jr.; and that Warner L. Baxter, as Executive Chairman of the Company, and Martin J. Lyons, Jr., as President and Chief Executive Officer of the Company, are not independent under the NYSE listing standards and the Director Nomination Policy.
As required under the terms of their respective charters, all members of the Audit and Risk Committee, the Human Resources Committee, the Nominating and Corporate Governance Committee, the Nuclear, Operations and Environmental Sustainability Committee and the Finance Committee of the Board of Directors are independent under the standards set forth in the Director Nomination Policy.
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Executive Sessions of Independent Directors
The independent directors meet privately in executive sessions to consider such matters as they deem appropriate, without management being present, as a routinely scheduled agenda item for every Board meeting. During 2021, all directors other than Mr. Baxter were independent (see “— Board Structure — Director Independence above). Richard J. Harshman, who currently serves as the Lead Director, presides at the executive sessions. The Lead Director’s duties also include those detailed under “— Board Structure — Board Leadership Structure above.
Board Committees
The Board of Directors has a standing Audit and Risk Committee, Finance Committee, Human Resources Committee, Nominating and Corporate Governance Committee, and Nuclear, Operations and Environmental Sustainability Committee, the chairs and members of which are recommended by the Nominating and Corporate Governance Committee, appointed annually by the Board and are identified below. Each committee is comprised entirely of non-management directors, each of whom the Board of Directors has determined to be “independent” as defined by the relevant provisions of the Sarbanes-Oxley Act of 2002, the NYSE listing standards and the Director Nomination Policy. A more complete description of the duties of each standing Board committee is contained in each standing Board committee’s charter available at www.amereninvestors.com/corporate-governance.
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Corporate Governance
Audit and Risk Committee
Meetings in 2021: 13
Chair
J. Edward Coleman
Other Members
Catherine S. Brune
Ward H. Dickson
Noelle K. Eder
Leo S. Mackay, Jr.
Each of J. Edward Coleman and Ward H. Dickson has been determined by the Board to qualify as an “audit committee financial expert” as that term is defined by the SEC. The Board has also determined that each committee member is “financially literate” within the meaning of the NYSE listing standards.

Appoints and oversees the independent registered public accountants; pre-approves all audit, audit-related services and non-audit engagements with independent registered public accountants.

Ensures that the lead and concurring audit partners of the independent accountants are rotated at least every five years, as required by the Sarbanes-Oxley Act of 2002; periodically considers a potential rotation of the independent accountant firm.

Evaluates the qualifications, performance and independence of the independent accountant, including a review and evaluation of the lead partner of the independent accountant, taking into account the opinions of management and the Company’s internal auditors, and presents its conclusions to the full Board on an annual basis.

Approves the annual internal audit plan, annual staffing plan and financial budget of the internal auditors; reviews with management the design and effectiveness of internal controls over financial reporting.

Reviews with management and the independent registered public accountants the scope and results of audits and financial statements, disclosures and earnings press releases.

Reviews with management and independent registered public accountants the Company’s critical accounting policies, current accounting trends and developments that may affect the financial statements, significant changes in the selection or application of accounting principles, the effect of regulatory and accounting initiatives on the Company’s consolidated financial statements, and critical audit matters addressed during the audit.

Reviews the appointment, replacement, reassignment or dismissal of the leader of internal audit or approves the retention of, and engagement terms for, any third-party provider of internal audit services; reviews the internal audit function.

Reviews with management the enterprise risk management processes, which include the identification, assessment, mitigation and monitoring of risks, including strategic, operational and cybersecurity risks, on a Company-wide basis.

Coordinates its oversight of enterprise risk management with other Board committees having primary oversight responsibilities for specific risks.

Oversees an annual audit of the Company’s political contributions; performs other actions as required by the Sarbanes-Oxley Act of 2002, the NYSE listing standards and its Charter.

Reviews with management the results of any cybersecurity risk assessments or audits, reports of investigations into significant cybersecurity events and assessments of the Company’s insurance coverage for significant cybersecurity operational risks.

Reviews investigatory, legal and regulatory matters that may have a material effect on financial statements.

Establishes a system by which employees may communicate directly with members of the Committee about accounting, internal controls and financial reporting deficiency.

Oversees the Company’s enterprise ethics and compliance program, including the Code of Ethics applicable to all of the Company’s directors, officers and employees, and the Company’s Supplemental Code of Ethics for Principal Executive and Senior Financial Officers (see “— Board Practices, Policies and Processes — Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct” below); the identification and adherence to compliance obligations; and Company governance processes and policies.
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Human Resources Committee
Meetings in 2021: 8
Chair
James C. Johnson
Other Members
Cynthia J. Brinkley
Richard J. Harshman
Steven H. Lipstein

Reviews and approves objectives relevant to the compensation of the Chief Executive Officer of the Company and Presidents of its subsidiaries as well as other executive officers.

Administers and approves awards under the incentive compensation plan.

Administers and approves executive employment agreements, severance agreements and change of control agreements, if any.

Reviews with management, and prepares an annual report regarding, the Compensation Discussion and Analysis section of the Company’s proxy statement.

Recommends to the Board amendments to those pension plans sponsored by the Company or any of its subsidiaries, except as otherwise delegated.

Reviews with management the Company’s human capital management practices, including diversity, equity and inclusion initiatives.

Performs other actions as required by the NYSE listing standards and its Charter, including the retention of outside compensation consultants and other outside advisors.

Reviews the Company’s compensation policies and practices to determine whether they encourage excessive risk taking.

Assists the Board of Directors in overseeing the development of executive succession plans.
Nominating and Corporate Governance Committee
Meetings in 2021: 6
Chair
Catherine S. Brune
Other Members
Noelle K. Eder
Rafael Flores
James C. Johnson
Steven H. Lipstein

Adopts policies and procedures for identifying and evaluating director nominees; identifies and evaluates individuals qualified to become Board members and director candidates, including individuals recommended by shareholders.

Oversees the annual self-assessments of the Board and its committees.

Reviews the Board’s policy for director compensation and benefits.

Establishes a process by which shareholders and other interested persons will be able to communicate with members of the Board.

Develops and recommends to the Board corporate governance guidelines; oversees the Company’s Related Person Transactions Policy (see “— Board Practices, Policies and Processes — Related Person Transactions Policy” below).

Assures that the Company addresses relevant public affairs issues from a perspective that emphasizes the interests of its key constituents (including, as appropriate, shareholders, employees, communities and customers); reviews and recommends to the Board shareholder proposals for inclusion in proxy materials.

Reviews semi-annually with management the performance for the immediately preceding six months regarding constituent relationships (including, as appropriate, relationships with shareholders, employees, communities and customers).

Performs other actions as required by the NYSE listing standards and its Charter, including the retention of independent legal counsel and other advisors.
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Corporate Governance
Nuclear, Operations and Environmental Sustainability Committee
Meetings in 2021: 8
Chair
Richard J. Harshman
Other Members
Cynthia J. Brinkley
Ellen M. Fitzsimmons
Rafael Flores
Craig S. Ivey
Leo S. Mackay, Jr.

Oversees and reviews the Company’s nuclear and other electric generation and electric and gas transmission and distribution operations, including safety (including emergency preparedness and response), environmental matters, plant physical and cyber security, performance and compliance issues and risk management policies and practices related to such operations.

Reviews the impact of any significant changes in, and oversees compliance with, laws, regulations and standards specifically related to the Company’s facilities and operations.

Reviews significant inquires from and the results of major inspections and evaluations by regulatory agencies and oversight groups and management’s response thereto.

Reviews the Company’s policies, practices, programs and performance related to environmental sustainability, as well as significant communications and reporting to stakeholders regarding environmental sustainability matters.

Reviews and reports to the Board on the effectiveness of management in operating and managing, and the principal risks (including regulatory, reputational, business continuity, and environmental sustainability risks, including those related to climate change and water resource management) related to the Company’s operating facilities, including the Company’s nuclear energy center.

Reviews and provides input to the Human Resources Committee on appropriate safety, environmental sustainability and operational goals to be included in the Company’s executive compensation programs and plans.

Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors.
Finance Committee
Meetings in 2021: 7
Chair
Ward H. Dickson
Other Members
J. Edward Coleman
Ellen M. Fitzsimmons
Craig S. Ivey

Oversees overall financial policies and objectives of the Company and its subsidiaries, including capital project review and approval of financing plans and transactions, investment policies and rating agency objectives.

Reviews and makes recommendations regarding the Company’s dividend policy.

Reviews and recommends to the Board the capital budget of the Company and its subsidiaries; reviews, approves and monitors all capital projects with estimated capital expenditures of between $25 million and $50 million; recommends to the Board and monitors all capital projects with estimated capital costs in excess of $50 million.

Reviews and recommends to the Board the Company’s and its subsidiaries’ debt and equity financing plans.

Oversees the Company’s commodity risk assessment process, system of controls and compliance with established risk management policies and procedures.

Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors.
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Board Practices, Policies and Processes
History of Commitment to Good Governance Practices
The Company has a history of strong corporate governance practices and is continuously focused on ensuring that its corporate governance practices protect and enhance long-term shareholder value. The Company’s commitment to good corporate governance is demonstrated through practices such as:
BOARD OF DIRECTORS
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Our entire Board is elected annually.
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A majority voting standard is used to elect all directors.
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Our Board is comprised entirely of independent directors, except for our Executive Chairman and our President and Chief Executive Officer.
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We have an independent Lead Director with clearly delineated and comprehensive duties and responsibilities.
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We maintain a director retirement age of 72.
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We require directors who undergo a significant change in their principal employment to offer their resignation to the Nominating  and Governance Committee for its consideration.
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Only independent directors chair and serve on all standing Board committees, including the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee of the Board. Each committee operates under a written charter that has been approved by the Board and is reviewed annually. Our independent directors hold executive sessions of the Board at every regularly scheduled Board meeting that are led by the Lead Director, outside the presence of the Chairman, the Chief Executive Officer or any other Company employee, and meet in private session with the Chief Executive Officer at every regularly scheduled Board meeting.
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The Board and each of the Board committees annually reviews its performance, structure and processes in order to assess how effectively it is functioning.
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The Board conducts succession planning on an annual basis and regularly focuses on senior executive development.
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The Board, and the Audit and Risk Committee of the Board, regularly consider key risks facing and regulations applicable to the Company.
SHAREHOLDER RIGHTS
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Shareholders representing not less than 25% of the Company’s outstanding Common Stock have the right to call a special meeting of shareholders.
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We have implemented proxy access for a single shareholder, or a group of up to 20 shareholders, who have held 3% of the Company’s stock for at least 3 years to nominate the greater of 20% of the Board and two directors.
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We do not have a shareholder rights plan (“poison pill”) in place.
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Other than a super-majority requirement (66.67%) to approve mergers as provided by Missouri state statute, we have no super-majority voting requirement for shareholder action.
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Our directors may be removed without cause.
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Corporate Governance
Corporate Governance Guidelines and Policies, Committee Charters and Codes of Ethics
The Board of Directors has adopted Corporate Governance Guidelines, a Director Nomination Policy, a Policy Regarding Communications to the Board of Directors, a Related Person Transactions Policy and written charters for its Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear, Operations and Environmental Sustainability Committee and Finance Committee. The Board of Directors also has adopted the Company’s Code of Ethics applicable to all of the Company’s directors, officers and employees and the Company’s Supplemental Code of Ethics for Principal Executive and Senior Financial Officers. These documents and other items relating to the governance of the Company can be found on our website at www.amereninvestors.com/corporate-governance. These documents are also available in print free of charge to any shareholder who requests them from the Office of the Company’s Secretary. The information on the Company’s website, or any other website referenced in this report, is not incorporated by reference into this proxy statement.
Policy Regarding Communications to the Board of Directors
The Board of Directors has adopted a policy for shareholders and other interested persons to send communications to the Board. Shareholders and other interested persons who desire to communicate with the Company’s directors or a particular director may write to our principal executive offices, to the attention of the Head of Investor Relations: Ameren Corporation, Mail Code 202, 1901 Chouteau Avenue, St. Louis, Missouri 63103. E-mail communications to directors should be sent to directorcommunication@ameren.com. All communications must be accompanied by the following information: if the person submitting the communication is a shareholder, a statement of the number of shares of the Company’s Common Stock that the person holds; if the person submitting the communication is not a shareholder and is submitting the communication to the Lead Director or the non-management directors as an interested party, the nature of the person’s interest in the Company; any special interest, meaning an interest not in the capacity of a shareholder of the Company, of the person in the subject matter of the communication; and the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications received from shareholders and other interested persons to the Board of Directors will be reviewed by the Head of Investor Relations, or such other person designated by all non-management members of the Board, and if such communications are not solicitations, advertisements or other forms of mass mailings, illegal, unduly hostile and non-substantive, trivial, irrelevant or similarly unsuitable, they will be forwarded by the Office of the Secretary to the Lead Director or applicable Board member or members as expeditiously as reasonably practicable.
Annual Assessment of Board, Board Committee and Individual Director Performance
The Board of Directors annually reviews its performance, structure and processes in order to assess how effectively it is functioning. This assessment is implemented and administered by the Nominating and Corporate Governance Committee through an annual Board evaluation. Further, each of the Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear, Operations and Environmental Sustainability Committee and Finance Committee of the Board conducts an annual evaluation of its performance. After reviewing the Board evaluations, the Lead Director discusses the Board’s effectiveness with each director individually. The Lead Director reports to the Board on the Board evaluations, and each committee chair reports to the applicable committee on the committee evaluations. The full Board of Directors discusses the Board evaluation and committee evaluation reports to determine what, if any, action could improve (1) Board and Board committee performance and (2) if necessary, a director’s performance as it relates to the overall effectiveness of the Board. The Nominating and Corporate Governance Committee also considers the performance of all eligible incumbent directors in determining whether to recommend them to the Board as nominees for re-election at the Company’s next annual meeting of shareholders.
Board and Committee Meetings and Annual Meeting Attendance
The Board of Directors held ten meetings during 2021. Each director then serving on the Board attended at least 75 percent of the total meetings of the Board and Board committees on which he or she served during the year. The average attendance rate of all directors at Board and Board committee meetings in 2021 was approximately 98 percent.
The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 2021 annual meeting of shareholders, all of the then-incumbent directors were in attendance.
Standing Board Committee Governance Practices
The standing Board committees focus on good governance practices. These include:
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requiring several meetings to discuss important decisions;
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receiving meeting materials well in advance of meetings; and
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[MISSING IMAGE: tm216176d1-icon_tick4c.jpg]
conducting executive sessions with committee members only.
Director Orientation and Development
Pursuant to the Company’s Corporate Governance Guidelines, the Company provides an orientation program for newly elected directors of the Company. The program, which is conducted no more than six months after the meeting at which the new director is elected, includes:

providing a director reference manual, which includes the Company’s key governance and policy documents, recent SEC filings and other disclosure documents, and other organizational information;

presentations by senior management to familiarize new directors with the Company’s strategic plans; significant financial, accounting and risk management issues; internal and independent auditors; compliance programs, code of ethics, governance practices; significant litigation and regulatory matters; and principal officers and compensation structure; and

subject to applicable safety protocols, visits to the Company’s headquarters, and may include visits to certain of the Company’s significant facilities.
The Board has also established a director development program that provides directors with the opportunity to receive substantive instruction on topical issues relating to the current and evolving responsibilities of directors of public companies and corporate governance matters. Through this program, each director has the opportunity to attend one or more development programs each year. In addition, the Board typically holds a development session in connection with each of its regularly scheduled meetings. These sessions include presentations by internal and external experts on key operational, financial, technology, environmental or governance issues. In 2021, these sessions included presentations on low-carbon technologies, cybersecurity, workforce strategy, federal and state climate change policy and clean energy technologies.
Corporate Governance Guidelines
The Board of Directors, in accordance with NYSE listing standards, has adopted a formal set of Corporate Governance Guidelines, which include certain director commitments and retirement policies, stock ownership requirements for directors, officers and other members of management.
Director Commitments Policy
Pursuant to the Company’s Corporate Governance Guidelines, a non-employee director may not serve on more than four (4) public company boards, including the Board, and a non-employee director who is also an executive of another public company may not serve on more than two (2) public company boards, including the Board, without prior approval of the Board. Employee directors may not serve on more than two (2) public company boards, including the Board, without prior approval of the Board. In addition, no member of the Audit Committee may serve on the audit committee of more than three (3) public companies without the prior approval of the Board. Directors are expected to advise the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee prior to accepting any other company directorship or any assignment to the audit committee or compensation committee of the board of directors of any other company of which such director is a member. Directors accepting a directorship (or equivalent position) with a not-for-profit organization are also expected to advise the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee before or promptly after accepting such a position.
Director Retirement Policy; Change in Employment Policy
Pursuant to the Company’s Corporate Governance Guidelines, directors are expected to resign from the Board at the next annual meeting after attaining age 72. In addition, a director who undergoes a significant change with respect to principal employment is required to notify the Nominating and Corporate Governance Committee and offer his or her resignation from the Board. The Nominating and Corporate Governance Committee will then evaluate the facts and circumstances and make a recommendation to the Board whether to accept the offered resignation or request that the director continue to serve on the Board.
Stock Ownership Requirements
Director Stock Ownership Requirement
The Company has a stock ownership requirement applicable to all of its non-management directors. Under this requirement, as set forth in the Company’s Corporate Governance Guidelines, within five years after initial election to the Board, all non-management
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Corporate Governance
directors are required to own Company Common Stock equal in value to at least five times their base annual cash retainer and hold such amount of stock throughout their directorship.
If at any time a non-management director does not satisfy the stock ownership requirement, such director must retain at least 50 percent of the after-tax shares acquired under Ameren’s equity compensation programs until the stock ownership requirement is satisfied.
All non-management directors currently satisfy the stock ownership requirement, with the exception of Director Mackay, who became a director in 2020 and has until 2025 to meet this requirement, and Director Brinkley, who became a director in 2019 and has until 2024 to meet this requirement.
Management Stock Ownership Requirement
The Company has a stock ownership requirement for members of the Senior Leadership Team (which includes the NEOs) that fosters long-term Common Stock ownership and is intended to align the interests of the Senior Leadership Team and shareholders. As set forth in the Company’s Corporate Governance Guidelines, each member of the Senior Leadership Team is required to own shares of Common Stock valued as a percentage of base salary as follows:

Chairman of the Company: 6 times base salary;

President and Chief Executive Officer of the Company: 6 times base salary;

Chief Financial Officer of the Company and each Company business segment President: 3 times base salary;

Other Section 16 Officers: 2 times base salary; and

All other members of the Senior Leadership Team: 1 times base salary.
If at any time a member of the Senior Leadership Team does not satisfy the applicable stock ownership requirement, such member must retain at least 75 percent of the after-tax shares he or she acquires upon the vesting and settlement of (i) awards that are then outstanding under the Company’s equity compensation programs and (ii) any future awards granted under the Company’s equity compensation programs, until the applicable stock ownership requirement is satisfied. All NEOs are in compliance with the stock ownership requirements, including taking into account any base salary increases for fiscal year 2022.
Related Person Transactions Policy
The Board of Directors has adopted the Ameren Corporation Related Person Transactions Policy. This written policy provides that the Nominating and Corporate Governance Committee will review and approve Related Person Transactions (as defined below); provided that the Human Resources Committee will review and approve the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose annual compensation exceeds $120,000. The Chair of the Nominating and Corporate Governance Committee has been delegated authority to act between Nominating and Corporate Governance Committee meetings.
The policy defines a “Related Person Transaction” as a transaction (including any financial transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000 and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest, other than: (1) competitively bid and the lowest bid is accepted or regulated public utility services transactions; (2) transactions involving trustee type services; (3) transactions in which the Related Person’s interest arises solely from ownership of Company equity securities and all equity security holders received the same benefit on a pro rata basis; (4) an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction if (i) the compensation arising from the relationship or transaction is or will be reported pursuant to the SEC’s executive and director compensation proxy statement disclosure rules or (ii) the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under the SEC’s executive and director compensation proxy statement disclosure rules as compensation earned for services to the Company if the executive officer was a named executive officer as that term is defined in the SEC’s executive and director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to our Board of Directors for approval, by the Human Resources Committee of our Board of Directors; or (5) compensation of or transaction with a director, if the compensation or transaction is or will be reported pursuant to the SEC’s executive and director compensation proxy statement disclosure rules.
A “Related Person” is defined as (1) each director, director nominee and executive officer of the Company, (2) any person who is known by the Company (or any subsidiary of the Company) to be the beneficial owner of more than five percent of any class of the Company’s
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voting securities, (3) immediate family members of the foregoing persons and (4) any entity in which any of the foregoing persons is  a general partner or principal or in a similar position or in which such person and all of the other Related Persons have a ten percent or greater beneficial interest. “Immediate family member” is defined as any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner of the Company, and any person (other than domestic employees) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner.
The Office of the Secretary of the Company assesses whether a proposed transaction is a Related Person Transaction for purposes of the policy.
The policy recognizes that Related Person Transactions may, in some circumstances, be in the best interests of the Company and its shareholders.
The approval procedures in the policy identify the factors the Nominating and Corporate Governance Committee will consider in evaluating whether to approve or ratify Related Person Transactions or material amendments to pre-approved Related Person Transactions. The Nominating and Corporate Governance Committee will consider all of the relevant facts and circumstances available to the Nominating and Corporate Governance Committee, including (if applicable) but not limited to: the benefits to the Company; the actual or apparent conflict of interest of the Related Person in the event of the Related Person Transaction, including, but not limited to, the impact on a director’s independence; the availability and costs of other sources for comparable products or services; the terms of the transaction; the terms available to or from unrelated third parties or to employees generally; and an analysis of the significance of the transaction to both the Company and the Related Person. The Nominating and Corporate Governance Committee will approve or ratify only those Related Person Transactions (a) that are in compliance with applicable SEC rules and regulations, NYSE listing requirements and the Company’s policies, including but not limited to the code of ethics and (b) that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Nominating and Corporate Governance Committee determines in good faith. The policy provides for the pre-approval by the Nominating and Corporate Governance Committee of certain Related Person Transactions up to one year prior to the commencement of the transaction. The Human Resources Committee will review and approve on an annual basis the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose total annual compensation exceeds $120,000.
Based on the standards described above and certain determinations made by the Board discussed under “— Board Structure — Director Independence,” we had no Related Person Transactions in 2021.
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Director Compensation
The following table sets forth the compensation paid to non-management directors for fiscal year 2021, other than reimbursement for travel expenses related to their service on the Board of Directors and its committees.
2021 DIRECTOR COMPENSATION TABLE
Name
Fees
Earned or
Paid in
Cash(1)
($)
Stock
Awards(2)
($)
Change In Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(3)
($)
All Other
Compensation
($)
Total
($)
Cynthia J. Brinkley 122,500 145,035 267,535
Catherine S. Brune 127,500 145,035 272,535
J. Edward Coleman 127,500 145,035 272,535
Ward H. Dickson 124,896 145,035 269,931
Noelle K. Eder 121,736 145,035 266,772
Ellen M. Fitzsimmons 120,000 145,035 265,035
Rafael Flores 120,000 145,035 265,035
Richard J. Harshman 160,000 145,035 305,035
Craig S. Ivey 121,736 145,035 266,772
James C. Johnson 125,000 145,035 270,035
Steven H. Lipstein 117,500 145,035 262,535
Leo S. Mackay, Jr. 125,000 145,035 270,036
Stephen R. Wilson4 43,403 145,035 188,438
(1)
Represents the cash retainer and fees for service on the Board of Directors and its committees, including amounts deferred pursuant to the Director Deferred Compensation Plan (as defined and described in more detail below).
(2)
Annual grants of immediately vested shares of the Company’s Common Stock valued at approximately $145,000 were awarded to Directors Brinkley, Brune, Coleman, Dickson, Eder, Fitzsimmons, Flores, Harshman, Ivey, Johnson, Lipstein, Mackay and Wilson on January 2, 2021. Certain of such shares of Company Common Stock were deferred as deferred Stock Units (as defined and described in more detail below). As of December 31, 2021, Director Coleman had 13,700 deferred Stock Units, Director Dickson had 6,217 deferred Stock Units, Director Eder had 6,217 deferred Stock Units, Director Flores had 11,792 deferred Stock Units, Director Harshman had 1,908 deferred Stock Units, Director Ivey had 6,217 deferred Stock Units, Director Johnson had 19,939 deferred Stock Units, and Director Mackay had 1,908 deferred Stock Units accumulated in their deferral accounts from deferrals of annual stock awards, including additional deferred Stock Units credited as a result of dividend equivalents earned with respect to the deferred Stock Units (see “— Directors Deferred Compensation Plan Participation” below).
(3)
Ameren does not have a pension plan for non-management directors. There were no above-market or preferential earnings on deferred compensation in 2021 (see “— Directors Deferred Compensation Plan Participation” below).
(4)
Stephen R. Wilson retired from the Board of Directors effective May 6, 2021.
Role of Director Compensation Consultant
The Nominating and Corporate Governance Committee directly retains Meridian to advise it with respect to director compensation matters. During 2021, Meridian conducted an outside director market pay analysis for the Nominating and Corporate Governance Committee, as discussed further under “— Director Compensation — Fees and Stock Awards” below, and attended a Nominating and Corporate Governance Committee meeting to discuss the analysis. Pursuant to policies and procedures established by the Board of Directors for the purpose of determining whether the work of any compensation consultant raised any conflict of interest, the Nominating and Corporate Governance Committee determined that with respect to director compensation-related matters, no conflict of interest was raised by the work of Meridian.
Fees and Stock Awards
The compensation program for non-management directors is reviewed on an annual basis by the Nominating and Corporate Governance Committee with a view to provide a pay program that compensates non-management directors based on the median of the
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compensation opportunities provided by similar utility industry companies. During 2021, this review, in consultation with the Nominating and Corporate Governance Committee’s independent director compensation consultant, included an evaluation of a comparative peer group of companies that was identical to the 2021 PSU peer group (as discussed under “— Compensation Discussion and Analysis PSU Peer Group” below) to determine the overall competitiveness of pay and prevalence of program features of Ameren’s director compensation program.
As a result of the Nominating and Corporate Governance Committee’s annual review, the Board of Directors approved the following changes to the non-management director compensation program, effective January 1, 2022, to make director pay more uniform among its members: increasing the annual cash retainer by $25,000, increasing the annual and initial grants of Company Common Stock by $5,000, increasing the Human Resources Committee chair retainer by $2,500, increasing the Nominating and Corporate Governance Committee and Finance Committee chair retainers by $5,000, and eliminating all committee member retainers. The 2022 non-management director compensation program consists of the following cash and stock-based compensation:
Annual Cash Retainer

$125,000
Additional Cash Retainer for Committee Chairs

$20,000
Additional Cash Retainer for Lead Director

$30,000
Equity Compensation

Annual Grant (on or about January 1)

$150,000 of Common Stock

Upon Initial Election to the Board

$150,000 of Common Stock (pro-rated for portion of the calendar year for which a new director serves)
Other Benefits

Reimbursement of customary and usual travel expenses related to Board and committee service

Eligibility to participate in a nonqualified deferred compensation program as described below
Directors Deferred Compensation Plan Participation
The Ameren Corporation Deferred Compensation Plan for Members of the Board of Directors, as amended (the “Directors Deferred Compensation Plan”), offers non-management directors the option to defer all or part of their annual cash retainers, meeting fees and Company Common Stock share awards as described below. In 2021, each of Directors Brinkley, Eder and Ivey elected to defer all of his or her annual cash retainers. Each of Directors Coleman, Dickson, Eder, Harshman, Ivey, Johnson and Mackay elected to defer all of his or her 2021 stock award under the Directors Deferred Compensation Plan. There are no above-market or preferential earnings on compensation deferred with respect to deferrals made by any of our non-management directors.
All deferrals of Company Common Stock awards pursuant to the Directors Deferred Compensation Plan are converted to “Stock Units,” representing each share of Company Common Stock awarded to and deferred by the participant. Stock Units are not considered actual shares of Company Common Stock, and participants have no rights as an Ameren shareholder with respect to any Stock Units until shares of Company Common Stock are delivered in accordance with the Directors Deferred Compensation Plan. Participants will have the right to receive dividend equivalents on Stock Units as of each dividend payment date, which are to be converted to additional Stock Units on the dividend payment date in accordance with the 2014 Plan. The price used for converting dividend equivalents to additional Stock Units is the same as the price used for calculating the number of additional shares purchased as of such dividend payment date by Ameren’s Deferred Compensation Plan record keeper.
All payments under the Directors Deferred Compensation Plan relating to deferrals of a director’s Company Common Stock award (including dividend equivalents which will be converted into additional Stock Units) will be made in the form of one share of Company Common Stock for each whole Stock Unit and cash equal to the fair market value of each fraction of a Stock Unit credited to the participant’s account.
A participant director may choose to receive the deferred amounts upon ceasing to be a member of the Company’s Board of Directors at age 55 or over in a lump sum payment or in installments over a set period of up to 15 years. However, in the event a participant ceases being a member of the Company’s Board of Directors prior to age 55, the balance in such participant’s deferral account shall be distributed in a lump sum to the participant within 30 days of the date the participant ceases being a member of the Company’s Board of Directors. In the event a participant ceases being a member of the Company’s Board of Directors prior to age 55 and after the occurrence of a Change of Control (as hereinafter defined under “— Compensation Tables and Narrative Disclosures — Potential
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Corporate Governance
Payments upon Termination or Change of Control”), the balance in such director’s deferral account, with any interest payable, shall be distributed in a lump sum to the director within 30 days after the date the director ceases being a member of the Company’s Board of Directors. In the event that the Company ceases to exist or is no longer publicly traded on the NYSE or the NASDAQ Stock Market (“NASDAQ”), upon the occurrence of such Change of Control, any Stock Units held by a participating director will be converted to a cash value upon the Change of Control and thereafter will be credited with interest until distributed. The cash value of the Stock Unit will equal the value of one share of Company Common Stock based upon the closing price on the NYSE or NASDAQ on the last trading day prior to the Change of Control.
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Executive Compensation Matters
ITEM 2
Advisory Vote to Approve Executive Compensation (Say-on-Pay)

The Company is asking shareholders to approve, on an advisory basis, the compensation of the executives named in the 2021 Summary Compensation Table in this proxy statement (the “Named Executive Officers”, or “NEOs”).

For more information about the NEOs’ compensation, please see the Executive Compensation discussion on pages 48-81.
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Board Recommendation for Advisory Vote to Approve Executive Compensation (Say-on-Pay)
Your Board of Directors unanimously recommends a vote “FOR” the advisory approval of the compensation of the named executive officers disclosed in this proxy statement.
In accordance with Section 14A of the Exchange Act, the Company is providing shareholders with the right to cast an advisory vote to approve the compensation of the NEOs at the Annual Meeting. This proposal, commonly known as a “say-on-pay” proposal, provides shareholders with the opportunity to endorse or not endorse the Company’s compensation program for NEOs through the following resolution:
RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures in this proxy statement.”
Please refer to the section entitled “Executive Compensation” of this proxy statement for a detailed discussion of our executive compensation principles and practices and the 2021 compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation principles and practices and the 2021 compensation of our NEOs.
As an advisory vote, this proposal is not binding on the Company. However, the Board of Directors values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of this vote when developing future compensation programs for NEOs. It is currently expected that shareholders will be given an opportunity to cast an advisory vote on this topic annually, with the next opportunity occurring in connection with the Company’s annual meeting in 2023.
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Executive Compensation Matters
Executive Compensation
The information contained in the following Human Resources Committee Report shall not be deemed to be “soliciting material” or “filed” or “incorporated by reference” in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.
Human Resources Committee Report
The Human Resources Committee (the “Committee”) of the Board of Directors discharges the Board’s responsibilities relating to compensation of the Company’s executive officers. The Committee approves and evaluates all compensation of executive officers, including salaries, bonuses and other compensation plans, policies and programs of the Company. The Committee also fulfills its duties with respect to the Compensation Discussion and Analysis and Human Resources Committee Report portions of the proxy statement, as described in the Committee’s Charter. The Compensation Discussion and Analysis has been prepared by management of the Company.
The Committee met with management of the Company and the Committee’s independent consultant to review and discuss the Compensation Discussion and Analysis. Based on the foregoing review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement, and the Board approved that recommendation.
Human Resources Committee:
James C. Johnson, Chairman
Cynthia J. Brinkley
Richard J. Harshman
Steven H. Lipstein
Compensation Discussion and Analysis
Executive Overview
This Compensation Discussion and Analysis (“CD&A”) describes the compensation decisions made for 2021 with respect to our NEOs, which are listed in the following table.
NAMED EXECUTIVE OFFICERS
Named Executive Officer
Title
Warner L. Baxter
Executive Chairman, Ameren*
Martin J. Lyons, Jr.
President and Chief Executive Officer, Ameren*
Michael L. Moehn
Executive Vice President and Chief Financial Officer, Ameren
Richard J. Mark
Chairman and President, Ameren Illinois
Fadi M. Diya
Senior Vice President and Chief Nuclear Officer, Ameren Missouri
*
From January 1, 2021 to December 31, 2021, Mr. Baxter served as Chairman, President and Chief Executive Officer of Ameren and Mr. Lyons served as Chairman and President of Ameren Missouri.
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2021 Company Business Highlights
The successful execution of our strategy continued to drive strong results in 2021. Key financial and operational highlights include the following:
Financial Highlights

Ameren earned $3.84 per diluted share on a GAAP basis and $3.82 per diluted share on a weather-normalized (non-GAAP) basis in 2021.* The 2021 earnings reflected strong operating performance and the execution of the company’s strategy across all business segments.

Execution of our strategy has driven a strong compound annual earnings per diluted share growth rate from year-end 2013, the year in which we completed the divestiture of our non-rate regulated merchant generation business, to year-end 2021 of approximately 16 percent on a GAAP basis and 8 percent on a weather-normalized core (non-GAAP) basis.*

Ameren shares provided a TSR of approximately 17.1 percent in 2021, including an approximate 7 percent increase in the quarterly dividend during the first quarter of 2021, the eighth consecutive year that the dividend was increased. From December 31, 2013, to December 31, 2021, Ameren shares provided a TSR of approximately 218 percent, which meaningfully exceeded the TSR of the S&P 500 Utility and Philadelphia Utility indices, as well as the S&P 500 index. Ameren’s TSR was also determined to be at the 67th percentile among its peer group for the three-year performance period ended December 31, 2021.

Ameren invested approximately $3.5 billion in energy infrastructure in 2021 to better serve customers, which also drove strong rate base growth of approximately 11 percent, compared with 2020. For the five years ending December 31, 2021, we have invested approximately $13.5 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 10 percent over the same period. These investments have improved the safety and reliability of our electric and natural gas systems, improved the efficiency of our energy centers, are supporting our clean energy transition through development of additional renewable resources and grid modernization, and strengthened our cybersecurity posture while keeping our electric rates competitive and affordable.
Operational and Regulatory Highlights

Ameren’s residential electric rates remained well below the Midwest and national averages.

In 2021, our JD Power residential customer satisfaction scores were approximately 23% better compared to 2013, with Ameren Illinois and Ameren Missouri achieving the first and third residential electric ranking, respectively, among Midwest large utilities.

Our reliability performance remained strong, reflecting a 12% improvement since 2013.

We achieved constructive outcomes in our rate review proceedings with the Missouri Public Service Commission and the Illinois Commerce Commission.

Constructive energy legislation was enacted in Illinois and Missouri that gives Ameren Illinois the option to establish a four-year rate plan. In Missouri, legislation was enacted that enables Ameren Missouri to seek authorization from the Missouri Public Service Commission (“MoPSC”) for the issuance of securitized utility tariff bonds to finance the cost of retiring coal-fired energy centers.

We acquired the Atchison Energy Center, a 300 MW wind generation facility in northwestern Missouri and our second wind energy investment, which will help support compliance with Missouri’s renewable energy standard and support Ameren’s carbon emissions reduction goals.

Ameren Missouri continued implementing its Smart Energy Plan, which was filed with the MoPSC in February 2019. The Smart Energy Plan is designed to modernize Ameren Missouri’s electric infrastructure and includes investments that will upgrade the grid and accommodate more renewable energy.

We continued to make significant investments in our transmission infrastructure to strengthen and modernize the electric grid.

We took further actions to support our commitment to our core value of diversity, equity and inclusion. We once again hosted a DE&I Leadership Summit for our co-workers and community leaders, featuring local and national speakers, as well as community workshops in Missouri and Illinois. We also spent approximately $900 million with minority-, women- and veteran-owned businesses through our robust supplier diversity program in 2021, and we were again named by DiversityInc as the nation’s Top Utility for DE&I in 2021, as well as among the top companies for environmental, social and governance matters. In addition, we were named a Best Place to Work for Disability Equality by the American Association of People with Disabilities and the Disability Equality Index.

We continued our robust energy efficiency programs in both Missouri and Illinois. In 2021, we provided approximately $195 million in funding for these programs, which give our customers the ability to reduce their energy usage and help reduce emissions.
*
See Appendix A for GAAP to weather-normalized core earnings reconciliation.
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Executive Compensation Matters
2021 Executive Compensation Highlights
The Company’s pay-for-performance program led to the following actual 2021 compensation being earned:

2021 annual short-term incentive base awards based on EPS, safety and operational performance, customer-focused and diversity, equity & inclusion measures were earned at 131.6 percent of target, in addition to the individual performance modification discussed below. This payout reflected strong financial and operational performance by the Company in 2021 that was due, in part, to the strong execution of the Company’s strategy, including investing approximately $3.5 billion in capital projects, solid reliability of its operations for the benefit of customers, improved customer satisfaction, strong strategic capital allocation, disciplined cost management and achieving constructive state and federal regulatory outcomes. In consideration of the Company’s overall 2021 safety performance, management recommended and the Human Resources Committee approved a 2 percentage point downward adjustment to the 2021 STIP base award payout to 129.6 percent for all Company officers, including the NEOs.

The PSU long-term incentive awards granted in 2019 were earned at 142.5 percent of target based on our strong TSR relative to the defined PSU peer group over the three-year measurement period (2019-2021), which was primarily driven by share price appreciation of approximately 36 percent. The January 1, 2019 PSU awards increased in value from $65.23 per share on the grant date to $89.01 per share as of December 31, 2021. Ameren’s TSR performance was determined to be at the 67th percentile of the peer group. This strong performance was attributable to the sustained execution of the Company’s strategy that is delivering significant value to customers, the communities the Company serves, and shareholders.
Guiding Objectives
Our objective for compensation of the NEOs is to provide a competitive total compensation program that is based on the size-adjusted median of the compensation opportunities provided by similar utility companies, adjusted for our short- and long-term performance and the individual’s performance. The adjustment for our performance aligns the long-term interests of the NEOs with that of our shareholders to maximize shareholder value.
Our compensation philosophy and related governance features are executed by several specific policies and practices that are designed to align our executive compensation with long-term shareholder interests, including:
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What we do:
What we don’t do:
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Target pay opportunities based on a reasonable range around the size-adjusted median of those provided by similar utility companies, with actual payouts dependent on our corporate short- and long-term performance and the individual’s performance.
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Maintain a short-term incentive program that is entirely performance-based with the primary focus on our EPS and additional focus on safety, operational, customer and DE&I metrics and individual performance.
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Design our long-term incentive program with the primary focus on our TSR versus that of a utility peer group and with additional focus on our clean energy transition.
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Include in our short-term and long-term incentive awards “clawback” provisions that are triggered if the Company makes certain financial restatements, or if the award holder engages in conduct or activity that is detrimental to the Company or violates the confidentiality or customer or employee non-solicitation provisions.
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Maintain stock ownership requirements for our Senior Leadership Team and non-management directors.
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Provide only limited perquisites, such as financial and tax planning.
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Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment.
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Engage an independent compensation consultant who reports directly to the Committee.
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No employment agreements.
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No employee, officer or director is permitted to hedge Ameren securities.
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No executive officer or director is permitted to pledge Ameren securities.
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No tax “gross-up” payments on perquisites.
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No dividends or dividend equivalents paid on unearned incentive awards.
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No repricing or backdating of equity-based compensation awards.
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No excise tax “gross-up” payments except for officers who became participants in the Change of Control Severance Plan prior to October 1, 2009.
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Executive Compensation Matters
Overview of Executive Compensation Program Components
In 2021, our compensation program for the NEOs consisted of several compensation elements, each of which is discussed in more detail below.
Type
Form
Terms
Fixed Pay
Base Salary

Set annually by the Human Resources Committee based upon market data, executive performance and other factors.
Short-term incentives
Cash Incentive Pay

Based upon the Company’s GAAP diluted EPS, safety performance, operational, customer and diversity measures with an individual performance modifier.
Long-term incentives
Performance Share Units (“PSUs”)

60% of the value of the long-term incentive award is granted in the form of PSUs with a performance criteria of TSR compared to utility industry peers over a three-year performance period.

10% of the value of the long-term incentive award is granted in the form of PSUs with a performance criteria that measures renewable generation and energy storage additions, as well as coal-fired energy center retirements, over a three-year performance period, in MW (the “Clean Energy Transition” metric).
Restricted Stock Units (“RSUs”)

30% of the value of the long-term incentive award is granted in the form of time-based RSUs. RSUs have a vesting period of approximately 38 months.
Other
Retirement Benefits

Employee benefit plans available to all employees, including 401(k) savings and pension plans.

Supplemental retirement benefits that provide certain benefits not available due to tax limitations.

Deferred compensation program that provides the opportunity to defer part of base salary and short-term incentives, with earnings on the deferrals based on market rates.
“Double-Trigger” Change of Control Protections

Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment.
Limited Perquisites

Limited perquisites to the NEOs, such as financial and tax planning.
We also provide various health and welfare benefits to the NEOs on substantially the same basis as we provide to all salaried employees.
Each element is reviewed individually and considered collectively with other elements of our compensation program to ensure that it is consistent with the goals and objectives of that particular element of compensation, as well as with our overall compensation program.
Market Data and Compensation Peer Group
In October 2020, Meridian, the Committee’s independent consultant, collected and analyzed comprehensive data regarding similar utility industry companies, including base salary, target short-term incentives (non-equity incentive plan compensation) and long-term incentive opportunities. The data was obtained from a proprietary database maintained by Aon.
Compensation opportunities for the NEOs were compared to the size-adjusted median of the compensation opportunities for comparable positions provided by similar utility companies (the “Market Data”), defined as regulated utility industry companies in a revenue size range approximately one-half to double our size, with limited exceptions (our “compensation peers”). To the extent utility industry data is not available, general industry data is used. The Committee’s independent consultant used statistical techniques to adjust the
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Executive Compensation Matters
data to be appropriate for our revenue size. Our compensation peers have a range of revenues, but because of the use of regression analysis, this did not necessarily impact the Market Data.
We provide compensation opportunities at levels informed by the Market Data and design our incentive plans to pay more or less than the target amount when performance is above or below target performance levels, respectively. Thus, our plans are designed to result in payouts that are market-appropriate given our performance for that year or period.
The companies identified as the “compensation peers” used to develop 2021 compensation opportunities from the above-described data are listed in the graphic below. The list is subject to change each year depending on merger and acquisition activity, the availability of the companies’ data through Aon’s database and the continued appropriateness of the companies in terms of size and industry in relation to the Company.
PSU Peer Group
For purposes of measuring our relative TSR performance for our PSU awards, we use a distinct peer group (the “PSU Peer Group”) that overlaps with the “compensation peers” discussed above. The 2021 PSU Peer Group was established as of December 2020 using the following criteria:

Classified as a “Listed United States Power Company” within S&P Global Intelligence’s Market Intelligence database.

Market capitalization greater than $2 billion.

Minimum S&P credit rating of BBB- (investment grade).

Dividends flat or growing over the last twelve-month period.

Not an announced acquisition target.

Not undergoing a major restructuring.
The 18 companies included in the 2021 PSU Peer Group as of January 1, 2021 are listed in the graphic below. The PSU Peer Group companies are not entirely the same as the compensation peers used for market pay comparisons, because inclusion in this group was not dependent on a company’s revenues relative to Ameren or its participation in an executive pay database. The 2021 PSU Peer Group may be impacted by acquisition and restructuring events. Peer companies engaged in merger and acquisition (“M&A”) transactions within the first 18 months of the performance period are eliminated from the peer group and peer companies engaged in M&A transactions within the second 18 months of the performance period are fixed above or below Ameren based on relative TSR positioning 90 calendar days prior to a public announcement or reputable media or analyst report.
COMPARISON OF COMPENSATION PEER GROUP AND PSU PEER GROUP
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Executive Compensation Matters
Mix of Pay
We believe that both cash compensation and non-cash compensation are appropriate elements of a market-competitive, performance-based, shareholder-aligned total rewards program. Cash compensation is short-term compensation (i.e., base salary and annual incentive awards), while non-cash compensation is generally long-term compensation (i.e., equity-based incentive compensation).
A significant percentage of total compensation is allocated to short-term and long-term incentives as a result of the philosophy mentioned above. During 2021, there was no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term compensation. The allocation between current and long-term compensation was based primarily on competitive market practices relative to base salaries, annual incentive awards and long-term incentive award values. By following this process, the impact on executive compensation is to increase the proportion of pay that is at risk as an individual’s responsibility within the Company increases and to create long-term incentive opportunities that exceed short-term opportunities for NEOs.
2021 Fixed Versus At-Risk Compensation
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2021 Total Cash Versus Equity-Based Compensation
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2021 Short-Term and Long-Term Incentive Compensation Targets
Name
Short-Term Incentive Targets*
Long-Term Incentive Targets*
Baxter
120% 400%
Lyons
75% 300%
Moehn
75% 300%
Mark
70% 170%
Diya
65% 170%
*
As a percentage of base salary.
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Base Salary
Our base salary program is designed to reward the NEOs with market competitive salaries based upon role, experience, competence and sustained performance.
We determine the amount for base salary by referencing the Market Data discussed above. Based on this data and the scope of each NEO’s role, a base salary range was established for each position at +/- 20 percent of the established market rate for the position. The base salary of each NEO is typically managed within this pay range.
In 2020, Mr. Baxter (then Chairman, President and Chief Executive Officer) recommended a 2021 base salary increase for each of the other NEOs considering the executive’s then-current salary in relation to the Market Data, experience and sustained individual performance and results. These recommendations, which took into account the Market Data provided by the Committee’s compensation consultant, were presented to the Committee for discussion and approval at the December 2020 Committee meeting. Increases were approved based on the Market Data and base salary range, experience, individual performance and the need to retain an experienced team. Performance takes into account competence, initiative, leadership and contribution to achievement of our goals.
Short-Term Incentive Compensation
2021 Ameren Short-Term Incentive Plan
The Ameren Short-Term Incentive Plan (“STIP”) for 2021 was designed to reward the achievement of Ameren’s EPS performance goals, as well as the achievement of goals relating to safety performance, operational results, customer-focused measures, and diversity, equity, and inclusion (“DE&I”) results, with modifications based on individual performance. The STIP is designed to incentivize higher annual corporate and individual performance.
After considering overall company strategy, business needs and industry practices, the following changes were made, effective for 2021:

Reduced the EPS weighting from 75 percent to 70 percent;

In alignment with Ameren’s commitment to intensify efforts to advance DE&I and to enact positive change in our company and the communities we serve, two DE&I metrics focused on supplier and workforce diversity (5 percent combined weight) were added to the 2021 STIP; and

Increased the safety co-worker to co-worker (“c2c”) participation rate metric weight from 5 percent to 7.5 percent and decreased the safety c2c coaching metric weight from 5 percent to 2.5 percent. The payout for safety results will be capped at 150% of target if Ameren is not in the top quartile for overall safety results, as measured by lost workdays away.
How the STIP Works
The 2021 STIP was composed of the following components:

Ameren’s EPS (70% weight);

safety, as measured by safety c2c participation rate and coaching interactions (10% weight);

operational performance, as measured by the Callaway Performance Index (“CPI”) (5% weight);

customer-focused measures, including quantitative measures relating to reliability and customer satisfaction (10% weight);

DE&I metrics, including quantitative measures relating to workforce diversity and supplier diversity (5% weight); and

an individual performance modifier.
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Targets for 2021 STIP Performance Metrics
The Committee approved the performance metrics to be included in the STIP, as well as established threshold, target and maximum levels of goals for each of the metrics. Payouts for each measure for performance falling between the established levels were interpolated on a straight-line basis. Following is a description of each metric, as well as key factors that the Committee considers in establishing the related goals:
Earnings Per Share
The STIP includes a principal focus on financial results as measured by the Company’s EPS. The Committee believes EPS is a key indicator of financial strength and performance and is recognized as such by the investment community. The target EPS performance goal under the STIP is established based on the financial budget approved by the Board of Directors and is aligned with the Company’s annual earnings guidance.
Safety Measures
The safety c2c participation rate measures the percentage of employees that have performed at least one c2c safety interaction during a month. A c2c safety interaction is a leading indicator for safety performance that reinforces safety as a core value by enabling employees to recognize and eliminate at-risk behaviors or conditions and reinforce safe behaviors in the workplace, ultimately improving safety outcomes. The safety c2c coaching interaction measures the number of coaching c2cs that have occurred during the year, and is designed to improve the quality of c2c safety interactions by focusing on improving the effectiveness of the individual performing the c2c interaction. The 2021 safety targets were aligned with prior year results.
Operational Measure
The CPI measures overall nuclear energy center performance through an industry standard index comprised of 12 safety and reliability measures. The CPI measures performance over a 12-month period. A higher CPI score indicates better performance. The 2021 CPI target was established in consideration of the energy center being offline for a portion of the year.
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Customer-Focused Measures
SAIFI is a standard customer reliability measure that indicates how often the average customer experiences a sustained interruption over a one-year period. The measure excludes major events (for example, major storms) and is calculated consistent with the Institute of Electrical and Electronics Engineers standards. A lower SAIFI result indicates better performance. The 2021 SAIFI target represented a 4% improvement over the five-year SAIFI average and better than top quartile industry performance.
The JD Power Index measures the top drivers of residential customer satisfaction for the electric power industry, as well as overall satisfaction with each operating business segment. Customer satisfaction is measured based on power quality/reliability, price, billing and payment, communications, corporate citizenship and customer service. The metric is based on the average JD Power scores of Ameren Missouri and Ameren Illinois. The 2021 JD Power target was established based on achieving top quartile performance.
The Ameren Listens Survey measures our customers’ satisfaction with interactions with call center representatives. The score is calculated by the percentage of customers rating their satisfaction as 5 on a 5-point scale. The 2021 Ameren Listens target was established based on sustaining top decile performance.
Diversity, Equity & Inclusion Measures
The Supplier Diversity metric measures the overall total dollars (capital and O&M) that Ameren spends on goods and services with Tier 1 and Tier 2 suppliers who are for-profit businesses that are certified as at least 51% owned, operated and controlled by women, minority and/or veterans. The 2021 Supplier Diversity target was established based on achieving performance above top quartile.
The Workforce Diversity metric measures the percentage improvement in the number of leadership positions filled during the Plan year that included a qualified and diverse slate of candidates when interviews were conducted. A diverse candidate slate includes one or more qualified females, racially and/or ethnically diverse, protected veteran, and/or individuals with disabilities. The 2021 Workforce Diversity metric was established based on achieving a 20% improvement over baseline performance.
Individual Performance Modifier
The 2021 STIP base award for each NEO was subject to upward or downward adjustment for individual performance on key performance variables. These included leadership and the achievement of key operational goals (other than those specifically mentioned in the plan), as applicable and as determined by the Committee. The individual performance modifier for the CEO is determined by the Committee in its sole discretion without involvement of the CEO.
Historically, the Individual Performance Modifier has been used to differentiate performance that is considerably above or below expectations. Such differentiations do not lend themselves to formulas and are applied at the Committee’s discretion.
The Individual Performance Modifier could reduce the base award by up to 25 percent, with the ability to pay zero for poor or non-performance. Increases could be up to 25 percent of the base award, with a potential maximum total award at 200 percent of each NEO’s target opportunity.
Base Award Earned through the Achievement of 2021 STIP Performance Measures
At the February 2022 Committee meeting, management presented 2021 STIP performance metric achievement levels and Mr. Baxter recommended STIP payouts for the NEOs (other than with respect to himself) to the Committee for review. The final performance results approved by the Committee are shown in the table below. These results include a 2 percentage point downward adjustment to the 2021 STIP base award payout to 129.6% for all Company officers, including the NEOs, which was made upon the recommendation of management in consideration of overall 2021 safety performance.
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*
Actual performance results for the 2021 safety metrics would result in a 200% payout; however, under the terms of the 2021 STIP, both safety metrics are capped at 150% payout because 2021 lost workdays away (“LWA”) performance results were below top quartile based on EEI LWA data. Management recommended and the Committee approved a further downward adjustment to 130% for both safety metrics to reflect overall safety performance, resulting in a total downward adjustment to the 2021 STIP base award payout of 2%.
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Earned through Individual Performance Modifier
As discussed above, the 2021 STIP base awards were subject to upward or downward adjustment by up to 25 percent based upon an NEO’s individual contributions and performance on certain key performance variables during the year. For 2021, the Committee, after consultation with Mr. Baxter, increased the 2021 STIP base award for each of Mr. Lyons, Mr. Moehn and Mr. Mark by 10 percent and decreased the 2021 STIP base award for Mr. Diya by two percent. The Committee increased the 2021 STIP base award for Mr. Baxter by 10 percent.
Resulting 2021 STIP Payouts
Actual 2021 STIP payouts are shown below as a percent of target. Payouts were made in February 2022, and are set forth under column (g) entitled Non-Equity Incentive Plan Compensation in the Summary Compensation Table.
Name
Final Payout as
Percent of Target
Baxter
142.6%
Lyons
142.6%
Moehn
142.6%
Mark
142.6%
Diya
127.0%
Long-Term Incentive Compensation
The Ameren Long-Term Incentive Program (“LTIP”) is intended to reward NEOs for their contributions to Ameren’s long-term success by providing the opportunity to earn shares of Ameren Common Stock.
Role of the LTIP
The design of the 2021 LTIP is substantially similar to the 2020 program. However, in 2021, the Clean Energy Transition performance metric was enhanced to include MW associated with the retirement of Ameren’s coal-fired energy centers over the three-year performance period. This enhancement is aligned with Ameren’s commitment to strong environmental stewardship and executing a balanced and flexible generation strategy. The 2021 LTIP awards, which are governed by the shareholder-approved 2014 Plan, are designed to serve the following roles in the compensation program:

Align with shareholder interests: PSU and RSU awards are denominated in Common Stock units and paid out in shares of Common Stock. Payout of PSUs is dependent on (i) Ameren’s TSR compared to the returns of the PSU Peer Group over a three-year performance period (60% of the overall grant value), (ii) achievement of Clean Energy Transition goals (10% of the overall grant value), and (iii) continued employment through the payment date (the “PSU vesting period”). RSUs, which account for 30% of the value of the 2021 LTIP grants, are the right to receive a share of Ameren Common Stock subject to continued employment through the payment date in March of the third calendar year following the grant date (the “RSU vesting period”).

Reinforce long-term focus: Continue to drive company strategy and critical success measures over the vesting period.

Share the value created for shareholders:Share Ameren Common Stock price increases, decreases and dividends over the vesting period.

Promote stock ownership: Payout of earned PSU and RSU awards is made 100% in Common Stock, with the dividends on Common Stock, as declared and paid, reinvested into additional PSUs and RSUs throughout the vesting period.

Promote retention of executives during the vesting period: Annual competitive grants provide incentive for executives to stay with the Company during the vesting period.

Be competitive with market practice: The majority of regulated utility companies use a mix of PSUs and RSUs, as well as the TSR performance measure.
2022 Proxy Statement
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Executive Compensation Matters
2021 Grants
For 2021, a target number of PSUs and RSUs (determined primarily based on the Market Data mentioned above) was granted to each NEO pursuant to the 2014 Plan, as reflected in columns (g) and (i) of the Grants of Plan-Based Awards Table. The threshold and maximum amounts of payout for the 2021 PSU awards are reflected in columns (f) and (h) of the Grants of Plan-Based Awards Table (not including any potential dividends).
The following chart illustrates how the target number of PSUs and the number of RSUs are calculated:
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RSUs are subject to a time-based vesting period of approximately 38 months.

PSUs are earned based on the achievement of specific performance criteria over the 3-year performance period (2021-2023).

PSUs tied to relative TSR represent 60% of the total 2021 grant value. The NEOs’ actual number of 2021 PSUs earned, tied to relative TSR, will vary from 0 percent to 200 percent, based on our 2021-2023 TSR measured relative to the PSU Peer Group.

TSR is calculated as the change in the 30-trading-day average of the stock price prior to the beginning of the award period and the 30-trading-day average of the stock price prior to the end of the award period, plus dividends paid (assuming reinvestment on each company’s ex-dividend date), divided by such beginning average stock price.

PSUs tied to Clean Energy Transition goals represent 10% of the total 2021 grant value. The NEOs’ actual number of 2021 PSUs earned, tied to Clean Energy Transition, will vary from 0 percent to 200 percent based on pre-established goals related to the total MW tied to renewable generation, energy storage additions and coal-fired energy center retirements. This measure includes MW associated with new wind, solar, hydro, biomass, landfill gas and energy storage added to Ameren’s generation portfolio over the three-year period.

For both PSUs and RSUs:

The actual number of shares earned will be contingent on continued employment through the payment date (other than with respect to death, disability, an eligible retirement or qualifying termination under a change of control, as described in more detail under “Potential Payments upon Termination or Change in Control”). An eligible retirement is defined as retiring at age 55 or greater with at least 5 years of service.

Payouts include additional units equivalent to any dividends accrued and reinvested during the vesting period relating to the number of PSUs and RSUs actually earned.

Vesting occurs on the payment date.
The NEOs cannot vote or transfer share unit awards granted under the LTIP until the shares are paid out.
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PSU Performance/Payout Relationship (Relative TSR)
Once Ameren’s 2021-2023 TSR is calculated and compared to the PSU Peer Group, the scale below determines the percentage of the target PSU award that is paid. Payout for performance between points is interpolated on a straight-line basis.  
Relative TSR Performance
Payout
(% of PSUs Granted)
90th percentile +
200%
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If TSR is negative over the three-year period, the plan is capped at 150% of the target PSUs granted regardless of performance vs. the PSU Peer Group.
70th percentile
150%
50th percentile
100%
25th percentile
50%
Below 25th percentile
0%
2019 PSU Awards Vesting
The PSU performance period for the 2019 grants ended December 31, 2021. Our 2019-2021 TSR performance was determined to be at the 67th percentile of the 2019 PSU Peer Group. The following table shows the 2019 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends, times 142.5 percent), and their value at year-end (December 31, 2021). The resulting earned amounts were 210 percent of the original target value of the 2019 awards, which reflects both TSR performance against the PSU Peer Group and the actual TSR generated during the three-year period, including dividends earned and reinvested and stock price appreciation. Vesting of the awards for each NEO is subject to continued employment as of the payment date. Each NEO’s award vested as of February 28, 2022.
Name
Grant Date
Target 2019
PSU Awards
(#)
Target Value
at Stock Price on
Date of Grant(1)
($)
2019 PSU
Awards
Earned(2)
(#)
Value at
Year-End
Stock Price(3)
($)
Earned Value as
Percent of Original
Target Value(3)
(%)
Baxter
1/1/19 49,311 3,216,557 75,962 6,761,378 210
Lyons
1/1/19 14,123 921,243 21,756 1,936,502 210
Moehn
1/1/19 10,725 699,592 16,521 1,470,534 210
Mark
1/1/19 9,413 614,010 14,500 1,290,645 210
Diya
1/1/19 8,201 534,951 12,633 1,124,463 210
(1)
Valuations are based on $65.23 per share, the closing price of Ameren Common Stock on the NYSE as of December 31, 2018, the last trading day preceding the grant date.
(2)
The number of 2019 PSU awards earned includes dividend equivalents, equal to approximately an additional 8.1 percent of the shares earned, which accrued and were reinvested throughout the three-year performance period.
(3)
Valuations are based on $89.01 per share, the closing price of Ameren Common Stock on the NYSE as of December 31, 2021, the last trading day during the performance period. The earned value percentage represents a PSU payout of 142.5 percent, dividend accumulation of approximately 8.1 percent and stock price appreciation of approximately 36 percent from the grant date to the December 31, 2021 valuation.
2022 Incentive Compensation Program Changes
After considering overall strategy, business needs and industry practices, the Short-Term Incentive Program for 2022 was modified by replacing the safety c2c coaching interaction metric with a new job-safety briefings c2c interaction metric with a 5 percent weighting. The job-safety briefing metric is designed to place a focus on active participation, hazard identification, and risk mitigation through supervisory participation in the job briefing process in order to improve overall safety performance in the field and at the energy centers. The safety c2c participation rate metric was retained; however, the weighting was decreased from 7.5 percent to 5 percent.
No changes were made to the design of the Long-Term Incentive Program for 2022.
Perquisites
We provide limited perquisites (such as financial and tax planning) to provide competitive value and promote retention of the NEOs and others.
2022 Proxy Statement
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Executive Compensation Matters
Retirement Benefits
The objective of retirement benefits is to provide post-employment security to our employees, and such benefits are designed to reward continued service. We choose to provide these benefits as an essential part of a total compensation package to remain competitive with those packages offered by other companies, particularly utilities.
There are several retirement benefit programs applicable to the NEOs, including:

The Company’s 401(k) savings and cash balance retirement plans;

Supplemental Retirement Plans (together, the “SRP”) that provide the NEOs a benefit equal to the difference between the benefit that would have been paid if Internal Revenue Code (“IRC”) limitations were not in effect and the reduced benefit payable as a result of such IRC limitations; and

a deferred compensation plan that provides the opportunity to defer part of base salary and all or a portion of non-equity incentive compensation, as well as earnings thereon. Beginning with plan years commencing on and after January 1, 2010, this includes deferrals of cash compensation above IRC limitations, together with Company matching credits on these deferrals.
A more detailed explanation of retirement benefits applicable to the NEOs is provided in this proxy statement under the captions “— Compensation Tables and Narrative Disclosures — Pension Benefits” and “— Compensation Tables and Narrative Disclosures — Nonqualified Deferred Compensation” below.
Executive Compensation Decision-Making Process
Human Resources Committee Governance Practices
The Human Resources Committee engages an independent compensation consultant to provide professional advice. It is the Human Resources Committee’s view that its compensation consultant should be able to render candid and expert advice independent of management’s influence. In February 2022, the Human Resources Committee approved the continued engagement of Meridian as its independent compensation consulting firm. In its decision to retain Meridian as its independent compensation consultant, the Committee gave consideration to a broad range of attributes necessary to assist the needs of the Committee in setting compensation, including:
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a track record in providing independent, objective advice;
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broad organizational knowledge;
[MISSING IMAGE: tm216176d1-icon_tick4c.jpg]
industry reputation and experience;
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in-depth knowledge of competitive pay levels and practices; and
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responsiveness and working relationship.
Meridian representatives attended seven of the eight Human Resources Committee meetings during 2021. At the Human Resources Committee’s request, the consultant met regularly with the Committee members outside the presence of management, and spoke separately with the Committee Chair and other Committee members.
During 2021, the Committee requested of Meridian the following items:
[MISSING IMAGE: tm216176d1-icon_tick4c.jpg]
market pay and market trend analyses, which assisted the Committee in targeting executive compensation at the desired level versus market; this included an analysis provided in connection with the executive leadership transition that resulted in Messrs. Baxter’s and Lyons’ new roles that took effect January 1, 2022;
[MISSING IMAGE: tm216176d1-icon_tick4c.jpg]
comparisons of short-term incentive payouts and financial performance to utility peers, which the Committee uses to evaluate prior-year short-term incentive goals and set future short-term incentive goals;
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preparation of tally sheets of compensation components, which the Committee uses to evaluate the cumulative impact of prior compensation decisions;
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[MISSING IMAGE: tm216176d1-icon_tick4c.jpg]
review of and advice on the Compensation Discussion and Analysis section included in the Company’s proxy statement to ensure full, accurate and clear disclosure, and other executive compensation-related proxy statement items;
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advice in connection with the Committee’s risk analysis of the Company’s compensation policies and practices, in furtherance of the Committee’s responsibilities pursuant to its charter;
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regular updates on legislative, regulatory and proxy advisor trends and developments;
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advice with respect to legal, regulatory and/or accounting considerations impacting Ameren’s compensation and benefit programs, to ensure the Committee is aware of external views regarding the programs; and
[MISSING IMAGE: tm216176d1-icon_tick4c.jpg]
other requests relating to executive compensation issues.
Other than services provided to the Human Resources Committee as set forth above and for the Nominating and Corporate Governance Committee as described below, Meridian did not perform any other services for the Company or any of its subsidiaries in 2021.
Pursuant to its letter agreement with the Committee, if the Company or management of the Company proposes that Meridian perform services for the Company or management of the Company other than in Meridian’s retained role as consultant to the Committee and the Nominating and Corporate Governance Committee, any such proposal is required to be submitted to the Human Resources Committee for approval before such services begin.
In February 2022, the Nominating and Corporate Governance Committee also approved the continued engagement of Meridian as its independent consulting firm with respect to director compensation matters. See “— DIRECTOR COMPENSATION — Role of Director Compensation Consultant” above for a description of the services Meridian provided to the Nominating and Corporate Governance Committee in 2021.
Each of the Human Resources Committee and Nominating and Corporate Governance Committee has procedures for the purpose of determining whether the work of any compensation consultant raises any conflict of interest. Pursuant to such procedures, in February 2022, each such committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive and director compensation-related matters, no conflict of interest was raised by the work of Meridian.
Delegation of Authority
The Human Resources Committee has delegated authority to the Company’s Administrative Committee, comprised of designated members of management, to approve changes, within specified parameters, to certain of the Company’s retirement plans. It has also delegated authority to management to make pro rata equity grants to employees (other than Section 16 Officers), who are newly eligible for the LTIP, and for participants who are promoted during the plan year. In addition, the Human Resources Committee has delegated to the Chief Executive Officer the authority to make discretionary grants of equity awards from a pre-authorized pool of shares of Common Stock to employees who are not Section 16 Officers. These grants are reviewed periodically by the Human Resources Committee. The Company ensures the total value of the equity grants made by the Chief Executive Officer does not exceed a specified limit.
Human Resources Committee Interlocks and Insider Participation
No current member of the Human Resources Committee of the Board of Directors (Ms. Brinkley and Messrs. Johnson, Harshman, and Lipstein) was at any time during 2021 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure under applicable SEC rules.
No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Company’s Board of Directors or the Human Resources Committee during 2021.
2022 Proxy Statement
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Executive Compensation Matters
Timing of Compensation Decisions and Awards
The following is a discussion of the timing of certain compensation decisions for 2021:

the NEOs’ base salaries for 2021 were reviewed and a 2021 base salary increase for each of the NEOs was approved at the December 2020 Committee meeting, as discussed under “— Base Salary” above;

2021 STIP target opportunities (as a percentage of base salary) were established for the NEOs at the December 2020 Committee meeting;

the range of 2021 STIP EPS, safety, operational, customer-focused, and DE&I measures for 2021 were set at the February 2021 Committee meeting;

2021 PSU and RSU grants to the NEOs under the 2021 LTIP were approved at regular and special Committee meetings in December 2020; and

the final determinations of the 2021 STIP and 2019 PSU payouts were made at the February 2022 Committee meeting.
Decisions relating to material elements of compensation are fully deliberated by the Committee at each Committee meeting and, when appropriate, over the course of several Committee meetings. This allows for any follow-up to questions from Committee members in advance of the final decision. In 2022, the Committee approved the annual long-term incentive grants at its February meeting and expects to continue this practice. The Committee also expects to continue to establish base salaries at its December meeting each year, with such base salaries to be effective in January of the following year.
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).
Consideration of Company’s 2021 “Say-on-Pay” Vote
The Committee considers the results of the shareholder advisory “say-on-pay” vote along with other factors in connection with discharging its responsibilities relating to the Company’s executive compensation program, although no factor is assigned a quantitative weighting. As a result of the 2021 advisory “say-on-pay” vote, which saw a substantial majority (of approximately 96 percent) of the Company’s shareholders who were entitled to vote approve the compensation program described in the proxy statement in connection with our annual meeting held on May 6, 2021, the Committee continued to apply the same principles in determining the amounts and types of executive compensation for fiscal year 2022.
Through its shareholder outreach program, the Company welcomes feedback from its shareholders with respect to its executive compensation program.
Other Considerations for Changes in Compensation Opportunities
Market Data, retention needs and general economic conditions have been the primary factors considered in decisions to increase or decrease compensation opportunities. Corporate and individual performance are the primary factors in determining the ultimate value of those compensation opportunities.
Role of Executive Officers
In establishing compensation amounts for 2021, then Chief Executive Officer, Mr. Baxter, with the assistance of the Senior Vice President, Corporate Communications and Chief Human Resources Officer of Ameren Services, Mark C. Lindgren, recommended to the Committee compensation amounts for the other NEOs. The Chief Executive Officer makes recommendations to the Committee with respect to the compensation of the NEOs (other than himself and the Executive Chairman) and other senior executives. The Chief Executive Officer possesses insight regarding individual performance levels, degree of experience and future promotion potential. In all
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cases, the Chief Executive Officer’s recommendations are presented to the Human Resources Committee for review based on the Market Data provided by the Committee’s independent consultant. The Committee independently determines each NEO’s compensation, as discussed in this CD&A.
Neither the Executive Chairman, the Chief Executive Officer, nor any other NEO makes recommendations for setting his own compensation. Both the Executive Chairman’s and the Chief Executive Officer’s compensation is determined in Committee meetings during an executive session with only the Committee members and the Committee’s independent consultant present.
The Executive Chairman, the Chief Executive Officer, the other NEOs and our other senior executives play a role in the early stages of design and evaluation of our compensation programs and policies. Because of their extensive familiarity with our business and corporate culture, these executives are in the best position to suggest programs and policies to the Committee and the independent consultant that will engage employees and provide effective incentives to produce outstanding financial and operating results for the Company and our shareholders.
Other Compensation Matters
We do not have any written or unwritten employment agreements with any of our NEOs. Each NEO is an employee at the will of the Company and/or its subsidiaries, as specified below.
Severance
All officers of the Company participate in the Ameren Corporation Severance Plan for Ameren Officers (the “Officer Severance Plan”). The primary purpose of the Officer Severance Plan is to facilitate mid-career hires and act as a retention tool during times of uncertainty. The Officer Severance Plan provides market-level pay and benefits to officers and NEOs in the event of an involuntary termination of employment without “Cause”, as defined in the Officer Severance Plan. The Officer Severance Plan provides, subject to the officer’s execution of a release of claims against us, for a lump sum payment that is generally equal to annual base salary plus target annual cash incentive award in effect at termination of employment, a pro-rated annual incentive payment based on actual plan performance, continuation of medical coverage for 12 months subsidized by the Company, and outplacement career transition services. Upon a change of control, officers who are eligible for severance pay and benefits under the Company’s Second Amended and Restated Change of Control Severance Plan, as amended, would be entitled to the greater of the benefits available under that plan or the Officer Severance Plan, but would not receive benefits under both plans. The Human Resources Committee may amend, suspend or terminate the Officer Severance Plan at any time, provided that twelve months’ notice is required if the amount of potential severance pay and benefits is to be reduced.
Change of Control
Ameren’s Second Amended and Restated Change of Control Severance Plan, as amended, is designed to reward NEOs for remaining employed with us when their prospects for continued employment following a transaction may be uncertain. The objectives of this plan are to maintain a stable executive team during the process and to assist us in attracting highly qualified executives into the Company.
Change of Control protections provide, subject to the officer’s execution of a release of claims against us, severance pay and, in some situations, vesting or payment of long-term incentive awards, upon a Change of Control of the Company. The arrangements provide market-level payments in the event of an involuntary termination not for “Cause” or a voluntary termination for “Good Reason.” Definitions of “Change of Control,” “Cause” and “Good Reason,” as well as more complete descriptions of Change of Control protections, are found below under the caption “— Compensation Tables and Narrative Disclosures — Potential Payments upon Termination or Change of Control.”
The applicable triggers are structured so that payment and vesting occur only upon the occurrence of both a change of control and a qualifying termination of employment.
2022 Proxy Statement
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Executive Compensation Matters
We expect it would take more time for senior leaders to find new employment than for other employees. Therefore, upon termination due to change of control, senior management, including the NEOs, generally are paid severance for a longer period than other employees. The Committee considered this as well as the factors described in the preceding paragraphs in structuring the cash payments described under “— Compensation Tables and Narrative Disclosures — Potential Payments upon Termination or Change of Control — Change of Control” below, which an NEO would receive if terminated within two years following a Change of Control.
Anti-Pledging and Anti-Hedging Policies
We maintain policies that prohibit executive officers and directors from engaging in pledges of Company securities or short sales, margin accounts and hedging or derivative transactions with respect to Company securities. In addition, our policies prohibit directors and employees of the Company and its subsidiaries, including executive officers, from entering into any transaction which hedges (or offsets) any decrease in the value of Company equity securities as discussed under “SECURITY OWNERSHIP — Security Ownership of Directors and Management” below.
Clawback
Awards granted under the 2014 Plan, including STIP and PSU awards, are subject to a “clawback” in certain circumstances. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, and if an award holder knowingly or with gross negligence engaged in or failed to prevent the misconduct, or if the award holder is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the award holder will be required to reimburse the Company the amount of any payment in settlement of an award earned or accrued during the 12-month period following the first public issuance or filing of the financial document embodying the financial reporting requirement.
In addition, under the terms of the STIP, PSU and RSU awards, if the award holder engages in conduct or activity that is detrimental to the Company or violates the confidentiality or customer or employee non-solicitation provisions included in the award, generally, the award holder will be required to repay the award to the Company after receiving a demand from the Company for the repayment.
2022 Leadership Transition
Effective January 1, 2022, Mr. Lyons was elected President and CEO of the Company and his base salary was increased from $755,000 to $1,100,000. Also effective as of January 1, 2022, his target cash award under the Company’s 2022 STIP increased from 75% to 110% of his base salary, and his target award under the Company’s 2022 LTIP increased from 300% to 375% of his base salary.
Effective January 1, 2022, Mr. Baxter was elected Executive Chairman of the Company and his base salary was decreased from $1,300,000 to $1,000,000. Also effective as of January 1, 2022, his target cash award under the Company’s 2022 STIP decreased from 120% to 100% of his base salary, and his target award under the Company’s 2022 LTIP decreased from 400% to 300% of his base salary.
Mr. Lyons and Mr. Baxter will continue to participate in the Officer Severance Plan and the Second Amended and Restated Change of Control Severance Plan.
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Compensation Tables and Narrative Disclosures
The following table sets forth compensation information for our NEOs for services rendered in all capacities to the Company and its subsidiaries in fiscal years 2021, 2020 and 2019. You should refer to the section entitled “COMPENSATION DISCUSSION AND ANALYSIS” above for an explanation of the elements used in setting the compensation for our NEOs.
2021 SUMMARY COMPENSATION TABLE
Name and Principal
Position(1)
(a)
Year
(b)
Salary(2)
($)
(c)
Bonus(2)
($)
(d)
Stock
Awards(3)
($)
(e)
Non-Equity
Incentive Plan
Compensation(2)(4)
($)
(g)
Change in
Pension
Value and
Nonqualified
Def. Comp.
Earnings(5)
($)
(h)
All Other
Compensation(2)(6)
($)
(i)
Total
($)
(j)
Warner L. Baxter
Executive Chairman, Ameren
2021 1,300,000 5,572,210 2,224,000 553,142 158,484 9,807,836
2020 1,300,000 5,546,556 1,643,100 1,374,401 194,296 10,058,353
2019 1,200,000 4,703,053 2,275,000 1,347,520 193,425 9,718,998
Martin J. Lyons, Jr.
President and Chief Executive Officer, Ameren
2021 755,000 2,427,141 807,300 231,240 85,032 4,305,713
2020 740,000 3,847,898 610,000 774,416 93,454 6,065,768
2019 707,917 1,346,945 851,900 766,762 106,185 3,779,709
Michael L. Moehn
Executive Vice President and Chief Financial Officer, Ameren
2021 715,000 2,298,567 764,500 203,220 80,594 4,061,881
2020 700,000 3,640,008 577,000 668,523 82,223 5,667,754
2019 590,000 1,022,877 667,600 603,400 88,660 2,972,537
Richard J. Mark
Chairman and President, Ameren Illinois
2021 566,000 1,031,102 564,900