DEF 14A 1 tm216176-2_def14a.htm DEF 14A tm216176-2_def14a - none - 10.7032108s
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.      )
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Ameren Corporation
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Dear Fellow Shareholders:
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You are cordially invited to attend Ameren Corporation’s 2021 Annual Meeting of Shareholders, which will be held on Thursday, May 6, 2021, 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/AEE2021.
There is no doubt that 2020 was truly an unprecedented year. The COVID-19 pandemic presented significant change and challenges to our customers, communities, country and company. At Ameren, we took prompt and aggressive actions across our entire business to protect the safety of our customers, employees and communities, as well as ensure that we continue to deliver safe, reliable and affordable service to our customers and communities we serve.
While much has changed in our world, Ameren’s relentless focus on achieving our mission, “To Power the Quality of Life,” and our vision, “Leading the Way to a Sustainable Energy Future,” has not changed. Despite the significant challenges we faced in 2020, our employees continued to effectively execute our strategy and deliver significant value to our customers, communities and shareholders. As a result, I look to the future with optimism not just because vaccines are now being widely distributed around the world, but also because our employees addressed a multitude of challenges and capitalized on opportunities in 2020 that will help us achieve our mission and vision.
In particular, we are executing this strategy across four key sustainability areas that support our ability to achieve our mission and vision: environmental stewardship, social impact, governance and sustainable growth. At the annual meeting, I look forward to sharing with you our accomplishments to date and future plans in these areas, including the following:

In 2020, we announced a comprehensive plan that significantly reduces carbon emissions while ensuring that we can deliver safe, reliable and affordable energy to our customers. In particular, the plan includes a company-wide goal to achieve net-zero carbon emissions by 2050, including aggressive interim goals to reduce carbon emissions below 2005 levels by 50% by 2030 and 85% by 2040, accelerating coal-fired energy center retirements, significantly increasing renewable energy investments and extending the life of our Callaway nuclear energy center.

In December 2020, we completed the acquisition of the High Prairie Energy Center, a 400 megawatt wind generation facility in northeast Missouri, followed by the acquisition in January 2021 of the Atchison Energy Center, a wind generation facility in northwest Missouri which, when completed later this year, is expected to be a 300 megawatt facility.

We took aggressive actions to support our customers and communities impacted by COVID-19 by providing approximately $23 million in energy assistance funds and regional support, instituting disconnection moratoriums and developing specialized payment programs.

We reinforced our commitment to diversity, equity and inclusion (DE&I) by establishing it as a core value in 2020 and took several actions to support sustainable, positive change in this area, including making a 5-year, $10 million DE&I commitment to the community, as well as spending over $800 million with minority, women and veteran-owned businesses through our robust supplier diversity program in 2020.

From a governance perspective, our Board of Directors enhanced its oversight over sustainability risks and has established forward-thinking incentive targets for senior management related to our clean energy transition and DE&I.

We delivered strong earnings per share growth, driven by robust investments in energy infrastructure, as well as strong total shareholder returns compared to our peers.
While we are pleased with our performance over the past year, we are not standing still. We will continue to take proactive strategic actions across the four key sustainability areas in 2021 and beyond so that we can achieve our vision and mission, and in so doing, deliver superior long-term, sustainable value to our customers, communities and shareholders.
Details for meeting attendance 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
Chairman, President and Chief Executive Officer
March 23, 2021
2021 Proxy Statement
3

Notice of Annual Meeting of Shareholders
of Ameren Corporation
Time and Date
Place
10 a.m. CDT on Thursday,
May 6, 2021
Ameren Corporation’s 2021 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/AEE2021.
Voting Items
Proposals
Board Vote Recommendation
For Further Details
Page 15
Page 45
Page 79
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 9, 2021, 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 23, 2021, 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 23, 2021, 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 23, 2021
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 6, 2021:
This proxy statement and our 2020 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
15
Information Concerning Nominees to the Board of Directors
45
79
Selection of Independent Registered Public Accounting Firm
83
Security Ownership of More Than Five Percent Shareholders
86
Questions and Answers About the Annual Meeting and Voting
Appendix A
95
2021 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

Expect to add 3,100 megawatts (“MW”) of renewable generation by 2030 and a total of 5,400 MW by 2040, inclusive of 700 MW of wind generation projects acquired in December 2020 and January 20211

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 7% of total rate base by 2025

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

Significant transmission investment to support transition to clean energy

No cast or wrought iron pipes in natural gas system
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Social Impact

Delivering value to our customers in 2020 while focused on safety-first work culture

Improved reliability: 13% better since 20132

Affordable rates: ~20% below Midwest average3

Increased customer satisfaction: 22% better since 20134
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Ameren Corporation

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Proxy Statement Summary

Socially responsible and economically impactful in communities

Nearly $130 million to support income-eligible customers and local charities from 2017-2020

Over $23 million for COVID-19 relief and energy assistance in 2020

Supporting core value of diversity, equity and inclusion

Ranked in top 5 utilities by DiversityInc for diversity since 2009 and in top 25 of all companies by DiversityInc for environmental, social and governance (“ESG”) matters in 2020

Diversity, equity and inclusion summit held in 2020 for community leaders and employees

Approximately $810 million in diverse supplier spend in 2020

$10 million committed to non-profits focused on diversity, equity and inclusion over the next five years
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Governance

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

Diverse Board of Directors: ~62% women or racial minorities5

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

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

Management-led Corporate Social Responsibility Executive Steering Committee evaluates key ESG 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:

Top-ranked utility in the Center for Political Accountability’s 2020 Zicklin Index for Corporate Political Disclosure and Accountability

Annual sustainability report; annual EEI/AGA ESG/sustainability framework report; periodic climate risk report; participation in CDP climate and CDP water surveys, and an ESG-specific investor presentation
Sustainable Growth
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Strong long-term growth outlook

Expect strong compound annual earnings per share growth from 2021 through 2025, 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 $2.20 per share provides attractive yield

Dividend increased in 2021 for the eighth 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 growth outlook and yield compared to regulated utility peers

We believe execution of our strategy will deliver significant long-term value to both customers and shareholders
(1)
Includes the 400MW High Prairie Energy Center and the 300MW Atchison Energy Center; approximately 120 MW of the Atchison Energy Center has been placed in-service, with the remaining portion expected to be placed in-service later in 2021.
(2)
As measured by the System Average Interruption Frequency Index (SAIFI); reflects average of Ameren Illinois and Ameren Missouri scores.
(3)
Edison Electric Institute, “Typical Bills and Average Rates Report” for the 12 months ended June 30, 2020.
(4)
As measured by the J.D. Power Residential Customer Satisfaction Index; reflects average of Ameren Illinois and Ameren Missouri scores.
(5)
Based on the nominees for election at the Annual Meeting.
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2021 Proxy Statement
7

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Proxy Statement Summary
2020 Financial Performance Highlights
The successful execution of our strategy drove strong financial results in 2020, as well as over the past five years.
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In 2020, Ameren earned $3.50 per diluted share on a GAAP basis, and $3.54 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 to year-end 2020 of approximately 17 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 4.3 percent in 2020, including an approximate 4 percent increase in the quarterly dividend during the fourth quarter of 2020. 2020 was the seventh consecutive year the dividend was increased. For the three and five years ending December 31, 2020, Ameren shares provided a TSR of approximately 43.6 percent and 109.2 percent, respectively, which meaningfully exceeded the TSR of the S&P 500 Utility and Philadelphia Utility indices for these periods. The Company invested approximately $3.2 billion in energy infrastructure in 2020 to better serve customers, which also drove strong rate base growth of approximately 10 percent. For the 5 years ending December 31, 2020, we invested approximately $12 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 9 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, enhanced our environmental footprint, 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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Ameren Corporation

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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, which was elevated to a core value in 2020, 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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2021 Proxy Statement
9

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Proxy Statement Summary
Community and Employee Support During COVID-19
During 2020, we took several positive measures to protect the health and safety of our employees, customers and communities as a result of the COVID-19 pandemic, including:

Implemented robust safety protocols across the organization;

Engaged world-class health care experts to advise us;

Significantly modified work practices to promote employee and customer safety;

Promptly transitioned significant portion of workforce to remote work;

Sustained infrastructure investments that benefit customers and support the local economy;

Implemented several actions to help our customers, including temporary suspensions of disconnections for non-payment, waivers of late payment fees and special payment plans and provided $23 million of energy assistance and COVID-19 relief funds;

Proactively monitored supply chain to minimize impacts; and

Ensured extensive review and oversight of financial and operational risks by Board of Directors in connection with both regular and special meetings and regular CEO and senior management briefings.
Collectively, these measures supported our ability to deliver safe, reliable and affordable service to our customers and communities we serve and to continue to execute our strategy.
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10
Ameren Corporation

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Proxy Statement Summary
ITEM 1
Election of Directors

The nominees for director include 12 independent directors and the Company’s chairman, 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 16-23.
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The Board unanimously recommends a vote “FOR” each of the 13 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.
Name
Age
Director
Since
Occupation
Independent1
Committee Membership1
ARC
HRC
NCGC
NOESC
FC
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Warner L. Baxter
59
2014
Chairman, President and Chief Executive Officer of the Company
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Cynthia J. Brinkley
61
2019
Retired Chief Administrative and Markets Officer, Centene Corporation
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Catherine S. Brune
67
2011
Retired President, Allstate Protection Eastern Territory of Allstate Insurance Company
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J. Edward Coleman
69
2015
Retired Executive Chairman of CIOX Health
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Ward H. Dickson
58
2018
Executive Vice President and Chief Financial Officer of WestRock Company
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Noelle K. Eder
51
2018
Executive Vice President and Global Chief Information Officer of Cigna Corporation
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Ellen M. Fitzsimmons
60
2009
Chief Legal Officer and Head of Enterprise Diversity of Truist Financial Corporation
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Rafael Flores
65
2015
Retired Senior Vice President and Chief Nuclear Officer of Luminant
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Richard J. Harshman
64
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
58
2018
Retired President of Consolidated Edison Co. of New York, Inc.
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James C. Johnson
68
2005
Retired General Counsel of Loop Capital Markets LLC
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C
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Steven H. Lipstein
65
2010
Retired President and Chief Executive Officer of BJC HealthCare
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Leo S. Mackay, Jr.
59
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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2021 Proxy Statement
11

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Proxy Statement Summary
(1)
In accordance with the Board’s retirement age policy, Stephen R. Wilson, who currently serves as the Chair of the Finance Committee and as a member of the Human Resources Committee, is not standing for reelection and will retire from the Board effective as of the Annual Meeting. The Board is grateful for Mr. Wilson’s dedicated and distinguished service over the years. If reelected at the Annual Meeting, Ward H. Dickson will succeed Mr. Wilson as Chair of the Finance Committee. If reelected at the Annual Meeting, Craig S. Ivey will join the Finance Committee and will no longer serve on the Audit and Risk Committee, and Noelle K. Eder will join the Nominating and Corporate Governance Committee and will no longer serve on the Nuclear, Operations and Environmental Sustainability Committee.
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 2020 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 46-78.
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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 2020 compensation program to align the long-term interests of the NEOs with those of shareholders to maximize shareholder value.
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Ameren Corporation

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Proxy Statement Summary
2020 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 and customer-focused 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 total shareholder return 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 of renewable generation and energy storage additions over a three-year performance period, as measured 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

We provide limited perquisites to the NEOs, such as financial and tax planning.
Fiscal 2020 Executive Compensation Highlights
The Company’s pay-for-performance program led to the following actual 2020 compensation being earned:

2020 annual short-term incentive base awards based on EPS, safety performance and customer-focused measures were earned at 119.9 percent of target, subject to the individual performance modification discussed under “EXECUTIVE COMPENSATION MATTERS — Compensation Discussion and Analysis” below. This payout reflected strong financial and operational performance by the Company in 2020 that was due, in part, to the strong execution of the Company’s strategy, including investing approximately $3.2 billion in capital projects, improved safety performance, solid reliability of its operations for the benefit of customers, strategic capital allocation, disciplined cost management and achieving constructive state and federal regulatory outcomes. Notwithstanding the actual results, management recommended, and the Human Resources Committee approved, a 10 percentage point downward
adjustment to 109.9 percent of target for all Company officers, which includes the NEOs. This downward adjustment was made in consideration of overall safety performance, including results not yet in the top quartile, and the impact of COVID-19 on Ameren’s customers and the communities we serve.

The PSU long-term incentive awards granted in 2018 were earned at 170 percent of target based on our strong TSR relative to the defined PSU peer group over the three-year measurement period (2018-2020), which was primarily driven by share price appreciation of approximately 32 percent. The January 1, 2018 PSU awards increased in value from $58.99 per share on the grant date to $78.06 per share as of December 31, 2020. Ameren ranked fifth out of the 19-member peer group. In addition, during the period, the Company’s TSR significantly outperformed the S&P 500 Utility Index and the Philadelphia Utility Index, as shown on page 8. This strong performance was attributable to the sustained execution of the Company’s strategy that is delivering significant value to customers and shareholders.
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2021 Proxy Statement
13

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Proxy Statement Summary
The Company’s compensation program for 2020 was similar to the 2019 program, which was approved by approximately 95 percent of votes by shareholders entitled to vote and represented at the Company’s 2020 annual meeting. Highlights of the Company’s 2020 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, including the elimination of a former short-term program metric measuring the equivalent availability of our coal-fired energy centers, the addition of two new customer satisfaction metrics in the short-term program, and the addition of the new 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 total shareholder return versus peer companies, and the new 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 award;

stock ownership requirements for NEOs (and other senior executives), which 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
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, 2021.

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, 2021.
Set forth below is summary information with respect to PwC’s fees for services provided in fiscal 2020 and fiscal 2019.
Year Ended
December 31, 2020
($)
Year Ended
December 31, 2019
($)
Audit Fees 3,923,000 4,121,000
Audit-Related Fees 661,475 355,000
Tax Fees
All Other Fees 70,100 216,562
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14
Ameren Corporation

Corporate Governance
ITEM 1
Election of Directors

The nominees for director include 12 independent directors and the Company’s chairman, 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 16-23.
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Board Recommendation for Election of Directors
The Board unanimously recommends a vote “FOR” each of the 13 director nominees.
Thirteen 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 13 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 reelection 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 reelection, 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 13 directors named below for reelection. In accordance with the Board’s retirement age policy, Mr. Wilson will not stand for reelection. The Board of Directors thanks Mr. Wilson for his exemplary service and dedication to the Company.

If elected, each nominee will serve until the 2022 annual meeting of shareholders. 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 appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules. See “— Board Composition and Refreshment — Consideration of Director Nominees” below for additional information regarding director nominees and the nominating process.
2021 Proxy Statement
15

Corporate Governance

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.

All of the nominees are currently directors of the Company and, except for Mr. Mackay, all of the nominees were elected by shareholders at the Company’s prior annual meeting.
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16
Ameren Corporation

Corporate Governance
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Warner L. Baxter
Chairman, President and
Chief Executive Officer of the Company
Director since: 2014
Age: 59
OUTSIDE DIRECTORSHIPS:

U.S. Bancorp, December 2015–Present

UMB Financial Corporation, 2013–October 2015
EXECUTIVE EXPERIENCE:
Mr. Baxter began his career with Ameren Missouri in 1995 as Assistant Controller. 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. 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 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: 61
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 resources, 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.
2021 Proxy Statement
17

Corporate Governance
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Catherine S. Brune
Retired President, Allstate Protection Eastern Territory
of Allstate Insurance Company
Director since: 2011
Age: 67
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: 69
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, 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.
18
Ameren Corporation

Corporate Governance
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Ward H. Dickson
Executive Vice President and Chief Financial Officer of WestRock Company
Director since: 2018
Age: 58
STANDING BOARD COMMITTEES:

Audit and Risk Committee

Finance Committee
OUTSIDE DIRECTORSHIPS:

None
EXECUTIVE EXPERIENCE:
Mr. Dickson serves as Executive Vice President and Chief Financial Officer of WestRock Company. 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: 51
STANDING BOARD COMMITTEES:

Audit and Risk Committee

Nuclear, Operations and Environmental Sustainability 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.
2021 Proxy Statement
19

Corporate Governance
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Ellen M. Fitzsimmons
Chief Legal Officer and Head of Enterprise Diversity of Truist Financial Corporation
Director since: 2009
Age: 60
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 Enterprise Diversity 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 resources, 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: 65
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.
20
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: 64
STANDING BOARD COMMITTEES:

Human Resources Committee

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

Allegheny Technologies Incorporated, 2011–2019

PNC Financial Services Group, Inc., 2019–Present
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, talent acquisition and retention, 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: 58
STANDING BOARD COMMITTEES:

Audit and Risk 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.
2021 Proxy Statement
21

Corporate Governance
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James C. Johnson
Retired General Counsel, Loop Capital Markets LLC
Director since: 2005
Age: 68
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 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: 65
STANDING BOARD COMMITTEES:

Human Resources Committee

Nominating and Corporate Governance Committee
OUTSIDE DIRECTORSHIPS:

BJC HealthCare (non-profit organization), 1999–2017
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, 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.
22
Ameren Corporation

Corporate Governance
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Leo S. Mackay, Jr.
Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation
Director since: 2020
Age: 59
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 and administrative skills and experience, the Board concluded that Mr. Mackay should serve as a director of Ameren.
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 permitted to stand for election until they reach the mandatory retirement age of 72. The Nominating and Corporate Governance Committee will review the appropriateness of continued service on the Board of Directors by such a director and make a recommendation to the Board of Directors and, if applicable, repeat such review annually thereafter. Mr. Wilson will retire from the Board, effective immediately following the 2021 Annual Meeting, in accordance with this policy.

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.
2021 Proxy Statement
23

Corporate Governance
Board Effectiveness
The Board and the Nominating and Corporate Governance 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 7 years

>60% 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

Utilities / Regulatory / Governmental experience

Operations experience

Active executive

In 2020, the Nominating and Corporate Governance Committee engaged a nationally-recognized, leading third-party search firm to assist in identifying and evaluating potential director nominees. One independent director was added to the Board in 2020 following extensive search and evaluation processes that included robust succession planning discussions at nearly all of the 2020 meetings of the Nominating and Corporate Governance Committee and the Board of Directors.
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 reelection as well as any other person who is recommended by any shareholders of the Company who provide the required information and certifications within the time requirements, as set forth in the Director Nomination Policy. 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.
24
Ameren Corporation

Corporate Governance
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. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, 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. In such cases, the Nominating and Corporate Governance Committee will direct its third-party search firm to provide a list of candidates dominated by certain underrepresented categories, such as women or racial or ethnic minorities. These focused searches have contributed to the diversity of the Company’s current 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 and under no circumstances will the Nominating and Corporate Governance Committee evaluate nominees recommended by a shareholder of the Company pursuant to a process substantially different than that used for other nominees for the same election or appointment of directors.
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 reelection 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 CEO and senior management performance and determining executive compensation; and

Planning for 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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RISK MANAGEMENT OVERSIGHT STRUCTURE
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Consideration 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.
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Corporate Governance

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.

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 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. The EEI/AGA reporting framework includes both a quantitative section with data on recent greenhouse gas emissions, as well as a 2005 baseline for comparison, and a qualitative section with a discussion of the company’s ESG and sustainability strategy and governance. Our EEI/AGA ESG/Sustainability reports under this framework, which are available on our website at www.amereninvestors.com, include greenhouse gas emissions data and other ESG data. 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 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) mapping of sustainability data on Ameren.com. Neither our website nor any of the reports or information included therein, including the reports and documents mentioned in this paragraph are incorporated by reference to this proxy statement.
Human Capital Management
In 2018, the Human Resources Committee charter was amended to provide that the Human Resources Committee will review and discuss with management the Company’s human capital management practices and policies, including diversity and inclusion initiatives. In 2020, the Human Resources Committee charter was further amended to expand the Committee’s oversight of human capital management practices and policies to also include matters related to workforce equity. 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 2020, 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 Chairman and Chief Executive Officer and others, as it considers appropriate, establishes and reviews policies and procedures regarding succession to the Chief Executive Officer position 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.
Consideration 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:
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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;

oversight by non-participants in the plans;

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

anti-hedging and anti-pledging policies for executives;

a clawback provision in the 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”) and the 2006 Omnibus Incentive Compensation Plan (the “2006 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.
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.
The Company’s outreach meetings typically focus on its governance practices, executive compensation, and environmental stewardship, including related risk management and oversight practices. 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 engagement efforts have influenced:

the addition of oversight responsibilities for environmental sustainability for the Nuclear, Operations and Environmental Sustainability 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 development and issuance of our reports regarding climate risk and coal ash management;

the incorporation of an environmental metric into our long-term incentive compensation program;

our sustainability reporting, including the information presented in our EEI/AGA ESG/Sustainability reports and a new ESG investor presentation;

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

the creation of an annual Community Voices stakeholder event;

the presentation of an enhanced director skills matrix in the proxy statement;

the presentation of an expanded discussion of our Board of Director refreshment process in the proxy statement; and

the terms of our shareholder special meeting by-law that was adopted in February 2017.
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Corporate Governance
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 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. The independent members of the Board have determined that the Board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the Company and the skills and experience of Mr. Baxter, is a leadership structure that combines the roles of Chairman of the Board and Chief Executive Officer with Mr. Baxter filling those roles for the following primary reasons:

such a Board leadership structure with combined Chairman and Chief Executive Officer roles has previously served the Company and its shareholders well, and the Board expects that the structure will continue to serve them well, based primarily on Mr. Baxter’s background, skills and experience, as detailed in his biography above;

pursuant 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 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;

a non-independent Chairman of the Board continues to be the principal board leadership structure among public companies in the United States, including the Company’s peer companies; and

there is no empirical evidence that separating the roles of Chairman and Chief Executive Officer improves returns for shareholders.
The Board recognizes that, depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. A Board leadership structure that separates the roles of Chairman of the Board and Chief Executive Officer has previously served the Company and its shareholders well and may serve them well in the future. The Company is committed to reviewing this determination on an annual basis.
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 Directors) (the “Lead Director”). The Company’s Corporate Governance Guidelines provide that the Lead Director will serve a one-year term and that it is expected that the Lead Director will serve at least three and no more than five consecutive terms in order to facilitate the rotation of the Lead Director position while maintaining experienced leadership. The Company’s Corporate Governance Guidelines set forth the authority, duties and responsibilities of the Board of Directors’ Lead Director as follows:
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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 Chief Executive Officer and the independent directors;

call meetings of the independent directors;

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

consult with the Chairman and 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;
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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

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, under the NYSE requirements, 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
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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 2021, affirmatively determined that the following directors are independent under 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 President and Chief Executive Officer of the Company, is not independent under the Director Nomination Policy. The Board also determined that Stephen R. Wilson, who is currently a director of the Company but who is not standing for reelection and will retire as of the Annual Meeting in accordance with the Board’s retirement age policy, is independent under such standards.
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.
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 2020, 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, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear, Operations and Environmental Sustainability Committee and Finance 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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Audit and Risk Committee
Meetings in 2020: 13*
Chair
J. Edward Coleman
Members1
Catherine S. Brune
Ward H. Dickson
Noelle K. Eder
Craig S. Ivey
Leo S. Mackay, Jr.
Each of J. Edward Coleman and Ward H. Dickson qualifies as an “audit committee financial expert” as that term is defined by the SEC.
*The Committee holds regular meetings in advance of each regular Board meeting, including meetings focused on cybersecurity matters, in addition to meetings to review the Company’s Form 10-K and Form 10-Q filings.

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; 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 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, 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.
1
If reelected at the annual meeting, Craig S. Ivey will no longer serve as a member of the Audit and Risk Committee.
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Human Resources Committee
Meetings in 2020: 8
Chair
James C. Johnson
Members
Cynthia J. Brinkley
Richard J. Harshman
Steven H. Lipstein
Stephen R. Wilson

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 incentive compensation plans, executive employment agreements, if any, severance agreements and change of control agreements.

Reviews with management, and prepares an annual report regarding, the Compensation Discussion and Analysis section of the Company’s Form 10-K and proxy statement.

Acts on important policy matters affecting personnel; 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 2020: 7
Chair
Catherine S. Brune
Members1
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.
1
If reelected at the annual meeting, Noelle K. Eder will join the Nominating and Corporate Governance Committee.
2021 Proxy Statement
35

Corporate Governance
Nuclear, Operations and Environmental Sustainability Committee
Meetings in 2020: 6
Chair
Richard J. Harshman
Members1
Cynthia J. Brinkley
Noelle K. Eder
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 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.
1
If reelected at the annual meeting, Noelle K. Eder will no longer serve as a member of the Nuclear, Operations and Environmental Sustainability Committee.
Finance Committee
Meetings in 2020: 5
Chair
Stephen R. Wilson1
Members2
J. Edward Coleman
Ward H. Dickson
Ellen M. Fitzsimmons

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.
1
If reelected at the annual meeting, Ward H. Dickson will succeed Stephen R. Wilson as Chair of the Finance Committee.
2
If reelected at the annual meeting, Craig S. Ivey will join the Finance Committee.
36
Ameren Corporation

Corporate Governance
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 CEO.
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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.
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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.
2021 Proxy Statement
37

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.
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, 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.
In addition to the performance evaluations described above, the Nominating and Corporate Governance Committee also reviews annually the performance of all incumbent directors who are eligible for reelection at the Company’s next annual meeting of shareholders.
38
Ameren Corporation

Corporate Governance
Board and Committee Meetings and Annual Meeting Attendance
The Board of Directors held ten meetings during 2020. Each director 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 2020 was over 99 percent.
The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 2020 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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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

visits to the Company’s headquarters, and may include visits to certain of the Company’s significant facilities, if and when appropriate given COVID-19 assessments and safety protocols.
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 2020, these sessions included presentations on workforce strategy, cybersecurity, environmental, social and governance matters and federal energy policy.
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 qualification standards, stock ownership requirements for directors, officers and other members of management.
Director Qualification Standards
Pursuant to the Company’s Corporate Governance Guidelines, 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.
2021 Proxy Statement
39

Corporate Governance
Stock Ownership Requirements
Director Stock Ownership Requirement
Since 2007, the Company has had 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 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 aligns 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:

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 2021.
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 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
40
Ameren Corporation

Corporate Governance
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.
“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 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 immediate family members of such person has a ten percent or greater beneficial interest.
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 Principles of Business Conduct 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 2020.
2021 Proxy Statement
41

Corporate Governance
Director Compensation
The following table sets forth the compensation paid to non-management directors for fiscal year 2020, other than reimbursement for travel expenses related to their service on the Board of Directors and its committees.
2020 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 122,500 145,027 267,527
Catherine S. Brune 127,500 145,027 272,527
J. Edward Coleman 127,500 145,027 272,527
Ward H. Dickson 120,000 145,027 265,027
Noelle K. Eder 125,000 145,027 270,027
Ellen M. Fitzsimmons 120,000 145,027 265,027
Rafael Flores 120,000 145,027 265,027
Richard J. Harshman 160,000 145,027 305,027
Craig S. Ivey 125,000 145,027 270,027
James C. Johnson 125,000 145,027 270,027
Steven H. Lipstein 117,500 145,027 262,527
Leo S. Mackay, Jr. 5,903 6,847 12,750
Stephen R. Wilson 125,000 145,027 270,027
(1)
Represents the cash retainer and fees for service on the Board of Directors and its committees.
(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 and Wilson on January 2, 2020. A grant of immediately vested shares of the Company’s Common Stock valued at approximately $6,800 was awarded to Director Mackay in connection with his election to the Board on December 14, 2020. As of December 31, 2020, Director Coleman had 11,484 deferred Stock Units (as defined below), Director Dickson had 4,196 deferred Stock Units, Director Eder had 4,196 deferred Stock Units, Director Flores had 11,484 deferred Stock Units, Director Ivey had 4,196 deferred Stock Units, and Director Johnson had 17,559 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 2020 (see “— Directors Deferred Compensation Plan Participation” below).
Role of Director Compensation Consultant
The Nominating and Corporate Governance Committee directly retains Meridian to advise it with respect to director compensation matters. During 2020, 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
42
Ameren Corporation

Corporate Governance
compensation opportunities provided by similar utility industry companies. During 2020, 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 2019 PSU peer group (as discussed under “— Compensation Discussion and Analysis PSU Peer Group” in the proxy statement prepared in connection with the Company’s 2020 annual meeting of shareholders) to determine the overall competitiveness of pay and prevalence of program features of Ameren’s director compensation program.
The Board of Directors has approved the following compensation program for each non-management director of the Company for 2021, which remains unchanged from 2020:
Annual Cash Retainer
$100,000
Committee Retainers Chair Members

Audit and Risk Committee

$20,000

$12,500

Nuclear, Operations and Environmental Sustainability Committee

$20,000

$12,500

Human Resources Committee

$17,500

$10,000

Nominating and Corporate Governance Committee

$15,000

$7,500

Finance Committee

$15,000

$7,500
Additional Cash Retainer for Lead Director

$30,000
Equity Compensation

Annual Grant (on or about January 1)

$145,000 of Common Stock

Upon Initial Election to the Board

$145,000 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

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. The deferred compensation plan available to directors prior to 2009 permitted non-management directors to defer only annual cash retainers and meeting fees. In 2020, each of Directors Brinkley, Eder and Ivey elected to defer all of his or her annual cash retainers. Each of Directors Coleman, Dickson, Eder, Flores, Ivey and Johnson elected to defer all of his or her 2020 stock award under the Directors Deferred Compensation Plan.
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 2006 Plan or the 2014 Plan, as applicable. 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.
2021 Proxy Statement
43

Corporate Governance
With respect to annual cash retainer and meeting fees, deferred amounts, plus an interest factor, are used to provide payout distributions following completion of Board service and certain death benefits. In October 2009, the Company adopted an amendment to the Directors Deferred Compensation Plan which amended the portion of the Directors Deferred Compensation Plan relating to the interest crediting rates used for cash amounts deferred with respect to plan years commencing on and after January 1, 2010. In October 2010, the Company adopted an amendment to the Directors Deferred Compensation Plan for plan years beginning on and after January 1, 2011 to change the measurement period for the applicable interest rates for cash amounts deferred under such plan prior to January 1, 2010. Pursuant to the amended Directors Deferred Compensation Plan, cash amounts deferred (and interest attributable thereto) accrue interest at the rate to be applied to the participant’s account balance depending on (1) the plan year for which the rate is being calculated and (2) the year in which the deferral was made, as follows:
Table A
Calculation for Plan Year
Deferral Date
Rate
Plan Years beginning prior to
January 1, 2010
Deferrals prior to
January 1, 2010
150 percent of the average of the monthly Mergent’s Seasoned AAA Corporate Bond Yield Index rate (the “Directors Deferred Plan Index Rate”) for the calendar year immediately preceding such plan year — for 2020 such interest crediting rate was 5.21 percent
Plan Years beginning on or after
January 1, 2010
Deferrals on and after
January 1, 2010
120 percent of the applicable federal long-term rate, with annual compounding (as prescribed under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “IRC”)) (“AFR”) for the December immediately preceding such plan year (the “Directors Deferred Plan Interest Rate”) — for 2020 such interest crediting rate was 2.52 percent
After the participant director retires or dies, the deferred amounts (and interest attributable thereto) accrue interest as follows:
Table B
Calculation for Plan Year
Deferral Date
Rate
Plan Years beginning prior to
January 1, 2010
Deferrals prior to
January 1, 2010
Average monthly Mergent’s Seasoned AAA Corporate Bond Yield Index rate (the “Directors Deferred Plan Base Index Rate”) for the calendar year immediately preceding such plan year — for 2020 such interest crediting rate was 3.47 percent
Plan Years beginning on or after
January 1, 2010
Deferrals on and after
January 1, 2010
Directors Deferred Plan Interest Rate — for 2020 such interest crediting rate was 2.52 percent
As a result of the changes described in the narrative preceding the tables above, there are no above-market or preferential earnings on compensation deferred with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010.
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 Payments Upon Termination or Change of Control”), the balance in such director’s deferral account, with any interest payable as described in Table A above, 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 as described in Table A above 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.
44
Ameren Corporation

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 2020 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 46-78.
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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 2020 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 2020 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 2022.
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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
Stephen R. Wilson
Compensation Discussion and Analysis
Executive Overview
This Compensation Discussion and Analysis (“CD&A”) describes the compensation decisions made for 2020 with respect to our NEOs. Our NEOs are listed in the following table and the Summary Compensation Table on page 64.
NAMED EXECUTIVE OFFICERS
Named Executive Officer
Title
Warner L. Baxter
Chairman, President and Chief Executive Officer, Ameren
Michael L. Moehn
Executive Vice President and Chief Financial Officer, Ameren
Martin J. Lyons, Jr.
Chairman and President, Ameren Missouri
Richard J. Mark
Chairman and President, Ameren Illinois
Fadi M. Diya
Senior Vice President and Chief Nuclear Officer, Ameren Missouri
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2020 Company Business Highlights
The successful execution of our strategy drove strong results in 2020, as well as over the past five years. Key financial and operational highlights include the following:
Financial Highlights

Ameren earned $3.50 per diluted share on a GAAP basis and $3.54 per diluted share on a weather-normalized (non-GAAP) basis in 2020.* The 2020 earnings represented 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 to year-end 2020 of approximately 17 percent on a GAAP basis and 8 percent on a weather-normalized core (non-GAAP) basis.*

Ameren shares provided a TSR of approximately 4.3 percent in 2020, including an approximate 4 percent increase in the quarterly dividend during the fourth quarter of 2020. 2020 was the seventh consecutive year that the dividend was increased. For the three and five years ending December 31, 2020, Ameren shares provided a TSR of approximately 43.6 percent and 109.2 percent, respectively, which meaningfully exceeded the TSR of the S&P 500 Utility and Philadelphia Utility indices for these periods. Ameren’s TSR also ranked fifth among its 19-member peer group for the three-year performance period ended December 31, 2020.

Ameren invested approximately $3.2 billion in energy infrastructure in 2020 to better serve customers, which also drove strong rate base growth of approximately 10 percent. For the five years ending December 31, 2020, we have invested approximately $12 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 9 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, enhanced our environmental footprint, 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 September 2020, Ameren established a goal of achieving net-zero carbon emissions by 2050. Ameren is also targeting a 50% CO2 emissions reduction by 2030 and an 85% reduction by 2040 from the 2005 level.

In September 2020, Ameren Missouri filed its 2020 Integrated Resource Plan with the Missouri Public Service Commission (“MoPSC”), which targets cleaner and more diverse sources of energy generation, including solar, wind, hydro, and nuclear power, and supports increased investment in new energy technologies. The plan, which is subject to review by the MoPSC, also includes expanding renewable sources by adding 3,100 MW of renewable generation by the end of 2030 and a total of 5,400 MW of renewable generation by 2040. These amounts include the 400 MW wind generation facility discussed below and a 300 MW wind generation facility that Ameren Missouri acquired in January 2021 and which is expected to be complete later in 2021.

In December 2020, Ameren Missouri acquired a 400 MW wind generation facility in Missouri to comply with Missouri’s renewable energy standard and to 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 digital technologies that will help us deliver a pleasant and seamless experience to our customers when we interact with them. Our digital investments are also strengthening our cybersecurity and data privacy protections.

We achieved constructive outcomes in regulatory proceedings with the MoPSC, the Illinois Commerce Commission and the Federal Energy Regulatory Commission.

We continued our robust energy efficiency programs in both Missouri and Illinois. In 2020, we provided approximately $180 million in funding for these programs, which give our customers the ability to reduce their energy usage and help reduce emissions.

Ameren Transmission Company of Illinois completed its $1.4 billion Illinois Rivers Project, a transmission line project that spans 375 miles from Palmyra, Missouri to Sugar Creek, Indiana and will improve energy grid reliability, provide increased transmission capacity, and promote renewable and affordable energy, such as wind.

In 2020, our JD Power scores and system reliability scores were approximately 22% and 13% better compared to 2013.
*
See Appendix A for GAAP to weather-normalized core earnings reconciliation.
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Executive Compensation Matters
2020 Executive Compensation Highlights
The Company’s pay-for-performance program led to the following actual 2020 compensation being earned:

2020 annual short-term incentive base awards based on EPS, safety performance and customer-focused measures were earned at 119.9 percent of target, in addition to the individual performance modification discussed below. This payout reflected strong financial and operational performance by the Company in 2020 that was due, in part, to the strong execution of the Company’s strategy, including investing approximately $3.2 billion in capital projects, improved safety performance, solid reliability of its operations for the benefit of customers, strategic capital allocation, disciplined cost management and achieving constructive state and federal regulatory outcomes. Notwithstanding the actual results, management recommended, and the Human Resources Committee approved, a 10 percentage point downward adjustment to 109.9 percent of target for all Company officers, which includes the NEOs. This downward adjustment was made in consideration of overall safety performance, including results not yet in the top quartile, and the impact of COVID-19 on Ameren’s customers and the communities we serve.

The PSU long-term incentive awards granted in 2018 were earned at 170 percent of target based on our strong TSR relative to the defined PSU peer group over the three-year measurement period (2018-2020), which was primarily driven by share price appreciation of approximately 32 percent. The January 1, 2018 PSU awards increased in value from $58.99 per share on the grant date to $78.06 per share as of December 31, 2020. Ameren ranked fifth out of the 19-member peer group. In addition, during the period, the Company’s TSR significantly outperformed the S&P 500 Utility Index and the Philadelphia Utility Index, as shown on page 8. This strong performance was attributable to the sustained execution of the Company’s strategy that is delivering significant value to customers 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:
What we do:
What we don’t do:
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Develop pay opportunities at 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 and customer 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.
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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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Overview of Executive Compensation Program Components
In 2020, 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 earnings per share (“EPS”), safety performance and customer-focused 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 total shareholder return 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 of renewable generation and energy storage additions over a three-year performance period, as measured 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

We provide 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 our overall compensation program.
Market Data and Compensation Peer Group
In October 2019, 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 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.
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Executive Compensation Matters
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 2020 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 2020 PSU Peer Group was established as of December 2019 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 19 companies included in the 2020 PSU Peer Group as of January 1, 2020 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 2020 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 2020, there was no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term compensation. Rather, the Committee reviewed the Market Data provided by its consultant to determine the appropriate level and mix of incentive 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.
2020 Fixed Versus At-Risk Compensation
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2020 Total Cash Versus Equity-Based Compensation
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2020 Short-Term and Long-Term Incentive Compensation Targets
Name
Short-Term Incentive Targets*
Long-Term Incentive Targets*
Baxter
115% 400%
Moehn
75% 300%
Lyons
75% 300%
Mark
70% 170%
Diya
65% 160%
*
As a percentage of base salary.
Base Salary
Our base salary program is designed to reward the NEOs with market competitive salaries based upon role, experience, competence and sustained performance.
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Executive Compensation Matters
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 2019, Mr. Baxter (our Chairman, President and Chief Executive Officer) recommended a 2020 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 2019 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.
In December 2019, the Committee also approved an increase to the 2020 base salary of Mr. Baxter from $1,200,000 to $1,300,000, effective as of January 1, 2020, in connection with Mr. Baxter’s annual performance review. The Committee’s decision to adjust Mr. Baxter’s base salary was based on a number of factors, including his performance as the Company’s Chief Executive Officer and the Committee’s review of the Market Data for the chief executive officer position.
Short-Term Incentive Compensation
2020 Ameren Short-Term Incentive Plan
The Ameren Short-Term Incentive Plan (“STIP”) for 2020 was designed to reward the achievement of Ameren’s EPS performance, safety performance, customer-focused measures relating to reliability, affordability and customer satisfaction, and 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 2020:

Eliminated the equivalent availability base load coal fleet metric;

Reduced the EPS weighting from 80 percent to 75 percent;

Added two new customer satisfaction metrics (5 percent combined weight);

Retained the safety co-worker to co-worker (“c2c”) participation rate metric (5 percent weight) and replaced the c2c safety interactions metric with a safety c2c coaching metric that is designed to improve the quality of safety interactions (5 percent weight); and

Increased the System Average Interruption Frequency Index (“SAIFI”) and Callaway Nuclear Energy Center Performance Index (“CPI”) weighting from 3 1/3 percent to 5 percent each.
How the STIP Works
The 2020 STIP was composed of the following components:

Ameren’s EPS (75% weight);

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

customer-focused measures, including quantitative measures relating to reliability, affordability and customer satisfaction (15% weight); and

an individual performance modifier.
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Executive Compensation Matters
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Targets for 2020 EPS, Safety and Customer-Focused Measures
EPS, Safety and Customer-Focused Measures
The Committee established threshold, target and maximum levels of goals for each of Ameren EPS, safety c2c participation rate, safety c2c coaching interactions, and four customer-focused measures (SAIFI, CPI, JD Power Midwest Large Electric Utility Customer Index (“JD Power Index”) and the Ameren Listens Customer Care After Call Survey (“Ameren Listens Survey”)) under the 2020 STIP. Payouts for each measure for performance falling between the established levels were interpolated on a straight-line basis. The three goal levels are described below:
Measure
Threshold
Target
Maximum
EPS
94% of Target
Based on the budget approved by the Board of Directors and aligned with shareholder guidance
106% of Target
Safety c2c Participation Rate
85% of Target
4.5 percentage point improvement over prior year participation rate
115% of Target
Safety c2c Coaching Interactions
82% of Target
30% improvement over prior year safety c2c coaching interactions
118% of Target
SAIFI
Better than median industry performance
2.3% improvement over five-year SAIFI average
Better than industry top quartile
CPI
98% of Target
Aligned with average CPI during last three refueling outages
Aligned with industry excellent performance for an outage year
JD Power Index
Achievement of top half performance
Achievement of top half of 2nd quartile performance
Achievement of top quartile performance
Ameren Listens Survey
97% of Target
Sustaining top decile performance
103% of Target
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.
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Executive Compensation Matters
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 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 JD Power Index measures the top drivers of 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 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.
Individual Performance Modifier
The 2020 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 Ameren EPS, Safety and Customer-Focused Measures
At the February 2021 Committee meeting, Mr. Baxter presented 2020 STIP achievement levels for Ameren EPS, safety performance and customer-focused measures, and recommended STIP payouts for the NEOs (other than with respect to himself) to the Committee for review:

Ameren’s 2020 EPS, calculated in accordance with generally accepted accounting principles (“GAAP”), was $3.50, resulting in a payout of 110% of Target. No adjustments were made to 2020 EPS.

Safety c2c participation rate was 45.7% in 2020 and the number of safety c2c coaching interactions was 8,273, resulting in a payout of 200% of Target.

The customer-focused measures consist of the following four metrics: (i) SAIFI performance was 0.77, resulting in a payout of 172.73% of Target, (ii) CPI performance was 89.8, which is below threshold performance, resulting in no payout; (iii) JD Power Index was 4, for a payout of 200% of Target; and (iv) Ameren Listens Survey was 94.6%, for a payout of 153.33% of Target.

The weighted and combined EPS, safety and customer-focused measures resulted in a combined base award payout of 119.9% of Target.
Notwithstanding the foregoing results, management recommended, and the Committee approved, a 10 percentage point downward adjustment to the 2020 STIP base award payout to 109.9% for all Company officers, which includes the NEOs. This downward adjustment was made in consideration of overall safety performance, including results not yet in the top quartile, and the impact of COVID-19 on Ameren’s customers and the communities we serve.
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Executive Compensation Matters
The resulting metrics and payouts, as approved by the Committee in February 2021, are shown below.
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Earned through Individual Performance Modifier
As discussed above, the 2020 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 2020, the Committee, after consultation with Mr. Baxter, decreased the 2020 STIP base award for Mr. Diya by approximately 5 percent.
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Executive Compensation Matters
Resulting 2020 STIP Payouts
Actual 2020 STIP payouts are shown below as a percent of target. Payouts were made in February 2021, 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
109.9%
Moehn
109.9%
Lyons
109.9%
Mark
109.9%
Diya
104.4%
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 2020 LTIP is substantially similar to the 2019 program; however, in 2020, a Clean Energy Transition performance measure was added to the program. The Clean Energy Transition metric measures the MW of renewable generation and energy storage additions over the three-year performance period. The 2020 grants, 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 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 2020 LTIP grants, are the right to receive a share of Ameren Common Stock subject to continued employment through the approximately 38-month vesting period (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.
2020 Grants
For 2020, 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 2020 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 (2020-2022).

PSUs tied to relative TSR represent 60% of the total 2020 grant value. The NEOs’ actual number of 2020 PSUs earned, tied to relative TSR, will vary from 0 percent to 200 percent, based on our 2020-2022 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 2020 grant value. The NEOs’ actual number of 2020 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 and energy storage additions. This measure includes MW associated with new wind, solar, biomass, landfill gas and energy storage added to Ameren’s generation