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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Dec. 31, 2019

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay vs. Performance

We are providing the following information to comply with Item 402(v) of Regulation S-K:

The Pay vs. Performance (“PVP”) table below provides the “compensation actually paid” (“CAP”) to the Company’s CEO and the average CAP for non-CEO NEOs. CAP represents a new calculation of compensation that differs from the total compensation reported in the Summary Compensation Table (“SCT”). You should refer to the “Compensation Discussion and Analysis” section above for discussion regarding how the Company’s compensation program is designed to align with the Company’s performance and long-term shareholder interests.

Year (a)									Value of initial fixed $100 investment based on:
Year (a)	Summary Compensation Table Total for CEO(1) ($) (b)		Compensation Actually Paid to CEO(2) ($) (c)		Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) (d)		Average Compensation Actually Paid to Non-CEO NEOs(4) ($) (e)		Cumulative Total Shareholder Return ($) (f)		Peer Group Cumulative Total Shareholder Return(5) ($) (g)		Net Income(6) (in millions) $ (h)		Company- Selected Measure: Annual Earnings Per Share(7) ($) (i)
2023		9,009,431		2,812,991		4,486,943		2,292,462		105.1		111.6		1,152		4.38
2022		7,357,331		8,431,586		3,855,710		4,629,404		125.2		120.1		1,074		4.14
2021		9,807,836		13,567,261		3,278,949		4,395,710		122.1		118.3		990		3.84
2020		10,058,353		15,068,893		4,119,985		5,163,486		104.3		100.5		871		3.50

(1)

Mr. Lyons served as the Company’s President and Chief Executive Officer during 2022 and 2023 and additionally served as Chairman effective as of November 2, 2023. Mr. Baxter served as the Company’s Executive Chairman in 2022 through his retirement on November 2, 2023, and as Chairman, President and Chief Executive Officer in 2020 and 2021.

(2)

To calculate CAP for the CEO, as reported in column (c), the following amounts were deducted from and added to the CEO’s total compensation, as reported in the SCT:

	2023		2022		2021		2020
SCT Total for CEO		9,009,431		7,357,331		9,807,836		10,058,353
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT)		(5,121,903)		(4,271,210)		(5,572,210)		(5,546,556)
Change in Pension Value (as included in column (g) of the SCT)		(763,434)		—		(514,419)		(1,330,006)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(8)		3,132,580		4,564,904		6,503,849		7,053,682
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8)		(471,298)		(86,593)		(930,958)		267,784
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8)		(3,196,298)		638,260		4,023,820		4,366,953
Service Cost for all Defined Benefit Pension Plans		223,913		228,894		249,343		198,683
Compensation Actually Paid to CEO(9)		2,812,991		8,431,586		13,567,261		15,068,893

(3)

The Non-CEO NEOs for the applicable periods are: Mr. Lyons (2020-2021), Mr. Moehn (2020-2023), Mr. Baxter (2022), Ms. Nwamu (2022-2023), Mr. Birk (2022-2023), Mr. Richard J. Mark, the former Chairman and President of Ameren Illinois (2020-2021), Mr. Fadi M. Diya, Senior Vice President and Chief Nuclear Officer of Ameren Missouri (2020-2021), and Mr. Singh (2023).

(4)

To calculate Average CAP for the other NEOs, as reported in column (e), the following amounts were deducted from and added to the NEOs’ total compensation, as reported in the SCT:

	2023		2022		2021		2020
Average SCT Total Compensation for Non-CEO NEOs		4,486,943		3,855,710		3,278,949		4,119,985
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT)		(2,785,403)		(2,060,415)		(1,691,969)		(2,353,962)
Change in Pension Value (as included in column (g) of the SCT)		(304,745)		—		(207,943)		(552,469)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(8)		2,042,220		2,187,358		1,974,854		2,806,801
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8)		(154,054)		(107,389)		(273,115)		65,188
Change in Fair Value of Unvested Awards Granted in Prior Years that remain Unvested and Outstanding at Year-End(8)		(1,087,883)		583,120		1,183,960		971,028
Service Cost for all Defined Benefit Pension Plans		95,384		171,020		130,974		106,915
Average Compensation Actually Paid to Non-CEO NEOs(9)		2,292,462		4,629,404		4,395,710		5,163,486

(5)

Represents the Cumulative TSR for the S&P 500 Utilities Index.

(6)

Value reported is net income attributable to Ameren common shareholders, as reported in the Company’s Annual Report on Form 10-K for the applicable period.

(7)

Value reported is the Company’s GAAP diluted EPS for the respective year.

(8)

The below table provides the valuation assumptions used in determining the fair value of equity awards (on the respective valuation dates) that are materially different from those originally disclosed as of the grant date of such equity awards.

Performance Period

Valuation Date

Risk-Free Rate

Ameren’s Common Stock Volatility

Volatility Range for the Peer Group

2023 – 2028

12/31/2023

3.85%

26.2%

24.49% – 30.56%

2023 – 2025

12/31/2023

4.23%

22.0%

19.98% – 24.79%

2022 – 2024

12/31/2022

4.41%

20.09%

19.18% – 23.89%

12/31/2023

4.79%

22.1%

18.01% – 23.96%

2021 – 2023

12/31/2021

0.73%

33.2%

29.71% – 41.14%

12/31/2022

4.73%

21.99%

21.77% – 27.08%

2020 – 2022

12/31/2020

0.13%

32.2%

28.98% – 40.10%

12/31/2021

0.39%

18.0%

16.19% – 22.46%

2019 – 2021

12/31/2019

1.58%

16.5%

15.06% – 30.22%

12/31/2020

0.10%

43.3%

38.61% – 54.73%

2018 – 2020

12/31/2019

1.59%

14.3%

12.67% – 146.95%

(9)

No adjustments were required with respect to the dollar value of dividends or other earnings paid on stock or option awards, because the value of dividend equivalents accrued on such awards are included in the calculation of the fair value of such awards as of each applicable valuation date.

Company Selected Measure Name

Annual Earnings Per Share

Named Executive Officers, Footnote

(1)

Peer Group Issuers, Footnote

(5)

Represents the Cumulative TSR for the S&P 500 Utilities Index.

PEO Total Compensation Amount

$ 9,009,431

$ 7,357,331

$ 9,807,836

$ 10,058,353

PEO Actually Paid Compensation Amount

$ 2,812,991

8,431,586

13,567,261

15,068,893

Adjustment To PEO Compensation, Footnote

(2)

To calculate CAP for the CEO, as reported in column (c), the following amounts were deducted from and added to the CEO’s total compensation, as reported in the SCT:

	2023		2022		2021		2020
SCT Total for CEO		9,009,431		7,357,331		9,807,836		10,058,353
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT)		(5,121,903)		(4,271,210)		(5,572,210)		(5,546,556)
Change in Pension Value (as included in column (g) of the SCT)		(763,434)		—		(514,419)		(1,330,006)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(8)		3,132,580		4,564,904		6,503,849		7,053,682
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8)		(471,298)		(86,593)		(930,958)		267,784
Change in Fair Value of Unvested Awards Granted in Prior Years that Remain Unvested and Outstanding at Year-End(8)		(3,196,298)		638,260		4,023,820		4,366,953
Service Cost for all Defined Benefit Pension Plans		223,913		228,894		249,343		198,683
Compensation Actually Paid to CEO(9)		2,812,991		8,431,586		13,567,261		15,068,893

Non-PEO NEO Average Total Compensation Amount

$ 4,486,943

3,855,710

3,278,949

4,119,985

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,292,462

4,629,404

4,395,710

5,163,486

Adjustment to Non-PEO NEO Compensation Footnote

(4)

To calculate Average CAP for the other NEOs, as reported in column (e), the following amounts were deducted from and added to the NEOs’ total compensation, as reported in the SCT:

	2023		2022		2021		2020
Average SCT Total Compensation for Non-CEO NEOs		4,486,943		3,855,710		3,278,949		4,119,985
Deductions from SCT:
Grant Date Fair Value of Equity-Based Awards Granted in Year (as Reported in Column (e) of the SCT)		(2,785,403)		(2,060,415)		(1,691,969)		(2,353,962)
Change in Pension Value (as included in column (g) of the SCT)		(304,745)		—		(207,943)		(552,469)
Additions to SCT:
Fair Value at Year-end of Unvested Awards Granted in Year(8)		2,042,220		2,187,358		1,974,854		2,806,801
Change in Fair Value of Awards Granted in Prior Years that Vested during the Year(8)		(154,054)		(107,389)		(273,115)		65,188
Change in Fair Value of Unvested Awards Granted in Prior Years that remain Unvested and Outstanding at Year-End(8)		(1,087,883)		583,120		1,183,960		971,028
Service Cost for all Defined Benefit Pension Plans		95,384		171,020		130,974		106,915
Average Compensation Actually Paid to Non-CEO NEOs(9)		2,292,462		4,629,404		4,395,710		5,163,486

Compensation Actually Paid vs. Company Selected Measure

Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table

The most important annual financial measure that the Company uses to link pay to performance is the Company’s annual EPS, which is not only the most heavily weighted metric in the STIP, but also generally consistent with Ameren’s TSR, which is the most heavily weighted performance metric in the Company’s LTIP. As shown in the chart below, the Company’s EPS increased by 9.7% between 2020 and 2021, while the CEO and Average NEO CAP decreased by 10% and 14.9%, respectively, for the same period. In 2022, while the Average NEO CAP increased by 5.3% and the CEO CAP decreased by 37.9%, driven primarily by the appointment of a new CEO effective January 1, 2022, the Company’s EPS increased by 7.8%. In 2023, while the CEO CAP and the Average NEO CAP decreased by 66.6% and 50.5% respectively, driven primarily by the impact on the fair value of outstanding equity awards of the fourth quarter 2023 Ameren stock price decline as a result of the unfavorable regulatory outcomes in Ameren Illinois’ natural gas and multi-year electric distribution rate review and grid plan proceedings, the Company’s EPS increased by 5.8%.

During the four-year period (2020 – 2023), the Company’s Cumulative TSR was 5.1 percent and the Company’s net income increased by 32.3%. Over the same period, the S&P 500 Utilities Index provided a cumulative TSR of 11.6 percent. The value of an initial fixed $100 investment based on the Company’s cumulative TSR was 3.8, 3.8, and 5.1 percentage points above the S&P 500 Utilities Index TSR in 2020, 2021, and 2022, respectively, and 6.5 percentage points below for 2023, driven primarily by the impact of the fourth quarter 2023 Ameren stock price decline as a result of the unfavorable regulatory outcomes in Ameren Illinois’ natural gas and multi-year electric distribution rate review and grid plan proceedings.

Tabular List, Table

Additional Company-Selected Performance Measures

The following table represents the unranked list of the most important performance measures the Company used to align compensation actually paid to the CEO and NEOs for 2023 to Company performance. While these performance measures are the most important measures, additional financial and other measures were also considered to align the CEO and NEOs’ pay and performance as further described in the “Compensation Discussion and Analysis” section above.

	Annual EPS
	Three-Year TSR Ranking vs. the TSR Peer Group
	Clean Energy Transition metric

These measures generally reflect those used internally to measure Company performance and externally to report to investors, and taken together they provide a holistic measure of Company growth, shareholder value and overall financial performance, as well as progress toward transitioning to clean energy through the addition of renewable generation, energy storage and the retirement of coal-fired energy centers.

Total Shareholder Return Amount

$ 105.1

125.2

122.1

104.3

Peer Group Total Shareholder Return Amount

111.6

120.1

118.3

100.5

Net Income (Loss)

$ 1,152,000,000