TABLE OF CONTENTS
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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(Name of Registrant as Specified In Its Charter)

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LOGO

2018

Notice of Annual Meeting

of Shareholders

and Proxy Statement

Thursday, May 3, 2018, 10:00 a.m. CDT

Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602

0-11

LOGO

​

TABLE OF CONTENTS
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TABLE OF CONTENTS
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Dear Fellow Shareholders:

You are cordially invited to attend Ameren Corporation’s 20182024 Annual Meeting of Shareholders, which will be held at the Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602,in a virtual-only format on Thursday, May 3, 2018,9, 2024, at 10:0010 a.m. CDT. You can also listen to a live webcast offind additional information about the meeting at www.amereninvestors.com.

At the meeting, I look forward to sharing with you information about our company’s strong, purpose-driven performance during 2017. Highlights include:

A total investment of $2.1 billion in energy infrastructure to better serve customers;

A total shareholder return of 16 percent, including a 4 percent increase in the quarterly dividend during the fourth quarter of 2017. For the three and five years ending December 31, 2017, Ameren shares also provided a total shareholder return of 42 percent and 133 percent, respectively. These results exceeded the total shareholder returns of the S&P 500 Utility and Philadelphia Utility indices for each of these periods;

Achieving constructive outcomes in several regulatory proceedings, as well as meaningful improvements in worker safety and engagement, customer satisfaction, electric and gas system reliability and energy center performance;

Recognition by DiversityInc as the top utility in the nation for diversity and inclusion for the third consecutive year;

The initiation of our innovative Ameren Accelerator program, a unique public-private partnership to identify and accelerate advanced energy technologies fromstart-up companies and entrepreneurs around the world; and

Ameren Missouri’s 2017 integrated resource plan filing with the Missouri Public Service Commission, which sets forth a preferred plan that includes the addition of at least 700 megawatts of wind generation by 2020, representing a potential investment of approximately $1 billion, and 100 megawatts of solar generation by 2027. The preferred plan is consistent with Ameren Missouri’s objective of transitioning its generation fleet to a cleaner, more diverse energy portfolio in a responsible fashion. Further, Ameren Missouri announced it is targeting substantial carbon emission reductions of 35 percent by 2030, 50 percent by 2040 and 80 percent by 2050 from the 2005 level.

In keeping with our commitment to environmental stewardship, during the first quarter of 2019, we will publish a report dedicated to climate risk. The report will include analysis of the potential impacts of future policy and technology changes on our generation portfolio and will leverage the results of our participation in the Electric Power Research Institute’s study regarding utility industry scenario analyses with respect to climate change.

While I have highlighted our strong performance in 2017, it is important to note that our strategy is designed to deliver superior value not just for one year or five years into the future, but for decades to come. Executing our strategy will enable Ameren to address the rapid changes taking place in our industry, meet our customers’ rising energy needs and expectations, and deliver superior value to you, our shareholders.

Details for meeting attendance are included in this proxy statement.

For more than a decade, our company has remained steadfast in the execution of a consistent strategy to
[MISSING IMAGE: ph_martylyons01-4c.jpg]
drive performance for customers and investors. In 2023, we continued to focus on investing in rate-regulated infrastructure, enhancing regulatory frameworks and advocating for responsible policies while optimizing operating performance. In so doing, our goal is to provide safe, reliable, resilient, affordable and increasingly cleaner energy for our customers while growing value for our communities and you, our shareholders. Highlights of the execution of our strategy in 2023 include:
•
We invested approximately $3.6 billion in electric and natural gas energy infrastructure for the benefit of our customers. This included significant investments across each of our business segments that are supporting improvements to the safety, reliability, resiliency and efficiency of our electric and natural gas systems.
•
Ameren Missouri filed its 2023 Integrated Resource Plan (“IRP”) outlining a least-cost approach to reliably meet customer energy needs in an environmentally responsible manner. The plan reflects aggregate investment opportunities of approximately $4.7 billion between 2024-2028 to facilitate our clean energy transition, including significant additions of renewable energy resources and on-demand generation resources that will ensure continued reliability for customers. The IRP reflects a balanced path to achieving net-zero carbon emissions by 2045 and interim reductions of 60 percent and 85 percent below 2005 levels by 2030 and 2040, respectively.
•
Ameren Transmission commenced work on the development of a portfolio of regional transmission projects assigned to Ameren under the Midcontinent Independent System Operator, Inc. (“MISO”) Long-Range Transmission Planning (“LRTP”) process. These projects, which MISO estimates will represent a $1.8 billion investment, are designed to ensure the continued reliability and resiliency of the electric grid during the clean energy transition. Ameren was also selected by MISO in 2023 to develop two competitive LRTP projects, which together represent an estimated $100 million investment.
​
•
We continued to deliver on our sustainability value proposition through our meaningful social impacts, delivering value to customers while focused on safety. Our Ameren-supplied residential customer rates, on average, remained below the Midwest utility average. We also achieved top quartile reliability performance, based on the average of Ameren Missouri and Ameren Illinois system average interruption frequency index scores. And our safety achievements included our lowest overall recordable incident rate. Also, enclosedwe provided over $215 million in energy efficiency and philanthropic funding to support eligible customers and charities during 2023.
​
•
We achieved strong financial results in 2023, increasing our earnings approximately 6 percent over our 2022 performance while maintaining a strong balance sheet. Reflecting its confidence in our business outlook and management’s ability to execute our strategy, our board of directors declared an increase in our quarterly dividend of approximately 7 percent and 6.3 percent in the first quarters of 2023 and 2024, respectively.
​
Notwithstanding our delivery of these strong results and strategic actions across our operating segments, the Illinois Commerce Commission issued disappointing orders in Ameren Illinois’ natural gas delivery service and electric distribution multi-year rate plan proceedings. While we will continue to operate in a manner that maintains safe and adequate service for our customers, we are detailsalso taking prudent steps to align our operations with the terms of the orders, including through significant reductions to Ameren Illinois’ planned capital investments. Consistent with our strategy, we will advocate for fair and constructive energy policies to promote the necessary investments to provide safe, reliable, resilient, affordable and increasingly cleaner energy for our customers. And we will maintain an enhanced focus on disciplined cost management across the enterprise.
This year’s annual meeting will once again be held exclusively via live webcast. The online format has successfully expanded our ability to connect with shareholders while still providing you the same opportunities to vote and ask questions that you would have had at an in-person meeting, including by submitting questions in writing in advance of the annual meeting on our pre-meeting forum at www.proxyvote.com. Details regarding how to participate in the annual meeting, including how and when to vote and submit questions, are included in this proxy statement along with other important information.Your vote is very important, so please cast it promptly, even if you plan to attendparticipate in the annual meeting.

Thank you for your strong support

Sincerely,
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Martin J. Lyons, Jr.
Chairman, President and confidence in our company.

Chief Executive Officer
March 26, 2024
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​
Sincerely,2024 Proxy Statement

LOGO

​
Warner L. Baxter​

Chairman, President and Chief Executive Officer

March 19, 2018

3		​

NOTICE

TABLE OF ANNUAL MEETINGOF SHAREHOLDERSOF AMEREN CORPORATION

To the Shareholders CONTENTS​

Notice of Ameren Corporation:

We will hold the Annual Meeting of Shareholders
of Ameren Corporation (the “Company”) at the Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602, on Thursday, May 3, 2018, at 10:00 a.m. CDT, for the purposes of:

(1) electing 12 directors for terms ending at the annual meeting of shareholders to be held in 2019;

(2) providing anon-binding advisory vote to approve the compensation of our executives disclosed in the attached proxy statement;

(3) ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;

(4) considering a shareholder proposal regarding a report on coal combustion residuals, if presented at the meeting by the proponent; and

(5) acting

Time and Date​​Place​
10 a.m. CDT
on Thursday,
May 9, 2024		​​Ameren Corporation’s 2024 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/AEE2024.​
Voting Items
Proposals​​Board Vote Recommendation​​For Further Details​
1.
Election of 13 director nominees
​
​​
“FOR” each director nominee
​​Page 19​
2.
Advisory approval of executive compensation
​
​​“FOR”​​Page 52​
3.
Ratification of PricewaterhouseCoopers LLP (“PwC”) as independent registered public accounting firm for 2024
​
​​“FOR”​​Page 95​
Shareholders will also act on other proper 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 Stockcommon stock at the close of business on February 26, 2018,March 11, 2024, you are entitled to vote at the meetingAnnual Meeting and at any adjournment thereof. All shareholders are requested to be present atTo attend, vote and ask questions during the meeting in person or by proxy so that a quorum may be assured.

On or about March 19, 2018, weAnnual Meeting, you will mail to certain of our shareholders a Notice of Internet Availability of Proxy Materials, which will indicate how to access our proxy materials onneed the Internet. By furnishing the Notice of Internet Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our annual meeting.

Your prompt vote by proxy will reduce expenses. Please promptly submit your proxy by telephone, Internet or mail by following the instructions found16-digit control number included on your Notice of Internet Availability of Proxy Materials, or proxy card. If you attend the meeting, you may revoke your proxy by voting in person.

If you plan to attend the annual meeting of shareholders, please advise the Company in your proxy vote (by telephone or the Internet or, if you receive printed proxy materials, by checking the appropriate box on the proxy card) and bring the Admission Ticket on the reverse side of your proxy instruction card with you to the meeting. Persons without tickets will be admitted to the meeting upon verification of their shareholdings in the Company. If your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on February 26, 2018, the record date for voting. Please note that cameras and other recording devices will not be allowed in the meeting.

By order of the Board of Directors.

LOGO
Gregory L. Nelson
Senior Vice President, General Counsel and Secretary

St. Louis, Missouri

March 19, 2018

IMPORTANT NOTICE REGARDINGTHE AVAILABILITYOF PROXY MATERIALSFORTHE ANNUAL MEETINGTOBE HELDON MAY 3, 2018:

THISPROXYSTATEMENTANDOUR 2017 FORM10-K,INCLUDINGCONSOLIDATEDFINANCIALSTATEMENTS,AREAVAILABLETOYOUATWWW.AMERENINVESTORS.COM/FINANCIAL-INFO/PROXY-MATERIALS/AMEREN-PROXY-MATERIAL.

  TABLE OF CONTENTS  

TABLEOF CONTENTS

PAGE
PROXY STATEMENT SUMMARY1
FORWARD-LOOKING INFORMATION7
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING7
AMEREN CORPORATE GOVERNANCE OVERVIEW12
ITEMS YOU MAY VOTE ON13

Item (1):     Election of Directors

13

Information Concerning Nominees to the Board of Directors

13

Board Structure

21

Board Committees

25

Corporate Governance

28

Director Compensation

37

Item(2):     Non-Binding Advisory Approval of Executive Compensation

40

Item (3):     Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018

41

Item (4):     Shareholder Proposal Regarding a Report on Coal Combustion Residuals

41

Other Matters

46

SECURITY OWNERSHIP47

Security Ownership of More Than Five Percent Shareholders

47

Security Ownership of Directors and Management

48

Stock Ownership Requirements

49

Section  16(a) Beneficial Ownership Reporting Compliance

49

EXECUTIVE COMPENSATION50

Human Resources Committee Report

50

Compensation Discussion and Analysis

50

Named Executive Officers

50

Fiscal 2017 Company Business Highlights

51

Fiscal 2017 Company Executive Compensation Highlights

51

Guiding Objectives

52

Overview of Executive Compensation Program Components

53

Market Data and Compensation Peer Group

53

Mix of Pay

54

Base Salary

56

Short-Term Incentive Compensation: Executive Incentive Plan

56

Targets for 2017 EPS,Co-Worker Interactions and Customer Measures

57

Long-Term Incentive Compensation

60

Perquisites

64

Retirement Benefits

64

Severance

64

Change of Control

65

Ameren Corporation2018 Proxy Statement    i

  TABLE OF CONTENTS  

PAGE

Common Stock Ownership Requirement

65

Anti-Pledging and Anti-Hedging Policy

66

Clawback

66

Timing of Compensation Decisions and Awards

66

Consideration of Company’s 2017“Say-on-Pay” Vote

67

Other Considerations for Changes in Compensation Opportunities

67

Role of Executive Officers

67

Other Compensation Matters

67

Compensation Tables and Narrative Disclosures

68

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

70

Pension Benefits

72

Nonqualified Deferred Compensation

74

Other Potential Post-Employment Payments

77

CEO Pay Ratio

83

AUDIT AND RISK COMMITTEE REPORT84
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM85

Fees for Fiscal Years 2017 and 2016

85

Policy Regarding thePre-Approval of Independent Registered Public Accounting Firm Provision of Audit,
Audit-Related andNon-Audit Services

86

SHAREHOLDER PROPOSALS87
PROXY SOLICITATION88
FORM10-K88
APPENDIX A89
DIRECTIONS AND MAP90

ii    Ameren Corporation2018 Proxy Statement

  PROXY STATEMENT SUMMARY  

PROXY STATEMENT SUMMARY

Below is a summary of information contained elsewhere in this proxy statement and in the Company’s Annual Report on Form10-K for the year ended December 31, 2017 (the “2017 Form10-K”) as filed with the Securities and Exchange Commission (the “SEC”). You should read the entire proxy statement and the 2017 Form10-K carefully before voting.

Fiscal 2017 Company Business Highlights

Ameren’s strategic plan includes investing in, and operating its utilities in, a manner consistent with existing regulatory frameworks, enhancing those frameworks, and advocating for responsible energy and economic policies, as well as creating and capitalizing on opportunities for investment for the benefit of its customers and shareholders. Ameren remains focused on disciplined cost management and strategic capital allocation. Examples of successful execution of this strategy in 2017 include the following:

The Company invested a total of $2.1 billion in energy infrastructure to better serve customers.

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

The Company achieved meaningful improvements in worker safety and engagement, customer satisfaction, electric and gas system reliability and energy center performance.

Working with industry colleagues, Ameren successfully advocated for provisions in the federal Tax Cut and Jobs Act of 2017 that retain important tax benefits for both customers and shareholders.

DiversityInc recognized the Company as the top utility in the nation for diversity and inclusion again in 2017, the third consecutive year the Company has won this honor.

Ameren Missouri’s electric regulatory rate review before the Missouri Public Service Commission (“MPSC”) resulted in a constructive $92 million increase in annual base rates effective in April 2017. These new rates favorably impacted financial results and supported efforts to earn a fair return on infrastructure investments made for the benefit of customers.

Ameren Missouri filed its most recent integrated resource plan with the MPSC in September 2017. The preferred plan includes the addition of at least 700 megawatts of wind generation by 2020, representing a potential investment of approximately $1 billion, and 100 megawatts of solar generation by 2027 and is consistent with the requirements of Missouri’s Renewable Energy Standard and Ameren Missouri’s objective of transitioning its generation fleet to a cleaner, more diverse energy portfolio in a responsible fashion. Further, Ameren Missouri announced it is targeting substantial carbon emission reductions of 35 percent by 2030, 50 percent by 2040 and 80 percent by 2050 from the 2005 level.

Ameren earned $2.14 per diluted share on a GAAP basis and $2.83 per diluted share on a core(non-GAAP) basis in 2017. The 2017 core earnings represented a strong 5.6 percent increase over 2016 GAAP and core earnings of $2.68 per diluted share. Core results for 2017 excludednon-cash charges of 69 cents per diluted share reflecting the revaluation of deferred taxes as a result of changes in Illinois and federal income tax rates.*

The Company’s Board of Directors expressed continued confidence in Ameren’s long-term outlook by increasing the quarterly dividend 4 percent in the fourth quarter of 2017, which was the fourth consecutive year the dividend was increased.

Ameren shares provided a total shareholder return of 16 percent, 42 percent and 133 percent for the one, three and five years ending December 31, 2017, respectively. These results exceeded the total shareholder returns of the S&P 500 Utility and Philadelphia Utility indices for each of these periods.

*See Appendix A for GAAP to core earnings reconciliation.


Ameren Corporation2018 Proxy Statement    1

  PROXY STATEMENT SUMMARY  

Annual Meeting of Shareholders

Time and Date:10:00 a.m. CDT on Thursday, May 3, 2018
Place:

Peoria Civic Center

201 SW Jefferson Ave.

Peoria, Illinois 61602

Record Date:February 26, 2018
Voting:Only shareholders as of the close of business on the record date are entitled to vote. 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 either in person at the annual meeting or by telephone, the Internet or mail. See “QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING — How do I vote?” on page 9 for more details regarding how you may vote if you are a registered holder or a beneficial owner of shares held in “street name.”
Admission:An admission ticket is required to enter the annual meeting. Please follow the advance registration instructions on your Notice of Internet Availability of Proxy Materials or proxy card.
Notice:On or about March 19, 2018, 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 19, 2018, we began mailing the accompanying proxy card to certain shareholders.

Voting Matters

Board Vote

Recommendation

Page Reference

  (for more detail)  

Election of 12 Directors

FOR EACH

DIRECTOR NOMINEE

13

Management Proposals

Non-Binding Advisory Approval of Executive Compensation

FOR

40

Ratification of PricewaterhouseCoopers LLP (“PwC”) as Independent Registered Public Accounting Firm for 2018

FOR

41

Shareholder Proposal

Shareholder Proposal Regarding a Report on Coal Combustion Residuals

AGAINST

41



2    Ameren Corporation2018 Proxy Statement

  PROXY STATEMENT SUMMARY  

Board 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.

            Committee Membership
  Name Age 

Director

Since

 Occupation 

Experience/

Qualification

 Independent ARC HRC NCGC NOC  FC 

 

Warner L. Baxter

 

 

56

 

 

2014

 

 

Chairman, President and Chief Executive Officer of the Company

 

 

•  Leadership

•  Strategy

•  Regulatory

•  Industry

•  Finance

•  Risk Management

•  Government Relations

•  Accounting

•  Operations

•  Compensation

 

      

 

Catherine S. Brune

 

 

64

 

 

2011

 

 

Retired President, Allstate Protection Eastern Territory of Allstate Insurance Company

 

 

•  Leadership

•  Strategy

•  Technology

•  Risk Management

•  Finance

•  Regulatory

•  Compensation

•  Operations

•  Customer Relations

 

 

 

X

 

 

X

  X  

 

J. Edward Coleman

 

 

66

 

 

2015

 

 

Former Chief Executive Officer of CIOX Health

 

 

•  Leadership

•  Strategy

•  Finance

•  Technology

•  Customer Relations

•  Compensation

•  Operations

 

 

 

X

 

 

X

   

 

X

 

 

Ellen M. Fitzsimmons

 

 

57

 

 

2009

 

 

Corporate Executive Vice President, General Counsel and Corporate Secretary of SunTrust Banks, Inc.

 

 

•  Leadership

•  Government Relations

•  Finance

•  Regulatory

•  Compensation

•  Risk Management

•  Governance

•  Legal

 

 

 

X

    

 

X

 

 

X

 

Rafael Flores

 

 

62

 

 

2015

 

 

Former Senior Vice President and Chief Nuclear Officer of Luminant

 

 

•  Leadership

•  Government Relations

•  Regulatory

•  Industry

•  Risk Management

•  Compensation

•  Operations

 

 

 

X

   

 

X

 

 

X

 

 

Walter J. Galvin

 

 

71

 

 

2007

 

 

Retired Vice Chairman and Chief Financial Officer of Emerson Electric Co.

 

 

•  Leadership

•  Accounting

•  Finance

•  Risk Management

•  Regulatory

•  Compensation

•  Industry

 

 

 

X, L*

 

 

C

    

 

X

 

Richard J. Harshman

 

 

61

 

 

2013

 

 

Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated

 

 

•  Leadership

•  Strategy

•  Finance

•  Industry

•  Operations

•  Regulatory

•  Compensation

•  Customer Relations

 

 

 

X*

   

 

X

   

 

C

  


Ameren Corporation2018 Proxy Statement    3

  PROXY STATEMENT SUMMARY  

            Committee Membership
  Name Age 

Director

Since

 Occupation 

Experience/

Qualification

 Independent ARC HRC NCGC NOC  FC 

 

Craig S. Ivey

 

 

55

 

 

2018

 

 

Retired President of Consolidated Edison Co. of New York, Inc.

 

 

•  Leadership

•  Strategy

•  Regulatory

•  Industry

•  Risk Management

•  Government Relations

•  Operations

•  Customer Relations

 

 

 

X

 

 

X

   

 

X

 

 

Gayle P. W. Jackson

 

 

71

 

 

2005

 

 

President and Chief Executive Officer of Energy Global, Inc.

 

 

•  Leadership

•  Strategy

•  Industry

•  Finance

•  Regulatory

•  Compensation

 

 

 

X

   

 

C

 

 

X

 

James C. Johnson

 65 2005 Retired General Counsel of Loop Capital Markets LLC 

•  Leadership

•  Legal

•  Governance

•  Finance

•  Regulatory

•  Risk Management

•  Compensation

 X  C X  

Steven H. Lipstein

 61 2010 Former President and Chief Executive Officer of BJC HealthCare 

•  Leadership

•  Strategy

•  Finance

•  Regulatory

•  Compensation

•  Customer Relations

•  Operations

 X  X   X

Stephen R. Wilson

 69 2009 Retired Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc. 

•  Leadership

•  Strategy

•  Finance

•  Regulatory

•  Operations

•  Risk Management

•  Compensation

•  Customer Relations

 X   X     C

ARC

HRC

NCGC

NOC

FC

Audit and Risk Committee

Human Resources Committee

Nominating and Corporate Governance Committee

Nuclear and Operations Committee

Finance Committee

C

L

Member and Chair of a Committee

Lead Director

*Mr. Harshman will succeed Mr. Galvin as the Lead Director effective May 3, 2018.

The fact that we do not list a particular experience or qualification for a director nominee does not mean that nominee does not possess that particular experience or qualification.

Executive CompensationNon-Binding Advisory Vote

The Company is asking shareholders to approve, on anon-binding, advisory basis, the compensation of the executives named in the 2017 Summary Compensation Table in this proxy statement (the “Named Executive Officers” or “NEOs”) and as disclosed herein and encourages shareholders to review closely the Compensation Discussion and Analysis, the compensation tables and the other narrative executive compensation disclosures contained in this proxy statement.

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 thesize-adjusted median of the compensation opportunities provided by similar utility industry companies (the “Market Data”), adjusted for our short- and long-term performance and the individual’s performance. The Board recommends a “FOR”



4    Ameren Corporation2018 Proxy Statement

  PROXY STATEMENT SUMMARY  

vote because it believes that the Human Resources Committee, which is responsible for establishing the compensation for the NEOs, designed the 2017 compensation program to align the long-term interests of the NEOs with that of shareholders to maximize shareholder value.

2017 Compensation Program Components

  Type

Form

Terms

Fixed Pay

Base Salary

•  Set annually by the Human Resources Committee based upon the Market Data and other factors.

Short-term incentives

Executive Incentive Plan

•  Cash incentive pay based upon Company-wide earnings per share on a continuing diluted basis (“EPS”), safety performance and customer measures with an individual performance modifier.

Long-term incentives

Performance Share Unit (“PSU”) Program

•  Performance-based PSUs have a three-year performance period dependent on total shareholder return compared to utility industry peers.

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 opportunity to defer part of base salary and short-term incentives, with earnings imputed at market rates.

“Double-Trigger” Change of Control Protections

•  Severance pay and vesting or payment of PSUs upon a change of control together with a termination of employment.

Limited Perquisites

•  Company provides limited perquisites to the NEOs, such as financial and tax planning.

Fiscal 2017 Executive Compensation Highlights

The Company’spay-for-performance program led to the following actual 2017 compensation being earned:

2017 annual short-term incentive base awards based on EPS,co-worker safety interactions and customer measures were earned at 153.98 percent of target; this payout reflected strong financial and operational performance by the Company in 2017 that was due, in part, to the successful execution of the Company’s strategy as described on page 1; improved safety practices and enhanced reliability of its operations for the benefit of customers, and strategic capital allocation and disciplined cost management.

162.5 percent of the target three-year long-term incentive awards made in 2015 was earned based on our total shareholder return relative to the defined utility peer group over the three-year measurement period (2015-2017) plus accrued dividends of approximately 11 percent. Ameren ranked fifth out of the17-member peer group. The January 1, 2015 PSU awards increased in value from $46.13 per share on the grant date to $58.99 per share as of December 31, 2017. This strong performance was attributable to the successful execution of the Company’s strategy that is delivering superior value to customers and shareholders.


Ameren Corporation2018 Proxy Statement    5

  PROXY STATEMENT SUMMARY  

The Company’s compensation program for 2017 was substantially similar to the 2016 program, which was approved by approximately 95 percent of votes by shareholders entitled to vote and represented at the Company’s 2017 annual meeting. Highlights of the Company’s 2017 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;

a long-term incentive program that was entirely performance-based and aligned with shareholder interests through a link to stock price and measurement of stock performance versus peer companies;

a “clawback” provision for annual and long-term incentives in the event of financial restatements and conduct or activity that is detrimental to the Company or violates the confidentiality ornon-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 taxgross-ups for change of control 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.

Ratification of PwC as Our Independent Registered Public Accounting Firm

As a matter of good corporate governance, the Company is asking shareholders to ratify the appointment of PwC as our independent registered public accounting firm for fiscal 2018. Set forth below is summary information with respect to PwC’s fees for services provided in fiscal 2017 and fiscal 2016.

   

Year Ended
December 31, 2017

 

   

Year Ended
December 31, 2016

 

 

Audit Fees

 

          $

 

3,921,725        

 

 

 

          $

 

3,737,261        

 

 

 

Audit-Related Fees

 

          $

 

20,000        

 

 

 

          $

 

764,653        

 

 

 

Tax Fees

 

          $

 

75,000        

 

 

 

          $

 

0        

 

 

 

All Other Fees

 

          $

 

91,585        

 

 

 

          $

 

286,654        

 

 

 



6    Ameren Corporation2018 Proxy Statement

  QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING  

Proxy Statement of Ameren Corporation

(First sent or given on or about March 19, 2018 to shareholders receiving written materials)

Principal Executive Offices:

One Ameren Plaza

1901 Chouteau Avenue

St. Louis, MO 63103

FORWARD-LOOKING INFORMATION

Statements in this proxy statement not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions and financial performance. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Ameren Corporation (the “Company,” “Ameren,” “we,” “us” and “our”) is providing this cautionary statement to disclose that there are important factors that could cause actual results to differ materially from those anticipated. Reference is made to the 2017 Form10-K for a list of such factors.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q.When and where will the annual meeting be held?

A.           The Annual Meeting of Shareholders of the Company (the “Annual Meeting”) will be held on Thursday, May 3, 2018, and at any adjournment thereof. Our Annual Meeting will be held at the Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602, at 10:00 a.m. CDT. A map and directions to the Annual Meeting appear on the final page of this proxy statement.

Q.Who is entitled to vote?

A.           Only shareholders of record of our common stock, $0.01 par value (“Common Stock”), at the close of business on the record date, February 26, 2018, are entitled to vote at the Annual Meeting.

Q.What will I be voting on?

A.          1. Election of Directors.

  Twelve 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.

  2.Non-Binding Advisory Approval of Executive Compensation.

  In accordance with Section 14A of the Exchange Act, the Company is providing shareholders with the right to cast anon-binding advisory vote at the Annual Meeting to approve the compensation of the NEOs. 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.

  3. Ratification of the Appointment of PwC as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018.

  The Company is asking its shareholders to ratify the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. PwC was appointed by the Audit and Risk Committee.

Ameren Corporation2018 Proxy Statement    7

  QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING  

  4. A Shareholder Proposal Regarding a Report on Coal Combustion Residuals.

  The Company is asking its shareholders to vote against a shareholder proposal regarding a report on coal combustion residuals, if presented at the meeting by the proponent.

Q.How many votes do I have?

A.           Each share of Common Stock is entitled to one vote. The shares referred to on your proxy card, or Noticeon 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 Availability of Proxy Materials represent all shares registeredor mail, or during the Annual Meeting by participating in the name(s) shown thereon, includingvirtual 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 our dividend reinvestment and stock purchase plan (“DRPlus Plan”) and Ameren’s 401(k) savings plan.

Q.How do I obtain materials for the Annual Meeting?

A.           As permitted by SEC rules, we are making this proxy statement and our annual report available to shareholders electronically via the Internet. “street name.”

Date of Mailing
On or about March 19, 2018,26, 2024, 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 inon the notice. The proxy statement and our 2017 Form10-K, including consolidated financial statements, are available to you at www.amereninvestors.com/financial-info/proxy-materials/ameren-proxy-material.

  This proxy statement andOn or about March 26, 2024, we began mailing the accompanying proxy card are also first being mailed to shareholders on or about March 19, 2018. In the same package with this proxy material, you should have received a copy of our 2017 Form10-K, including consolidated financial statements. When you receive this package, if all of these materials are not included, please contact us and a copy of any missing material will be sent at no expense to you.

  You may reach us:

- by mail addressed to

Officecertain shareholders.

By order of the Board of Directors,
[MISSING IMAGE: sg_chondajnwamu-bw.jpg]
Chonda J. Nwamu
Executive Vice President, General Counsel and Secretary

Ameren Corporation

P.O. Box 66149, Mail Code 1370

St. Louis, MO 63166-6149

- by calling toll-free1-800-255-2237 (or in the St. Louis area314-554-3502).

Missouri
March 26, 2024
Q.​How many shares must be present to hold​
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting?Meeting to be held on May 9, 2024:
This proxy statement and our 2023 Form 10-K, including consolidated financial statements, are available to you at www.amereninvestors.com/investors/proxy-materials.
​​

A.           In order to conduct the Annual Meeting, holders

​
​4​​Ameren Corporation​
TABLE OF CONTENTS​​
Table of more thanone-half of the outstanding shares entitled to vote must be present in person or represented by proxy so that thereContents
​NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
AMEREN CORPORATION		​​​​
4
​​
​
PROXY STATEMENT SUMMARY
​​​​6​​
​
Company Overview
​​​​
6
​​
​Our Sustainability Value Proposition for Customers, Shareholders and the Environment​​​​
6
​​
​
2023 Financial Performance Highlights
​​​​
9
​​
​
Human Capital Management
​​​​
10
​​
​
Board of Director Highlights
​​​​
14
​​
​
2023 Executive Compensation Program Components
​​​​
16
​​
​
2023 Executive Compensation Highlights
​​​​
16
​​
​
CORPORATE GOVERNANCE
​​​​19​​
​
Item 1 Election of Directors
​​​​
19
​​
​Information Concerning Nominees to the Board of Directors​​​​
19
​​
​
Board Composition and Refreshment
​​​​
28
​​
​
The Board’s Role and Responsibilities
​​​​
30
​​
​
Board Structure
​​​​
35
​​
​
Board Committees
​​​​
39
​​
​
Board Practices, Policies and Processes
​​​​
44
​​
​
Director Compensation
​​​​
48
​​
​
EXECUTIVE COMPENSATION MATTERS
​​​​52​​
​
Item 2 Advisory Approval of Executive Compensation (Say-on-Pay)
​​​​
52
​​
​
Executive Compensation
​​​​
53
​​
​
Human Resources Committee Report
​​​​
53
​​
​
Compensation Discussion and Analysis
​​​​
53
​​
​
Executive Overview
​​​​
53
​​
​
Mix of Pay
​​​​
60
​​
​
Base Salary
​​​​
61
​​
​
Short-Term Incentive Compensation
​​​​
61
​​
​
Long-Term Incentive Compensation
​​​​
66
​​
​
Perquisites
​​​​
70
​​
​
Retirement Benefits
​​​​
70
​​
​
Executive Compensation Decision-Making Process
​​​​
71
​​
​
Other Compensation Matters
​​​​
74
​​
​
Compensation Tables and Narrative Disclosures
​​​​
76
​​
​
CEO Pay Ratio
​​​​
90
​​
​
Pay Versus Performance
​​​​
91
​​
​
AUDIT MATTERS
​​​​95​​
​
Item 3 Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024
​​​​
95
​​
​Selection of Independent Registered Public Accounting Firm​​​​
95
​​
​
Fees for Fiscal Years 2023 and 2022
​​​​
96
​​
​
Policy Regarding the Pre-Approval of Independent Registered Public Accounting Firm Provision of Audit, Audit-Related and Non-Audit Services
​​​​
97
​​
​
Audit and Risk Committee Report
​​​​
97
​​
​
SECURITY OWNERSHIP
​​​​99​​
​Security Ownership of More Than Five Percent Shareholders​​​​
99
​​
​
Security Ownership of Directors and Management
​​​​
100
​​
​
Delinquent Section 16(a) Reports
​​​​
101
​​
​
ADDITIONAL INFORMATION
​​​​102​​
​Questions and Answers About the Annual Meeting and Voting​​​​
102
​​
​
Other Matters
​​​​
106
​​
​
Shareholder Proposals
​​​​
107
​​
​
Proxy Solicitation
​​​​
107
​​
​
Form 10-K
​​​​
108
​​
​
Forward-Looking Information
​​​​
108
​​
​APPENDIX A — Reconciliation of Non-GAAP Information​​​​
A-1
​​
​
​2024 Proxy Statement​​5​
TABLE OF CONTENTS​​​
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Proxy Statement Summary
Below is a quorum. The voting securitiessummary of information regarding the Company on February 26, 2018 consisted of 242,634,798 shares of Common Stock. Each share of Common Stock is entitled to one vote. It is important that you vote promptly so that your shares are counted toward the quorum.

  In determining whether a quorum is present at the Annual Meeting, shares represented by a proxy that directs that the shares abstain from voting or that a vote be withheld on a matter, as well as broker non-votes, will be deemed to be represented at the meeting for quorum purposes. A “brokernon-vote” occurs when shares are represented by a proxy, returned by a broker, bank or other fiduciary holding shares as the record holder in nominee or “street” name for a beneficial owner, which gives voting instructions as to at least one of the mattersitems to be voted on but indicates that the record holder does not have the authority to vote or give voting instructions by proxy on a particular matter, such as anon-discretionary matter for which voting instructions

8    Ameren Corporation2018 Proxy Statement

  QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING  

have not been given to the record holder by the beneficial owner. Shares as to which voting instructions are given as to at least one of the matters to be voted on will also be deemed to be so represented. If the proxy states how shares will be voted in the absence of instructions by the shareholder, such shares will be deemed to be represented at the meeting.

Q.What are the vote requirements for each matter?

A.           In all matters, including the election of directors, every decision of a majority of the shares entitled to vote on the subject matter and represented in person or by proxy at the meeting at which a quorum is present will be valid as an act of the shareholders, unless a larger vote is required by law, the Company’sBy-Laws or the Company’s Restated Articles of Incorporation. Each matter on the agenda for the Annual Meeting is subject to this majority voting standard.

  In tabulating the number of votes on a matter, (i) shares represented by a proxy, which directs that the shares abstain from voting or that a vote be withheld on one or more matters, will be deemed to be represented at the meeting as to such matter or matters, (ii) brokernon-votes will not be deemed to be represented at the meeting for the purpose of the vote on such matter or matters, (iii) except as provided in (iv) below, shares represented by a proxy as to which voting instructions are not given as to one or more matters to be voted on will not be deemed to be represented at the meeting for the purpose of the vote as to such matter or matters and (iv) a proxy, which states how shares will be voted in the absence of instructions by the shareholder as to any matter, will be deemed to give voting instructions as to such matter. Shareholder votes are certified by independent inspectors of election.

Q.How do I vote?

A.           By Proxy. Before the Annual Meeting, you can give a proxy to vote your shares of the Company’s Common Stock in one of the following ways:

-by calling the toll-free telephone number(1-800-690-6903);

-by using the Internet (www.proxyvote.com); or

-by completing and signing a proxy card and mailing it in time to be received before the Annual Meeting.

  The telephone and Internet voting procedures are designed to confirm your identity and to allow you to give your voting instructions. If you wish to vote by telephone or the Internet, please follow the instructions on your proxy card or Notice of Internet Availability of Proxy Materials. Additional instructions will be provided on the telephone message and website. Please have your proxy card or Notice of Internet Availability of Proxy Materials at hand when voting. If you vote by telephone or Internet, DO NOT mail a proxy card. The telephone and Internet voting facilities will close at 11:59 P.M. EDT on May 2, 2018.

If you mail us your properly completed and signed proxy card, or vote by telephone or the Internet, your shares of Common Stock will be voted according to the choices that you specify. If you sign and mail your proxy card without marking any choices, your proxy will be voted as recommended by the Board — FOR the Board’s nominees for director (Item (1)), FOR thenon-binding advisory approval of the compensation of our NEOs disclosed in this proxy statement (Item (2)), FOR the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm (Item (3)), AGAINST the shareholder proposal regarding a report on coal combustion residuals (Item (4)), and in the discretion of the named proxies upon such other matters as may properly come before the meeting.

  If you hold any shares in the 401(k) savings plan of Ameren, your completed proxy card or telephone or Internet proxy vote will serve as voting instructions to the plan trustee, and the plan trustee will vote your shares as you have directed. However, your voting instructions must be received at leastfive days prior to the Annual Meeting (i.e., by April 28, 2018) in order to count. In accordance with the terms of the plan, the trustee will vote all of the shares held in the plan for which voting instructions have not been received in accordance with instructions received from an independent fiduciary designated by Ameren Services Company, a wholly owned subsidiary of the Company (“Ameren Services”).

Ameren Corporation2018 Proxy Statement    9

  QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING  

  If you have shares registered in the name of a bank, broker or other registered owner or nominee, you should receive instructions from that registered owner about how to instruct them to vote those shares.

  In Person. You may come to the Annual Meeting and cast your vote there. Only shareholders of record at the close of business on the record date, February 26, 2018, are entitled to vote at and to attend the Annual Meeting.

Q.Can I change my vote?

A.           You may revoke your proxy at any time after you give it and before it is voted by entering a new vote by telephone or the Internet or by delivering either a written revocation or a signed proxy bearing a later date to the Secretary of the Company or by voting in person at the Annual Meeting. To revoke aYou should read the entire proxy by telephonestatement carefully before voting.

Company Overview
Ameren Corporation (“Ameren” or the Internet, you must do so by 11:59 P.M. EDT on May 2, 2018 (following the directions on the proxy card or Notice of Internet Availability of Proxy Materials). Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Q.Will my shares be voted if I do not provide instructions to my broker?

A.           If you hold your shares in street name and you do not provide your broker with timely voting instructions, New York Stock Exchange (“NYSE”“Company”) rules permit brokerage firms to vote your shares at their discretion on certain “routine” matters. At the Annual Meeting, the only routine matter is the ratification of the appointment of PwC as our independent registereda public accounting firm. Brokerage firms may not vote without instructions from you on the following matters: election of directors, advisory vote on approval of executive compensation, or the shareholder-presented proposal. Without your voting instruction on items that require them, a brokernon-vote will occur.

Q.Who is soliciting my vote?

A.           The solicitation of proxies is made by our Board of Directors (the “Board of Directors” or the “Board”) for the Annual Meeting of Shareholders of the Company. We are autility holding company headquartered in St. Louis, Missouri. Ameren serves 2.4 million electric customers and our principal direct and indirect subsidiaries includemore 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.

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.
Q.​Does​
[MISSING IMAGE: ic_environmental-pn.jpg]
​​
Environmental Stewardship
•
Accelerating transition to a cleaner and more diverse portfolio
​
−
Targeting net-zero carbon emissions by 2045, as well as reductions of 60% by 2030 and 85% by 2040, based on 2005 levels1
​
−
Targeting the Board consider director nominees recommendedaddition of 2,800 megawatts (“MW”) of new renewable generation by shareholders?2030 and a total of 4,700 MW by 2036, along with 400 MW of battery storage by 2030 and a total of 800 MW of battery storage by 20352
​
−
Systematic coal-fired energy center retirements, with all remaining coal-fired energy centers expected to be retired by 2042
​
−
Adding 800 MW simple-cycle natural gas generation by 2027; adding 1,200 MW of combined-cycle natural gas generation by 2033, with planned transition to hydrogen or blend with carbon capture or offset by 2040
​
−
Adding a total of 2,400 MW of unspecified clean, on-demand generation resources by 2043
​
−
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 3% of total rate base by the end of 2028
​
•
Investing approximately $210 million annually over the next several years to fund electric and natural gas energy efficiency and demand response programs
​
•
Leading role in industry initiative to transform transportation infrastructure through development of a vast electric vehicle charging network
​
•
Well below federal and state limits for nitrogen oxide, sulfur dioxide and mercury
​
•
Significant transmission investment supporting transition to clean energy
​
​​

A.

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​6​​Ameren Corporation​
TABLE OF CONTENTS
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Proxy Statement Summary
​​
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​​
Social Impact
•
Delivering value to our customers in 2023 while focused on reliability
​
−
Top quartile electric service reliability performance3
​
−
Ameren-supplied residential electric customer rates below Midwest average4
​
•
Socially responsible and economically impactful in communities
​
−
Small, local or diverse supplier spend was ~26% of sourceable spend in 2023
​
−
~$215 million to support eligible customers and charities from 2021-2023
​
•
Supporting core value of diversity, equity and inclusion
​
−
Inducted into Fair360 (formerly DiversityInc) Hall of Fame in 2023; among top five on utilities ranking since 2009
​
−
Fourth DE&I summit held in 2023 for 647 community leaders and employees; 95% satisfaction rating among attendees
​
−
Expansion of St. Louis-area Community Voices Advisory Board to Mid-Missouri to ensure ongoing input by communities on operational decisions
​
​​
​​
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​​
Governance
•
Focused on strong governance practices that promote long-term value and accountability to key stakeholders
​
•
Diverse Board of Directors (~69% gender, racially, or ethnically diverse5) and executive leadership team (50% gender, racially, or ethnically diverse)
​
•
Robust Board leadership and succession planning processes
​
•
Cybersecurity and Digital Technology Committee established May 1, 2023
​
•
Oversight of key sustainability matters directly by Board of Directors or applicable standing board committees
​
•
Management-led Sustainability Executive Steering Committee evaluates key sustainability initiatives and disclosures
​
•
Management-led Enterprise Ethics and Compliance Committee chaired by Chief Ethics and Compliance Officer
​
•
Executive compensation program that supports sustainable, long-term performance through inclusion of appropriate metrics, including metrics tied to our clean energy transition, workforce diversity, and supplier diversity
​
•
Transparency through extensive disclosure and sustainability reporting initiatives:
​
−
Second-highest utility ranking and overall score in the Center for Political Accountability’s 2023 Zicklin Index for Corporate Political Disclosure and Accountability
​
−
Annual sustainability report; annual EEI/AGA ESG/sustainability framework report; periodic climate risk report that is aligned with the Task Force on Climate-Related Financial Disclosures (“TCFD”) reporting framework; Sustainability Accounting Standards Board (“SASB”) and Global Reporting Initiative (“GRI”) disclosure mapping reports; EEO-1 report; participation in CDP climate and CDP water surveys, and a quarterly sustainability investor presentation
​
​​
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​2024 Proxy Statement​​7​
TABLE OF CONTENTS
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Proxy Statement Summary
​​
[MISSING IMAGE: ic_sustainablegrowth-pn.jpg]
​​
Sustainable Growth
•
Strong long-term growth outlook
​
−
Expect strong compound annual earnings per share growth from 2024 through 2028, primarily driven by strong expected compound annual rate base growth
​
−
Strong long-term infrastructure investment pipeline for benefit of customers and shareholders through 2033
​
•
Attractive dividend
​
−
2024 annualized equivalent dividend rate of $2.68 per share provides attractive yield; annualized dividend increased approximately 58% from 2013 to 2023
​
−
Dividend increased in 2024 for the eleventh 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 65% of annual earnings
​
•
Attractive total return potential
​
−
Track record of delivering strong results
​
−
Attractive combined earnings and dividend growth outlook compared to regulated utility peers
​
−
We believe execution of our strategy will deliver significant long-term value to both customers and shareholders
​
​​
​
(1)
Emissions goals include both Scope 1 and 2 emissions, including other greenhouse gas emissions of methane, nitrous oxide, and sulfur hexafluoride.
​
(2)
Based on Ameren Missouri’s 2023 Integrated Resource Plan, as filed in September 2023.
​
(3)
Based on average Ameren Illinois and Ameren Missouri system average interruption frequency index (“SAIFI”) scores for 2023.
​
(4)
Based on average Ameren Illinois and Ameren Missouri residential electric rates for twelve months ended June 30, 2023.
​
(5)
Based on the nominees for election at the Annual Meeting.
​
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​8​​Ameren Corporation​
TABLE OF CONTENTS​
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Proxy Statement Summary
2023 Financial Performance Highlights
The Nominatingsuccessful execution of our strategy drove strong financial results in 2023, as well as over the past five years.
​​​​​​​​​​​​​​​​​​​​​
​​
$4.38​
Earnings per diluted share
(GAAP)
$4.41*​
Weather-normalized earnings per diluted share (non-GAAP)
​​​​​​​
[MISSING IMAGE: bc_sharereturn-pn.jpg]
​​​​​​​
$3.6 billion
in infrastructure
[MISSING IMAGE: ic_infrastructure-4c.jpg]
​​
​​
In 2023, Ameren earned $4.38 per diluted share on a GAAP basis, and $4.41 per diluted share on a weather-normalized (non-GAAP) basis.*
Execution of our strategy has driven a strong compound annual earnings per diluted share growth rate from year-end 2013, the year in which we completed the divestiture of our non-rate-regulated merchant generation operations, to year-end 2023 of approximately 14.0 percent on a GAAP basis and 7.8 percent on a weather-normalized (non-GAAP) basis.*
​​​​​​​From December 31, 2013, to December 31, 2023, Ameren shares provided a positive total shareholder return (“TSR”) of approximately 173 percent, which meaningfully exceeded the TSR of the S&P 500 Utility and Philadelphia Utility indices for such period. In 2023, Ameren shares provided a negative TSR of approximately 16 percent, including an approximately 7 percent increase in the quarterly dividend during the first quarter of 2023, while the S&P 500 Utility and Philadelphia Utility indices provided negative TSR of approximately 7 percent and 9 percent, respectively. Despite sustained execution of the Company’s strategy, the Company’s TSR performance was negatively impacted by a significant share price decline in the fourth quarter of 2023 following unfavorable regulatory outcomes in Ameren Illinois’ natural gas and multi-year electric distribution rate review and grid plan proceedings.
 		​​​​​​​The Company invested approximately $3.6 billion in energy infrastructure in 2023 to better serve customers. For the five years ending December 31, 2023, we invested approximately $16.1 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 10.7 percent over the same period. These investments have improved the safety and reliability of our electric and natural gas systems, improved the efficiency of our energy centers, are supporting our clean energy transition, and strengthened our cybersecurity posture while keeping our electric rates competitive and affordable.​​
​
*
See Appendix A for GAAP to weather-normalized earnings reconciliation.
​
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​2024 Proxy Statement​​9​
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Proxy Statement Summary
Human Capital Management
The execution of our strategy is driven by the capabilities and Corporate Governanceengagement 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 will consider director nominations from shareholdersof 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 accordancefour key pillars: Culture, Leadership, Talent, and Rewards. Foundational to our workforce strategy are our core competencies of:
​
•
Be Strategic
​
•
Continuously Improve
​
•
Deliver Results
​
​​
•
Engage Respectfully
​
•
Foster Collaboration
​
•
Think Customer
​
​
Ameren’s chief executive officer and chief human resources officer, with the Company’s Policy Regarding Nominationssupport of other leaders of the Ameren companies, are responsible for developing and executing our workforce strategy. In addition to reviewing and determining the Ameren companies’ compensation practices and policies for the chief executive officer and other executive officers, the Human Resources Committee of Ameren’s board of directors is responsible for oversight of Ameren’s human capital management practices and policies, including those related to diversity, equity, and inclusion. The Human Resources Committee and Ameren’s board of directors are updated regularly on human capital matters.
Culture
We strive to cultivate a mission-driven, values-based culture that enables the sustainable execution of our strategy. We design our human capital management practices and policies to reinforce our core values, shape our culture, and drive employee engagement. In doing so, we strive to align our employees to our mission and vision, improve safety, continuously improve operating performance, attract and retain top talent, and recognize employee contributions, among other things. We assess employee engagement through conducting confidential employee engagement surveys twice each year to identify areas of strength and opportunities for improvement in our employees’ experience, and take actions aimed at increasing employee engagement upon employee feedback. We also offer flexible work arrangements, complemented by our work to advance the digital enablement of our workforce, and enhance our facilities and workforce policies and practices to increase collaboration and productivity.
As a part of our culture, every employee is expected to challenge any unsafe act, complete each workday safely, and provide feedback on safety and security matters. In addition to comprehensive safety and security standards, and mandatory health, safety, and security training programs for applicable employees, we promote programs designed to encourage employees to provide feedback on practices or actions that could harm employees, customers, or the Ameren companies, including perceived issues related to safety, security (both physical and cyber), ethics and compliance violations, or acts of discrimination.
We seek to foster diversity, equity and inclusion, one of our core values, across our organization. Ameren has established recruiting programs designed to enhance the diversity of our workforce pipelines. Each year, management and the Human Resources Committee review the diversity of our workforce, leadership team and leadership pipeline. Ameren’s efforts extend to the community through philanthropic contributions and volunteerism to support non-profit organizations leading community-building efforts, providing education and support to our community and company leaders through our diversity leadership summit, various training programs, and organizing and promoting opportunities for employee volunteerism and learning with organizations that support diversity, equity and inclusion.
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Proxy Statement Summary
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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​2024 Proxy Statement​​11​
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Proxy Statement Summary
​
ITEM 1​
Election of Directors (the “Director Nomination Policy”), a copy of which can be found on
•
The 13 nominees for director include 12 independent directors, as well as the Company’s website.

Q.Do I need a ticket to attend the Annual Meeting?

A.           An admission ticket is required to enter the Company’s Annual Meeting. Please follow the advance registration instructions on your Notice of Internet Availability of Proxy Materials or proxy card. Please plan to arrive promptly to have sufficient time to proceed through a customary security line, which may include a bag search.

Q.Is my vote confidential?

A.chairman, president and CEO.

​
•
The Board of Directors has adopted a confidential shareholder voting policy for proxies, ballotsbelieves that the diverse skills, experiences and voting instructions submittedperspectives represented by shareholders. This policy does not prohibit disclosure when it is required by applicable law. In addition, nothing in the confidential shareholder voting policy prohibits shareholders or participants innominees will continue to support effective oversight of the Company’s savings investment plans from voluntarily disclosing theirstrategy and performance.
​
•
For more information about the nominees’ qualifications, skills, and experiences, please see pages 19-27.
​
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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 or voting instructions, as applicable, to the Company’s directors or executive officers, nor does the policy prevent the

10    Ameren Corporation2018 Proxy Statement

  QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING  

Company or any agent of the Company from ascertaining whichby shareholders have voted or from making efforts to encourage shareholders to vote. The policy does not limit the free and voluntary communication between the Company and its shareholders. Except with respect to materials submitted regarding shares allocated to participant accounts in the Company’s savings investment plans, all comments written on proxies, ballots or voting materials, together with the names and addresses of the commenting shareholders, may be made available to Company directors and executive officers.

Q.Can I listen to the Annual Meeting online?

A.           The Annual Meeting will be webcast live on May 3, 2018. You are invited to visit www.amereninvestors.com at 10:00 a.m. CDT on May 3, 2018, to hear the webcast of the Annual Meeting. On the home page, you will click on “Live Webcast — 2018 Annual Meeting”, then the appropriate audio link. You cannot record your vote on this webcast.

Q.How do I review the list of shareholders?

A.           The names of shareholders of record entitled to vote and represented at the Annual Meeting will be available atMeeting.

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Proxy Statement Summary
Name​​​​​Age​​Director
Since		​​Occupation​​Independent​​
Committee Membership1,2
​
​ARC​​HRC​​NCGC​​CDTC​​FC​​NOESC​
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​​Cynthia J. Brinkley​​64​​2019​​Retired Chief Administrative and Markets Officer of Centene Corporation​​
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​​​​​C​​
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​​​​​​​​​​
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​​Catherine S. Brune​​70​​2011​​Retired President of Allstate Protection Eastern Territory of Allstate Insurance Company​​
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​​​​​​​​C​​
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​​​​
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​​Ward H. Dickson​​61​​2018​​Retired Executive Vice President and Chief Financial Officer of WestRock Company​​
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​​​​​​​​​​​
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​​C​​
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​
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​​Noelle K. Eder​​54​​2018​​Executive Vice President and Global Chief Information Officer of The Cigna Group​​
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​​​​​​​​C​​​​​​​
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​​Ellen M. Fitzsimmons​​63​​2009​​Retired Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation​​
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​​​​​​​​​​​​​​
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​​Rafael Flores​​68​​2015​​Retired Senior Vice President and Chief Nuclear Officer of Luminant​​
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​​​​​​​​​​​​​​C​
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​​Kimberly J. Harris​​59​​2024​​Retired President and Chief Executive Officer of Puget Energy, Inc.​​
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​​Richard J. Harshman​​67​​2013​​Retired Executive Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated​​
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​​​​​​​​​​​​​
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​​Craig S. Ivey​​61​​2018​​Retired President of Consolidated Edison Company of New York, Inc.​​
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​​​​​​​​​​​​​​
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​​James C. Johnson​​71​​2005​​Retired General Counsel of Loop Capital Markets LLC​​
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​​Steven H. Lipstein​​68​​2010​​Retired President and Chief Executive Officer of BJC HealthCare​​
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​​​​​​​​​​
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​​Martin J. Lyons, Jr.​​57​​2022​​Chairman, President and Chief Executive Officer of the Company​​​​​​​​​​​​​​​​​​​​​​
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​​Leo S. Mackay, Jr.​​62​​2020​​Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation​​
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​
​ARC​​Audit and Risk Committee​​CDTC​​Cybersecurity and Digital Technology
Committee		​​C​​Member and Chair of a Committee​
​HRC​​Human Resources Committee​​FC​​Finance Committee​​L​​Lead Director​
​NCGC​​Nominating and Corporate Governance
Committee		​​NOESC​​Nuclear, Operations and Environmental
Sustainability Committee		​​​​​​​
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Proxy Statement Summary
(1)
In accordance with the Annual Meeting and, for ten days prior to the Annual Meeting, at the Office of the Secretary of the Company.

Q.What is the Company’s mailing policy when multiple registered shareholders share an address?

A.           The Company is permitted and intends to mail only one Notice of Internet Availability of Proxy Materials and/or one annual report and one proxy statement to multiple registered shareholders sharing an addressBoard’s retirement age policy, J. Edward Coleman, who have consented to the delivery of one set of proxy materials per address or have received prior notice of our intent to do so, so longcurrently serves as the Company has not received contrary instructions from one or moreChair of such shareholders. This practice is commonly referred to as “householding.” Householding reduces the volume of duplicate information received at your household and the cost to the Company of preparing and mailing duplicate materials.

  If you share an address with other registered shareholders and your household receives one set of the proxy materials and you decide you want a separate copy of the proxy materials, the Company will promptly mail your separate copy if you contact the Office of the Secretary, Ameren Corporation, P.O. Box 66149, St. Louis, Missouri 63166-6149 or by calling toll-free1-800-255-2237 (or in the St. Louis area314-554-3502). Additionally, to resume the mailing of individual copies of future proxy materials to a particular shareholder, you may contact the Office of the Secretary, and your request will be effective within 30 days after receipt. You may request householding of these documents by providing the Office of the Secretary with a written request to eliminate multiple mailings. The written request must include names and account numbers of all shareholders consenting to householding for a given address and must be signed by those shareholders.

  Additionally, the Company has been notified that certain banks, brokers and other nominees may household the Company’s proxy materials for shareholders who hold Company shares with the bank, broker or other nominee in “street” name and have consented to householding. In this case, you may request individual copies of proxy materials by contacting your bank, broker or other nominee.

Ameren Corporation2018 Proxy Statement    11

  AMEREN CORPORATE GOVERNANCE OVERVIEW  

AMEREN CORPORATE GOVERNANCE OVERVIEW

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:

Our entire Board is elected annually.

A majority voting standard is used to elect all directors.

Our Board is comprised entirely of independent directors, except for our CEO.

We have an independent Lead Director with clearly delineated and comprehensive duties and responsibilities.

We maintain a director retirement age of 72. Directors who attain age 72 must submit a letter offering to retire to the Nominating and Corporate Governance Committee for its consideration.

Only independent directors serve on all standing Board committees, including the Audit and Risk Committee and as a member of the Cybersecurity and Digital Technology Committee and the Finance Committee, is not standing for reelection and will retire from the Board effective as of the Annual Meeting. The Board is grateful for Mr. Coleman’s dedicated and distinguished service over the years. Subject to his re-election at the Annual Meeting, Mr. Harshman will succeed Mr. Coleman as Chair of the Audit and Risk Committee.
​
(2)
Subject to each director’s re-election at the Annual Meeting, the following changes in committee assignments will become effective:
​
•
Mr. Harshman will succeed Mr. Coleman as the chair of the Audit and Risk Committee.
​
•
Ms. Fitzsimmons will become a member of the Audit and Risk Committee and will no longer serve on the Nuclear, Operations and Environmental Sustainability Committee.
​
•
Mr. Ivey will become a member of the Cybersecurity and Digital Technology Committee.
​
(3)
Subject to her re-election at the Annual Meeting, Ms. Fitzsimmons will succeed Mr. Harshman as the Lead Director.
​
Board of Director Highlights
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Proxy Statement Summary
​
ITEM 2​
Advisory Approval of Executive Compensation (Say-on-Pay)
•
The Company is asking shareholders to approve, on an advisory basis, the compensation of the executives named in the 2023 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 53-94.
​
​
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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 2023 compensation program to align the long-term interests of the NEOs with those of shareholders to maximize shareholder value.
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Proxy Statement Summary
2023 Executive Compensation Program Components
Type​​Form​​Terms​
Fixed Pay​​Base Salary​​
•
Set annually by the Human Resources Committee based upon market data, executive performance and other factors.
​
​
Short-term incentives​​Cash Incentive Pay​​
•
Based upon the Company’s GAAP diluted earnings per share (“EPS”), safety performance, operational, customer and diversity measures with an individual performance modifier.
​
​
Long-term incentives​​Performance Share Units (“PSUs”)​​
•
60% of the value of the annual long-term incentive award is granted in the form of PSUs with a performance criteria of TSR compared to utility industry peers over a three-year performance period.
​
•
10% of the value of the annual long-term incentive award is granted in the form of PSUs with a performance criteria that measures renewable generation and energy storage additions, as well as coal-fired energy center retirements, over a three-year performance period, in MW (the “Clean Energy Transition” metric).
​
​
​Restricted Stock Units (“RSUs”)​​
•
30% of the value of the annual long-term incentive award is granted in the form of time-based RSUs. RSUs have a vesting period of approximately three years.
​
​
Other​​Retirement Benefits​​
•
Employee benefit plans available to all employees, including 401(k) savings and pension plans.
​
•
Supplemental retirement benefits that provide certain benefits not available due to tax limitations.
​
•
Deferred compensation program that provides the opportunity to defer part of base salary and short-term incentives, with earnings on the deferrals based on market rates.
​
​
​“Double-Trigger” Change of Control Protections​​
•
Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment.
​
​
​Limited Perquisites​​
•
Limited perquisites to the NEOs, such as financial and tax planning reimbursement.
​
​
2023 Executive Compensation Highlights
The Company’s pay-for-performance program led to the following actual 2023 compensation being earned:
•
2023 annual short-term incentive base awards based on EPS, safety and operational performance, customer-focused and diversity, equity & inclusion measures were earned at 115.1 percent of target, subject to the individual performance modifications discussed under “EXECUTIVE COMPENSATION MATTERS — Compensation Discussion and Analysis” below. This payout reflected strong financial and operational performance by the Company in 2023 that was due, in part, to the strong execution of the Company’s strategy, including investing approximately $3.6 billion in capital projects, solid reliability of its operations for the benefit of customers, strong strategic capital allocation, and disciplined cost management.
​
•
Ameren ranked 12th in Relative TSR compared to the defined TSR peer group over the three-year measurement period (2021-2023). Ameren’s TSR during the performance period was 5.8 percent, primarily driven by share price depreciation of approximately 7.3 percent, which was offset by strong dividend growth over the period. Despite sustained execution of the Company’s strategy during the performance period, the Company’s Relative TSR performance was negatively impacted by a significant share price decline in the fourth quarter of 2023 following unfavorable regulatory outcomes in Ameren Illinois’ natural gas and multi-year electric distribution rate review and grid plan proceedings. The January 1, 2021 PSU awards decreased in value from $78.06 per share on the grant date to
​
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Proxy Statement Summary
$72.34 per share as of December 29, 2023. Based on this TSR performance, the PSU long-term incentive awards tied to Relative TSR that were granted in 2021 were earned at 78.0 percent of target.
•
The PSU long-term incentive awards tied to Clean Energy Transition that were granted in 2021 were earned at 55.6 percent of target based on the retirement of fossil-fired energy centers and the Nominatinginstallation of renewable generation in an aggregate amount of 1,143 MW over the three-year measurement period (2021-2023). This performance was slightly above the threshold level of 1,138 MW and Corporate Governance Committeereflected the retirement of the Board. Each committee operates underMeramec coal-fired energy center in December 2022, the addition of the High Prairie and Atchison wind energy centers in Missouri, and the addition of eight solar projects in Missouri and Illinois. The Clean Energy Transition metric performance was negatively impacted by the cancellation of certain previously planned renewable energy projects due to stakeholder concerns relating to customer affordability, along with delays in obtaining regulatory approvals for alternative projects as a written charter that has beenresult of market supply issues in connection with the COVID pandemic and solar panel tariff investigations.
​
The Company’s compensation program for 2023 was similar to the 2022 program, which was approved by approximately 96 percent of votes by shareholders entitled to vote and represented at the Board and is reviewed annually.

Our independent directors hold executive sessionsCompany’s 2023 annual meeting. Key features of the Board at every regularly scheduled Board meeting that are led byCompany’s 2023 executive compensation program include:
•
pay opportunities appropriate to the Lead Director, outside the presencesize of the Chairman,Company when compared to other companies in 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.utility industry;

The Board and each​
•
a heavily performance-based pay program using multiple performance measures;
​
•
full disclosure of the Board committees annually reviews itsfinancial performance structuredrivers used in our incentives, in numeric terms;
​
•
short-term and processeslong-term incentive programs that support sustainability goals, which, since 2020, have included the elimination of a former short-term program metric measuring the equivalent availability of our coal-fired energy centers, the addition of two customer satisfaction metrics and two diversity, equity and inclusion metrics in the short-term program, and the addition of the Clean Energy Transition metric in the long-term program;
​
•
a long-term incentive program that was primarily performance-based and aligned with shareholder interests through a link to stock price, measurement of TSR versus peer companies, and the Clean Energy Transition metric;
​
•
a “clawback” policy for the recoupment of excess incentive compensation paid to executive officers in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws;
​
•
additional “clawback” authority over annual and long-term incentives in the event of financial restatements or conduct or activity that is detrimental to the Company or violates the confidentiality or non-solicitation provisions of the applicable incentive award;
​
•
stock ownership requirements for NEOs (and other senior executives), in order to assess how effectively italign the interests of those executives and shareholders;
​
•
prohibitions 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;
​
•
retention of an independent compensation consultant engaged by, and who reports directly to, the Human Resources Committee; and
​
•
approval of a special award of performance-based RSUs to Michael L. Moehn, Senior Executive Vice President and Chief Financial Officer, as described in more detail below, which is functioning.

The Board conducts succession planning on an annual basisintended to ensure leadership continuity, serve as a critical retention tool in a highly competitive environment for senior executives and regularly focuses on senior executive development.

The Board,further strengthen the alignment between compensation and thelong-term value creation for shareholders and customers.
​
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Proxy Statement Summary
​
ITEM 3​
Ratification of PwC as Our Independent Registered Public Accounting Firm
•
The Audit and Risk Committee of the Board regularlyhas appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
​
•
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, 2024.
​
The members of the Audit and Risk Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders. Although ratification by the shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this appointment by the shareholders. In the event the shareholders fail to ratify the appointment, the Audit and Risk Committee will consider key risks facingthis factor when making any determination regarding PwC. Even if the selection is ratified, the Audit and regulations applicableRisk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
Set forth below is summary information with respect to PwC’s fees for services provided in fiscal 2023 and fiscal 2022.
​​​Year Ended
December 31, 2023
($)		​​Year Ended
December 31, 2022
($)		​
Audit Fees​​​​5,108,000​​​​​4,413,000​​
Audit-Related Fees​​​​317,000​​​​​635,000​​
Tax Fees​​​​35,000​​​​​—​​
All Other Fees​​​​112,000​​​​​208,650​​
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​18​​Ameren Corporation​
TABLE OF CONTENTS​​​
Corporate Governance
​
ITEM 1​
Election of Directors
•
The 13 nominees for director include 12 independent directors, as well as the Company.Company’s chairman, president and CEO.

Shareholder Rights:

Shareholders representing not less than 25%​
•
The Board believes that the diverse skills, backgrounds, experiences and perspectives represented by the nominees will continue to support effective oversight of the Company’s outstanding Common Stock havestrategy and performance.
​
•
For more information about the right to call a special meeting of shareholders.

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 Boardnominees’ qualifications, skills, and two directors.experiences, please see pages 19-27.

We do not have a shareholder rights plan (“poison pill”) in place.​

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. The Company removed the only super-majority voting requirement in its governing documents on December 14, 2012, and has not added any super-majority provision since that date.

Our directors may be removed without cause.

12    Ameren Corporation2018 Proxy Statement

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​​
Board Recommendation for Election of Directors
The Board unanimously recommends a vote “FOR” each of the 13 director nominees.

  ITEMS YOU MAY VOTE ON  

​

ITEMS YOU MAY VOTE ON

ITEM (1): ELECTIONOF DIRECTORS

Twelve

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’sBy-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 1213 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 reelectionre-election fails to obtain the required majority vote, such nominee will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to any such tendered resignation. If there is a nominee, other than a nominee for reelection,re-election, who fails to obtain the required majority vote, such nominee will not be elected to the Board, and there will be a vacancy onBoard.
Information Concerning Nominees to the Board of Directors as a result thereof. Pursuant to the Company’sBy-Laws and Restated Articles of Incorporation, any vacancy on the
•
The Board of Directors, shall be filled by a majorityupon the recommendation of the Nominating and Corporate Governance Committee, has unanimously nominated the 13 directors then in office.

INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS

The nomineesnamed below for our Board of Directors are listed below, along with their ages as of December 31, 2017, tenure as director, other directorships held by such nominee duringelection at the previous five years and business background for at least the last five years. Each nominee’s biography below also includes a descriptionAnnual Meeting. All of the specific experience, qualifications, attributes or skillsnominees are currently directors of each director or nominee that ledthe Company and, with the exception of Ms. Harris, who was elected to the Board effective January 1, 2024, were elected by shareholders at the Company’s prior annual meeting.

​
•
Each nominee has consented to conclude that such person shouldbeing nominated for director and has agreed to serve as a director of Ameren. The fact that we do not list a particular experience, qualification, attribute or skill for a director nominee does not mean that nominee does not possess that particular experience, qualification, attribute or skill. if elected.
​
•
In addition to thosethe specific experiences, qualifications, attributes or skills detailed below, each nominee has demonstrated the highest professional and personal ethics, a broad experienceexperiences in business, environmental and sustainability matters, government, education or technology, the ability to provide insights and practical wisdom based on their experience and expertise, a commitment to enhancing shareholder value, compliance with legal and regulatory requirements, and the ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management of the Company.
​
•
In assessing the composition of the Board of Directors, the Nominating and Corporate Governance Committee recommends Board nominees so that, collectively, the Board is balanced by having the necessary experience, qualifications, attributes and skills and that no nominee is recommended because of one particular criterion, except that the Nominating and Corporate Governance Committee does believe it to be appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules. See “— CORPORATE GOVERNANCEBoard Composition and Refreshment — Consideration of Director Nominees”Nominees” below for additional information regarding director nominees and the nominating process.

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

​
​2024 Proxy Statement​​19​
TABLE OF CONTENTS
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. All of the nominees are currently directors of the Company and, except for Mr. Ivey, all of the nominees were elected by shareholders at the Company’s prior annual meeting. 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 for election to the Board were unanimously recommended by the Nominating and Corporate Governance Committee of the Board of Directors and were unanimously nominated by the Board of Directors. In addition, Mr. Ivey was recommended by a third-party search firm retained by the Nominating and Corporate Governance Committee prior to his nomination and election as a director.

Ameren Corporation2018 Proxy Statement    13

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​20​​Ameren Corporation

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TABLE OF CONTENTS
Corporate Governance
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​​
Cynthia J. Brinkley
Retired Chief Administrative and
Markets Officer of Centene Corporation
Director since: 2019
Age: 64
​​
STANDING BOARD COMMITTEES:
•
Human Resources Committee (Chair)
​
•
Nominating and Corporate Governance Committee
​
OUTSIDE DIRECTORSHIPS:
•
Energizer Holdings, Inc., 2014–Present
​
  Qualification and
  Experience

Baxter

Brune

Coleman

Fitzsimmons

Flores

Galvin

Harshman

Ivey

Jackson

Johnson

Lipstein

Wilson

Active Executive

🌑

🌑

🌑

🌑

Board Tenure:0-5 Years

🌑

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🌑

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Board Tenure:6-9 Years

🌑

🌑

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Board Tenure: 10+ Years

🌑

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Customer Relations or Consumer Orientation Experience

🌑

🌑

🌑

🌑

🌑

🌑

🌑

Cyber / I.T.

🌑

🌑

Diversity (Gender)

🌑

🌑

🌑

Diversity

(Race/Ethnicity)

🌑

🌑

🌑

Financial or Banking Experience

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

Legal / Governance

🌑

🌑

Nuclear Experience

🌑

🌑

Operations Experience

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

Serves on Other Public Boards

🌑

🌑

🌑

🌑

🌑

Utilities / Regulatory Experience

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

​

WARNER L. BAXTER

LOGO

CHAIRMAN, PRESIDENTAND CHIEF
EXECUTIVE OFFICEROFTHE COMPANY

Director since:2014

Age:56

Outside directorships:

•  U.S. Bancorp,
December 2015 — Present

•  UMB Financial Corporation,
2013 — October 2015

EXECUTIVE EXPERIENCE:

Mr. Baxter began his career with Ameren Missouri

EXECUTIVE EXPERIENCE:
From November 2014 until her retirement in 1995 as Assistant Controller. He was named Controller of Ameren MissouriFebruary 2019, Ms. Brinkley served in 1996. Following the 1997 merger of Ameren Missourimultiple senior leadership roles at Centene Corporation, a managed health care company, including chief administrative and CIPSCO Incorporated, he served as Vice Presidentmarkets officer from June 2018 to February 2019 and Controller of Amerenpresident and Ameren Services. In 2001, Mr. Baxter was named Senior Vice President, Finance. From 2003chief operating officer from November 2017 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.June 2018. Prior to joining Ameren, Mr. BaxterCentene, 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 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 auditingvice president of talent development, chief diversity officer and consulting services to clients in a varietypresident 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.

SKILLSAT&T Missouri.

SKILLS AND QUALIFICATIONS:

QUALIFICATIONS:

Based primarily upon Mr. Baxter’sMs. Brinkley’s extensive executive management and leadership experience;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, accounting, financial, industry,compensation, global human capital management and compensation, telecommunications, operations, risk management, government relations, operationsenvironmental and compensationsustainability and administrative skills and experience; tenure with the Company (and its current and former affiliates); and tenure and contributions as a current Board member,experience, the Board concluded that Mr. BaxterMs. Brinkley should serve as a director of Ameren.

14    Ameren Corporation2018 Proxy Statement

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  ITEMS YOU MAY VOTE ON  

CATHERINE S. BRUNE

LOGO

RETIRED PRESIDENT, ALLSTATE

PROTECTION EASTERN TERRITORY

OF ALLSTATE INSURANCE COMPANY

Catherine S. Brune
Retired President of Allstate Protection Eastern Territory of Allstate Insurance Company
Director since:2011

Age:64

70
​

Standing Board committees:

​

STANDING BOARD COMMITTEES:
•  Audit
Cybersecurity and RiskDigital Technology Committee

​
•
Finance Committee
​
•
Nominating and Corporate Governance Committee

Outside directorships: (Chair)

​
OUTSIDE DIRECTORSHIPS:
•
None

​
​

EXECUTIVE EXPERIENCE:

EXECUTIVE EXPERIENCE:​
Ms. Brune served as President of Allstate, a personal lines insurer, from October 20102011 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

SKILLS AND QUALIFICATIONS:

QUALIFICATIONS:​

Based primarily upon Ms. Brune’s extensive executive management and leadership experience as a former Presidentpresident and Chief Information Officerchief information officer of a leading insurance company; strong cybersecurity, information and 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.

J. EDWARD COLEMAN

​2024 Proxy Statement​​21​
TABLE OF CONTENTS
Corporate Governance
LOGO​
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FORMER CHIEF EXECUTIVE
OFFICEROF CIOX HEALTH

​

​
Ward H. Dickson
Retired Executive Vice President and Chief Financial Officer of WestRock Company
Director since:2015

2018

Age:66

61
​

Standing Board committees:

​

STANDING BOARD COMMITTEES:
•  Audit
Cybersecurity and RiskDigital Technology Committee

​
•
Finance Committee (Chair)
​
•
Nuclear, Operations and OperationsEnvironmental Sustainability Committee

Outside directorships:

​
OUTSIDE DIRECTORSHIPS:
•  Lexmark International, Inc.,
2010–2016

•  Unisys Corporation,
2008–2014


None
​
​

EXECUTIVE EXPERIENCE:

EXECUTIVE EXPERIENCE:
Mr. ColemanDickson served as theExecutive Vice President and Chief ExecutiveFinancial Officer of CIOX Health, a health information management firm,WestRock Company from May 2016July 2015 to June 2017.November 2021. Mr. Coleman served as Chairman and Chief Executive Officer of Unisys Corporation from October 2008 to December 2014. HeDickson previously served as Executive Vice President and Chief ExecutiveFinancial Officer of Gateway, Inc.RockTenn Company, the predecessor of WestRock Company, from September 2013 to July 2015, and in various positions at Cisco Systems from February 2006 to 2008,September 2013, most recently 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.

SKILLSFinance.

SKILLS AND QUALIFICATIONS:

QUALIFICATIONS:

Based primarily upon Mr. Coleman’sDickson’s extensive executive management and leadership experience as a formerthe chief executivefinancial officer of both privatean industrial manufacturing company and publicly tradedsenior officer of a technology companies; strong strategic planning,company; extensive financial experience, including accounting, capital markets, capital structure, capital allocation, mergers and acquisitions and investor relations; significant risk management, cybersecurity, information technology, customer relations, compensation, operationsenvironmental and sustainability and administrative skills and experience; and contributions as a current Board and Board committee member, the Board concluded that Mr. ColemanDickson should serve as a director of Ameren.

Ameren

​
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​​
Noelle K. Eder
Executive Vice President and Global Chief Information Officer of The Cigna Group
Director since: 2018
Age: 54
​​
STANDING BOARD COMMITTEES:
•
Audit and Risk Committee
​
•
Cybersecurity and Digital Technology Committee (Chair)
​
OUTSIDE DIRECTORSHIPS:
•
None
​
​
EXECUTIVE EXPERIENCE:
Ms. Eder serves as Executive Vice President and Chief Information Officer of The Cigna Group. 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,2018 Proxy Statement    15

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 officer of a major managed healthcare and insurance company and a major 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.
​22​​Ameren Corporation

  ITEMS YOU MAY VOTE ON  

​

ELLEN M. FITZSIMMONS

TABLE OF CONTENTS
Corporate Governance
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LOGO

CORPORATE EXECUTIVE VICE PRESIDENT, GENERAL COUNSELAND CORPORATE SECRETARYOF SUNTRUST BANKS, INC.

Ellen M. Fitzsimmons
Retired Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation
Director since:2009

Age:57

63
​

Standing Board committees:

​

STANDING BOARD COMMITTEES:
•
Finance Committee

​
•
Nuclear, Operations and OperationsEnvironmental Sustainability Committee

Outside directorships:

​
OUTSIDE DIRECTORSHIPS:
•
None

​
​

EXECUTIVE EXPERIENCE:

EXECUTIVE EXPERIENCE:
Ms. Fitzsimmons servesserved as theChief Legal Officer and Head of Public Affairs of Truist Financial Corporation from December 2019 through December 2023, having previously served as Corporate Executive Vice President, General Counsel and Corporate Secretary of its predecessor, SunTrust Banks, Inc., from 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 first 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 major riskpublic affairs and corporate governance-related areas.

SKILLS

SKILLS AND QUALIFICATIONS:

QUALIFICATIONS:

Based primarily upon Ms. Fitzsimmons’ extensive executive and leadership experience as the Executive Vice President, General Counsel and Corporate Secretary ofchief legal officer with broad responsibilities at a major financial services provider and of a major transportation supplier;supplier, including strong legal, government relations, public affairs, regulatory, accounting, financial, risk management, internal audit, compliance, corporate governance, compensation, human capital management and compensation, inclusion, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Ms. Fitzsimmons should serve as a director of Ameren.

RAFAEL FLORES

​
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​​
LOGO

FORMER SENIOR VICE PRESIDENTAND
CHIEF NUCLEAR OFFICEROF LUMINANT

Rafael Flores
Retired Senior Vice President and Chief Nuclear Officer of Luminant
Director since:2015

Age:62

68
​

Standing Board committees:

​

STANDING BOARD COMMITTEES:
•  Nominating
Audit and Corporate GovernanceRisk Committee

​
•
Nuclear, Operations and OperationsEnvironmental Sustainability Committee

Outside directorships: (Chair)

​
OUTSIDE DIRECTORSHIPS:
•
None

​
​

EXECUTIVE EXPERIENCE:

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

SKILLS AND QUALIFICATIONS:

QUALIFICATIONS:

Based primarily upon Mr. Flores’ extensive executive and leadership experience as Senior Vice Presidentsenior vice president and Chief Nuclear Officerchief 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.

16    Ameren Corporation2018 Proxy Statement

​2024 Proxy Statement​​23

  ITEMS YOU MAY VOTE ON  

​

WALTER J. GALVIN

TABLE OF CONTENTS
Corporate Governance
​
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​​
LOGO

RETIRED VICE CHAIRMANAND CHIEF FINANCIAL
OFFICEROF EMERSON ELECTRIC CO.

Kimberly J. Harris
Retired President and Chief Executive Officer of Puget Energy, Inc.
Director since:2007

Lead Director since:2013

2024

Age:71

59
​

Standing Board committees:

​

STANDING BOARD COMMITTEES:
•  Audit
Nominating and RiskCorporate Governance Committee (Chair)

​
•  Finance
Nuclear, Operations and Environmental Sustainability Committee

Outside directorships:

​
OUTSIDE DIRECTORSHIPS:
•  Aegion Corporation,
U.S. Bancorp, 2014–Present

​
•  Emerson Electric Co.
American Water Works Company, Inc., 2000–2013

•  F.M. Global Insurance Company
(non-reporting company), 1995–2015

2019–Present
​
​

EXECUTIVE EXPERIENCE:

Mr. Galvin serves as a senior advisor to Irving Place Capital, a private equity fund. Mr. Galvin

EXECUTIVE EXPERIENCE:
Ms. Harris served as Vice ChairmanPresident and Chief Executive Officer of Emerson Electric,Puget Energy, Inc. (Puget Energy), an electricalenergy services holding company, and electronics manufacturer,its subsidiary Puget Sound Energy, Inc. (Puget Sound Energy), a utility company providing electric and natural gas service in the northwest United States, from October 2009March 2011 through January 2020. Prior to February 2013. Hebecoming Chief Executive Officer, Ms. Harris served as Emerson Electric’sPresident of Puget Energy and Puget Sound Energy from July 2010 through February 2011 and as Executive Vice President and Chief FinancialResource Officer from 1993May 2007 until FebruaryJuly 2010. He served as a management member of Emerson Electric’s Board of Directors from 2000Prior to February 2013 and as a consultant to Emerson Electric from February 2013 to September 2015.

SKILLSjoining Puget Energy, Ms. Harris practiced law at Perkins Coie LLP.

SKILLS AND QUALIFICATIONS:

QUALIFICATIONS:

Based primarily upon Mr. Galvin’sMs. Harris’ extensive executive management and leadership experience as the former Vice Chairmanpresident and Chief Financial Officer ofchief executive officer with broad responsibilities at an industrial manufacturing company; significant accounting, financial,electric and natural gas utility, including strong legal, regulatory, operations, risk management, regulatory, industry,compliance, corporate governance, compensation, human capital management and compensation, inclusion, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. GalvinMs. Harris should serve as a director of Ameren.

RICHARD J. HARSHMAN

​
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​​
LOGO

CHAIRMAN, PRESIDENTAND CHIEF EXECUTIVE

OFFICEROF ALLEGHENY TECHNOLOGIES

INCORPORATED

Director since:2013

Age:61

Mr.

Richard J. Harshman will succeed Mr. Galvin as Lead Director, effective May 3, 2018.

Standing Board committees:

•  Human Resources Committee

•  Nuclear and Operations Committee (Chair)

Outside directorships:

•  Allegheny Technologies Incorporated, 2011–Present

EXECUTIVE EXPERIENCE:

Mr. Harshman serves as the

Retired Executive Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated
Director since: 2013
Lead Director since: 2018
Age: 67
​​
STANDING BOARD COMMITTEES:
•
Audit and Risk Committee
​
•
Human Resources Committee
​
OUTSIDE DIRECTORSHIPS:
•
PNC Financial Services Group, Inc., 2019–Present
​
•
Allegheny Technologies Incorporated, 2011–2019
​
​
EXECUTIVE EXPERIENCE:
Mr. Harshman served as Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated (ATI), a producer of specialty materials and components to the global electrical energy, aerospace and defense, oil and gas, chemical process industry, medical, and other diversified consumer and durable goods markets.

SKILLSmarkets, 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:

QUALIFICATIONS:

Based primarily upon Mr. Harshman’s extensive executive management and leadership experience as the Chairman, Presidentchairman, president and Chief Executive Officer,chief executive officer, and previously Chief Financial Officer,the chief financial officer, of a specialty materials manufacturer; his significant strategic planning, financial, operations, regulatory, industry, customer relations, leadership development, human capital management and compensation, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Harshman should serve as a director of Ameren.

Ameren Corporation2018 Proxy Statement    17

​24​​Ameren Corporation

  ITEMS YOU MAY VOTE ON  

​

CRAIG S. IVEY

TABLE OF CONTENTS
Corporate Governance
​
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​​
LOGO

RETIRED PRESIDENTOF CONSOLIDATED EDISON COMPANYOF NEW YORK, INC.

Craig S. Ivey
Retired President of Consolidated Edison Company of New York, Inc.
Director since:2018

Age:55

61
​

Standing Board committees:

​

STANDING BOARD COMMITTEES:
•  Audit
Finance Committee
​
•
Nuclear, Operations and RiskEnvironmental Sustainability Committee

​
OUTSIDE DIRECTORSHIPS:
•  Nuclear and Operations Committee

Outside directorships:

None

​
​

EXECUTIVE EXPERIENCE:

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

SKILLS AND QUALIFICATIONS:

QUALIFICATIONS:

Based primarily upon Mr. Ivey’s extensive executive management and leadership experience as the Presidentpresident and Senior Vice Presidentsenior 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,experience; and contributions as a current Board and committee member, the Board concluded that Mr. Ivey should serve as a director of Ameren.

GAYLE P.W. JACKSON, PH.D.

​
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​​
LOGO

PRESIDENTAND CHIEF EXECUTIVE OFFICER,

ENERGY GLOBAL, INC.

James C. Johnson
Retired General Counsel of Loop Capital Markets LLC
Director since:2005

Age:71

​

Standing Board committees:

​

STANDING BOARD COMMITTEES:
•
Human Resources Committee
​
•
Nominating and Corporate Governance Committee (Chair)

​
OUTSIDE DIRECTORSHIPS:
•  Nuclear and Operations Committee

Outside directorships:

•  Atlas Pipeline Partners, L.P.,
2005–2009, 2011–2015

EXECUTIVE EXPERIENCE:

Dr. Jackson serves as the President and Chief Executive Officer of Energy Global, Inc., a consulting firm that specializes in corporate development, diversification and government relations strategies for energy companies. From 2002 to 2004, Dr. Jackson served as Managing Director of FE Clean Energy Group, a global private equity management firm that invests in energy companies and projects in Central and Eastern Europe, Latin America and Asia. Dr. Jackson is a past Deputy Chairman of the Federal Reserve Bank of St. Louis.

SKILLSAND QUALIFICATIONS:

Based primarily upon Dr. Jackson’s extensive executive management and leadership experience as the President and Chief Executive Officer of a consulting firm which specializes in corporate development, diversification and government relations strategies for energy companies; strong strategic planning, marketing, banking, financial, regulatory, industry, compensation and administrative skills and experience; her experience as a director of two other publicly-traded companies; and tenure and contributions as a current Board and Board committee member, the Board concluded that Dr. Jackson should serve as a director of Ameren.

18    Ameren Corporation2018 Proxy Statement


  ITEMS YOU MAY VOTE ON  

JAMES C. JOHNSON

LOGO

RETIRED GENERAL COUNSEL,

LOOP CAPITAL MARKETS LLC

Director since:2005

Age:65

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:

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.

SKILLS 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:

QUALIFICATIONS:

Based primarily upon Mr. Johnson’s extensive executive management and leadership experience as the former General Counselgeneral counsel of a financial services firm and as the former Vice President, Corporate Secretaryvice president, corporate secretary and Assistant General Counselassistant general counsel of an aerospace and defense firm; his strong legal, compliance, risk management, board-management relations, corporate governance, finance, regulatory, human capital management and compensation skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Johnson should serve as a director of Ameren.

STEVEN H. LIPSTEIN

​2024 Proxy Statement​​25​
TABLE OF CONTENTS
Corporate Governance
LOGO​
[MISSING IMAGE: ph_stevenhlipstein-4c.jpg]

FORMER PRESIDENTAND CHIEF EXECUTIVE OFFICEROF​

​
Steven H. Lipstein
Retired President and Chief Executive Officer of BJC HEALTHCARE

HealthCare

Director since:2010

Age:61

68
​

Standing Board committees:

​

STANDING BOARD COMMITTEES:
•
Human Resources Committee

​
•  Finance
Nominating and Corporate Governance Committee

Outside directorships:

​
OUTSIDE DIRECTORSHIPS:
•  BJC HealthCare(non-profit organization), 1999–2017


None
​
​

EXECUTIVE EXPERIENCE:

EXECUTIVE EXPERIENCE:
Mr. Lipstein served as President and Chief Executive Officer of BJC HealthCare, one of the largestnon-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

SKILLS AND QUALIFICATIONS:

QUALIFICATIONS:

Based primarily upon Mr. Lipstein’s extensive executive management and leadership experience as the Chief Executive Officerformer chief executive officer and former Presidentpresident of a healthcare organization; strong strategic planning, banking, regulatory, financial, customer relations, operations, human capital management and compensation, environmental and sustainability and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Lipstein should serve as a director of Ameren.

Ameren Corporation2018 Proxy Statement    19

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[MISSING IMAGE: ph_martylyons-4c.jpg]
​​
Martin J. Lyons, Jr.
Chairman, President and Chief Executive Officer of the Company
Director since: 2022
Age: 57
​​
OUTSIDE DIRECTORSHIPS:
•
None
​

  ITEMS YOU MAY VOTE ON  

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STEPHEN R. WILSON

LOGO

RETIRED CHAIRMAN, PRESIDENTAND

CHIEF EXECUTIVE OFFICEROF

CF INDUSTRIES HOLDINGS, INC.

Director since:2009

Age:69

Standing Board committees:

•  Finance Committee (Chair)

•  Human Resources Committee

Outside directorships:

•  CF Industries Holdings, Inc., 2005–2014

•  Terra Nitrogen GP, Inc., 2010–2014

•  GATX Corporation, 2014–Present

•  Keytrade AG, 2016–Present

EXECUTIVE EXPERIENCE:

EXECUTIVE EXPERIENCE:
Mr. Wilson isLyons joined the retiredCompany in 2001 as Controller of Ameren and certain of its subsidiaries. Mr. Lyons was elected Vice President of the Company and certain of its subsidiaries in 2003. In 2007, he was elected Vice President and Principal Accounting Officer, and in 2008, he was elected Senior Vice President and Principal Accounting Officer of Ameren and its subsidiaries. In 2009, Mr. Lyons was elected Senior Vice President and Chief Financial Officer, while remaining as the Principal Accounting Officer, of the Company and its subsidiaries. In 2013, Mr. Lyons was elected Executive Vice President and Chief Financial Officer of the Company and its subsidiaries and relinquished his duties as Chief Accounting Officer. In 2016, Mr. Lyons was also elected Chairman and President of Ameren Services. In December 2019, Mr. Lyons was elected Chairman and President of Ameren Missouri. In January 2022, Mr. Lyons was elected President and Chief Executive Officer of the Company, and in November 2023, he was elected Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc., a manufacturer and distributor of nitrogen fertilizer products. He served in those capacities from 2005 until his retirement in 2014, as President and Chief Executive Officer of CF Industries, Inc. (a predecessor company) from 2003 to 2005 and as Chief Financial Officer from 1991 to 2003.

SKILLSthe Company.

SKILLS AND QUALIFICATIONS:

QUALIFICATIONS:

Based primarily upon Mr. Wilson’s extensiveLyons’ executive management and leadership experience, as the former Chairman, President and Chief Executive Officer and the former Chief Financial Officer of an industrial manufacturing company; strong strategic planning,accounting, financial, operations, risk management, regulatory,government relations, operations, human capital management and compensation, customer relations and administrative skills and experience;experience, and tenure with the Company (and its current and contributions as a current Board and Board committee member,former affiliates), the Board concluded that Mr. WilsonLyons should serve as a director of Ameren.

Board Recommendation for Election of Director Nominees

Your Board of Directors unanimously recommends that you vote “FOR”
the Election of these Director Nominees.

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TABLE OF CONTENTSBOARD STRUCTURE

Board​

Corporate Governance
​
[MISSING IMAGE: ph_leosmackayjr-4c.jpg]
​​
Leo S. Mackay, Jr.
Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation
Director since: 2020
Age: 62
​​
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 Committee MeetingsEnterprise Assurance of Lockheed Martin Corporation, a global security and Annual Meeting Attendance

During 2017,aerospace company, since August 2018, and also serves as the company’s chief sustainability officer. He previously held multiple senior leadership positions at Lockheed Martin, including Senior Vice President, Internal Audit, Ethics and Sustainability from June 2016 to July 2018, and Vice President, Ethics and Sustainability from July 2011 to July 2016. Prior to joining Lockheed Martin, Mr. Mackay served as chief operations officer of ACS State Healthcare, LLC. He also held leadership roles at the United States Department of Veterans Affairs and Bell Helicopter Textron, Inc.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Mackay’s extensive executive and leadership experience as a senior vice president and chief sustainability officer of a global security and aerospace company, including strong operations, regulatory, accounting, financial, risk management, internal audit, compliance, environmental and sustainability, governmental, human capital management and compensation, and administrative skills and experience, the Board of Directors met 6 times. All then-incumbent directors attended or participated in 75 percent or more of the aggregate number of meetings of the Board and the Board Committees of which they were members held during the period for which such directors have been directors.

The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 2017 annual meeting of shareholders, all of the then-incumbent directors were in attendance.

Director Qualification Standards

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.

A director who attains age 72 prior to the date of an annual meeting is required to submit a letter to the Nominating and Corporate Governance Committee offering his or her resignation from the Board, effective with the end of the director’s elected term, for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will review the appropriateness of continued service on the Board of Directors by that director and make a recommendation to the Board of Directors and, if applicable, repeat such review annually thereafter.

In addition, the Corporate Governance Guidelines provide that a director who undergoes a significant change with respect to principal employment is required to notify the Nominating and Corporate Governance Committee and offer his or her resignation from the Board. The Nominating and Corporate Governance Committee will then evaluate the facts and circumstances and make a recommendation to the Board whether to accept the offered resignation or request that the director continue to serve on the Board.

Board Diversity

LOGO

Board Leadership Structure

The Company’sBy-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 individualMr. Mackay should serve as both Chairmana director 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:

Ameren.
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

Ameren Corporation2018 Proxy Statement    21

Age Gender Race/Ethnicity Tenure

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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
TABLE OF CONTENTS​
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 definedComposition 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 counterbalancing governance and leadership structure that is designed so that independent directors exercise oversight of the Company’s management and key issues related to strategy and risk;Refreshment

only independent directors 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;

the combined Chairman and Chief Executive Officer position 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 aone-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. Effective May 3, 2018, Mr. Harshman will succeed Mr. Galvin as the Lead Director. The Company’s Corporate Governance Guidelines set forth the authority, duties and responsibilities of the Board of Directors’ Lead Director as follows:

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

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

solicit thenon-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;

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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’sBy-Laws or the Board of Directors.

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 the 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 this oversight 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 currently chaired by an independent director. The Board then discusses and deliberates on the Company’s risk management practices. Through the process outlined above, the Board believes that its leadership structure provides effective oversight of the Company’s risk management.

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, ourco-workers, our shareholders, and the environment. Reflecting this balanced approach to sustainability, Ameren’s commitment to strong corporate governance includes policies and principles that integrate environmental, social and governance (“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.

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The full Board of Directors oversees environmental matters as they relate to policy and strategy. The Nuclear and Operations Committee oversees and reviews our operations, including safety, performance, and compliance issues, including environmental and nuclear compliance, and related risk management policies and practices. The Nominating and Corporate Governance Committee oversees governance matters and public affairs considerations with respect to key constituents, including the responsiveness of the Company’s positions on shareholder proposals for inclusion in the proxy statement. The Human Resources Committee is responsible for oversight of our programs to attract, develop, promote and retain a diverse and inclusive workforce and to ensure that these programs support our overall business strategy and objectives.

We provide extensive information regarding our sustainability initiatives through our website, including in our annual Corporate Social Responsibility report, our responses to the annual climate change and water surveys conducted by the Carbon Disclosure Project, and our other filings with the SEC. In addition, we are participating in the Edison Electric Institute’s (“EEI”) ESG and sustainability-related pilot reporting program. This program aims to develop a reporting framework to enable utility companies to provide key ESG and sustainability information on a consistent basis. EEI’s pilot 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 pilot report under this framework, which includes emissions data for 2015 and 2016, was published in March 2018 and is available on our website atwww.amereninvestors.com/corporate-governance/EEI-ESG-Sustainability. EEI expects to release an updated version of the reporting framework in 2018 for member company use in reporting 2017 data.

During the first quarter of 2019, we will issue a climate risk report that includes analysis of the impact of technological and policy changes that are consistent with limiting global warming. Among other things, this report will leverage the results of our participation in the Electric Power Research Institute’s study regarding utility industry scenario analyses with respect to climate change, which is expected to be complete in late 2018.

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:

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 bynon-participants in the plans;

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

the existence of anti-hedging and anti-pledging policies for executives;

the existence of a clawback provision in the 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”) and 2006 Omnibus Incentive Compensation Plan (the “2006 Plan”) that applies to annual and long-term incentive plan grants; and

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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 have a material adverse effect on the Company.

BOARD COMMITTEES

The Board of Directors has a standing Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear and Operations 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. The Audit and Risk Committee, Human Resources Committee and Nominating and Corporate Governance Committee are comprised entirely ofnon-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. In addition, the Nuclear and Operations Committee and the Finance Committee are currently comprised entirely ofnon-management directors, each of whom the Board has also determined to be “independent” under 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 CommitteeMeetings in 2017: 6  

Walter J. Galvin,Chair

Catherine S. Brune

J. Edward Coleman

Craig S. Ivey

Each of Walter J. Galvin and J. Edward Coleman qualifies as an “audit committee financial expert” as that term
is defined by the SEC.

•   Appoints and oversees the independent registered public accountants;pre-approves all audit, audit-related services andnon-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 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.

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

•   Performs its committee functions for all Ameren subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).

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  Human Resources CommitteeMeetings in 2017: 6  

James C. Johnson, Chair

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 in control agreements.

•   Reviews with management, and prepares an annual report regarding, the Compensation Discussion and Analysis section of the Company’s Form10-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.

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

•   Performs its committee functions for all Ameren subsidiaries which are registered companies pursuant to the Exchange Act.

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

  Nominating and Corporate Governance CommitteeMeetings in 2017: 6  

Gayle P.W. Jackson,Chair

Catherine S. Brune

Rafael Flores

James C. Johnson

•   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.

•   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 code of business conduct (referred to as its Principles of Business Conduct), Code of Ethics for Principal Executive and Senior Financial Officers and the Related Person Transactions Policy (see “— CORPORATE GOVERNANCE” 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.

•   Performs its committee functions for all Ameren subsidiaries which are registered companies pursuant to the Exchange Act.

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  Nuclear and Operations CommitteeMeetings in 2017: 5  

Richard J. Harshman, Chair

J. Edward Coleman

Ellen M. Fitzsimmons

Rafael Flores

Craig S. Ivey

Gayle P. W. Jackson

•   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), 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 and reports to the Board on the effectiveness of management in operating and managing, and the principal risks (including regulatory, environmental, reputation and business continuity risks) related to, the Company’s operating facilities, including the Company’s nuclear energy center.

•   Advises the Human Resources Committee on appropriate safety and operational goals to be included in the Company’s executive compensation programs and plans.

•   Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors.

  Finance CommitteeMeetings in 2017: 5  

Stephen R. Wilson, Chair

Ellen M. Fitzsimmons

Walter J. Galvin

Steven H. Lipstein

•     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.

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct

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 and Operations Committee and Finance Committee. The Board of Directors also has adopted the Company’s code of business conduct (referred to as Ameren’s Principles of Business Conduct) applicable to all of the Company’s directors, officers and employees, and the Company’s 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.

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Standing Board Committee Governance Practices

The standing Board committees focus on good governance practices. These include:

requiring several meetings to discuss important decisions;

receiving meeting materials well in advance of meetings; and

conducting executive sessions with committee members only.

Human Resources Committee Governance Practices

The Human Resources Committee obtains professional advice from an independent compensation consultant engaged directly by and who reports to the Committee. It is the Human Resources Committee’s view that its compensation consultant should be able to render candid and expert advice independent of management’s influence. In February 2018, the Human Resources Committee approved the continued engagement of Meridian as its independent compensation consulting firm. In its decision to retain Meridian as its independent compensation consultant, the Committee gave consideration to a broad range of attributes necessary to assist the needs of the Committee in setting compensation, including:

a track record in providing independent, objective advice;

broad organizational knowledge;

industry reputation and experience;

in-depth knowledge of competitive pay levels and practices; and

responsiveness and working relationship.

Meridian representatives attended all of the Human Resources Committee meetings during 2017. At the Human Resources Committee’s request, the consultant met regularly with the Committee members outside the presence of management, and spoke separately with the Committee Chair and other Committee members.

During 2017, the Committee requested of Meridian the following items:

market pay and market trend analyses, which assist the Committee in targeting executive compensation at the desired level versus market;

a review ofchange-in-control and severance provisions to help the Committee evaluate their appropriateness;

comparisons of short-term incentive payouts and financial performance to utility peers, which the Committee uses to evaluate prior-year short-term incentive goals and set future short-term incentive goals;

preparation of tally sheets of compensation components, which the Committee uses to evaluate the cumulative impact of prior compensation decisions;

review and advice on changes to the Company’s long-term incentive program;

review and advice on the Compensation Discussion and Analysis section included in the Company’s proxy statement to ensure full, accurate and clear disclosure, and other executive compensation-related proxy statement items;

advice in connection with the Committee’s risk analysis of the Company’s compensation policies and practices, in furtherance of the Committee’s responsibilities pursuant to its charter;

advice with respect to legal, regulatory and/or accounting considerations impacting Ameren’s compensation and benefit programs, to ensure the Committee is aware of external views regarding the programs; and

other requests relating to executive compensation issues.

Other than services provided to the Human Resources Committee as set forth above and for the Nominating and Corporate Governance Committee as described below, Meridian did not perform any other services for the Company or any of its subsidiaries in 2017.

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Pursuant to its letter agreement with the Committee, if the Company or management of the Company proposes that Meridian perform services for the Company or management of the Company other than in Meridian’s retained role as consultant to the Committee and the Nominating and Corporate Governance Committee, any such proposal is required to be submitted to the Committee for approval before such services begin.

In December 2017, the Nominating and Corporate Governance Committee also approved the continued engagement of Meridian as its independent consulting firm with respect to director compensation matters. See “— Director Compensation — Role of Director Compensation Consultant” below for a description of the services Meridian provided to the Nominating and Corporate Governance Committee in 2017.

Each of the Human Resources Committee and Nominating and Corporate Governance Committee has procedures for the purpose of determining whether the work of any compensation consultant raises any conflict of interest. Pursuant to such procedures, in December 2017 each such committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive and director compensation-related matters, no conflict of interest was raised by the work of Meridian.

Delegation of Authority

The Human Resources Committee has delegated authority to the Company’s Administrative Committee, comprised of designated members of management, to approve changes, within specified parameters, to certain of the Company’s retirement plans. It has also delegated authority to management to make pro rata equity grants in the first year of PSUP eligibility to executives who, while not Section 16 Officers, are newly promoted into a PSUP eligible role or hired into a PSUP eligible role from an external source during the year. In addition, the Human Resources Committee has delegated to the Chief Executive Officer the authority to make discretionary grants of equity awards from apre-authorized pool of shares of Common Stock to executives who are not Section 16 Officers. The Company will ensure the total value of the equity grants made by the Chief Executive Officer does not exceed a specified limit.

Role of Executive Officers

The role of executive officers in compensation decisions for 2017 is described below under “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Role of Executive Officers.” Mr. Baxter, as Chief Executive Officer of the Company, was not involved in determining his own compensation. See “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS” below.

Human Resources Committee Interlocks and Insider Participation

No current member of the Human Resources Committee of the Board of Directors (Messrs. Johnson, Harshman, Lipstein and Wilson) was at any time during 2017 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure under applicable SEC rules.

No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Company’s Board of Directors or the Human Resources Committee during 2017.

Consideration of Director Nominees

General Qualification Requirements.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,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 reelectionre-election 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 will evaluate shareholder recommendations using substantially the same process it follows for other candidates. The Nominating and Corporate Governance Committee may also undertake its own search process for candidates and may retain the services of

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professional search firms or other third parties to assist in identifying and evaluating potential nominees. In 2017, a third-party search firm was engaged by the Nominating and Corporate Governance Committee to assist in identifying and evaluating potential director nominees.

In considering a potential nominee for the Board, shareholders should note that in selecting candidates, the Nominating and Corporate Governance Committee endeavors to find individuals of high integrity who have a solid record of leadership and accomplishment in their chosen fields and who display the independence to effectively represent the best interests of all shareholders. Candidates are selected for their ability to exercise good judgment, to provide practical insights and diverse perspectives and to contribute to the regular refreshment of skill sets represented on the Board. Candidates also will be assessed in the context of the then-current composition of the Board, the average tenure of the Board, the operating requirements of the Company and the long-term interests of all shareholders. 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. 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:

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the highest professional and personal ethics;

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broad experience in business, government, education or technology;

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

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commitment to enhancing shareholder value;

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

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compliance with legal and regulatory requirements;

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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 “— Director Independence” below.

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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.
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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.
The Company’s Director Nomination Policy requires all directors standing for re-election to agree that in the event that any director fails to obtain the required majority vote at an annual meeting of shareholders, such director will tender his or her resignation as a director. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to such tendered resignation.
Diversity Considerations. The Board has a demonstrated commitment to maintaining diverse representation. The percentage of women represented on the Board is approximately 36 percent, which percentage will increase to approximately 38 percent following
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the Annual Meeting, subject to each nominee’s re-election. Approximately 29 percent of the Board is composed of racially or ethnically diverse members, which percentage will increase to approximately 31 percent following the Annual Meeting, subject to each nominee’s re-election.
When conducting searches for new directors, the Committee will use its best efforts to include among the pool of candidates women and racially or ethnically diverse candidates, and any third-party search firm engaged by the Committee will be asked to use its best efforts to include such candidates in the pool of candidates. In connection with its assessment and recommendation of candidates for director, the Nominating and Corporate Governance Committee will consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills), director tenure, board refreshment and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process.
In addition, because the Company is committed to maintaining its tradition of inclusiondiversity and diversityinclusion 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 ofnon-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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Pursuant to the Company’s Corporate Governance Guidelines, directors are expected to advise the Chairman of theBoard Refreshment and Succession Planning

The Board and the ChairCommittee have been actively focused on director refreshment and succession planning to ensure the Board continues to reflect an appropriate mix of theskills, attributes and experiences.
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The Nominating and Corporate Governance Committee prior to accepting any other company directorship or any assignment toregularly evaluates 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 anot-for-profit organization are also expected to advise the Chairmancomposition of the Board in light of the Company’s strategy and the Chairtenure of the Nominating and Corporate Governance Committee before or promptlymembers of the Board.
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Directors are expected to resign from the Board at the next annual meeting after accepting such a position. The Company’sattaining age 72.
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In addition, the Corporate Governance Guidelines also provide that if a director haswho undergoes a significant change with respect to principal employment he or she 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 to continue to serve on the Board.

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During 2023 and 2024, the Nominating and Corporate Governance Committee and the Board engaged in extensive discussion regarding future Board composition, leadership positions, and committee responsibilities and assignments. Outcomes of these discussions included the election of a new director, Kimberly J. Harris, effective January 1, 2024, as well as the establishment of the Cybersecurity and Digital Technology Committee in May 2023, along with certain changes in committee membership in each of 2023 and 2024 based on the Board’s belief that periodic committee rotations support strong engagement and a diversity of perspectives among committee members.
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​​Steps to improve Board Effectiveness​​​
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​​Outcomes​
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Regular evaluation of the Board in light of the Company’s strategy
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Identify director candidates with diverse backgrounds and experiences
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Retirement age policy
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Commitment to robust director succession planning
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Annual Board and committee performance self-evaluations
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Average director tenure of approximately 8.5 years
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>69% of Board nominees are gender or racially/ethnically diverse
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Experience reflected in recent Board additions includes:
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Customer relations experience
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Cyber / IT / Digital experience
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Environmental / Sustainability experience
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Financial experience
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Human capital management / DE&I experience
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Utilities / Regulatory / Governmental experience
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Operations experience
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Active executive
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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:
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Overseeing enterprise risk management, including sustainability and environment, social and governance matters;
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Reviewing and approving strategic and operating plans, financial objectives and other significant actions;
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Creating and maintaining an effective governance structure, including appropriate Board composition and planning for Board succession;
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Overseeing our legal, regulatory and ethical compliance programs, including those relating to the preparation of financial statements and other public disclosures;
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Evaluating CEO and senior management performance and determining executive compensation; and
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Planning for CEO succession and monitoring management’s succession planning for other key executive officers.
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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
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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 the oversight responsibilities maintained by the applicable committees and the overall effectiveness of the enterprise risk management process. In addition, at each of its meetings, the Board receives a report from the Chair of the Audit and Risk Committee, as well as from the Chair of each of the Board’s other standing committees identified below, each of which is chaired by an independent director in accordance with the committee charters. Through the process outlined above, the Board believes that its leadership structure provides effective oversight of the Company’s risk management.
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Oversight of Risks Associated with Sustainability 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 sustainability 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
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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 Director Nomination Policy requiresdirectors 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 governmental or 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 with respect to sustainability matters:
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The Audit and Risk Committee oversees Ameren’s enterprise risk management program, which includes strategic and operational risks, as well as the processes, guidelines, and policies for identifying, assessing, monitoring, and mitigating such risks.
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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 directors standing for reelection to agree that inaspects of the event that any director fails to obtainCompany’s operations throughout the required majority vote at an annual meeting of shareholders, such director will tender his or her resignation as a director. year, including long-term generation planning and Ameren Missouri’s IRP development, compliance with environmental regulations and environmental sustainability matters.
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The Nominating and Corporate Governance Committee will evaluateoversees the best interestsCompany’s corporate governance, which includes review of the Company’s proxy statements, shareholder proposals, the Company’s responses to shareholder proposals and any reports the Company issues in response to shareholder proposals.
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The Human Resources Committee oversees executive compensation practices and policies, including the integration of environmental, social and governance measures, and human capital management practices and policies, including those related to diversity, equity and inclusion.
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We provide extensive information regarding our sustainability initiatives through our website at www.amereninvestors.com, including the following:
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Sustainability Report: Published annually, this report provides extensive information regarding the Company’s sustainability initiatives.
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Climate Report: Published periodically to reflect significant updates, this report details the Company’s climate transition plan, including analysis of the impact of technological and policy changes that are consistent with limiting global warming. Among other things, this report reflects our science-based analysis of the Company’s projected carbon emissions pathway based on modelling by the Electric Power Research Institute of over 75 global carbon emissions pathways that are likely to result in achieving the Paris Agreement long-term goal of limiting global warming to an increase of 1.5 degrees Celsius over pre-industrial levels. This analysis indicated that the Company’s projected carbon emissions are consistent with achieving the Paris Agreement’s 1.5 degree Celsius goal.
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Integrated Resource Plan: Every three years, Ameren Missouri files a new IRP with the Missouri Public Service Commission (MoPSC), as required by Missouri law. This filing reflects Ameren Missouri’s preferred plan for meeting its shareholderscustomers’ energy demands over the next 20-year period. The preferred plan is based on a complex analysis that considers a range of trends, expectations and will recommendassumptions regarding the costs, risks and opportunities of future resource decisions. Management provides regular updates to the NOESC and the Board regarding the actiondevelopment and implementation of Ameren Missouri’s IRP.
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CDP Climate Change and Water Surveys: We have participated in the annual CDP Climate Change and Water Security surveys since 2010 and 2012, respectively. These resources provide detailed information regarding the Company’s greenhouse gas emissions and water usage and related operational, advocacy, risk management and oversight activities.
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Sustainability Investor Presentation: Published quarterly, this presentation includes a summary of our sustainability value proposition and related initiatives.
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EEI/AGA ESG/Sustainability Reporting: We were among the initial steering committee members that supported the development of the Edison Electric Institute’s (“EEI”) and American Gas Association’s (“AGA”) ESG and sustainability-related reporting program, and
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we continue to be taken with respect to such tendered resignation.

Board Succession Planning

The Board discusses formal succession planningpublish this report on an annual basis,basis. This reporting framework has enabled utility companies to provide the financial sector with key ESG and sustainability information on a more uniform and consistent basis. Our EEI/AGA ESG/Sustainability reports under this framework include greenhouse gas emissions data, including 2005 baseline data, other ESG data, and a qualitative section with a discussion of our ESG and sustainability strategy and governance.

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SEC Filings: Our filings with the NominatingSEC, including our Form 10-K, quarterly reports on Form 10-Q and Corporate Governance Committee,current reports on Form 8-K, contain information on material risks, including those related to sustainability matters, human capital management, and detailed information regarding our financial performance.
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Other Reporting Frameworks: We have published mapping of our sustainability data based on the Task Force on Climate-related Financial Disclosures (“TCFD”), Sustainability Accounting Standards Board (“SASB”), and Global Reporting Initiative (“GRI”) reporting frameworks.
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Some of the foregoing reports contain cautionary statements regarding the forward-looking information included in accordance withthose reports, include statistics or metrics that are estimates, make assumptions based on developing standards that may change and provide targets or goals that are not intended to be promises or guarantees. The reports may also change at any time and we expect updated versions will be posted on our website. Neither our website nor any of the reports or information included therein, including the reports and documents mentioned in this paragraph or elsewhere in this proxy statement are incorporated by reference to this proxy statement.
Human Capital Management
Under its charter, the Company’s strategyHuman Resources Committee is responsible for reviewing and discussing with management the Company’s Director Nomination Policy, regularly discusses in executive session board compositionhuman capital management practices and refreshment.

Executive Sessions of Independent Directors

The independent directors meet privately in executive sessionspolicies, including diversity, equity and inclusion initiatives. In accordance with these responsibilities, the Human Resources Committee receives regular updates from management regarding key human capital risks and initiatives, including those that relate to consider such matters as they deem appropriate, without management being present, as a routinely scheduled agenda item for every Board meeting. During 2017, all directors other than Mr. Baxter were independent (see “— Director Independence” below). Walter J. Galvin, who currently serves as the Lead Director, presides at the executive sessions. The Lead Director’s duties also include those detailed under “— Board Leadership Structure” above.

Executivediversity, equity and inclusion, workforce demographics and pay equity, organizational structure, and leadership development.

Management Succession Planning

The Board, establishes and reviews policies and procedures, consulting with the Nominating and Corporate GovernanceHuman 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 and other key executive positions in the event of emergency or retirement. In furtherance thereof, the Board meetsand the Human Resources Committee meet periodically in executive session to plan for succession with respect to the position of Chief Executive Officer and monitorsto monitor management’s succession planning for other key executives.

Oversight of Risks Associated with Compensation
In evaluating the material elements of compensation available to executives and other Company employees, the Human Resources Committee takes into consideration whether the Company’s compensation policies and practices may incentivize behaviors that might lead to excessive risk taking. The Human Resources Committee, with the assistance of its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), and Company management, reviews the Company’s compensation policies and practices each year for design features that have the potential to encourage excessive risk taking. The program contains multiple design features that manage or mitigate these potential risks, including:
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an appropriate balance of fixed and variable pay opportunities;
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caps on incentive plan payouts;
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the use of multiple performance measures in the compensation program;
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measurement of performance at the corporate level;
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a mix between short-term and long-term incentives, with an emphasis for executives on rewarding long-term performance;
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Committee discretion regarding individual executive awards;
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oversight by non-participants in the plans;
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a code of ethics, internal controls and other measures implemented by the Company;
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anti-hedging and anti-pledging policies for executives;
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a clawback policy for the recoupment of excess incentive compensation paid to executive officers in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws;
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more expansive clawback authority through provisions in the Company’s 2022 Omnibus Incentive Compensation Plan (the “2022 Plan”) and its 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”) that applies to annual and long-term incentive program grants; and
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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.
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Based upon the above considerations, the Human Resources Committee determined that the Company’s compensation policies and practices are not reasonably likely to create risks that have a material adverse effect on the Company.
Oversight of Cybersecurity and Digital Technology Risks
The Cybersecurity and Digital Technology Committee has primary responsibility for oversight of cybersecurity and digital technology risks, including those related to information security, prevention and detection of cybersecurity incidents or information breaches, crisis preparedness, incident response plans, disaster recovery and business continuity capabilities, and responsible artificial intelligence practices. Management reports and discussion regarding cybersecurity and digital technology matters are held at each of the Cybersecurity and Digital Technology Committee’s five regularly scheduled meetings each year. The committee receives regular updates from the Company’s Chief Customer and Technology Officer, its Chief Information Officer, its Chief Information Security Officer, and other members of senior management regarding the Company’s cybersecurity program and key initiatives, including risk assessments and audits, reports of investigations into significant cybersecurity events, and risk mitigation activities, including cybersecurity capabilities, controls and insurance. Senior management also provides updates on the execution of the Company’s digital technology strategy, including key initiatives associated with the increased integration of digital technologies into the Company’s operations and infrastructure investment opportunities.
The full Board is also regularly updated on the Company’s cybersecurity program, including focused discussions in the context of its annual strategy sessions and through reporting from the Cybersecurity and Digital Technology Committee. In addition, the Board participates in periodic cybersecurity drills to prepare for potential crisis scenarios.
The Company maintains an employee training and compliance program focused on driving awareness and behavior aligned with protecting the Company’s information and digital assets.
Shareholder Outreach and Engagement
The Company maintains an active shareholder engagement program to ensure regular communication with shareholders regarding areas of interest or concern. Each year, we conduct outreach to shareholders owning a significant percentage of our outstanding shares of common stock, in addition to presentations at industry and financial conferences and meetings with analysts and investment firms. In 2023, these efforts enabled us to meet with shareholders representing over 50% of our outstanding common stock and included the participation of our lead independent director for certain shareholders.
The Company’s engagement efforts include investor meetings specifically focused on its sustainability initiatives, including environmental stewardship, social impact, and governance practices, including executive compensation, risk management and oversight. Shareholder feedback and suggestions that we receive are reported to the Nominating and Corporate Governance Committee, the Human
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Resources Committee, the Nuclear, Operations and Environmental Sustainability Committee, or the entire Board, as applicable, for consideration. Our recent sustainability-focused engagement efforts have influenced:
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the addition of oversight responsibilities for environmental sustainability for the Nuclear, Operations and Environmental Sustainability Committee and human capital management for the Human Resources Committee, as discussed in more detail under “— The Board’s Role and Responsibilities — Consideration of Risks Associated with Environmental, Social and Governance Matters” above;
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the incorporation of an environmental metric into our long-term incentive compensation program, and DE&I metrics focused on workforce opportunities and economic growth of local, small and diverse business into our short-term incentive compensation program, as well as related proxy statement disclosure considerations;
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our sustainability reporting, including the information presented in our EEI/AGA ESG/Sustainability reports and our sustainability investor presentation, the publication of the Company’s EEO-1 report regarding workforce demographics, the issuance of reports regarding climate risk, coal ash management, and diversity, equity and inclusion initiatives, and our TCFD, SASB and GRI disclosure mapping;
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development of Company environmental, biodiversity and water policies, a human rights policy statement, and a supplier code of conduct;
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the development of the Company’s carbon emissions targets and Ameren Missouri’s Integrated Resource Plan; and
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the creation of the Ameren Missouri Community Voices Advisory Board for both metro St. Louis and Mid-Missouri.
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Board Structure
Board Leadership Structure
The Company’s By-Laws and Corporate Governance Guidelines delegate to the Board of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Board and Chief Executive Officer. The Board annually considers the appropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served at this time by the Board retaining discretion to determine whether the same individual should serve as both Chairman of the Board and Chief Executive Officer. This decision is based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors.
In November 2023, Warner L. Baxter retired from the Board and as the Company’s Executive Chairman, and Mr. Lyons transitioned to a combined Chairman, President and CEO role. Prior to Mr. Lyons assuming the role of Chairman, the Nominating and Corporate Governance Committee and the Board engaged in thorough deliberation and evaluation of the Company’s Board leadership structure. 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. Lyons, is a leadership structure that combines the roles of Chairman of the Board and Chief Executive Officer, for the following primary reasons:
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combining the roles of Chairman and CEO while maintaining strong, independent board leadership best enables the Board to carry out its oversight of the Company’s strategy, business operations and risk management by enabling Mr. Lyons to provide the benefit of his extensive experience in the energy industry to both the Company and the Board, and his thorough understanding of the opportunities and challenges facing the industry is valuable at both the Board and management levels;
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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. Lyons’ background, skills and experience, as detailed in his biography above;
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pursuant to the Company’s Corporate Governance Guidelines, when the Chairman of the Board is an employee of the Company, the Company has a designated independent Lead Director (as defined and discussed below), selected by the Company’s Nominating and Corporate Governance Committee and ratified by vote of the independent directors, with clearly delineated and comprehensive duties and responsibilities as set forth in the Company’s Corporate Governance Guidelines, which provides the Company with a strong
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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;
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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;
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independent directors hold executive sessions of the Board at every regularly scheduled Board meeting, which 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 Company has established a Policy Regarding Communications to the Board of Directors for all shareholders and other interested parties; and
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a non-independent Chairman of the Board continues to be the principal board leadership structure among S&P 500 companies in the United States, including the Company’s peer companies.
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The Board recognizes that, depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. The Board is committed to reviewing this determination on an annual basis, applying the perspectives of its diverse and engaged members to achieve a leadership structure that it believes is in the best interests of the Company and its stakeholders.
Lead Independent Director
According to the Company’s Corporate Governance Guidelines, when the Chairman of the Board is the Chief Executive Officer or an employee of the Company, as is presently the case, 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 is elected annually to serve a one-year term. The Corporate Governance Guidelines also set forth the Lead Director’s authority, duties and responsibilities, as follows:
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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;
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convene and chair meetings of the independent directors in executive session at each Board meeting;
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solicit the non-management directors for advice on agenda items for meetings of the Board;
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serve as a liaison between the Chairman and the Chief Executive Officer and the independent directors;
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call meetings of the independent directors;
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collaborate with the Chairman and the Chief Executive Officer in developing the agenda for meetings of the Board and approve such agendas;
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consult with the Chairman and the Chief Executive Officer on and approve information that is sent to the Board;
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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
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if requested by major shareholders, ensure that he or she is available for consultation and direct communication.
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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
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Corporate Governance
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:

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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;

32    Ameren Corporation2018 Proxy Statement

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  ITEMS YOU MAY VOTE ON  

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

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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;

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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;

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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 forwithin the pastlast three years haswas not, and no member of his or her immediate family has beenwas, a partner or employee of the Company’s internal or external auditor and personally worked on the Company’s audit within that time;

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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;

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is free of any relationships with the Company that may impair or appear to impair his or her ability to make independent judgments; and

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is not and no member of his or her immediate family is employed as an executive officer of a charitable organization that receives contributions from the Company or a Company charitable trust, in an amount which exceeds the greater of $1 million or two percent of such charitable organization’s total annual receipts.

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For purposes of determining a “material relationship,” the following standards are utilized:

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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 withnon-affiliated persons; and

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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.

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For purposes of these independence standards, (i) immediate family members of a director include the director’s spouse, parents, stepparents, children, stepchildren, siblings, mother- andfather-in-law, sons- anddaughters-in-law, and brothers- andsisters-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.

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Corporate Governance
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

Ameren Corporation2018 Proxy Statement    33

  ITEMS YOU MAY VOTE ON  

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 Fitzsimmons, Galvin,Brinkley, Eder, Harris, Harshman and Johnson and Lipstein 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, GalvinHarris and LipsteinHarshman are (or were during 2023, in the case of Director Fitzsimmons) 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 withnon-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 anarm’s-length basis and on terms comparable to those generally available to unaffiliated third parties under the same or similar circumstances. The Board considered each of these transactions and relationships and determined that none of them was material or affected the independence of directors involved under either the general independence standards contained in the NYSE’s listing standards or the categorical standards contained in our Director Nomination Policy.

As a result of this review, the Board, at its meeting in February 2018,2024, affirmatively determined that the following directors are independent under the NYSE listing standards and the standards set forth in the Director Nomination Policy: Cynthia J. Brinkley, Catherine S. Brune, J. Edward Coleman,Ward H. Dickson, Noelle K. Eder, Ellen M. Fitzsimmons, Rafael Flores, WalterKimberly J. Galvin,Harris, Richard J. Harshman, Gayle P. W. Jackson,Craig S. Ivey, James C. Johnson, Steven H. Lipstein and Stephen R. Wilson;Leo S. Mackay, Jr.; and that Warner L. Baxter,Martin J. Lyons, Jr., as Chairman, President and Chief Executive Officer of the Company, is not independent under the Director Nomination Policy. In connection with his appointment to the Board in March 2018, the Board determined that Craig S. Ivey is also independent under theNYSE listing standards set forth inand the Director Nomination Policy.

All The Board also determined that J. Edward Coleman, 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, and the Nominating and Corporate Governance Committee, the Nuclear and Operations Committee and the Finance Committee of the Board of Directors are independent under the standards set forth in the Director Nomination Policy.

In addition, all members of the Cybersecurity and Digital Technology Committee, the Finance Committee, and the Nuclear, Operations and Environmental Sustainability Committee 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 2023, all directors other than Messrs. Baxter and Lyons were independent (see “— Board Structure — Director Independence” above). Richard J. Harshman, as the current Lead Director, presides at the executive sessions. In addition to presiding at the executive sessions, the Lead Director’s duties also include those detailed under “— Board Structure — Board Leadership Structure” above.
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Corporate Governance
Board Committees
The Board of Directors has a standing Audit and Risk Committee, Cybersecurity and Digital Technology Committee, Finance Committee, Human Resources Committee, Nominating and Corporate Governance Committee, and Nuclear, Operations and Environmental Sustainability Committee, the chairs and members of which are recommended by the Nominating and Corporate Governance Committee, appointed annually by the Board and are identified below. Each committee is comprised entirely of non-management directors, each of whom the Board of Directors has determined to be “independent” as defined by the relevant provisions of the Sarbanes-Oxley Act of 2002, the NYSE listing standards and the Director Nomination Policy. A more complete description of the duties of each standing Board committee is contained in each standing Board committee’s charter available at www.amereninvestors.com/corporate-governance.
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Corporate Governance
Audit and Risk Committee
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Meetings in 2023: 11
Chair
J. Edward Coleman
Other Members
Noelle K. Eder
Rafael Flores
Richard J. Harshman
Leo S. Mackay, Jr.
Each of J. Edward Coleman and Richard J. Harshman has been determined by the Board to qualify as an “audit committee financial expert” as that term is defined by the SEC. The Board has also determined that each committee member is “financially literate” within the meaning of the NYSE listing standards.
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Appoints and oversees the independent registered public accountants; pre-approves all audit, audit-related services and non-audit engagements with independent registered public accountants.
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Ensures that the lead and concurring audit partners of the independent accountants are rotated at least every five years, as required by the Sarbanes-Oxley Act of 2002; periodically considers a potential rotation of the independent accountant firm.
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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.
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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.
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Reviews with management and the independent registered public accountants the scope and results of audits and financial statements, disclosures and earnings press releases.
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Reviews with management and the independent registered public accountants the Company’s critical accounting policies, current accounting trends and developments that may affect the financial statements, significant changes in the selection or application of accounting principles, the effect of regulatory and accounting initiatives on the Company’s consolidated financial statements, and critical audit matters addressed during the audit.
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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.
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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.
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Coordinates its oversight of enterprise risk management with other Board committees having primary oversight responsibilities for specific risks.
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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.
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Reviews investigatory, legal and regulatory matters that may have a material effect on financial statements.
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Establishes a system by which employees may communicate directly with members of the Committee about accounting, internal controls and financial reporting deficiency.
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Oversees the Company’s enterprise ethics and compliance program, including the Code of Ethics applicable to all of the Company’s directors, officers and employees, and the Company’s Supplemental Code of Ethics for Principal Executive and Senior Financial Officers (see “— Board Practices, Policies and Processes — Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct” below); the identification and adherence to compliance obligations; and Company governance processes and policies.
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Performs other actions as required by the NYSE listing standards and its Charter, including the retention of independent legal counsel and other advisors.
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Corporate Governance
Cybersecurity and Digital Technology Committee
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Meetings in 2023: 4 (committee formed effective May 1, 2023)
Chair
Noelle K. Eder
Other Members
Catherine S. Brune
J. Edward Coleman
Ward H. Dickson
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Reviews the Company’s and its subsidiaries’ strategy and operations relating to cybersecurity and digital technology matters, including significant cybersecurity and digital technology-related projects and initiatives and related progress, the integration and alignment of such strategy with the Company’s overall business and strategy, and trends that may affect such strategy or operations.
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Reviews the capabilities and effectiveness of the Company’s and its subsidiaries’ cybersecurity and digital technology risk management, including the programs, policies, practices, controls and safeguards for digital technology, information security, prevention and detection of cybersecurity incidents or information or data breaches, and crisis preparedness, incident response plans, and disaster recovery and business continuity capabilities.
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Reviews the Company’s third-party cybersecurity and digital technology strategy, including information on critical risks and metrics relating thereto.
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Reviews key legislative and regulatory developments that could materially impact the Company’s cybersecurity and digital technology strategy, operations or risk exposure; engagement with government agencies, industry peers, and other critical infrastructure sectors on cybersecurity and related resiliency; industry trends, benchmarking and best practices relating to cybersecurity and digital technology; and any relevant cybersecurity and digital technology metrics.
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Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors.
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Finance Committee
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Meetings in 2023: 5
Chair
Ward H. Dickson
Other Members
Catherine S. Brune
J. Edward Coleman
Ellen M. Fitzsimmons
Craig S. Ivey
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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.
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Reviews and makes recommendations regarding the Company’s dividend policy.
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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.
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Reviews and recommends to the Board the Company’s and its subsidiaries’ debt and equity financing plans.
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Oversees the Company’s commodity risk assessment process, system of controls and compliance with established risk management policies and procedures.
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Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors.
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Corporate Governance
Human Resources Committee
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Meetings in 2023: 5
Chair
Cynthia J. Brinkley
Other Members
Richard J. Harshman
James C. Johnson
Steven H. Lipstein
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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.
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Administers and approves awards under the incentive compensation plan.
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Administers and approves executive employment agreements, severance agreements and change of control agreements, if any.
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Administers the Company’s clawback policy and oversees clawback authority in annual and long-term incentives.
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Reviews with management, and prepares an annual report regarding, the Compensation Discussion and Analysis section of the Company’s proxy statement.
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Recommends to the Board amendments to those pension plans sponsored by the Company or any of its subsidiaries, except as otherwise delegated.
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Reviews with management the Company’s human capital management practices, including diversity, equity and inclusion initiatives.
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Performs other actions as required by the NYSE listing standards and its Charter, including the retention of outside compensation consultants and other outside advisors.
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Reviews the Company’s compensation policies and practices to determine whether they encourage excessive risk taking.
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Assists the Board of Directors in overseeing the development of executive succession plans.
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Nominating and Corporate Governance Committee
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Meetings in 2023: 6
Chair
Catherine S. Brune
Other Members
Cynthia J. Brinkley
Kimberly J. Harris
James C. Johnson
Steven H. Lipstein
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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.
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Oversees the annual self-assessments of the Board and its committees.
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Reviews the Board’s policy for director compensation and benefits.
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Establishes a process by which shareholders and other interested persons will be able to communicate with members of the Board.
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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).
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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.
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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).
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Performs other actions as required by the NYSE listing standards and its Charter, including the retention of independent legal counsel and other advisors.
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Corporate Governance
Nuclear, Operations and Environmental Sustainability Committee
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Meetings in 2023: 5
Chair
Rafael Flores
Other Members
Ward S. Dickson
Ellen M. Fitzsimmons
Kimberly J. Harris
Craig S. Ivey
Leo S. Mackay, Jr.
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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.
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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.
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Reviews significant inquires from and the results of major inspections and evaluations by regulatory agencies and oversight groups and management’s response thereto.
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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.
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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.
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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.
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Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors.
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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:
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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 Chairman, President and Chief Executive Officer.
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We have an independent Lead Director with clearly delineated and comprehensive duties and responsibilities.
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We maintain a director retirement age of 72.
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We require directors who undergo a significant change in their principal employment to offer their resignation to the Nominating and Governance Committee for its consideration.
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Only independent directors chair and serve on all standing Board committees, including the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee of the Board. Each committee operates under a written charter that has been approved by the Board and is reviewed annually.
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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 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 has established limitations on the number of public company boards on which directors may serve, as well as the number of public company audit committees on which members of the Audit and Risk Committee may serve.
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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.
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SHAREHOLDER RIGHTS
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Shareholders representing not less than 25% of the Company’s outstanding common stock have the right to call a special meeting of shareholders.
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We have implemented proxy access for a single shareholder, or a group of up to 20 shareholders, who have held 3% of the Company’s stock for at least 3 years to nominate the greater of 20% of the Board and two directors.
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We do not have a shareholder rights plan (“poison pill”) in place.
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Other than a super-majority requirement (66.67%) to approve mergers as provided by Missouri state statute, we have no super-majority voting requirement for shareholder action.
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Our directors may be removed without cause.
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Corporate Governance
Corporate Governance Guidelines and Policies, Committee Charters and Codes of Ethics
The Board of Directors has adopted Corporate Governance Guidelines, a Director Nomination Policy, a Policy Regarding Communications to the Board of Directors, a Related Person Transactions Policy

and written charters for its Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear, Operations and Environmental Sustainability Committee, Finance Committee, and Cybersecurity and Digital Technology 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 Secretary. The information on the Company’s website, or any other website referenced in this report, is not incorporated by reference into this proxy statement.

Policy Regarding Communications to the Board of Directors
The Board of Directors has adopted a policy for shareholders and other interested persons to send communications to the Board. Shareholders and other interested persons who desire to communicate with the Company’s directors or a particular director may write to our principal executive offices, to the attention of the Head of Investor Relations: Ameren Corporation, Mail Code 202, 1901 Chouteau Avenue, St. Louis, Missouri 63103. E-mail communications to directors should be sent to directorcommunication@ameren.com. All communications must be accompanied by the following information: if the person submitting the communication is a shareholder, a statement of the number of shares of the Company’s common stock that the person holds; if the person submitting the communication is not a shareholder and is submitting the communication to the Lead Director or the non-management directors as an interested party, the nature of the person’s interest in the Company; any special interest, meaning an interest not in the capacity of a shareholder of the Company, of the person in the subject matter of the communication; and the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications received from shareholders and other interested persons to the Board of Directors will be reviewed by the Head of Investor Relations, or such other person designated by all non-management members of the Board, and if such communications are not solicitations, advertisements or other forms of mass mailings, illegal, unduly hostile and non-substantive, trivial, irrelevant or similarly unsuitable, they will be forwarded by the Office of the Secretary to the Lead Director or applicable Board member or members as expeditiously as reasonably practicable.
Annual Assessment of Board, Board Committee and Individual Director Performance
The Board of Directors annually reviews its performance, structure and processes in order to assess how effectively it is functioning. This assessment is implemented and administered by the Nominating and Corporate Governance Committee through an annual Board evaluation. Further, each of the Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear, Operations and Environmental Sustainability Committee, Finance Committee, and Cybersecurity and Digital Technology Committee conducts an annual evaluation of its performance. After reviewing the Board evaluations, the Lead Director discusses the Board’s effectiveness with each director individually. The Lead Director reports to the Board on the Board evaluations, and each committee chair reports to the applicable committee on the committee evaluations. The full Board of Directors discusses the Board evaluation and committee evaluation reports to determine what, if any, action could improve (1) Board and Board committee performance and (2) if necessary, a director’s performance as it relates to the overall effectiveness of the Board. The Nominating and Corporate Governance Committee also considers the performance of all eligible incumbent directors in determining whether to recommend them to the Board as nominees for re-election at the Company’s next annual meeting of shareholders.
Board and Committee Meetings and Annual Meeting Attendance
The Board of Directors held eight meetings during 2023. Each director then serving on the Board attended at least 95 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 2023 was approximately 99 percent.
The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 2023 annual meeting of shareholders, which was held in a virtual format, all of the then-incumbent directors were in attendance.
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Corporate Governance
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;
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conducting regular executive sessions with committee members only; and
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retaining external legal, accounting or other advisory services, as applicable and as determined by the standing Board committee.
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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:
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providing director reference materials, which includes the Company’s key governance and policy documents, recent SEC filings and other disclosure documents, and other organizational information;
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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, and governance practices; significant litigation and regulatory matters; and principal officers, compensation structure, and other human capital matters; and
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subject to applicable safety protocols, visits to the Company’s headquarters, and may include visits to certain of the Company’s significant facilities.
​
The Board has also established a director development program that provides directors with the opportunity to receive substantive instruction on topical issues relating to the current and evolving responsibilities of directors of public companies and corporate governance matters. Through this program, each director has the opportunity to attend one or more development programs each year. In addition, the Board typically holds a development session in connection with each of its regularly scheduled meetings. These sessions include presentations by internal and external experts on key operational, financial, technology, environmental, social or governance issues. In 2023, these sessions included presentations on sustainability strategy, cybersecurity; key industry trends and developments; Ameren Missouri’s Integrated Resource Plan; nuclear energy center operations; and artificial intelligence and advanced analytics.
Corporate Governance Guidelines
The Board of Directors, in accordance with NYSE listing standards, has adopted a formal set of Corporate Governance Guidelines, which include certain director commitments and retirement policies, stock ownership requirements for directors, officers and other members of management.
Director Commitments Policy
Pursuant to the Company’s Corporate Governance Guidelines, a non-employee director may not serve on more than four (4) public company boards, including the Board, and a non-employee director who is also an executive of another public company may not serve on more than two (2) public company boards, including the Board, without prior approval of the Board. Employee directors may not serve on more than two (2) public company boards, including the Board, without prior approval of the Board. In addition, no member of the Audit and Risk Committee may serve on the audit committee of more than three (3) public companies, including the Company, without the prior approval of the Board. Directors are expected to advise the Chairman of the Board, the Chair of the Nominating and Corporate Governance Committee, and the Company’s General Counsel 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, and the Nominating and Corporate Governance Committee will review and determine whether to approve such directorship or committee assignment. Directors accepting a directorship (or equivalent position) with a not-for-profit organization are also
​46​​Ameren Corporation​
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expected to advise the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee before or promptly after accepting such a position.
Director Retirement Policy; Change in Employment Policy
Pursuant to the Company’s Corporate Governance Guidelines, directors are expected to resign from the Board at the next annual meeting after attaining age 72. In addition, a director who undergoes a significant change with respect to principal employment is required to notify the Nominating and Corporate Governance Committee and offer his or her resignation from the Board. The Nominating and Corporate Governance Committee will then evaluate the facts and circumstances and make a recommendation to the Board whether to accept the offered resignation or request that the director continue to serve on the Board.
Director Stock Ownership Requirements
The Company has a stock ownership requirement applicable to all of its non-management directors. Under this requirement, as set forth in the Company’s Corporate Governance Guidelines, within five years after initial election to the Board, all non-management 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 exceptions of Director Mackay, who became a director in 2020 and has until 2025 to meet this requirement, and Director Harris, who became a director in 2024 and has until 2029 to meet this requirement.
For purposes of meeting the Company’s stock ownership requirements applicable to directors, the following forms of Company equity ownership are included:
[MISSING IMAGE: ic_tickmark-pn.jpg]
Stock beneficially owned, directly or indirectly (as defined in Rule 13d-3 under the Securities Act of 1933, as amended (the “Securities Act”)), including any stock awarded under the Company’s director compensation program and stock units deferred under the Company’s Directors Deferred Compensation Plan; and
​
[MISSING IMAGE: ic_tickmark-pn.jpg]
Stock held in the Company’s Dividend Reinvestment and Stock Purchase Plan and in any qualified individual account benefit plan.
​
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

34    Ameren Corporation2018 Proxy Statement

  ITEMS YOU MAY VOTE ON  

interest, other than: (1) transactions where the rates are competitively bid and the lowest bid is accepted, or transactions involving the rendering of services as a common or contract carrier, or regulated public utility services transactions;transactions at rates fixed in conformity with law or governmental authority; (2) transactions involving trustee typetrustee-type services; (3) transactions in which the Related Person’s interest arises solely from ownership of Company equity securities and all equity security holders received the same benefit on a pro rata basis; (4) an employment relationship or transaction involving an executive officer and any related compensation

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Corporate Governance
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

A “Related Person” is defined as (1) each director, director nominee and executive officer of the Company, (2) any person who is known by the Company (or any subsidiary of the Company) to be the beneficial owner of more than five percent of any class of the Company’s 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 hasthe other Related Persons have a ten percent or greater beneficial interest.

“Immediate family member” is defined as any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner of the Company, and any person (other than domestic employees) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner.

The Office of the Corporate 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 topre-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 Principlescode of Business Conductethics 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 thepre-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 2017.

Policy Regarding Communications2023.

Director Compensation
The following table sets forth the compensation paid to members of the Board of Directors

The for fiscal year 2023, other than reimbursement for travel expenses related to their service on the Board of Directors has adopted a policyand its committees. Mr. Lyons’ 2023 compensation is set forth under “Compensation Discussion and Analysis — Compensation Tables and Narrative Disclosures.”

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2023 DIRECTOR COMPENSATION TABLE
Name​​
Fees
Earned or
Paid in
Cash(1)
($)
​​
Stock
Awards(2)
($)
​​
Non-Equity
Incentive Plan 
Compensation(3)
($)
​​
Change In Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(4)
($)
​​
All Other
Compensation(5)
($)
​​Total
($)		​
Warner L. Baxter​​​​1,029,171​​​​​—​​​​​1,000,000​​​​​856,874​​​​​145,190​​​​​3,031,235​​
Cynthia J. Brinkley​​​​137,778​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​287,857​​
Catherine S. Brune​​​​145,000​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​295,079​​
J. Edward Coleman​​​​145,000​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​295,079​​
Ward H. Dickson​​​​145,000​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​295,079​​
Noelle K. Eder​​​​138,334​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​288,413​​
Ellen M. Fitzsimmons​​​​125,000​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​275,079​​
Rafael Flores​​​​137,778​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​287,857​​
Richard J. Harshman​​​​162,222​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​312,301​​
Craig S. Ivey​​​​125,000​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​275,079​​
James C. Johnson​​​​132,222​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​282,301​​
Steven H. Lipstein​​​​125,000​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​275,079​​
Leo S. Mackay, Jr.​​​​125,000​​​​​150,079​​​​​—​​​​​—​​​​​—​​​​​275,079​​
​
(1)
For non-management directors, represents the cash retainer and fees for shareholders and other interested persons to send communications toservice on the Board. Shareholders and other interested persons who desire to communicate with the Company’s directors or a particular director may write to: Ameren Corporation Board of Directors c/o Headand its committees, including amounts deferred pursuant to the Director Deferred Compensation Plan (as defined and described in more detail below). For Mr. Baxter, includes base salary for his service as Executive Chairman during 2023 and payout of

Ameren Corporation2018 Proxy Statement    35

accrued but unused vacation.

  ITEMS YOU MAY VOTE ON  

Investor Relations, 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​

(2)
Except for Mr. Baxter, includes annual grants of the number ofimmediately vested 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 communicationcommon stock valued at approximately $150,000 were awarded to the Lead Director or thenon-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 ande-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 allnon-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 Corporate 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 Auditnon-management directors on January 3, 2023. Certain of such shares of Company common stock were deferred as deferred Stock Units (as defined and Risk Committee, Human Resources Committee, Nominatingdescribed in more detail below). As of December 31, 2023, Director Brinkley had 3,548 deferred Stock Units, Director Coleman had 18,076 deferred Stock Units, Director Dickson had 10,140 deferred Stock Units, Director Eder had 10,140 deferred Stock Units, Director Flores had 12,505 deferred Stock Units, Director Harshman had 5,571 deferred Stock Units, Director Ivey had 10,140 deferred Stock Units, Director Johnson had 24,692 deferred Stock Units, and Corporate Governance Committee, NuclearDirector Mackay had 5,571 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). Mr. Baxter did not receive any stock awards in 2023.

​
(3)
For Mr. Baxter, includes amounts paid in 2024 under the Company’s 2023 Short-Term Incentive Plan with respect to service in 2023 as Executive Chairman (see “Compensation Discussion and Operations Committee and Finance CommitteeAnalysis — Short-Term Incentive Compensation” below for additional information on the Company’s 2023 Short-Term Incentive Plan).
​
(4)
Ameren does not have a pension plan for non-management directors. Except for Mr. Baxter, there were no above-market or preferential earnings on deferred compensation in 2023 (see “— Directors Deferred Compensation Plan Participation” below). Amounts shown for Mr. Baxter are the sum of (1) the increase (if any) in the actuarial present value of his accumulated benefit under all defined benefit pension plans (including the SRP) from December 31 of the Board conducts an annual evaluationprior fiscal year to December 31 of its performance. After reviewing the Board evaluations, the Lead Director discusses the Board’s effectiveness with each director individually. The Lead Director reports on the Board 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 performanceapplicable fiscal year and (2) if necessary, a director’s performancethe above-market portion of interest determined in accordance with SEC disclosure rules as it relatesthe difference between the interest credited at the rate in the Company’s deferred compensation plan and interest that would be credited at 120 percent of the AFR published by the Internal Revenue Service (“IRS”) and calculated as of December 2022, for the year ended December 31, 2023. The table below shows the allocation of these amounts for Mr. Baxter. For 2023, the applicable interest rate for the deferred compensation plan was 5.90 percent for amounts deferred prior to January 1, 2010 and 5.22 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 5.22 percent published by the IRS and calculated as of December 2022.
​
Name​​Pension Plan
Increase
($)		​​Deferred Compensation
Plan Above-Market
Interest
($)		​
Baxter​​​​844,133​​​​​12,741​​
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(5)
For Mr. Baxter, the amount reflects required employer contributions allocated by the Company pursuant to the overall effectivenessCompany’s 401(k) savings plan, which is available to all eligible employees, and the cost of insurance premiums paid by the Board.

Company with respect to term life insurance, on which amount Mr. Baxter is responsible for paying income tax. 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 at2023, the Company’s next annual meeting401(k) employer contributions, including the 401(k) Restoration Benefit as described in “— NONQUALIFIED DEFERRED COMPENSATION — Executive Deferred Compensation Plan Participation” below, for Mr. Baxter were $115,959. In 2023, the Company’s cost of shareholders.

Shareholder Outreachinsurance premiums for Mr. Baxter was $17,533. Mr. Baxter’s amount also includes reimbursement for tax 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 have historically focused on its governance practices, executive compensation,financial planning services and environmental mattersticket and oversight. Shareholder feedback and suggestions that we receive are reported to the Nominating and Corporate Governance Committee, the Human Resources Committee, or the entire Board, as applicable, for consideration. Our recent engagement efforts have influenced our commitment to produce a climate risk report during the first quarter of 2019, the presentation of our director skills matrix in the proxy statement, and the terms of our proxy accessby-law, among other things.

36    Ameren Corporation2018 Proxy Statement

related event expenses.

  ITEMS YOU MAY VOTE ON  

DIRECTOR COMPENSATION

​

Role of Director Compensation Consultant

As noted above under “— CORPORATE GOVERNANCE — Human Resources Committee Governance Practices,” the

The Nominating and Corporate Governance Committee directly retains Meridian to advise it with respect to director compensation matters. During 2017,2023, 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”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 fornon-management directors is reviewed on an annual basis by the Nominating and Corporate Governance Committee with a view to provide a pay program that compensatesnon-management directors atbased on the median of the market. For 2017,compensation opportunities provided by similar utility industry companies. During 2023, this review, in consultation with itsthe Nominating and Corporate Governance Committee’s independent director compensation independent consultant, included an evaluation of a comparative peer group of companies that was identical to the 2016 PSUP2023 TSR peer group (as discussed under “— COMPENSATION DISCUSSIONAND ANALYSISCompensation Discussion and Analysis — Long-Term Incentives: Performance Share Unit Program (“PSUP”) TSR Peer Group” in the proxy statement prepared in connection with the Company’s 2017 annual meeting of shareholders)below) to determine the overall competitiveness of pay and prevalence of program features of Ameren’s director compensation program.

The Based on the Nominating and Corporate Governance Committee’s review, the Board of Directors determined that no changes were needed to the program for 2024.

The 2024 non-management director compensation program consists of Ameren has approved the following compensation program for each director who is not an employee of the Company:

cash and stock-based compensation:
​

Annual Cash Retainer

​​
•
$90,000, paid monthly125,000
​
​

Equity Compensation

​		Additional Cash Retainer for Committee Chairs​​
•
$20,000
​
​

​

Additional Cash Retainer for Lead Director​​
•
$30,000
​
​
​Equity Compensation​​​​
​
•
Annual Grant (on or about January 1)

​
​

​

•  $120,000
$150,000 of Common Stock

common stock
​
​

​

•
Upon Initial Election to the Board

​
​

​

•  $120,000
$150,000 of Common Stock

common stock (pro-rated for portion of the calendar year for which a new director serves; paid in lieu of Annual Grant for directors who commence service on January 1)
​
​

Committee Retainers

​		ChairMembers

•  Audit and Risk Committee

•  $20,000

•  $12,500

•  Nuclear and Operations Committee

•  $20,000

•  $12,500

•  Human Resources Committee

•  $15,000

•  $10,000

•  Nominating and Corporate Governance Committee

•  $12,500

•  $  7,500

•  Finance Committee

•  $12,500

•  $  7,500

Additional Cash Retainer for Lead Director

$25,000

Other Benefits

​

​

•
Reimbursement of customary and usual travel expenses

related to Board and committee service

​
•
Eligibility to participate in a nonqualified deferred compensation program as described below

​
​

Directors who are employees of the Company do not receive compensation for their services as a director.

Ameren Corporation2018 Proxy Statement    37

  ITEMS YOU MAY VOTE ON  

The following table sets forth the compensation paid tonon-management directors for fiscal year 2017, other than reimbursement for travel expenses.

2017 DIRECTOR COMPENSATION TABLE

  Name  Fees
Earned or
Paid in
Cash(1)
($)		   Stock
Awards(2)
($)		   Option
Awards(3)
($)		   Non-Equity
Incentive Plan
Compensation(3)
($)		   Change In Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(4)
($)		   All Other
Compensation
($)		   Total
($)		 

Brune

   106,668    105,022    –    –    –    –    211,690 

Coleman

   111,672    105,022    –    –    –    –    216,694 

Fitzsimmons

   111,672    105,022    –    –    –    –    216,694 

Flores

   106,668    105,022    –    –    –    –    211,690 

Galvin

   139,164    105,022    –    –    6,317    –    250,503 

Harshman

   116,664    105,022    –    –    –    –    221,686 

Jackson

   106,668    105,022    –    –    –    –    211,690 

Johnson

   112,504    105,022    –    –    –    –    217,526 

Lipstein

   104,160    105,022    –    –    –    –    209,182 

Wilson

   109,164    105,022    –    –    –    –    214,186 

(1)Represents the cash retainer and fees for service on the Board of Directors and its committees and meeting attendance. In addition to the amounts reflected above, on December 29, 2017, directors received their cash retainer payment for the January 2018 service period.

(2)Annual grants of immediately vested shares of the Company’s Common Stock equaling approximately $105,000 were awarded to Directors Brune, Coleman, Fitzsimmons, Flores, Galvin, Harshman, Jackson, Johnson, Lipstein and Wilson on January 3, 2017. As of December 31, 2017, Director Galvin had an aggregate of 25,658 deferred Stock Units (as defined below), Director Coleman had 4,660 deferred Stock Units, Director Flores had 4,660 deferred Stock Units, and Director Johnson had 10,259 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)No stock option awards or payouts undernon-equity incentive plans were received by anynon-management director in 2017.

(4)Ameren does not have a pension plan fornon-management directors. The amount in this column consists solely of the above market earnings on cash compensation deferred with respect to plan years beginning on or prior to January 1, 2010 for deferrals made prior to January 1, 2010 (see “- Directors Deferred Compensation Plan Participation” below). 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.

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”), offersnon-management directors the option to defer all or part of their annual cash retainers, meeting fees and Company Common Stockcommon stock share awards as described below. The deferred compensation plan available to directors prior to 2009 permittednon-management directors to defer only annual cash retainersIn 2023, each of Directors Eder and meeting fees. In 2017, Director GalvinIvey elected to defer all of his or her annual cash retainers. Each of Directors Brinkley, Coleman, Flores, GalvinDickson, Eder, Harshman, Ivey, Johnson and JohnsonMackay elected to defer all of his 2017or
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her 2023 stock award under the Directors Deferred Compensation Plan.

There are no above-market or preferential earnings on compensation deferred with respect to deferrals made by any of our non-management directors.

All deferrals of Company Common Stockcommon stock awards pursuant to the Directors Deferred Compensation Plan are converted to “Stock Units,” representing each share of Company Common Stockcommon stock awarded to and deferred by the participant. Stock Units are not considered actual shares of Company Common Stock,common stock, and participants have no rights as an Ameren shareholder with respect to any Stock Units until shares of Company Common Stockcommon 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 and the 2014 Plan, as applicable.2022 Plan. The price used for converting dividend equivalents to additional Stock Units is the

38    Ameren Corporation2018 Proxy Statement

  ITEMS YOU MAY VOTE ON  

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 Stockcommon 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 Stockcommon 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.

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 YearDeferral DateRate

Plan Years beginning prior to January 1, 2010

Deferrals prior to January 1, 2010150 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 2017 such interest crediting rate was 5.49 percent

Plan Years beginning on or after January 1, 2010

Deferrals on and after January 1, 2010120 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 2017 such interest crediting rate was 2.72 percent

After the participant director retires or dies, the deferred amounts (and interest attributable thereto) accrue interest as follows:

Table B
  Calculation for Plan YearDeferral DateRate

Plan Years beginning prior to January 1, 2010

Deferrals prior to January 1, 2010Average 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 2017 such interest crediting rate was 3.66 percent

Plan Years beginning on or after January 1, 2010

Deferrals on and after January 1, 2010Directors Deferred Plan Interest Rate — for 2017 such interest crediting rate was 2.72 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

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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 ofas soon as administratively practicable after 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 “EXECUTIVE COMPENSATION“— Compensation Tables and Narrative Disclosures — OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS”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 daysas soon as administratively practicable 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 Stockcommon stock based upon the closing price on the NYSE or NASDAQ on the last trading day prior to the Change of Control.

Director Stock Ownership Requirement

Since 2007,

​2024 Proxy Statement​​51​
TABLE OF CONTENTS​​
Executive Compensation Matters
​
ITEM 2​
Advisory Approval of Executive Compensation (Say-on-Pay)
•
The Company is asking shareholders to approve, on an advisory basis, the Company has had a stock ownership requirement applicable to allcompensation of itsnon-management directors. Under this requirement, as set forththe executives named in the Company’s Corporate Governance Guidelines, within2023 Summary Compensation Table in this proxy statement (the “Named Executive Officers”, or “NEOs”).
​
•
For more information about the later of five years ofNEOs’ compensation, please see the January 1, 2007 effective date or within five years after initial election to the Board, allnon-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 anon-management director does not satisfy the stock ownership requirement, such director must retain at least 50 percent of theafter-tax shares acquired by such director subsequent to January 1, 2012 under Ameren’s equity compensation programs until the stock ownership requirement is satisfied.

Allnon-management directors currently satisfy the stock ownership requirement, with the exception of Director Ivey, who became a director in 2018 and has until 2023 to meet this requirement.

Executive Compensation discussion on pages 53ITEM (2): NON-BINDING ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

94.

​
​
[MISSING IMAGE: ic_checkmarkcircle-pn.gif]
​​
Board Recommendation for Advisory Approval of 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 anon-bindingan advisory vote to approve the compensation of the NEOs at the Annual Meeting. This proposal, commonly known as a“say-on-pay” “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 anon-bindingan 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 20172023 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 20172023 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 anon-bindingan advisory vote on this topic annually, with the next opportunity occurring in connection with the Company’s annual meeting in 2019.

Board Recommendation for Item 2

Your Board of Directors unanimously recommends a vote “FOR” theNon-Binding Advisory Approval

of the Compensation of the named executive officers disclosed in this proxy statement.

2025.

*    *    *    *    *

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ITEM (3): RATIFICATIONOFTHE APPOINTMENTOF PRICEWATERHOUSECOOPERS LLPAS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFORTHE FISCAL YEAR ENDING DECEMBER 31, 2018

The Company is asking its shareholders to ratify the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. PwC was appointed by the Audit and Risk Committee. The members of the Audit and Risk Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders.

Although ratification by the shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this appointment by the shareholders. In the event the shareholders fail to ratify the appointment, the Audit and Risk Committee will consider this factor when making any determination regarding PwC. Even if the selection is ratified, the Audit and Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Board Recommendation for Item 3

Your Board of Directors unanimously recommends a vote “FOR” the Ratification of the Appointment of PWC as Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2018.

*    *    *    *    *

ITEM (4): SHAREHOLDER PROPOSAL REGARDINGA REPORTON COAL COMBUSTION RESIDUALS

School Sisters of Notre Dame, Central Pacific Province, 320 East Ripa Avenue, St. Louis, Missouri 63125, owner of 100 shares of Common Stock; As You Sow on behalf of Andrew Behar, Kalpana Raina, and Robert M. Hogg, 1611 Telegraph Ave, Suite 1450, Oakland, California 94612, owners of 100, 96 and 103 shares of Common Stock, respectively; and Sisters of Charity of the Blessed Virgin Mary, 110 Michigan Avenue NE,F-34, Washington, D.C. 20017, owner of 100 shares of Common Stock; and Sisters of St. Joseph of Carondelet, St. Louis Province, 6400 Minnesota Avenue, St. Louis, Missouri 63111, owner of 100 shares of Common Stock, notified the Company of their intention to present the following proposal for consideration and action at the Annual Meeting. The Company is not responsible for the accuracy or content of the proposal and supporting statement presented below which, following SEC rules, are reproduced as received from the proponents.

The Board of Directors opposes the proposal for the reasons stated after the proposal.

REPORT ON COAL COMBUSTION RESIDUAL and WATER IMPACTS

The World Economic Forum2015 Global Risk Reportranked water as the top societal risk facing the world in terms of potential economic impact.(1) The Human Right to Water, formally recognized by the United Nations in 2010, clarifies that it is the responsibility of companies to ensure their operations to not infringe upon the right of individuals to sufficient,safe, acceptable, accessible and affordable water. This human right is further buttressed by the UN’s Sustainable Development Goal 6, which includes a target for improving water quality by reducing pollution and minimizing the discharge of hazardous chemicals and materials.(2)

Coal combustion residual (CCR) waste is aby-product of burning coal and contains arsenic, mercury, lead and other heavy metals and toxins.

In October 2015, the EPA CCR Rule became effective, setting minimum federal standards for CCR disposal. While Ameren has thus far filed the minimum information required by the CCR Rule, significant questions remain regarding risks posed by its numerous ash ponds along the Mississippi and Missouri Rivers. In 2017, 46.47% of shareholders supported a resolution requesting a report on Ameren’s efforts to identify and reduce environmental and health hazards associated with water discharge Practice and Policy. Ameren has responded with only general information regarding the risks associated with its coal ash disposal practices.

Ameren plans to leave coal ash in its ash ponds when it closes them, unlike other utilities in Missouri and elsewhere, even where the ponds were dug deep into groundwater; ash can readily contaminate groundwater and surface water indefinitely.

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Where Ameren already knows of groundwater contamination caused by its ash ponds, there is no indication that it has taken steps to clean up existing contamination or provided meaningful estimates of future cleanup costs.

Ameren has submitted but not received third-party Verification for theCDP Water 2017report:

Ameren’s primary coal source is the Powder River Basin; Ameren continues to claim that PRB is not a water stressed area despite reports by World Business Council of Sustainable Development and others.

Despite its claims that “our facilities are located in an area of ample water supply,” Ameren admits that if facilities would need to close due to lack of water availability, the financial impact would be ‘medium-high.’

•​Ameren has reportedno data on waterquality, pollution in discharges, or thermal impacts.Corporation​

RESOLVED: Shareholders request that the Board prepare a complete report on the company’s efforts, above and beyond current compliance, to identify and reduce environmental and health hazards associated with past, present and future handling of coal combustion residuals, and how those efforts may reduce legal, reputational and financial risks to the company. This report should be available to shareholders within 6 months of the 2018 annual meeting, be prepared at reasonable cost, and omit confidential information such as proprietary data or legal strategy.

(1)“Insight Report, Global Risks, 2015: 10th Edition.”WEF

(2)UNSDG 6.3

Your Board of Directors unanimously recommends a vote “AGAINST” Item (4).

Summary Board Recommendation

Following receipt of the proposal, management met telephonically with representatives of the proponents to better understand their concerns and to discuss the requested report. The Board has carefully considered the proposal and unanimously recommends that you vote “AGAINST” the proposal. The Board believes that the requested report is not necessary nor would it be a prudent use of shareholder resources because the Company’s disclosure effectively addresses the proponents’ proposal. This disclosure provides shareholders with extensive information on the Company’s compliance plans concerning coal combustion residuals (“CCRs”), as well as the material risks and expected costs associated with CCR disposal. In addition, our disclosure includes detailed information regarding our compliance with the EPA’s final rule for the disposal of CCRs (“EPA CCR Rule”), including Ameren’s plan to close the ash ponds at each of its coal-fired energy centers used to store CCRs by 2023, as well as to convert to dry ash handling and to either recycle ash or utilize landfill storage at each of its coal-fired energy centers that is expected to continue to operate beyond 2022.Moreover, as noted in the discussion below, a number of assertions in the proponents’ supporting statement are not accurate.

CCR Management

Overview

As part of our commitment to sustainability, Ameren prioritizes environmental stewardship along with our responsibilities to customers and communities,co-workers, and shareholders. Our environmental stewardship includes the preservation of clean water through the safe and responsible handling of CCRs. Our generation facilities are located in an area of ample water supply, and water availability within our service territory has not been a significant risk to our ability to operate these facilities. Ameren takes into consideration the impact of our operations on both water quality and use. And we assess the risk of future water availability, including risks related to climate change or regulatory conditions, as part of our comprehensive enterprise risk management process that is designed to identify, assess and monitor all risks to the achievement of our strategy and objectives.

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We believe that our existing compliance plan for CCR management is effectively addressing the proponents’ concerns by mitigating the legal, reputational and financial risks to the Company and its shareholders. As discussed further below, Ameren is complying with applicable regulations for the management of CCRs in a safe, timely and responsible manner. We plan to close each of our ash ponds used to store CCRs by 2023 in accordance withEPA-approved methods. We also plan to convert to dry ash handling at each of our coal-fired energy centers that is expected to operate beyond 2022. The closures are expected to reduce the Company’s water usage by approximately 11 billion gallons per year, which will further mitigate risks relating to water quality and availability in Ameren Missouri’s service territory. And analysis by a third-party toxicologist of groundwater and surface water monitoring data, which is available on our website, has demonstrated that the CCR storage facilities at Ameren Missouri’s coal-fired energy centers do not pose an adverse risk to public health or the environment. We believe the costs associated with our compliance plan to be prudent and therefore expect substantially all of these costs to be recoverable through rates to customers. The proposal, on the other hand, requests the Company to identify efforts “above and beyond” current compliance, which would require the Company to speculate as to the implementation of alternative measures it believes to be unnecessary. We do not believe such measures or a report thereon would be consistent with our commitments to sustainability and long-term shareholder value.

Compliance with Applicable Regulations

The EPA CCR Rule establishes national standards for the management of CCRs as solid andnon-hazardous material. The EPA CCR Rule includes provisions for groundwater monitoring, data collection, technical analysis and public disclosure of results for CCR storage facilities. While the EPA recently announced that it is reconsidering certain aspects of the rule, Ameren is nevertheless proceeding with its plans to close all of its ash ponds by 2023 in accordance with the rule. The proponents incorrectly assert that Ameren’s plans to close ash pondsin-place are “unlike [those of] other utilities in Missouri and elsewhere.” Other utilities, including those in Missouri, have also elected theclosure-in-place method. The EPA has determined thatclosure-in-place and closure by removing ash to dry landfills can be equally appropriate and that the method selected will depend on the site-specific conditions. We believe that Ameren’s closure plans will ensure safe and effective compliance with applicable CCR regulations and will be protective of the public and the environment.

In connection with the closures of its ash ponds, Ameren Missouri will convert to dry ash handling at its Labadie, Rush Island and Sioux energy centers, while the Meramec energy center is scheduled to be retired in 2022. Construction of these projects is approximately 33% complete based on capital expenditures. Ameren Missouri hasstate-of-the-art dry ash landfills at its Sioux and Labadie energy centers. The EPA CCR Rule also allows Ameren Missouri to continue to recycle CCRs. In 2017, Ameren Missouri recycled approximately 55% of its total ash production into applications such as cement production or concrete. Ameren Missouri expects to recycle approximately 65% of its total ash production in 2018, with higher targets in future years following the conversions to dry ash handling and completion of the ash pond closures.

In 2016, Ameren Missouri implemented a groundwater quality monitoring program that collected data at each of its coal-fired energy centers through the fourth quarter of 2017. The data were reported on our website at www.ameren.com/environment/managing-CCRs in February 2018. Ameren Missouri has also sampled adjacent surface water bodies. Analysis of groundwater and surface water data performed by a third-party toxicologist confirms that CCR storage facilities at Ameren Missouri’s energy centers are well below all legal limits and do not pose an adverse risk to public health or the environment. The results of such analysis are available on our website and will be used as part of technical studies submitted to the Missouri Department of Natural Resources (“MDNR”).

The MDNR is in the process of developing solid waste regulations that, as contemplated by the Water Infrastructure Improvements for the Nation Act of 2016, will operate in lieu of the EPA CCR Rule, subject to EPA approval. To receive EPA approval, state CCR rules must be as protective as the EPA CCR Rule. The MDNR’s rulemaking process has included public forums and the public posting of all draft rules, public comments and regulatory revisions. The Company, environmental groups, and other stakeholders have been active participants in that process. To date, the proponents have not participated in that process. The MDNR’s draft rules contemplate that the owner and operator of CCR facilities will perform risk-based assessments and

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that the MDNR will approve all closure and post-closure monitoring plans and corrective action measures. The public will have the opportunity to comment on all corrective measure plans. Further, the inspection requirements, structural integrity analysis, and groundwater monitoring assessments required by the EPA CCR Rule are incorporated into the draft state rules, and all resulting technical reports are publicly available.

Cost Estimates

We have provided estimated costs relating to CCR management in our SEC filings, including our Annual Report on Form10-K for the year ended December 31, 2017 (“2017 Form10-K”). As discussed in the 2017 Form10-K, as a result of the EPA CCR Rule requirements, we recorded an increase in the asset retirement obligations associated with CCR storage facilities in 2016 to reflect our plans to close all of our ash pond storage facilities between 2018 and 2023. Our 2017 Form10-K also includes our estimated capital expenditures related to environmental compliance of $325 million to $425 million between 2018 and 2022, which includes an estimated $300 million to $350 million related to the ash pond closures and conversion to dry ash handling at Ameren Missouri’s Labadie, Rush Island and Sioux energy centers, as well as the expected cost of compliance with other environmental mitigation expenditures in connection with regulations under the Clean Water Act. The 2017 Form10-K also reflects a $150 million asset retirement obligation that Ameren has recorded related to CCR storage facilities that reflect the EPA CCR Rule. We expect substantially all of the foregoing costs will be recoverable in customer rates, subject to Missouri Public Service Commission prudency review, although the nature and timing of costs and their recovery could result in regulatory lag.

Ameren’s Public Disclosure Regarding CCRs

Through our website and in our other public filings, we provide a substantial amount of information relating to our strong commitment to handling CCRs responsibly and assessing the potential legal, reputational and financial risks to the Company related to such efforts. Management and the Board believe that the information presented on our website, including in Ameren Missouri’s 2017 Integrated Resource Plan (“2017 IRP”), our responses to the 2017 Carbon Disclosure Project (“CDP”) Water Report, and our 2017 Corporate Social Responsibility report (“2017 CSR”), together with information in our filings with the SEC and other agencies provides shareholders with extensive disclosure of our actions to identify and manage the potential risks of CCRs. We have summarized below the information presented in these resources and have specifically addressed assertions in the proponents’ supporting statement that are incorrect.

CCR Storage Facility and Groundwater Quality Data

For each Ameren Missouri CCR storage facility subject to the EPA CCR Rule, we have posted the most recent annual inspection report, a structural integrity assessment, and closure and post-closure plans. These reports include details regarding Ameren Missouri’s plans to safely and responsibly comply with the EPA CCR Rule and are available at www.ameren.com/environment/managing-CCRs.

Contrary to the assertions in the proposal’s supporting statement, we have provided detailed information on groundwater quality at Ameren Missouri’s coal-fired energy centers that are subject to the EPA CCR Rule, which is available on our website at www.ameren.com/environment/managing-CCRs. This information includes:

Results of the 2016-2017 groundwater monitoring at each of Ameren Missouri’s coal-fired energy centers pursuant to the EPA CCR Rule, published in February 2018; and

Laboratory reports and analysis prepared by an independent third-party toxicologist with respect to groundwater quality at Rush Island (2014 and 2018), Labadie (2012, 2014 and 2018), Sioux (2018), and Meramec (2018), in each case indicating no adverse impacts on human health for either surface water or groundwater as a result of coal ash management practices at the applicable energy center. To be confirmed pending final reports.

2017 IRP

Ameren Missouri’s 2017 IRP isa 20-year plan that describes its preferred approach to meeting customers’ projected long-term energy needs in a cost-effective fashion that maintains system reliability as

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Ameren Missouri moves to cleaner and more diverse sources of energy. The 2017 IRP includes plans to add up to 700MW of wind generation by 2020 and up to 100MW of solar generation by 2027. Ameren Missouri files an updated integrated resource plan every three years with the Missouri Public Service Commission. The 2017 IRP is available on our website atwww.ameren.com/missouri/environment/renewables/ameren-missouri-irp.

The EPA CCR Rule is included among the assumptions underlying the20-year resource plan. Specifically, Chapter 5 — Environmental Compliance of the 2017 IRP discusses the status and requirements of the EPA CCR Rule and its implementation, as well as Ameren Missouri’s initiatives for CCR management at each of its coal-fired energy centers. It also includes estimated capital expenditures and operations and maintenance costs for all of Ameren Missouri’s environmental mitigation activities, including the projected costs for each facility in connection with the ash pond closures, dry ash conversion facilities, and installation of groundwater monitoring systems. These costs are reflected in the generation resource plan presented in the 2017 IRP.

2017 CDP Water Report

Our 2017 CDP Water Report is also available on our website at www.ameren.com/sustainability/carbon-disclosure-project. The CDP is an international organization that provides a global system for companies to disclose information on a number of environmental issues, including water scarcity and security. To monitor and disclose the water-related impacts of its operations, we have completed an annual questionnaire from the CDP since 2008, most recently in 2017.

Our 2017 CDP Water Report provides information on capital expenditures associated with dry ash handling and the impact of regulatory requirements on water use. It also details key water-related risks and our strategy and processes for managing such risks.

2017 CSR

The 2017 CSR, available at www.amerencsr.com, also provides substantial information regarding our environmental compliance relating to CCR handling. Contrary to the proponents’ assertion, this includes data regarding thermal impacts at each of our coal-fired energy centers, as well as water usage data. The 2017 CSR also discusses current practices for coal ash management and plans for conversion to dry ash handling and storage under the EPA CCR Rule; details regarding the reuse of ash and fly ash; and information regarding thestate-of-the-art solid waste management facility at our Labadie energy center, which will provide long-term or permanent storage of CCRs. In addition, the 2017 CSR discusses our efforts to manage our water supply and to conserve water through the various design features of our facilities.

SEC Filings

As discussed above, our 2017 Form10-K and other filings with the SEC (available at www.sec.gov and under the Financial Info section of our website at www.amereninvestors.com) include discussion of the material risks and estimated costs associated with our CCR management initiatives.

Conclusion

We have a history of safe operation of our CCR storage facilities and are responsibly addressing compliance with new regulations in a transparent manner. We have a prudent plan for the closure of our ash ponds and for the conversion to dry ash handling at our coal-fired energy centers that are expected to continue to operate beyond 2022. We provide extensive public reporting regarding our treatment and handling of CCRs, including the expected costs and risks associated therewith, through our website and various regulatory filings. Through our enterprise risk management program, we regularly identify, assess and monitor the risks to the Company associated with CCR handling. Accordingly, the Board of Directors believes that the additional report requested in the proposal would result in an unnecessary and unproductive use of the Company’s resources.

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VOTE REQUIREDFOR APPROVAL

Under Missouri law, approval of the proposal requires the affirmative vote of a majority of the shares outstanding as of the record date and represented in person or by proxy at the Annual Meeting at which a quorum must be present. In addition, under Missouri law, an abstention from voting on this matter will be treated as “present” for quorum purposes and will have the same effect as a vote against this proposal.

Board Recommendation Against Proposal

In light of the foregoing, your Board of Directors unanimously recommends a vote “AGAINST” Item (4).

*    *    *    *    *

OTHER MATTERS

The Board of Directors does not know of any matter which may be presented at the Annual Meeting other than the election of Directors, thenon-binding advisory approval of the compensation of our NEOs disclosed in this proxy statement, the ratification of the appointment of PwC as independent registered public accounting firm, and the shareholder proposal set forth above. However, if any other matters should properly come before the meeting, it is the intention of the persons named in the enclosed proxy to vote thereon in accordance with their best judgment.

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SECURITY OWNERSHIP

SECURITY OWNERSHIPOF MORE THAN FIVE PERCENT SHAREHOLDERS

The following table contains information with respect to the ownership of Ameren Common Stock by each person known to the Company who is the beneficial owner of more than five percent of the outstanding Common Stock.

  Name and Address of Beneficial OwnerShares of Common Stock
Owned Beneficially at
December 31, 2017

    Percent of Common Stock    

Owned Beneficially at

December 31, 2017 (%)

The Vanguard Group, Inc.

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

26,628,905(1)10.97%

BlackRock, Inc.

55 East 52nd Street

New York, New York 10022

16,644,375(2)6.9%

State Street Corporation

State Street Financial Center

One Lincoln Street

Boston, Massachusetts 02111

12,493,263(3)5.15%

(1)The number of shares and percentage owned as of December 31, 2017 according to the Amendment No. 8 to Schedule 13G filed with the SEC on February 8, 2018. The Vanguard Group, Inc. (“Vanguard Group”) is an investment adviser in accordance with SEC Rule13d-1(b)(1)(ii)(E). The amendment to the Schedule 13G reports that Vanguard Group has sole voting power with respect to 375,128 shares of Common Stock, shared power with respect to 121,939 shares of Common Stock, sole dispositive power with respect to 26,179,514 shares of Common Stock and shared dispositive power with respect to 449,391 shares of Common Stock. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard Group, is the beneficial owner of 264,144 shares of Common Stock as a result of it serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard Group, is the beneficial owner of 294,321 shares of Common Stock as a result of its serving as investment manager of Australian investment offerings.

(2)The number of shares and percentage owned as of December 31, 2017 according to the Amendment No. 7 to Schedule 13G filed with the SEC on January 29, 2018. BlackRock, Inc. (“BlackRock”) is a parent holding company in accordance with SEC Rule13d-1(b)(1)(ii)(G). The amendment to the Schedule 13G reports that BlackRock is the beneficial owner of all 16,644,375 shares of Common Stock, has sole voting power with respect to 14,456,495 shares of Common Stock and sole dispositive power with respect to 16,644,375 shares of Common Stock.

(3)The number of shares and percentage owned as of December 31, 2017 according to the Schedule 13G filed with the SEC on February 13, 2018. State Street Corporation (“State Street”) is a parent holding company in accordance with SEC Rule13d-1(b)(1)(ii)(G). The Schedule 13G reports that State Street has shared voting power and shared dispositive power with respect to all 12,493,263 shares of Common Stock, and no sole voting power nor sole dispositive power with respect to any Common Stock.

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SECURITY OWNERSHIPOF DIRECTORSAND MANAGEMENT

The following table sets forth certain information known to the Company with respect to beneficial ownership of Ameren Common Stock and Stock Units as of March 9, 2018, for (i) each director and nominee for director of the Company, (ii) each individual serving as the Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer during 2017 and the three most highly compensated executive officers of the Company (and/or its subsidiaries) (other than individuals serving as the President and Chief Compensation Matters

Executive Officer and the Chief Financial Officer during 2017) who were serving as executive officers at the end of 2017, each as named in the Summary Compensation Table below (collectively, the “Named Executive Officers”), and (iii) all executive officers, directors and nominees for director as a group.

  Name

Number of Shares of

Common Stock

Beneficially  Owned(1)(2)

        Percent        

Owned(3)

Warner L. Baxter

237,987*

Catherine S. Brune

18,217*

J. Edward Coleman

9,380*

Ellen M. Fitzsimmons

31,588*

Rafael Flores

9,168*

Walter J. Galvin

64,703(4)*

Richard J. Harshman

15,296*

Craig S. Ivey

2,223*

Gayle P. W. Jackson

28,324*

James C. Johnson

37,397*

Steven H. Lipstein

27,081*

Martin J. Lyons, Jr.

116,104*

Richard J. Mark

87,241*

Michael L. Moehn

72,730*

Gregory L. Nelson

52,554*

Stephen R. Wilson

25,868*

All directors, nominees for director and executive officers as a group
(23 persons)

1,083,018*

*Less than one percent.

(1)Except as noted in footnote (2), this column lists voting securities. None of the named individuals held shares issuable within 60 days upon the exercise of stock options or the vesting of restricted stock units. Reported shares include those for which a director, nominee for director or executive officer has voting or investment power because of joint or fiduciary ownership of the shares or a relationship with the record owner, most commonly a spouse, even if such director, nominee for director or executive officer does not claim beneficial ownership.

(2)This column also includes ownership of 27,714 Stock Units held by Director Galvin, 12,315 Stock Units held by Director Johnson and 6,716 Stock Units held by Directors Coleman and Flores, each pursuant to the Directors Deferred Compensation Plan. See “ITEMS YOU MAY VOTE ON — DIRECTOR COMPENSATION —Directors Deferred Compensation Plan Participation.”

(3)For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 243,343,392 shares of Common Stock outstanding on March 9, 2018, and the number of shares of Common Stock that such person or group had the right to acquire on or within 60 days of March 9, 2018.

(4)Includes 36,989 shares of Common Stock owned by The Galvin Family Trust.

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Since 2003, the Company has had a policy which prohibits directors and executive officers from engaging in pledges of Company securities or short sales, margin accounts and hedging or derivative transactions with respect to Company securities. In addition, since 2013, the Company has had a policy which prohibits directors and employees of the Company and its subsidiaries from entering into any transaction which hedges (or offsets) any decrease in the value of Company equity securities that are (1) granted by the Company to the director or employee as part of compensation or (2) held, directly or indirectly, by the director or employee.

The address of all persons listed above is c/o Ameren Corporation, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

STOCK OWNERSHIP REQUIREMENTS

Stock Ownership Requirement for Directors

The stock ownership requirement applicable to directors is described above under “ITEMS YOU MAY VOTE ON — DIRECTOR COMPENSATION — Director Stock Ownership Requirement.”

Stock Ownership Requirement for Named Executive Officers and Members of the Senior Leadership Team

The stock ownership requirements applicable to the NEOs are described below under “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS —Common Stock Ownership Requirement.” The Company also has stock ownership requirements applicable to members of the Senior Leadership Team. These requirements are included in the Company’s Corporate Governance Guidelines which are available on the Company’s website or upon request to the Company, as described herein.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent of the Company’s Common Stock to file reports of their ownership in the equity securities of the Company and its subsidiaries and of changes in that ownership with the SEC. SEC regulations also require the Company to identify in this proxy statement any person subject to this requirement who failed to file any such report on a timely basis. To our knowledge, based solely on a review of the filed reports and written representations that no other reports are required, we believe that each of the Company’s directors and executive officers complied with all such filing requirements during 2017.

Ameren Corporation2018 Proxy Statement    49

  EXECUTIVE COMPENSATION  

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

Human Resources Committee Report
The Human Resources Committee (the “Committee”) of Ameren Corporation’s (the “Company”)the Board of Directors discharges the Board’s responsibilities relating to compensation of the Company’s executive officers and for all Company subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934.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 Company is responsible for the Compensation Discussion and Analysis and for the disclosure controls relating to executive compensation.

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:

Cynthia J. Brinkley, Chair
James C. Johnson Chairman


Richard J. Harshman


Steven H. Lipstein

Stephen R. Wilson

COMPENSATION DISCUSSIONAND ANALYSIS

Compensation Discussion and Analysis
Executive Overview
This Compensation Discussion and Analysis (“CD&A”) describes the compensation decisions made for 20172023 with respect to our NEOs. Our NEOs, which are listed in the following table and the Summary Compensation Table on page 68.

Named Executive Officers

table.
NAMED EXECUTIVE OFFICERS

Named Executive Officer

​

​

Title

​

Warner L. Baxter

Martin J. Lyons, Jr.		​

​

Chairman, President and Chief Executive Officer, Ameren

​

Martin J. Lyons, Jr.

Michael L. Moehn		​

​

Senior Executive Vice President and Chief Financial Officer, Ameren

​

Richard J. Mark

C. Birk		​

Chairman and President, Ameren Illinois

Michael L. Moehn

​

Chairman and President, Ameren Missouri

​

Gregory L. Nelson

Chonda J. Nwamu		​

Senior​

Executive Vice President, General Counsel and Secretary, Ameren

​
Leonard P. Singh​​Chairman and President, Ameren Illinois​

50    Ameren Corporation2018 Proxy Statement

​2024 Proxy Statement​​53

  EXECUTIVE COMPENSATION  

​

TABLE OF CONTENTSFiscal 2017
Executive Compensation Matters
2023 Company Business Highlights

Ameren’s strategic plan includes investing in, and operating its utilities in, a manner consistent with existing regulatory frameworks, enhancing those frameworks, and advocating for responsible energy and economic policies, as well as creating and capitalizing on opportunities for investment for the benefit of its customers and shareholders. Ameren remains focused on disciplined cost management and strategic capital allocation. Examples of

The successful execution of thisour strategy continued to drive strong results in 20172023. Key financial and operational highlights include the following:

The Company invested a total of $2.1Financial Highlights
​
•
Ameren earned $4.38 per diluted share on a GAAP basis, representing an approximately 6% increase over 2022 earnings, and $4.41 per diluted share on a weather-normalized (non-GAAP) basis in 2023.* The 2023 earnings reflected strong operating performance and the execution of the company’s strategy across all business segments.
​
•
Execution of our strategy has driven a strong compound annual earnings per diluted share growth rate from 2013, the year in which we completed the divestiture of our non-rate regulated merchant generation business, to 2023 of approximately 14.0 percent on a GAAP basis and 7.8 percent on a weather-normalized (non-GAAP) basis.*
​
•
Ameren shares provided a negative TSR of approximately 16 percent in 2023, including an approximately 7 percent increase in the quarterly dividend during the first quarter of 2023. The Board approved an additional approximately 6.3 percent increase in the dividend during the first quarter of 2024, the eleventh consecutive year that the dividend has increased. From December 31, 2013, to December 31, 2023, Ameren shares provided a positive TSR of approximately 173 percent, which meaningfully exceeded the TSR of the S&P 500 Utility and Philadelphia Utility indices (approximately 135 percent and 133 percent, respectively). Ameren’s TSR ranked twelfth among the TSR Peer Group (i.e., the 39th percentile) for the three-year performance period ended December 31, 2023.
​
•
Ameren invested approximately $3.6 billion in energy infrastructure in 2023 to better serve customers, which also drove strong rate base growth of approximately 9.3 percent, compared with 2022. For the five years ending December 31, 2023, we have invested approximately $16.1 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 10.7 percent over the same period. These investments have improved the safety and reliability of our electric and natural gas systems, improved the efficiency of our energy centers, are supporting our clean energy transition through development of additional renewable resources and grid modernization, and strengthened our cybersecurity posture while keeping a focus on affordability.
​
​
​
*
See Appendix A for GAAP to better serve customers.

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

The Company achieved meaningful improvements in worker safety and engagement, customer satisfaction, electric and gas system reliability and energy center performance.

Working with industry colleagues, Ameren successfully advocated for provisions in the federal Tax Cut and Jobs Act of 2017 that retain important tax benefits for both customers and shareholders.

DiversityInc recognized the Company as the top utility in the nation for diversity and inclusion again in 2017, the third consecutive year the Company has won this honor.

Ameren Missouri’s electric regulatory rate review before the Missouri Public Service Commission (“MPSC”) resulted in a constructive $92 million increase in annual base rates effective in April 2017. These new rates favorably impacted financial results and supported efforts to earn a fair return on infrastructure investments made for the benefit of customers.

Ameren Missouri filed its most recent integrated resource plan with the MPSC in September 2017. The preferred plan includes the addition of at least 700 megawatts of wind generation by 2020, representing a potential investment of approximately $1 billion, and 100 megawatts of solar generation by 2027 and is consistent with the requirements of Missouri’s Renewable Energy Standard and Ameren Missouri’s objective of transitioning its generation fleet to a cleaner, more diverse energy portfolio in a responsible fashion. Further, Ameren Missouri announced it is targeting substantial carbon emission reductions of 35 percent by 2030, 50 percent by 2040 and 80 percent by 2050 from the 2005 level.

Ameren earned $2.14 per diluted share on a GAAP basis and $2.83 per diluted share on a core(non-GAAP) basis in 2017. The 2017weather-normalized core earnings represented a strong 5.6 percent increase over 2016 GAAPreconciliation.
​
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Operational and core earnings of $2.68 per diluted share. Core results for 2017 excludednon-cash charges of 69 cents per diluted share reflecting the revaluation of deferred taxes as a result of changes in Illinois and federal income tax rates.*Regulatory Highlights

The Company’s Board of Directors expressed continued confidence in Ameren’s long-term outlook by increasing the quarterly dividend 4 percent in the fourth quarter of 2017, which was the fourth consecutive year the dividend was increased.

Ameren shares provided a total shareholder return of 16 percent, 42 percent and 133 percent for the one, three and five years ending December 31, 2017, respectively. These results exceeded the total shareholder returns of the S&P 500 Utility and Philadelphia Utility indices for each of these periods.

*​See Appendix A
•
In June 2023, the MoPSC issued an order approving a nonunanimous stipulation and agreement in Ameren Missouri’s 2022 electric service regulatory rate review. The order resulted in an increase of $140 million to Ameren Missouri’s annual revenue requirement for GAAPelectric retail service.
​
•
In September 2023, Ameren Missouri filed its 2023 Integrated Resource Plan. The IRP includes the addition of significant renewable resource additions and the accelerated retirement of the Rush Island coal-fired energy center, which Ameren Missouri expects to retire in 2024. This plan continues to support our enterprise-wide net zero Scope 1 and 2 carbon emissions reduction target of net zero by 2045, along with interim targets of 60 percent by 2030 and 85 percent by 2040, based on 2005 levels.
​
•
Ameren Missouri received approval from the MoPSC for the acquisition of two new solar energy centers with a total capacity of 350 MW and sought MoPSC approval for the development of four additional solar energy centers with a total capacity of 550 MW. In March 2024, the MoPSC approved three of these additional projects, representing a total capacity of 400 MW, and provided conditional approval for the fourth, 150 MW project, subject to the project being fully subscribed under Ameren Missouri’s Renewable Solutions program for commercial customers. These projects are designed to support compliance with Missouri’s renewable energy standard as well as Ameren’s climate transition plan.
​
•
As part of MISO’s long-range transmission planning process to enhance reliability and enable the clean energy transition, Ameren Transmission commenced development of projects assigned by MISO that are estimated to cost approximately $1.8 billion. MISO also awarded Ameren two competitive projects with an estimated cost of approximately $100 million, and Ameren is continuing to pursue other projects for which it is well-positioned to compete.
​
•
Ameren Illinois sought approval of its multi-year electric distribution rate plan (“MYRP”) and multi-year grid plan. However, in December 2023, the Illinois Commerce Commission (“ICC”) issued an unfavorable order that rejected the grid plan, directed Ameren Illinois to submit a revised grid plan within three months, and, pending approval of the new grid plan, authorized an alternative methodology for 2024 through 2027 to establish a rate base and revenue requirement that differed from the MYRP that Ameren Illinois had proposed. Ameren Illinois filed a petition for rehearing with the ICC in January 2024, which the ICC partially denied. In February 2024, Ameren Illinois filed a request in the rehearing proceeding that included proposed updated revenue requirements for 2024 through 2027, and in March 2024, Ameren Illinois filed its revised grid plan with the ICC. An ICC decision in the rehearing is expected by late June 2024, and rates reflecting the revised grid plan are expected to be effective January 1, 2025. Also in January 2024, Ameren Illinois filed an appeal of the December 2023 ICC order and the partial denial of Ameren Illinois’ request for rehearing to the Illinois Appellate Court for the Fifth Judicial District. The court is under no deadline to address the appeal. Ameren Illinois cannot predict the ultimate outcome of the revised grid plan filing, its request to update the associated MYRP revenue requirements for 2024 through 2027, the rehearing proceeding, or the appeal.
​
•
We actively advocated with key stakeholders in both Illinois and Missouri to support right of first refusal, or ROFR, legislation that would support the timely and cost-effective construction of the MISO Long Range Transmission Planning projects and other needed transmission investments.
​
•
We continued to take meaningful actions to support our commitment to our core earnings reconciliation.value of diversity, equity and inclusion, including:
​
​
​
—
Expanding the Community Voices Advisory Board through a new chapter in Mid-Missouri; the Community Voices Advisory Board is a diverse group of community leaders selected to share community perspectives on relevant utility issues. Together with the annual Ameren Missouri and Ameren Illinois Community Voices workshops, these initiatives serve as standing avenues for proactive engagement with diverse community stakeholders.
​
—
Hosting our fourth DE&I Leadership Summit for co-workers and community leaders, featuring local and national speakers.
​
—
We were again named by Fair360 (formerly known as DiversityInc) as the nation’s Top Utility for DE&I in 2023, as well as among the top companies for Black executives, veterans and environmental, social and governance matters. In addition, we were again named a Best Place to Work for LGBTQ Equality by the Human Rights Campaign and a Best Place to Work for Disability Equality by the American Association of People with Disabilities and the Disability Equality Index.
​
•
We continued our robust energy efficiency and demand response programs in both Missouri and Illinois. In 2023, we provided approximately $210 million in funding for these programs, which give our customers the ability to reduce their energy usage and help reduce emissions.
​
​

​2024 Proxy Statement​​55​
TABLE OF CONTENTSFiscal 2017 Company
Executive Compensation Matters
2023 Executive Compensation Highlights

The Company’spay-for-performance program led to the following actual 20172023 compensation being earned:

2017•
2023 annual short-term incentive base awards based on EPS, safety and operational performance, customer-focused and customerdiversity, equity and inclusion measures were earned at 153.98115.1 percent of target; thistarget, in addition to the individual performance modification discussed below. This payout reflected strong financial and operational performance by the Company in 20172023 that was due, in part, to the successfulstrong execution of the Company’s strategy, as described on page 1; improved safety practices and enhancedincluding investing approximately $3.6 billion in capital projects, solid reliability of its operations for the benefit of customers, andstrong strategic capital allocation, and disciplined cost management.

​
•
Ameren Corporation2018 Proxy Statement    51

  EXECUTIVE COMPENSATION  

162.5 percent of the target three-year long-term incentive awards maderanked 12th in 2015 was earned based on our total shareholder return relativeRelative TSR compared to the defined utilityTSR peer group over the three-year measurement period (2015-2017) plus accrued dividends(2021-2023). Ameren’s TSR during the performance period was 5.8 percent, primarily driven by share price depreciation of approximately 11 percent.7.3 percent, which was offset by strong dividend growth over the period. Despite sustained execution of the Company’s strategy during the performance period, the Company’s Relative TSR performance was negatively impacted by a significant share price decline in the fourth quarter of 2023 following unfavorable regulatory outcomes in Ameren ranked fifth out of the17-member peer group.Illinois’ natural gas and multi-year electric distribution rate review and grid plan proceedings. The January 1, 20152021 PSU awards increaseddecreased in value from $46.13$78.06 per share on the grant date to $58.99$72.34 per share as of December 31, 2017.29, 2023. Based on this TSR performance, the PSU long-term incentive awards tied to Relative TSR that were granted in 2021 were earned at 78.0 percent of target.
​
•
The PSU long-term incentive awards tied to Clean Energy Transition that were granted in 2021 were earned at 55.6 percent of target based on the retirement of fossil-fired energy centers and the installation of renewable generation in an aggregate amount of 1,143 MW over the three-year measurement period (2021-2023). This strong performance was attributable toslightly above the successful executionthreshold level of 1,138 MW and reflected the retirement of the Company’s strategy thatMeramec coal-fired energy center in December 2022, the addition of the High Prairie and Atchison wind energy centers in Missouri, and the addition of eight solar projects in Missouri and Illinois. The Clean Energy Transition metric performance was negatively impacted by the cancellation of certain previously planned renewable energy projects due to stakeholder concerns relating to customer affordability, along with delays in obtaining regulatory approvals for alternative projects as a result of market supply issues in connection with the COVID pandemic and solar panel tariff investigations.
​
In addition, in November 2023, the Company awarded a special grant of performance-based RSUs to Mr. Moehn, as described in more detail below, which is delivering superiorintended to ensure leadership continuity, serve as a critical retention tool in a highly competitive environment for senior executives and further strengthen the alignment between compensation and long-term value to customerscreation for shareholders and shareholders.customers.

Guiding Objectives

Our objective for compensation of the NEOs is to provide a competitive total compensation program that is based on thesize-adjusted median of the compensation opportunities provided by similar utility companies, adjusted for our short- and long-term performance and the individual’s performance. The adjustment for our performance aligns the long-term interests of the NEOs with that of our shareholders to maximize shareholder value.

Our compensation philosophy and related governance features are executed by several specific policies and practices that are designed to align our executive compensation with long-term shareholder interests, including:

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​

​What we do:

​​​​​​​What we don’t do:​​
​​

✓      We develop

[MISSING IMAGE: ic_tickmark-pn.jpg]
Target pay opportunities atbased on a reasonable range around thesize-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.

✓      Our

​
[MISSING IMAGE: ic_tickmark-pn.jpg]
Maintain a short-term incentivesincentive program that is entirely performance-based with the primary focus on our EPS and additional focus on safety, operational, customer and customerDE&I metrics and individual performance.

✓      We design

​
[MISSING IMAGE: ic_tickmark-pn.jpg]
Design our long-term incentivesincentive program with the primary focus on our total shareholder returnTSR versus that of a utility peer group.

✓      We includegroup and with additional focus on our clean energy transition.

​
[MISSING IMAGE: ic_tickmark-pn.jpg]
Maintain a clawback policy for the recoupment of excess incentive compensation paid to executive officers in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws.
​
[MISSING IMAGE: ic_tickmark-pn.jpg]
Include in our short-term and long-term incentive awards additional “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 employeenon-solicitation provisions.

✓      We maintain

​
[MISSING IMAGE: ic_tickmark-pn.jpg]
Maintain stock ownership requirements for our Senior Leadership Team andnon-management directors.

✓      Weprovide

​
[MISSING IMAGE: ic_tickmark-pn.jpg]
Provide only limited perquisites, such as financial and tax planning.

✓      Ourplanning reimbursement.

​
[MISSING IMAGE: ic_tickmark-pn.jpg]
Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control cash severance and equity vesting are both fully “double-trigger.”

✓      An(ii) a qualifying termination of employment.

​
[MISSING IMAGE: ic_tickmark-pn.jpg]
Engage an independent compensation consultant is engaged by andwho reports directly to the Committee.

​
​

×We do not have​

​​​​​
[MISSING IMAGE: tm216176d1-icon_crossbw.jpg]
No employment agreements.

×Wedo not allow employees, officers

​
[MISSING IMAGE: tm216176d1-icon_crossbw.jpg]
No employee, officer or directorsdirector is permitted to hedge Ameren securities.

×Wedo not allow

​
[MISSING IMAGE: tm216176d1-icon_crossbw.jpg]
No executive officersofficer or directorsdirector is permitted to pledge Ameren securities.

×        Wedo not provide

​
[MISSING IMAGE: tm216176d1-icon_crossbw.jpg]
No tax“gross-up” “gross-up” payments on perquisites.

×Wedo not payperquisites (other than executive relocation expenses).

​
[MISSING IMAGE: tm216176d1-icon_crossbw.jpg]
No dividends or dividend equivalents paid on unearned incentive awards.

×Wehave never repriced

​
[MISSING IMAGE: tm216176d1-icon_crossbw.jpg]
No repricing or backdatedbackdating of equity-based compensation awards.

×Wedo not include the value of long-term incentive awards in our pension calculations.

×        Wedo not offer

​
[MISSING IMAGE: tm216176d1-icon_crossbw.jpg]
No excise tax“gross-up” “gross-up” payments except for officers who became participants in the Change of Control Severance Plan prior to October 1, 2009.

​
​​

52    Ameren Corporation2018 Proxy Statement

​2024 Proxy Statement​​57

  EXECUTIVE COMPENSATION  

​

TABLE OF CONTENTS
Executive Compensation Matters
Overview of Executive Compensation Program Components

To accomplish our compensation objective in 2017,

In 2023, our compensation program for the NEOs consisted of several compensation elements, each of which is discussed in more detail below. Although all compensation elements are totaled for comparisons to the Market Data (thesize-adjusted median of the compensation paid by similar utility industry peer companies), decisions with respect to one element of compensation (e.g., long-term incentives) tend not to influence decisions with respect to other elements of compensation (e.g., base salary). The following are the material elements of our 2017 compensation program for the NEOs:

Type​​Form​​Terms​
Fixed Pay​​Base Salary​​
•
Set annually by the Human Resources Committee based upon market data, executive performance and other factors.
​
​
Short-term incentives​​Cash Incentive Pay​​
•
Based upon the Company’s GAAP diluted EPS, safety performance, operational, customer and diversity measures with an individual performance modifier.
​
​
Long-term incentives​​Performance Share Units (“PSUs”)​​
•
60% of the value of the annual long-term incentive award is granted in the form of PSUs with a performance criteria of TSR compared to utility industry peers over a three-year performance period.
​
•
10% of the value of the annual long-term incentive award is granted in the form of PSUs with a performance criteria that measures renewable generation and energy storage additions, as well as coal-fired energy center retirements, over a three-year performance period, in MW (the “Clean Energy Transition” metric).
​
​
​Restricted Stock Units (“RSUs”)​​
•
30% of the value of the annual long-term incentive award is granted in the form of time-based RSUs. RSUs have a vesting period of approximately three years.
​
​
Other​​Retirement Benefits​​
•
Employee benefit plans available to all employees, including 401(k) savings and pension plans.
​
•
Supplemental retirement benefits that provide certain benefits not available due to tax limitations.
​
•
Deferred compensation program that provides the opportunity to defer part of base salary and short-term incentives, with earnings on the deferrals based on market rates.
​
​
​“Double-Trigger” Change of Control Protections​​
•
Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment.
​
​
​Limited Perquisites​​
•
Limited perquisites to the NEOs, such as financial and tax planning reimbursement.
​
​
base salary;

short-term incentives;

long-term incentives, specifically our Performance Share Unit Program;

retirement benefits;

limited perquisites; and

“double-trigger” change of control protection.

We also provide various health and welfare benefits to the NEOs on substantially the same basis as we provide to all salaried employees.

Each element is reviewed individually and considered collectively with other elements of our compensation program to ensure that it is consistent with the goals and objectives of that particular element of compensation, as well as with our overall compensation program.

Market Data and Compensation Peer Group

In October 2016,2022, Meridian, the Committee’s independent compensation consultant, collected and analyzed comprehensive data regarding similar utility industry data,companies, including base salary, target short-term incentives(non-equity (non-equity incentive plan compensation) and long-term incentive opportunities. The industry data was obtained from a proprietary database maintained by Aon Hewitt.

The elements of pay were benchmarked both individually and in total to the same comparator group.

To develop the Market Data (thesize-adjusted median of the compensation opportunities provided by similar utility industry companies), compensationAon.

Compensation opportunities for the NEOs were compared to the market data showingsize-adjusted median of the compensation opportunities for comparable positions atprovided by similar utility companies similar to us,(the “Market Data”), defined as regulated utility industry companies in a revenue size
​58​​Ameren Corporation​
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range approximatelyone-half to double our size, with a fewlimited exceptions (our “compensation peers”). To the extent utility industry data is not available or applicable, general industry data is used. The Committee’s independent consultant used statistical techniques to adjust the data to be appropriate for our revenue size and produce the Market Data.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. The compensation peers’ market capitalizations had no bearing on the Market Data, because market capitalization is not used as a size adjustment variable.

We provide compensation opportunities at levels indicatedinformed 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.

Ameren Corporation2018 Proxy Statement    53

  EXECUTIVE COMPENSATION  

The companies identified as the “compensation peers” used to develop 20172023 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 Hewitt’sAon’s database and the continued appropriateness of the companies in terms of size and industry in relationshiprelation to the Company.

TSR Peer Group
For purposes of measuring our relative TSR performance for our PSU awards, we use a distinct peer group (the “TSR Peer Group”) that overlaps with the “compensation peers” discussed above. The 2023 TSR Peer Group was established as of February 2023 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 2023 TSR Peer Group effective as of January 1, 2023, are listed in the graphic below. The TSR 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 2023 TSR Peer Group may be impacted by acquisition and restructuring events. Peer companies engaged in merger and acquisition (“M&A”) activities within the first 18 months of the performance period are eliminated from the peer group and peer companies engaged in M&A activities 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.
​2024 Proxy Statement​​
59
AGL ResourcesEdison InternationalPPL Corporation
Alliant Energy CorporationFirstEnergy Corp.PSEG, Inc.
American Electric Power Co.NiSource Inc.SCANA Corporation
CenterPoint Energy, Inc.OGE Energy Corp.Sempra Energy
CMS Energy CorporationPacific Gas & Electric CorporationWEC Energy Group Inc.
Dominion Resources, Inc.Pinnacle West Capital CorporationWGL Holdings, Inc.
DTE Energy Company
PNM ResourcesXcel Energy, Inc.

Duke Energy Corp.

​

TABLE OF CONTENTS​
Executive Compensation Matters
COMPARISON OF COMPENSATION PEER GROUP AND TSR PEER GROUP
[MISSING IMAGE: fc_compens-pn.jpg]
Mix of Pay

We believe that both cash compensation and noncashnon-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 noncashnon-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 2017,2023, there was nopre-established policy or target for the allocation between either cash and noncashnon-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.

54    Ameren Corporation2018 Proxy Statement

  EXECUTIVE COMPENSATION  

2017 FIXED VERSUS PERFORMANCE-BASED COMPENSATION

The following table showsgraphs summarize the allocationmix of each NEO’s base salary and short-term and long-term incentive compensation opportunities between fixed and performance-based compensation at the target levels.

  Name

 

  

Fixed

Compensation

(base salary)

 

 

Performance-Based

Compensation

(short-term  and
long-term incentive

        compensation)         

 

Baxter

 

  18%

 

 82%

 

Lyons

 

  27%

 

 73%

 

Mark

 

  30%

 

 70%

 

Moehn

 

  29%

 

 71%

 

Nelson

 

 

  31%

 

 

 69%

 

 

LOGO

2017 TOTAL CASH VERSUS EQUITY-BASED COMPENSATION

The following table shows each NEO’s base salary and short-term and long-term incentiveat-risk compensation, as allocated betweenwell as the mix of cash and equity-based compensation, atfor the target levels.

  Name

 

  

Total Cash
Compensation

 

 

Total Equity-based

        Compensation         

 

Baxter

 

  36%

 

 64%

 

Lyons

 

  47%

 

 53%

 

Mark

 

  49%

 

 51%

 

Moehn

 

  48%

 

 52%

 

Nelson

 

  51%

 

 49%

 

LOGO

Ameren Corporation2018 Proxy Statement    55

CEO Other Named Executive Officers (average) Performance -principal executive officer and the other NEOs based Compensation, 82% Fixed Compensation (base salary), 18% Performance - based compensation, 71% Fixed Compensation (base salary), 29% CEO Other Named Executive Officers (average) Total Cash based Compensation, 36% Total Equity-based Compensation, 64% Total Equity-based Compensation, 51% Total Cash based Compensation, 49%

  EXECUTIVE COMPENSATION  

2017 SHORT-TERM VERSUS LONG-TERM INCENTIVE COMPENSATION

The following table shows each NEO’s target 2017on full-year base salary, short-term incentive and long-term incentive compensation opportunities asaward opportunities. These graphs exclude the value of Mr. Moehn’s special award of performance-based RSUs.

2023 Fixed Versus At-Risk Compensation
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2023 Total Cash Versus Equity-Based Compensation
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2023 Short-Term and Long-Term Incentive Compensation Targets
Name​​Short-Term Incentive Targets*​​Long-Term Incentive Targets*​
Lyons​​​​120%​​​​​425%​​
Moehn​​​​85%​​​​​315%​​
Birk​​​​80%​​​​​200%​​
Nwamu​​​​70%​​​​​165%​​
Singh​​​​80%​​​​​185%​​
​
*
As a percentage of each NEO’s base salary (each at the target level). Such award opportunities were determined primarily considering the Market Data mentioned above.

  Name

 

  

Short-Term

Incentive

Opportunity

 

    

Long-Term

Incentive

Opportunity

 

Baxter

 

  100%

 

    360%

 

Lyons

 

    75%

 

    195%

 

Mark

 

    65%

 

    170%

 

Moehn

 

    65%

 

    180%

 

Nelson

 

    65%

 

    160%

 

salary.

​
Base Salary

We choose to pay base salary as a standard compensation program element.

Our base salary program is designed to reward the NEOs with market competitive salaries based upon role, experience, competence and sustained performance.

We determine the amount for base salary by referencing the Market Data discussed above. Based on this data and the scope of each NEO’s role, a base salary range was established for each position at +/- 20 percent of the established market rate for the position. The base salary of each NEO is typically managed within this pay range.

In 2016,2022, Mr. Baxter (our Chairman, President and Chief Executive Officer)Lyons recommended a 20172023 base salary increase for each of the other NEOs, considering theirthe executive’s then-current salary in relation to the Market Data, experience and sustained individual performance and results. Similarly, Mr. Baxter recommended a 2023 base salary increase for Mr. Lyons. 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 20162022 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 2016, the Committee also approved an increase to the 2017 base salary of Mr. Baxter from $1,040,000 to $1,075,000 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: ExecutiveCompensation
2023 Ameren Short-Term Incentive Plan

2017

The Ameren Executive Incentive Plan

Our short-term incentive compensation program is entitled the Ameren ExecutiveShort-Term Incentive Plan (“EIP”STIP”). The EIP for 20172023 was designed to reward the achievement of Ameren’s EPS performance goals, as well as the achievement of goals relating to safety performance, customeroperational results, customer-focused measures, relating to reliability and affordability, andDE&I results, with modifications based on individual performance. We choose to pay itThe 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 to the safety metric under the STIP for 2023:
•
the safety c2c participation rate was measured based on the percentage of all workgroups that achieve at or above the established c2c participation rate target for 2023;
​
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•
the job-safety briefing observations results were measured based on the percentage of field work groups that achieve at or above their established job-safety briefing observations target; and
​
•
the cap on safety payout was set at 100% and applied if overall safety performance for 2023, as measured by the serious injury and fatality (“SIF”) rate, was below pre-established target performance. Prior to 2023, the cap on safety payout was based on the lost workdays away (“LWA”) rate performance and was capped at 150%.
​
How the EIPSTIP Works

For 2017, the EIP (the “2017 EIP”)

The 2023 STIP was comprisedcomposed of the following components:

Ameren•
Ameren’s EPS weighted at 80%(70% weight);

​
•
safety, as measured byco-worker toco-worker interactions, weighted at 10% safety c2c participation rate and job-safety briefing c2c observations (10% weight);

56    Ameren Corporation2018 Proxy Statement

Set Initial Targets Measure YE Results Calculate Formulaic Award Adjust for Individual

​
•
operational performance, as measured by the Callaway Performance EPS Weighted 80% EPS Results Base Award Safety Weighted 10% Safety Results Customer Weighted 10% Customer Results Individual Performance Modifier Final Short-Term Incentive Award

Index (“CPI”) (5% weight);

  EXECUTIVE COMPENSATION  

​
three•
customer-focused measures, including quantitative customer measures relating to reliability and affordability, weighted at 10% in total;customer satisfaction (10% weight);
​
•
DE&I metrics, including quantitative measures relating to workforce diversity and supplier diversity (5% weight); and

​
•
an individual performance modifier.

LOGO

​
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Targets for 2017 EPS,Co-Worker toCo-Worker Safety Interactions and Customer Measures

EPS,Co-Worker toCo-Worker Safety Interactions and Customer Measures

2023 STIP Performance Metrics

The Committee approved the performance metrics to be included in the STIP, as well as established threshold, target and maximum levels of goals for each of Ameren EPS,co-worker toco-worker (“c2c”) safety interactions and three customer measures under the 2017 EIP. The customer measures relate to reliability and affordability. They are System Average Interruption Frequency Index (“SAIFI”), Equivalent Availability Base Load Coal Fleet (“EA”) and the Callaway Nuclear Energy Center Performance Index (“CPI”), each described below.metrics. Payouts for Ameren EPS, c2c, SAIFI, EA and CPIeach measure for performance falling between the established levels were interpolated on a straight-line basis. The three goal levels are described below:

Following is a description of each metric, as well as key factors that the Committee considers in establishing the related goals:
​62​​Ameren Corporation
  Measure

Threshold

Target

Maximum

EPS

93% of Target

Based on the budget approved by the Board of Directors and aligned with shareholder guidance

107% of Target

c2c Safety Interactions

80% of Target

Set with consideration to driving multiple quality interactions for field workers and at least one for each office worker

120% of Target

SAIFI

Aligned with upper half of utility industry peers

Set considering5-year historical performance and expected high performance level

Better than top quartile performance across the entire Ameren system

EA

95% of Target

Aligned with upper half industry benchmark for Ameren’s peer group

105% of Target

CPI

96% of Target

Improvement over the average score for the past three refueling outage years

Aligned with industry excellent performance for an outage year​

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Earnings Per Share
The STIP includes a principal focus on financial results as measured by Ameren’s EPS. The Committee believes EPS is a key indicator of financial strength and performance and is recognized as such by the investment community. The target EPS performance goal under the STIP is established based on the financial budget approved by the Board of Directors and is aligned with Ameren’s annual earnings guidance.
Safety Measure

In 2017, Ameren addedco-workerMeasures

The safety c2c participation rate measures the percentage of co-workers (unique observers) that have performed at least one c2c safety interaction during a month. Monthly participation rate results are averaged toco-worker safety interactions as determine the safety metric in the plan (replacing Lost Workdays Away).annual participation rate. A c2c safety interaction is a leading indicator for safety performance and was added to the plan in order to reinforcethat reinforces safety as a core value and create continued focus on shaping a culture of safety. A c2c safety interaction is a conversation betweenco-workers that involves giving and receiving feedback to improve safety, with the primary objective of encouraging allco-workersby enabling employees to recognize and eliminateat-risk behaviors or conditions and reinforce safe behaviors in the workplace, ultimately improving safety culture and outcomes.

Ameren Corporation2018 Proxy Statement    57

The 2023 safety c2c participation rate target was aligned with prior year results.

  EXECUTIVE COMPENSATION  

Customer Measures

SAIFIThe job-safety briefing c2c interaction metric measures the number of job-safety briefing c2c interactions completed for every field and plant job. These interactions have been shown to have a high correlation with good safety outcomes. The job-safety briefing is a standard customer reliability measure which indicates how oftendesigned to put focus on active participation, hazard identification and risk mitigation in the average customer experiences a sustained interruption over aone-year period.job briefing process. The measure excludes major events (for example, major storms)job-safety briefings c2c interaction is intended to stress the importance and is calculated consistent withenhance the Instituteeffectiveness of Electricalthe job briefing process. It also supports the importance of leadership being in the field to observe and Electronics Engineers (“IEEE”) standards. A lower SAIFI result indicates better performance.

EAprovide coaching on the briefing process. This metric measures the number of job-safety briefing c2c’s that are conducted using the job-safety briefing c2c template. STIP participants are rewarded based on the percentage of Ameren field workgroups that achieve their established 2023 job-safety briefing observations target. The 2023 job-safety briefings target was established to ensure that field-based leaders would execute at least 58% of their c2c interactions on job safety briefings.

The safety c2c participation rate and job-safety briefing c2c metrics were capped at 100% of Target, regardless of actual results, if the year Ameren Missouri’s coal-fired base load generation fleet is available for operating at full capacity. The measure is calculated by subtracting equivalent forced and scheduled outages from the energy center’s available hours (i.e., the periodSIF rate target of time during which a unit is capable of service whether it is actually in service or not) and dividing this by the hours in the year. Ameren calculates EA consistent with North American Electric Reliability Corporation (“NERC”) reporting standards. A higher EA result indicates better performance.

0.08 was not achieved.

Operational Measure
The CPI measures overall nuclear energy center performance through an industry standard index comprised of 12 safety and reliability measures. The CPI measures performance over a12-month period. A higher CPI score indicates better performance.

The 2023 CPI target was established based on the average CPI score achieved during the last three refueling outage years.

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 2023 SAIFI target represented a 3.6% improvement over the five-year SAIFI average and better than top quartile industry performance.
The JD Power Index measures the top drivers of residential customer satisfaction for the electric power industry, as well as overall satisfaction with each operating business segment. Customer satisfaction is measured based on power quality/reliability, price, billing and payment, communications, corporate citizenship and customer service. The metric is based on the average JD Power scores of Ameren Missouri and Ameren Illinois. The 2023 JD Power target was established based on achieving top quartile performance.
The Ameren Listens Survey measures our customers’ satisfaction with interactions with call center representatives. The score is calculated based on the percentage of customers rating their satisfaction as 5 on a 5-point scale. The 2023 Ameren Listens target was established based on sustaining top decile performance.
Diversity, Equity & Inclusion Measures
The supplier diversity metric measures the overall total dollars (capital and O&M) that Ameren spends on goods and services with Tier 1 and Tier 2 suppliers who are for-profit businesses that are certified as at least 51% owned, operated and controlled by women,
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minorities and/or veterans. The 2023 supplier diversity target represented a 16% increase over the prior year target and was established based on achieving performance above top quartile.
The workforce diversity metric measures the percentage of leadership positions filled during the plan year that included a qualified and diverse slate of candidates when interviews were conducted during the selection process. A diverse candidate slate includes one or more qualified females, racially and/or ethnically diverse candidates, protected veterans, and/or individuals with disabilities. The 2023 workforce diversity metric target takes into account prior year results, as well as the talent pool and roles Ameren and its subsidiaries expected to be hiring for in 2023.
Individual Performance Modifier

The 2017 EIP2023 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.

Historically, the Individual Performance Modifier has been used to differentiate performance that is considerably above or below that expected.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 ornon-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. With respect to each NEO, adjustments to the base award are in all cases subject to the maximum permitted amountpre-established by the Committee (See “— Section 162(m) of the IRC” below).

2017 Performance

Base Award Earned through the Achievement of Ameren EPS,Co-Worker toCo-Worker Safety Interactions, and Customer2023 STIP Performance Measures

At the February 20182024 Committee meeting, Mr. BaxterAmeren’s management presented 2017 EIP2023 STIP performance metric achievement levels for Ameren EPS, safety performance and customer measures, andMr. Lyons recommended EIPSTIP payouts for the NEOs (other than with respect to himself) to the Committee for review:

Ameren’s 2017 diluted EPS from continuing operations, calculatedreview. The final performance results approved by the Committee are shown in accordance with generally accepted accounting principles (“GAAP”), was $2.14. Consistent with its actionsthe table below.
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*
Actual performance results for the 2023 c2c participation rate would result in prior yearsa 178% payout and as permittedactual results for the 2023 job-safety briefing c2c interactions would result in a 200% payout; however, under the terms of the underlying plans,2023 STIP, both safety metrics were capped at 100% due to not achieving the Committee may make adjustments to GAAP EPS to include or exclude specified itemsSIF rate target of an unusual ornon-recurring nature. For 2017, Mr. Baxter presented, and the Committee concurred with, an adjustment for significant changes in federal and state income tax laws enacted in 2017 that resulted in a $0.69 per share impact. These adjustments resulted in an adjusted EPS of $2.83 for the 2017 EIP and a payout of 150.00% of Target.0.08.

Co-worker toco-worker safety interactions were 32,784 in 2017. For 2017, Mr. Baxter presented and the Committee concurred with a downward adjustment from a payout of 200.00% to a safety payout of 180.00% of Target.​

The customer measures consist of the following three metrics: (i) SAIFI performance was 0.79, for a payout of 200.00% of Target; (ii) EA performance was 85.6%, resulting in a payout of 114.29% of Target; and (iii) CPI performance was 96.6, for a payout of 165.00% of Target.

The weighted and combined EPS,co-worker toco-worker safety interactions and customer measures resulted in a combined payout of 153.98% of Target.

58    Ameren Corporation2018 Proxy Statement

  EXECUTIVE COMPENSATION  

The resulting metrics and payouts, as approved by the Committee in February 2018, are shown below.

  Performance Metric

 

 

% Weight

 

  

Threshold
Performance

(50% Payout
as a % of
Target)

 

  

Target
Performance
(100% Payout
as a % of
Target)

 

  

Maximum
Performance
(200% Payout
as a % of
Target)

 

  

2017 Results

 

  

Payout for
Each Metric

 

  

Weighted:
Base Award
% of Target

 

 

EPS

 

  

 

80

 

% 

 

 $

 

2.53

 

 

 

 $

 

2.73

 

 

 

 $

 

2.93

 

 

 

 $

 

2.83

 

 

 

  

 

150.00

 

% 

 

  

 

120.00

 

% 

 

Co-Worker Safety Interactions

 

  

 

10

 

% 

 

  

 

16,000

 

 

 

  

 

20,000

 

 

 

  

 

24,000

 

 

 

  

 

32,784

 

 

 

  

 

180.00

 

% 

 

  

 

18.00

 

% 

 

SAIFI

 

  

 

3 1⁄3

 

% 

 

  

 

1.02

 

 

 

  

 

0.91

 

 

 

  

 

0.80

 

 

 

  

 

0.79

 

 

 

  

 

200.00

 

% 

 

  

 

6.67

 

% 

 

EA

 

  

 

3 1⁄3

 

% 

 

  

 

80.8

 

% 

 

  

 

85.0

 

% 

 

  

 

89.2

 

% 

 

  

 

85.6

 

% 

 

  

 

114.29

 

% 

 

  

 

3.81

 

% 

 

CPI

 

  

 

3 1⁄3

 

% 

 

  

 

90

 

 

 

  

 

94

 

 

 

  

 

98

 

 

 

  

 

96.6

 

 

 

  

 

165.00

 

% 

 

  

 

5.50

 

% 

 

Total

 

  

 

100

 

% 

 

                      

 

153.98

 

% 

 

Earned through Individual Performance Modifier

As discussed above, the 2017 EIP2023 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 2017,2023, the Committee, after consultation with Mr. Baxter, modifiedLyons, increased the 2017 EIP2023 STIP base award for Mr. Moehn and Mr. Birk by 10 percent and for Ms. Nwamu and Mr. Singh by 5 percent. The Committee increased the 2023 STIP base award for Mr. Lyons by plus 10 percent of the 2017 base award, for Mr. Moehn by plus 15 percent of the 2017 base award, and for Mr. Mark by plus 10 percent of the 2017 base award. The Committee modified the 2017 EIP base award for Mr. Baxter by plus 7.2 percent of the 2017 base award. In each case, these adjustments were made as a result of the NEO’s performance on the variables described above.

approximately 6 percent.

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Resulting 2017 EIP2023 STIP Payouts

Actual 2017 EIP2023 STIP payouts are shown below as a percent of target. Payouts were made in February 2018,2024, and are set forth under column (g) entitledNon-Equity Incentive Plan Compensation in the Summary Compensation Table.

Name​

Name

​

Final Payout as


Percent of Target

​

Baxter

Lyons		​165.1%​​​
121.5%
​​

Lyons

Moehn		​169.4%​​​
126.6%
​​

Mark

Birk		​169.4%​​​
126.6%
​​

Moehn

Nwamu		​177.1%​​​
120.9%
​​

Nelson

Singh		​154.0%​​​
120.9%
​​

Section 162(m) of the IRC

Section 162(m) of the IRC generally limits the federal income tax deductibility of annual compensation paid by public companies to certain executive officers to $1 million. Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the “TCJA”), Section 162(m) provided an exemption from this limitation for “qualified performance-based compensation.” The TCJA repealed the “qualified performance-based compensation” exemption, effective for taxable years beginning after December 31, 2017, but provides transition relief for certain contractual arrangements in place as of November 2, 2017 and not modified thereafter. The Committee set a maximum limitation on the 2017 short-term incentive payouts for each NEO and, in so doing, intended for such payouts to meet the definition of qualified performance-based compensation under Section 162(m) of the IRC as was in effect prior to the enactment of the TCJA. The maximum limitation on such payouts is equal to 0.5 percent of our 2017 net income and is subject to automatic adjustment to exclude the effects of certain customary items, such as any change in federal, state or local tax laws or regulations. As historically permitted under Section 162(m) of the IRC, the Committee may exercise negative discretion to approve actual payouts that are lower than the maximum limitation. Actual short-term incentive payouts are determined by the Committee based on achievement levels with respect to Ameren EPS,co-worker toco-worker safety interactions, and customer measures. The 2017 short-term incentive payouts are shown in column (g) of the Summary Compensation Table.

Ameren Corporation2018 Proxy Statement    59

  EXECUTIVE COMPENSATION  

Long-Term Incentive Compensation

Performance Share Unit

The Ameren Long-Term Incentive Program (“PSUP”)

In General

A performance share unit (“PSU” or “share unit”LTIP”) is intended to reward NEOs for their contributions to Ameren’s long-term success by providing the rightopportunity to receive a shareearn shares of Common Stock if certain long-term performance criteria are achieved and certain service requirements are met.

Ameren common stock.

Role of the PSUP

LTIP

The 2017 PSU grants,design of the 2023 LTIP is substantially similar to the 2022 program. The 2023 LTIP awards, which are governed by the shareholder-approved 20142022 Plan, wereare designed to serve the following roles in the compensation program:

•provide compensation dependent on our three-year total shareholder return (“TSR”) (calculated as described below under “— 2017 Grants”) versus a utility peer group (a “PSUP Peer Group”), as identified below;

provide some payout (below target) if three-year relative•
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 is belowcompared to the 30th percentile but the three-year average Ameren EPS reaches or exceeds the averagereturns of the EIP EPS threshold levels in 2017, 2018 and 2019;

accrue dividends during theTSR Peer Group over a three-year performance period (60% of the overall grant value), (ii) achievement of Clean Energy Transition goals (10% of the overall grant value), and (iii) continued employment through the payment date (the “PSU vesting period”). RSUs, which account for 30% of the value of the 2023 LTIP grants, are the right to receive a share of Ameren common stock subject to continued employment through the payment date in March of the third calendar year following the grant date (the “RSU vesting period”).
​
•
Reinforce long-term focus: Continue to drive company strategy and critical success measures over the vesting period.
​
•
Share the value created for shareholders: Share Ameren common stock price increases, decreases and dividends over the vesting period.
​
•
Promote stock ownership: Payout of earned PSU and RSU awards is made 100% in common stock, with the dividends on shares ultimately earned, in order to further align executives’ interests with those of shareholders;common stock, as declared and paid, reinvested into additional PSUs and RSUs throughout the vesting period.

promote​
•
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 three-yearmix of PSUs and RSUs, as well as the TSR performance period; andmeasure.

share Common Stock price increases and decreases over a three-year period.​

PSUP Design

We award PSU grants to accomplish the following:

•align executives’ interests with shareholder interests: awards are denominated in Common Stock units and paid out in Common Stock. Payouts are dependent on the Common Stock’s performance compared to the performance of the PSUP Peer Group, and are limited to target if TSR is negative;

•be competitive with market practice: the majority of regulated utility companies use plans similar to this program and with this performance measure;

•promote Common Stock ownership: payout of earned awards is made 100 percent in Common Stock, with dividends on Common Stock, as declared and paid, reinvested into additional share units throughout the performance period;

•allow executives to share in the returns created for shareholders: returns for shareholders include dividends as declared and paid, and this is reflected in the plan performance measure and rewards; and

•facilitate retention of key executives: annual competitive grants with a three-year performance period provide incentive for executives to stay with the Company and manage the Company in the long-term interests of the Company and its shareholders.

PSUs granted before December 31, 2017, were also intended to be eligible for the “qualified performance-based compensation” exception from the $1 million limit on deductibility of executive compensation imposed by Section 162(m) of the IRC.

2017

2023 Grants

For 2017,2023, a target number of PSUs and RSUs (determined primarily based on the Market Data mentioned above) was granted to each NEO pursuant to the 20142022 Plan, as reflected in columncolumns (g) and (i) of the Grants of Plan-Based Awards Table. The threshold and maximum amounts of payout for the 20172023 PSU awards are reflected in

60    Ameren Corporation2018 Proxy Statement

  EXECUTIVE COMPENSATION  

columns (f) and (h) of the Grants of Plan-Based Awards Table (not including any potential dividends).

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The grant amount and actual payout amounts for the 2017 PSU awards are calculated as follows:

The Committee determinedfollowing chart illustrates how the target amount based uponnumber of PSUs and the number of RSUs are calculated:
[MISSING IMAGE: fc_annual-pn.jpg]
•
RSUs are subject to a specified percentagetime-based vesting period of each NEO’s base salary, expressed as a dollar amount. The grant amount was determined by dividing the target amount by the December 2016 trading averageapproximately three years and represent 30% of the stock price.total 2023 annual grant value.

​
•
PSUs are earned based on the achievement of specific performance criteria over the three-year performance period.
​
•
PSUs tied to relative TSR represent 60% of the total 2023 annual grant value. The NEOs’ actual number of 20172023 PSUs earned, tied to relative TSR, will vary from 0 percent to 200 percent, of the NEO’s target number of PSUs, based primarily on our 2017 — 20192023-2025 TSR measured relative to a PSUPthe TSR Peer Group,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 2023 annual grant value. The NEOs’ actual number of 2023 PSUs earned, tied to Clean Energy Transition, will vary from 0 percent to 200 percent based on pre-established goals related to the total MW tied to renewable generation, energy storage additions and coal-fired energy center retirements. This measure includes MW associated with new wind, solar, hydro, biomass, landfill gas and energy storage added to Ameren’s generation portfolio over the three-year period.
​
•
For both PSUs and RSUs:
​
•
The actual number of shares earned will be contingent on continued employment through the payment date (other than with respect to death, disability, an eligible retirement or qualifying termination under a change of control, as described in control)more detail under “Potential Payments upon Termination or Change in Control”).

For purposes An eligible retirement is defined as retiring at age 55 or greater with at least 5 years of calculating PSUP award payouts, TSR is calculated asservice.
​
•
Payouts include additional units equivalent to any dividends accrued and reinvested during the change in the30-day trading average of the stock price prior to the beginning of the awardvesting period and the30-day trading average of the stock price prior to the end of the award period, plus dividends paid (and assuming quarterly reinvestment on each company’sex-dividend date), divided by such beginning average stock price.

If relative TSR for the performance period is below the 30th percentile, in order to receive a 30 percent payout, the average annual Ameren EPS for such three-year period must be greater than or equal to the average of the Ameren EPS thresholds under each EIP during such period (described further below under “PSUP Performance/Payout Relationship”).

The payout of PSUs will include the payout of any accrued dividend equivalents relating to the number of PSUs and RSUs actually earned.

​
•
Vesting occurs on the payment date.
​
The NEOs cannot vote or transfer share unit awards granted under the PSUPLTIP until the shares are paid out.

Effective with the 2016 grant, PSUP retirement provisions were modified to provide only prorated awards for all retirement-eligible participants age 55 or greater with at least 5 years of service who retire during the performance period. For grants made prior to 2016, retirement-eligible participants age 62 or greater with at least ten years of service who retire during the performance period receive a full(non-prorated) award at the end of the three-year performance period.

PSUP Peer Group

The analysis to determine the 2017 PSUP Peer Group was made as of December 2016 using the criteria below.

Classified as a “NYSE Investor Owned Utility,” within SNL Financial LC’s SEC/Public Companies Power Database.

Market capitalization greater than $2 billion.

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

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

Not an announced acquisition target.

Not undergoing a major restructuring including, but not limited to, a majorspin-off or sale of a significant asset.

Ameren Corporation2018 Proxy Statement    61

  EXECUTIVE COMPENSATION  

The 19 companies included in the 2017 PSUP Peer Group as of January 1, 2017 are listed below. These PSUP 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 us or its participation in an executive pay database. At the end of the performance period, the final 2017 PSUP Peer Group may be impacted by acquisition and restructuring events.

Alliant Energy CorporationIDACORP, Inc.SCANA Corporation
Avista CorporationNiSource Inc.Southern Company
CMS Energy Corporation

Northwestern Corporation

Vectren Corporation
Consolidated Edison, Inc.Pacific Gas and Electric CorporationWEC Energy Group, Inc.
Edison InternationalPinnacle West Capital CorporationXcel Energy, Inc.
Eversource EnergyPNM Resources, Inc.
Great Plains Energy Inc.Portland General Electric Company

PSUPPSU Performance/Payout Relationship

(Relative TSR)

Once Ameren’s 2017 — 20192023-2025 TSR is calculated and compared to the utility peer group,TSR Peer Group, the scale below determines the percentage of the target PSU award that is paid. Payout for performance between points is interpolated on a straight-line basis.

​Relative TSR Performance​​Payout
(% of PSUs Granted)		​​​​​​​

TSR Performance or,

as applicable, EPS Performance

​

Payout (% of Share

Units Granted)

90th percentile +​                200%            ​200%​​

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​​If TSR is negative over the three-year period, the plan is capped at 100%150% of the target PSUs granted regardless of performance vs. the PSUPTSR Peer Group

Group.		​
​70th percentile​                150%            ​150%​
​50th percentile​                100%            ​100%ï​
30th​25th percentile​                  50%            ​50%​
​Below 25th percentile​​0%​
​2024 Proxy Statement​​67​
TABLE OF CONTENTS
Executive Compensation Matters
PSU Performance/Payout Relationship (Clean Energy Transition)
Final Clean Energy Transition results are calculated and compared to the pre-established goals for the 2023-2025 performance period to determine the percentage of the target PSU award that is paid based on the scale below. Payout for performance between points is interpolated on a straight-line basis.
Performance Level
(Total MWs)		​​Payout
(% of PSUs Granted)		​
Maximum​​200%​
Target​​100%​
Threshold​​50%​
Below 30th percentile but three-year average Ameren EPS reaches or exceeds the average of the EIP EPS threshold levels in 2017, 2018 and 2019Threshold​                  30%            
Below 30th percentile and three-year average Ameren EPS does not reach the average of the EIP EPS threshold levels in 2017, 2018 and 2019​0% (No payout)​

Section 162(m) of the IRC

As discussed above, prior to the enactment of the TCJA, Section 162(m) of the IRC provided an exemption from the general limitation for “qualified performance-based compensation.” The Committee set a maximum limitation on the 2017 PSUP payouts for each NEO and, in so doing, intended for such payouts to meet the definition of qualified performance-based compensation under Section 162(m) of the IRC as in effect prior to the enactment of the TCJA. The maximum limitation on such payouts is equal to 1.2 percent of our cumulative 2017, 2018 and 2019 GAAP net income and is subject to automatic adjustment to exclude the effects of certain customary items, such as any change in federal, state or local tax laws or regulations. As historically permitted under Section 162(m) of the IRC, the Committee may exercise negative discretion to approve actual 2017 PSUP payouts that are lower than the maximum limitation. Actual PSUP payouts will be determined by the Committee based on the comparison of Ameren’s TSR against the PSUP Peer Group for the performance period.

62    Ameren Corporation2018 Proxy Statement

  EXECUTIVE COMPENSATION  

20152021 PSU Awards Vesting

(Relative TSR)

The PSUPPSU performance period for the 20152021 grants ended December 31, 2017.2023. Our 2015 — 20172021-2023 TSR performance was determined to be at the 75th39th percentile of the 2015 PSUP2021 TSR Peer Group.Group, resulting in a payout of 78 percent of target. The following table shows the 20152021 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends, times 162.578 percent), and their value at year endyear-end (December 31, 2017)2023). The resulting earned amounts were 23179 percent of the original target value of the 20152021 awards, which reflects both TSR performance against the utility peer groupTSR Peer Group and the actual TSR generated during the three-year period. period, including dividends earned and reinvested and stock price depreciation.
Vesting of the awards for each NEO is subject to continued employment as of the payment date. Each NEO’s award vested and was paid as of February 28, 2018.

Name

  Grant
Date		   

Target 2015

PSU Awards

(#)

   

Target Value

at Stock Price on

Date of Grant(1)

($)

   

2015 PSU

Awards Earned(2)

(#)

   

Value at

Year-End

Stock Price(3)

($)

  

    Earned Value    

as Percent of

Original

Target Value(3)

(%)

 

Baxter

   1/1/15    78,531    3,622,635    141,632    8,354,872   231 

Lyons

   1/1/15    25,404    1,171,887    45,816    2,702,686   231 

Mark

   1/1/15    17,400    802,662    31,381    1,851,165   231 

Moehn

   1/1/15    18,511    853,912    33,385    1,969,381   231 

Nelson

   1/1/15    16,783    774,200    30,268    1,785,509   231 

(1)Valuations are based on $46.13 per share, the most recent closing price of Ameren Common Stock29, 2024.
Name​​Grant Date​​Target 2021
PSU (TSR) Awards
(#)		​​
Target Value
at Stock Price on
Date of Grant(1)
($)
​​
2021 PSU (TSR)
Awards
Earned(2)
(#)
​​
Value at
Year-End
Stock Price(3)
($)
​​
Earned Value
as Percent
of Original
Target Value(3)
(%)
​
Lyons​​​​1/2/21​​​​​17,443​​​​​1,361,601​​​​​14,794​​​​​1,070,198​​​​​79​​
Moehn​​​​1/2/21​​​​​16,519​​​​​1,289,473​​​​​14,010​​​​​1,013,483​​​​​79​​
Birk​​​​1/2/21​​​​​3,778​​​​​294,911​​​​​3,204​​​​​231,777​​​​​79​​
Nwamu​​​​1/2/21​​​​​6,777​​​​​529,013​​​​​5,748​​​​​415,810​​​​​79​​
Singh(4)
​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​
​
(1)
Valuations are based on $78.06 per share, the closing price of Ameren common stock on the NYSE as of January 1, 2015, the grant date.

(2)The number of 2015 PSU awards earned includes dividend equivalents, equal to approximately an additional 11 percent of the shares earned, which accrued and were reinvested throughout the three-year performance period.

(3)Valuations are based on $58.99 per share, the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2017, the date the 2015 PSU awards were valued. The earned value percentage represents a payout of 162.5 percent, dividend accumulation of approximately 11 percent and stock price appreciation from the grant date to the December 31, 2017 valuation.

2016 and 2017 PSU Awards

The PSUP performance periods for the 2016 and 2017 grants will not end until December 31, 2018 and December 31, 2019, respectively. 2020, the last trading day preceding the grant date.

​
(2)
The figures in column (e)number of 2021 PSU awards earned includes dividend equivalents, equal to approximately an additional 8.7 percent of the Summary Compensation Tableshares earned, which accrued and were reinvested throughout the three-year performance period.
​
(3)
Valuations are based on $72.34 per share, the closing price of this proxy statement forAmeren common stock on the years 2016 and 2017 representNYSE as of December 29, 2023, the aggregate grant date fair values for the PSUP performance grants, computed as described in footnote (3) to the Summary Compensation Table. There is no guarantee that such amounts will ultimately be earned by participants.

2018 Long-Term Incentive Program

Consistent with good governance practices, the Committee conducted an extensive review of the Long-Term Incentive Plan during 2017. As a result, beginning with long-term incentive awards granted January 1, 2018, each NEO’s target award consists of a mix of PSUs and time-based restricted stock units (“RSUs”). Participants will receive 70% of the value of their award in the form of PSUs and 30% of the value of their award in the form of RSUs. PSUs and RSUs granted in 2018 will only vest if a participant remains employed with Ameren through the payment date for the awards, except that awards will vest on a pro rata basis in the event of a participant’s earlier retirement or death. The payment date will occur in 2021 and must be no later than March 15, 2021. PSUs will vest between 0% and 200% of target stock units depending fully on Ameren’s TSR relative to its peer grouplast trading day during the performance period. The updated plan designearned value percentage represents a TSR PSU payout of 78 percent, dividend accumulation of approximately 8.7 percent and stock price depreciation of approximately 7.3 percent from the grant date to the December 29, 2023 valuation.

​
(4)
Mr. Singh joined the Company in July 2022; he did not receive a 2021 PSU award.
​
2021 PSU Awards Vesting (Clean Energy Transition)
The PSU long-term incentive awards tied to Clean Energy Transition that were granted in 2021 were earned at 55.6 percent of target based on the retirement of fossil-fired energy centers and the installation of renewable generation in an aggregate amount of 1,143 MW over the three-year measurement period (2021-2023). The following table shows the 2021 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends, times 55.6 percent), and their value at year-end (December 31, 2023). The resulting earned amounts were 56 percent of the original target value of the 2021 Clean Energy Transition PSU awards, which reflects final Clean Energy Transition results, including dividends earned and reinvested, and stock price depreciation.
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Executive Compensation Matters
Vesting of the awards for each NEO is aligned with market practicesubject to continued employment as of the payment date. Each NEO’s award vested as of February 29, 2024.
Name​​Grant Date​​Target 2021
PSU (Clean Energy)
Awards
(#)		​​
Target Value
at Stock Price on
Date of Grant(1)
($)
​​
2021 PSU (Clean Energy)
Awards
Earned(2)
(#)
​​
Value at
Year-End
Stock Price(3)
($)
​​
Earned Value as
Percent of Original
Target Value(3)
(%)
​
Lyons​​​​1/2/21​​​​​2,907​​​​​226,920​​​​​1,757​​​​​127,101​​​​​56​​
Moehn​​​​1/2/21​​​​​2,753​​​​​214,899​​​​​1,664​​​​​120,374​​​​​56​​
Birk​​​​1/2/21​​​​​630​​​​​49,178​​​​​381​​​​​27,562​​​​​56​​
Nwamu​​​​1/2/21​​​​​1,130​​​​​88,208​​​​​683​​​​​49,408​​​​​56​​
Singh(4)
​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​
​
(1)
Valuations are based on $78.06 per share, the closing price of Ameren common stock on the NYSE as of December 31, 2020, the last trading day preceding the grant date.
​
(2)
The number of 2021 PSU awards earned includes dividend equivalents, equal to approximately an additional 8.7 percent of the shares earned, which accrued and creates more clarity for participants.

Additionally, at its February 2018 meeting,were reinvested throughout the three-year performance period.

​
(3)
Valuations are based on $72.34 per share, the closing price of Ameren common stock on the NYSE as of December 29, 2023, the last trading day during the performance period. The earned value percentage represents a Clean Energy PSU payout of 55.6 percent, dividend accumulation of approximately 8.7 percent and stock price depreciation of approximately 7.3 percent from the grant date to the December 29, 2023 valuation.
​
(4)
Mr. Singh joined the Company in July 2022; he did not receive a 2021 PSU award.
​
2023 Special Award to Mr. Moehn
On October 12, 2023, the Committee approved thea grant ofone-time RSU awards for Messrs. Lyons, Mark and Moehn 65,497 performance-based RSUs (the “Award”), which had an aggregate grant date value of $5.0 million, to recognize their strong leadership skills that have delivered superior value to customers and shareholders, and to maintain strong business and leadership continuity in the execution of the Company’s business strategy in the future.Mr. Moehn. The awards wereAward was granted effective as of MarchNovember 1, 2018 in the amount of $1,025,999, $784,526 and $820,473 respectively,2023 (the “Effective Date”) and will vest on February 28, 2021. These awards doOctober 31, 2028, subject to Mr. Moehn’s continued service with Ameren during the five-year performance period, with the final amount determined based on relative TSR performance over the performance period. The Award is intended to (i) ensure leadership continuity following the retirement of Mr. Baxter on November 2, 2023, in support of the execution of Ameren’s long-term business strategy; (ii) serve as a critical retention tool in a highly competitive environment for senior executives with Mr. Moehn’s skills, experience, and track record of strong performance as demonstrated by his contributions to Ameren’s financial performance, strategy, organizational leadership and execution of major initiatives; and (iii) further strengthen the alignment between compensation and long-term value creation for the benefit of shareholders and customers.
As shown in the following table, the actual number of RSUs earned will vary from 75% to 125% of the initial grant value based on Ameren’s total shareholder return (“TSR”) performance over the five-year performance period that began on the Effective Date.
Percentile Performance of Relative TSR​​Payout Opportunity​
≤25th percentile​​75%​
50th percentile​​100%​
≥75th percentile​​125%​
Ameren’s TSR performance will be measured relative to Ameren’s 2023 TSR Peer Group. If Ameren’s absolute TSR is negative at the end of the performance period, the maximum payout percentage may not exceed 100%. The Committee does not have discretion to increase or decrease the payout percentage. Subject to Mr. Moehn’s continuous service with Ameren through the vesting date, the Award will vest upon payment following the end of the five-year performance period, with limited exceptions as set forth in the award agreement and the 2022 Plan, including upon death and disability. The Award does not provide for acceleratedpro rata vesting in connection with an executive’sMr. Moehn’s retirement.

Amounts earned under the Award will be settled in shares of Ameren Corporation2018 Proxy Statement    63

common stock to be delivered following the end of the performance period, including shares acquired pursuant to dividend equivalent rights that have accrued throughout the performance period. The terms and conditions of the Award were developed with input from and recommended by the Committee’s independent compensation consultant.

​2024 Proxy Statement​​69

  EXECUTIVE COMPENSATION  

​

TABLE OF CONTENTS​​
Executive Compensation Matters
2024 Incentive Compensation Program Changes
After considering overall strategy, business needs and industry practices, the following metrics under the Short-Term Incentive Program for 2024 were modified as follows:
•
A Customer Satisfaction Index (“CSAT”) will replace JD Power and Ameren Listens as our new measurement for customer satisfaction. The index will include metrics measuring the customer satisfaction across various channels and types of interactions, including telephone calls, virtual and website support and transactions, and field service calls, as well as the accuracy of estimated service restoration times (“ESRT”) for “blue sky” days.
​
•
The System Average Duration Frequency Index (“SAIDI”) will replace SAIFI. SAIDI is a standard customer reliability measure that assesses the total duration of the average customer interruption over a one-year period.
​
•
The Local Small and Local Diverse Business Economic Impact Indicator (“EII”) replaces Supplier Diversity and will focus on expanding the community economic impact of local small and local diverse businesses by partnering with, developing and growing a larger pool of businesses located in Illinois and Missouri to promote inclusive economic growth.
​
•
The SIF metric will be replaced with a High-Energy Serious Injury and Fatality metric (“HSIF”). HSIF is an event where “high energy” (defined as 500 foot-pounds or greater) is released presenting risk of a serious injury or loss of life. This metric aligns with Ameren’s focus on eliminating life-changing events.
​
•
The INPO Performance Index will be used and replace the CPI Index (12-month index) at the Callaway Energy Center to measure the overall plant performance over an 18-month performance period through an index of safety and reliability measures, consistent with the Institute of Nuclear Power Operations (“INPO”) Index.
​
There were no changes to the Long-Term Incentive Program for 2024.
Perquisites

We provide limited perquisites (such as financial and tax planning reimbursement) to provide competitive value and promote retention of the NEOs and others.

Other than with respect to executive relocation expenses, we do not provide any tax “gross-up” payments with respect to any perquisites.

Retirement Benefits

The objective of retirement benefits is to provide post-employment security to our employees, and such benefits are designed to reward continued service. We choose to provide these benefits as an essential part of a total compensation package to remain competitive with those packages offered by other companies, particularly utilities.

There are several retirement benefit programs applicable to the NEOs, including:

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

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

​
•
a deferred compensation plan that provides the opportunity to defer part of base salary and all or a portion ofnon-equity incentive compensation, as well as earnings thereon. Beginning with plan years commencing on and after January 1, 2010, this includes deferrals of cash compensation above IRC limitations, together with Company matching credits on these deferrals.

​
A more detailed explanation of retirement benefits applicable to the NEOs is provided in this proxy statement under the captions “— PENSION BENEFITS”Compensation Tables and Narrative Disclosures — Pension Benefits” and “— NONQUALIFIED DEFERRED COMPENSATION”Compensation Tables and Narrative Disclosures — Nonqualified Deferred Compensation” below.

​70​​Ameren Corporation​
TABLE OF CONTENTSSeverance

All regular full-time employees (including Officers​

Executive Compensation Matters
Executive Compensation Decision-Making Process
Human Resources Committee Governance Practices
The Human Resources Committee engages an independent compensation consultant to provide professional advice. It is the Human Resources Committee’s view that its compensation consultant should be able to render candid and NEOs) have participated inexpert advice independent of management’s influence. In February 2024, the Ameren Corporation Severance Plan for Ameren Employees, which provides severance based on yearsHuman Resources Committee approved the continued engagement of service and weeks of pay in the event of a qualifying termination. EffectiveMeridian as of January 1, 2018,its independent compensation consulting firm. In its decision to retain Meridian as its independent compensation consultant, the Committee removed officers fromgave consideration to a broad range of attributes necessary to assist the Ameren Corporation Severance Plan for Ameren Employees and approved the Ameren Corporation Severance Plan for Ameren Officers (the “Officer Severance Plan”). The primary purposeneeds of the Officer Severance Plan is to facilitatemid-career hiresCommittee in setting compensation, including:
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a track record in providing independent, objective advice;
​
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broad organizational knowledge;
​
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industry reputation and act as a retention toolexperience;
​
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in-depth knowledge of competitive pay levels and practices; and
​
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responsiveness and working relationship.
​
Meridian representatives attended each of the five Human Resources Committee meetings during times2023. At the Human Resources Committee’s request, the consultant met regularly with the Committee members outside the presence of uncertainty. The Officer Severance Plan provides market-levelmanagement, and spoke separately with the Committee Chair and other Committee members.
During 2023, the Committee requested of Meridian the following items:
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market pay and benefitsmarket trend analyses, which assisted the Committee in targeting executive compensation at the desired level versus market;
​
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comparisons of short-term incentive payouts and financial performance to officersutility peers, which the Committee uses to evaluate prior-year short-term incentive goals and NEOs inset future short-term incentive goals;
​
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preparation of tally sheets of compensation components, which the eventCommittee uses to evaluate the cumulative impact of an involuntary terminationprior compensation decisions;
​
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review of employment without Cause, as defined inand advice on the Officer Severance Plan. The Officer Severance Plan provides for a lump sum payment that is generally equal to annual base salary plus target annual cash incentive award in effect at termination of employment, apro-rated annual incentive payment based on actual plan performance, continuation of medical coverage for 12 months subsidized by the Company,Compensation Discussion and outplacement career transition services. Upon a change of control, officers who are eligible for severance pay and benefits under the Company’s Second Amended and Restated Change of Control Severance Plan, as amended, would be entitled to the greater of the benefits available under that plan or the Officer Severance Plan, but would not receive benefits under both plans.

64    Ameren Corporation2018 Proxy Statement

  EXECUTIVE COMPENSATION  

Change of Control

Ameren’s Second Amended and Restated Change of Control Severance Plan, as amended, is designed to reward NEOs for remaining employed with us when their prospects for continued employment following a transaction may be uncertain. The objectives of this plan are to maintain a stable executive team during the process and to assist us in attracting highly qualified executives into the Company.

Change of Control protections provide severance pay and, in some situations, vesting or payment of long-term incentive awards, upon a Change of Control of the Company. The arrangements provide market-level payments in the event of an involuntary termination not for “Cause” or a voluntary termination for “Good Reason.” Definitions of “Change of Control,” “Cause” and “Good Reason,” as well as more complete descriptions of Change of Control protections, are found below under the caption “— OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS.”

The applicable triggers are structured so that payment and vesting occur only upon the occurrence of both a change of control and a qualifying termination of employment.

We expect it would take more time for senior leaders to find new employment than for other employees, and therefore senior management, including the NEOs, generally are paid severance upon a termination for a longer period following a Change of Control. The Committee considered this as well as the factors described in the preceding paragraphs in structuring the cash payments described under “— OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS — Change of Control” below, which an NEO would receive if terminated within two years following a Change of Control.

Common 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. The stock ownership requirement applicable to the Senior Leadership Team isAnalysis section included in the Company’s proxy statement to ensure full, accurate and clear disclosure, and other executive compensation-related proxy statement items;

​
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advice in connection with the Committee’s risk analysis of the Company’s compensation policies and practices, in furtherance of the Committee’s responsibilities pursuant to its charter;
​
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regular updates on legislative, regulatory and proxy advisor trends and developments;
​
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advice with respect to legal, regulatory and/or accounting considerations impacting Ameren’s compensation and benefit programs, to ensure the Committee is aware of external views regarding the programs; and
​
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other requests relating to executive compensation issues.
​
Other than services provided to the Human Resources Committee as set forth above and for the Nominating and Corporate Governance Guidelines. Committee as described below, Meridian did not perform any other services for the Company or any of its subsidiaries in 2023.
Pursuant to its letter agreement with the Committee, if the Company or management of the Company proposes that Meridian perform services for the Company or management of the Company other than in Meridian’s retained role as consultant to the Committee and the Nominating and Corporate Governance Committee, any such proposal is required to be submitted to the Human Resources Committee for approval before such services begin.
​2024 Proxy Statement​​71​
TABLE OF CONTENTS
Executive Compensation Matters
In February 2024, the Nominating and Corporate Governance Committee also approved the continued engagement of Meridian as its independent consulting firm with respect to director compensation matters. See “— DIRECTOR COMPENSATION — Role of Director Compensation Consultant” above for a description of the services Meridian provided to the Nominating and Corporate Governance Committee in 2023.
Each of the Human Resources Committee and Nominating and Corporate Governance Committee has procedures for the purpose of determining whether the work of any compensation consultant raises any conflict of interest. Pursuant to such procedures, in February 2024, each such committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive and director compensation-related matters, no conflict of interest was raised by the work of Meridian.
Delegation of Authority
The requirement provides that eachHuman Resources Committee has delegated authority to the Company’s Administrative Committee, comprised of designated members of management, to approve changes, within specified parameters, to certain of the Company’s retirement plans. It has also delegated authority to management to make pro rata equity grants to employees (other than Section 16 Officers), who are newly eligible for the LTIP, and for participants who are promoted during the plan year. In addition, the Human Resources Committee has delegated to the Chief Executive Officer the authority to make discretionary grants of equity awards from a pre-authorized pool of shares of common stock to employees who are not Section 16 Officers. These grants are reviewed periodically by the Human Resources Committee. The Company ensures the total value of the equity grants made by the Chief Executive Officer does not exceed a specified limit.
Human Resources Committee Interlocks and Insider Participation
No current member of the Senior Leadership Team is required to own shares of Common Stock valued as a percentage of base salary as follows:

President and Chief Executive OfficerHuman Resources Committee of the Company: 5 times base salary;

Chief Financial OfficerBoard of Directors (Ms. Brinkley and Messrs. Johnson, Harshman, and Lipstein) was at any time during 2023 or at any other time an officer or employee of the Company, and eachno member had any relationship with the Company business segment President: 3 times base salary;requiring disclosure under applicable SEC rules.

Other Section 16 Officers: 2 times base salary; and

All other membersNo executive officer of the Senior Leadership Team: 1 times base salary.

If atCompany has served on the board of directors or compensation committee of any timeother entity that has or has had one or more executive officers who served as a member of the Senior Leadership Team does not satisfy the applicable stock ownership requirement, such memberCompany’s Board of the Senior Leadership Team must retain at least 75 percent of theafter-tax shares acquired upon the vesting and settlement of (i) the Senior Leadership Team member’s awards that are then outstanding under the Company’s equity compensation programs and (ii) any future awards granted to the Senior Leadership Team member under the Company’s equity compensation programs, until the applicable stock ownership requirement is satisfied. All NEOs are in compliance with the increased stock ownership requirements, including taking into account any base salary increases for fiscal year 2017.

Ameren Corporation2018 Proxy Statement    65

  EXECUTIVE COMPENSATION  

Anti-Pledging and Anti-Hedging Policy

We maintain policies that prohibit executive officers and directors from engaging in pledges of Company securities or short sales, margin accounts and hedging or derivative transactions with respect to Company securities. In addition, our policies prohibit directors and employees of the Company and its subsidiaries from entering into any transaction which hedges (or offsets) any decrease in the value of Company equity securities as discussed under “SECURITY OWNERSHIP — SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT” above.

Clawback

Awards granted under the 2006 PlanDirectors or the 2014 Plan, including EIP and PSU awards, are subject to a “clawback” in certain circumstances. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, and if an award holder knowingly or with gross negligence engaged in or failed to prevent the misconduct, or if the award holder is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the award holder will be required to reimburse the Company the amount of any payment in settlement of an award earned or accruedHuman Resources Committee during the12-month period following the first public issuance or filing of the financial document embodying the financial reporting requirement.

In addition, beginning with the 2015 EIP awards and PSU awards granted in 2015, if the award holder engages in conduct or activity that is detrimental to the Company or violates the confidentiality or customer or employeenon-solicitation provisions included in the award, generally, the award holder will be required to repay the award to the Company after receiving a demand from the Company for the repayment.

2023.

Timing of Compensation Decisions and Awards

The

Ameren’s Board and the Committee establish meeting schedules annually, well in advance of each meeting, to ensure a thorough and thoughtful decision process. Incentive compensation awards are typically made at regularly scheduled meetings.

Following

The following is a discussion of the timing of certain compensation decisions for 2017:

•the NEOs’ base salaries for 2017 were reviewed and a 2017 base salary increase for each of the NEOs was approved at the December 2016 Committee meeting, as discussed under “— Base Salary” above;

2023:
2017 EIP•
the NEOs’ base salaries for 2023 were reviewed and a 2023 base salary increase for each of the NEOs was approved at the December 2022 Committee meeting, as discussed under “— Base Salary” above;
​
•
2023 STIP target opportunities (as a percentage of base salary) were established for the NEOs and at the December 2022 Committee meeting;
​
•
the range of 2017 EIP2023 STIP EPS,co-worker toco-worker interactions safety, operational, customer-focused, and customerDE&I measures for 2017 was2023 were set at the December 2016February 2023 Committee meeting;
​
•
2023 PSU and February 2017 Committee meetings, respectively;

2017 PSURSU grants to the NEOs under the 2023 LTIP were approved at the December 2016February 2023 Committee meeting;
​
•
The 2023 grant of a special award of performance-based RSUs to Mr. Moehn was approved at the October 2023 Committee meeting; and

the​
•
The final determinationdeterminations of the 2017 EIP2023 STIP and 20152021 PSU payouts were made at the February 20182024 Committee meeting.

​
Decisions relating to material elements of compensation are fully deliberated by the Committee, at each Committee meeting and,including, when appropriate, over the course of several Committee meetings. This allows for anyfollow-up to questions from Committee members in advance of thea final decision. The
​72​​Ameren Corporation​
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Executive Compensation Matters
In 2024, the Committee makesapproved the annual long-term incentive grants at its DecemberFebruary meeting of the year priorand expects to the year the grants are made.continue this practice. The Committee also expects to continue to establish base salaries at its December meeting each year, with such base salaries to be effective in January of the following January.

66    Ameren Corporation2018 Proxy Statement

year.

  EXECUTIVE COMPENSATION  

We do not time the grant of awards with the release of material non-public information. We neither backdate equity awards nor do we spring-load equity awards (i.e., make equity awards shortly before announcing market-moving information with better-than-expected results or the disclosure of a significant transaction).

Consideration of Company’s 2017“Say-on-Pay”2023 “Say-on-Pay” Vote

The Committee considers the results of the shareholdernon-binding advisory“say-on-pay” “say-on-pay” vote along with other factors in connection with discharging its responsibilities relating to the Company’s executive compensation program, although no factor is assigned a quantitative weighting. As a result of the 2017non-binding2023 advisory“say-on-pay” “say-on-pay” vote, which saw a substantial majority (of approximately 9596 percent) of the Company’s shareholders who were entitled to vote and represented approve the compensation program described in the proxy statement in connection with our annual meeting held on April 27, 2017,May 11, 2023, the Committee continued to apply the same principles in determining the amounts and types of executive compensation for fiscal year 2017 (as fiscal year 2017 executive compensation-related decisions were primarily made by the Committee in December 2016 and February 2017, prior to the 2017non-binding advisory vote, and fiscal year 2018 executive compensation related decisions were primarily made by the Committee in December 2017 and February 2018, subsequent to the 2017non-binding advisory vote).

2024.

Through its shareholder outreach program, the Company has welcomedwelcomes feedback from its shareholders with respect to its executive compensation program.

Consideration of Company’s 2023 Frequency of  “Say-on-Pay” Vote
The Committee considers the results of the shareholder advisory vote regarding the frequency of the “say-on-pay” vote. The 2023 advisory vote regarding the frequency of the “say-on-pay” vote saw a substantial majority (of approximately 98 percent) of the Company’s shareholders who were entitled to vote approve a frequency of every year. Based on these results, the Board of Directors has determined that Ameren will hold a non-binding advisory vote on the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement, every year.
Other Considerations for Changes in Compensation Opportunities

Market Data, retention needs and general economic conditions have been the primary factors considered in decisions to increase or decrease compensation opportunities materially.opportunities. Corporate and individual performance are the primary factors in determining the ultimate value of those compensation opportunities.

Role of Executive Officers

For 2017, the

In establishing compensation amounts for 2023, Mr. Lyons, as Chief Executive Officer, Mr. Baxter, with the assistance of the SeniorExecutive Vice President, Corporate Communications and Chief Human Resources Officer of Ameren Services, Mark C. Lindgren, recommended to the Committee compensation amounts for the other NEOs. Similarly, Mr. Baxter, with the assistance of Mr. Lindgren, recommended to the Committee compensation amounts for Mr. Lyons. The Chief Executive Officer makes recommendations to the Committee with respect to the compensation of the NEOs (other than himself) and other senior executives.executives (other than Mr. Baxter). The Chief Executive Officer possesses insight regarding individual performance levels, degree of experience and future promotion potential. In all cases, the Chief Executive Officer’s recommendations are, and the former Executive Chairman’s recommendations were, presented to the Human Resources Committee for review based, in part, on the Market Data provided by the Committee’s independent consultant. The Committee independently determines each NEO’s compensation, as discussed in this CD&A.

Neither the Chief Executive Officer nor any other NEO makes recommendations for setting his or her own compensation. The Chief Executive Officer’s compensation is determined in Committee meetings during an executive session with only the Committee members and the Committee’s independent consultant present.

present; Mr. Baxter also participated in this executive session in December 2022 for purposes of setting Mr. Lyons’ compensation for 2023.

​2024 Proxy Statement​​73​
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Executive Compensation Matters
The Chief Executive Officer, the other NEOs and our other senior executives play a role in the early stages of design and evaluation of our compensation programs and policies. Because of their extensive familiarity with our business and corporate culture, these executives are in the best position to suggest programs and policies to the Committee and the independent consultant that will engage employees and provide effective incentives to produce outstanding financial and operating results for the Company and our shareholders.

Other Compensation Matters

We do not have any written or unwritten employment agreements with any of our NEOs. Each NEO is an employee at the will of the Company and/or its subsidiaries, as specified below.

Severance
All officers of the Company participate in the Ameren Corporation2018 Proxy Statement    67

Severance Plan for Ameren Officers (the “Officer Severance Plan”). The primary purpose of the Officer Severance Plan is to facilitate mid-career hires and act as a retention tool during times of uncertainty. The Officer Severance Plan provides market-level pay and benefits to officers and NEOs in the event of an involuntary termination of employment without “Cause”, as defined in the Officer Severance Plan. The Officer Severance Plan provides, subject to the officer’s execution of a release of claims against us, for a lump sum payment that is generally equal to annual base salary plus target annual cash incentive award in effect at termination of employment, a pro-rated annual incentive payment based on actual plan performance, continuation of medical coverage for 12 months subsidized by the Company, and outplacement career transition services. Upon a change of control, officers who are eligible for severance pay and benefits under the Company’s Second Amended and Restated Change of Control Severance Plan, as amended, would be entitled to the greater of the benefits available under that plan or the Officer Severance Plan, but would not receive benefits under both plans. The Human Resources Committee may amend, suspend or terminate the Officer Severance Plan at any time, provided that twelve months’ notice is required if the amount of potential severance pay and benefits is to be reduced.

Change of Control
Ameren’s Second Amended and Restated Change of Control Severance Plan, as amended, is designed to reward NEOs for remaining employed with us when their prospects for continued employment following a transaction may be uncertain. The objectives of this plan are to maintain a stable executive team during the process and to assist us in attracting highly qualified executives into the Company.
Change of Control protections provide, subject to the officer’s execution of a release of claims against us, severance pay and, in some situations, vesting or payment of long-term incentive awards, upon a Change of Control of the Company. The arrangements provide market-level payments in the event of an involuntary termination not for “Cause” or a voluntary termination for “Good Reason.” Definitions of “Change of Control,” “Cause” and “Good Reason,” as well as more complete descriptions of Change of Control protections, are found below under the caption “— Compensation Tables and Narrative Disclosures — Potential Payments upon Termination or Change of Control.”
The applicable triggers are structured so that payment and vesting occur only upon the occurrence of both a change of control and a qualifying termination of employment.
We expect it would take more time for senior leaders to find new employment than for other employees. Therefore, upon termination due to change of control, senior management, including the NEOs, generally are paid severance for a longer period than other employees. The Committee considered this as well as the factors described in the preceding paragraphs in structuring the cash payments described under “— Compensation Tables and Narrative Disclosures — Potential Payments upon Termination or Change of Control — Change of Control” below, which an NEO would receive if terminated within two years following a Change of Control.
Anti-Pledging and Anti-Hedging Policies
We maintain policies that prohibit executive officers and directors from engaging in pledges of Company securities or short sales, margin accounts and hedging or derivative transactions with respect to Company securities. In addition, our policies prohibit directors
​74​​Ameren Corporation

  EXECUTIVE COMPENSATION  

​

TABLE OF CONTENTSCOMPENSATION TABLESAND NARRATIVE DISCLOSURES

Executive Compensation Matters
and employees of the Company and its subsidiaries, including executive officers, from entering into any transaction which hedges (or offsets) any decrease in the value of Company equity securities as discussed under “SECURITY OWNERSHIP — Security Ownership of Directors and Management” below.
Management Stock Ownership Requirements
The Company has a stock ownership requirement for members of the Senior Leadership Team (which includes the NEOs) that fosters long-term common stock ownership and is intended to align the interests of the Senior Leadership Team and shareholders. As set forth in the Company’s Corporate Governance Guidelines, each member of the Senior Leadership Team is required to own shares of common stock valued as a percentage of base salary as follows:
•
Chairman, 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 satisfy the stock ownership requirements, including taking into account any base salary increases for fiscal year 2024, with the exception of Mr. Singh, who joined the Company in 2022.
For purposes of meeting the Company’s Senior Leadership Team stock ownership requirements, the following forms of Company equity ownership are included:
•
Stock beneficially owned, directly or indirectly (as defined in Rule 13d-3 under the Securities Act), including vested time-based RSU awards and excluding unearned PSU and performance-based RSU awards; and
​
•
Stock held in the Company Dividend Reinvestment and Stock Purchase Plan and in any qualified individual account benefit plan.
​
Clawback
Incentive compensation awarded to the NEOs is subject to a “clawback” in certain circumstances:
•
Pursuant to the Company’s Financial Restatement Compensation Recoupment Policy, which was adopted by the Human Resources Committee in August 2023 in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the NYSE listing rules, excess incentive-based compensation received by any current or former executive officer of the Company after the adoption of the Policy is subject to recoupment in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws.
​
•
Pursuant to the 2022 Plan and the 2014 Plan, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the U.S. federal securities laws, and if an award holder knowingly or with gross negligence engaged in or failed to prevent the misconduct, or if the award holder is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the award holder will be required to reimburse the Company the amount of any payment in settlement of an award under the applicable plan earned or accrued during the 12-month period following the first public issuance or filing of the financial document embodying the financial reporting requirement.
​
•
Pursuant to the STIP and LTIP awards, if the award holder engages in conduct or activity that is detrimental to the Company or violates the confidentiality or customer or employee non-solicitation provisions included in the award, generally, the award holder will be required to repay the award to the Company after receiving a demand from the Company for the repayment.
​
​2024 Proxy Statement​​75​
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Executive Compensation Matters
Compensation Tables and Narrative Disclosures
The following table sets forth compensation information for our NEOs for services rendered in all capacities to the Company and its subsidiaries in fiscal years 2017, 20162023, 2022 and 2015.2021. You should refer to the section entitled “COMPENSATION DISCUSSION AND ANALYSIS” above for an explanation of the elements used in setting the compensation for our NEOs.

2017 SUMMARY COMPENSATION TABLE

Name and Principal
Position(1)
(a)

 

 

Year
(b)

 

  

Salary(2)
($)
(c)

 

  

Bonus(2)
($)
(d)

 

 

Stock
Awards(3)
($)
(e)

 

  

Option
Awards(4)
($)
(f)

 

 

Non-Equity
Incentive Plan
Compensation(2)(5)
($)
(g)

 

 

Change in
Pension
Value and
Nonqualified
Def. Comp.
Earnings(6)
($)
(h)

 

 

All Other
Compensation(2)(7)
($)
(i)

 

 

Total
($)
(j)

 

 

Warner L. Baxter

Chairman, President and
Chief Executive Officer,
Ameren

  2017   1,075,000  –  4,474,803  – 1,775,000 629,030 126,957  8,080,790 
  2016   1,040,000  –  3,732,030  – 1,213,000 538,752 114,874  6,638,656 
  2015   1,000,000  –  4,152,719  – 1,065,500 170,664 104,823  6,493,706 

Martin J. Lyons, Jr.

Executive Vice President
and Chief Financial
Officer, Ameren

  2017   662,000  –  1,492,607  –    840,962 353,722   60,416  3,409,707 
  2016   640,000  –  1,279,549  –    539,500 292,887   68,069  2,820,005 
  2015   612,000  –  1,343,364  –    477,710   51,918   50,881  2,535,873 

Richard J. Mark

Chairman and President,
Ameren Illinois

  2017   507,000  –  996,609  –    558,185 222,643   53,956  2,338,393 
  2016   490,000  –  854,048  –    409,000 199,821   48,943  2,001,812 
  2015   470,000  –  920,112  –    348,230   83,777   44,981  1,867,100 

Michael L. Moehn

Chairman and President,
Ameren Missouri

  2017   530,000  –  1,103,097  –    610,030 268,679   44,134  2,555,940 
  2016   512,000  –  944,912  –    367,000 225,211   54,152  2,103,275 
  2015   500,000  –  978,862  –    354,350   52,991   52,281  1,938,484 

Gregory L. Nelson

Senior Vice President,
General Counsel and
Secretary, Ameren

  2017   491,000  –  908,343  –    491,427 256,027   33,501  2,180,298 
  2016   479,000  –  785,779  –    333,000 231,044   31,180  1,860,003 
  2015   467,500  –  887,485  –    301,210   55,209   37,443  1,748,847 

(1)
2023 SUMMARY COMPENSATION TABLE
Name and Principal
Position(1)
(a)		​​Year
(b)		​​
Salary(2)
($)
(c)
​​
Bonus(2)
($)
(d)
​​
Stock
Awards(3)
($)
(e)
​​
Non-Equity
Incentive Plan
Compensation(2)(4)
($)
(f)
​​
Change in
Pension
Value and
Nonqualified
Def. Comp.
Earnings(5)
($)
(g)
​​
All Other
Compensation(6)
($)
(h)
​​Total
($)
(i)		​
Martin J. Lyons, Jr.
Chairman, President and Chief Executive
Officer, Ameren
​​​​2023​​​​​1,200,000​​​​​—​​​​​5,121,903​​​​​1,750,000​​​​​763,434​​​​​174,094​​​​​9,009,431​​
​​​2022​​​​​1,100,000​​​​​—​​​​​4,271,210​​​​​1,872,800​​​​​—​​​​​113,321​​​​​7,357,331​​
​​​2021​​​​​755,000​​​​​—​​​​​2,427,141​​​​​807,300​​​​​231,240​​​​​85,032​​​​​4,305,713​​
Michael L. Moehn
Senior Executive Vice President and Chief Financial Officer, Ameren
​​​​2023​​​​​825,000​​​​​—​​​​​7,788,803​​​​​887,900​​​​​508,537​​​​​114,614​​​​​10,124,854​​
​​​2022​​​​​785,000​​​​​—​​​​​2,438,476​​​​​972,000​​​​​7,980​​​​​99,710​​​​​4,303,166​​
​​​2021​​​​​715,000​​​​​—​​​​​2,298,567​​​​​764,500​​​​​203,220​​​​​80,594​​​​​4,061,881​​
Mark C. Birk
Chairman and President, Ameren Missouri
​​​​2023​​​​​610,000​​​​​—​​​​​1,225,254​​​​​617,900​​​​​369,238​​​​​70,235​​​​​2,892,627​​
​​​2022​​​​​575,000​​​​​—​​​​​1,071,661​​​​​667,500​​​​​10,781​​​​​51,620​​​​​2,376,562​​
Chonda J. Nwamu
Executive Vice President, General Counsel and Secretary, Ameren
​​​​2023​​​​​628,000​​​​​—​​​​​1,040,671​​​​​531,300​​​​​238,541​​​​​39,098​​​​​2,477,610​​
​​​2022​​​​​600,000​​​​​—​​​​​1,625,150​​​​​620,500​​​​​—​​​​​32,525​​​​​2,878,175​​
Leonard P. Singh
Chairman and President, Ameren Illinois
​​​​2023​​​​​585,000​​​​​—​​​​​1,086,882​​​​​565,700​​​​​110,328​​​​​104,772​​​​​2,452,682​​
​
(1)
Includes compensation received as an officer of Ameren and its subsidiaries, except that Mr. Baxter served as an officer of Ameren only and not of its subsidiaries.

(2)Cash compensation received by each NEO for fiscal years 2017, 2016 and 2015 is found in the Salary orNon-Equity Incentive Plan Compensation column of this table. The amounts that would generally be considered “bonus” awards are found underNon-Equity Incentive Plan Compensation in column (g).

(3)The amounts in column (e) represent the aggregate grant date fair value computed in accordance with authoritative accounting guidance of PSU awards under our 2014 Plan, without regard to estimated forfeitures related to service-based vesting conditions. For the 2017 PSU grants, the calculations reflect an accounting value of 112.8 percent of the target value; for 2016 grants, 102.1 percent of the target value; and for 2015 grants, 114.6 percent of the target value. Assumptions used in the calculation of the amounts in column (e) are described in Note 11 to our audited financial statements for the fiscal year ended December 31, 2017 included in our 2017 Form10-K. The maximum value of the 2017 PSU awards, excluding dividends, is as follows: Mr. Baxter — $8,923,889; Mr. Lyons — $2,976,635; Mr. Mark — $1,987,491; Mr. Moehn — $2,199,855 and Mr. Nelson — $1,811,465. Valuations are based on $58.99 per share, the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2017.

The amounts reported for PSU award grants in column (e) do not reflect actual compensation realized by the NEOs and are not a guarantee of the amount that the NEO will actually receive from the grant of the PSU awards. The actual compensation realized by the NEOs will be based upon the share price of Ameren’s Common Stock at payout. The PSUP performance periods for the 2016 and 2017 grants will not end until December 31, 2018 and December 31, 2019, respectively, and, as such, the actual value, if any, of the PSU awards will generally depend on the Company’s achievement of certain market performance measures during these periods. For information regarding the terms of the awards, the description of vesting conditions, and the criteria for determining the amounts payable, including 2015 PSU awards granted for each NEO, see “— COMPENSATION DISCUSSIONAND ANALYSIS.”

(4)None of the NEOs received any option awards in 2017, 2016 or 2015.

(5)Represents payouts for performance under the applicable year’s EIP. See “— COMPENSATION DISCUSSIONAND ANALYSIS” for a discussion of how amounts were determined for 2017.

68    Ameren Corporation2018 Proxy Statement

and/or its subsidiaries. Mr. Lyons was elected Chairman of the Company effective November 2, 2023; he was elected President and Chief Executive Officer of the Company effective January 1, 2022, and he previously served as Chairman and President of Ameren Missouri. Mr. Birk and Ms. Nwamu were not NEOs at the Company in 2021. Mr. Singh was not an NEO at the Company in 2022 or 2021.

​
(2)
Cash compensation received by each NEO for fiscal years 2023, 2022 and 2021 is found in the Salary or Non-Equity Incentive Plan Compensation column of this table. The amounts paid under the STIP, which would generally be considered “bonus” awards, are found under Non-Equity Incentive Plan Compensation in column (f).
​
(3)
The amounts in column (e) represent the aggregate grant date fair value, as computed in accordance with authoritative accounting guidance, of PSU and RSU awards under the 2022 Plan or 2014 Plan, as applicable, without regard to estimated forfeitures related to service-based vesting conditions. For the PSU grants based on TSR, the calculations reflect an accounting value of 107.5 percent of the target value for the 2023 grants, 105.7 percent of the target value for the 2022 grants, and 111.6 percent of the target value for the 2021 grants. For Mr. Moehn’s November 1, 2023 performance-based RSU special award, the calculations reflect an accounting value of 102.9 percent of the target value of the award. For the PSU grants based on the Clean Energy Transition metric and the RSU grants, the calculations reflect an accounting value equal to the closing price of Ameren’s common stock as of the last trading day preceding the grant date. Assumptions used in the calculation of the amounts in column (e) with respect to the PSU and RSU awards are described in Note 11 to our audited financial statements for the fiscal year ended December 31, 2023, included in our 2023 Form 10-K. For Mr. Moehn’s November 1, 2023 performance-based RSU special award, assumptions used in the calculation of the amount included in column (e) include a fair value of units awarded of $76.84, five year risk-free rate of 4.67 percent Ameren’s common stock volatility of 25.74 percent, and volatility range for the peer group of 24.16 percent to 32.18 percent. The aggregate value of the 2023 PSU, RSU, and performance-based RSU special awards, calculated assuming maximum performance and excluding dividends, is as follows: Mr. Lyons — $8,773,406; Mr. Moehn — $10,944,207; Mr. Birk — $2,098,753; Ms. Nwamu — $1,782,618; and Mr. Singh — $1,861,739.
​
The amounts reported for award grants in column (e) do not reflect actual compensation realized by the NEOs and are not a guarantee of the amount that the NEO will actually receive from the grant of the awards. The actual compensation realized by the NEOs will be based upon the share price of Ameren’s common stock at payout. The performance periods for the annual 2022 and 2023 grants and Mr. Moehn’s 2023 performance-based RSU grant will not end until December 31, 2024, December 31, 2025, and October 31, 2028, respectively, and, as such, the actual
​76​​Ameren Corporation

  EXECUTIVE COMPENSATION  

​

(6)Amounts shown in column (h) are the sum of (1) the increase in the actuarial present value of each NEO’s accumulated benefit under all defined benefit and actuarial pension plans (including the SRP) from December 31 of the prior fiscal year to December 31 of the applicable fiscal year and (2) the above-market portion of interest determined in accordance with SEC disclosure rules as the difference between the interest credited at the rate in the Company’s deferred compensation plan and interest that would be credited at 120 percent of the AFR published by the Internal Revenue Service (“IRS”) and calculated as of January 1, 2017, for the year ended December 31, 2017, as of January 1, 2016, for the year ended December 31, 2016 and as of January 1, 2015 for the year ended December 31, 2015. The table below shows the allocation of these amounts for each NEO. For 2017, the applicable interest rate for the deferred compensation plan was 5.49 percent for amounts deferred prior to January 1, 2010 and 2.72 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 3.31 percent published by the IRS and calculated as of January 2017. For 2016, the applicable interest rate for the deferred compensation plan was 5.81 percent for amounts deferred prior to January 1, 2010 and 3.13 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 3.18 percent published by the IRS and calculated as of January 2016. For 2015, the applicable interest rate for the deferred compensation plan was 6.35 percent for amounts deferred prior to January 1, 2010 and 3.29 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 3.21 percent published by the IRS and calculated as of January 2015.

Name

 

    

Year

 

     

Pension Plan
Increase
($)

 

     

Deferred Compensation
Plan Above-Market
Interest

($)

 

Baxter

     2017      598,542     30,488
     2016      503,989     34,763
     2015      131,637     39,027

Lyons

     2017      353,722     –
     2016      292,887     –
     2015      51,918     –

Mark

     2017      208,323     14,320
     2016      183,493     16,328
     2015      65,446     18,331

Moehn

     2017      260,878       7,801
     2016      216,316       8,895
     2015      43,005       9,986

Nelson

     2017      248,254       7,773
     2016      222,181       8,863
      2015      45,259       9,950
For assumptions and methodology regarding the determination of pension values, please refer to the footnotes under the Pension Benefits Table.

(7)The amounts in column (i) reflect matching contributions allocated by the Company to each NEO pursuant to the Company’s 401(k) savings plan, which is available to all salaried employees, and the cost of insurance premiums paid by the Company with respect to term life insurance, which amount each NEO is responsible for paying income tax. In 2017, the Company’s 401(k) matching contributions, including the 401(k) Restoration Benefit as described in “— NONQUALIFIED DEFERRED COMPENSATION — Executive Deferred Compensation Plan Participation” below, for each of the NEOs were as follows: Mr. Baxter — $102,960; Mr. Lyons — $54,068; Mr. Mark — $41,220; Mr. Moehn — $40,365; Mr. Nelson — $23,230. In 2017, the Company’s cost of insurance premiums for the NEOs were as follows: Mr. Baxter — $10,722; Mr. Lyons — $6,348; Mr. Mark — $12,736; Mr. Moehn — $3,769; Mr. Nelson — $10,271. In 2017, the amount in column (i) for Mr. Baxter also includes the costs for tax and financial planning services — $10,000; charitable contribution matching grants —$1,500; and ticket and related event expenses — $1,775.

Ameren Corporation2018 Proxy Statement    69

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Executive Compensation Matters
value, if any, of the awards will generally depend on the Company’s achievement of certain performance measures during these periods. For information regarding the terms of the awards, the description of vesting conditions, and the criteria for determining the amounts payable, including with respect to the 2021 PSU awards granted to each then-serving NEO, other than Mr. Singh, see “— COMPENSATION DISCUSSION AND ANALYSIS.”
(4)
Represents payouts for performance under the applicable year’s short-term incentive award program. See “— COMPENSATION DISCUSSION AND ANALYSIS” for a discussion of how amounts were determined for 2023.
​
(5)
Amounts shown in column (g) are the sum of (1) the increase (if any) in the actuarial present value of each NEO’s accumulated benefit under all defined benefit pension plans (including the SRP) from December 31 of the prior fiscal year to December 31 of the applicable fiscal year and (2) the above-market portion of interest determined in accordance with SEC disclosure rules as the difference between the interest credited at the rate in the Company’s deferred compensation plan and interest that would be credited at 120 percent of the AFR published by the Internal Revenue Service (“IRS”) and calculated as of December 2022, for the year ended December 31, 2023, as of December 2021, for the year ended December 31, 2022 and as of December 2020 for the year ended December 31, 2021. The table below shows the allocation of these amounts for each NEO. For 2023, the applicable interest rate for the deferred compensation plan was 5.90 percent for amounts deferred prior to January 1, 2010 and 5.22 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 5.22 percent published by the IRS and calculated as of December 2022. For 2022, the applicable interest rate for the deferred compensation plan was 4.01 percent for amounts deferred prior to January 1, 2010 and 2.28 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 2.28 percent published by the IRS and calculated as of December 2021. For 2021, the applicable interest rate for the deferred compensation plan was 3.81 percent for amounts deferred prior to January 1, 2010 and 1.58 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 1.58 percent published by the IRS and calculated as of December 2020.
​
Name​​Year​​Pension Plan
Increase
($)		​​Deferred Compensation
Plan Above-Market
Interest
($)		​
Lyons​​​​2023​​​​​763,434​​​​​—​​
​​​2022​​​​​(810,311)​​​​​—​​
​​​2021​​​​​231,240​​​​​—​​
Moehn​​​​2023​​​​​505,277​​​​​3,260​​
​​​2022​​​​​(751,962)​​​​​7,980​​
​​​2021​​​​​193,311​​​​​9,909​​
Birk​​​​2023​​​​​364,834​​​​​4,404​​
​​​2022​​​​​(451,985)​​​​​10,781​​
Nwamu​​​​2023​​​​​238,541​​​​​—​​
​​​2022​​​​​(119,091)​​​​​—​​
Singh​​​​2023​​​​​110,328​​​​​—​​
For assumptions and methodology regarding the determination of pension values, please refer to the footnotes under the Pension Benefits Table.
(6)
The amounts in column (h) reflect required employer contributions allocated by the Company to each NEO pursuant to the Company’s 401(k) savings plan, which is available to all eligible employees, and the cost of insurance premiums paid by the Company with respect to term life insurance, which amount each NEO is responsible for paying income tax. In 2023, the Company’s 401(k) employer contributions, including the 401(k) Restoration Benefit as described in “— NONQUALIFIED DEFERRED COMPENSATION — Executive Deferred Compensation Plan Participation” below, for each of the NEOs were as follows: Mr. Lyons — $138,276; Mr. Moehn — $80,865; Mr. Birk — $57,488; Ms. Nwamu — $14,850; and Mr. Singh — $36,788. In 2023, the Company’s costs of insurance premiums for the NEOs were as follows: Mr. Lyons — $12,767; Mr. Moehn — $9,526; Mr. Birk — $12,747; Ms. Nwamu — $6,587; and Mr. Singh — $7,282. In 2023, the amount in column (h) also includes costs for tax and financial planning services for Messrs. Lyons, Moehn and Singh and Ms. Nwamu; charitable matching grants for Ms. Nwamu; ticket and related event expenses for Messrs. Lyons, Moehn and Singh and Ms. Nwamu; a portion of the dues for a club membership used primarily for business purposes by Messrs. Lyons and Moehn; and, for Mr. Singh, relocation expenses paid in 2023 and a tax gross-up payment with respect to 2022 and 2023 relocation expenses of $32,611.
​
​2024 Proxy Statement​​77

  EXECUTIVE COMPENSATION  

​

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Executive Compensation Matters
The following table provides additional information with respect to stock-based awards granted in 2017,2023, the value of which was provided in the Stock Awards column of the Summary Compensation Table with respect to 20172023 grants, and with respect to the potential range of payouts associated with the 2017 EIP.

GRANTS2023 STIP.

GRANTS OF PLAN-BASED AWARDS TABLE

        Estimated Future Payouts
UnderNon-Equity Incentive
Plan
Awards(2)		  Estimated Future Payouts
Under Equity Incentive Plan
Awards(3)		  

All Other
Stock Awards:
Number of
Shares of Stock
or Units
(#)

(i)

 

  

All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#)

(j)

  

Exercise or
Base Price of
Option
Awards(4)
($/Sh)

(k)

  

Grant Date

Fair Value

of Stock
and Option
Awards(5)
($)

(l)

 

Name

  (a)

 Grant Date(1)
(b)		  Committee
Approval
Date(1)		  

Threshold

($)

(c)

  

Target

($)

(d)

  

Maximum

($)

(e)

  

Threshold

(#)

(f)

  

Target
(#)

(g)

  

Maximum
(#)

(h)

     

Baxter

          537,500   1,075,000   2,150,000   –   –   –   –   –   –   – 
  1/1/17   12/8/16      22,692   75,639   151,278   –   –   –   4,474,803 

Lyons

          248,250   496,500   993,000   –   –   –   –   –   –   – 
  1/1/17   12/8/16      7,569   25,230   50,460   –   –   –   1,492,607 

Mark

          164,775   329,550   659,100   –   –   –   –   –   –   – 
  1/1/17   12/8/16      5,054   16,846   33,692   –   –   –   996,609 

Moehn

          172,250   344,500   689,000   –   –   –   –   –   –   – 
  1/1/17   12/8/16      5,594   18,646   37,292   –   –   –   1,103,097 

Nelson

          159,575   319,150   638,300   –   –   –   –   –   –   – 
   1/1/17   12/8/16               4,606   15,354   30,708   –   –   –   908,343 

(1)The 2017 PSU target awards were approved by the Committee on December 8, 2016 and, in accordance with authoritative accounting guidance, granted on January 1, 2017. See “— COMPENSATION DISCUSSIONAND ANALYSIS” for a discussion of the timing of various pay decisions.

(2)The amounts shown in column (c) reflect the threshold payment level under the 2017 EIP which is 50 percent of the target amount shown in column (d). The amount shown in column (e) is 200 percent of such target amount. See “— COMPENSATION DISCUSSIONAND ANALYSIS” for information regarding the performance-based conditions.

(3)For each NEO, the amounts shown (denominated in shares of Common Stock) in column (f) reflect the threshold 2017 PSU award grant which is 30 percent of the target amount shown in column (g). The amount shown in column (h) is 200 percent of such target amount. See “— COMPENSATION DISCUSSIONAND ANALYSIS” for information regarding the terms of the awards, the description of performance-based vesting conditions and the criteria for determining the amounts payable.

(4)None of the NEOs received any option awards in 2017.

(5)For each NEO, the amount represents the grant date fair value of the 2017 PSU awards determined in accordance with authoritative accounting guidance (including FASB ASC Topic 718), excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are referenced in footnote 3 to the Summary Compensation Table. There is no guarantee that, if and when the 2017 PSU awards vest, they will have this value.

NARRATIVE DISCLOSURETO SUMMARY COMPENSATION TABLEAND GRANTSOF PLAN-BASED AWARDS TABLE

PLAN-BASED AWARDS TABLE

​​​​​​​​​​​​​​​
Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards(2)
​​
Estimated Future Payouts
Under Equity Incentive Plan
Awards(3)
​​
All Other
Stock Awards:
Number of
Shares of Stock
or Units(4)
(#)
(i)
​​
Grant Date
Fair Value
of Stock
and Option
Awards(5)
($)
(j)
​
Name
(a)		​​
Grant
Date(1)
(b)
​​
Committee
Approval
Date(1)
​​Threshold
($)
(c)		​​Target
($)
(d)		​​Maximum
($)
(e)		​​Threshold
(#)
(f)		​​Target
(#)
(g)		​​Maximum
(#)
(h)		​
Lyons​​​​—​​​​​—​​​​​720,000​​​​​1,440,000​​​​​2,880,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2/9/23​​​​​2/9/23​​​​​—​​​​​—​​​​​—​​​​​20,250​​​​​40,499​​​​​80,998​​​​​17,356​​​​​5,121,903​​
Moehn​​​​—​​​​​—​​​​​350,625​​​​​701,250​​​​​1,402,500​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2/9/23​​​​​2/9/23​​​​​—​​​​​—​​​​​—​​​​​10,319​​​​​20,637​​​​​41,274​​​​​8,844​​​​​2,609,955​​
​​​11/1/23​​​​​10/12/23​​​​​—​​​​​—​​​​​—​​​​​49,123​​​​​65,497​​​​​81,871​​​​​​​​​​​5,178,849​​
Birk​​​​—​​​​​—​​​​​244,000​​​​​488,000​​​​​976,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2/9/23​​​​​2/9/23​​​​​—​​​​​—​​​​​—​​​​​4,844​​​​​9,688​​​​​19,376​​​​​4,152​​​​​1,225,254​​
Nwamu​​​​—​​​​​—​​​​​219,800​​​​​439,600​​​​​879,200​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/9/23​​​​​2/9/23​​​​​​​​​​​​​​​​​​​​​​​4,115​​​​​8,229​​​​​16,458​​​​​3,526​​​​​1,040,671​​
Singh​​​​—​​​​​—​​​​​234,000​​​​​468,000​​​​​936,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2/9/23​​​​​2/9/23​​​​​—​​​​​—​​​​​—​​​​​4,297​​​​​8,594​​​​​17,188​​​​​3,683​​​​​1,086,882​​
​
(1)
See “— COMPENSATION DISCUSSIONCOMPENSATION DISCUSSION AND ANALYSIS” ANALYSIS” for a discussion of the timing of various pay decisions.
​
(2)
The amounts shown in column (c) reflect the threshold payment level under the 2023 STIP, which is 50 percent of the target amount shown in column (d). The amount shown in column (e) is 200 percent of such target amount. See “— COMPENSATION DISCUSSION AND ANALYSIS” for information regarding the performance-based conditions.
​
(3)
For each NEO, the amounts shown (denominated in shares of common stock) in column (f) reflect the threshold 2023 PSU award grant, which is 50 percent of the target amount shown in column (g), and the amount shown in column (h) is 200 percent of such target amount. In addition, for Mr. Moehn, the amounts shown (denominated in shares of common stock) include the November 1, 2023 performance-based RSU special award; the amount shown in column (f) for such award reflects the threshold award grant, which is 75 percent of the target amount shown in column (g), and the amount shown in column (h) for such award is 125 percent of such target amount. See “— COMPENSATION DISCUSSION AND ANALYSIS” for information regarding the terms of the awards, the description of performance-based vesting conditions and the criteria for determining the amounts payable. 2023 PSU awards and the performance-based RSU special award were granted under the 2022 Plan.
​
(4)
For each NEO, the amounts shown in column (i) reflect the February 9, 2023 RSU awards.
​
(5)
For each NEO, the amount represents the grant date fair value of the 2023 awards determined in accordance with authoritative accounting guidance (including FASB ASC Topic 718), excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are referenced in footnote 3 to the Summary Compensation Table. There is no guarantee that, if and when the 2023 awards vest, they will have this value.
​
​78​​Ameren Corporation​
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Executive Compensation Matters
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
See “— COMPENSATION DISCUSSION AND ANALYSIS” for further information relating to each NEO regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table and for discussions regarding officer stock ownership requirements, dividends paid on equity awards and allocations between short-term and long-term compensation.

70    Ameren Corporation2018 Proxy Statement

  EXECUTIVE COMPENSATION  

The following table provides information regarding the outstanding equity awards held by each of the NEOs as of December 31, 2017.

OUTSTANDING EQUITY AWARDS2023.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

  Option Awards(1) Stock Awards 

Name

  (a)

 Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(b)		 Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(c)		 Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)		 Option
Exercise
Price
($)
(e)		 Option
Expiration
Date
(f)		 Number of
Shares or
Units of Stock
That Have
Not Vested(2)
(#)
(g)		 Market
Value of
Shares or
Units of
Stock That
Have
Not Vested(3)
($)
(h)		 Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested(4)
(#)
(i)		 Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned
Shares,
Units, or Other
Rights That Have
Not Vested(5)
($)
(j)		 

Baxter

 – – – – – 141,632 8,354,872 336,422  19,845,534 

Lyons

 – – – – –   45,816 2,702,686 113,894  6,718,607 

Mark

 – – – – –   31,381 1,851,165   76,032  4,485,128 

Moehn

 – – – – –   33,385 1,969,381   84,137  4,963,242 

Nelson

 – – – – –   30,268 1,785,509   69,654  4,108,889 

FISCAL YEAR-END TABLE
​​​Stock Awards​
Name
(a)		​​
Number
of Shares
or Units of
Stock That
Have Not
Vested(1)
(#)
(g)
​​
Market Value
of Shares or
Units of Stock
That Have Not
Vested(2)
($)
(h)
​​
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested(3)
(#)
(i)
​​
Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other Rights
That Have Not
Vested(4)
($)
(j)
​
Lyons​​​​58,893​​​​​4,260,320​​​​​54,764​​​​​3,961,628​​
Moehn​​​​42,315​​​​​3,061,067​​​​​95,462​​​​​6,905,722​​
Birk​​​​13,674​​​​​989,177​​​​​13,391​​​​​968,705​​
Nwamu​​​​24,097​​​​​1,743,177​​​​​12,046​​​​​871,408​​
Singh​​​​12,457​​​​​901,139​​​​​9,196​​​​​665,240​​
​
(1)
For each NEO, the amount shown represents the 2021 PSU award grant at the 78 percent performance level based on TSR and 55.6 percent performance level based on the Clean Energy Transition metric, and the 2021, 2022, and 2023 RSU award grants (including the May 12, 2022 RSU retention award for Ms. Nwamu, and the July 1, 2022 RSU sign-on awards for Mr. Singh). The 2021 PSU and RSU awards for such NEOs vested as of February 29, 2024. The February 2022 and 2023 RSU awards will vest as of February 28, 2025, and February 28, 2026, respectively; the May 12, 2022 RSU retention award will vest as of May 11, 2025, and the July 1, 2022 RSU sign-on awards will vest in equal installments as of February 29, 2024, and February 28, 2025. RSU award vesting is contingent upon continued employment of the NEO through the vesting period. See “— COMPENSATION DISCUSSION AND ANALYSIS — Long-Term Incentive Compensation” for a discussion of the LTIP program.
​
(2)
Valuations are based on $72.34 per share, the closing price of Ameren common stock on the NYSE as of December 29, 2023. See “— COMPENSATION DISCUSSION AND ANALYSIS — Long-Term Incentive Compensation — 2021 PSU Awards Vesting” for a discussion of the amounts actually earned with respect to the 2021 PSU awards.
​
(3)
For each NEO, the amount shown represents the 2022 and 2023 PSU award grants assuming achievement of the maximum performance goals for the PSU awards based on the Clean Energy Transition metric, and the threshold performance goal for the 2022 and 2023 PSU award based on the TSR metric. The 2022 and 2023 PSU awards will vest, subject to Ameren achieving the required performance threshold and continued employment of the NEO, as of February 28, 2025 and February 28, 2026, respectively. In addition, for Mr. Moehn, the amount shown includes the 2023 performance-based RSU award, assuming achievement of the threshold performance goal. The performance-based RSU award will vest, subject to Mr. Moehn’s continued employment through the payment date and, in the case of vesting above threshold performance, Ameren achieving the applicable performance goal, as of October 31, 2028. See “— COMPENSATION DISCUSSION AND ANALYSIS — Long-Term Incentive Compensation.” There is no guarantee that such amounts will ultimately be earned by participants.
​
(4)
Valuations are based on $72.34 per share, the closing price of Ameren common stock on the NYSE as of December 29, 2023. There is no guarantee that such amounts will ultimately be earned by participants.
​
(1)​None of the NEOs hold any options to purchase shares of Common Stock.2024 Proxy Statement​​79​

(2)For each NEO, the amount shown represents the 2015 PSU award grant at the 162.5 percent performance level. The 2015 PSU awards for such NEOs vested as of February 28, 2018. See “— COMPENSATION DISCUSSIONAND ANALYSIS —Long-Term Incentive Compensation” for a discussion of the PSU program.

(3)Valuations are based on $58.99 per share, the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2017. See “— COMPENSATION DISCUSSIONAND ANALYSIS —Long-Term Incentive Compensation,Performance Share Unit Program (“PSUP”),2015 PSU Awards Vesting” for a discussion of the amounts actually paid with respect to the 2015 PSU awards.

(4)For each NEO, the amount shown represents 2016 and 2017 PSU award grants assuming achievement of the maximum performance goals. The 2016 and 2017 PSU awards will vest, subject to Ameren achieving the required performance threshold and continued employment of the NEO, as of February 28, 2019 and February 29, 2020, respectively. See “— COMPENSATION DISCUSSIONAND ANALYSIS —Long-Term Incentive Compensation,Performance Share Unit Program (“PSUP”).” There is no guarantee that such amounts will ultimately be earned by participants.

(5)The dollar value of the 2016 and 2017 PSU awards assumes achievement of the maximum performance goals for such awards. Valuations are based on $58.99 per share, the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2017. There is no guarantee that such amounts will ultimately be earned by participants.

TABLE OF CONTENTS
Executive Compensation Matters
The following table provides the amounts received upon exercise of options or similar instruments or the vesting of stock or similar instruments during the most recent fiscal year.

OPTION EXERCISESAND STOCK VESTED TABLE

   Option Awards(1)  Stock Awards(2) 

Name

  (a)

  Number of Shares
Acquired on Exercise
(#)
(b)		  Value Realized
on Exercise
($)
(c)		  

Number of Shares

Acquired on Vesting

(#)

(d)

  

Value Realized

on Vesting
($)
(e)

 

Baxter

  –  –  0   0 

Lyons

  –  –  0   0 

Mark

  –  –  0   0 

Moehn

  –  –  0   0 

Nelson

  –  –  0   0 

(1)None of the NEOs hold any options to purchase
STOCK VESTED TABLE
​​​Stock Awards​
Name
(a)		​​
Number of Shares
Acquired on Vesting(1)
(#)
(d)
​​
Value Realized
on Vesting(2)
($)
(e)
​
Lyons​​​​71,616​​​​​5,760,220​​
Moehn​​​​67,747​​​​​5,449,025​​
Birk​​​​11,025​​​​​911,878​​
Nwamu​​​​18,062​​​​​1,493,908​​
Singh​​​​—​​​​​—​​
​
(1)
For each NEO, the amount shown represents 2020 PSU and RSU award grants vested as of February 28, 2023, as well as the 2020 retention awards for Messrs. Lyons and Moehn, which vested and were paid as of October 2, 2023. During the three-year period for the 2020 PSU and RSU awards ending December 31, 2022, and the three-year period for the 2020 Lyons and Moehn RSU retention awards ending September 17, 2023, such NEOs were credited with dividend equivalents on these award grants, which represented the right to receive shares of Common Stock.

(2)For each of the NEOs, there were no vestings during the most recent fiscal year. See “— COMPENSATION DISCUSSIONAND ANALYSIS —Long-Term Incentive Compensation” for a discussion of amounts paid with respect to the 2015 PSU awards for the performance period ended December 31, 2017, which vested on February 28, 2018.

Ameren Corporation2018 Proxy Statement    71

common stock measured by the dividend payable with respect to the corresponding number of shares underlying the awards. Dividend equivalents on 2020 PSU and RSU awards accrued at target levels and were reinvested into additional 2020 PSUs and RSUs throughout the three-year period. Dividend equivalents are only earned to the extent that the underlying PSU and RSU award is earned. The number of 2020 PSUs and RSUs ultimately earned by each NEO, including through dividend reinvestment (PSU awards based on the TSR metric were earned at 200 percent of the target level and PSU awards based on the Clean Energy metric were earned at 95 percent of the target level) was as follows: Mr. Lyons — 5,465 units; Mr. Moehn — 5,170 units; Mr. Birk — 830 units; and Ms. Nwamu — 1,359 units.

  EXECUTIVE COMPENSATION  

PENSION BENEFITS

​

(2)
The value of the vested 2020 PSUs and RSUs is based on the closing price of $82.71 per share of Ameren common stock on the NYSE as of February 28, 2023, the date the 2020 PSU and RSU awards vested. The value of the vested 2020 RSU retention awards for Messrs. Lyons and Moehn is based on the closing price of $74.83 per share of Ameren common stock on the NYSE as of September 29, 2023, the date used to calculate the payment of the 2020 Lyons and Moehn RSU retention awards upon vesting.
​
Pension Benefits
The table below provides the actuarial present value of the NEO’s accumulated benefits under the Company’s retirement plans and the number of years of service credited to each NEO under these plans.

PENSION BENEFITS TABLE

  Name
  (a)		 

Plan Name

(b)

    

Number of
Years Credited
Service(1)
(#)

(c)

    

Present Value of
Accumulated
Benefit(2)(3)
($)

(d)

    

 Payments During 

Last  Fiscal
Year(4)
($)

(e)

Baxter

 

1) Retirement Plan

    22       653,704    –
 

2) SRP

    22    2,340,826    –

Lyons

 

1) Retirement Plan

    16       578,569    –
 

2) SRP

    16    1,128,330    –

Mark

 

1) Retirement Plan

    15       606,793    –
 

2) SRP

    15       752,558    –

Moehn

 

1) Retirement Plan

    17       575,072    –
 

2) SRP

    17       636,432    –

Nelson

 

1) Retirement Plan

    22       905,026    –
  

2) SRP

    22       906,585    –

PENSION BENEFITS TABLE
Name
(a)		​​Plan Name
(b)		​​
Number of
Years Credited
Service(1)
(#)
(c)
​​
Present Value of
Accumulated
Benefit(2)(3)
($)
(d)
​​
Payments During
Last Fiscal
Year(4)
($)
(e)
​
Lyons​​1) Retirement Plan​​​​22​​​​$873,522​​​​​—​​
​2) SRP​​​​22​​​​$2,599,145​​​​​—​​
Moehn​​1) Retirement Plan​​​​23​​​​$827,667​​​​​—​​
​2) SRP​​​​23​​​​$1,585,211​​​​​—​​
Birk​​1) Retirement Plan​​​​38​​​​$1,108,421​​​​​—​​
​2) SRP​​​​38​​​​$964,573​​​​​—​​
Nwamu​​1) Retirement Plan​​​​7​​​​$253,173​​​​​—​​
​2) SRP​​​​7​​​​$493,050​​​​​—​​
Singh​​1) Retirement Plan​​​​1​​​​$67,401​​​​​—​​
​2) SRP​​​​1​​​​$70,176​​​​​—​​
​
(1)
Years of credited service are not used for purposes of calculating the NEOs’ balances under these plans.
​
(2)
Represents the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan (defined below) and the SRP as of December 31, 2023. See Note 10 to our audited consolidated financial statements for the year ended December 31, 2023 included in our 2023 Form 10-K for an explanation of the valuation method and all material assumptions applied in quantifying the present value of the accumulated
​
(1)​Years of credited service are not used for purposes of calculating the NEOs’ balances under these plans.80​​Ameren Corporation​

(2)Represents the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan (defined below) and the SRP as of December 31, 2017. See Note 10 to our audited consolidated financial statements for the year ended December 31, 2017 included in our 2017 Form10-K for an explanation of the valuation method and all material assumptions applied in quantifying the present value of the accumulated benefit. The calculations were based on retirement at the plan normal retirement age of 65, included nopre-retirement decrements in determining the present value, used a 60 percent lump sum / 40 percent annuity payment form assumption, and used the plan valuation mortality assumptions after age 65(RP-2017 mortality projected generationally by ScaleMP-2017). Cash balance accounts were projected to age 65 using the 2017 plan interest crediting rate of 5 percent.

(3)
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benefit. The calculations assumed that each officer will remain an active employee until, and will retire at, the plan normal retirement age of 65. The calculations included no pre-retirement decrements in determining the present value, used a 30 percent lump sum / 70 percent annuity payment form assumption, and used the plan valuation mortality assumptions after age 65 (PRI-2012 mortality projected generationally by Scale MP-2020). Cash balance accounts were projected to age 65 using the 2023 plan interest crediting rate of 5.43 percent.
(3)
The following table provides the Cash Balance Account Lump Sum Value for accumulated benefits relating to the NEOs under the cash balance account under the Retirement Plan and the SRP as of December 31, 2023 as an alternative to the presentation of the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan and the SRP as of December 31, 2023.
​
Name​​Plan Name​​Cash Balance Account
Lump Sum Value for accumulated benefits relating to the NEOs under the cash balance account under the Retirement Plan and the SRP at December 31, 2017 as an alternative to the presentation of the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan and the SRP as of December 31, 2017.


($)		​
  NameLyons​Plan Name​

 Cash Balance Account 

Lump Sum Value
($)

Baxter

1) Retirement Plan

​   482,236​710,710​
​

2) SRP

​1,726,823​​​2,128,866​​

Lyons

Moehn		​

​

1) Retirement Plan

​   391,334​675,469​
​

2) SRP

​   763,183​​​1,304,199​​

Mark

Birk		​

​

1) Retirement Plan

​   493,155​914,181​
​

2) SRP

​   611,622​​​800,074​​

Moehn

Nwamu		​

​

1) Retirement Plan

​   374,989​198,858​
​

2) SRP

​   415,001​​​390,865​​

Nelson

Singh		​

​

1) Retirement Plan

​   710,996​54,092​
​

2) SRP

​   712,220​​​56,780​​

(4)All NEOs are active and were not eligible for payments prior to December 31, 2017.

​
(4)
All NEOs are active and were not eligible for payments prior to December 31, 2023.
​
Ameren Retirement Plan

Retirement benefits for the NEOs fall under the Benefits for Salaried Employees (the “Cash Balance Account”). Most salaried employees of Ameren and its subsidiaries, including the NEOs, earn benefits in the Cash Balance Account under the Ameren Retirement Plan (the “Retirement Plan”) immediately upon employment. Benefits become vested after three years of service.

72    Ameren Corporation2018 Proxy Statement

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On an annual basis, a bookkeeping account in a participant’s name is credited with an amount equal to a percentage of the participant’s pensionable earnings for the year. Pensionable earnings include base salary and annual EIPSTIP compensation, which are equivalent to amounts shown in columns (c) and (g)(f) in the Summary Compensation Table. The applicable percentage is based on the participant’s age as of December 31 of that year.

Participant’s Age

on December 31		​

​

Regular Credit for


Pensionable Earnings*

​
Less than 30​3%​​​3%​​
30 to 3439​4%​​​4%​​
35 to 394%
40 to 44​5%​​​5%​​
45 to 49​6%​​​6%​​
50 to 54​7%​​​7%​​
55 and over​8%​​​8%​​
*An additional regular credit of three percent is received for pensionable earnings above the Social Security wage base.

​
*
An additional regular credit of three percent is received for pensionable earnings above the Social Security wage base.
​
These accounts also receive interest credits based on the average yield forone-year U.S. Treasury constant maturity for the previous October, plus one percent. The minimum interest credit is five percent.

Effective January 1, 2001, an enhancement account was added that provides a $500 additional credit at the end of each year.

The normal retirement age under the Cash Balance Account structure and the SRP is 65. Neither the Cash Balance Account structure nor the SRP contains provisions for crediting extra years of service or for early retirement. When a participant terminates employment (including as a result of retirement), the amount credited to the participant’s account is converted to an annuity or paid to the
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participant in a lump sum. The participant can also choose to defer distribution, in which case the account balance is credited with interest at the applicable rate until the future date of distribution.

Ameren Supplemental Retirement Plan

In certain cases, pension benefits under the Retirement Plan are reduced to comply with maximum limitations imposed by the IRC. The SRP is maintained by Ameren to provide for a supplemental benefit equal to the difference between the benefit that would have been paid if such IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations. Any NEO whose pension benefits under the Retirement Plan would exceed IRC limitations is eligible to participate in the SRP. The SRP is unfunded and is not a qualified plan under the IRC.

There is no offset under either the Retirement Plan or the SRP for Social Security benefits or other offset amounts.

Ameren Corporation2018 Proxy Statement    73

  EXECUTIVE COMPENSATION  

NONQUALIFIED DEFERRED COMPENSATION

Nonqualified Deferred Compensation

The following table discloses contributions, earnings and balances under the nonqualified deferred compensation plan for each NEO.

NONQUALIFIED DEFERRED COMPENSATION TABLE

  Name
  (a)		  Executive
Contributions
in 2017(1)
($)
(b)		   Company
Contributions
in 2017(2)
($)
(c)		   Aggregate
Earnings  in
2017(3)
($)
(d)		   Aggregate
Withdrawals/
Distributions
($)
(e)		   Aggregate
Balance  at
12/31/17(4)
($)
(f)		 

Baxter

   121,080    90,810    308,317    –    2,977,338 

Lyons

   55,890    41,918    112,373    –    810,515 

Mark

   163,321    29,070    120,013    –    2,000,400 

Moehn

   77,484    28,215    110,777    –    1,083,523 

Nelson

   11,080    11,080    38,195    –    600,126 

NONQUALIFIED DEFERRED COMPENSATION TABLE
Name
(a)		​​
Executive
Contributions
in 2023(1)
($)
(b)
​​
Company
Contributions
in 2023(2)
($)
(c)
​​
Aggregate
Earnings in
2023(3)
($)
(d)
​​Aggregate
Withdrawals/​
Distributions
($)
(e)		​​
Aggregate
Balance at
12/31/23(4)
($)
(f)
​
Lyons​​​​164,568​​​​​123,426​​​​​273,087​​​​​—​​​​​2,260,458​​
Moehn​​​​150,060​​​​​66,015​​​​​354,603​​​​​—​​​​​2,902,749​​
Birk​​​​331,107​​​​​42,638​​​​​154,109​​​​​—​​​​​2,811,895​​
Nwamu​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Singh​​​​29,250​​​​​21,938​​​​​5,530​​​​​—​​​​​83,454​​
​
(1)
A portion of these amounts is also included in amounts reported for 2023 as “Salary” in column (c) of the Summary Compensation Table. These amounts also include a portion of amounts reported as “Non-Equity Incentive Plan Compensation” in our 2023 proxy statement representing compensation paid in 2023 for performance during 2022.
​
(2)
All of the Company matching contributions reported for each NEO are included in the amounts reported in column (h) of the Summary Compensation Table.
​
(3)
The dollar amount of aggregate interest earnings accrued during 2023. The above-market interest component of these amounts earned on deferrals made prior to January 1, 2010 with respect to plan years beginning on or prior to January 1, 2010 and for deferrals made prior to January 1, 2010 with respect to plan years beginning on or after January 1, 2011 is included in amounts reported in column (g) of the Summary Compensation Table. See footnote (5) to the Summary Compensation Table for the amounts of above-market interest. There are no above-market or preferential earnings on compensation deferred with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010.
​
(4)
The dollar amount of the total balance of each NEO’s account as of December 31, 2023, consists of the following elements:
​
Name​​Executive
Contributions
($)		​​Company
Matching
Contributions
($)		​​Interest
Earnings
($)		​​Total
($)		​​
Amount Previously
Reported as
Compensation in Prior
Years(1)
($)
​
Lyons​​​​906,059​​​​​679,545​​​​​674,854​​​​​2,260,458​​​​​1,297,610​​
Moehn​​​​1,261,263​​​​​448,379​​​​​1,193,107​​​​​2,902,749​​​​​1,253,886​​
Birk​​​​1,829,303​​​​​234,080​​​​​748,512​​​​​2,811,895​​​​​469,613​​
Nwamu​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Singh​​​​54,913​​​​​22,895​​​​​5,646​​​​​83,454​​​​​26,620​​
(1)​A portion of these amounts is also included in amounts reported for 2017 as “Salary” in column (c) of the Summary Compensation Table. These amounts also include a portion of amounts reported as“Non-Equity Incentive Plan Compensation” in our 2017 proxy statement representing compensation paid in 2017 for performance during 2016.82​​Ameren Corporation​

(2)All of the Company matching contributions reported for each NEO are included in the amounts reported in column (i) of the Summary Compensation Table.

(3)The dollar amount of aggregate interest earnings accrued during 2017. The above-market interest component of these amounts earned on deferrals made prior to January 1, 2010 with respect to plan years beginning on or prior to January 1, 2010 and for deferrals made prior to January 1, 2010 with respect to plan years beginning on or after January 1, 2011 is included in amounts reported in column (h) of the Summary Compensation Table. See footnote (6) to the Summary Compensation Table for the amounts of above-market interest. 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.

(4)The dollar amount of the total balance of the NEO’s account as of December 31, 2017 consists of the following elements:

  Name  Executive
Contributions
($)		   Company
Matching
Contributions
($)		   Interest
Earnings
($)		   Total
($)		   Amount Previously
Reported as
Compensation in Prior
Years(1)
($)		 

Baxter

   1,279,514    427,325    1,270,499    2,977,338    1,692,635 

Lyons

   343,176    257,382    209,957    810,515    502,750 

Mark

   1,240,700    147,540    612,160    2,000,400    816,711 

Moehn

   544,010    145,158    394,355    1,083,523    289,541 

Nelson

   228,947    84,363    286,816    600,126    196,330 

(1)Represents amounts previously reported as compensation to the NEO in the Summary Compensation Table of Ameren or its subsidiaries in previous years.

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Executive Compensation Matters
(1)
Represents amounts previously reported as compensation to the NEO in the Summary Compensation Table of Ameren or its subsidiaries in previous years.
​
Executive Deferred Compensation Plan Participation

Pursuant to an optional deferred compensation plan available to members of the Company’s management (the “Ameren Deferred Compensation Plan”), NEOs may annually choose to defer up to 50 percent (in one percent increments) of their salary and up to 10085 percent (in one percent increments or amounts in excess of a threshold) of cash incentive awards. There are no minimum dollar thresholds for deferrals. At the request of a participant, the Company may, in its discretion, waive the 50 percent limitation.

The

Effective January 1, 2010, the Ameren Deferred Compensation Plan aswas amended and restated, effective January 1, 2010 (the “Ameren Deferred Compensation Plan”), changedto change the interest crediting rates for deferrals made with respect to plan years commencing on and after January 1, 2010 and addedto add a 401(k) restoration benefit for eligible officers of Ameren whose total salary and short-term incentive award exceeds the limit on compensation in effect under the IRC. In October 2010, the Company adopted an amendment to the Ameren Deferred Compensation Plan was amended for plan years beginning on and after January 1, 2011 to, among other things, change the measurement period for the applicable interest rates to amounts deferred under such plan prior to January 1,

74    Ameren Corporation2018 Proxy Statement

  EXECUTIVE COMPENSATION  

2010 and clarify that matching contributions made under the plan are based upon all of a participant’s deferrals under the plan during a plan year. Pursuant to the Ameren Deferred Compensation Plan, amountsAmounts deferred (and interest attributable thereto), other than the 401(k) Restoration Benefit (as defined below), 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:

Calculation for Plan Year​​Deferral Date​​Rate​

Plan Years beginning on or
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 “Officers Deferred Plan Index Rate”) for the calendar year immediately preceding such plan year — for 20172023 such interest crediting rate was 5.495.90 percent​

Plan Years beginning on or
after January 1, 2010

​​Deferrals on and after
January 1, 2010		​​120 percent of the AFR for the December immediately preceding such plan year (the “Officers Deferred Plan Interest Rate”) — for 20172023 such interest crediting rate was 2.725.22 percent​

Under the Ameren Deferred Compensation Plan, upon

Upon a participant’s termination of employment with the Company and/or its subsidiaries prior to age 55 and after the occurrence of a “Change of Control” ​(as defined under “— Potential Payments upon Termination or Change of Control (as defined under “— OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS— Change of Control”Control” below) the balance in such participant’s deferral account, with interest as described in the table above, shall be distributed in a lump sum within 30 daysas soon as administratively practicable after the date the participant terminates employment.

The 401(k) Restoration Benefit allows eligible officersemployees of Ameren, including the NEOs, to also defer a percentage of salary and/or EIPSTIP awards in excess of the limit on compensation then in effect under the IRC (currently $270,000)($330,000 in 2023), in one percent increments, up to a maximum of six percent of total salary and EIPSTIP awards (a “401(k) Restoration Deferral,” together with Ameren’s 401(k) matching credit described below, the “401(k) Restoration Benefit”). Under the Ameren Deferred Compensation Plan, for amounts deferred by the participant under the Plan up to the IRC compensation limit, as well as amounts deferred as a 401(k) Restoration Deferral, Ameren credits each participating officer’sparticipant’s deferral account with a matching credit equal to 100 percent of the first three percent of deferred salary and EIPSTIP awards and 50 percent of the deferred remaining salary and EIP awards deferred by the participant, including a 401(k) Restoration Deferral.STIP awards. In general, eligible participants, including the NEOs, may direct the deemed investment of the 401(k) Restoration Benefit in accordance with the investment options that are generally available under Ameren’s 401(k) savings investment plan, except for the Ameren stock fund.

Ameren Corporation2018 Proxy Statement    75

  EXECUTIVE COMPENSATION  

As a result of the changes described in this section, no preferential or above-market earnings are paid pursuant to the Ameren Deferred Compensation Plan with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010. The investment returns for the funds available to NEOs under the Ameren Deferred Compensation Plan in 20172023 were as follows:

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Name of Fund​

​

Percentage

Rate of Return


(%)

​

Target 2020 Fund

11.71

Target 2025 Fund

​​13.88​​12.01​​

Target 2030 Fund

​​15.79​​14.26​​

Target 2035 Fund

​​17.64​​16.32​​

Target 2040 Fund

​​19.39​​18.31​​

Target 2045 Fund

​​20.45​​20.13​​

Target 2050 Fund

​​20.83​​21.27​​

Target 2055 Fund

​​20.78​​21.56​​

Target 2060 Fund

​​20.74​​21.61​​

Target 2065 Fund

​​​​21.64​​
Target Retirement Fund

​​10.19​​11.09​​

Large Cap Equity Index

​​21.88​​26.28​​

Large Cap Equity

​​27.29​​34.03​​

Small/Mid Cap Equity Index

​​16.83​​17.62​​

Small/Mid Cap Equity

​​22.45​​16.16​​

International Equity Index

​​28.23​​15.47​​

International Equity

​​31.16​​16.04​​

Bond Fund

​​4.23​​7.93​​

Bond Index Fund

​​3.64​​5.66​​

TIPS Bond Index Fund

​​3.20​​3.97​​

Stable Interest Income

​​1.63​​2.64​​

After the participant retires, the deferred amounts (and interest attributable thereto), other than the 401(k) Restoration Benefit, accrue interest as follows:

Calculation for Plan Year​​Deferral Date​​Rate​

Plan Years beginning on or
prior to January 1, 2010

​​Deferrals prior to
January 1, 2010		​​Average monthly Mergent’s Seasoned AAA Corporate Bond Yield Index rate (the “Officers Deferred Plan Base Index Rate”) for the calendar year immediately preceding such plan year — for 20172023 such interest crediting rate was 3.663.93 percent​

Plan Years beginning on or
after January 1, 2010

​​Deferrals on and after
January 1, 2010		​​Officers Deferred Plan Interest Rate — for 20172023 such interest crediting rate was 2.725.22 percent​

The plan compounds interest annually and the rate is calculated as of the first day of the plan year.

Distributions from the Ameren Deferred Compensation Plan will be paid in cash. A participant may choose to receive the deferred amounts at retirement in a single lump sum payment or in substantially equal

76    Ameren Corporation2018 Proxy Statement

  EXECUTIVE COMPENSATION  

installments over a period of 5, 10 or 15 years. In the event a participant terminates employment with the Company and its subsidiaries prior to age 55, the balance in such participant’s deferral account is distributable in a lump sum to the participant within 30 days ofas soon as administratively practicable following the date the participant terminates employment.

Participants are 100 percent vested at all times in the value of their contributions, investment earnings and any Company 401(k) matching credits. A participant’s benefit will be comprised of separate bookkeeping accounts evidencing his or her interest in each of the investment funds in which contributions and applicable matching contributions have been deemed invested. While no actual contributions are made to the funds, earnings or losses are calculated using the valuation methodology employed by the record keeper for each of the corresponding funds. Participants may generally transfer investments among various investment alternatives on a daily basis, subject to the provisions of the Ameren Deferred Compensation Plan.

OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS

Employment Agreements

The Company has no employment agreements with the NEOs.

General Severance Plan

Ameren maintains the

​84​​Ameren Corporation​
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Potential Payments upon Termination or Change of Control
This section describes and estimates payments that could be made to the NEOs serving as of December 31, 2023, under different termination and change-in-control events. The estimated payments would be made under the terms of Ameren’s compensation and benefits plans, as well as the Severance Plan for Ameren Employees, which provides for severance based on yearsOfficers (“Officer Severance Plan”) or the Second Amended and Restated Change of serviceControl Severance Plan (“Change of Control Plan”).
The tables below reflect the payments and weeksbenefits payable to each of pay for all regular full-time employees on the active payroll. Through December 31, 2017, the NEOs were covered under this plan in the event of a qualifying termination (definedof the NEO’s employment under several different circumstances. The amounts shown assume that termination was effective as of December 31, 2023, at the NEO’s compensation and service levels as of that date, and are estimates of the amounts that would be payable to the NEO in each scenario. In addition, the amounts shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-discriminatory basis to employees upon a termination of employment. The actual amounts to be paid can only be determined at the time of the NEO’s actual separation from the Company. Factors that could affect the nature and amount of the payments on termination of employment include, among others, the timing of the event, compensation level, the market price of common stock and the NEO’s age.
LYONS
Component of Pay​​Death
($)		​​Disability
($)		​​
Retirement
at Age at
12/31/23(2)
($)
​​
Involuntary
Termination not
for Cause(3)
($)
​​
Change of
Control(4)
($)
​
Cash Severance​​​​N/A​​​​​N/A​​​​​N/A​​​​​4,390,000​​​​​9,360,000​​
PSU Vesting(5)​​​​4,290,775​​​​​2,057,639​​​​​1,626,565​​​​​1,626,565​​​​​7,146,974​​
RSU Vesting(5)​​​​1,838,883​​​​​3,063,021​​​​​1,838,883​​​​​1,838,883​​​​​3,063,021​​
Pension Credit​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​1,393,869​​
Health and Welfare Benefits(6)​​​​N/A​​​​​N/A​​​​​N/A​​​​​21,983​​​​​115,366​​
Outplacement at Maximum​​​​N/A​​​​​N/A​​​​​N/A​​​​​25,000​​​​​30,000​​
Excise Tax Gross-up(5)​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​7,803,298​​
Total​​​​6,129,658​​​​​5,120,660​​​​​3,465,448​​​​​7,902,431​​​​​28,912,528​​
MOEHN
Component of Pay​​Death
($)		​​Disability
($)		​​
Retirement
at Age at
12/31/23(1)
($)
​​
Involuntary
Termination not
for Cause(3)
($)
​​
Change of
Control(4)
($)
​
Cash Severance​​​​N/A​​​​​N/A​​​​​N/A​​​​​2,414,150​​​​​5,280,000​​
PSU Vesting(5)​​​​3,255,735​​​​​5,180,774​​​​​N/A​​​​​N/A​​​​​9,273,193​​
RSU Vesting(5)​​​​1,281,320​​​​​1,927,210​​​​​N/A​​​​​N/A​​​​​1,927,210​​
Pension Credit​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​858,190​​
Health and Welfare Benefits(6)​​​​N/A​​​​​N/A​​​​​N/A​​​​​21,983​​​​​110,339​​
Outplacement at Maximum​​​​N/A​​​​​N/A​​​​​N/A​​​​​25,000​​​​​30,000​​
Excise Tax Gross-up(5)​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​6,479,548​​
Total​​​​4,537,055​​​​​7,107,984​​​​​N/A​​​​​2,461,133​​​​​23,958,480​​
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BIRK
Component of Pay​​Death
($)		​​Disability
($)		​​
Retirement
at Age at
12/31/23(2)
($)
​​
Involuntary
Termination not
for Cause(3)
($)
​​
Change of
Control(4)
($)
​
Cash Severance​​​​N/A​​​​​N/A​​​​​N/A​​​​​1,715,900​​​​​3,782,000​​
PSU Vesting(5)​​​​1,009,868​​​​​470,138​​​​​365,317​​​​​365,317​​​​​1,703,028​​
RSU Vesting(5)​​​​432,883​​​​​729,838​​​​​432,883​​​​​432,883​​​​​729,838​​
Pension Credit​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​663,429​​
Health and Welfare Benefits(6)​​​​N/A​​​​​N/A​​​​​N/A​​​​​7,711​​​​​64,086​​
Outplacement at Maximum​​​​N/A​​​​​N/A​​​​​N/A​​​​​25,000​​​​​30,000​​
Excise Tax Gross-up(5)​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​2,730,705​​
Total​​​​1,442,751​​​​​1,199,976​​​​​798,200​​​​​2,546,811​​​​​9,703,086​​
NWAMU
Component of Pay​​Death
($)		​​Disability
($)		​​
Retirement
at Age at
12/31/23(1)
($)
​​
Involuntary
Termination not
for Cause(3)
($)
​​
Change of
Control(4)
($)
​
Cash Severance​​​​N/A​​​​​N/A​​​​​N/A​​​​​1,598,900​​​​​3,642,400​​
PSU Vesting(5)​​​​1,230,575​​​​​655,834​​​​​N/A​​​​​N/A​​​​​1,841,921​​
RSU Vesting(5)​​​​794,293​​​​​1,277,959​​​​​N/A​​​​​N/A​​​​​1,277,959​​
Pension Credit​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​436,406​​
Health and Welfare Benefits(6)​​​​N/A​​​​​N/A​​​​​N/A​​​​​21,983​​​​​83,876​​
Outplacement at Maximum​​​​N/A​​​​​N/A​​​​​N/A​​​​​25,000​​​​​30,000​​
Excise Tax Gross-up(5)​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​
Total​​​​2,024,868​​​​​1,933,793​​​​​N/A​​​​​1,645,883​​​​​7,312,562​​
SINGH
Component of Pay​​Death
($)		​​Disability
($)		​​
Retirement
at Age at
12/31/23(1)
($)
​​
Involuntary
Termination not
for Cause(3)
($)
​​
Change of
Control(4)
($)
​
Cash Severance​​​​N/A​​​​​N/A​​​​​N/A​​​​​1,618,700​​​​​3,627,000​​
PSU Vesting(5)​​​​407,057​​​​​141,063​​​​​N/A​​​​​N/A​​​​​931,234​​
RSU Vesting(5)​​​​425,937​​​​​901,139​​​​​N/A​​​​​N/A​​​​​901,139​​
Pension Credit​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​372,128​​
Health and Welfare Benefits(6)​​​​N/A​​​​​N/A​​​​​N/A​​​​​20,771​​​​​86,165​​
Outplacement at Maximum​​​​N/A​​​​​N/A​​​​​N/A​​​​​25,000​​​​​30,000​​
Excise Tax Gross-up(5)​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​​​​N/A​​
Total​​​​832,994​​​​​1,042,202​​​​​N/A​​​​​1,664,471​​​​​5,947,666​​
​
(1)
As of December 31, 2023, Ms. Nwamu and Messrs. Moehn and Singh were not retirement-eligible.
​
(2)
The estimated number of PSUs and RSUs that would be payable upon retirement at December 31, 2023, for Messrs. Lyons and Birk is calculated according to the schedule following “— Termination Other Than for Change of Control” below. Where performance was estimated for PSUs, it was estimated at 0.0 percent payout for the 2022 PSU awards based on TSR, 0.0 percent payout for the 2023 PSU awards based on TSR, 118.5 percent payout for the 2022 PSU awards based on the Clean Energy Transition metric and 100.3 percent payout for the 2023 PSU awards based on the Clean Energy Transition metric.
​
(3)
Indicates amounts payable to NEOs pursuant to the Officer Severance Plan. The PSU vesting and RSU vesting amounts represent amounts payable because the participant is retirement eligible, not due to a benefit under the plan)Officer Severance Plan.
​
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(4)
Indicates Change of Control amounts payable to NEOs pursuant to the Change of Control Plan, assuming that the Company ceases to exist or is no longer publicly traded on the NYSE or NASDAQ after the Change of Control. The Pension Credit payable in connection with a Change of Control is based on the NEO’s base salary and target bonus level as in effect immediately prior to the termination date.
​
(5)
Amounts reflected for PSU vesting, RSU vesting and excise tax gross-up payments are estimated using a stock price of $72.34 per share, the closing price of Ameren common stock on the NYSE as of December 29, 2023. Mr. Singh and Ms. Nwamu are not eligible for severanceexcise tax gross-up payments because they became participants in the Change of Control Severance Plan after October 1, 2009.
​
(6)
Health and welfare benefits figures reflect the estimated lump-sum value of all future amounts which will be paid on behalf of or attributed to the same basisNEOs under our welfare benefit plans (these amounts, however, would not actually be paid as other regular full-time employees. Effective January 1, 2018,a cash lump sum). For amounts payable in connection with a Change of Control, the amounts reflected above represent the employer portion of premiums and an amount representing the actuarial present value of additional benefits under our retiree medical program (see “Change of Control — Health and Welfare Benefit Payment Assumptions” below). For amounts payable in connection with an Involuntary Termination Not for Cause, the amounts reflected above represent 12 months of COBRA premiums.
​
Severance
The NEOs are covered under the Ameren Corporation Severance Plan for Ameren Officers, as described above under “— EXECUTIVE“EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSISCompensation Discussion and Analysis — Severance. Severance.”

Change of Control

Change of Control Severance Plan. Severance and PSUP provisions pursuant to a Change of Control (as defined below) were redesigned or designed by the Committee in 2006 and subsequent changes to the Change of Control Plan have been made in response to various changes in tax laws. In 2008,Under Ameren’s Board of Directors adopted a Second Amended and Restated Change of Control Severance Plan, as amended (the “Change of Control Plan”). Other, designated officers of Ameren plans also carry changeand its subsidiaries, including the NEOs, are entitled to receive severance benefits if their employment is terminated without “Cause” ​(as defined below) or by the NEO for “Good Reason” ​(as defined below) within two years after a Change of control provisions.Control. The Change of Control Plan was amended in 2009 to eliminate reimbursement andgross-up payments in connection with any excise taxes that may be imposed on benefits received by any officers who first become designated as entitled to receive benefits under the Change of Control Plan on or after October 1, 2009.

Under the Change Other Ameren plans also carry change of Control Plan, designated officers of Ameren and its subsidiaries, including the NEOs, are entitled to receive severance benefits if their employment is terminated without Cause (as defined below) or by the NEO for Good Reason (as defined below) within two years after a Change of Control.

control provisions.

Definitions of Change of Control, Cause and Good Reason

A change of control (“Change of Control”) occurs under the Change of Control Plan, in general, upon:

(i)
the acquisition of 20 percent or more of the outstanding Common Stockcommon stock of Ameren or of the combined voting power of the outstanding voting securities of Ameren;

​
(ii)
a majority change in composition of the board of directors;

​
(iii)
a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of Ameren, unless current shareholders continue to own 60 percent or more of the surviving entity immediately following the transaction; or

​
(iv)
approval by Ameren shareholders of a complete liquidation or dissolution of Ameren.

​
“Cause” is defined as follows:

(i)
the participant’s willful failure to substantially perform his or her duties with Ameren (other than any such failure resulting from the participant’s disability), after notice and opportunity to remedy;

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  EXECUTIVE COMPENSATION  

​

(ii)
gross negligence in the performance of the participant’s duties which results in material financial harm to Ameren;

​
(iii)
the participant’s conviction of, or plea of guilty or nolo contendere to, any felony or any other crime involving the personal enrichment of the participant at the expense of Ameren or shareholders of Ameren; or

​
(iv)
the participant’s willful engagement in conduct that is demonstrably and materially injurious to Ameren, monetarily or otherwise.

​
“Good Reason” is defined as follows:

(i)
a net reduction of the participant’s authorities, duties or responsibilities as an executive and/or officer of Ameren;

​
(ii)
required relocation of more than 50 miles;

​
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(iii)
any material reduction of the participant’s base salary or target bonus opportunity;

​
(iv)
reduction in grant-date value of long-term incentive opportunity;

​
(v)
failure to provide the same aggregate value of employee benefit or retirement plans in effect prior to a Change of Control;

​
(vi)
failure of a successor to assume the Change of Control Plan agreements; or

​
(vii)
a material breach of the Change of Control Plan which is not remedied by the Company within ten business days of receipt of written notice of such breach.

​
If an NEO’s employment is terminated without Cause or by the NEO for Good Reason within two years after a Change of Control, the NEO will receive a cash lump sum equal to the following:

(i)
unpaid salary and vacation pay through the date of termination;

​
(ii)
pro rata EIPSTIP compensation for the year of termination;

​
(iii)
three years’ worth of each of base salary and target EIPSTIP compensation;

​
(iv)
three years’ worth of additional pension credit; and

​
(v)
solely with respect to officers who first became designated as entitled to receive benefits under the Change of Control Plan before October 1, 2009, reimbursement andgross-up for any excise tax imposed on benefits received by the NEO from Ameren, assuming such payments (as defined by the IRS) are at least 110 percent of the imposed cap under the IRC.

​
In addition to the cash lump sum payment, any such NEO shall (i) continue to be eligible for health and welfare benefits during the three-year severance period, provided that if the NEO becomes reemployed with another employer and is eligible to receive such health and welfare benefits under such other employer’s plan, the Company’s health and welfare benefits will be secondary to those provided under such other plan during the severance period and (ii) receive, as incurred, up to $30,000 for the cost of outplacement services (not available for a Good Reason termination).

Following are details of how the above items are calculated.

•Retirement Plan Benefit Assumptions. Amount equal to the difference between (a) the account balance under the Retirement Plan and SRP which the participant would receive if his or her employment continued during the three-year period upon which severance is received (assuming the participant’s compensation during such period would have been equal to his or her compensation as in effect immediately prior to termination) and (b) the actual account balance (paid or payable) under such plans as of the date of termination.

•

Health and Welfare Benefit Payment Assumptions. Continued coverage for the NEO’s family with medical, dental, life insurance and executive life insurance benefits as if employment had not been

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  EXECUTIVE COMPENSATION  

terminated during the three-year period upon which severance is received. The calculation and the corresponding amounts set forth in the Estimated Potential Post-Employment Payments tables below assume full cost of benefits over the three-year period. In addition, the NEO’s family receives additional retiree medical benefits (if applicable) as if employment had not been terminated during the three-year period upon which severance is received. Retiree medical benefits are payable only in their normal form as monthly premium payments until the NEO reaches the age of 65, at which time the NEO, or applicable beneficiary, receives an annual stipend to apply towards eligible healthcare premiums and costs. The actuarial present value of the additional retiree medical benefits is included, calculated based on retirement at the end of the three-year severance period, a graded discount rate assumption of 1.82 percent for payment duration of three years or less, 2.54 percent for payment duration of over three but not more than nine years and 3.16 percent for payment duration over nine years, and post-retirement mortality (but notpre-retirement mortality) according to theRP-2017 (generational) table.

•

Retirement Plan Benefit Assumptions. Amount equal to the difference between (a) the account balance under the Retirement Plan and SRP which the participant would receive if his or her employment continued during the three-year period upon which severance is received (assuming the participant’s compensation during such period would have been equal to his or her compensation as in effect immediately prior to termination) and (b) the actual account balance (paid or payable) under such plans as of the date of termination.
​
•
Health and Welfare Benefit Payment Assumptions. Continued coverage for the NEO’s family with medical, dental, life insurance and executive life insurance benefits as if employment had not been terminated during the three-year period upon which severance is received. The calculation and the corresponding amounts set forth in the Potential Payments on Termination or a Change of Control tables, above, assume full cost of benefits over the three-year period. In addition, the NEO’s family receives additional retiree medical benefits (if applicable) as if employment had not been terminated during the three-year period upon which severance is received. Retiree medical benefits are payable only in their normal form as monthly premium payments until the NEO reaches the age of 65, at which time the NEO, or applicable beneficiary, receives an annual stipend to apply towards eligible healthcare premiums and costs. The actuarial present value of the additional retiree medical benefits is included, calculated based on retirement at the end of the three-year severance period, a graded discount rate assumption of 6.33 percent for payment duration of three years or less, 5.79 percent for payment duration of over three but not more than nine years and 6.05 percent for payment duration over nine years, and post-retirement mortality (but not pre-retirement mortality) according to the PRI-2012 Non Disabled Annuitant (generational) table.
​
Ability to Amend or Terminate Change of Control Plan

The Board may amend or terminate the Change of Control Plan at any time, including designating any other event as a Change of Control, provided that the Change of Control Plan may not be amended or terminated (i) following a Change of Control, (ii) at the request
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of a third party who has taken steps reasonably calculated to effect a Change of Control or (iii) otherwise in connection with or in anticipation of a Change of Control in any manner that could adversely affect the rights of any officer covered by the Change of Control Plan.

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  EXECUTIVE COMPENSATION  

Change of Control Provisions Relating to PSULTIP Awards

Below is a summary of protections provided upon a Change of Control with respect to the PSULTIP awards issued under the 2022 Plan and the 2014 Plan. In brief, the goal of these protections is to avoid acceleration of PSULTIP vesting and payment in situations where a Change of Control occurs but the Company continues to exist and the NEO retains his or her position.
In the table below, the term “qualifying termination” means the participant (i) has an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, has a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) has an involuntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Ameren Employees (as in effect immediately prior to the Change of Control). Other definitions of capitalized terms may be found in the 2022 Plan, the 2014 Plan, or the applicable award agreement.

Change of
Control Event		​​Termination Event​​Unvested LTIP Awards​
  Change of
  Control Event		Termination EventUnvested PSU Awards

Change of Control which occurs on or before the end of the applicable performancevesting period after which the Company continues in existence and remains a publicly traded company on the NYSE or NASDAQ

​​No qualifying termination​

​

Payable upon the earliest to occur of the following:

•
after the performanceapplicable vesting period has ended; or

​
•
the participant’s death.

​
​
​

Qualifying termination within two years after the Change of Control and during the three-year performanceapplicable vesting period

​

​

The PSUs or RSUs the participant would have earned if such participant remained employed for the entire performanceentirety of the applicable vesting period, at actual performance in the case of the PSUs, will vest on the last day of the performanceapplicable vesting period and be paid in shares of the Company’s Common Stockcommon stock immediately following the performanceapplicable vesting period; provided that such distribution will be deferred until the date which is six months following the participant’s termination of employment to the extent required by IRC Section 409A.

​

Change of Control which occurs on or before the end of the applicable performancevesting period in which the Company ceases to exist or is no longer publicly traded on the NYSE or NASDAQ

​​Automatic upon Change of Control​

​

The target number of PSU or RSU awards granted, together with dividends accrued thereon, will be converted to nonqualified deferred compensation. Interest on the nonqualified deferred compensation will accrue based on the prime rate, computed as provided in the award agreement.

​
​

Continued employment until the end of the three-year performanceapplicable vesting period

​​Lump sum payout of the nonqualified deferred compensation plus interest immediately following the performanceapplicable vesting period.​
​

Retirement or termination due to disability prior to the Change of Control

​

​

Immediate lump sum payment of the nonqualified deferred compensation plus interest upon the Change of Control.

​
​

Continued employment until death or disability which occurs after the Change of Control and before the end of the three-year performanceapplicable vesting period

​​Immediate lump sum payout of the nonqualified deferred compensation plus interest upon such death or disability.​
​

Qualifying termination during the three-year performanceapplicable vesting period

​

​

Immediate lump sum payout of the nonqualified deferred compensation plus interest upon termination; provided that such distribution shall be deferred until the date which is six months following the participant’s termination of employment to the extent required by IRC Section 409A.

​
​

Other termination of employment before the end of the three-year performanceapplicable vesting period

​

​

Forfeiture of the nonqualified deferred compensation plus interest.

​

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Termination Other Than for Change of Control

The following table summarizes the impact of certain employment events outside the context of a Change of Control that may result in the payment of unvested PSULTIP awards.

Type of Termination​​Additional

Termination Details		​

​

Unvested PSU

LTIP Awards

​
Death​

Death

​		N/A

N/A

​		​

All awards pay out at target (plus accrual of dividends), pro rata for the number of days worked in each performance period.

or award period and are paid as soon as possible after death.		​
Disability​

Disability

​		N/A

N/A

​		​

All outstanding awards are earned at the same time and to the same extent that they are earned by other participants, and are paid immediately following the performancevesting period.

​

Retirement during Performance Period

award period*		​

​

Age 55+

​

​

Only if the participant has at least five years of service, a prorated award is earned at the end of the three-year performance or award period (based on actual performance)performance, where applicable) and is paid immediately following the performancevesting period.

​

Age 62+                

(in the case of the 2015 PSU awards)

Only if the participant has at least ten years of service, a full award is earned at the end of the three-year performance period (based on actual performance) and paid immediately following the performance period.

Termination for any reason other than death, disability, and retirement or change of control as provided above

​

​

N/A

​

​

Forfeited

​

Estimated Potential Post-Employment Payments

​
*
The tables below reflect the payments and benefits payable to each of the NEOsNovember 1, 2023 performance-based RSU special award for Mr. Moehn does not provide for pro rata vesting in the event of a termination ofretirement during the NEO’s employment under several different circumstances. For NEOs, the amounts shown assume that termination was effective as of December 31, 2017, at the NEO’s compensation and service levels as of that date, and are estimates of the amounts that would be payable to the NEO in each scenario. To the extent applicable, excise tax andgross-up payments are estimated using a stock price of $58.99 per share (the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2017). In addition, the amounts shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on anon-discriminatory basis to employees upon a termination of employment, including severance payments under the Ameren Corporation Severance Plan for Ameren Employees. The actual amounts to be paid out can only be determined at the time of the NEO’s actual separation from the Company. Factors that could affect the nature and amount of the payments on termination of employment, among others, include the timing of event, compensation level, the market price of Common Stock and the NEO’s age.

BAXTER

  Component of Pay 

Death

($)

  

Disability

($)

  

Retirement  

at Age at  

12/31/17(4)  

($)  

  

Involuntary  

Termination not  

for Cause  

($)  

  Change of
Control(1)
($)		 

Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP)

  N/A   N/A   N/A     7,525,000 

PSU Vesting, Assuming Termination of Employment

  10,222,516   25,162,715   17,565,747     15,064,215 

Three Years’ Pension Credit

  N/A   N/A   N/A     1,131,171 

Three Years’ Health and Welfare Benefits(2)

  N/A   N/A   N/A     105,511 

Outplacement at Maximum

  N/A   N/A   N/A     30,000 

Excise Tax andGross-up

  N/A   N/A   N/A     13,020,695 

Total

  10,222,516   25,162,715   17,565,747       36,876,592 

Ameren Corporation2018 Proxy Statement    81

award period.

  EXECUTIVE COMPENSATION  

LYONS

  Component of Pay Death
($)		  Disability
($)		  

Retirement  

at Age at  

12/31/17(3)  

($)  

 

Involuntary  

Termination not  

for Cause  

($)  

  Change of
Control(1)
($)		 

Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP)

  N/A   N/A     N/A              3,972,000 

PSU Vesting, Assuming Termination of Employment

  3,391,018   8,409,732     N/A              5,022,496 

Three Years’ Pension Credit

  N/A   N/A     N/A              550,300 

Three Years’ Health and Welfare Benefits(2)

  N/A   N/A     N/A              73,581 

Outplacement at Maximum

  N/A   N/A     N/A              30,000 

Excise Tax andGross-up

  N/A   N/A     N/A              4,835,682 

Total

  3,391,018   8,409,732     N/A              14,484,059 

MARK

  Component of Pay Death
($)		  Disability
($)		  

Retirement  

at Age at  

12/31/17(4)  

($)  

  

Involuntary  

Termination not  

for Cause  

($)  

 Change of
Control(1)
($)		 

Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP)

  N/A   N/A   N/A     2,839,200 

PSU Vesting, Assuming Termination of Employment

  2,292,549   5,660,857   3,946,785     3,381,738 

Three Years’ Pension Credit

  N/A   N/A   N/A     481,333 

Three Years’ Health and Welfare Benefits(2)

  N/A   N/A   N/A     87,643 

Outplacement at Maximum

  N/A   N/A   N/A     30,000 

Excise Tax andGross-up

  N/A   N/A   N/A     3,619,416 

Total

  2,292,549   5,660,857   3,946,785     10,439,330 

MOEHN

  Component of Pay Death
($)		  Disability
($)		  

Retirement  

at Age at  

12/31/17(3)  

($)  

 

Involuntary  

Termination not  

for Cause  

($)  

  

Change of

Control(1)
($)

 

Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP)

  N/A   N/A     N/A              2,968,000 

PSU Vesting, Assuming Termination of Employment

  2,488,152   6,185,043     N/A              3,693,535 

Three Years’ Pension Credit

  N/A   N/A     N/A              386,958 

Three Years’ Health and Welfare Benefits(2)

  N/A   N/A     N/A              65,691 

Outplacement at Maximum

  N/A   N/A     N/A              30,000 

Excise Tax andGross-up

  N/A   N/A     N/A              3,750,130 

Total

  2,488,152   6,185,043     N/A              10,894,314 

82    Ameren Corporation2018 Proxy Statement

​

  EXECUTIVE COMPENSATION  

NELSON

  Component of Pay Death
($)		  Disability
($)		  

Retirement  

at Age at  

12/31/17(4)  

($)  

  

Involuntary  

Termination not  

for Cause

($)  

 Change
of
Control(1)
($)		 

Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP)

  N/A   N/A   N/A     2,749,600 

PSU Vesting, Assuming Termination of Employment

  2,157,010   5,279,133   3,709,822     3,153,235 

Three Years’ Pension Credit

  N/A   N/A   N/A     499,623 

Three Years’ Health and Welfare Benefits(2)

  N/A   N/A   N/A     87,743 

Outplacement at Maximum

  N/A   N/A   N/A     30,000 

Excise Tax andGross-up

  N/A   N/A   N/A     3,247,087 

Total

  2,157,010   5,279,133   3,709,822     9,767,288 

(1)Indicates Change of Control amounts payable to NEOs pursuant to the Change of Control Plan, assuming that the Company ceases to exist or is no longer publicly traded on the NYSE or NASDAQ after the Change of Control.

(2)Health and welfare benefits figures reflect the estimatedlump-sum present value of all future premiums which will be paid on behalf of or to the NEOs under our welfare benefit plans. These amounts, however, would not actually be paid as a cash lump sum upon a Change of Control and termination of employment.

(3)Messrs. Lyons and Moehn are not retirement-eligible. Therefore, no PSU vesting is shown upon retirement for them.

(4)The estimated number of PSUs that would be payable upon retirement at December 31, 2017 for Messrs. Baxter, Mark and Nelson is calculated according to the schedule following“— Termination Other Than for Change of Control” above, depending on their respective ages at December 31, 2017. Where performance was estimated, it was estimated at 197.5 percent payout for the 2016 PSU award and 122.5 percent payout for the 2017 PSU award.

CEO PAY RATIO

Pay Ratio

We are providing the following information to comply with Item 402(u) of RegulationS-K:

For 2017, our median2023, the annual total compensation of all employees other than our CEOmedian employee was $122,003.$133,250. We calculated the median employee’s annual total compensation based on the rules for determining annual total compensation of our named executive officers, which includes base salary or wages (including overtime), as applicable, incentive compensation, stock awards, change in pension value, and other elements of pay, such as 401(k) employer match, stock awards, or overtime, as applicable. The annual total compensation of our CEO was $8,080,790$9,009,431 and the ratio of our CEO’s compensation to the median employee was 6668 to 1. The pay ratio disclosed is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K.

We

In accordance with the same methodology used to determine the median employee in prior years, we identified our median employee as of October 1, 2017,2023, using for such purposes our entire workforce as of such date who had received compensation in 2022, consisting of approximately 8,6008,700 full, part-time and temporary employees andemployees. The median employee was identified using such employees’ base salarysalaries or wages for the period of January 1, 20162022 to December 31, 2016,2022, rounded up to the nearest $100.

SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

Ameren Corporation2018 Proxy Statement    83

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Executive Compensation Matters
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 $100
investment based on:		​​​​
​
Summary
Compensation
Table Total for
CEO(1)
($)
(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).
​
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Executive Compensation Matters
(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.
​
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Executive Compensation Matters
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​

  AUDIT AND RISK COMMITTEE REPORT  

​		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.
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Executive Compensation Matters
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.
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Audit Matters
​
ITEM 3​
Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024
•
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, 2024.
​
•
Consistent with good governance practices, the Company is asking shareholders to ratify the appointment of PwC.
​
​
[MISSING IMAGE: ic_checkmarkcircle-pn.jpg]
​​
Board Recommendation for Item 3
Your Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of PwC as independent registered public accounting firm for the fiscal year ending December 31, 2024.
​
The members of the Audit and Risk Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders. Although ratification by the shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this appointment by the shareholders. In the event the shareholders fail to ratify the appointment, the Audit and Risk Committee will consider this factor when making any determination regarding PwC. Even if the selection is ratified, the Audit and Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
Selection of Independent Registered Public Accounting Firm
The Audit and Risk Committee is directly responsible for the appointment, selection of the lead engagement partner, pre-approval of compensation, retention and oversight of the work of the independent accountants engaged by the Company for the purpose of preparing or issuing an audit report or performing other permissible audit, review or attest services for the Company. In accordance with its charter, the Audit and Risk Committee has appointed PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, and the Board has ratified this appointment.
On at least an annual basis, the Audit and Risk Committee evaluates PwC’s qualifications, performance and independence and presents its conclusions with respect to PwC’s independence to the full Board. As part of its evaluation, the Audit and Risk Committee considers a variety of factors, including:
•
PwC’s independence, objectivity and professional skepticism;
​
•
The length of PwC’s tenure;
​
•
The overall depth and expertise of the PwC team handling the audit;
​
•
The quality of PwC’s performance and audit plans;
​
•
PwC’s capabilities and expertise regarding the Company and our industry;
​
•
The nature of PwC’s communications with the Audit and Risk Committee, the Board and management;
​
•
PwC’s reputation for integrity and competence in the fields of accounting and auditing;
​
•
Litigation and regulatory proceedings in which PwC may be involved;
​
•
The appropriateness of PwC’s fees; and
​
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Audit Matters
•
Public Company Accounting Oversight Board inspection reports on PwC.
​
PwC has served continuously as the independent registered public accounting firm for the Company and its subsidiaries since at least 1932. The Audit and Risk Committee believes there are important benefits to having a long-tenured independent accounting firm, including:
•
PwC’s deep understanding of Ameren’s business, industry and accounting policies and practices;
​
•
PwC’s familiarity with the Company and industry expertise, which promotes efficiencies; and
​
•
Avoidance of significant costs and disruptions (including Board and management time and distractions) that would be associated with evaluating and retaining a new independent auditor.
​
In addition, PwC is subject to robust independence controls that further mitigate the risks that may be associated with long auditor tenure. These include:
•
A strong regulatory framework for auditor independence, including limitations on non-audit services;
​
•
Oversight of PwC by the Audit and Risk Committee that includes regular communication on and evaluation of the quality of the audit and auditor independence;
​
•
PwC’s internal independence controls and compliance program;
​
•
Conducting regular private meetings with each of PwC and Ameren management at the end of each regularly scheduled Audit and Risk Committee meeting; and
​
•
Mandatory audit partner rotation every five years, a process which is directed and ultimately approved by the Audit and Risk Committee; the current audit partner’s term commenced with the fiscal year 2021 audit.
​
Representatives of PwC are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.
Fees For Fiscal Years 2023 and 2022
Audit Fees
The aggregate fees for professional services rendered by PwC for (i) the audits of the consolidated annual financial statements of Ameren and its registered subsidiaries included in the combined 2023 Form 10-K of Ameren and its registered subsidiaries and the annual financial statements of certain non-registered subsidiaries; (ii) the audit of Ameren’s internal control over financial reporting; (iii) the reviews of the quarterly financial statements included in the combined Forms 10-Q of Ameren and its subsidiaries for the 2023 fiscal year; (iv) certain regulatory audit procedures; (v) services provided in connection with debt and equity offerings; (vi) certain accounting and reporting consultations; and (vii) post-implementation information technology system reviews were $5,108,000.
Fees billed by PwC for audit services rendered to Ameren and its subsidiaries during the 2022 fiscal year totaled $4,413,000.
Audit-Related Fees
The aggregate fees for audit-related services rendered by PwC to Ameren and its subsidiaries during the 2023 fiscal year totaled $317,000. Such services consisted of (i) pre-implementation information technology systems reviews and (ii) attestations in connection with long-term debt financings under Ameren’s Sustainability Financing Framework.
Fees billed by PwC for audit-related services rendered to Ameren and its subsidiaries during the 2022 fiscal year totaled $635,000.
Tax Fees
The aggregate fees for tax-related services rendered by PwC to Ameren and its subsidiaries during the 2023 fiscal year totaled $35,000. Such services consisted of guidance related to recently issued Internal Revenue Service rules regarding our gas businesses. PwC did not render any tax-related services to Ameren and its subsidiaries during the 2022 fiscal year.
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Audit Matters
All Other Fees
The aggregate fees for all other services rendered by PwC to Ameren and its subsidiaries during the 2023 fiscal year totaled $112,000. Such services consisted of (i) program delivery risk assessments related to information technology systems upgrades; (ii) a human resources benchmarking resource subscription; and (iii) accounting, reporting reference, and disclosure software.
Fees billed by PwC for all other services rendered to Ameren and its subsidiaries during the 2022 fiscal year totaled $208,650.
Policy Regarding the Pre-Approval of Independent Registered Public Accounting Firm Provision of Audit, Audit-Related and Non-Audit Services
The Audit and Risk Committee’s charter provides that the Committee is required to pre-approve all audit, audit-related, tax and other services provided by the independent registered public accounting firm to Ameren and its subsidiaries. The Committee may not delegate this responsibility, except that pre-approvals of audit and non-audit services may be delegated to a single member of the Audit and Risk Committee, provided that such decisions are reported to the Committee at its next regularly scheduled meeting. The Audit and Risk Committee pre-approved 100 percent of the fees for services provided by PwC covered under the above captions: “— Audit Fees,” “— Audit-Related Fees,” “— Tax Fees” and “— All Other Fees” for fiscal years 2023 and 2022.
The information contained in the following Audit and Risk 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.

AUDIT AND RISK COMMITTEE REPORT

Audit and Risk Committee Report
The Audit and Risk Committee reviews Ameren Corporation’s (“Ameren”) financial reporting process on behalf of the Board of Directors. In fulfilling its responsibilities, the Audit and Risk Committee reviewed and discussed the audited financial statements included in the 20172023 Form10-K with Ameren’s management and the independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, as well as maintaining effective internal control over financial reporting and assessing such effectiveness. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on whether Ameren maintained effective internal control over financial reporting.

The

In addition, in connection with its review of Ameren’s annual audited financial statements, the Audit and Risk Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the rulesapplicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission (“PCAOB”SEC”), including Auditing Standard No. 16, “Communications with Audit Committees,” as modified or supplemented.

In addition,has received and reviewed the Audit and Risk Committee has discussed withwritten communications from the independent registered public accounting firm such accounting firm’s independence with respect to Ameren and its management, including the matters in the written disclosures and the letter required by the applicable requirements of the PCAOBPublic Company Accounting Oversight Board regarding the independent registered public accounting firm’sPwC’s communications with the Audit and Risk Committee concerning independence, received fromand has discussed with such accounting firm its independence. The Audit and Risk Committee also has considered whether the provision by the independent registered public accounting firm.

firm of non-audit services to Ameren is compatible with maintaining their independence.

To ensure the independence of the independent registered public accounting firm, Ameren has instituted monitoring processes at both the management level and the Audit and Risk Committee level. At the management level, the chief financial officer or the chief accounting officer is required to review andpre-approve all engagements of the independent registered public accounting firm for any category of services, subject to thepre-approval of the Audit and Risk Committee described below.above. In addition, the chief financial officer or the chief accounting officer is required to provide to the Audit and Risk Committee at each of its meetings (except(excluding meetings held exclusivelydedicated to the review of earnings press releases and quarterly reports on SEC Form10-Q)Forms 10-Q and 10-K) a written description of all services to be performed by the independent registered public accounting firm and the corresponding estimated fees. The monitoring process at the Audit and Risk Committee level includes a requirement that the Committeepre-approve the performance of any services by the independent registered public accounting firm, except thatpre-approvals of audit and non-audit services may be delegated to a single
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Audit Matters
member of the Committee. At each Audit and Risk Committee meeting (except(excluding meetings held exclusivelydedicated to the review of earnings press releases and quarterly reports on SEC Form10-Q)Forms 10-Q and 10-K), the Committee receives a joint report from the independent registered public accounting firm and the chief financial officer or the chief accounting officer concerning audit fees and fees paid to the independent registered public accounting firm for all other services rendered, with a description of the services performed. The Audit and Risk Committee has considered whether the independent registered public accounting firm’s provision of the services covered under the captions “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM“AUDIT MATTERS — FEESFEES FOR FISCAL YEARS 2017 FISCAL YEARS 2023 AND 2016 2022 —Audit-Related Fees,” “—Tax Fees” and “—All Other Fees” in this proxy statement is compatible with maintaining the independent registered public accounting firm’s independence and has concluded that the independent registered public accounting firm’s independence has not been impaired by its engagement to perform these services.

In reliance on the reviews and discussions referred to above, the Audit and Risk Committee recommended to the Board of Directors that the audited financial statements be included in Ameren’s 20172023 Form10-K, for filing with the SEC.

Audit and Risk Committee:

Walter J. Galvin, Chairman

Catherine S. Brune

J. Edward Coleman

Ellen M. Fitzsimmons

84    Ameren Corporation2018 Proxy Statement

, Chairman
Noelle K. Eder
Rafael Flores
Richard Harshman
Leo S. Mackay, Jr.

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Security Ownership
Security Ownership of More Than Five Percent Shareholders
The following table contains information with respect to the ownership of Ameren common stock by each person known to the Company who is the beneficial owner of more than five percent of the outstanding common stock.
Name and Address of Beneficial Owner​​Shares of Common Stock
Owned Beneficially at
December 31, 2023		​​Percent of Common Stock
Owned Beneficially at
December 31, 2023 (%)		​
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355		​​​​32,289,721(1)​​

  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

​		​​12.28%​​
BlackRock, Inc.
50 Hudson Yards
New York, New York 10001		​​​​18,417,627(2)​​​​​7.0%​​
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, Maryland 21202		​​​​18,354,893(3)​​​​​7.0%​​
T. Rowe Price Investment Management, Inc.
101 E. Pratt Street
Baltimore, Maryland 21201		​​​​14,843,242(4)​​​​​5.6%​​
State Street Corporation
State Street Financial Center
1 Congress Street, Suite 1
Boston, Massachusetts 02114		​​​​14,206,743(5)​​​​​5.4%​​

​
(1)
The number of shares and percentage owned as of December 29, 2023, according to the Amendment No. 14 to Schedule 13G filed with the SEC on February 13, 2024. The Vanguard Group (“Vanguard Group”) is an investment adviser in accordance with SEC Rule 13d-1(b)(1)(ii)(E). The amendment to the Schedule 13G reports that Vanguard Group has shared voting power with respect to 452,690 shares of common stock, sole dispositive power with respect to 31,048,222 shares of common stock, and shared dispositive power with respect to 1,241,499 shares of common stock, and has no sole voting power with respect to any common stock.
​
(2)
The number of shares and percentage owned as of December 31, 2023, according to the Amendment No. 13 to Schedule 13G filed with the SEC on January 26, 2024. BlackRock, Inc. (“BlackRock”) is a parent holding company in accordance with SEC Rule 13d-1(b)(1)(ii)(G). The amendment to the Schedule 13G reports that BlackRock has sole voting power with respect to 17,190,338 shares of common stock and sole dispositive power with respect to 18,417,627 shares of common stock, and has no shared voting power nor shared dispositive power with respect to any common stock.
​
(3)
The number of shares and percentage owned as of December 31, 2023, according to the Amendment No. 4 to Schedule 13G filed with the SEC on February 14, 2024. T. Rowe Price Associates, Inc. (“T. Rowe Associates”) is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The amendment to the Schedule 13G reports that T. Rowe Associates has sole voting power with respect to 8,331,990 shares of common stock, sole dispositive power with respect to 18,321,877 shares of common stock and has no shared voting power nor shared dispositive power with respect to any common stock.
​
(4)
The number of shares and percentage owned as of December 31, 2023, according to the Schedule 13G filed with the SEC on February 14, 2024. T. Rowe Price Investment Management, Inc. (“T. Rowe Management”) is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The Schedule 13G reports that T. Rowe Management has sole voting power with respect to 3,746,876 shares of common stock, sole dispositive power with respect to 14,843,242 shares of common stock and has no shared voting power nor shared dispositive power with respect to any common stock.
​
(5)
The number of shares and percentage owned as of December 31, 2023, according to the amended Schedule 13G filed with the SEC on January 30, 2024. State Street Corporation (“State Street”) is a parent holding company in accordance with SEC Rule 13d-1(b)(1)(ii)(G). The amendment to the Schedule 13G reports that State Street has shared voting power with respect to 8,652,453 shares of common stock and shared dispositive power with respect to 14,167,092 shares of common stock, and has no sole voting power nor sole dispositive power with respect to any common stock.
​
​2024 Proxy Statement​​99​
TABLE OF CONTENTSINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

​

Security Ownership
Security Ownership of Directors and Management
The following table sets forth certain information known to the Company with respect to beneficial ownership of Ameren common stock and Stock Units as of March 11, 2024, for (i) each director and nominee for director of the Company, (ii) each NEO as named in the Summary Compensation Table above, and (iii) all current executive officers, directors and nominees for director as a group.
Name​​
Number of Shares of
Common Stock
Beneficially Owned(1)(2)
​​
Percent
Owned(3)
​
Mark C. Birk​​​​85,649​​​​​*​​
Cynthia J. Brinkley​​​​9,487​​​​​*​​
Catherine S. Brune​​​​24,186​​​​​*​​
J. Edward Coleman​​​​23,252​​​​​*​​
Ward H. Dickson​​​​14,376​​​​​*​​
Noelle K. Eder​​​​14,212​​​​​*​​
Ellen M. Fitzsimmons​​​​49,120​​​​​*​​
Rafael Flores​​​​15,148​​​​​*​​
Kimberly J. Harris​​​​2,028​​​​​*​​
Richard J. Harshman​​​​19,810​​​​​*​​
Craig S. Ivey​​​​14,795​​​​​*​​
James C. Johnson​​​​56,357​​​​​*​​
Steven H. Lipstein​​​​39,065​​​​​*​​
Martin J. Lyons, Jr.​​​​190,113​​​​​*​​
Leo S. Mackay, Jr.​​​​7,691​​​​​*​​
Michael L. Moehn​​​​142,397​​​​​*​​
Chonda J. Nwamu​​​​26,915​​​​​*​​
Leonard P. Singh​​​​2,518​​​​​*​​
All current executive officers, directors, and nominees for director as a group (24 persons)​​​​949,581​​​​​*​​
​
*
Less than one percent.
​
(1)
Except as noted in footnote (2), this column lists voting securities. None of the named individuals held shares issuable within 60 days upon the exercise of stock options or the vesting of RSUs. Reported shares include those for which a director, nominee for director or executive officer has voting or investment power because of joint or fiduciary ownership of the shares or a relationship with the record owner, most commonly a spouse, even if such director, nominee for director or executive officer does not claim beneficial ownership.
​
(2)
This column also includes ownership of 5,576 Stock Units held by Director Brinkley, 18,076 Stock Units held by Director Coleman, 12,168 Stock Units held by Director Dickson, 12,168 Stock Units held by Director Eder, 12,505 Stock Units held by Director Flores, 7,599 Stock Units held by Director Harshman, 12,168 Stock Units held by Director Ivey, 26,720 Stock Units held by Director Johnson, and 7,599 Stock Units held by Director Mackay, each pursuant to the Directors Deferred Compensation Plan. See “— DIRECTOR COMPENSATION — Directors Deferred Compensation Plan Participation.”
​
(3)
For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 266,510,548 shares of Common Stock outstanding on March 11, 2024, and the number of shares of common stock that such person or group had the right to acquire on or within 60 days of March 11, 2024.
​
Since 2003, the Company has had a policy which prohibits directors and executive officers from engaging in pledges of Company securities or short sales, margin accounts and hedging or derivative transactions with respect to Company securities. In addition, since 2013, the Company has had a policy which prohibits directors and employees of the Company and its subsidiaries from entering into any transaction which hedges (or offsets) any decrease in the value of Company equity securities that are (1) granted by the Company to the director or employee as part of compensation or (2) held, directly or indirectly, by the director or employee.
The address of all persons listed above is c/o Ameren Corporation, 1901 Chouteau Avenue, St. Louis, Missouri 63103.
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Security Ownership
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent of the Company’s common stock to file reports of their ownership in the equity securities of the Company and its subsidiaries and of changes in that ownership with the SEC. SEC regulations also require the Company to identify in this proxy statement any person subject to this requirement who failed to file any such report on a timely basis. To our knowledge, based solely on a review of the filed reports and written representations that no other reports are required, we believe that each of the Company’s directors and executive officers complied with all such filing requirements during 2023, except for Mr. Lyons’ and Mr. Moehn’s dispositions on September 29, 2023, of 9,172 and 8,677 shares of the Company’s common stock, respectively, to satisfy tax withholding obligations in connection with the vesting of their 2020 RSU retention awards which, due to an administrative error, were reported late on their Form 4 filings on February 12, 2024.
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Additional Information
Questions and Answers about the Annual Meeting and Voting
Q.
When and where will the annual meeting be held?
​
A.
The Annual Meeting will be held in a virtual-only format on Thursday, May 9, 2024, at 10 a.m. CDT, and at any adjournment thereof. You can attend the Annual Meeting live via the Internet by visiting: www.virtualshareholdermeeting.com/AEE2024. Please note that there is no in-person location for you to attend.
​
Q.
How do I participate in the Annual Meeting?
​
A.
Visit www.virtualshareholdermeeting.com/AEE2024 and enter the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials or on your proxy card or 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.
​
Q.
Who do I contact for help with technical difficulties accessing the Annual Meeting?
​
A.
If you experience any technical difficulties accessing the Annual Meeting or during the meeting, please call the toll-free number that will be available on the Annual Meeting site (www.virtualshareholdermeeting.com/AEE2024) for assistance. Technical support will be available 15 minutes prior to the start time of the meeting.
​
Q.
How do I submit questions for the Annual Meeting?
​
A.
Before the Annual Meeting. Before the Annual Meeting, you can submit questions by visiting www.proxyvote.com and entering your 16-digit control number. Once you are past the login screen, click on “Questions for Management,” type in your question and click “Submit.” If you have any questions about www.proxyvote.com or your control number, please contact the bank, broker, or other organization that holds your shares.
​
During the Annual Meeting. Log into the online meeting platform at www.virtualshareholdermeeting.com/AEE2024, type your question into the “Ask a Question” field and click “Submit”.
Only shareholders with a valid control number will be allowed to ask questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. We reserve the right to edit inappropriate language and to exclude questions that are personal matters, do not comply with the meeting rules of conduct or are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. If there are questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, management will post answers to a representative set of such questions on www.amereninvestors.com. The questions and answers, if any, will be available as soon as practicable after the meeting and will remain available until Ameren’s 2025 proxy statement is filed.
Q.
Who is entitled to vote?
​
A.
Only shareholders of record of our common stock, $0.01 par value, common stock at the close of business on the record date, March 11, 2024, are entitled to vote at the Annual Meeting.
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Additional Information
Q.
What will I be voting on?
​
A.
1.   Election of Directors.
​
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.
2.
Advisory Approval of Executive Compensation (Say-on-Pay).
​
In accordance with Section 14A of the Exchange Act, the Company is providing shareholders with the right to cast an advisory vote at the Annual Meeting to approve the compensation of the NEOs. 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.
3.
Ratification of the Appointment of PwC servedas Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024.
​
The Company is asking its shareholders to ratify the appointment of PwC as the Company’s independent registered public accounting firm for Amerenthe fiscal year ending December 31, 2024. PwC was appointed by the Audit and its subsidiariesRisk Committee.
Q.
How do I vote?
​
A.
Shareholders of Record: If at the close of business on the record date, March 11, 2024, your shares were registered directly in 2017. PwC is anyour name with our transfer agent, Equiniti Trust Company, you are considered the shareholder of record with respect to those shares. Shareholders of record can vote their shares or submit their proxy in several ways:
​
•
by calling the toll-free telephone number (1-800-690-6903);
​
•
by using the Internet (www.proxyvote.com);
​
•
by completing and signing a proxy card and mailing it in time to be received before the Annual Meeting; or
​
•
during the virtual Annual Meeting by visiting: www.virtualshareholdermeeting.com/AEE2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card or any additional voting instructions that accompanied your proxy materials.
​
The telephone and Internet voting procedures are designed to confirm your identity and to allow you to give your voting instructions. If you wish to vote by telephone or the Internet, please follow the instructions on your proxy card or Notice of Internet Availability of Proxy Materials. Additional instructions will be provided on the telephone message and website. Please have your proxy card or Notice of Internet Availability of Proxy Materials at hand when voting. If you vote by telephone or Internet, DO NOT mail a proxy card. The telephone and Internet voting facilities will close at 11:59 P.M. EDT on May 8, 2024.
If you mail us your properly completed and signed proxy card, or vote by telephone or the Internet, your shares of common stock will be voted according to the choices that you specify. If you sign and mail your proxy card without marking any choices, your proxy will be voted as recommended by the Board — FOR the Board’s nominees for director (Item (1)), FOR the advisory approval of the compensation of our NEOs disclosed in this proxy statement (Item (2)), FOR the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm (Item (3)), and in the discretion of the named proxies upon such other matters as may properly come before the meeting.
If you hold any shares in the 401(k) savings plan of Ameren, your completed proxy card or telephone or Internet proxy vote will serve as voting instructions to the plan trustee, and the plan trustee will vote your shares as you have directed. However, your voting instructions must be received at least three days prior to the Annual Meeting (i.e., by May 6, 2024) in order to count. The trustee will vote all of the shares held in the plan for which voting instructions have not been received in the same proportion as shares for which the trustee received timely directions, subject to the exercise of the trustee’s fiduciary duties.
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Additional Information
If you have shares registered in the name of a bank, broker or other registered owner or nominee, you should receive instructions from that registered owner about how to instruct them to vote those shares.
Beneficial Owners: If at the close of business on March 11, 2024, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in “street name.” As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and it has enclosed or provided instructions about how you can instruct them to vote those shares. However, the organization that holds your shares is considered the shareholder of record for purposes of voting at the Annual Meeting. Because you are not the shareholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid legal proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.
Q.
How many votes do I have?
​
A.
Each share of common stock is entitled to one vote. The shares referred to on your proxy card or Notice of Internet Availability of Proxy Materials represent all shares registered in the name(s) shown thereon, including shares held in our dividend reinvestment and stock purchase plan (“DRPlus Plan”) and Ameren’s 401(k) savings plan.
​
Q.
What are the vote requirements for each matter?
​
A.
In all matters, including the election of directors, every decision of a majority of the shares entitled to vote on the subject matter and represented in person or by proxy at the meeting at which a quorum is present will be valid as an act of the shareholders, unless a larger vote is required by law, the Company’s By-Laws or the Company’s Restated Articles of Incorporation. Each matter on the agenda for the Annual Meeting is subject to this majority voting standard.
​
In tabulating the number of votes on a matter, (i) shares represented by a proxy, which directs that the shares abstain from voting or that a vote be withheld on one or more matters, will be deemed to be represented at the meeting as to such matter or matters, (ii) broker non-votes will not be deemed to be represented at the meeting for the purpose of the vote on such matter or matters, (iii) except as provided in (iv) below, shares represented by a proxy as to which voting instructions are not given as to one or more matters to be voted on will not be deemed to be represented at the meeting for the purpose of the vote as to such matter or matters and (iv) a proxy, which states how shares will be voted in the absence of instructions by the shareholder as to any matter, will be deemed to give voting instructions as to such matter. Shareholder votes are certified by independent inspectors of election.
Q.
Can I change my vote?
​
A.
You may revoke your proxy at any time after you give it and before it is voted by entering a new vote by telephone or the Internet or by delivering either a written revocation or a signed proxy bearing a later date to the Secretary of the Company or by voting via the Internet during the Annual Meeting by participating in the virtual meeting. To revoke a proxy by telephone or the Internet, you must do so by 11:59 P.M. EDT on May 8, 2024 (following the directions on the proxy card or Notice of Internet Availability of Proxy Materials). Participation in the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.
​
Q.
Will my shares be voted if I do not provide instructions to my broker?
​
A.
If you hold your shares in street name and you do not provide your broker with timely voting instructions, New York Stock Exchange (“NYSE”) rules permit brokerage firms to vote your shares at their discretion on certain “routine” matters. At the Annual Meeting, the only routine matter is the ratification of the appointment of PwC as our independent registered public accounting firm. Brokerage firms may not vote without instructions from you on the following matters: election of directors and the advisory vote on approval of executive compensation. Without your voting instruction on items that require them, a broker non-vote will occur.
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Additional Information
Q.
Who is soliciting my vote?
​
A.
The solicitation of proxies is made by our Board of Directors for the Annual Meeting of Shareholders of the Company. We are a holding company, and our principal direct and indirect subsidiaries include Union Electric Company, doing business as Ameren Missouri; Ameren Illinois Company, doing business as Ameren Illinois; and Ameren Transmission Company of Illinois.
​
Q.
Is my vote confidential?
​
A.
The Board of Directors has adopted a confidential shareholder voting policy for proxies, ballots and voting instructions submitted by shareholders. This policy does not prohibit disclosure when it is required by applicable law. In addition, nothing in the confidential shareholder voting policy prohibits shareholders or participants in the Company’s savings investment plans from voluntarily disclosing their votes or voting instructions, as applicable, to the Company’s directors or executive officers, nor does the policy prevent the Company or any agent of the Company from ascertaining which shareholders have voted or from making efforts to encourage shareholders to vote. The policy does not limit the free and voluntary communication between the Company and its shareholders. Except with respect to materials submitted regarding shares allocated to participant accounts in the Company’s savings investment plans, all comments written on proxies, ballots or voting materials, together with the PCAOB. Representativesnames and addresses of the firmcommenting shareholders, may be made available to Company directors and executive officers.
​
Q.
How do I obtain materials for the Annual Meeting?
​
A.
As permitted by SEC rules, we are expectedmaking this proxy statement and our annual report available to shareholders electronically via the Internet. On or about March 26, 2024, 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 in the notice. The proxy statement and our 2023 Form 10-K, including consolidated financial statements, are available to you at www.amereninvestors.com/investors/proxy-materials.
​
This proxy statement and the accompanying proxy card are also first being mailed to shareholders on or about March 26, 2024. In the same package with this proxy material, you should have received a copy of our 2023 Form 10-K, including consolidated financial statements. When you receive this package, if all of these materials are not included, please contact us and a copy of any missing material will be sent at no expense to you.
You may reach us:
•
by mail addressed to
Office of the Secretary
Ameren Corporation
P.O. Box 66149, Mail Code 1310
St. Louis, MO 63166-6149
​
•
by calling toll-free 1-800-255-2237 (or in the St. Louis area 314-554-3502).
​
Q.
How many shares must be present to hold the Annual Meeting?
​
A.
In order to conduct the Annual Meeting, holders of more than one-half of the outstanding shares entitled to vote must be present in person or represented by proxy so that there is a quorum. The voting securities of the Company on March 11, 2024 consisted of 266,510,548 shares of common stock. Each share of common stock is entitled to one vote. It is important that you vote promptly so that your shares are counted toward the quorum.
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​2024 Proxy Statement​​105​
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Additional Information
In determining whether a quorum is present at the Annual Meeting, shares represented by a proxy that directs that the shares abstain from voting or that a vote be withheld on a matter, as well as broker non-votes, will be deemed to be represented at the meeting for quorum purposes. A “broker non-vote” occurs when shares are represented by a proxy, returned by a broker, bank or other fiduciary holding shares as the record holder in nominee or “street” name for a beneficial owner, which gives voting instructions as to at least one of the matters to be voted on but indicates that the record holder does not have the authority to vote or give voting instructions by proxy on a particular matter, such as a non-discretionary matter for which voting instructions have not been given to the record holder by the beneficial owner. Shares as to which voting instructions are given as to at least one of the matters to be voted on will also be deemed to be so represented. If the proxy states how shares will be voted in the absence of instructions by the shareholder, such shares will be deemed to be represented at the meeting.
Q.
How do I review the list of shareholders?
​
A.
The names of shareholders of record entitled to vote at the Annual Meeting will be available during the Annual Meeting at www.virtualshareholdermeeting.com/AEE2024 and, for ten days prior to the Annual Meeting, at the Office of the Secretary of the Company. Only shareholders that have logged in to the Annual Meeting with a valid control number will be allowed to view the list of shareholders during the Annual Meeting.
​
Q.
What is the Company’s mailing policy when multiple registered shareholders share an address?
​
A.
The Company is permitted and intends to mail only one Notice of Internet Availability of Proxy Materials and/or one annual report and one proxy statement to multiple registered shareholders sharing an address who have consented to the delivery of one set of proxy materials per address or have received prior notice of our intent to do so, so long as the Company has not received contrary instructions from one or more of such shareholders. This practice is commonly referred to as “householding.” Householding reduces the volume of duplicate information received at your household and the cost to the Company of preparing and mailing duplicate materials.
​
If you share an address with other registered shareholders and your household receives one set of the proxy materials and you decide you want a separate copy of the proxy materials, the Company will promptly mail your separate copy if you contact the Office of the Secretary, Ameren Corporation, P.O. Box 66149, Mail Code 1310, St. Louis, Missouri 63166-6149 or by calling toll-free 1-800-255-2237 (or in the St. Louis area 314-554-3502). Additionally, to resume the mailing of individual copies of future proxy materials to a particular shareholder, you may contact the Office of the Secretary, and your request will be effective within 30 days after receipt. You may request householding of these documents by providing the Office of the Secretary with a written request to eliminate multiple mailings. The written request must include names and account numbers of all shareholders consenting to householding for a given address and must be signed by those shareholders.
Additionally, the Company has been notified that certain banks, brokers and other nominees may household the Company’s proxy materials for shareholders who hold Company shares with the opportunitybank, broker or other nominee in “street” name and have consented to make a statement if they so desire and are expectedhouseholding. In this case, you may request individual copies of proxy materials by contacting your bank, broker or other nominee.
Other Matters
The Board of Directors is not presently aware of any matters to be available to respond to appropriate questions.

FEESFOR FISCAL YEARS 2017 AND 2016

Audit Fees

The aggregate feesconducted at the meeting other than those discussed in this proxy statement. If any other matter properly comes before the shareholders for professional services rendered by PwC for (i)a vote at the auditsmeeting, the proxy holders will vote your shares in accordance with their best judgment.

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Additional Information
Shareholder Proposals
Any shareholder proposal submitted under Rule 14a-8 of the consolidated annual financial statements of AmerenExchange Act and its registered subsidiaries included in the combined 2017 Form10-K of Ameren and its registered subsidiaries and the annual financial statements of certainnon-registered subsidiaries; (ii) the audit of Ameren’s internal control over financial reporting; (iii) the reviews of the quarterly financial statements included in the combined Forms10-Q of Ameren and its subsidiaries for the 2017 fiscal year; (iv) services provided in connection with debt and equity offerings; (v) certain accounting and reporting consultations; and (vi) certain regulatory procedures for the 2017 fiscal year were $3,921,725.

Fees billed by PwC for audit services rendered to Ameren and its subsidiaries during the 2016 fiscal year totaled $3,737,261. This amount reflects there-categorization of certain audit-related fees for financial due diligence services, which were previously reported as audit fees.

Audit-Related Fees

The aggregate fees for audit-related services rendered by PwC to Ameren and its subsidiaries during the 2017 fiscal year totaled $20,000. Such services consisted of a stock transfer/registrar review.

Fees billed by PwC for audit-related services rendered to Ameren and its subsidiaries during the 2016 fiscal year totaled $764,653. This amount reflects there-categorization of certain audit-related fees for financial due diligence services, which were previously reported as audit fees.

Tax Fees

The aggregate fees fortax-related services rendered by PwC to Ameren and its subsidiaries during the 2017 fiscal year totaled $75,000. Such services consisted of review of the impact of federal tax reform legislation.

PwC did not render any tax services to Ameren or its subsidiaries during the 2016 fiscal year.

All Other Fees

The aggregate fees for all other services rendered by PwC to Ameren and its subsidiaries during the 2017 fiscal year totaled $91,585. Such services consisted of advice regarding system implementation quality assurance and for accounting and reporting reference software.

Fees billed by PwC for all other services rendered to Ameren and its subsidiaries during the 2016 fiscal year totaled $286,654 for advice regarding strategic initiatives and for accounting and reporting reference software.

Ameren Corporation2018 Proxy Statement    85

  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

POLICY REGARDINGTHE PRE-APPROVALOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROVISIONOF AUDIT, AUDIT-RELATED AND NON-AUDIT SERVICES

The Audit and Risk Committee’s charter provides that the Committee is required topre-approve all audit, audit-related andnon-audit services provided by the independent registered public accounting firm to Ameren and its subsidiaries, except thatpre-approvals ofnon-audit services may be delegated to a single member of the Audit and Risk Committee. The Audit and Risk Committeepre-approved 100 percent of the fees for services provided by PwC covered under the above captions: “— Audit Fees,” “— Audit-Related Fees,” “— Tax Fees” and “— All Other Fees” for fiscal years 2017 and 2016.

86    Ameren Corporation2018 Proxy Statement

  SHAREHOLDER PROPOSALS  

SHAREHOLDER PROPOSALS

Under the rules of the SEC, any shareholder proposal intended for inclusion in the proxy materialmaterials for the Company’s 20192025 annual meeting of shareholders must be received bysubmitted in writing to the Secretary of the Company on or before November 19, 2018. We expect that26, 2024 at Office of the 2019 annual meeting of shareholders will be held on May 2, 2019.

Secretary, Ameren Corporation, P.O. Box 66149, Mail Code 1310, St. Louis, MO 63166-6149, or by email at corporate_secretary@ameren.com.

In addition, under the Company’sBy-Laws, shareholders who intend to submit a proposal that will not be in the proxy statement but is to be considered at the 20192025 annual meeting, or who intend to nominate a director at the 20192025 annual meeting, must provide advance written notice along with other prescribed information. In general, such notice must be received by the Secretary of the Company at the principal executive offices of the Company not later than 60 days or earlier than 90 days prior to the anniversary of the previous year’s annual meeting (i.e., not later than March 4, 2019,10, 2025, or earlier than February 2, 2019)8, 2025). Subject to certain conditions, shareholders or a group of shareholders who have owned more than 5%5 percent of the Company’s Common Stockcommon stock for at least one year may also recommend director nominees for nomination by the Nominating and Corporate Governance Committee provided that written notice from the shareholder(s) must be received by the Secretary of the Company at the principal executive offices of the Company not later than 120 days prior to the anniversary of the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting (i.e., not later than November 19, 2018)26, 2024). As described under the section entitled “AMEREN CORPORATE GOVERNANCE HIGHLIGHTS”“Board Practices, Policies and Processes” of this proxy statement, the Company recentlyhas adopted a “proxy access”by-law. Under the Company’sBy-Laws, shareholders who meet the requirements set forth in the Company’sBy-Laws may nominate a person for election as a director and include such nominee in the Company’s proxy materials. TheBy-Laws require, among other things, that written notice from the shareholder(s) must be received by the Secretary of the Company at the principal executive offices of the Company not later than 120 days or earlier than 150 days prior to the anniversary of the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting (i.e., not later than November 19, 2018,26, 2024, or earlier than October 20, 2018)27, 2024). The specific procedures to be used by shareholders to recommend nominees for director are set forth in the Company’sBy-Laws and Director Nomination Policy. The specific procedures to be used by shareholders to submit a proposal in person at an annual meeting are set forth in the Company’sBy-Laws. The chairman of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the procedures set forth in the Company’sBy-Laws and, in the case of nominations, the Director Nomination Policy. Copies of the Company’sBy-Laws and Director Nomination Policy may be obtained upon written request to the Secretary of the Company.

Correspondence relating to the foregoing should be directed to the Office of the Secretary, Ameren Corporation,2018 P.O. Box 66149, Mail Code 1310, St. Louis, MO 63166-6149.

Proxy Statement    87

Solicitation

  PROXY SOLICITATION  

PROXY SOLICITATION

In addition to the use of the mails, proxies may be solicited by personal interview, by telephone, or through the Internet or other means, and banks, brokers, nominees and other custodians and fiduciaries will be reimbursed for their reasonableout-of-pocket expenses in forwarding soliciting material to their principals, the beneficial owners of Common Stock.common stock. Proxies may be solicited by our directors, officers and key employees on a voluntary basis without compensation. We will bear the cost of soliciting proxies on our behalf. Furthermore, we have retained Alliance Advisors LLC, a proxy solicitation firm, to assist with the solicitation of proxies for the Annual Meeting at an anticipated cost to the Company of approximately $50,000, plus the reimbursement of reasonableout-of-pocket expenses.

​2024 Proxy Statement​​107​
TABLE OF CONTENTSFORM​​
Additional Information
Form 10-K

Our 20172023 Form10-K, including consolidated financial statements for the year ended December 31, 2017,2023, accompanies this proxy statement. The 20172023 Form10-K is also available on the Company’s website at www.amereninvestors.com. If requested, we will provide you copies of any exhibits to the 20172023 Form10-K upon the payment of a fee covering our reasonable expenses in furnishing the exhibits. You can request exhibits to the 20172023 Form10-K by writing to the Office of the Secretary, Ameren Corporation, P.O. Box 66149, Mail Code 1310, St. Louis, Missouri 63166-6149.

​FOR INFORMATION ABOUT THE COMPANY, INCLUDING THE COMPANY’S ANNUAL, QUARTERLY AND CURRENT REPORTS ON SEC FORMS 10-K, 10-Q AND 8-K, RESPECTIVELY, PLEASE VISIT THE INVESTORS SECTION OF AMEREN’S WEBSITE AT WWW.AMERENINVESTORS.COM. INFORMATION CONTAINED ON THE COMPANY’S WEBSITE IS NOT INCORPORATED INTO THIS PROXY STATEMENT OR OTHER SECURITIES FILINGS.​

FORINFORMATIONABOUTTHE COMPANY,INCLUDINGTHE COMPANY’SANNUAL,QUARTERLYANDCURRENTREPORTSONForward-Looking Information

Statements in this proxy statement not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, projections, strategies, targets, estimates, objectives, events, conditions, and financial performance. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed within Risk Factors under Part I, Item 1A, of the 2023 Form 10-K and in our other filings with the SEC, FORMS10-K,10-QAND8-K,RESPECTIVELY,PLEASEVISITTHE FINANCIAL INFOSECTIONOF AMEREN’SWEBSITEATWWW.AMERENINVESTORS.COM. INFORMATIONCONTAINEDONTHE COMPANY’SWEBSITEISNOTINCORPORATEDINTOTHISPROXYSTATEMENTOROTHERSECURITIESFILINGS.

could cause actual results to differ materially from management expectations suggested in such forward-looking statements:

88    

•
regulatory, judicial, or legislative actions, and any changes in regulatory policies and ratemaking determinations, that may change regulatory recovery mechanisms, such as those that may result from Ameren Corporation2018 Proxy Statement

Missouri’s petition to the MoPSC for a financing order to authorize the issuance of securitized utility tariff bonds to finance the cost of the planned retirement of the Rush Island Energy Center, Ameren Missouri’s proposed customer energy-efficiency plan under the Missouri Energy Efficiency Investment Act (“MEEIA”) filed with the MoPSC in January 2024, Ameren Illinois’ December 2023 ICC order for the MYRP electric distribution service regulatory rate review that directed Ameren Illinois to file a revised Grid Plan for 2023 through 2027 along with Ameren Illinois’ January 2024 rehearing request of the order and appeal of the order to the Illinois Appellate Court for the Fifth Judicial District, Ameren Illinois’ appeal of the November 2023 ICC natural gas delivery service rate order to the Illinois Appellate Court for the Fifth Judicial District, and the August 2022 United States Court of Appeals for the District of Columbia Circuit ruling that vacated FERC’s MISO return on equity (“ROE”)-determining orders and remanded the proceedings to the FERC;

​
•
our ability to control costs and make substantial investments in our businesses, including our ability to recover costs and investments, and to earn our allowed ROEs, within frameworks established by our regulators, while maintaining affordability of services for our customers;
​
•
the effect and duration of Ameren Illinois’ election to utilize MYRPs for electric distribution service ratemaking effective for rates beginning in 2024, including the effect of the reconciliation cap on the electric distribution revenue requirement;
​
•
the effect of Ameren Illinois’ use of the performance-based formula ratemaking framework for its participation in electric energy-efficiency programs, and the related impact of the direct relationship between Ameren Illinois’ ROE and the 30-year United States Treasury bond yields;
​
•
the effect on Ameren Missouri of any customer rate caps or limitations on increasing the electric service revenue requirement pursuant to Ameren Missouri’s election to use the plant-in-service accounting regulatory mechanism;
​
•
Ameren Missouri’s ability to construct and/or acquire wind, solar, and other renewable energy generation facilities and battery storage, as well as natural gas-fired energy centers, extend the operating license for the Callaway Energy Center, retire fossil
​
​108​​Ameren Corporation

  APPENDIX A  

​

TABLE OF CONTENTSAPPENDIX
Additional Information
fuel-fired energy centers, and implement new or existing customer energy-efficiency programs, including any such construction, acquisition, retirement, or implementation in connection with its Smart Energy Plan, integrated resource plan, or emissions reduction goals, and to recover its cost of investment, a related return, and, in the case of customer energy-efficiency programs, any lost margins in a timely manner, each of which is affected by the ability to obtain all necessary regulatory and project approvals, including certificates of convenience and necessity from the MoPSC or any other required approvals for the addition of renewable resources and natural gas-fired energy centers;
•
Ameren Missouri’s ability to use or transfer federal production and investment tax credits related to renewable energy projects; the cost of wind, solar, and other renewable generation and storage technologies; and our ability to obtain timely interconnection agreements with the MISO or other regional transmission organizations at an acceptable cost for each facility;
​
•
the outcome of competitive bids related to requests for proposals associated with the MISO’s long-range transmission planning;
​
•
the inability of our counterparties to meet their obligations with respect to contracts, credit agreements, and financial instruments, including as they relate to the construction and acquisition of electric and natural gas utility infrastructure and the ability of counterparties to complete projects, which is dependent upon the availability of necessary materials and equipment, including those obligations that are affected by supply chain disruptions;
​
•
advancements in energy technologies, including carbon capture, utilization, and sequestration, hydrogen fuel for electric production and energy storage, next generation nuclear, and large-scale long-cycle battery energy storage, and the impact of federal and state energy and economic policies with respect to those technologies;
​
•
the effects of changes in federal, state, or local laws and other governmental actions, including monetary, fiscal, foreign trade, and energy policies;
​
•
the effects of changes in federal, state, or local tax laws or rates, including the effects of the Inflation Reduction Act of 2022 (“IRA”) and the 15 percent minimum tax on adjusted financial statement income, as well as additional regulations, interpretations, amendments, or technical corrections to, or in connection with the IRA, and challenges to the tax positions taken by the Ameren companies, if any, as well as resulting effects on customer rates and the recoverability of the minimum tax imposed under the IRA;
​
•
the effects on energy prices and demand for our services resulting from technological advances, including advances in customer energy efficiency, electric vehicles, electrification of various industries, energy storage, and private generation sources, which generate electricity at the site of consumption and are becoming more cost-competitive;
​
•
the cost and availability of fuel, such as low-sulfur coal, natural gas, and enriched uranium used to produce electricity; the cost and availability of natural gas for distribution and purchased power, including capacity, zero emission credits, renewable energy credits, emission allowances; and the level and volatility of future market prices for such commodities and credits;
​
•
disruptions in the delivery of fuel, failure of our fuel suppliers to provide adequate quantities or quality of fuel, or lack of adequate inventories of fuel, including nuclear fuel assemblies from primarily one Nuclear Regulatory Commission-licensed supplier of Ameren Missouri’s Callaway Energy Center assemblies;
​
•
the cost and availability of transmission capacity for the energy generated by Ameren Missouri’s energy centers or required to satisfy our energy sales;
​
•
the effectiveness of our risk management strategies and our use of financial and derivative instruments;
​
•
the ability to obtain sufficient insurance or, in the absence of insurance, the ability to timely recover uninsured losses from our customers;
​
•
the impact of cyberattacks and data security risks on us, our suppliers, or other entities on the grid, which could, among other things, result in the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as customer, employee, financial, and operating system information;
​
•
acts of sabotage, which have increased in frequency and severity within the utility industry, war, terrorism, or other intentionally disruptive acts;
​
​2024 Proxy Statement​​109​
TABLE OF CONTENTS
Additional Information
•
business, economic, and capital market conditions, including the impact of such conditions on interest rates, inflation, and investments;
​
•
the impact of inflation or a recession on our customers and the related impact on our results of operations, financial position, and liquidity;
​
•
disruptions of the capital and credit markets, deterioration in credit metrics of the Ameren companies, or other events that may have an adverse effect on the cost or availability of capital, including short-term credit and liquidity, and our ability to access the capital and credit markets on reasonable terms when needed;
​
•
the actions of credit rating agencies and the effects of such actions;
​
•
the impact of weather conditions and other natural phenomena on us and our customers, including the impact of system outages and the level of wind and solar resources;
​
•
the construction, installation, performance, and cost recovery of generation, transmission, and distribution assets;
​
•
the ability to maintain system reliability during the transition to clean energy generation by Ameren Missouri and the electric utility industry as well as Ameren Missouri’s ability to meet generation capacity obligations;
​
•
the effects of failures of electric generation, electric and natural gas transmission or distribution, or natural gas storage facilities systems and equipment, which could result in unanticipated liabilities or unplanned outages;
​
•
the operation of Ameren Missouri’s Callaway Energy Center, including planned and unplanned outages, as well as the ability to recover costs associated with such outages and the impact of such outages on off-system sales and purchased power, among other things;
​
•
Ameren Missouri’s ability to recover the remaining investment and decommissioning costs associated with the retirement of an energy center, as well as the ability to earn a return on that remaining investment and those decommissioning costs;
​
•
the impact of current environmental laws and new, more stringent, or changing requirements, including those related to the New Source Review provisions of the Clean Air Act, carbon dioxide, nitrogen oxides, and other emissions and discharges, Illinois emission standards, cooling water intake structures, coal combustion residuals, energy efficiency, and wildlife protection, that could limit or terminate the operation of certain of Ameren Missouri’s energy centers, increase our operating costs or investment requirements, result in an impairment of our assets, cause us to sell our assets, reduce our customers’ demand for electricity or natural gas, or otherwise have a negative financial effect;
​
•
the impact of complying with renewable energy standards in Missouri and Illinois and with the zero emission standard in Illinois;
​
•
the effectiveness of Ameren Missouri’s customer energy-efficiency programs and the related revenues and performance incentives earned under its MEEIA programs;
​
•
Ameren Illinois’ ability to achieve the performance standards applicable to its electric distribution business and electric customer energy-efficiency goals and the resulting impact on its allowed ROE;
​
•
labor disputes, work force reductions, changes in future wage and employee benefits costs, including those resulting from changes in discount rates, mortality tables, returns on benefit plan assets, and other assumptions;
​
•
the impact of negative opinions of us or our utility services that our customers, investors, legislators, regulators, creditors, or other stakeholders may have or develop, which could result from a variety of factors, including failures in system reliability, failure to implement our investment plans or to protect sensitive customer information, increases in rates, negative media coverage, or concerns about environmental, social and governance practices;
​
•
the impact of adopting new accounting and reporting guidance;
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•
the effects of strategic initiatives, including mergers, acquisitions, and divestitures;
​
•
legal and administrative proceedings;
​
​110​​Ameren Corporation​
TABLE OF CONTENTS
Additional Information
•
pandemics or other significant global health events, and their impacts on our results of operations, financial position, and liquidity; and
​
•
the impacts of the Russian invasion of Ukraine and the Israel-Hamas war, related sanctions imposed by the U.S. and other governments, and any broadening of these or other global conflicts, including potential impacts on the cost and availability of fuel, natural gas, enriched uranium, and other commodities, materials, and services, the inability of our counterparties to perform their obligations, disruptions in the capital and credit markets, and other impacts on business, economic, and geopolitical conditions, including inflation.
​
New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to update or revise publicly any forward-looking statements to reflect new information or future events.
​2024 Proxy Statement​​111​
TABLE OF CONTENTS​
Appendix A

The following table provides a reconciliation of GAAP to core and weather-normalized earnings in millions of dollars and on a per share basis:

   Year Ended December 31, 
   2017  2016 

 

GAAP Earnings / Diluted EPS

 

  

 

$

 

 

523

 

 

 

 

 

 

$

 

 

2.14

 

 

 

 

 

 

$

 

 

653

 

 

 

 

  

 

$

 

 

2.68  

 

 

 

 

 

Charge for revaluation of deferred taxes from increased Illinois state income tax rate

 

  

 

 

 

 

22

 

 

 

 

 

 

 

 

 

0.09

 

 

 

 

 

 

 

 

 

–

 

 

 

 

  

 

 

 

 

–  

 

 

 

 

 

Less: Federal income tax benefit

 

  

 

 

 

 

(8

 

 

) 

 

 

 

 

 

 

(0.03

 

 

) 

 

 

 

 

 

 

–

 

 

 

 

  

 

 

 

 

–  

 

 

 

 

 

Charge, net of tax benefit

 

  

 

 

 

 

14

 

 

 

 

 

 

 

 

 

0.06

 

 

 

 

 

 

 

 

 

–

 

 

 

 

  

 

 

 

 

–  

 

 

 

 

 

Charge for revaluation of deferred taxes from increased federal income tax rate

 

  

 

 

 

 

162

 

 

 

 

 

 

 

 

 

0.66

 

 

 

 

 

 

 

 

 

–

 

 

 

 

  

 

 

 

 

–  

 

 

 

 

 

Less: State income tax benefit

 

  

 

 

 

 

(8

 

 

) 

 

 

 

 

 

 

(0.03

 

 

) 

 

 

 

 

 

 

–

 

 

 

 

  

 

 

 

 

–  

 

 

 

 

 

Charge, net of tax benefit

 

  

 

 

 

 

154

 

 

 

 

 

 

 

 

 

0.63

 

 

 

 

 

 

 

 

 

–

 

 

 

 

  

 

 

 

 

–  

 

 

 

 

 

Core Earnings / Diluted EPS

 

  

 

$

 

 

691

 

 

 

 

 

 

$

 

 

2.83

 

 

 

 

 

 

$

 

 

653

 

 

 

 

  

 

$

 

 

2.68  

 

 

 

 

​​​​Year Ended December 31,​
​​​​2013​​2014​​2015​​2016​​2017​​2018​​2019​​2020​​2021​​2022​​2023​
​GAAP Diluted EPS​​​$1.18​​​​$2.40​​​​$2.59​​​​$2.68​​​​$2.14​​​​$3.32​​​​$3.35​​​​$3.50​​​​$3.84​​​​$4.14​​​​$4.38​​
​Exclude results from discontinued
operations		​​​​0.87​​​​​—​​​​​(0.01)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Less: Income tax expense/​(benefit)​​​​0.05​​​​​—​​​​​(0.20)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Exclude provision for
discontinuing pursuit of a license
for a second nuclear unit at the
Callaway Energy Center		​​​​—​​​​​—​​​​​0.29​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Less: Income Tax Benefit​​​​—​​​​​—​​​​​(0.11)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Charge for revaluation of deferred
taxes resulting from increased
Illinois state income tax rate		​​​​—​​​​​—​​​​​—​​​​​—​​​​​0.09​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Less: Federal income tax benefit​​​​—​​​​​—​​​​​—​​​​​—​​​​​(0.03)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Charge for revaluation of deferred
taxes resulting from decreased
federal income tax rate		​​​​—​​​​​—​​​​​—​​​​​—​​​​​0.66​​​​​0.05​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Less: State income tax benefit​​​​—​​​​​—​​​​​—​​​​​—​​​​​(0.03)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Core Diluted EPS​​​$2.10​​​​$2.40​​​​$2.56​​​​$2.68​​​​$2.83​​​​$3.37​​​​$3.35​​​​$3.50​​​​$3.84​​​​$4.14​​​​$4.38​​
​​​​Year Ended December 31,​
​​​​2013​​2014​​2015​​2016​​2017​​2018​​2019​​2020​​2021​​2022​​2023​
​Core Diluted EPS​​​$2.10​​​​$2.40​​​​$2.56​​​​$2.68​​​​$2.83​​​​$3.37​​​​$3.35​​​​$3.50​​​​$3.84​​​​$4.14​​​​$4.38​​
​Ameren Missouri weather impact included in margins​​​​0.03​​​​​0.05​​​​​(0.04)​​​​​0.16​​​​​(0.07)​​​​​0.43​​​​​0.04​​​​​(0.05)​​​​​0.02​​​​​0.19​​​​​(0.04)​​
​Less: Income tax expense​​​​(0.01)​​​​​(0.02)​​​​​0.01​​​​​(0.06)​​​​​0.02​​​​​(0.11)​​​​​(0.01)​​​​​0.01​​​​​0.00​​​​​(0.05)​​​​​0.01​​
​Weather impact, net of tax expense​​​​0.02​​​​​0.03​​​​​(0.03)​​​​​0.1​​​​​(0.05)​​​​​0.32​​​​​0.03​​​​​(0.04)​​​​​0.02​​​​​0.14​​​​​(0.03)​​
​Core Diluted EPS Normalized
for Weather		​​​$2.08​​​​$2.37​​​​$2.59​​​​$2.58​​​​$2.88​​​​$3.05​​​​$3.32​​​​$3.54​​​​$3.82​​​​$4.00​​​​$4.41​​
Use ofNon-GAAP Financial Measures

In this proxy statement, Ameren has presented weather-normalized and core earnings per share, which is aare non-GAAP measure financial measures and may not be comparable to those of other companies. Generally, core earnings or losses include earnings or losses attributable to Ameren common shareholders and exclude income or loss from significant discrete items that management does not consider representative of ongoing earnings, such as the third quarter 2017non-cash charge for the revaluation of deferred taxes resulting from a July 2017 change in Illinois law that increased the state’s corporate income tax rate and the fourth quarter 2017non-cash charge for the revaluation of deferred taxes resulting from a December 2017 change in federal law that decreased the federal corporate income tax rate.earnings. Ameren uses core earnings internally for financial planning and for analysis of performance. Ameren also uses core earnings as the primary performance measurement when communicating with analysts and investors regarding our earnings results and outlook, as the companyCompany believes that core earnings allow the companyit to more accurately compare its ongoing performance across periods.

Ameren Corporation2018 Proxy Statement    89

Weather-normalized earnings exclude estimated effects of weather compared to normal, as calculated internally using data from the National Oceanic and Atmospheric Administration for the applicable period.

​A-1​​Ameren Corporation

  DIRECTIONS AND MAP  

​

DIRECTIONS AND MAP

Peoria Civic Center

201 SW Jefferson Ave.

Peoria, Illinois 61602

LOGO

St. Louis (From the South) Take I-55 North to I-155 North. Take I-155 North until you merge onto I-74 West. Take Exit 94 in East Peoria which will take you up and overI-74 and connect you with the Bob Michel Bridge. Go across the bridge into Peoria and continue straight ahead on William Kumpf Blvd. Turn right about a block past SW Jefferson into the parking lot at the intersection of William Kumpf Blvd. and SW Jefferson. The Peoria Civic Center is located adjacent to the parking lot.

(From the North)Take I-55 South toI-74 West. Take Exit 94 in East Peoria which will take you up and overI-74 and connect you with the Bob Michel Bridge. Go across the bridge into Peoria and continue straight ahead on William Kumpf Blvd. Turn right about a block past SW Jefferson into the parking lot at the intersection of William Kumpf Blvd. and SW Jefferson. The Peoria Civic Center is located adjacent to the parking lot.

(From the East)TakeI-74 West to Exit 94 in East Peoria which will take you up and overI-74 and connect you with the Bob Michel Bridge. Go across the bridge into Peoria and continue straight ahead on William Kumpf Blvd. Turn right about a block past SW Jefferson into the parking lot at the intersection of William Kumpf Blvd. and SW Jefferson. The Peoria Civic Center is located adjacent to the parking lot.

(From the West)TakeI-74 East to the Downtown Peoria exit (Exit 92B). Stay in the right hand lane toward Glendale Ave. Take the right hand curve onto Glendale Ave. The road will curve left and become William Kumpf Blvd. Turn left at the intersection of William Kumpf Blvd. and John H. Gwynn Jr. Ave. to a parking lot. The Peoria Civic Center is located adjacent to the parking lot.

TABLE OF CONTENTS

90    Ameren Corporation2018 Proxy Statement

LOGO

AMEREN CORPORATION

1901

SCAN TOVIEW MATERIALS & VOTEAMEREN CORPORATION1901 CHOUTEAU AVENUE,

MC-1310 ST. LOUIS, MO 63103

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VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO63103VOTE BY INTERNETBefore the Meeting — Go to www.proxyvote.com or scan the QR Barcode above.Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.During the Meeting — Go to www.virtualshareholdermeeting.com/AEE2024XXXX XXXX XXXX XXXXYou may attend the meeting and vote during the meeting when the polls are open via the Internet. We recommend, however, that you vote before the meeting even if you plan to participate in the meeting, since you can change your vote during the meeting by voting when the polls are open. Have the information that is printed in the box marked by the arrow available and follow the instructions.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by Ameren Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE — 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or      return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E39317-P01612-Z71696                      KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

AMEREN CORPORATION

The Board of Directors recommends you vote FOR the following:

Vote on Directors

ITEM 1

ELECTION OF DIRECTORS—NOMINEES FOR DIRECTORForAgainstAbstain
1a.WARNER L. BAXTER☐☐☐Vote on Proposals
1b.CATHERINE S. BRUNE☐☐☐The Board of Directors recommends you vote FOR the following proposals:ForAgainstAbstain
1c.J. EDWARD COLEMAN☐☐☐ITEM 2 –NON-BINDING ADVISORY APPROVAL OF COMPENSATION OF THE NAMED EXECUTIVE OFFICERS DISCLOSED IN THE PROXY STATEMENT.☐☐☐
1d.ELLEN M. FITZSIMMONS☐☐☐ITEM 3 –RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.☐☐☐
1e.RAFAEL FLORES☐☐☐
1f.WALTER J. GALVIN☐☐☐The Board of Directors recommends you vote AGAINST the following:
1g.RICHARD J. HARSHMAN☐☐☐ITEM 4 –SHAREHOLDER PROPOSAL REGARDING A REPORT ON COAL COMBUSTION RESIDUALS.☐☐☐

1h.

CRAIG S. IVEY

☐

☐

☐

NOTE:In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof.

1i.

GAYLE P. W. JACKSON

☐

☐

☐

Each of the foregoing proposals is more fully described in the accompanying proxy statement.

1j.JAMES C. JOHNSON☐☐☐This proxy will be voted as specified above. If no direction is made, this proxy will be voted FOR all nominees listed above and as recommended by the Board on the other items listed above.
1k.STEVEN H. LIPSTEIN☐☐☐
1l.STEPHEN R. WILSON☐☐☐
Please indicate if you plan to attend this meeting.

☐

Yes

☐

No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

LOGO

ADMISSION TICKET
(Not Transferable)

V35282-P06454-Z87030KEEP THIS PORTION FOR YOUR RECORDSAMEREN CORPORATIONThe Board of Directors recommends you vote FOR the following:ITEM 1COMPANY PROPOSAL — ELECTION OF DIRECTORS — NOMINEES FOR DIRECTORFor Against Abstain1a.CYNTHIA J. BRINKLEY!!!The Board of Directors recommends you vote FOR the following proposal:For Against AbstainThis proxy will be voted as specified above. If no direction is made, this proxyPlease sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date​

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TABLE OF CONTENTS
AMEREN CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

Thursday,SHAREHOLDERSThursday, May 3, 2018

10:9, 202410:00 A.M. CDT

Peoria Civic Center

201 SW Jefferson Ave.

Peoria, Illinois 61602

Please present this admission ticket in order to gain admittance to the meeting. This ticket admits only the shareholder listed on the reverse side and is not transferable. Please plan to arrive promptly to have sufficient time to proceed through a customary security line, which may include a bag search.

ImportantCDTwww.virtualshareholdermeeting.com/AEE2024Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting on May 3, 2018:

9, 2024:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

E39318-P01612-Z71696

AMEREN CORPORATION

P.O. BOX 66149, ST. LOUIS, MISSOURI 63166-6149PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2018

The undersigned hereby appoints WARNER L. BAXTER, MARTIN J. LYONS, JR. and GREGORY L. NELSON, and any of them, each with the power of substitution, as proxy for the undersigned, to vote all shares of capital stock of Ameren Corporation represented hereby at the Annual Meeting of Shareholders to be held at the Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602, on May 3, 2018 at 10:00 A.M. CDT, and at any adjournment thereof, upon all matters that may properly be submitted to a vote of shareholders including the matters described in the proxy statement furnished herewith, subject to any directions indicated on the reverse side of this proxy card and in their discretion on any other matter that may be submitted to a vote of shareholders. This proxy card also provides voting instructions, if applicable, for shares held in the DRPlus Plan and the various employee stock purchase and benefit plans as described in the proxy statement.

Please vote, date and sign on the reverse side hereof and return this proxy card promptly in the enclosed envelope. If you attend the meeting and wish to change your vote, you may do so automatically by casting your ballot at the meeting.

SEE REVERSE SIDE

V35283-P06454-Z87030 AMEREN CORPORATIONP.O. BOX 66149, ST. LOUIS, MISSOURI 63166-6149PROXYTHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2024The undersigned hereby appoints MARTIN J. LYONS, JR., MICHAEL L. MOEHN and CHONDA J. NWAMU, and any of them, each with the power of substitution, as proxy for the undersigned, to vote all shares of capital stock of Ameren Corporation represented hereby at the Annual Meeting of Shareholders to be held live via the Internet at www.virtualshareholdermeeting.com/AEE2024 on May 9, 2024 at 10:00 A.M. CDT, and at any adjournment thereof, upon all matters that may properly be submitted to a vote of shareholders including the matters described in the proxy statement furnished herewith, subject to any directions indicated on the reverse side of this proxy card and in their discretion on any other matter that may be submitted to a vote of shareholders. This proxy card also provides voting instructions, if applicable, for shares held in the DRPlus Plan and the various employee stock purchase and benefit plans as described in the proxy statement.Please vote, date and sign on the reverse side hereof and return this proxy card promptly in the enclosed envelope. If you attend the meeting and wish to change your vote, you may do so automatically by casting your ballot at the meeting.SEE REVERSE SIDE​
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