Catherine S. Brune
Director at AEE
Board
About Catherine S. Brune
Independent director of Ameren (AEE) since 2011; age 71. Retired President of Allstate Protection Eastern Territory and former Senior Vice President, Chief Information Officer of Allstate Insurance Company. Current committee roles: Chair of the Nominating and Corporate Governance Committee (NCGC); member of the Cybersecurity and Digital Technology Committee (CDTC) and Finance Committee (FC). The Board affirmed her independence in February 2025 and maintains a director retirement age of 72.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allstate Insurance Company | President, Allstate Protection Eastern Territory | Oct 2011 – Nov 2013 | Oversaw P/C operations in 23 states and Canada |
| Allstate Insurance Company | Senior Vice President, Chief Information Officer | Appointed 2002 | Member of senior leadership; led IT strategy |
| Allstate Insurance Company | Various managerial roles; youngest officer | 1976–2013; officer since 1986 | Progressed across operations and IT |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | Ameren lists no current outside public company directorships for Brune |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Brune is independent under NYSE and Ameren standards (Feb 2025) |
| Board & Committee Meetings | Board met 7 times in 2024; average director attendance ~98% (each director ≥83%) |
| Committees (role; 2024 meetings) | NCGC (Chair; 5 meetings) ; CDTC (Member; 5 meetings) ; FC (Member; 5 meetings) |
| NCGC Oversight | Director nominations, annual self-assessments, governance guidelines, related person transactions policy, shareholder proposal review |
| CDTC Oversight | Cybersecurity risk management, incident response, third‑party cyber risk, responsible AI practices |
| FC Oversight | Capital plans, financing, dividend policy, commodity risk controls |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 145,000 | 150,072 | 295,072 | Annual stock grant of immediately vested common stock on Jan 3, 2024 (~$150k) |
| Program Elements (2024) | Annual Cash Retainer: $125,000; Committee Chair: +$20,000; Lead Director: +$30,000; Equity grant: $150,000 (immediately vested common stock; on/around Jan 1) | |||
| Program Change (2025) | Equity components increased to $170,000; no change to other elements |
Performance Compensation
| Component | Structure | Metrics |
|---|---|---|
| Director Equity | Immediately vested common stock grants (no performance conditions) | None (directors do not have PSU/RSU performance metrics) |
| Options/Bonus | Not applicable for non-management directors (no option awards or performance cash incentives disclosed) | — |
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Outside public boards | None disclosed for Brune |
| Independence review | Board reviewed commercial and charitable relationships; determined no material relationships affecting independence; Brune affirmed independent |
| Related party transactions | Ameren reported no Related Person Transactions in 2024 |
Expertise & Qualifications
- Executive leadership as President of a major insurer; deep CIO background with cybersecurity and IT expertise .
- Strategic planning, financial, regulatory, compensation, operations, customer relations, and risk management skills cited by Ameren’s Board .
- Current governance leadership as NCGC Chair overseeing board effectiveness, policies, and shareholder engagement matters .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Deferred Stock Units | Pledging/Hedging | Ownership Guideline Compliance |
|---|---|---|---|---|---|
| Catherine S. Brune | 26,012 | <1% | Not listed among directors with deferred Stock Units in proxy footnotes | Prohibited by policy (no pledging/hedging allowed) | All non-management directors satisfy 5x cash retainer guideline, except Mackay (deadline Dec 2025), Harris (2029), Vondran (2030); Brune satisfies |
Governance Assessment
- Committee leadership: As NCGC Chair, Brune shapes director selection, board self-evaluations, governance guidelines, and related party scrutiny—key levers for board effectiveness and shareholder confidence .
- Cyber/technology oversight: CDTC membership leverages her CIO experience to oversee cybersecurity and digital risk—material for utility reliability and reputational risk .
- Financial oversight: FC membership supports capital discipline and financing, aligning with Ameren’s large infrastructure pipeline .
- Independence/attendance: Board affirmed independence; 2024 attendance levels were strong (avg ~98%), indicating high engagement. Executive sessions at each board meeting reinforce independent oversight .
- Compensation alignment: Director pay mix is cash + immediately vested stock; no performance pay or options—limits misaligned incentives, but stock grants maintain shareholder alignment; 2025 equity increased to $170k (market median alignment) .
- Ownership alignment: 26,012 shares and satisfaction of 5x retainer guideline indicate skin‑in‑the‑game; pledging/hedging banned—positive alignment signal .
- Conflicts: No related person transactions reported in 2024; independence review found no material relationships—low conflict risk .
- Board refresh risk: Ameren’s retirement age is 72; with Brune at 71, near‑term refresh/transition is plausible, but the Board actively manages succession and committee rotations—mitigating continuity risks .
- Shareholder signals: Say‑on‑pay program historically received ~95% approval at 2024 meeting; company engages shareholders representing ~35% of outstanding stock—supportive governance context .
RED FLAGS: None identified specific to Brune. Note approaching retirement age per policy (72) as a potential refresh event, not a governance red flag .
Additional compliance: Section 16(a) filings were timely for directors in 2024 per proxy disclosure .