Craig S. Ivey
Director at AEE
Board
About Craig S. Ivey
Independent director at Ameren Corporation (AEE) since 2018; age 62. Former President of Consolidated Edison Company of New York, Inc. (2009–2017) and previously Senior Vice President for Transmission and Distribution at Dominion Resources (1985–2009). The Board affirmed his independence in February 2025, citing no material relationships and compliance with NYSE and Ameren standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consolidated Edison Company of New York, Inc. | President | 2009–2017 | Led one of the nation’s largest regulated utilities serving electric, gas, and steam customers . |
| Dominion Resources | Senior Vice President, Transmission & Distribution (prior roles since 1985) | 1985–2009 | Senior leadership in regulated utility operations and grid T&D . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | Ameren discloses no current public company directorships for Mr. Ivey . |
Board Governance
- Committee assignments: Cybersecurity & Digital Technology Committee; Finance Committee; Nuclear, Operations & Environmental Sustainability Committee. No chair roles disclosed .
- Independence: Board determined Ivey is independent under NYSE listing standards and Ameren’s Director Nomination Policy (February 2025 review) .
- Attendance and engagement: The Board held seven meetings in 2024; each director attended at least 83% of Board and committee meetings, with average director attendance approximately 98%. All then-incumbent directors attended the 2024 annual meeting (virtual format) .
- Executive sessions: Independent directors (led by the Lead Director) hold executive sessions at every regularly scheduled Board meeting .
- Committee activity cadence (2024): Cybersecurity & Digital Technology (5 meetings); Finance (5); Nuclear, Operations & Environmental Sustainability (6) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 | Standard annual cash retainer; Mr. Ivey elected to defer all 2024 cash retainers . |
| Stock Awards ($) | $150,072 | Annual grant of common stock (immediately vested) awarded January 3, 2024; Mr. Ivey elected to defer the full 2024 stock award into Stock Units . |
| Total ($) | $275,072 | Sum of cash retainer and stock grant value . |
| Program structure (directors) | Cash: $125,000; Chair retainer: $20,000; Lead Director retainer: $30,000; Equity: $150,000 common stock (annual grant). For 2025, equity increased to $170,000; other elements unchanged . |
Performance Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $0 | No performance-based cash incentives for directors disclosed; director compensation is cash retainer plus equity grants . |
Ameren’s director program consists of fixed cash retainers and annual equity grants in common stock; no options or performance share units are disclosed for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Ivey . |
| Interlocks / Related party exposure | Board’s independence review found no material relationships impacting independence; 2024 had no Related Person Transactions . |
Expertise & Qualifications
- Strategic planning, regulatory, operations, risk management, government relations, environmental and sustainability, and customer relations—derived from senior leadership roles at regulated utilities (Con Edison; Dominion) and contributions as a current Board/committee member .
Equity Ownership
| Item | Value | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership – common stock (incl. Stock Units per footnote) | 14,495 | March 10, 2025 | Percent owned “*” (less than 1%); Ameren outstanding shares used for calc: 270,157,665 . |
| Stock Units balance (beneficial ownership footnote) | 14,495 | March 10, 2025 | Stock Units under Directors Deferred Compensation Plan counted in beneficial ownership table footnote . |
| Deferred Stock Units (historical snapshot) | 12,584 | December 31, 2024 | Accumulated from prior deferrals and dividend equivalents . |
| Deferral elections (2024) | Cash retainer: deferred; Stock award: deferred | — | Directors Eder and Ivey deferred all cash retainers; Brinkley, Dickson, Eder, Harshman, Ivey, Johnson, Mackay deferred all 2024 stock awards . |
| Pledging/Hedging policy | Prohibited | — | Ameren prohibits pledges, margin accounts, short sales, and hedging/derivative transactions for directors and executive officers . |
| Director ownership guideline | 5× annual cash retainer within 5 years; must maintain | — | All non-management directors comply, except Mackay (deadline Dec 2025), Harris (2029), Vondran (2030). Ivey is not listed among exceptions (i.e., compliant) . |
| Section 16(a) compliance | No filing lapses in 2024 | — | Ameren reports directors and executive officers complied with Section 16(a) in 2024 . |
Stock Units are not actual shares and confer no shareholder rights until settlement; dividend equivalents are credited as additional Stock Units per plan terms .
Governance Assessment
- Alignment signals: Deferral of 2024 cash and equity into Stock Units increases long-term alignment and exposure to Ameren equity; anti-pledging/anti-hedging policies strengthen shareholder alignment .
- Board effectiveness: Independent status; service on cybersecurity, finance, and operations/sustainability committees matches his utility operations background, supporting oversight of critical risk areas (cyber, capital allocation, operations/environment) .
- Engagement: Strong overall Board/committee attendance in 2024 (each director ≥83%; average ~98%); executive sessions at every Board meeting; director development program indicates ongoing engagement in key risk topics (safety, cybersecurity, IRP) .
- Conflicts/related party: No 2024 Related Person Transactions; independence review found no material relationships impacting directors (Ivey not among directors with transactional affiliations; those transactions were below thresholds and ordinary course) .
- Pay structure: Director compensation is balanced (cash retainer plus equity grant); equity grant increased for 2025 ($170k) maintaining equity exposure; no director performance incentives or options (reduces pay complexity and potential misalignment) .
- Shareholder sentiment context: Ameren’s 2023 executive pay program (similar to 2024 structure) received ~95% approval at the 2024 annual meeting, indicating broad investor support for compensation governance practices .
RED FLAGS: None identified for Mr. Ivey based on disclosed independence, attendance, anti-pledging/hedging policies, absence of related-party transactions, and no other public board interlocks .