Cynthia J. Brinkley
Director at AEE
Board
About Cynthia J. Brinkley
Independent director since 2019 (age 65). Current roles: Chair of the Human Resources Committee and member of the Nominating and Corporate Governance Committee. Former Chief Administrative and Markets Officer at Centene; prior senior roles at General Motors and AT&T. Current outside public company directorship: Energizer Holdings, Inc. (2014–Present). The Board affirmed her independence in February 2025.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Centene Corporation | Chief Administrative & Markets Officer | Jun 2018 – Feb 2019 | Senior leadership at a managed healthcare company. |
| Centene Corporation | President & COO | Nov 2017 – Jun 2018 | Operational leadership across markets. |
| General Motors Company | Vice President, Global Human Resources | 2011 – 2013 | Enterprise HR leadership. |
| AT&T Inc. | SVP Talent Development; Chief Diversity Officer; President, AT&T Missouri | Various | Telecom leadership; state-level presidency. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energizer Holdings, Inc. | Director | 2014 – Present | Not disclosed in AEE proxy. |
Board Governance
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Human Resources Committee | Chair | 6 | Oversees executive pay, administers incentives, clawback policy, HCM oversight, succession planning, and risk review of compensation. |
| Nominating & Corporate Governance Committee | Member | 5 | Board evaluations, director pay policy, governance guidelines, related-person transactions policy, shareholder communications. |
- Independence: The Board affirmatively determined Brinkley is independent under NYSE and AEE standards.
- Board/Committee attendance: The Board met 7 times in 2024; each director attended at least 83% of their meetings; average attendance ~98%. All incumbent directors attended the 2024 annual meeting.
- Executive sessions and leadership: Independent directors hold executive sessions at every regularly scheduled Board meeting, led by the Lead Director (Ellen M. Fitzsimmons).
- Anti-hedging/pledging: Directors are prohibited from pledging or hedging AEE stock.
Fixed Compensation
| Year | Cash Retainer & Chair Fees ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| 2024 | 145,000 | 150,072 | 295,072 |
- Program design (2024): $125,000 annual cash retainer; +$20,000 for committee chairs; annual equity grant ~$150,000 in common stock.
- 2025 change: Equity grant value increased to $170,000; other elements unchanged.
- Deferral elections: Brinkley elected to defer her 2024 stock award into Stock Units under the Directors Deferred Compensation Plan.
Performance Compensation
- Not applicable for directors: AEE does not disclose performance-based bonuses or PSU/RSU metrics for non-management director compensation; director equity grants are immediately vested common stock (with optional deferral).
Other Directorships & Interlocks
| Entity | Relationship to Brinkley | Observed Transactions with AEE | Independence Impact |
|---|---|---|---|
| Energizer Holdings, Inc. | Current public company board | Not specifically disclosed | Board’s independence review concluded director-affiliated transactions (including those involving directors Brinkley, Eder, Harris, Harshman) were ordinary course and significantly below thresholds; independence unaffected. |
- Related person transactions: AEE reported no Related Person Transactions in 2024.
Expertise & Qualifications
- Executive leadership (healthcare operations), strategic planning, financial and regulatory acumen, compensation and global human capital management; telecom and operations experience; risk management and sustainability exposure. The Board cited these skills in supporting her nomination.
Equity Ownership
| Metric | Amount | As-of Date |
|---|---|---|
| Shares of Common Stock Beneficially Owned | 11,588 | Mar 10, 2025 |
| Percent of Shares Outstanding | <1% | Mar 10, 2025 |
| Deferred Stock Units (Directors Plan) | 7,677 | Mar 10, 2025 |
| Deferred Stock Units (Directors Plan) | 5,766 | Dec 31, 2024 |
- Director stock ownership guideline: Non-management directors must own AEE stock equal to at least 5× the base annual cash retainer within five years of election; Brinkley (elected 2019) satisfies the requirement.
- Anti-pledging/hedging: Company policy prohibits pledging, short sales, margin accounts, and any hedging of AEE equity by directors.
- Deferred compensation mechanics: Stock awards may be deferred into Stock Units with dividend equivalents; distributed in stock or cash per plan terms upon board departure.
Governance Assessment
- Committee leadership: As HRC Chair, Brinkley oversees executive compensation design, clawbacks, and HCM—key levers for pay-for-performance and talent oversight.
- Investor alignment signals: Robust clawback provisions in incentive programs; prohibition on hedging/pledging; strong stock ownership guidelines for directors.
- Shareholder feedback: The 2023 executive compensation program received ~95% approval; the Board recommended “FOR” on 2024 say-on-pay in 2025.
- Engagement and attendance: High board-level attendance (~98%) and mandated participation in shareholder meetings indicate engagement.
- Conflicts review: Board independence assessment considered director-affiliated commercial transactions and charitable ties; all were below thresholds and did not impair independence; no Related Person Transactions in 2024.
Overall, Brinkley’s leadership of the Human Resources Committee, independence affirmation, and compliance with ownership and anti-hedging policies support investor confidence; combined Chairman/CEO structure is mitigated by a strong Lead Independent Director and fully independent standing committees.