Ellen M. Fitzsimmons
Lead Independent Director at AEE
Board
About Ellen M. Fitzsimmons
Lead Independent Director at Ameren (AEE), age 64, director since 2009. Retired Chief Legal Officer and Head of Public Affairs at Truist Financial (2019–2023); previously Corporate EVP, General Counsel and Corporate Secretary at SunTrust Banks (2018) and Senior/Executive VP of Law & Public Affairs, General Counsel and Corporate Secretary at CSX (2003–2017; joined CSX in 1991). Independent under NYSE standards; presides over executive sessions of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Truist Financial Corporation | Chief Legal Officer and Head of Public Affairs | Dec 2019–Dec 2023 | Oversaw legal and public affairs functions |
| SunTrust Banks, Inc. | Corporate EVP, General Counsel & Corporate Secretary | 2018 | Governance and legal leadership |
| CSX Corporation | Senior/Executive VP of Law & Public Affairs; General Counsel & Corporate Secretary | 2003–Nov 2017 (joined 1991) | Led legal, government relations, public affairs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | No current public company directorships disclosed |
Board Governance
- Roles: Lead Independent Director since 2024; member, Audit and Risk Committee; member, Finance Committee (to transition off); slated to join Human Resources Committee upon re‑election at the 2025 Annual Meeting.
- Independence: Board affirmed independence in Feb 2025 under NYSE and Ameren standards; all standing committees are composed of independent directors.
- Lead Director authorities: Approves Board agendas and schedules, presides at executive sessions, serves as liaison to Chair/CEO, convenes independent director meetings, and may engage with major shareholders.
- Engagement/attendance: Board met 7 times in 2024; each director attended ≥83% of Board/committee meetings; average attendance ≈98%; all directors attended the 2024 Annual Meeting.
- Committee activity levels: Audit & Risk met 10 times (member); Finance met 5 times (member); HRC met 6 times (will join after re‑election).
Fixed Compensation
Director compensation program and 2024 actuals:
| Component | Ameren Program Terms (2024) | Ellen M. Fitzsimmons – 2024 Amount |
|---|---|---|
| Annual cash retainer | $125,000 (plus $30,000 for Lead Director; +$20,000 for committee chairs) | $144,333 cash fees |
| Equity grant | $150,000 in immediately vested common stock (annual grant ~Jan 1; increased to $170,000 starting 2025) | $150,072 stock awards |
| Meeting fees/other | No meeting fees disclosed; reimbursement of customary travel; eligibility for Director Deferred Compensation Plan | Not separately disclosed |
- Compensation governance: Nominating & Corporate Governance Committee directly retains Meridian; 2024 review found market-aligned pay; no consultant conflicts of interest.
Performance Compensation
| Metric Category | Director Program Design | 2024 Disclosure |
|---|---|---|
| Performance-based equity (PSUs, options) | Not used for directors; equity is immediately vested common stock (time-based) | Not applicable to directors |
| Performance cash bonus | Not used for directors | Not applicable |
Executive pay metrics (EPS, safety, operational, customer, EO&I; LTIP PSUs for relative TSR and Clean Energy Transition) apply to NEOs, not directors. 2024 say‑on‑pay support ≈95%.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transaction | Independence Outcome |
|---|---|---|---|
| Various (affiliations) | — | Board noted certain directors, including Fitzsimmons, were affiliated with companies purchasing/selling services to Ameren (rate‑regulated or competitively bid) | Transactions were significantly below thresholds; independence affirmed |
Expertise & Qualifications
- Legal, public affairs, governance, risk management, compliance, internal audit, and regulatory experience from major financial services and transportation companies.
- As Lead Director, provides counterbalance to combined Chair/CEO structure through defined authorities and oversight.
- Financial literacy (required for Audit & Risk); committee mandates include ERM, controls, and audit oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent Owned | Ownership Guideline Compliance |
|---|---|---|---|
| Ellen M. Fitzsimmons | 51,197 | “*” (per proxy table) | Non‑management director guideline: ≥5× cash retainer within 5 years; all non‑management directors currently meet guideline except Mackay (deadline Dec 2025), Harris (2029), Vondran (2030). Fitzsimmons meets guideline. |
- Anti‑hedging/anti‑pledging: Directors and executive officers are prohibited from pledging Ameren securities or engaging in hedging transactions.
- Director Deferred Compensation Plan: Directors may defer cash or stock awards into stock units; dividend equivalents added; distributions per plan—no above‑market earnings; individual deferral elections disclosed for certain directors (Fitzsimmons not listed among 2024 deferrers).
Governance Assessment
- Strengths:
- Lead Independent Director with clearly delineated authorities; presides over executive sessions each Board meeting—enhances independent oversight of strategy and risk.
- Active committee engagement (Audit & Risk; Finance; Human Resources pending) aligned to her legal/governance skill set; independent Board and committees.
- Robust director stock ownership policy; Fitzsimmons meets guideline; anti‑hedging/pledging policy improves alignment.
- High overall Board/committee attendance and participation; seven Board meetings in 2024; average attendance ≈98%.
- Watch items:
- Tenure since 2009 implies long service; Board runs regular refreshment, retirement at 72, and rotation across committees (she will move to HRC in 2025). Monitor continued refresh/rotation to sustain perspective diversity.
- Affiliation list indicates some director‑linked counterparties engage in rate‑regulated or competitively bid transactions with Ameren; independence reaffirmed and transactions under thresholds, but investors should continue monitoring related‑party exposure and disclosures.
- Compensation mix and alignment:
- 2024 cash fees $144,333 and equity $150,072; equity moved to $170,000 in 2025—maintains meaningful stock‑based exposure while avoiding performance metrics for directors (limits pay‑for‑performance signals but aligns via ownership).
Related-party transactions: None in 2024 per policy review; Board oversight processes include independence screening, ERM integration, and committee‑level risk management.