Fadi M. Diya
Senior Vice President and Chief Nuclear Officer, Ameren Missouri at AEE
Executive
About Fadi M. Diya
Fadi M. Diya is Senior Vice President and Chief Nuclear Officer (CNO) of Ameren Missouri, responsible for all nuclear operations since January 16, 2014; he joined Ameren in 2005 and previously served as Plant Director and Vice President of Nuclear Operations at the Callaway Energy Center . He holds B.S. and M.S. degrees in Civil Engineering from Bradley University, along with a senior reactor operator certification and advanced management training credentials (U. Chicago; UNC; MIT) . Diya was 62 years old as of December 31, 2024 and continues in the CNO role, now exceeding 11 years of tenure; Ameren’s corporate performance context during his tenure includes 2024 GAAP EPS of $4.42 and weather-normalized adjusted EPS of $4.65, and three-year TSR in the 44th percentile for 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameren Missouri (Callaway Energy Center) | Senior Vice President & Chief Nuclear Officer | 2014–Present | Leads all nuclear operations for Ameren Missouri |
| Ameren Missouri (Callaway Energy Center) | Vice President, Nuclear Operations | 2008–2014 | Accountable for safe operation of the facility |
| Ameren Missouri (Callaway Energy Center) | Plant Director | Pre-2008 | Oversaw plant operating leadership |
| Ameren Missouri (Callaway Energy Center) | Superintendent, Design Engineering | 2005–2008 | Led design engineering functions at Callaway |
| Harris Nuclear Plant (Progress Energy) | Manager of Engineering | Pre-2005 | Managed nuclear engineering at Progress Energy’s Harris plant |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Institute of Nuclear Power Operations (INPO) | Executive Advisory Group and Nuclear Uniform Curriculum Program committee member | Not disclosed | Industry leadership per profile source |
| Union Electric Company (Ameren Missouri) | Director (subsidiary board signatory) | 2023, 2025 | Listed among directors signing UE 10-K power of attorney |
Fixed Compensation
| Metric | 2019 | 2020 | 2022 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 515,000 | 540,000 | 570,500 (Exhibit 10.20) | 632,900 (Exhibit 10.19) |
| Short-Term Incentive Target (% of base) | — | 65% | — | — |
| Non-Equity Incentive Paid ($) | 561,500 | 366,500 | — | — |
| Stock Awards Granted ($) | 782,130 | 921,576 | — | — |
Notes:
- 2020 short-term incentive target opportunity was 65% of base salary; long-term incentive target 160% of base salary .
- 2022 and 2025 base salaries are reported in Ameren’s 10-K exhibits listing named executive officers’ base salaries .
Performance Compensation
| Program | Metric | Weighting | Target/Framework | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| STIP (2021) | Company STIP (EPS, safety, operational, customer, DE&I) | Plan-wide mix (EPS, safety, operational, customer, diversity) | As disclosed for NEOs | 127.0% of target payout (Diya) | Cash, paid following year |
| LTIP (Design, ongoing) | Relative TSR PSU | 60% | 3-year TSR vs utility peer group | 2018 PSU cohort: earned at 170% of target (plus dividend equivalents; see below) | 3-year performance; paid in stock |
| LTIP (Design, ongoing) | Clean Energy Transition PSU | 10% | 3-year MW additions/retirements | Program component in LTIP; 2022 grants earned 200% for NEO cohort (company-wide) | 3-year performance; paid in stock |
| LTIP (Design, ongoing) | Time-based RSU | 30% | Granted annually | Vests approximately 3 years from grant date | Time-based vesting |
Additional detail on 2018 PSU vesting (company-wide, including Diya’s cohort):
- 2018 PSU awards earned at 170% of target plus ~8.5% dividend equivalents, with value measured at $78.06 per share on 12/31/2020; Diya’s 2018 PSU earned shares totaled 15,399 units (earned value $1,202,046) . RSU/time-based awards vest on ~3-year schedule .
Equity Ownership & Alignment
| Ownership Element | 2020 | 2021 | Policy/Notes |
|---|---|---|---|
| Beneficially Owned Shares | 71,181 shares (Ameren common) | 83,588 shares (Ameren common) | Less than 1% of shares outstanding |
| Options | None | None | Company reports NEOs hold no stock options |
| Outstanding Equity (historical snapshot) | 49,794 unvested equity units (2014 table) | — | Represents PSU/RSU grants at maximum/target levels as of 2014 |
| Stock Ownership Guidelines | Applicable to NEOs and Section 16 officers | Applicable | Company maintains stock ownership requirements for senior management (specific multiples not disclosed here) |
| Pledging/Hedging | Prohibited | Prohibited | Policy prohibits pledges, short sales, margins and hedging transactions by directors and employees |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date (CNO) | January 16, 2014; role described as responsible for all aspects of nuclear operations |
| Years in Role | 11+ years as of early 2025 |
| Severance (Officer Severance Plan) | Provides benefits for involuntary termination not for cause (e.g., COBRA premiums); in 2021, Diya’s estimated cash severance was $1,257,500 with additional vesting amounts reflecting retirement eligibility; see table below |
| Change-of-Control (Double-Trigger) | Ameren’s plan requires both a change of control and qualifying termination; Diya is a participant at Benefit Level 1–3 per schedules (cash severance defined as a multiple of base pay plus target STI; pro-rated STI; pension credit; medical/dental/life coverage; accelerated equity vesting) |
| Clawback | Company maintains clawback for excess incentive compensation upon restatements; plan-specific clawback authority applies to annual and long-term incentives |
| Excise Tax Gross-Up (legacy) | 2021 estimates indicated excise tax gross-up applicable for Diya under then-current plan ($2,319,841); note: new participants after Oct 1, 2009 are not eligible for gross-ups, but Diya’s 2021 estimate reflected eligibility |
Change-of-Control and Severance Economics (as of 12/31/2020 estimates):
| Component of Pay | Death ($) | Disability ($) | Retirement at 12/31/20 ($) | Involuntary Termination Not for Cause ($) | Change of Control ($) |
|---|---|---|---|---|---|
| Cash Severance | N/A | N/A | N/A | 1,257,500 | 3,024,000 |
| PSU Vesting | 1,371,046 | 3,226,766 | 2,142,357 | 2,142,357 | 2,025,038 |
| RSU Vesting | 587,558 | 891,211 | 597,940 | 597,940 | 867,873 |
| Pension Credit | N/A | N/A | N/A | N/A | 531,625 |
| Health & Welfare Benefits | N/A | N/A | N/A | 24,358 | 111,370 |
| Outplacement (Max) | N/A | N/A | N/A | 25,000 | 30,000 |
| Excise Tax Gross-Up | N/A | N/A | N/A | N/A | 2,319,841 |
| Total | 1,958,604 | 4,117,977 | 2,740,297 | 4,047,155 | 8,909,747 |
Board Governance
- Diya is not a director of Ameren Corporation’s board; Ameren’s board committees set executive compensation policies and maintain oversight of nuclear operations through the Nuclear, Operations and Environmental Sustainability Committee . Diya is listed among directors signing Union Electric Company (Ameren Missouri) Form 10-Ks, indicating subsidiary board service .
Performance & Track Record
- Ameren’s corporate operating and regulatory achievements in 2024 include ~$4.3B capital investment across segments and 500 MW of new solar in service; these initiatives underpin the operating context for Callaway and nuclear oversight under Diya’s tenure . Ameren’s three-year (2022–2024) Relative TSR ranked 11th of 19 peers (44th percentile) and 2024 EPS was $4.42 (GAAP) and $4.65 (weather-normalized, adjusted) . STIP metrics include nuclear performance indices (INPO/WANO-based), safety, reliability and customer satisfaction .
Compensation Structure Analysis
- Shift toward performance equity: Ameren’s LTIP emphasizes PSUs (70% total PSU value split between TSR and Clean Energy Transition) with only 30% time-based RSUs; RSUs vest over ~3 years, aligning retention with long-dated performance . Clawback policies expanded beyond restatements to detrimental conduct and confidentiality violations, tightening pay-for-performance discipline . Anti-pledging/hedging policies and stock ownership requirements further align management with shareholders .
Equity Ownership & Alignment Details
- Diya’s reported beneficial Ameren holdings increased from 71,181 shares (2020) to 83,588 shares (2021), with no stock options outstanding; officers are subject to stock ownership guidelines and prohibited from pledging or hedging company securities .
Employment Terms (additional)
- Deferred Compensation: Diya’s nonqualified deferred compensation account balance totaled $2,693,315 at 12/31/2019, reflecting executive contributions, company match and earnings; above-market interest was disclosed per SEC rules .
- Perquisites: Limited perquisites include reimbursement for financial and tax planning services .
Investment Implications
- Tenure and role criticality: Diya’s 11+ year tenure as CNO and deep nuclear operations background reduce execution risk for Callaway’s safety and reliability; STIP includes nuclear performance indices, directly linking pay to operational outcomes .
- Alignment and retention: A high proportion of performance-based equity (TSR and Clean Energy Transition PSUs) and ownership policies align incentives; RSU vesting and deferred comp balances provide retention hooks .
- Change-of-control economics: Double-trigger plan with meaningful cash severance, pension credits, and accelerated equity vesting implies potential insider selling pressure around corporate control events; 2021 estimates show sizable CoC totals including a legacy excise tax gross-up for Diya, a shareholder-unfriendly feature for older plan participants even as newer entrants are excluded .
- Governance context: Ameren’s say-on-pay approvals and expanded clawback provisions mitigate compensation risk; nuclear oversight through board committees institutionalizes safety and performance focus relevant to CNO accountability .