Gwendolyn G. Mizell
Senior Vice President and Chief Sustainability Officer at AEE
Executive
About Gwendolyn G. Mizell
Gwendolyn G. Mizell is Senior Vice President and Chief Sustainability Officer at Ameren Services, serving on Ameren’s Executive Leadership Team since March 2023; prior roles included Vice President positions overseeing Sustainability, Electrification, Innovation, Diversity and Philanthropy (2019–2023). She holds an MS in management and public policy analysis (Carnegie Mellon), a BS in materials science and engineering (UAB), and certificates from Harvard JFK School and Georgetown; her industry experience spans Westinghouse, Siemens, ABB, Calpine, KEMA and founding GSM Development . Company performance in 2024 included GAAP EPS of $4.42 and weather-normalized adjusted EPS of $4.65, a 6.3% dividend increase to $2.68 per share, and 27.5% TSR for 2024; three-year PSU performance measured TSR at 15.7% and paid 88% of target for TSR PSUs and 200% for Clean Energy Transition PSUs based on 2,518 MW additions/retirements (2022–2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameren Services | SVP & Chief Sustainability Officer | Mar 2023–Present | Chairs Sustainability Executive Steering Committee; integrates sustainability across enterprise |
| Ameren Services | VP, Chief Sustainability, Diversity & Philanthropy Officer | Mar 2022–Feb 2023 | Advanced ESG integration and community impact programs |
| Ameren Services | VP, Innovation & Chief Sustainability Officer | Jan 2021–Mar 2022 | Led innovation initiatives and sustainability strategy |
| Ameren Services | VP, Sustainability & Electrification | Jun 2019–Jan 2021 | Drove electrification strategy and clean energy planning |
| GSM Development; Westinghouse; Siemens; ABB; Calpine; KEMA | Various (President/CEO; engineering/consulting roles) | Pre-2015–2015 | Built consulting firm; deep energy engineering/operations background |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gibraltar Industries | Director | Feb 2021–Present | Board oversight for sustainability and strategy |
| Edison Electric Institute (EEI) | Co-chair, Sustainability Committee | Not disclosed | Industry sustainability leadership |
| American Association of Blacks in Energy (AABE) | Chair, Sustainability & Development Committees | Not disclosed | Advancing industry DEI and sustainability |
Fixed Compensation
- Ameren’s executive compensation program uses market median benchmarks for regulated utilities with pay adjusted for company and individual performance; components include base salary (set annually by the Human Resources Committee), short-term cash incentives (STIP), long-term equity (PSUs/RSUs), retirement benefits, perquisites, and double-trigger change-of-control protections .
- Specific base salary, target bonus %, and actual bonus paid for Ms. Mizell are not disclosed in the proxy; Ameren does not maintain individual employment agreements for NEOs, and officers participate under company-wide plans .
Performance Compensation
Short-Term Incentive (STIP) design and 2024 payout
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Earnings Per Share (EPS) | 70% | Aligned to Board-approved budget and GAAP guidance; subject to certain adjustments | Company-wide STIP base awards earned at 131.6% of target following adjustments | 131.6% of target | Cash (annual) |
| Safety (c2c engagement; job-safety briefing c2c; HSIF modifier) | 10% | Engagement 58% target; HSIF cap modifier if target not met | Not separately disclosed | Included in 131.6% overall | Cash |
| Customer measures (SAIDI; CSAT/ESRT accuracy) | 10% | Reliability and satisfaction indices per IEEE and internal measures | Not separately disclosed | Included in 131.6% overall | Cash |
| Operational (INPO Performance Index) | 5% | Weighted WANO/INPO index (0–100) | Not separately disclosed | Included in 131.6% overall | Cash |
| Economic opportunity & inclusion (EII; workforce opportunity) | 5% | Local small/diverse Tier 1 spend; diverse candidate slates | Payout reduced due to eligibility expansion adjustment | Included in 131.6% overall | Cash |
Notes: 2024 STIP included an individual performance modifier of ±25%; final payouts for NEOs ranged from 144.8% to 151.3% of target; Ms. Mizell’s individual STIP payout is not disclosed .
Long-Term Incentive (LTIP) structure and measured outcomes
| Metric (PSUs) | Weighting | Performance Period | Actual Performance | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Relative TSR vs utility peers | 60% of LTI | 2022–2024 (3 years) | TSR 15.7%; 44th percentile (11th of 19) | 88.0% of target | At ~3-year end; shares delivered per plan |
| Clean Energy Transition (MW additions + storage + fossil retirements) | 10% of LTI | 2022–2024 (3 years) | 2,518 MW achieved (exceeded 1,785 MW max) | 200.0% of target | At ~3-year end |
| Time-based RSUs | 30% of LTI | ~3-year vest | N/A (time-based) | N/A | ~3 years |
Equity Ownership & Alignment
- Senior Leadership Team stock ownership guidelines: CEO 6x salary; CFO and segment presidents 3x; other Section 16 officers 2x; other SLT 1x; if below guideline, must retain at least 75% of after-tax vested shares until met (policy applies across SLT; individual compliance for Ms. Mizell is not disclosed) .
- Anti-pledging and anti-hedging: directors and executive officers are prohibited from pledging Ameren securities, short sales, margin accounts, and any hedging transactions; broader prohibitions apply to all directors and employees for company-granted or personally held Ameren equity .
- Section 16 compliance: Ameren states all directors and executive officers complied with Section 16(a) reporting requirements in 2024 .
Employment Terms
- Officer Severance Plan (involuntary termination without Cause): lump sum equal to annual base salary + target annual cash incentive at termination; pro-rated annual incentive based on actual performance; 12 months of COBRA subsidized; outplacement services; subject to release; may be amended with 12 months’ notice for reductions .
- Change-of-Control Severance Plan (double-trigger): if terminated without Cause or by officer for Good Reason within two years of a Change of Control, cash lump sum equal to unpaid salary/vacation, pro-rata STIP for year, three years’ base salary and target STIP, three years’ additional pension credit; continued health/welfare benefits for three years; up to $30,000 outplacement; excise tax gross-up eliminated for officers designated on/after Oct 1, 2009; definitions of Change of Control, Cause, Good Reason as specified .
- Clawback: Dodd-Frank/NYSE-compliant recoupment of excess incentive-based compensation upon accounting restatement; expanded clawback under 2022/2014 omnibus plans for misconduct/restatements; awards subject to repayment if detrimental conduct or violation of confidentiality/non-solicit provisions .
Performance & Track Record
| Metric | FY 2024 |
|---|---|
| GAAP Diluted EPS | $4.42 |
| Weather-normalized Adjusted Diluted EPS (non-GAAP) | $4.65 |
| Dividends Per Share (annualized) | $2.68; +6.3% vs 2023 |
| Total Shareholder Return (calendar 2024) | 27.5% |
| Capital Investments | >$4.3B (Missouri $2.7B; Illinois Electric $578M; Illinois Gas $264M; Transmission $758M) |
Additional highlights: Approved 550 MW solar (MoPSC, Mar/Jun 2024); in-service 500 MW solar (Dec 2024); ICC approved multi-year grid/rate plan (+$309M revenue over 2024–2027); Rush Island coal retirement (Oct 2024) and $476M securitization; FERC base ROE set at 9.98%, with ~$10M charge for refunds; maintained disciplined O&M .
Investment Implications
- Alignment: Strong governance features (strict anti-pledging/hedging; ownership guidelines; robust clawbacks) and double-trigger CoC reduce misalignment risk; LTI weighting to TSR and Clean Energy Transition indicates balanced shareholder and regulatory objectives .
- Retention and selling pressure: Three-year RSU vesting and multi-year PSU cycles support retention; absence of pledging and hedging reduces forced selling risk; individual insider trading activity for Ms. Mizell is not disclosed here; Ameren reports full Section 16 compliance in 2024 .
- Pay-for-performance signals: 2024 STIP paid above target driven by EPS and operational execution; long-term PSUs demonstrated differentiated outcomes (TSR at 88% vs maximum clean energy PSU at 200%), reinforcing sustainability-linked value creation as a performance lever .
- Governance and committee oversight: Independent Human Resources Committee leverages an independent consultant (Meridian); no employment agreements for NEOs; comprehensive risk controls reviewed annually (caps, multi-metric design, measurement at corporate level) .