Leo S. Mackay, Jr.
Director at AEE
Board
About Leo S. Mackay, Jr.
Independent director since 2020 (age 63). Senior Vice President, Ethics and Enterprise Assurance and Chief Sustainability Officer at Lockheed Martin; serves on Ameren’s Audit and Risk Committee and Nuclear, Operations and Environmental Sustainability Committee. Determined independent by the Board in February 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | Senior Vice President, Ethics & Enterprise Assurance; Chief Sustainability Officer | Aug 2018–Present | Oversight of ethics, internal audit, compliance, sustainability; risk management expertise |
| Lockheed Martin Corporation | Senior Vice President, Internal Audit, Ethics & Sustainability | Jun 2016–Jul 2018 | Internal audit leadership; governance and controls |
| Lockheed Martin Corporation | Vice President, Ethics & Sustainability | Jul 2011–Jul 2016 | Ethics program and sustainability strategy |
| ACS State Healthcare, LLC | Chief Operations Officer | Not disclosed | Operational leadership |
| U.S. Department of Veterans Affairs | Leadership roles | Not disclosed | Governmental and regulatory experience |
| Bell Helicopter Textron, Inc. | Leadership roles | Not disclosed | Operations and compliance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cognizant Technology Solutions Corporation | Director | Oct 2012–Present | Current public company directorship |
| Lockheed Martin Corporation | Senior Vice President; Chief Sustainability Officer | Aug 2018–Present | Outside employment (not a directorship) |
Board Governance
- Committee assignments: Audit and Risk; Nuclear, Operations and Environmental Sustainability (NOESC). Not a committee chair.
- Committee activity: Audit and Risk met 10x in 2024; NOESC met 6x in 2024.
- Independence: Affirmatively determined independent under NYSE and company standards (Feb 2025).
- Attendance and engagement: Board held 7 meetings in 2024; average director attendance ~98%; each director attended at least 83% of Board/committee meetings; all incumbent directors attended the 2024 annual meeting (virtual).
- Board leadership: Lead Independent Director is Ellen M. Fitzsimmons; Lead Director responsibilities include presiding over executive sessions, agenda approval, liaison duties, and shareholder availability.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 125,000 | Standard non-management director cash retainer |
| Equity grant (common stock) | 150,072 | Immediately vested; Mackay elected to defer 2024 stock award into stock units |
| Committee chair fee | — | Only for chairs ($20,000); Mackay was not a chair in 2024 |
| Lead Director fee | — | $30,000 applies to Lead Director (not Mackay) |
| Total (cash + equity) | 275,072 | 2024 director compensation |
- Program structure: Non-management director pay includes $125,000 cash retainer and annual equity grant; equity component increased to $170,000 for 2025; travel reimbursement and optional deferrals permitted.
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based director pay | None disclosed; annual equity grants are immediately vested common stock (not performance-conditioned) |
| Options/PSUs for directors | Not disclosed; 2024 director table shows no options or non-equity incentives for directors |
Other Directorships & Interlocks
- Current public board: Cognizant Technology Solutions Corporation (since Oct 2012).
- Independence review: Board assessed director affiliations and ordinary-course transactions; Mackay was determined independent, and transactions involving other directors were below thresholds and not material to independence.
- Related person transactions: None in 2024.
Expertise & Qualifications
- Skills highlighted by Ameren: Operations, regulatory, accounting, financial, risk management, internal audit, compliance, environmental and sustainability, governmental, human capital, and administrative experience; aligns with Audit and Risk and NOESC committee work.
Equity Ownership
| Ownership Element | Amount | Percent | Notes |
|---|---|---|---|
| Common shares beneficially owned (Mar 10, 2025) | 9,865 | * | “Less than one percent” indicated by asterisk |
| Deferred Stock Units (DSUs) | 9,770 | — | Under Directors Deferred Compensation Plan; includes dividend equivalents |
| Hedging/pledging | Prohibited | — | Anti-hedging and anti-pledging policies for directors and executives |
| Director ownership guideline | 5x cash retainer | — | Must meet within 5 years of election; Mackay elected in 2020 and has until Dec 2025 to comply |
| Section 16(a) compliance (2024) | Compliant | — | All directors and executives timely filed in 2024 |
Governance Assessment
- Board effectiveness: Mackay’s audit, compliance, and sustainability credentials align with his Audit and Risk and NOESC committee roles, supporting oversight of enterprise risk, operations, and environmental sustainability.
- Independence and conflicts: Board affirmed his independence; no related person transactions in 2024; anti-hedging/pledging policies reduce alignment risks.
- Compensation alignment: Simple, transparent director pay (cash retainer + immediately vested stock), with optional deferral into DSUs; equity component increased for 2025, consistent with peer benchmarking; no incentive payouts or options that could create misalignment.
- Attendance signal: Strong Board-wide engagement (avg ~98% attendance; policy expects annual meeting attendance); supports investor confidence in oversight rigor.
RED FLAGS: None disclosed specific to Mackay. Not yet required to meet the 5x retainer ownership guideline until Dec 2025; monitor progress toward compliance as the deadline approaches.