Leo S. Mackay, Jr.
AMERENAbout 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.