Martin J. Lyons, Jr.
About Martin J. Lyons, Jr.
Chairman, President & CEO of Ameren (AEE), age 58 as of December 31, 2024; CEO since January 2022 and Chairman since November 2, 2023, after a two-decade progression through finance and operating leadership roles including CFO and President of Ameren Missouri . Company performance under his recent tenure includes 2024 GAAP EPS of $4.42 and adjusted EPS of $4.65, with 2024 TSR of ~27.5% and three-year relative TSR (2022–2024) at the 44th percentile, while 2024 net income was $1,182 million; across 2013–2024, EPS CAGR was ~12.8% GAAP and ~7.6% adjusted, supported by ~$4.3B 2024 capex and ~7.4% rate-base growth . He has no outside public company directorships .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameren | Controller | 2001–2003 | Built internal controls and financial reporting foundation pre-CFO era . |
| Ameren | Vice President | 2003–2007 | Expanded finance leadership and oversight across subsidiaries . |
| Ameren | VP & Principal Accounting Officer | 2007–2008 | Strengthened accounting rigor as PAO . |
| Ameren | SVP & Principal Accounting Officer | 2008–2009 | Led accounting through market/industry shifts . |
| Ameren | SVP & CFO (also PAO) | 2009–2013 | Managed capital allocation, de-risked balance sheet . |
| Ameren | EVP & CFO | 2013–2019 | Drove investor credibility; relinquished PAO duties . |
| Ameren Services | Chairman & President | 2016–Present | Service platform leadership, efficiency initiatives . |
| Ameren Missouri | Chairman & President | Dec 2019–Jan 2022 | Led utility operations; milestones in clean energy transition . |
| Ameren | President & CEO | Jan 2022–Present | Set EPS/TSR-linked incentives; execution across segments . |
| Ameren | Chairman, President & CEO | Nov 2023–Present | Combined Chair/CEO; oversight strengthened by Lead Director and independent committees . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None | — | — | No outside public company directorships; avoids interlocks and conflicts . |
Fixed Compensation
Multi-year cash compensation and mix (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,100,000 | $1,200,000 | $1,275,000 |
| Bonus ($) | — | — | — |
| Non-Equity Incentive (STIP) ($) | $1,872,800 | $1,750,000 | $2,412,000 |
| Change in Pension Value ($) | — | $763,434 | $657,183 |
| All Other Compensation ($) | $113,321 | $174,094 | $177,169 |
| Total ($) | $7,357,331 | $9,009,431 | $9,731,030 |
2024 incentive targets (as % of base salary):
| Name | STIP Target (%) | LTIP Target (%) |
|---|---|---|
| Lyons | 125% | 475% |
Key perquisites/benefits (disclosed items):
- Required use of third-party charter aircraft for business and personal travel; incremental personal-use costs included .
- Financial/tax planning reimbursements; partial dues for business-use club membership; cybersecurity services .
Performance Compensation
Short-Term Incentive Plan (STIP) design and 2024 results:
- 2024 metric weights: EPS 70%; Safety 10%; Customer reliability/satisfaction 10%; Operational (INPO Index) 5%; Economic Opportunity & Inclusion (EII, Workforce Opportunity) 5%; plus Individual Performance Modifier (+/−25%) .
- Committee-approved adjustments excluded a $45M Rush Island settlement and a $10M FERC-related refund from 2024 EPS; EOI payout reduced for expanded eligibility effects; Lyons received +15% individual modifier .
- Base awards for 2024 metrics earned at 131.6% of target; Lyons’ final payout 151.3% of target, paid February 2025 .
| STIP Component (2024) | Weight | Target Definition | Actual/Payout | Notes |
|---|---|---|---|---|
| EPS | 70% | Board-approved budget aligned with GAAP guidance; Committee may adjust EPS for non-representative events | Base awards earned at 131.6% of target; Lyons final payout 151.3% with +15% modifier | Adjustment excluded long-running litigation/refund impacts . |
| Safety (c2c engagement, job-safety briefing c2c, HSIF) | 10% | c2c engagement target 58%; briefing target ≥58% of interactions; HSIF threshold 3 with cap effect | Included in 131.6% base award | HSIF cap limited overperformance if target not met . |
| Customer (SAIDI, CSAT incl. ESRT) | 10% | IEEE-consistent SAIDI; CSAT across channels incl. ESRT accuracy | Included in 131.6% base award | — |
| Operational (INPO Performance Index) | 5% | 18-month index of safety/reliability (WANO/INPO) | Included in 131.6% base award | — |
| Economic Opportunity & Inclusion (EII, Workforce) | 5% | Tier 1 local small/diverse spend; qualified diverse slate for leadership hires | Payout reduced for expanded eligibility impacts | — |
| Individual Performance Modifier | ±25% | Committee discretion (CEO); differentiates above/below expectations | Lyons: +15% → 151.3% final payout | Final payouts paid Feb 2025 . |
Long-Term Incentive Program (LTIP) structure and key outcomes:
| Award | Grant Date | Target # | Max # | Grant-Date FV ($) | Metric | Earned/Payout |
|---|---|---|---|---|---|---|
| 2024 PSU | 2/8/2024 | 59,284 | 118,568 | Included in $5,209,678 stock awards | Relative TSR and Clean Energy Transition (per plan) | In cycle; performance-based vesting per plan |
| 2024 RSU | 2/8/2024 | 25,407 | — | Included in $5,209,678 stock awards | Time-based | Vests on payment dates in 2026 and 2027, no later than Mar 15 of each year |
| 2022 PSU (Clean Energy) | 2/10/2022 | 4,707 | — | $412,851 target value | Clean Energy Transition | Earned 200% of target; 10,314 shares incl. dividends; value $919,390 at $89.14; vested on Mar 3, 2025 |
| 2022 PSU (Relative TSR) | 2/10/2022 | — | — | — | Relative TSR vs peer group | Earned 88% of target; part of 2022 PSU outcomes |
| 2022 RSU | 2022 grants | — | — | — | Time-based | Vested on Mar 3, 2025 per plan |
Pay vs Performance (CEO):
| Year | SCT Total ($) | Compensation Actually Paid (CAP) ($) | Company TSR (vs $100 base) | Peer TSR (vs $100 base) | Net Income ($mm) | Company-Selected Measure: Adjusted EPS ($) |
|---|---|---|---|---|---|---|
| 2024 | 9,731,030 | 18,155,768 | 134.0 | 137.8 | 1,182 | 4.63 |
| 2023 | 9,009,431 | 2,812,991 | 105.1 | 111.6 | 1,152 | 4.38 |
| 2022 | 7,357,331 | 8,431,586 | 125.2 | 120.1 | 1,074 | 4.14 |
| 2021 | 9,807,836 | 13,567,261 | 122.1 | 118.3 | 990 | 3.84 |
| 2020 | 10,058,353 | 15,068,893 | 104.3 | 100.5 | 871 | 3.50 |
Equity Ownership & Alignment
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 203,034 shares | Less than 1% of outstanding common stock (footnote indicates “Less than one percent”) . |
| Unvested RSUs (number; MV) | 97,835 units; $8,721,011 MV at $89.14 | 2023/2024 RSUs vest as of payment dates in 2026 and 2027, respectively . |
| Unearned PSUs (number; payout value) | 172,089 units; $15,340,013 payout value at $89.14 | Reflects performance-based awards in cycle . |
| Options | None exercisable within 60 days; no options disclosed outstanding for NEOs | Company does not reprice/backdate equity . |
| Management stock ownership guideline | 6x base salary for CEO | All NEOs satisfy ownership requirements; retain 75% of after-tax shares until compliant . |
| Hedging/pledging policy | Prohibited for directors and executive officers | Enhances alignment; bans margin accounts/derivatives/short sales . |
Vesting calendar relevant to potential selling pressure:
- 2022 PSU/RSU awards vested and paid March 3, 2025 .
- 2023 RSUs vest by March 15, 2026; 2024 RSUs vest by March 15, 2027, subject to continued employment .
Employment Terms
| Term/Plan | Provision |
|---|---|
| Employment agreements | None; NEOs are at-will employees . |
| Officer Severance Plan (involuntary termination not for cause) | Lump sum generally equal to base salary + target annual cash incentive at termination, pro-rated annual incentive based on actual performance, 12 months COBRA subsidized by company, and outplacement services; HRC may amend with 12 months’ notice if reduced . |
| CEO estimated severance (Dec 31, 2024 scenarios) | Involuntary termination not for cause: Cash severance $5,280,750; RSU vesting $3,261,365; PSU vesting $9,042,896; Health & welfare $24,468; Outplacement $25,000; Total $17,634,479 . |
| Change of Control Plan (double trigger) | Benefits only upon both CoC and qualifying termination (without Cause or for Good Reason) within two years; cash severance includes unpaid salary/vacation, pro-rata STIP, three years’ base and target STIP, plus three years’ pension credit; LTIP vesting terms summarized below; gross-up eliminated for officers first designated on/after Oct 1, 2009 . |
| CEO CoC economics (Dec 31, 2024 scenarios) | Cash severance $10,200,000; RSU vesting $5,374,161; PSU vesting $12,539,591; Pension credit $1,681,728; Health & welfare $124,252; Outplacement $30,000; Excise tax gross-up $11,164,791; Total $41,114,523 . |
| LTIP CoC treatment | If company continues/public post-CoC and no qualifying termination, PSUs/RSUs payable after vesting period; with qualifying termination, PSUs vest at actual performance at end of vesting; if company ceases to exist or delists post-CoC, target awards convert to nonqualified deferred comp with interest and paid per status (retirement, death/disability, termination) . |
| Clawbacks | SEC-compliant CAP clawback for restatements; additional clawbacks for restatements or detrimental conduct, including confidentiality and non-solicitation violations . |
| Tax gross-ups | No excise tax gross-ups except for officers who entered CoC Plan before Oct 1, 2009; CEO’s scenario includes estimated gross-up . |
Board Governance
- Director since 2022; as an employee director, he is not independent under NYSE standards and the Company’s policy; independent directors chair all standing committees (Audit & Risk, Human Resources, Nominating & Corporate Governance, Finance, Cybersecurity & Digital Technology, Nuclear/Operations/Environmental Sustainability) .
- Combined Chairman/CEO role was affirmed by independent directors given industry transformation and Lyons’ experience; governance safeguards include a designated independent Lead Director, independent-only committees, executive sessions at every regular Board meeting led by the Lead Director, and shareholder communications policy to the Board .
- Director stock ownership guideline: 5x cash retainer within five years; non-management directors retain 50% of after-tax shares until compliant; status tracked per director; management directors are subject to management guidelines (CEO: 6x salary) .
Compensation Structure Analysis
- Mix of pay emphasizes at-risk incentives; 2024 targets set at STIP 125% and LTIP 475% of salary, with no pre-set cash/equity allocation policy—market data used to calibrate ranges and increase at-risk proportion with responsibility .
- STIP adjustments excluded long-running legal/regulatory impacts from EPS, and reduced EII payouts for post-target eligibility expansion, indicating Committee discretion to isolate operational performance while moderating non-core effects .
- LTIP is primarily performance-based, with dual metrics (Relative TSR and Clean Energy Transition) and explicit payout transparently disclosed; 2022 PSUs earned 88% (TSR) and 200% (Clean Energy) with dividend equivalents and modest stock appreciation .
- Risk controls: caps on payouts, multiple performance measures, clawbacks (SEC and plan-level), anti-hedging/anti-pledging, independent consultant (Meridian) advising HRC on pay and risk, and stock ownership requirements .
SAY-ON-PAY & Shareholder Feedback
- 2023 executive compensation program (similar to 2024) received approximately 95% shareholder support at the 2024 annual meeting; Board recommends “FOR” on the advisory vote in 2025 .
Equity Award Calendar and Potential Trading Signals
| Event | Date | Potential Implication |
|---|---|---|
| 2022 PSU/RSU vesting/payment | March 3, 2025 | Delivery of shares can create near-term supply; monitor Form 4 for dispositions. |
| 2023 RSU payment | By March 15, 2026 | Time-based delivery; retention-contingent. |
| 2024 RSU payment | By March 15, 2027 | Time-based delivery; retention-contingent. |
Investment Implications
- Alignment: Strong pay-for-performance linkage via EPS-heavy STIP and TSR/Clean Energy PSUs; CEO exceeds stock ownership guidelines (6x salary requirement, with anti-hedging/pledging), supporting long-term alignment .
- Retention risk: Low near term given significant unvested RSUs/PSUs and robust severance protections; however, double-trigger CoC benefits are sizable and include an excise tax gross-up for long-tenured participants—a shareholder-unfriendly feature to monitor .
- Governance: Combined Chair/CEO structure is mitigated by independent Lead Director, independent committees, and routine executive sessions; independence concerns are addressed through policies, but investors often discount combined roles—monitor lead director effectiveness and committee oversight .
- Trading signals: Known vesting/payment windows (Mar 2025, Mar 2026, Mar 2027) can coincide with potential insider sales; track Form 4s for activity post-vesting and around STIP payouts to gauge selling pressure .
- Performance execution: 2024 EPS growth and strong TSR alongside investment in grid modernization and clean energy transition support mid-term earnings growth drivers; continued regulatory outcomes and capital discipline remain critical under incentive structures .