Michael L. Moehn
Senior Executive Vice President and Chief Financial Officer at AEE
Executive
About Michael L. Moehn
Michael L. Moehn, age 55, is Senior Executive Vice President and Chief Financial Officer of Ameren Corporation since March 2023; previously Executive Vice President & CFO (Dec 2019–Feb 2023) and Chairman & President of Ameren Services since Dec 2019 . Under management’s execution in 2024, Ameren delivered GAAP EPS of $4.42, weather-normalized adjusted EPS of $4.65, TSR of ~27.5%, and invested ~$4.3B in infrastructure, supporting ~7.4% rate base growth year over year . Over 2013–2024, Ameren’s cumulative TSR reached ~248%, and three-year TSR (2022–2024) ranked 11th of 19 peers (44th percentile), driving 88% PSU vesting on TSR and 200% vesting on Clean Energy Transition PSUs granted in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameren Corporation | Senior EVP & CFO | Mar 2023–Present | Oversight of corporate finance under multi-year capex and rate base growth strategy |
| Ameren Corporation | EVP & CFO | Dec 2019–Feb 2023 | Finance leadership during execution of long-term infrastructure and clean energy plans |
| Ameren Services | Chairman & President | Dec 2019–Present | Corporate services leadership supporting enterprise strategy and operations |
External Roles
No external public company directorships disclosed for Moehn in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 785,000 | 825,000 | 860,000 |
| Non-Equity Incentive (Annual Bonus) ($) | 972,000 | 887,900 | 1,106,300 |
| Stock Awards (Grant-Date Fair Value) ($) | 2,438,476 | 7,788,803 | 2,330,333 |
| Change in Pension Value & NQDC Earnings ($) | 7,980 | 508,537 | 447,911 |
| All Other Compensation ($) | 99,710 | 114,614 | 115,437 |
| Total ($) | 4,303,166 | 10,124,854 | 4,859,981 |
- 2024 STIP target bonus: 85% of base salary for the CFO role .
- 2024 STIP payout achievement: base awards earned at 131.6% of target; individual modifier +15% for Moehn, resulting in final payout 151.3% of target .
Performance Compensation
2024 Short-Term Incentive Plan (STIP) Mechanics and Results
| Metric | Weight | Target | Actual/Payout Basis | Payout Impact |
|---|---|---|---|---|
| EPS (GAAP adjusted per plan) | 70% | Aligned to Board-approved budget and annual GAAP guidance | Committee-adjusted to exclude Rush Island settlement ($45mm net of tax) and FERC ROE refunds ($10mm net of tax) | Included in 131.6% base payout |
| Safety: HSIF Count | — (modifier on safety metrics) | ≤3 events | Used as cap condition for other safety metrics | Included |
| Safety: c2c Engagement Rate | Part of 10% safety | 58% engagement | Capped at 100% if HSIF > target | Included |
| Safety: Job-Safety Briefing c2c | Part of 10% safety | ≥58% of c2c interactions on job briefings | Capped at 100% if HSIF > target | Included |
| Customer: Reliability (SAIDI) & CSAT | 10% | Not numerically disclosed | New measures adopted; ESRT accuracy included | Included |
| Operational: INPO Performance Index | 5% | 18-month INPO index target | Adopted in 2024 replacing prior Callaway index | Included |
| Economic Opportunity & Inclusion (Local small/diverse EII; workforce opportunity) | 5% | Targets set; EII eligibility expansion reduced payout vs initial target | Committee adjusted EO&I payout downward due to expanded eligibility | Included |
| Individual Performance Modifier | ±25% | Based on individual contributions | CFO modifier +15% for 2024 | Final payout 151.3% |
2024 Long-Term Incentive Program (LTIP) Grants
| Component | Grant Date | Shares (Threshold/Target/Max) | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs – Relative TSR (60% of LTI) | Feb 8, 2024 | 13,259 / 26,518 / 53,036 | 3-year performance; payout 0–200% of target based on TSR vs peer group | Included in total below |
| PSUs – Clean Energy Transition (10% of LTI) | Feb 8, 2024 | Included in PSU counts above | 3-year performance on MW of renewables/storage additions and fossil retirements | Included in total below |
| RSUs – Time-based (30% of LTI) | Feb 8, 2024 | 11,365 units | ~3-year vest; payment by Mar 15, 2027, subject to service | 2,330,333 |
Additional vesting context:
- 2022 PSU/RSU awards vested on payment date Mar 3, 2025; 2023 and 2024 RSUs vest on or before Mar 15, 2026 and Mar 15, 2027, respectively .
- 2022 PSUs earned at 88.0% (Relative TSR) and 200.0% (Clean Energy Transition) based on three-year outcomes to Dec 31, 2024 .
Special retention award:
- On Oct 12, 2023, Ameren granted Moehn a special five-year performance-based RSU award with $5.0M grant-date value at target, vesting Oct 31, 2028, with payout 75%–125% based on relative TSR; no pro-rata vesting on retirement; limited exceptions for death/disability; settled in shares with dividend equivalents; subject to clawback .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 140,003; <1% of outstanding |
| Unvested RSUs (12/31/2024) | 51,470 units; $4,588,037 market value (at $89.14) |
| Unearned PSUs (12/31/2024) | 148,371 units; $13,225,790 market/payout value (at $89.14) |
| Shares vested and value realized (2024) | 24,656 shares; $1,755,261 |
| Stock ownership guideline | CFO required ≥3x base salary; all NEOs meet guidelines |
| Hedging/pledging | Prohibited for directors and executive officers |
Employment Terms
| Provision | Key Terms |
|---|---|
| CIC protections | “Double-trigger”: requires both change-of-control and qualifying termination for severance and equity acceleration |
| Cash severance (involuntary, not for cause) | $2,697,300 |
| Cash severance (CIC) | $5,504,000 |
| Equity vesting (CIC) | PSU vesting value: $12,336,798; RSU vesting value: $2,677,142 |
| Equity vesting (death; disability; retirement) | Death: PSU $5,385,125; RSU $1,697,850. Disability: PSU $13,792,098; RSU $2,677,142. Retirement: PSU $4,605,775; RSU $1,697,850 |
| Pension credit (CIC) | $1,015,781 |
| Health & welfare and outplacement | $120,016 (CIC health & welfare); $30,000 outplacement max (CIC) |
| Excise tax gross-up (CIC) | $7,431,446 potential gross-up shown (legacy participants may have gross-up; policy excludes gross-ups for participants joining on/after Oct 1, 2009) |
| Clawback | SEC-compliant recoupment for restatements plus broader clawback for detrimental conduct, confidentiality/non-solicit violations; applies to annual and long-term incentives |
Pension and Deferred Compensation
| Plan | Years Credited Service | Present Value of Accumulated Benefit ($) | Cash Balance Account Lump Sum ($) |
|---|---|---|---|
| Retirement Plan | 24 | 935,991 | 752,226 |
| Supplemental Retirement Plan (SRP) | 24 | 1,919,010 | 1,542,248 |
Nonqualified deferred compensation (Executive Deferred Compensation Plan):
- 2024 contributions: $148,854 (exec) and $63,131 (company); 2024 aggregate earnings $402,634; year-end balance $3,517,368 .
Say-on-Pay & Compensation Governance
- Say-on-Pay support: ~95% in 2024 annual meeting for 2023 program; ~96% at 2023 annual meeting for 2022 program .
- Compensation philosophy: size-adjusted median vs utility peers; significant pay-at-risk with multi-metric STIP and PSU/RSU LTIP; independent consultant Meridian supports HRC and NCGC .
Compensation Structure Analysis
- Shift/mix: 2024 total comp of $4.86M includes $2.33M stock awards and $1.11M cash bonus; reflects continued emphasis on equity and performance-linked pay .
- Special retention award (Oct 2023) indicates targeted retention and leadership continuity for CFO role; five-year TSR-based RSU with capped payout if TSR negative; strong alignment to shareholder returns .
- Performance metric rigor: 2024 STIP adopted INPO index, SAIDI, CSAT, and EII; EPS targets aligned to budget/guidance; committee adjusted EPS for long-resolved proceedings to better reflect core performance .
- Policy safeguards: explicit anti-hedging/pledging, robust clawbacks, and double-trigger CIC reduce misalignment and windfall risks .
Performance Compensation Detail
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Relative TSR PSUs (granted 2022) | 60% of LTIP | Peer-relative TSR | Earned at 88.0% of target (2022–2024) | 3-year; paid Mar 3, 2025 |
| Clean Energy Transition PSUs (granted 2022) | 10% of LTIP | MW additions & retirements | Earned at 200.0% of target (2,518 MW vs max 1,785 MW) | 3-year; paid Mar 3, 2025 |
| RSUs (time-based) | 30% of LTIP | Service | Time-based vest; 2023 RSUs vest by Mar 15, 2026; 2024 RSUs by Mar 15, 2027 | ~3 years |
Risk Indicators & Red Flags
- CIC excise tax gross-up potential: large illustrative amounts shown for Moehn under CIC scenario (legacy eligibility); policy excludes gross-ups for post-2009 entrants .
- No options and no repricing: awards are PSUs/RSUs only; explicit ban on option repricing/backdating .
- Anti-pledging/hedging: strict prohibitions reduce misalignment and leverage-related risks .
Equity Ownership & Alignment Table
| Ownership Element | Amount/Policy |
|---|---|
| Shares owned | 140,003 |
| Ownership % | <1% of outstanding |
| Unvested RSUs (value) | 51,470 ($4,588,037) |
| Unearned PSUs (value) | 148,371 ($13,225,790) |
| 2024 vested shares (value realized) | 24,656 ($1,755,261) |
| Ownership guideline | ≥3x base salary; compliant |
| Pledging/Hedging | Prohibited |
Employment Terms
| Scenario | Cash Severance ($) | Equity Vesting – PSU ($) | Equity Vesting – RSU ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Death | N/A | 5,385,125 | 1,697,850 | N/A | 7,082,975 |
| Disability | N/A | 13,792,098 | 2,677,142 | N/A | 16,469,240 |
| Retirement (age per plan) | N/A | 4,605,775 | 1,697,850 | N/A | 6,303,625 |
| Involuntary not for cause | 2,697,300 | 4,605,775 | 1,697,850 | Health & welfare $24,468; Outplacement $25,000 | 9,050,393 |
| Change of Control (double trigger) | 5,504,000 | 12,336,798 | 2,677,142 | Pension credit $1,015,781; H&W $120,016; Outplacement $30,000; Excise gross-up $7,431,446 | 29,115,183 |
Investment Implications
- Alignment: High proportion of at-risk pay with multi-metric STIP and TSR/Clean Energy PSUs, strict ownership and anti-hedging/pledging policies, and robust clawbacks support pay-for-performance and shareholder alignment .
- Retention: The $5M five-year TSR-based RSU award in Oct 2023 signals CFO retention importance amid large capex cycle and execution needs; vesting contingent on sustained TSR performance reduces windfall risk .
- Red flags: Large potential CIC excise tax gross-up exposure for legacy participants is shareholder-unfriendly; monitor any plan amendments to eliminate gross-ups for all executives .
- Execution risk: Performance metrics incorporate nuclear operations (INPO), reliability (SAIDI), customer satisfaction (CSAT), and EO&I; successful delivery under elevated capital programs and regulatory outcomes remains key to incentive realization and equity value .