Rafael Flores
Director at AEE
Board
About Rafael Flores
Rafael Flores (age 69) has served on Ameren’s board since 2015. He is a retired Senior Vice President and Chief Nuclear Officer of Luminant, with deep nuclear operations and regulatory experience; at Ameren he is independent and chairs the Nuclear, Operations and Environmental Sustainability Committee while also serving on the Audit and Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luminant (Texas-based electric utility) | Senior Vice President & Chief Nuclear Officer | 2009–2015 | Oversaw Comanche Peak Nuclear Power Plant operations; reported to nuclear oversight advisory board; represented company with NRC, INPO, NEI, and industry committees |
| Luminant | Various roles prior to CNO | Joined 1983 | Progressive nuclear operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | Ameren discloses no outside public company directorships for Flores |
Board Governance
- Independence: Board affirmed Flores is independent under NYSE and Ameren standards (Feb 2025) .
- Years of service: Director since 2015 .
- Lead Independent Director: Ellen M. Fitzsimmons (Flores not LID) .
- Executive sessions: Independent directors meet in executive session at every regular Board meeting .
- Attendance: Each director attended ≥83% of Board/committee meetings; average director attendance ~98% in 2024 .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Nuclear, Operations and Environmental Sustainability (NOESC) | Chair | 6 |
| Audit and Risk Committee (ARC) | Member | 10 |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fee ($) | Total Cash ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 125,000 (standard) | 20,000 (chair) | 145,000 | 150,072 (immediately vested common stock) | 295,072 |
| 2025 (program terms) | 125,000 (standard) | 20,000 (chair) | — | 170,000 (equity component increased) | — |
Notes:
- Director fees are median vs utility peers and reviewed annually; Meridian advises and found no conflicts in 2024 .
- Directors may defer cash and/or stock awards under the Directors Deferred Compensation Plan .
Performance Compensation
Ameren’s non-management director pay does not use performance-based metrics (no STIP/PSU for directors). Equity grants are time- and immediately vested common stock, not tied to EPS/TSR-based hurdles .
| Director Incentive Metric | Weight | Target | Actual/Payout |
|---|---|---|---|
| None (directors) | — | — | No performance metrics apply to director compensation |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None | No current public company boards disclosed | No interlocks identified |
Expertise & Qualifications
- Nuclear operations leadership (CNO at Luminant), direct engagement with NRC, INPO, NEI; extensive risk management and operations credentials .
- Skills include government relations, regulatory, industry operations, compensation, and administrative experience; tenure and contributions cited by Ameren in nominating rationale .
Equity Ownership
| Holder | Beneficial Common Shares | Deferred Stock Units | Percent of Common Stock | Pledging/Hedging | Ownership Guidelines |
|---|---|---|---|---|---|
| Rafael Flores | 14,107 | 12,933 Stock Units under Directors Deferred Compensation Plan | * (less than 1%) | Company prohibits pledging/hedging for directors and employees | Directors must hold ≥5x base annual cash retainer within 5 years; all non-management directors meet requirements except specified new directors—Flores is disclosed as compliant |
Plan mechanics:
- Deferred stock awards convert to Stock Units with dividend equivalents; payouts in common shares for whole units upon separation from Board, per plan terms .
Governance Assessment
- Board effectiveness: Flores chairs NOESC, a critical committee overseeing operations, safety, environmental compliance, and climate/sustainability risks; NOESC also informs HR Committee on safety and sustainability metrics in executive incentives—this strengthens operational oversight and ESG integration .
- Risk oversight: ARC membership places Flores within enterprise risk, controls, audit quality, and compliance oversight—beneficial given his nuclear and regulatory background .
- Independence and conflicts: Board’s annual review found directors (not including Flores) with ordinary-course transactions below thresholds; zero Related Person Transactions in 2024; Flores remains independent—low conflict risk .
- Attendance and engagement: Strong overall attendance (avg 98%); policy expects annual meeting attendance, met by all in 2024—supports engagement .
- Alignment: Director stock ownership requirement (≥5x cash retainer) and anti-pledging/hedging policy support alignment and reduce red flags .
- Compensation signals: Balanced cash ($145k including chair fee) and equity ($150k; rising to $170k in 2025 program) typical of utility peers; no performance-based director pay—neutral for pay-for-performance, but equity exposure plus ownership guidelines provide alignment .
RED FLAGS: None disclosed for Flores specifically. No pledging, no related-party transactions, and independence affirmed. Retirement policy at age 72 promotes refreshment (Flores is 69), implying near-term succession considerations for committee leadership .
Shareholder feedback:
- Active engagement program; sustainability-focused dialogues influence committee oversight scope and reporting .
- Prior say-on-pay approval ~95% (2024 meeting for 2023 program), indicating investor support for compensation governance broadly .