Richard J. Harshman
AMERENAbout Richard J. Harshman
Richard J. Harshman (age 68) is an independent director of Ameren Corporation, serving since 2013. He is Chair of the Audit and Risk Committee and a member of the Human Resources Committee; the Board has determined he qualifies as an “audit committee financial expert.” He is the retired Executive Chairman, President, and CEO (and former CFO) of Allegheny Technologies Incorporated (ATI), bringing deep financial, operational, and risk oversight experience to AEE’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegheny Technologies Inc. (ATI) | Executive Chairman | Jan 2019–May 2019 | Led the board and oversight following CEO tenure . |
| Allegheny Technologies Inc. (ATI) | Chairman, President & CEO | May 2011–Dec 2018 | Led specialty materials manufacturer serving aerospace/defense, energy, medical, and industrial end-markets . |
| Allegheny Technologies Inc. (ATI) | President & COO | Aug 2010–May 2011 | Senior operating leadership . |
| Allegheny Technologies Inc. (ATI) | EVP & CFO | Dec 2000–Aug 2010 | Senior financial leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PNC Financial Services Group, Inc. | Director | 2019–Present | Current public company directorship . |
| Allegheny Technologies Inc. | Director | 2011–2019 | Prior public company directorship . |
Board Governance
- Committee roles: Chair, Audit and Risk Committee; Member, Human Resources Committee .
- Independence: Affirmatively determined independent by the Board in Feb 2025; transactions by companies affiliated with certain directors (including Harshman) with Ameren were ordinary-course and significantly below independence thresholds; independence not affected .
- Engagement and attendance: Board held 7 meetings in 2024; each director attended at least 83% of total Board and committee meetings; average attendance was ~98%. All incumbent directors attended the 2024 annual meeting (virtual) .
- Audit committee activity: ARC met 10 times in 2024; Harshman designated an SEC “audit committee financial expert”; all members financially literate. ARC oversees external auditor, internal audit, financial reporting, enterprise risk management, compliance, and ethics program .
- HRC activity: HRC met 6 times in 2024; oversees executive pay programs, clawbacks, human capital management, and succession planning .
- Board structure safeguards: Combined CEO/Chair structure offset by an elected independent Lead Director (currently Ellen M. Fitzsimmons) with defined authorities; independent executive sessions at every regular Board meeting .
| Governance Metric | 2024 | Notes |
|---|---|---|
| Board meetings held | 7 | Attendance: each ≥83%; avg ~98% . |
| ARC meetings held | 10 | Chaired by Harshman; financial expert designation . |
| HRC meetings held | 6 | Member: Harshman . |
Fixed Compensation
| Component (Director, 2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees (Board + committee service) | 148,556 | Includes base retainer and chair retainer; see program terms below . |
| Stock awards (immediately vested common stock) | 150,072 | Annual grant valued at ~$150,000 on Jan 3, 2024 . |
| Total | 298,628 | Sum of cash and equity . |
Program terms and 2025 changes:
- 2024 program: Annual cash retainer $125,000; Committee chair retainer $20,000; Lead Director retainer $30,000; annual equity grant $150,000 in common stock; customary expense reimbursement; nonqualified deferrals available .
- 2025 update: Equity component increased to $170,000; other elements unchanged .
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Director equity | Immediately vested common stock | None | Director grants are time-based stock, not PSUs/RSUs tied to performance . |
Ameren’s performance-based incentives (EPS, safety, operational, customer, inclusion; PSUs on TSR and clean energy) apply to executives, not directors .
Other Directorships & Interlocks
| Company | Relationship | Governance Consideration |
|---|---|---|
| PNC Financial Services Group, Inc. | Harshman is a director | Board’s independence review considered transactions with entities affiliated with several directors (including Harshman); all were ordinary course and significantly below independence thresholds; independence unaffected . |
| Allegheny Technologies Inc. | Former director | Prior affiliation disclosed . |
Expertise & Qualifications
- Extensive CEO/CFO/COO experience at ATI; strong strategic planning, financial, regulatory, operations, and human capital expertise relevant to a rate-regulated utility .
- Audit committee financial expert designation and leadership of ARC, overseeing financial reporting, risk, and compliance .
Equity Ownership
| Ownership Detail | Amount | Date/Status | Notes |
|---|---|---|---|
| Beneficially owned common shares | 22,398 | As of Mar 10, 2025 | Less than 1% of shares outstanding . |
| Deferred Stock Units (DSUs) | 7,859 | As of Dec 31, 2024 | From deferrals of annual stock awards + dividend equivalents . |
| Deferred Stock Units (DSUs) | 9,770 | As of Mar 10, 2025 | Held under Directors Deferred Compensation Plan . |
| 2024 deferral election | 100% of stock award | Elected | Harshman deferred his 2024 stock award into DSUs . |
| Director stock ownership guideline | ≥5× cash retainer | Requirement | All non-management directors currently satisfy the guideline (exceptions noted do not include Harshman) . |
| Hedging/pledging policy | Prohibited | Policy | Directors are prohibited from pledging or hedging Company securities . |
Additional DSU program terms:
- DSUs receive dividend equivalents credited as additional units; distributions occur upon board departure based on elected schedule; change-of-control converts DSUs to cash value if Company ceases to exist or is no longer listed .
Governance Assessment
- Strengths: Harshman chairs a highly active ARC (10 meetings) and is designated as an audit committee financial expert, indicating robust oversight of financial reporting, risk, compliance, and ethics. He is independent per Board determinations, complies with stringent anti-pledging/hedging policies, and satisfies stock ownership guidelines, reinforcing alignment with shareholders .
- Alignment: Material personal ownership (22,398 shares) plus DSUs; elected to defer equity, increasing long-term alignment. Director equity grants are in stock, not options, supporting straightforward alignment without complex performance conditions .
- Potential watch items: The Board’s combined CEO/Chair structure is mitigated by a strong Lead Independent Director framework with executive sessions at every regular meeting; continue to monitor balance of independent oversight. Transactions involving companies affiliated with some directors (including Harshman) were reviewed and deemed immaterial and ordinary-course; maintain transparency in future independence reviews .
- Program changes: 2025 increase in director equity to $170,000 raises equity weight in director pay; generally supportive of alignment, though investors may track overall pay levels relative to utility peers .