Shawn E. Schukar
Chairman and President, ATXI (Ameren Transmission Company of Illinois) at AEE
Executive
About Shawn E. Schukar
Shawn E. Schukar is Chairman and President of Ameren Transmission Company of Illinois (ATXI), serving in this role since May 2017; he is 63 years old and is listed among Ameren’s executive officers in the 2025 proxy filings . Under Ameren’s enterprise strategy in 2024, the company delivered GAAP EPS of $4.42 ($4.65 weather‑normalized, adjusted) and a 27.5% total shareholder return (TSR) for the year, with 3‑year TSR (2022–2024) of 15.7% (44th percentile vs. peer group), which informs incentive outcomes tied to performance share units (PSUs) . ATXI and Ameren captured all MISO LRTP Tranche 1 projects in their territories and were subsequently assigned approximately $1.3 billion of Tranche 2.1 projects; Schukar publicly emphasized speed and cost discipline for these builds .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ameren Transmission Company of Illinois (ATXI) | Chairman & President | May 2017 – Present | Led competitive wins across MISO LRTP projects; assigned ~$1.3B of Tranche 2.1 projects; advanced grid reliability and clean energy transmission enabling . |
| Ameren Corporation (functional) | Transmission operations leader (by function) | 2024 (disclosed) | Articulated approach to grid‑enhancing technologies as complementary to large grid investments during earnings Q&A . |
External Roles
- Not disclosed.
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | 505,000 | 545,000 |
| Target Short‑Term Incentive (STIP) as % of Salary | 65% | 65% |
Notes:
- Ameren targets size‑adjusted median pay vs. utility peers .
Performance Compensation
Short‑Term Incentive (STIP) – 2024 structure and outcome
- Plan metrics: GAAP EPS, safety, operational, customer satisfaction, and economic opportunity & inclusion, with an individual performance modifier .
- Base payout earned (before individual modifier): 131.6% of target for 2024 .
- Individual performance modifier for Schukar: +10% .
- Final STIP payout as % of target: 144.8% .
| Item | Detail |
|---|---|
| STIP metric framework | EPS; safety; operational; customer; economic opportunity & inclusion |
| Base payout earned | 131.6% of target |
| Individual performance modifier (Schukar) | +10% |
| Final payout (Schukar) | 144.8% of target |
Long‑Term Incentive (LTI) – design and 2024 grants
- LTI mix: 60% PSUs (Relative TSR), 10% PSUs (Clean Energy Transition MW adds/retirements), 30% time‑based RSUs; approx. 3‑year vesting .
- 2024 grant to Schukar (grant date 2/8/2024): PSU target 7,663 units (threshold 3,832; max 15,326); RSUs 3,283 units; grant‑date fair value $673,328 .
- LTI target as % of salary (2024): 155% .
- Prior cycle performance: 2022 PSU–TSR earned at 88%; 2022 PSU–Clean Energy earned at 200%; 2022 awards vested on payment date March 3, 2025 .
| Component | Weight | 2024 Target/Grant | Vesting/Notes |
|---|---|---|---|
| PSUs – Relative TSR | 60% | 7,663 target units (3,832 thr; 15,326 max) | 3‑year performance; 2022 cycle paid at 88% for TSR, vested Mar 3, 2025 |
| PSUs – Clean Energy Transition | 10% | Included in above | 2022 cycle paid at 200%, vested Mar 3, 2025 |
| RSUs (time‑based) | 30% | 3,283 units (2/8/2024 grant) | Vest upon payment date in March of third calendar year (no later than Mar 15, 2027 for 2024 RSUs) |
| LTI target as % of salary | — | 155% of salary | — |
Realized 2024 vesting:
- 2021 awards: 5,433 shares acquired on vesting; value realized $386,775 at $71.19 (Feb 29, 2024 close) .
Equity Ownership & Alignment
| Item | Value/Disclosure |
|---|---|
| Outstanding unvested stock (12/31/2024) | 12,822 shares; market value $1,142,954 at $89.14 |
| Outstanding unearned PSU/other rights (12/31/2024) | 22,136 units; payout value reference $1,973,203 at $89.14 |
| 2022 PSU outcomes | TSR: 88%; Clean Energy Transition: 200%; vested upon payment Mar 3, 2025 |
| 10b5‑1 trading plan | Adopted 5/22/2024; to sell 100% of net shares from vesting in Mar 2025 and Mar 2026; estimated max 10,170 shares; plan terminates by 3/31/2026 |
| Insider Form 4 (Mar 4, 2025) | Sold 4,743 shares at ~$103.79; post‑trade direct holdings reported; tax withholding of 2,330 shares on 2/28/2025 in connection with vesting (as reported) |
| Deferred compensation balance (12/31/2024) | $3,858,286; includes $2,364,717 exec contributions; $207,316 company match; $1,286,252 earnings |
| Ownership/hedging/pledging policies | Stock ownership requirements for NEOs; anti‑hedging and anti‑pledging policies for directors and executive officers |
Notes on ownership guidelines:
- The proxy discloses that NEOs are subject to stock ownership requirements; specific multiples were not detailed in the cited sections .
Employment Terms
| Provision | Term |
|---|---|
| Change‑of‑Control (CoC) plan | Double‑trigger required for severance and accelerated vesting under equity plans |
| CoC severance level (Schukar) | Benefit Level 1‑2 (two years): lump‑sum 2x base salary + 2x target STIP; pro‑rata STIP for year of termination; 2 years of medical/dental/life insurance; additional 2 years of pension credit |
| Clawbacks | Dodd‑Frank compliant recoupment for restatements; additional clawback authority for detrimental conduct and policy violations |
| Tax gross‑ups | No excise tax gross‑ups for CoC participants who began on/after Oct 1, 2009 |
Additional Compensation Detail (2024)
| Element | Amount |
|---|---|
| Salary ($) | 505,000 |
| Stock Awards grant‑date fair value ($) | 673,328 |
| Non‑Equity Incentive (STIP) ($) | 475,200 |
| Change in pension value and above‑market deferral earnings ($) | 208,426 (includes $200,421 pension plan increase; $8,005 above‑market deferral interest) |
| All other compensation ($) | 64,416 (includes $39,096 401(k) employer contributions; $14,050 life insurance premiums; other perquisites) |
Investment Implications
- Pay‑for‑performance linkage is robust: STIP tied primarily to EPS and operational metrics paid at 131.6% base, with a modest individual uplift; LTI is majority PSUs with explicit TSR and clean energy milestones (2022 cohort: TSR 88%, Clean Energy 200%) . This alignment reduces agency risk but can introduce variability if TSR underperforms peers.
- Near‑term selling pressure around vesting windows is likely programmatic: pre‑disclosed 10b5‑1 plan commits sales of net shares from March 2025 and March 2026 vestings (estimated up to ~10k shares), which should be interpreted as mechanistic rather than discretionary bearish signals .
- Retention/transition risk moderate: CoC economics for Schukar are 2x salary+bonus with benefit continuation and pension credits (double‑trigger), which is competitive but not excessive; anti‑hedging/anti‑pledging and ownership requirements further align interests .
- Execution backdrop constructive for transmission: ATXI’s continued capture of MISO LRTP projects (including ~$1.3B Tranche 2.1 assignments) positions Schukar’s domain for sustained capital deployment and potential PSU value realization tied to clean energy transition goals .
- Governance support intact: Say‑on‑pay historically strong (~95% approval in 2024), reducing risk of adverse vote pressure on incentive structures .