Stephen C. Lee
Vice President, Interim General Counsel and Secretary at AEE
Executive
About Stephen C. Lee
Stephen C. Lee is Vice President, Interim General Counsel and Secretary of Ameren Corporation (AEE) since February 2025; previously Vice President and Deputy General Counsel from April 2020 to February 2025. He was 53 as of December 31, 2024. In his interim GC role, Lee signed multiple SEC filings and provided legal opinions in financing transactions. His interim tenure coincided with Ameren’s 2024 pay-for-performance backdrop: GAAP EPS $4.42 (weather-normalized adjusted EPS $4.65), 2024 TSR ~27.5%, and a 2024 STIP corporate payout of 131.6% of target. Ameren appointed a permanent GC (David M. Feinberg) on November 4, 2025, ending Lee’s interim tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameren Corporation | Vice President, Interim General Counsel and Secretary | Feb 2025 – Nov 2025 | Corporate secretary of record signing 8‑Ks; oversight of disclosure and governance during transition period |
| Ameren Corporation | Vice President, Deputy General Counsel | Apr 2020 – Feb 2025 | Senior legal leadership supporting corporate and utility regulatory matters |
| Ameren Illinois Company | Interim General Counsel (capacity providing opinions) | 2025 | Authored issuer legal opinion and consent for $350M First Mortgage Bonds due 2055; contributed to underwriter closing deliverables |
External Roles
No external public company directorships or outside roles were disclosed in the proxy or 8‑K filings reviewed.
Fixed Compensation
- Base salary: Set annually based on market data (size‑adjusted median for regulated utilities), executive performance, and other factors; Ameren’s program applies to senior executives and Section 16 officers.
- Perquisites: Limited—reimbursement for financial and tax planning services and certain other benefits as described in proxy footnotes.
- Retirement/deferred comp: 401(k)/pension for employees; supplemental retirement for tax limits; executive deferred compensation allows deferral of salary/STIP with market-rate earnings.
Note: Ameren does not disclose Lee’s individual base salary or perquisite amounts; he was not a 2024 NEO.
Performance Compensation
2024 Short-Term Incentive Plan (company framework)
| Metric | Weight | Target Definition | 2024 Actual (Companywide) | Corporate Base Payout | Notes/Vesting |
|---|---|---|---|---|---|
| EPS | 70% | Board‑approved budget aligned to GAAP guidance; Committee may adjust for non-representative items | Adjusted for Rush Island $45M and FERC ROE $10M items | 131.6% of target | Annual cash; individual modifier ±25% for executives |
| Safety (c2c engagement, job‑safety briefing c2c, HSIF) | 10% | HSIF standalone and modifier; safety participation thresholds | Incorporated in 131.6% | 131.6% of target | HSIF cap applied if target not achieved |
| Customer (SAIDI, CSAT/ESRT) | 10% | Reliability duration and multi‑channel customer satisfaction | Incorporated in 131.6% | 131.6% of target | — |
| Operational (INPO Performance Index) | 5% | 18‑month Callaway index | Incorporated in 131.6% | 131.6% of target | — |
| Economic Opportunity & Inclusion | 5% | Workforce opportunity and local small/diverse business economic impact | Adjusted downward for criteria expansion | 131.6% of target | — |
- Program notes: 2024 STIP corporate base awards earned at 131.6% of target; NEO payouts (for named officers) were then modified by individual performance (range −25% to +25%).
Long-Term Incentive (LTI) Program structure
| Component | Share of Annual LTI Value | Performance Period / Vesting | Performance Metric / Payout Curve | Key Notes |
|---|---|---|---|---|
| PSUs (Relative TSR) | 60% | 3 years | 0–200% vs TSR peer group; 90th pct=200%, 50th=100%, 25th=50%; cap 150% if TSR negative | Aligns to shareholder returns |
| PSUs (Clean Energy Transition) | 10% | 3 years | 0–200% based on renewable/storage additions and fossil retirements (MW) | Supports strategic transition |
| RSUs (time‑based) | 30% | ~3 years | Service vest | Retention‑oriented |
- 2022 PSU outcomes (context for program rigor): Relative TSR PSU earned at 88.0% of target (44th percentile TSR); Clean Energy Transition PSU earned at 200.0% of target (2,518 MW over 2022–2024).
Equity Ownership & Alignment
- Stock ownership guidelines (Senior Leadership Team):
- CEO: 6x base salary; CFO and each business segment President: 3x; Other Section 16 Officers: 2x; other SLT: 1x. Executives below guideline must retain 75% of after‑tax shares from vesting until compliant.
- Anti‑hedging/anti‑pledging: Directors and executive officers are prohibited from hedging or pledging Ameren securities; no margin accounts or short sales permitted.
- Clawback: Dodd‑Frank compliant recoupment for restatements plus broader clawback in award terms for restatements or detrimental conduct/violations of confidentiality or non‑solicitation.
Note: Beneficial ownership for Lee is not listed in the Security Ownership table (limited to directors/NEOs).
Employment Terms
| Scenario | Key Terms (Officers/Section 16 framework) | Source |
|---|---|---|
| No employment agreement | Ameren states no written or unwritten employment agreements for NEOs; officers serve at-will | |
| Officer Severance Plan (involuntary termination without Cause) | Lump‑sum = 1x base salary + 1x target annual cash incentive; pro‑rated STIP at actual results; 12 months medical (employer subsidized); outplacement | |
| Change of Control (double‑trigger within 2 years) | Lump‑sum = 3x base salary + 3x target STIP; 3 years of additional pension credit; health and welfare; LTI treated per plan (generally no acceleration unless company ceases to exist/not publicly traded; otherwise vest/payout at end of period or upon qualifying termination) | |
| Taxes/gross‑ups | No excise tax gross‑ups for participants entering plan on/after Oct 1, 2009 |
Performance & Track Record (Context during Lee’s interim tenure)
| Metric | 2024 Outcome | Notes |
|---|---|---|
| Diluted EPS (GAAP) | $4.42 | Weather-normalized adjusted EPS $4.65 (non‑GAAP) |
| Dividend (annualized) | $2.68; +6.3% YoY | 12th straight increase in Feb 2025 |
| One‑year TSR (2024) | ~27.5% | 3‑yr relative TSR at 44th percentile (11th/19) |
| Capex (2024) | >$4.3B | Grid, generation transition, transmission |
| STIP corporate payout (2024) | 131.6% of target | Before individual modifiers |
Regulatory/strategic highlights: MISO LRTP Tranche 2.1 assignments (~$1.3B), MoPSC approvals (550 MW solar; 800 MW simple‑cycle NG), Rush Island retirement and securitization; ICC multi‑year plan revenue increase; settlement of Rush Island litigation.
Say‑on‑Pay & Compensation Governance
- Say‑on‑pay: The company’s 2023 program (most recent prior vote) received approximately 95% approval at the 2024 annual meeting.
- Committee oversight and risk controls: Independent consultant (Meridian); balanced mix of fixed/variable pay; caps; multiple metrics; enterprise risk oversight; robust clawbacks and ownership requirements.
Investment Implications
- Alignment: Metrics emphasize EPS (70% STIP), TSR (60% of LTI), and energy transition (10% of LTI), directly tying pay to regulated utility earnings growth, shareholder returns, and strategic transition deliverables—reducing agency risk.
- Governance safeguards: Double‑trigger CoC, broad clawbacks, and anti‑hedging/pledging policies reduce windfall and behavioral risks; ownership guidelines strengthen skin‑in‑the‑game for senior leaders.
- Retention/transition: Lee served capably in an interim capacity (signed SEC reports, issued financing opinions) until a permanent GC was appointed; no individual employment agreement or special retention bonuses disclosed, implying standard officer severance/CoC protections apply if designated.
- Payout discipline: 2024 STIP base payout at 131.6% reflects above-target execution but included clear, disclosed adjustments to isolate long‑standing legal/regulatory items—supporting credibility of pay outcomes.