Steven H. Lipstein
Director at AEE
Board
About Steven H. Lipstein
Independent director at Ameren Corporation since 2010; age 69. Retired President and Chief Executive Officer of BJC HealthCare (1999–2016; CEO through December 2017), with prior executive roles at The University of Chicago Hospitals and Health System and The Johns Hopkins Hospital and Health System; served as Chairman of the Federal Reserve Bank of St. Louis (2009–2011). Current Board committee memberships: Human Resources Committee (member) and Nominating & Corporate Governance Committee (member). Determined independent under NYSE and Ameren standards in February 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJC HealthCare | President & CEO | 1999–2016; CEO through Dec 2017 | Led one of the largest U.S. non-profit healthcare systems; strategic, financial and operational leadership cited by Ameren Board in qualifications. |
| The University of Chicago Hospitals and Health System | Executive roles | 1982–1999 | Senior healthcare operations and leadership experience. |
| The Johns Hopkins Hospital and Health System | Executive roles | 1982–1999 | Senior healthcare operations and leadership experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of St. Louis | Chairman | 2009–2011 | Banking, regulatory, and financial oversight experience noted among Board qualifications (strategic planning, banking, regulatory, financial). |
Board Governance
- Committee assignments: Human Resources Committee (member; HRC met 6 times in 2024; chaired by Cynthia Brinkley) and Nominating & Corporate Governance Committee (member; NCGC met 5 times in 2024; chaired by Catherine Brune). Lipstein is not a committee chair.
- Independence: Affirmatively determined independent (Feb 2025). All standing Board committees are composed entirely of independent directors.
- Attendance and engagement: Board held seven meetings in 2024; each director attended at least 83% of Board and committee meetings on which they served; average attendance across directors was ~98%. All incumbent directors attended the 2024 Annual Meeting (virtual format).
- Board leadership: Lead Independent Director is Ellen M. Fitzsimmons; executive sessions of independent directors are held at every regularly scheduled Board meeting and led by the Lead Director.
- Shareholder engagement: Ameren met with shareholders representing ~35% of outstanding common stock in 2024 to discuss governance, compensation, and sustainability topics.
Fixed Compensation
| Component (Director) | 2024 Amount (USD) |
|---|---|
| Annual cash retainer | $125,000 |
| Committee chair fees | $0 (not a chair) |
| Lead Director fee | $0 (not Lead Director) |
| Equity grant (common stock; immediately vested) | $150,072 (granted Jan 3, 2024; program value ~$150,000) |
| Total (cash + equity) | $275,072 |
Notes:
- Program design: Non-management directors receive $125,000 cash retainer and annual common stock grant (value $150,000 in 2024; increased to $170,000 for 2025); $20,000 chair fee and $30,000 Lead Director fee apply if applicable. Reimbursement for customary travel; eligibility for director deferred compensation plan.
Performance Compensation
Directors do not receive performance-based incentive compensation; director equity grants are immediately vested common stock, not PSUs/RSUs with performance metrics.
Ameren NEO incentive metrics overseen by HRC (context for HRC governance):
| Metric | 2024 Outcome |
|---|---|
| Short-Term Incentive (EPS, safety, operational, customer, economic opportunity & inclusion; plus individual modifier) | Earned at 131.6% of target (reflects adjustments described in CD&A) |
| Long-Term PSU – Relative TSR vs utility peer group over 3 years (2022–2024) | Earned at 88.0% of target (Ameren TSR 15.7%; 44th percentile vs peer group) |
| Long-Term PSU – Clean Energy Transition (renewables/storage additions and fossil retirements in MW over 3 years) | Earned at 200.0% of target (2,518 MW achieved vs 1,785 MW max threshold) |
| LTIP design weightings | 60% PSUs (TSR); 10% PSUs (Clean Energy Transition); 30% RSUs (time-based ~3-year vest) |
Clawbacks and risk controls:
- SEC-compliant clawback policy for excess incentive compensation; additional clawback authority for detrimental conduct/restatements; anti-hedging/anti-pledging; independent compensation consultant (Meridian) engaged by HRC.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Prior public company boards | None disclosed |
| Shared directorships with competitors/suppliers/customers | None disclosed; Board independence review found no material relationships affecting independence. |
| Related party transactions | None in 2024 (per Related Person Transactions Policy review) |
Expertise & Qualifications
- Strategic planning; banking and regulatory exposure; financial and operations; customer relations; human capital management and compensation; environmental/sustainability; administrative skills.
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficially owned common shares | 38,476 |
| Ownership as % of outstanding | Less than 1% |
| Options exercisable within 60 days | 0 (none held) |
| RSUs vesting within 60 days | 0 (none held) |
| Deferred Stock Units (director plan) | Not disclosed for Lipstein in footnote listing DSUs for certain directors (suggests no DSU balance) |
| Anti-hedging/anti-pledging | Company policy prohibits hedging and pledging by directors/officers. |
| Director stock ownership guidelines | Must own ≥5x base annual cash retainer within 5 years; retain ≥50% after-tax shares until compliant. |
| Compliance status | All non-management directors satisfy requirements except Mackay (deadline Dec 2025), Harris (2029), Vondran (2030); Lipstein not listed among exceptions (in compliance). |
| Section 16 compliance | All directors/officers complied with SEC Section 16(a) reporting in 2024. |
Governance Assessment
-
Strengths
- Independence affirmed; no related person transactions in 2024; anti-hedging/anti-pledging and robust clawbacks enhance alignment and risk control.
- Meets director stock ownership guidelines; holds meaningful equity stake (38,476 shares), supporting skin-in-the-game.
- Active HRC/NCGC participation; HRC oversees rigorous, multi-metric executive incentives and clawbacks; NCGC manages governance policies and related party reviews.
- Board engagement and attendance strong (≥83% for each director; ~98% average); shareholder engagement program robust (~35% of outstanding shares engaged).
- Say‑on‑Pay support high (≈95% approval in 2024), indicating investor confidence in compensation governance.
-
Watch items
- No current public company directorships (limits external market interlocks, but also reduces potential conflicts).
- Healthcare-heavy background; however, committee assignments (HRC/NCGC) align with his human capital and governance expertise rather than technical utility operations (Audit/NOESC).
-
Compensation signals for directors
- Balanced cash/equity mix ($125k cash; ~$150k equity in 2024; equity increased to $170k for 2025) sustains alignment without performance linkage; no options; equity is immediately vested common stock, minimizing complexity and repricing risks.
-
Overall
- Governance posture is solid: independence, attendance, ownership alignment, policies against pledging/hedging, and strong HRC oversight reduce conflict risk and support investor confidence. No red flags identified in 2024.