Steven O. Vondran
Director at AEE
Board
About Steven O. Vondran
Steven O. Vondran (age 54) joined Ameren Corporation’s Board on January 1, 2025 as an independent director. He is President and Chief Executive Officer of American Tower Corporation (since February 2024) and serves on Ameren’s Finance Committee and Nuclear, Operations and Environmental Sustainability Committee (NOESC). The Board affirmatively determined his independence in February 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Tower Corporation | President & CEO | Feb 2024–Present | Global REIT leader in communications real estate; executive oversight across operations, regulatory, and risk management. |
| American Tower Corporation | EVP & Global COO | Nov 2023–Feb 2024 | Led global operations transition immediately prior to CEO appointment. |
| American Tower Corporation | EVP & President, U.S. Tower Division | Aug 2018–Oct 2023 | Ran largest business unit; deep operating and financial accountability. |
| American Tower Corporation | SVP & General Counsel, U.S. Tower Division | Aug 2010–Aug 2018 | Legal, regulatory, compliance leadership for U.S. towers. |
| American Tower Corporation | SVP, U.S. Leasing Operations | Aug 2004–Aug 2010 | Commercial leasing execution and portfolio monetization. |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| American Tower Corporation | Director | Feb 2024–Present | Public company board seat; committees not disclosed in Ameren proxy. |
Board Governance
- Committee assignments: Finance Committee member; NOESC member.
- Independence: Board determined Vondran and all standing committee members (including Finance and NOESC) are independent under NYSE and Ameren policy.
- Board/committee cadence: Board met 7 times in 2024 (average attendance ~98%); Finance met 5 times; NOESC met 6 times.
- Lead independent director: Ellen M. Fitzsimmons; independent directors hold executive sessions at every regularly scheduled Board meeting.
- Stock ownership guideline (directors): Own Ameren stock equal to ≥5x base annual cash retainer within 5 years; Vondran has until 2030. Anti-pledging/anti-hedging applies.
- Director commitments policy: As an executive of another public company, may serve on ≤2 public company boards (including Ameren) without prior Board approval.
- Section 16 compliance: All directors and executive officers were in compliance during 2024.
Fixed Compensation
Ameren’s non-management director program; Vondran did not receive 2024 director pay (elected 1/1/2025).
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer | $125,000 | $125,000 |
| Committee chair additional retainer | $20,000 (if chair) | $20,000 (if chair) |
| Lead Director additional retainer | $30,000 (if Lead Director) | $30,000 (if Lead Director) |
| Equity – annual grant (common stock; immediately vested) | $150,000 (granted Jan 3, 2024 to incumbents) | Equity components increased to $170,000 for 2025 (program-level change approved by Board) |
| Initial election grant | $150,000 common stock, pro-rated; paid in lieu of annual grant for directors commencing Jan 1 (2024 program terms) | Equity components increased to $170,000 for 2025 (Board-approved increase applies to equity program) |
| Deferred compensation option | Cash and stock award deferrals into Stock Units; dividend equivalents reinvested; lump sum or installments post-service (up to 15 years) | Same |
Performance Compensation
Ameren directors do not receive performance-based equity; the Board oversees company incentive design. NOESC (where Vondran serves) provides input to HR Committee on safety/environment/operational goals used in executive pay.
Company incentive framework overseen by the Board:
| Program | Metric | Targeting/Weight | Notes |
|---|---|---|---|
| Short-Term Incentive (STIP) 2024 | EPS | 70% | Adjusted per committee policy for certain non-recurring regulatory/legal items. |
| STIP 2024 | Safety (c2c engagement; JSB c2c; HSIF modifier) | 10% | HSIF target acts as cap on other safety payouts if not met. |
| STIP 2024 | Customer (SAIDI; CSAT & ESRT accuracy) | 10% | Reliability and satisfaction indices. |
| STIP 2024 | Operational (INPO Performance Index) | 5% | Nuclear plant operations performance index. |
| STIP 2024 | Economic opportunity & inclusion | 5% | Workforce Opportunity and Tier 1 local small/diverse spend (subject to payout adjustment). |
| STIP 2024 | Individual performance modifier | ±25% (cap 200% total) | CEO/Committee discretion based on leadership and goals. |
| Long-Term Incentive (LTIP) | PSUs – Relative TSR vs. peer group | 60% of LTI grant value | 0–200% payout scale; capped at 150% if TSR negative. |
| LTIP | PSUs – Clean Energy Transition (MW additions/retirements) | 10% of LTI grant value | 0–200% payout based on total MW targets; supports sustainability goals. |
| LTIP | RSUs (time-based) | 30% of LTI grant value | Approx. 3-year vesting; paid in stock. |
Other Directorships & Interlocks
| Entity | Relationship to Vondran | Ameren relationship | Independence/Conflict handling |
|---|---|---|---|
| American Tower Corporation | CEO; Director | Ameren’s Board reviewed transactions involving companies affiliated with directors (including Vondran); all were ordinary course, below thresholds; independence preserved. |
Related Person Transactions policy requires NCGC review/approval for transactions >$120,000 involving directors or their immediate family; none in 2024.
Expertise & Qualifications
- Legal, operations, regulatory, financial, risk management, compliance, governmental, human capital and compensation experience from leading a global REIT and prior senior legal/operational roles.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Stock Ownership Guideline | Compliance Timeline |
|---|---|---|---|---|
| Steven O. Vondran | 1,911 shares | Less than 1% | ≥5x annual cash retainer within 5 years; must retain ≥50% of after-tax shares until met | Has until 2030 to meet guideline (joined 2025) |
- Anti-pledging/hedging: Directors are prohibited from pledging Ameren securities, short sales, margin accounts, or hedging transactions.
- Section 16 reporting compliance: All directors and executive officers in compliance during 2024.
Governance Assessment
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Strengths
- Independent director with senior operating and legal/compliance background suited to Finance and NOESC oversight.
- Robust Board governance: independent committee chairs and members, executive sessions led by Lead Director, strong orientation/development practices.
- Clear director pay structure and stock ownership requirements promoting alignment; anti-hedging/anti-pledging policies reduce misalignment risk.
- NOESC linkage to sustainability and operational risk oversight; committee inputs into exec pay safety/environment metrics.
- Shareholder support signals: ~95% say‑on‑pay approval in 2024; active investor engagement (~35% of outstanding shares).
-
Watch items / potential conflicts
- External CEO role and concurrent American Tower board seat elevate time‑commitment and interlock considerations; Ameren’s Director Commitments Policy limits dual public board service by executives and Board reviewed related transactions, deeming them below thresholds and non‑material to independence.
- Current beneficial Ameren ownership is modest (1,911 shares) but within the five‑year guideline window to reach ≥5x retainer by 2030; monitor progress toward guideline compliance.
-
Sustainability oversight context
- Vondran serves on NOESC during a period of elevated stakeholder focus on clean energy transition; the Board opposes a current shareholder proposal seeking third‑party validation of Paris alignment and cites EPRI‑based analyses supporting Ameren’s 1.5°C pathway. Active NOESC oversight will be important for investor confidence.