Theresa A. Shaw
About Theresa A. Shaw
Theresa A. Shaw (age 52) is Senior Vice President, Finance, and Chief Accounting Officer of Ameren (AEE), serving as principal accounting officer since August 16, 2021; previously she led Regulatory Affairs and Financial Services at Ameren Illinois (2019–2021) and held roles in internal audit, controllership, external reporting, and investor relations after joining Ameren in 2002 . Ameren ties executive pay to multi-factor STIP metrics (EPS, safety, operational, customer, and economic opportunity & inclusion) and to LTI metrics (relative TSR and a Clean Energy Transition metric) over three-year cycles, aligning incentives with shareholder returns and decarbonization execution . Ameren’s long-term performance backdrop includes a 226% TSR from 2013–2022 (100th percentile vs. peer group for the three-year period ended 12/31/2022) and 2022 GAAP EPS growth of 7.8% YoY, reflecting strategic execution and rate base growth .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ameren Corporation | SVP, Finance & Chief Accounting Officer (Principal Accounting Officer) | Aug 2021–Present | Enterprise accounting leadership and principal accounting officer responsibilities . |
| Ameren Illinois Company | SVP, Regulatory Affairs & Financial Services | 2019–Aug 2021 | Led regulatory strategy and financial services for Ameren Illinois . |
| Ameren Illinois Company | VP, Regulatory Affairs & Financial Services | 2018–2019 | Advanced regulatory affairs and financial support functions . |
| Ameren Corporation | VP, Internal Audit | 2014–2018 | Led internal audit function . |
| Ameren Corporation | Assistant VP & Controller | 2013–2014 | Corporate controllership . |
| Ameren Corporation (Ameren Services) | Director, External Reporting | 2009–2013 | Led SEC reporting . |
| Ameren Corporation (Ameren Services) | Supervisor, IR & Financial Communications | 2002–2009 | Investor relations and financial communications . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed in AEE proxy filings reviewed | — | — | No external public company directorships disclosed in the executive officer and security ownership sections reviewed . |
Fixed Compensation
| Component | Detail | Effective Date |
|---|---|---|
| Base Salary | $350,000 upon appointment to CAO | Aug 16, 2021 |
| Target Annual Cash Bonus (STIP) | 55% of base salary | Aug 16, 2021 |
| Target Long-Term Incentive (LTIP) | 90% of base salary | Aug 16, 2021 |
Performance Compensation
STIP Plan Design (Company-level)
- Metrics: EPS, safety, operational, customer, economic opportunity & inclusion, with an individual performance modifier .
- Payout range: Threshold 50% of target; Maximum 200% of target (per NEO table description) .
- Administration: Annual cash incentive; payouts reflect plan performance and individual modifier .
For context (NEO outcomes, not specific to Ms. Shaw): 2023 STIP payouts as a percent of target were Lyons 121.5%, Moehn 126.6%, Birk 126.6%, Nwamu 120.9%, Singh 120.9% (paid Feb 2024) .
| NEO (for reference) | 2023 STIP Payout (% of Target) |
|---|---|
| Lyons | 121.5% |
| Moehn | 126.6% |
| Birk | 126.6% |
| Nwamu | 120.9% |
| Singh | 120.9% |
Note: Individual STIP payout detail for Ms. Shaw is not disclosed in the proxy, as she is not a Named Executive Officer (NEO) in the years reviewed .
LTIP Mix, Metrics, and Vesting
| Element | Weighting | Metric/Mechanics | Vesting |
|---|---|---|---|
| PSUs (Relative TSR) | 60% of LTIP value | 3-year performance vs. utility peers; 0–200% payout depending on percentile TSR . | Payout following performance period; settlements occur by mid-March after the cycle . |
| PSUs (Clean Energy Transition) | 10% of LTIP value | 3-year MW additions of renewable/storage and fossil retirements; 0–200% payout vs. pre-set goals . | Payout following performance period; settlements occur by mid-March after the cycle . |
| RSUs (Time-based) | 30% of LTIP value | Time-based, encourages retention and ownership . | Approx. 3-year vest; typical payment by mid-March in year 3 . |
Ms. Shaw’s incremental 2021 LTIP award at appointment (to reflect increased base and LTIP target): 373 target PSUs and 161 RSUs (granted Oct 1, 2021) .
| Award | Grant Date | Quantity | Notes |
|---|---|---|---|
| PSUs (target) | Oct 1, 2021 | 373 | To reflect updated 2021 base and LTIP target . |
| RSUs | Oct 1, 2021 | 161 | Standard three-year RSU vesting mechanics apply . |
Clawbacks: Dodd-Frank/NYSE-compliant financial restatement recoupment policy adopted Aug 2023; additional recoupment under equity and incentive plans for misconduct or detrimental activity .
Equity Ownership & Alignment
| Policy/Practice | Details |
|---|---|
| Stock Ownership Guidelines | Senior Leadership Team must hold stock equal to a multiple of salary; CFO/business segment Presidents 3x; other Section 16 officers 2x; all others 1x; non-compliant executives must retain 75% of after-tax vested shares until compliant . |
| Anti-Pledging/Hedging | Pledging, short sales, margin accounts, and hedging/derivative transactions by executives and directors are prohibited . |
| Deferred Compensation | Eligible executives may defer up to 50% of salary and 85% of cash incentives; interest crediting tied to plan-era rates (e.g., 2024 rates: 7.19% for pre-2010 deferrals; 6.05% for post-2010 deferrals); includes 401(k) restoration match framework . |
| Section 16 Reporting | Company states directors and executive officers complied with 2024 Section 16(a) reporting requirements . |
Note: Individual beneficial share ownership for Ms. Shaw was not itemized in the “Security Ownership of Directors and Management” excerpt reviewed (directors, NEOs, and group totals were presented) .
Employment Terms
| Topic | Terms |
|---|---|
| Employment Agreement | Ameren discloses no written or unwritten employment agreements with NEOs; executives serve at will; officers (including non-NEOs) are covered by company severance plans . |
| Severance (Officer Severance Plan) | If involuntarily terminated without cause: lump sum equal to annual base salary + target annual cash incentive in effect at termination; pro-rated annual incentive based on actual plan performance; 12 months company-subsidized medical; outplacement . |
| Change of Control (CoC) | Second Amended and Restated CoC Severance Plan provides market-level severance and potential equity treatment upon double trigger (CoC + qualifying termination); definitions of CoC/Cause/Good Reason apply; payments intended to retain leadership through transactions . |
| Equity Treatment at CoC | PSU/RSU vesting/payment governed by plan and award terms; payouts/accelerations generally require double trigger; company illustrates CoC treatment and assumptions in NEO tables (example shown for Singh; illustrative and not specific to Ms. Shaw) . |
Investment Implications
- Alignment and at-risk pay: Ms. Shaw’s incentive mix follows Ameren’s design emphasizing PSUs (relative TSR) and RSUs with a three-year horizon, and a Clean Energy Transition metric—supporting shareholder-aligned, multi-year performance focus rather than near-term cash maximization .
- Selling pressure risk: Anti-pledging/hedging restrictions and stock ownership guidelines (retain 75% of after-tax vested shares until compliant) mitigate forced selling and hedging-related misalignment; annual March vest/payout cycles for RSUs/PSUs can trigger tax-withholding sales but are structured within a long-dated vesting cadence .
- Retention risk: At-will status is offset by formal severance and double-trigger CoC protections, which provide economic security through uncertainty (e.g., transaction cycles) without single-trigger windfalls—supporting management stability while aligning with governance best practices .
- Pay-for-performance integrity: Robust clawback policies (Dodd-Frank compliant) and multi-metric STIP (EPS, safety, operations, customer, EO&I) reinforce plan integrity and balanced performance measurement; recent NEO payout levels demonstrate variability tied to annual performance .
If you would like, I can augment this with Form 4 analysis to quantify Ms. Shaw’s current beneficial ownership, vesting over the next 12–24 months, and any recent insider sales to better assess near-term supply and retention dynamics.