Ward H. Dickson
Director at AEE
Board
About Ward H. Dickson
Ward H. Dickson (age 62) is an independent director of Ameren Corporation (AEE), serving since 2018, and currently chairs the Finance Committee while also serving on the Cybersecurity and Digital Technology and Nuclear, Operations and Environmental Sustainability Committees . He is the retired EVP & CFO of WestRock and RockTenn and previously held senior finance roles at Cisco Systems, bringing deep expertise in accounting, capital markets, capital allocation, M&A, investor relations, and cybersecurity/IT oversight . He was affirmed independent by the Board in February 2025 and meets the Company’s director stock ownership requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WestRock Company | EVP & Chief Financial Officer | Jul 2015–Nov 2021 | Led finance, capital structure and allocation, investor relations |
| RockTenn Company | EVP & Chief Financial Officer | Sep 2013–Jul 2015 | Finance leadership through combination into WestRock |
| Cisco Systems | Senior Vice President of Finance | Feb 2006–Sep 2013 | Senior finance roles; cybersecurity/IT exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avery Dennison Corp. | Director | 2024–Present | Not disclosed in AEE proxy |
Board Governance
- Independence: Board affirmatively determined Dickson is independent under NYSE and Ameren standards (Feb 2025) .
- Committee assignments:
- Finance Committee (Chair; 5 meetings in 2024) .
- Cybersecurity & Digital Technology Committee (Member; 5 meetings in 2024) .
- Nuclear, Operations & Environmental Sustainability Committee (Member; 6 meetings in 2024) .
- Board/meeting attendance: Each director attended at least 83% of total Board and committee meetings in 2024; average attendance ~98%; all incumbent directors attended the 2024 annual meeting .
- Board practices: Independent director executive sessions each regular Board meeting; Lead Independent Director role in place; all standing committees chaired by independent directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-management director retainer |
| Committee chair retainer (Finance) | $20,000 | Additional chair fee |
| Fees earned in cash (reported) | $145,000 | Retainer + chair fee |
| Total 2024 cash + equity | $295,072 | Sum of cash and stock awards |
Program structure and changes:
- Equity compensation: $150,000 in immediately vested common stock (annual grant; paid ~Jan 1) .
- 2025 update: Equity component increased to $170,000; cash retainers unchanged .
Performance Compensation
| Grant Type | Grant Date | Grant Value | Vesting/Terms |
|---|---|---|---|
| Annual director stock grant | Jan 3, 2024 | $150,072 | Immediately vested; eligible for deferral into Stock Units |
- Dickson elected to defer his 2024 stock award; had 12,584 deferred Stock Units as of Dec 31, 2024 and 14,495 Stock Units as of Mar 10, 2025, reflecting deferrals and dividend equivalents .
- No performance metrics are tied to director compensation; director equity is time-based, immediately vested common stock, not PSUs/RSUs with performance conditions .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transactions |
|---|---|---|
| Avery Dennison Corp. | Public company director (current) | No Ameren-related interlock disclosed; Board independence review found certain ordinary-course transactions across some directors well below thresholds; Dickson not cited among those with transactions . |
Expertise & Qualifications
- CFO experience in industrial manufacturing and senior finance roles in technology; competency in accounting, capital markets, capital structure, capital allocation, M&A, IR .
- Risk management and cybersecurity/IT oversight; environmental/sustainability and administrative skills; active contributions on finance, cybersecurity, and operations/sustainability committees .
Equity Ownership
| As of | Common Shares Beneficially Owned | Deferred Stock Units | Percent of Outstanding |
|---|---|---|---|
| Mar 10, 2025 | 16,778 | 14,495 | <1% (“Less than one percent”) |
Alignment and policies:
- Director stock ownership guideline: 5× base annual cash retainer within 5 years; Dickson complies; only Mackay (deadline 2025), Harris (2029), Vondran (2030) remain on compliance clock .
- Anti-hedging and anti-pledging policies apply to directors; pledging/hedging of Ameren securities prohibited .
Governance Assessment
- Strengths:
- Finance Committee chairship provides direct oversight of capital budgeting, financing plans, dividend policy, and commodity risk controls—key for a rate-regulated utility facing large capex and transmission investments .
- Cross-committee service on Cybersecurity (five meetings) and NOESC (six meetings) enhances coverage of operational reliability, safety, and environmental sustainability risks; supports holistic board oversight .
- Independence affirmed; strong attendance culture; robust board practices (independent sessions, lead director) bolster board effectiveness .
- Ownership alignment through meaningful shareholdings and deferrals; compliance with stringent director ownership guidelines; anti-hedge/pledge rules reduce misalignment risk .
- Potential risks/RED FLAGS:
- None disclosed specific to Dickson. Ameren reported no related-person transactions in 2024 and prohibits hedging/pledging; independence review found transactions for certain other directors below thresholds and not material .
- Board commitments policy caps external public boards; Dickson’s current external board count (Avery Dennison) appears within limits (policy: ≤4 public boards; ≤2 for executives) .