Bernerd Da Santos
AESAbout Bernerd Da Santos
Bernerd Da Santos is Executive Vice President and President of AES’ Renewables SBU (since June 2023), with 25+ years at AES across operating and finance leadership roles; he joined AES in 2000 after senior finance roles at La Electricidad de Caracas. He is 61 years old and holds two bachelor’s degrees (Business Administration & Public Administration; Business Management & Finance) and an MBA, all with Cum Laude distinction from Universidad José María Vargas . Company performance context: AES’ 2022–2024 PSU cycle paid 169% on cumulative Parent FCF, but PCUs paid 0% as rTSR ranked below the 30th percentile amid a -33% TSR over the period . Over 2020–2024, AES’ cumulative TSR was 7.6% vs 37.8% for the S&P 500 Utilities Index, while Net Income and Parent FCF increased by $756M and $330M respectively, informing incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The AES Corporation | EVP & President, Renewables SBU | 2023–present | Leads global renewables platform; assumed direct leadership of AES Clean Energy in mid-2023 to sustain growth and operational excellence . |
| The AES Corporation | EVP & Chief Operating Officer | 2017–2023 | Company-wide operations leadership during portfolio transition and growth . |
| The AES Corporation | COO & SVP | 2014–2017 | Drove operational excellence across businesses . |
| The AES Corporation | CFO, Global Finance Operations | 2012–2014 | Led global finance operations during portfolio reshaping . |
| The AES Corporation | CFO, Global Utilities | 2011–2012 | Financial leadership across utilities footprint . |
| The AES Corporation | CFO, Latin America & Africa | 2009–2011 | Regional finance leadership across growth and restructuring . |
| The AES Corporation | CFO, Latin America | 2007–2009 | Regional CFO for LatAm . |
| The AES Corporation | Managing Director, Finance – Latin America | 2005–2007 | Oversight of regional finance . |
| La Electricidad de Caracas (EDC) | VP & Controller; other finance leadership | pre-2000 | Senior finance roles prior to AES acquisition/affiliation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IPALCO | Director | Current | Subsidiary board role . |
| AES Andes | Director | Current | Regional subsidiary (Chile/Andes) . |
| AES Mong Duong Power Co. Ltd. | Director | Current | JV/asset board role . |
| Son My LNG Terminal LLC | Director | Current | LNG terminal JV governance . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 625,000 | 644,000 | 663,000 |
| “Bonus” (discretionary) ($) | — | 204,470 | — |
Performance Compensation
Annual Incentive (AIP) – Design and 2024 Results
| Category | Metric | Weight | Target | 2024 Result | Payout |
|---|---|---|---|---|---|
| Safety | Serious Safety Incidents | 5% | No Incidents | No Incidents | 200% |
| Safety | Non-Injury SIP Rate | 5% | 0.95 | 1.72 | 120% |
| Financials | Adjusted EPS | 25% | $1.92 | $2.14 | 200% |
| Financials | Adjusted EBITDA | 15% | $2,750M | $2,639M | 80% |
| Financials | Parent FCF | 15% | $1,120M | $1,107M | 94% |
| Green Growth | Growth (MW signed) | 12.5% | 4,500 | 4,381 | 95% |
| Green Growth | COD Achieved (MW) | 12.5% | 3,613 | 3,711 | 111% |
| New Biz Models | New businesses/products | 10% | 100% | 125% | 125% |
| Final Corporate Score | 130% |
Individual payout formula: Base Salary × Target % × Corporate Score (capped 200%). For Da Santos in 2024: $663,000 × 100% × 130% = $861,900 (paid in 2025) .
Long-Term Compensation – Structure and 2024 Grants
| Award Type | Weight | Performance Metric | Vesting | 2024 Da Santos Grant (Target # / $) |
|---|---|---|---|---|
| PSUs | 35% | 3-year Cumulative Parent FCF | 3-year cliff | 35,000 units / $560,000 |
| PCUs (cash) | 35% | 3-year rTSR vs S&P 500 (40%), S&P Utilities (40%), Clean Energy peers (20%) | 3-year cliff | 280,000 units / $560,000 |
| RSUs | 30% | Service-based | 3-year ratable | 30,000 units / $480,000 |
Additional design notes:
- 2024 LTC mix was rebalanced vs 2023 to more evenly distribute among PSUs/PCUs/RSUs; clean energy peer set added for rTSR and MSCI LatAm index removed .
- PSU/PCU payout curves: PSUs pay 0–200% at 90–110% of Parent FCF target; PCUs pay 0–200% at 30th–90th percentile rTSR (straight-line between levels) .
Most Recent Completed Cycle (Performance Period 2022–2024) – Payout
| Award | Company Result | Da Santos Final Units/Value |
|---|---|---|
| PSUs (shares) | 169% of target on $3,016M cumulative Parent FCF (106.87% of target) | 38,625 shares |
| PCUs (cash) | 0% (AES TSR -33% ranked below 30th percentile vs all three indices) | 0 units |
| RSUs (shares) | Service-based; 3rd tranche vest at 100% after ESG modifier | 5,079 shares |
Equity Ownership & Alignment
- Beneficial ownership: 401,282 AES shares as of March 10, 2025; <1% of shares outstanding .
- Stock ownership guideline: 3x base salary for Da Santos; all NEOs in compliance .
- Hedging/pledging: Prohibited by Insider Trading Policy, including margin accounts and use as collateral, reducing alignment risk from hedging/pledging .
- 2024 option/vesting activity: Exercised 66,250 options ($613,800 realized); 50,861 shares vested from stock awards ($692,880 realized) .
- 2024 RSRP deferred comp: Executive deferrals $115,495; company contributions $99,698; year-end balance $2,096,586 .
Unvested/Unearned Awards at 12/31/2024 (Da Santos)
| Award | Count | Year-End Value |
|---|---|---|
| RSUs unvested | 41,702 | $536,705 (at $12.87) |
| PSUs unearned (2023–2025, 2024–2026) | 73,456 | $945,379 (at target assumption) |
| PCUs unearned (2023–2025, 2024–2026) | 685,720 units | $685,720 ($1/unit; below-threshold to date) |
| 2023 RSU tranche subject to ESG modifier | 1,923 | $24,749 |
Vesting cadence: 2024 RSUs vest in equal tranches on anniversary dates in 2025, 2026, 2027; 2023–2025 PSUs/PCUs settle after certification in early 2026; 2024–2026 PSUs/PCUs settle after certification in early 2027 .
Employment Terms
-
Executive Severance Plan (double-trigger CIC; no excise tax gross-ups):
- Involuntary not-for-cause: cash severance = 1x base + target bonus; benefits continuation up to 12 months; outplacement up to $25k .
- CIC with termination/qualifying event: cash severance = 2x base + target bonus; equity vests at target; benefits continuation up to 18 months; outplacement up to $25k .
- Non-compete 12 months (NEOs), non-solicit 12 months, non-disparagement ongoing, confidentiality ongoing as condition of benefits .
- Clawback compliant with NYSE/SEC; 2024 interim restatement (AES Brasil valuation) did not trigger recovery as metrics were unaffected .
-
Estimated payments for Da Santos (assumes 12/31/2024 event):
- Involuntary not-for-cause: $1,326,000 cash; $22,026 benefits; $25,000 outplacement .
- CIC with termination: $2,652,000 cash; $2,630,808 accelerated LTC at target; $33,039 benefits; $25,000 outplacement .
- Qualified retirement eligibility: As of 12/31/2024 he met age/service criteria; with approved Qualified Retirement, aggregate PSU/PCU/RSU value (at target) would be $2,630,808, continuing on original schedules subject to performance .
-
Company severance policy caps new cash severance agreements at ≤2.99x base + target bonus without shareholder ratification .
Compensation Structure Analysis
- Mix and targets: For 2024, Da Santos’ target cash incentive = 100% of salary; 2024 corporate score = 130%; payout $861,900 reflecting strong EPS and safety, offset by EBITDA under-target .
- Long-term alignment: 2024 grants balance PSUs/PCUs/RSUs; PSUs tied to Parent FCF, PCUs to rTSR vs diversified benchmarks (S&P 500, S&P Utilities, Clean Energy peers). 2022–2024 results show pay sensitivity to stock performance: PSUs paid 169% on cash generation; PCUs paid 0% on underperforming TSR .
- Governance strength: Clawback policy; prohibitions on hedging/pledging; high Say-on-Pay support (>96% in 2024; >94% annually since 2012) .
Performance & Track Record (role-linked highlights)
- 2024 execution: AES signed/awarded 6.8 GW (incl. 4.4 GW renewables/storage), completed/acquired 3.0 GW renewables and a 670 MW CCGT; BloombergNEF ranked AES #1 global clean energy provider to corporates; annual incentive score 130% reflects over-target EPS and progress in growth/COD .
- Capital return and transition: $501M dividends and 4% quarterly dividend increase; continued coal exits; support for data center growth at U.S. utilities .
- Risk note: 2024 interim restatement tied to AES Brasil held-for-sale valuation; no compensation recovery required under clawback .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say-on-Pay support above 96%; historically >94% since 2012, reflecting investor endorsement of pay design and alignment .
Equity Ownership & Pledging
- Ownership guideline 3x salary; in compliance .
- Policy prohibits hedging/pledging, reducing misalignment risk from collateralization/derivatives .
Related Party Transactions and Red Flags
- No related person transactions in 2024 .
- No hedging/pledging; no CIC tax gross-ups; no option repricings; clawback in place .
Investment Implications
- Pay-for-performance is working: Above-target PSU payout on FCF and zero PCU payout on poor rTSR signal a design that rewards cash generation but penalizes stock underperformance—supportive of long-term alignment as Da Santos leads renewables scaling .
- Retention and timing risk: Retirement eligibility plus meaningful unvested equity ($2.63M at target under CIC; substantial RSU/PSU overhang) suggest balanced retention—awards generally vest over time and PSUs depend on multi-year FCF; however, annual RSU tranches (2025–2027) may create periodic selling pressure around vest dates .
- Near-term trading signals: 2023–2025 and 2024–2026 PCUs are tracking below threshold as of 12/31/2024, implying limited PCU cash inflows absent TSR improvement; focus shifts to delivering Parent FCF for PSU vesting and executing the renewables backlog to support stock performance .
- Governance support: High Say-on-Pay support, hedging/pledging prohibitions, and no related person transactions reduce governance discount risk; severance terms are moderate with double-trigger CIC, aiding alignment without excessive parachutes .