Gerard Anderson
AESAbout Gerard M. Anderson
Gerard M. Anderson is an independent director of The AES Corporation, serving since 2023; he is age 66 and brings decades of utility leadership, including as former CEO and Executive Chairman of DTE Energy, with emphasis on clean energy transition, safety, and stakeholder/regulatory engagement . He sits on AES’ Financial Audit, Governance, and Innovation & Technology Committees and is designated an Audit Committee Financial Expert and financially literate under SEC/NYSE rules . Anderson also serves on the board of The Andersons, Inc., and holds a B.S. in Civil Engineering (Notre Dame) and M.S./MBA (University of Michigan) . The AES Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DTE Energy Company | Executive Chairman; Chairman & CEO; President & CEO; President & COO; various senior roles | 1993–2022 (Exec Chairman 2019–2022; CEO/Chair 2011–2019; President & CEO 2010–2011; President & COO 2005–2010) | Architect of strategy across regulated/non-regulated and sustainable infrastructure businesses; led clean energy transformation; improved utility ops/profitability |
| Edison Electric Institute (EEI) | Chairman (industry trade association) | Not specified | Drove innovation and accelerated deployment of clean energy technologies sector-wide; advanced policy and regulatory engagement |
| McKinsey & Company | Senior Consultant | 1988–1993 | Strategy/operations advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Andersons, Inc. | Director | Since 2008 | Current public company directorship |
| DTE Energy Company | Director | 2009–2022 | Former directorship |
Board Governance
- Independence: Board determined Anderson is independent; Audit/Comp/Governance Committees are entirely independent; Anderson qualifies as independent Audit Committee member under Exchange Act and NYSE rules .
- Committee assignments and 2024 activity:
- Financial Audit Committee – Member; Audit Committee Financial Expert; meetings: 8 in 2024 .
- Governance Committee – Member; meetings: 6 in 2024 .
- Innovation & Technology Committee – Member; meetings: 5 in 2024 .
- Attendance and engagement: In 2024, the Board met 9 times; overall average attendance was 96%, and no director attended less than 75% of the aggregate Board/committee meetings during service; independent directors held executive sessions after 7 Board meetings, chaired by the independent Chairman/Lead Independent Director .
- Board leadership: AES separates Chair and CEO; the Chair is independent (currently John B. Morse, Jr., serving as Chairman and Lead Independent Director) .
- Ownership policy: Non-employee directors must hold equity equal to ≥5x the annual retainer within five years; all directors have met or are on track .
- Overboarding policy: Non-employee directors may not serve on >4 public boards; Audit members may serve on ≤3 audit committees; all current board members comply .
Fixed Compensation (Director, 2024)
| Component | Amount | Detail/Notes |
|---|---|---|
| Annual Board retainer (cash or DSU election) | $100,000 | Anderson received the standard non-chair retainer . |
| Committee chair fees | $0 | Only chairs receive additional fees; Audit Chair $25k; Comp/Gov/Innovation Chairs $20k (Anderson not a chair) . |
| Meeting fees | $0 | Not disclosed/applicable in program . |
| Retainer deferral election | $0 | Anderson did not elect to defer his retainer in 2024 . |
Total 2024 cash-equivalent fixed pay: $100,000 .
Performance Compensation (Director, 2024)
| Component | Grant Value | Instrument | Vesting/Settlement | Metrics |
|---|---|---|---|---|
| Annual Deferred Incentive Compensation Grant | $175,000 | Deferred Stock Units (DSUs) | Fully vested at grant; generally paid after board service ends | None; not performance-based. Grant-date fair value uses closing price $17.13/share . |
Total 2024 equity (at grant-date fair value): $175,000; no options granted to directors in 2024 .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| The Andersons, Inc. | Public | Director (current) | No related person transactions disclosed by AES for 2024 . |
| DTE Energy Company | Public | Director (former) | Historical role; not current . |
- Related-party and conflicts: AES’ Related Person Transactions policy requires Audit Committee review; AES reported no related person transactions in 2024 .
- Hedging/pledging: AES prohibits hedging and pledging of AES securities by directors .
Expertise & Qualifications
- Energy sector CEO and executive leadership with track record in utility and non-regulated operations, safety, customer satisfaction, profitability, and clean energy transition execution .
- Audit/financial oversight: Designated Audit Committee Financial Expert; financially literate under SEC/NYSE standards .
- Strategy and policy: Led major strategic transformations; deep regulatory/stakeholder engagement, including as EEI Chairman .
- Education: B.S. Civil Engineering (Notre Dame); M.S. and MBA (University of Michigan) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (common/units) | 18,276 | Reflects DSUs credited; counted as beneficially owned; <1% of class . |
| Ownership as % of shares outstanding | <1% | As reported by AES; "*" indicates less than 1% . |
| Director DSUs credited (as of 12/31/2024) | 18,276 | From AES director compensation disclosure . |
| Vested vs. unvested | DSUs fully vested at grant | DSUs are fully vested when granted but paid following termination of service . |
| Stock ownership guideline | ≥5x annual retainer within 5 years | All directors attained or on track . |
| Hedging/pledging | Prohibited | Policy bans hedging and pledging by directors . |
Governance Assessment
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Strengths:
- Independent director with deep utility/energy and regulatory expertise; serves on three committees and is an Audit Committee Financial Expert, bolstering financial oversight .
- Strong engagement culture at AES (96% average attendance; regular executive sessions) and independent board leadership structure .
- Director pay mix tilts toward equity via DSUs with mandatory ownership guidelines (≥5x retainer), supporting alignment; no option awards; hedging/pledging prohibited .
- No related person transactions in 2024; overboarding guardrails in place and met .
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Risks/Watch items:
- AES disclosed a material weakness (referenced in 10‑K Item 9A) and restated Q2/Q3 2024 interim results tied to AES Brasil fair value estimation; clawback analysis concluded no recovery required as incentive metrics were unaffected—nonetheless elevates the importance of robust audit oversight (relevant to Anderson’s Audit role) .
- Company-level say-on-pay support remained high (96% in 2024), which is supportive of governance sentiment but should continue to be monitored alongside execution of energy transition and financial targets .
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Compensation snapshot (2024): Anderson received $100,000 cash retainer and $175,000 in DSUs (fully vested at grant; paid post-service); he did not defer the cash retainer; total $275,000 .
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Board meeting cadence (2024): Board met 9 times; committees met Audit 8 / Compensation 7 / Governance 6 / Innovation & Technology 5; no director fell below 75% attendance .
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RED FLAGS:
- Company-level financial reporting restatement/material weakness requiring continued close Audit Committee scrutiny .
- No director-specific red flags disclosed (no related-party transactions; pledging/hedging prohibited; attendance thresholds met) .