John B. Morse, Jr.
AESAbout John B. Morse, Jr.
John B. Morse, Jr. is AES’s independent Chairman of the Board and Lead Independent Director, serving on the Board since 2008; age 78. He is a CPA with deep finance and corporate development expertise from his tenure as SVP, Finance and CFO of The Washington Post Company (1989–2008) and earlier as a partner at Price Waterhouse (1972–1989). Education: B.A., University of Virginia; MBA, Wharton School, University of Pennsylvania. Prior to becoming Chair/Lead Independent Director, he chaired AES’s Financial Audit Committee, gaining detailed knowledge of strategy, investment, risk, and operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Washington Post Company | SVP, Finance and CFO | 1989–2008 (retired) | Led corporate development that tripled revenues and expanded cable/education operations globally; oversaw internal audit, risk management, reporting . |
| Price Waterhouse (PwC) | Partner | 1972–1989 | Advised global companies and multilateral lenders on finance/transformations; developed international capital markets expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Host Hotels & Resorts, Inc. | Director | 2003–2022 | Only public board in past five years; no current public directorships disclosed . |
Board Governance
- Roles and independence: AES separates Chair and CEO; Morse, an independent director, serves as Chairman and Lead Independent Director with responsibilities including calling independent director sessions, approving agendas and meeting schedules, moderating executive sessions, and facilitating investor communications .
- Committee assignments: Ex-officio member of all Board committees (no voting authority). 2024 committee structure and meeting cadence: Audit (8), Compensation (7), Governance (6), Innovation & Technology (5) .
- Attendance and engagement: In 2024, Board met 9 times; average attendance 96%; no director attended <75% of aggregate meetings. Independent directors held executive sessions after 7 Board meetings, with Morse presiding .
- Tenure policy waiver: The Board waived its tenure/retirement guideline to allow Morse to stand for election again, citing his extensive company knowledge, leadership, finance/governance contributions, and public-company CFO/audit expertise; Morse abstained from the decision .
- Independence determination: February 2025 review found Morse (and all non-management directors) independent under NYSE rules; audit committee members meet Exchange Act independence standards .
- Ownership guidelines: Non-employee directors must hold at least 5x annual retainer within five years; directors are in compliance or on track with the guideline .
Fixed Compensation
| Year | Cash Retainer (Chairman) | Committee Chair Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $161,500 | N/A (not a committee chair) | Not disclosed | $161,500 |
Deferred elections:
| Year | Retainer Deferred to DSUs |
|---|---|
| 2024 | $161,500 |
Compensation framework highlights (Board-wide):
- Standard director annual retainer: $100,000; Chairman receives $161,500 (1.62x) .
- Committee chair fees (Board policy): Audit $25,000; Compensation $20,000; Governance $20,000; Innovation & Technology $20,000 .
Performance Compensation
| Year | Equity Type | Grant Date Fair Value | Grant Date Price | Vesting/Payment | Options Granted |
|---|---|---|---|---|---|
| 2024 | Deferred Stock Units (DSUs) | $304,000 | $17.13 per share | Fully vested at grant; generally paid after termination of Board service | $0; no options granted to directors in 2024 |
Notes:
- Chairman’s annual DSU grant is 1.74x the standard director grant ($175,000) .
- No performance metrics are tied to director DSU awards; they are service-based and fully vested at grant .
Year-over-year mix:
- Morse’s cash and equity amounts were unchanged in 2023 and 2024 ($161,500 cash; $304,000 equity; $465,500 total) .
Other Directorships & Interlocks
| Company | Relationship to AES | Role/Interlock Details |
|---|---|---|
| Host Hotels & Resorts, Inc. (2003–2022) | Unrelated sector (lodging REIT) | Past public board seat; no AES-related transactions disclosed . |
Related-party transactions:
- AES disclosed no Related Person Transactions in 2024 .
Overboarding:
- AES policy limits non-employee directors to ≤4 public boards and audit committee members to ≤3 audit committees; all current directors comply .
Expertise & Qualifications
- Finance and investments: Long-time public-company CFO; principal accounting officer; oversight of global financial operations and risk .
- Strategy and growth: Advised large global companies on value-creating transformations; led initiatives tripling Washington Post revenues .
- Global/capital markets: Oversaw >100 investments domestically and abroad, including emerging markets .
- Governance and audit: Prior Chair of AES’s Financial Audit Committee; designated CPA with strong financial literacy; ex-officio member of all committees as Chair .
Equity Ownership
| Category | Shares/Units | % of Class |
|---|---|---|
| Beneficial ownership (common stock) | 377,737 | * |
| DSUs credited (cumulative under 2003 LTCP) | 366,737 | N/A |
Other:
- Options: None in 2024 (only one director held options; not Morse) .
- Pledging/Hedging: Not disclosed in provided materials.
- Stock ownership guideline: ≥5x annual retainer; directors are in compliance or on track .
Governance Assessment
- Strengths: Independent Chair with defined oversight duties; strong engagement (executive sessions led by Morse); high director independence; robust attendance; clear ownership guidelines and broad compliance; no related-party transactions in 2024; consistent, equity-heavy director pay aligning incentives with long-term shareholder outcomes .
- Signals of investor confidence: AES has received >94% support on Say-on-Pay annually since 2012; 2024 Say-on-Pay received 593.4M “For” vs. 22.3M “Against” votes (broker non-votes 29.96M) .
- Watch items/RED FLAGS: Tenure policy waiver for Morse highlights succession planning considerations; Board justified the waiver based on unique experience and leadership—monitor ongoing board refreshment and independent director pipeline . No director-specific attendance issues disclosed; no conflicts or related-party ties reported for 2024 .
- Compensation structure: Director awards are service-based DSUs with no performance metrics; pay levels unchanged year-over-year for the Chair—stable structure, but absence of performance conditioning is typical for directors rather than a red flag .