Juan Ignacio Rubiolo
AESAbout Juan Ignacio Rubiolo
Juan Ignacio Rubiolo (age 48) is Executive Vice President and President of AES’s Energy Infrastructure Strategic Business Unit (SBU), a role he has held since March 2023. He joined AES in 2001 and has held leadership positions across Latin America and Asia, including CEO of AES Mexico, and serves on the boards of AES Andes and AES Colombia. He holds a Science Degree in Business (Universidad Austral, Argentina), a Master of Project Management (Université du Québec, Canada), and completed an executive business and leadership program at the University of Virginia .
From a performance lens relevant to incentive alignment, AES’s 2024 annual incentive plan (AIP) paid at 130% on strong Adjusted EPS and solid execution, while the 2022–2024 LTIP paid PSUs at 169% on cumulative Parent FCF and 0% for PCUs due to relative TSR underperformance; TSR over the same three-year cycle was -33% versus benchmarks, constraining realized value despite above-target PSU units . Over 2020–2024, AES’s cumulative TSR was 7.6% versus 37.8% for the S&P 500 Utilities Index, a backdrop that has influenced “compensation actually paid” outcomes under the SEC’s pay-versus-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AES | EVP & President, Energy Infrastructure SBU | Mar 2023–present | Leads Energy Infrastructure SBU across multiple geographies |
| AES | EVP & President, International Businesses | Jan 2022–Mar 2023 | Oversight of international portfolio |
| AES | SVP & President, MCAC SBU | Mar 2018–Jan 2022 | Regional leadership (Mexico, Central America & Caribbean) |
| AES Mexico | Chief Executive Officer | 2014–Mar 2018 | Country leadership for Mexico |
| AES (MCAC SBU) | Vice President, Commercial | 2013–2014 | Commercial leadership in MCAC |
| AES | Joined company | 2001 | Roles across Philippines, Argentina, Mexico, Panama, Dominican Republic |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AES Andes | Director | Current | Governance and oversight at regional affiliate |
| AES Colombia | Director | Current | Governance and oversight at regional affiliate |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 515,000 | 530,000 | 550,000 |
| All Other Compensation ($) | 295,000 | 224,311 | 675,254 |
| Notable Perquisites | — | — | International relocation-related benefits $644,204 (tax equalization $533,955; education reimbursement $101,653; relocation expenses $8,596) |
| Base Salary YoY Increase | — | 3% (vs. 2022) | 4% (vs. 2023) |
Performance Compensation
Annual Incentive (AIP) – Metrics and Payouts
| Category | Metric | Weight | 2024 Target | 2024 Actual | 2024 Payout % |
|---|---|---|---|---|---|
| Safety | Serious Safety Incidents | 5% | No Incidents | No Incidents | 200% |
| Safety | Non-Injury SIP Rate | 5% | 0.95 | 1.72 | 120% |
| Financial | Adjusted EPS | 25% | $1.92 | $2.14 | 200% |
| Financial | Adjusted EBITDA | 15% | $2,750M | $2,639M | 80% |
| Financial | Parent FCF | 15% | $1,120M | $1,107M | 94% |
| Growth | Growth (MW signed) | 12.5% | 4,500MW | 4,381MW | 95% |
| Growth | COD Achieved | 12.5% | 3,613MW | 3,711MW | 111% |
| New Business Models | New business/products | 10% | 100% | 125% | 125% |
| Final Corporate Score | 130% |
| Year | Base Salary ($) | Target AIP (% of Salary) | Corporate Performance Payout | Actual AIP Payout ($) |
|---|---|---|---|---|
| 2023 | 530,000 | 100% | 127% | 673,100 |
| 2024 | 550,000 | 100% | 130% | 715,000 |
Long-Term Compensation (LTC)
2024 Grants (grant date 2/22/2024)
| Award | Target Units | Grant Date Fair Value ($) |
|---|---|---|
| PSUs (Cumulative Parent FCF) | 32,813 | 525,008 |
| PCUs (Relative TSR; $1/unit grant basis) | 262,500 | 525,000 (grant basis); accounting FV $373,065 |
| RSUs (time-based) | 28,125 | 450,000 |
2022–2024 LTIP Results and Vesting
- 2022 PSU (Parent FCF) paid 169% of target on $3,016M cumulative Parent FCF (106.87% of target); 2022 PCUs (Relative TSR) paid 0% as AES ranked bottom quartile across TSR indices; 2022 RSU third tranche earned at 100% on environmental/social goals .
- Final units settled for Rubiolo (2022–2024 cycle): PSUs 28,083; PCUs 0; RSUs 3,693 .
Stock Vested and Value Realized
| Year | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
|---|---|---|
| 2023 | 23,233 | 478,572 |
| 2024 | 55,788 | 781,826 |
Outstanding Equity at Fiscal Year-End 2023 (12/31/2023)
| Award Type | Units Outstanding (#) | Market/Carrying Value |
|---|---|---|
| Unvested RSUs | 73,473 | $1,414,355 (at $19.25) |
| Unearned PSUs | 65,016 | $1,251,558 |
| PCUs (units at $1) | 1,249,963 | $1,249,963 |
Vesting mechanics
- RSUs vest ratably over three years; for 2023 grants, the third tranche includes a +/-15% modifier tied to environmental and social goals measured over 2023–2025 .
- AES last granted stock options to NEOs in 2015; all are fully vested (no current option overhang) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 10, 2025) | 198,705 shares |
| Shares in AES Retirement Savings Plan | 0 shares for Rubiolo |
| Stock Ownership Guidelines | 3x base salary for Rubiolo; all NEOs in compliance; unvested PSUs/RSUs don’t count; net-share retention until guideline met |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging, no holding in margin accounts, no pledging/hypothecation) |
| Deferred/Retirement Balances (2024) | RSRP executive contributions $30,804; RSRP balance $31,370; legacy IRP balance $98,188; no new IRP contributions; 2024 IRP earnings $(14,296) |
Employment Terms
General treatment and severance design
- Double-trigger for CIC (no single-trigger equity); RSUs vest at target on CIC/death/disability; PSUs/PCUs vest at target on CIC or are paid per original schedule post-involuntary termination, subject to performance; cash severance equals 1x salary+target bonus (2x CEO) for involuntary not-for-cause/good reason; 2x (3x CEO) on CIC with termination; pro-rata bonus features as specified; no CIC excise tax gross-ups; clawback policy compliant with NYSE/SEC .
- Company severance policy caps cash severance above 2.99x salary+target bonus absent stockholder approval .
Estimated Payments if separation occurred 12/31/2024 (AES share price $12.87)
| Scenario | Cash Severance ($) | Accelerated LTC ($) | Benefits ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Not For Cause or For Good Reason | 1,100,000 | — | 22,026 | 25,000 | 1,147,026 |
| CIC with Termination or Qualifying Event | 2,200,000 | 2,814,415 | 33,039 | 25,000 | 5,072,454 |
| Death | — | 2,814,415 | — | — | 2,814,415 |
| Disability | — | 2,814,415 | — | — | 2,814,415 |
Investment Implications
- Pay-for-performance alignment with balanced metrics: 2024 AIP paid 130% on strong Adjusted EPS and solid operational execution, while long-term 2022–2024 PSUs paid 169% on Parent FCF; however, relative TSR underperformance (PCUs at 0%) and share price declines muted realized equity value—reducing near-term windfall risk despite above-target units .
- Retention moderate-to-strong: Market-competitive salary progression (4% increase in 2024), meaningful ongoing equity, double-trigger CIC protection with 2x cash multiple, and significant 2024 relocation support ($644k) suggest institutional commitment; severance policy caps outsized packages (2.99x) requiring shareholder ratification, tempering entrenchment risk .
- Alignment safeguards reduce selling pressure: 3x salary ownership guideline (in compliance), net-share holding requirement until guideline met, and explicit prohibition on hedging/pledging limit discretionary selling and leverage-based sales; options overhang is negligible (no new option grants since 2015) .
- Governance and investor signals: Strong 2024 Say-on-Pay support (>96%) and use of independent consultant Meridian indicate constructive shareholder alignment; compensation benchmarking targets ~50th percentile with WTW survey data and substantial weighting to performance-based awards .
- Performance risk factors: Relative TSR lagging both custom and index peers led to zero PCU payouts (and has depressed compensation-actually-paid measures), keeping pressure on execution of growth, cash flow, and returns—key drivers of future PSU and AIP outcomes .
Notes:
- All figures and terms are sourced from AES’s 2025 and 2024 Proxy Statements (DEF 14A) and 2024/2023 10-Ks as cited inline.