Paul Freedman
AESAbout Paul Freedman
Paul L. Freedman, 55, serves as Executive Vice President, General Counsel, and Corporate Secretary of AES since February 2021, after earlier roles including Senior Vice President & General Counsel (2018–2021), Corporate Secretary (since October 2018), Chief of Staff to the CEO (2016–2018), and Assistant General Counsel (2014–2016). He previously was Chief Counsel for credit programs at USAID and an associate at White & Case and Freshfields; he holds a B.A. from Columbia University and a J.D. from Georgetown University Law Center . Company performance context: AES cumulative TSR 2020–2024 was 7.6% vs. S&P 500 Utilities 37.8%; FY2024 Net Income was $802M and Parent Free Cash Flow $1,107M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AES | EVP, General Counsel & Corporate Secretary | Feb 2021–present | Leads global legal, governance, and corporate secretary functions; supports strategic transactions and governance . |
| AES | SVP & General Counsel | Feb 2018–Feb 2021 | Oversaw legal strategy during renewables/energy storage expansion . |
| AES | Corporate Secretary | Oct 2018–present | Board governance and disclosure; signs proxy materials . |
| AES | Chief of Staff to CEO | Apr 2016–Feb 2018 | Coordinated executive initiatives and investment committee interfaces . |
| AES | Assistant General Counsel | 2014–2016 | Supported complex transactions and compliance . |
| AES | Various legal roles | 2007–2014 | Progressive responsibilities in AES legal group . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AES U.S. Investments, Inc.; IPALCO; AES Ohio; AES Southland Energy Holdings, LLC | Board member | Current | Governance oversight of key subsidiaries . |
| Business Council for International Understanding | Board member | Current | Policy/business diplomacy engagement . |
| Coalition for Integrity | Board member | Current | Ethics and anti-corruption advocacy . |
| U.S. Agency for International Development (USAID) | Chief Counsel, credit programs | Prior to AES | Structured finance/legal oversight for development credit . |
| White & Case; Freshfields | Associate | Prior to AES | International transactions and corporate law experience . |
Fixed Compensation
- Paul Freedman is not listed among AES Named Executive Officers (NEOs) in the 2024/2025 proxy’s compensation tables; his base salary and annual incentive details are not individually disclosed in public proxy materials .
- AES targets total compensation around the 50th percentile and emphasizes pay-for-performance for NEOs; frameworks inform executive pay philosophy broadly .
Performance Compensation
- AES executive long-term incentives utilize PSUs tied to cumulative Parent Free Cash Flow and PCUs tied to multi-index Relative TSR; RSUs vest based on service. Specific grant types/amounts for Paul Freedman are not disclosed; below is the company framework used for NEOs.
| Metric | Target Definition | Payout Schedule | Vesting Period | Notes |
|---|---|---|---|---|
| Parent Free Cash Flow (PSUs) | Compensation Committee sets 3-year cumulative Parent FCF target | 0% below 90%; 50% at 90%; 100% at 100%; 200% at ≥110% (straight-line between points) | 3-year (e.g., 2023–2025) | Earned subject to continued employment . |
| Relative TSR (PCUs) | Percentile vs. indices: 50% S&P 500 Utilities, 25% S&P 500, 25% MSCI LatAm EM | 0% below 30th; 50% at 30th; 100% at 50th; 150% at 70th; 200% at ≥90th (interpolated) | 3-year (e.g., 2023–2025), cash-settled | Aligns payouts with stock/Dividend performance . |
| RSUs (service) | Time-based | N/A (service-based vest) | As granted schedule | Aimed at retention/ownership . |
Equity Ownership & Alignment
- Stock ownership guidelines apply to NEOs at multiples of base salary (CEO 6x; other NEOs 3x); all NEOs were in compliance. Unexercised options/unvested PSUs/RSUs don’t count; net shares acquired must be retained until in compliance .
- AES prohibits hedging and pledging of company stock for executives; change-in-control benefits require double-trigger; no excise tax gross-ups .
- Section 16(a) filing compliance was broadly met; disclosed late filings involved other officers, not Paul Freedman .
- Individual beneficial ownership for Paul Freedman is not itemized in the proxy’s ownership tables; group total for directors/executive officers is provided .
Employment Terms
Company-wide executive frameworks (not individual-specific) relevant to retention and exit economics:
| Element | Voluntary/For Cause | Involuntary Not For Cause / Good Reason | CIC with Termination or Qualifying Event | Death | Disability |
|---|---|---|---|---|---|
| Base Salary | Through termination date | Through termination date | Through termination date | Beneficiary receives through termination date | Through termination date or earlier month-end before disability benefits start |
| Annual Bonus | None | Pro-rata bonus paid over non-compete period | Pro-rata bonus | CEO only pro-rata | CEO only pro-rata |
| Cash Severance | None | 1x (2x for CEO) salary + target bonus, paid over non-compete period | 2x (3x for CEO) salary + target bonus, lump sum | None | None |
| RSUs | Unvested forfeited | Unvested forfeited | Unvested vest at target, paid at Qualifying Event | Unvested vest at target (separation date) | Unvested vest at target (separation date) |
| PSUs/PCUs | Unvested forfeited | Vested paid on original schedule subject to performance | Full awards vest at target, paid at Qualifying Event | If before period end: full awards vest at target, paid at separation; if after: paid on original schedule subject to performance | Same as Death treatment |
Additional policies:
- Executive cash severance policy generally caps cash severance at ≤2.99x salary + target bonus absent shareholder ratification .
- Clawback policy enables recovery of erroneously awarded incentive compensation for Section 16 officers upon accounting restatements; separate forfeiture-on-cause provisions apply to long-term awards .
Investment Implications
- Alignment: AES uses rigorous performance metrics (Parent FCF, multi-index Relative TSR) and enforces no hedging/pledging and stock ownership requirements—supportive of pay-for-performance and long-term alignment; clawback and forfeiture provisions add downside risk for misconduct or restatements .
- Retention risk: Double-trigger CIC with defined severance economics and pro-rata bonus treatment mitigate involuntary separation risk; absence of disclosed guaranteed perquisites and capped severance reduces pay inflation risk .
- Trading signals: Specific insider ownership and selling activity for Paul Freedman are not disclosed in the proxy tables; monitor Section 16 Form 4 filings for any RSU tax-withholding sales vs. discretionary sales to assess selling pressure .
- Performance backdrop: Lagging 5-year cumulative TSR vs S&P 500 Utilities alongside improved Parent FCF/net income suggests heightened emphasis on FCF in incentives; compensation adjustments for CEO in 2025 to all performance-based awards reflect sensitivity to share price—indicative of broader committee posture likely affecting senior executives’ award design .