![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Name | Symbol | Market | Type |
---|---|---|---|
Indianapolis Power and Light (PK) | USOTC:IPWLP | OTCMarkets | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 118.20 | 117.75 | 250.00 | 0.00 | 01:00:00 |
¨
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
x
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
¨
|
Soliciting Material Pursuant to 240.14a-12
|
¨
|
No fee required.
|
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
|
LETTER TO STOCKHOLDERS
|
|
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
|
|
IMPORTANT INFORMATION ABOUT AES’ VIRTUAL ANNUAL MEETING
|
|
PROXY STATEMENT
|
|
Proxy Statement Summary
|
|
CORPORATE GOVERNANCE AT AES
|
|
Corporate Governance Practices
|
|
AES Governance Documents
|
|
Environmental, Social and Governance (ESG) Oversight and Activities
|
|
Related Person Policies and Procedures
|
|
Communications with the Board or Its Committees
|
|
Additional Governance Information
|
|
BOARD AND COMMITTEE GOVERNANCE
|
|
Board Leadership Structure
|
|
Director Independence
|
|
Director Attendance
|
|
Board Committees
|
|
The Board’s Role in Risk Management
|
|
Board and Committee Evaluations
|
|
Director Characteristics and Succession Planning
|
|
Director Nominations by Stockholders
|
|
Board of Directors - Biographies
|
|
DIRECTOR COMPENSATION
|
|
Director Compensation Program
|
|
Director Compensation
|
|
EXECUTIVE COMPENSATION
|
|
Compensation Discussion and Analysis
|
|
Executive Summary
|
|
Our Executive Compensation Process
|
|
Overview of AES Total Compensation
|
|
2019 Compensation Determinations
|
|
Other Relevant Compensation Elements and Policies
|
|
Summary Compensation Table
|
|
Grants of Plan-Based Awards Table
|
|
Narrative Disclosure Relative to the Summary Compensation Table and the Grants of Plan-Based Awards Table
|
|
Outstanding Equity Awards at Fiscal Year-End
|
|
Option Exercises and Stock Vested
|
|
Non-Qualified Deferred Compensation
|
|
Narrative Disclosure Relative to the Non-Qualified Deferred Compensation Table
|
|
Potential Payments Upon Termination or Change-in-Control
|
|
Additional Information Relating to Potential Payments Upon Termination of Employment or Change-in-Control
|
Payment of Long-Term Compensation Awards in the Event of Termination or Change-in-Control as Determined by the Provisions Set Forth in the 2003 Long-Term Compensation Plan
|
|
CEO Pay Ratio
|
|
Report of the Compensation Committee
|
|
Risk Assessment
|
|
AUDIT MATTERS
|
|
Report of the Financial Audit Committee
|
|
Information Regarding the Independent Registered Public Accounting Firm
|
|
STOCK OWNERSHIP
|
|
Security Ownership of Certain Beneficial Owners, Directors and Executive Officers
|
|
ANNUAL MEETING PROPOSALS
|
|
Proposal 1: Election of Directors
|
|
Proposal 2: To Approve, on an Advisory Basis, The Company’s Executive Compensation
|
|
Proposal 3: Ratification of the Appointment of EY as the Independent Auditor of the Company for Fiscal Year 2020
|
|
Proposal 4: Non-Binding Stockholder Proposal, to Adopt a By-Law to Subject Approval of any By-Law and Charter Amendments to a Stockholder Vote
|
|
QUESTIONS AND ANSWERS REGARDING OUR PROXY STATEMENT AND 2020 ANNUAL MEETING
|
|
|
|
March 6, 2020
Dear Fellow Stockholders,
It is my pleasure to invite you to participate in the 2020 Annual Meeting of Stockholders which will be conducted virtually via live webcast on Thursday, April 23, 2020, starting at 8:30 a.m. EDT. The Board has implemented a virtual meeting format this year to enable increased Stockholder participation and access, improve efficiency and reduce costs. A virtual meeting is also environmentally friendly and is in line with our commitment to sustainable business practices. Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. Additional information on how to participate in the 2020 Annual Meeting can be found on page 3.
At the 2020 Annual Meeting we will ask you to: (i) elect our Board of Directors to serve until the Annual Meeting in 2021, (ii) approve our executive compensation, (iii) ratify the appointment of Ernst & Young as our independent auditor for 2020, and (iv) vote on a matter submitted by a Stockholder. These proposals are described in more detail in the attached Notice of 2020 Annual Meeting of Stockholders and beginning on page 2 of this Proxy Statement.
In 2019, we achieved our strategic and financial goals, laying the foundation for strong growth in the coming decade, including:
•
Sustainable Growth - as of December 31, 2019 AES’ backlog of 6.1 GW was 3 GW under construction and coming on-line through 2021 and 3.1 GW of renewables signed under long-term Power Purchase Agreements, but not yet under construction;
•
Innovative Solutions - delivering innovative energy solutions through Fluence, Uplight, and a strategic alliance with Google; and
•
Superior Results - after reducing Parent debt by nearly half, AES’ credit rating was upgraded to investment grade by Fitch.
As further described in Board and Committee Governance beginning on page 15 of this Proxy Statement the Board undertook a number of governance initiatives during 2019. We are continually reviewing and improving our governance practices and this year, the Board hired a consultant to conduct an in depth Board evaluation and effectiveness review. We found the involvement of a third party in our evaluations to be beneficial and plan to continue this practice every few years to supplement our annual self-evaluations. In addition, we have worked to implement a Board succession and recruitment plan that aligns with AES’ strategy so the Board is better prepared to advise the Company as it continues to evolve.
Your Vote is Important. Stockholder attendance at our annual meetings helps maintain communications between the Company and our Stockholders and can improve Stockholders’ understanding of our business. We hope you will be able to join us. Whether or not you plan on attending the 2020 Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone, by internet or by returning your Proxy Card. Additional information on how to vote can be found in the Proxy Statement Summary and on the enclosed Proxy Card.
Sincerely,
|
||
|
|
|
||
|
|
John B. Morse, Jr.
Chairman and Lead Independent Director
|
|
|
By email:
|
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
|
|
Our Commitment to Transparency
|
If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting, management will post answers to a representative set of such questions on the Investor Relations page of the Company’s website (www.aes.com/investors). The questions and answers and a replay of the meeting will be available as soon as practicable after the meeting and will remain available for two weeks after posting.
|
|
|
2020 Annual Meeting of Stockholders
|
||||
|
|
|
|
|
Date and Time:
|
|
Your Vote is Important!
You may vote online before the Annual Meeting by submitting a proxy over the internet or by telephone. If you requested a paper copy of the proxy materials and received a paper copy of the Proxy Card you may vote by mail.
|
||
April 23, 2020, 8:30 a.m. EDT
|
|
|||
|
|
|||
Record Date:
|
|
|||
March 3, 2020
|
|
|||
|
|
|||
Location:
|
|
|||
www.meetingcenter.io/296708897
|
|
|
|
|
|
|
Online
|
|
By Phone
|
|
By Mail
|
Registered Holders: www.envisionreports.com/aes
Beneficial Holders: www.edocumentview.com/aes
|
|
Call the phone number located on the top of your Proxy Card
|
|
Complete, sign, date and return your Proxy Card in the envelope provided
|
Voting Matters
|
Board of Directors’ Recommendations
|
1. Election of Ten Director Nominees
|
FOR all Director Nominees
|
2. Advisory Approval of Executive Compensation
|
FOR
|
3. Ratification of Appointment of EY as the Independent Auditor of the Company for Fiscal Year 2020
|
FOR
|
4. Non-binding Stockholder proposal seeking to adopt a By-Law to subject approval of any By-Law and Charter amendments to a Stockholder vote
|
AGAINST
|
|
Annual Election of All Directors
|
|
91% Average Attendance of Incumbent Directors at Board and Committee Meetings
|
|
|
|
Non-Executive, Independent Chair of the Board Since 2003
|
|
Audit, Compensation and Governance Committee Members Are All Independent
|
|
|
|
Nine of Ten Director Nominees Are Independent
|
|
Directors Are Subject to Rigorous Stock Ownership Requirements
|
|
|
|
Annual Board and Committee Self-Evaluations and Review of Director Qualifications
|
|
Director Compensation Reviewed Annually
|
|
|
|
Executive Sessions of Independent Directors Held at Each Regularly Scheduled Board Meeting, and Directors Meet Periodically Throughout the Year with Individual Members of Management
|
|
Financial Audit Committee Members Are All Financially Literate and Four of Five Are Audit Committee Financial Experts
|
|
|
|
Directors Subject to Term Limits, Average Tenure of Our Directors is Less than Seven Years
|
|
No Increase in Director Compensation Since 2012
|
|
Target Total Compensation at 50th Percentile
|
|
Director and Executive Officer Stock Ownership Guidelines
|
|
|
|
Independent Consultant Retained by the Compensation Committee
|
|
Executive Compensation Clawback Policy
|
|
|
|
Double-Trigger Change-in-Control for Long Term Compensation Awards
|
|
No Change-in-Control Excise Tax Gross Ups
|
|
|
|
No Perquisites for our Executive Officers, Except for Relocation Benefits
|
|
No Backdating or Option Repricing
|
|
|
|
All AES Employees Prohibited from Hedging or Pledging of AES Common Stock
|
|
Annual Review of Risk Related to Compensation Programs
|
|
|
|
No Special Retirement Benefit Formulas for Executive Officers
|
|
Relative Pay-for-Performance Alignment
|
|
|
|
Mix of AES-Specific and Relative Performance Goals
|
|
Caps on Annual and Long-Term Incentive Payouts
|
|
•
|
Independent Board. Nine out of ten Director nominees are independent.
|
•
|
Separation of the Roles of CEO and Chairman. These roles are separate and our Chairman is an independent Director.
|
•
|
Annual Elections of Directors by Majority Vote. All of our Directors are accountable to Stockholders through an annual election with a majority vote standard.
|
•
|
No Supermajority Voting Provisions. Neither our Sixth Restated Certificate of Incorporation (“Charter”) or our Amended and Restated By-Laws (“By-Laws”) contain any supermajority voting provisions.
|
•
|
Proxy Access. Stockholders may nominate Directors through proxy access.
|
•
|
Stockholder Right to Call a Special Meeting. Stockholders holding 25% of the outstanding shares of the Company’s stock have the right to call special meetings of Stockholders.
|
•
|
Stockholder Right to Act by Written Consent. Stockholders have the right to act by a written consent signed by Stockholders holding no less than the minimum number of votes necessary to authorize an action at a meeting.
|
•
|
Rigorous Director Stock Ownership Requirements. Non-employee Directors are expected to hold equity ownership in the Company of at least five times the Director’s annual Board retainer within five years after election to the Board.
|
•
|
Communication with the Board. Stockholders may communicate with any individual Director, any Board committee, or the full Board.
|
•
|
Director Engagement. Our Directors attended an average of 91% of Board and committee meetings in 2019.
|
•
|
Annual Say on Pay Vote. The Company’s Say on Pay approval rating exceeded 94% at each of the last eight annual meetings.
|
•
|
Annual Board and Committee Self-Evaluations. Through this process, the Board annually reviews the qualifications, experiences, and contributions of its Directors to provide for a Board that is comprised of the right mix to achieve AES’ strategic goals.
|
•
|
Limit on Director Tenure to Ensure Fresh Board Perspectives. Under our Corporate Governance Guidelines, we expect that Directors will serve for at least four consecutive one-year terms but no more than 15 cumulative one-year terms.
|
|
Certificate of Incorporation
|
|
Financial Audit Committee Charter
|
By-Laws
|
|
Compensation Committee Charter
|
Code of Conduct
|
|
Governance Committee Charter
|
Corporate Governance Guidelines
|
|
Innovation and Technology Committee Charter
|
|
Social
|
|
As a leading sustainable power company with operations in multiple markets, stakeholder engagement is integrated into our global strategy and we strive to develop strong, proactive and consistent relationships with all our stakeholders. AES has many stakeholders, including our people, customers, investors, communities, creditors, governments, partners, regulatory agencies and trade associations among others.
|
|
|
|
Safety
|
Ensuring safe operations at our facilities around the world, so each person can return home safely, is the cornerstone of our daily activities and decisions.
|
We always put safety first, and we measure our successes by how safely we achieve our goals.
|
|
|
|
|
Our People
|
|
We recognize that our people are our greatest asset, and they set the foundation of our ability to achieve our strategic objectives. The success we have achieved would not be possible without the leadership, motivation, knowledge and skills that our people bring to work every day.
|
|
|
|
Talent Management
|
We have a comprehensive approach to managing our talent and our developing leaders in order to ensure our people have the right skills for today and tomorrow, whether that requires us to build new business models or leverage leading technologies.
|
|
|
Global Diversity and Inclusion
|
At AES, we believe that our individual differences make us stronger. We see our Diversity and Inclusion Program as an enabler, complementing who we are by reinforcing our values and supporting our mission and strategy.
|
Our Diversity and Inclusion Program targets the following achievements:
Create a common language and understanding about diversity and inclusion;
Take actions to reduce unconscious bias to increase inclusivity;
Foster culture of diversity and inclusivity; and
Track our program’s results leveraging a balanced scorecard approach, which considers tracking gender balance in talent pools and leadership positions, training participation, and community engagements, amongst other metrics.
|
|
|
|
Our Culture
|
In 2019, several AES businesses received “Great Place to Work” designations by the Great Place to Work Institute in the following countries:
Argentina
Chile
Colombia
Panama
Puerto Rico
El Salvador
Dominican Republic
Mexico
|
|
•
|
the benefits to the Company;
|
•
|
the materiality and character of the Related Person’s direct or indirect interest, and the actual or apparent conflict of interest of the Related Person;
|
•
|
the impact on a Director’s independence in the event the Related Person is a Director or a Director nominee, an immediate family member of a Director or a Director nominee or an entity in which a Director or a Director nominee is an Executive Officer, partner, or principal;
|
•
|
the commercial reasonableness of the Related Person Transaction and the availability of other sources for comparable products or services;
|
•
|
the terms of the Related Person Transaction;
|
•
|
the terms available to unrelated third parties or to employees generally;
|
•
|
any reputational risk the Related Person Transaction may pose to the Company; and
|
•
|
any other relevant information.
|
AES Board of Directors:
|
|
Governance Committee:
|
|
Compensation Committee:
|
AESDirectors@aes.com
|
|
NomGovCommitteeChair@aes.com
|
|
CompCommitteeChair@aes.com
|
|
|
|
|
|
Financial Audit Committee:
|
|
Innovation and Technology Committee:
|
|
|
AuditCommitteeChair@aes.com
|
|
InnovationCommitteeChair@aes.com
|
|
|
|
|
|
•
|
Compensation Committee;
|
•
|
Financial Audit Committee;
|
•
|
Governance Committee; and
|
•
|
Innovation and Technology Committee.
|
Director
|
|
Audit
|
|
Compensation
|
|
Governance
|
|
Innovation and Technology
|
Andrés R. Gluski
|
|
|
|
|
|
|
|
l
|
Janet G. Davidson(2)
|
|
l
|
|
l
|
|
|
|
l
|
Charles L. Harrington (1)(2)
|
|
Chair
|
|
l
|
|
|
|
l
|
Tarun Khanna
|
|
|
|
|
|
l
|
|
Chair
|
Holly Koeppel
|
|
|
|
|
|
Chair
|
|
l
|
James H. Miller (1)(2)
|
|
l
|
|
Chair
|
|
|
|
l
|
Alain Monié (1)(2)
|
|
l
|
|
|
|
l
|
|
l
|
John B. Morse Jr. (3)
|
|
|
|
|
|
|
|
|
Moisés Naím
|
|
|
|
|
|
l
|
|
l
|
Jeffrey W. Ubben(1)(2)
|
|
l
|
|
l
|
|
|
|
l
|
Number of Meetings in 2019
|
|
8
|
|
7
|
|
6
|
|
4
|
•
|
review and evaluate at least annually the performance of the CEO and other executive officers of the Company, including setting goals and objectives, and to set executive compensation, including incentive awards and related performance goals;
|
•
|
provide oversight of the Company’s executive compensation and benefit plans and practices;
|
•
|
make recommendations to the Board to modify AES’ executive compensation and benefit programs to align with the Company’s compensation goals;
|
•
|
review, discuss and make recommendations to the Board on say on pay and say on frequency matters and Stockholder engagement;
|
•
|
assess the stock ownership guidelines for executive officers;
|
•
|
review Management’s succession planning; and
|
|
•
|
prepare the compensation committee report included in the Company’s proxy statement.
|
•
|
the integrity of the financial statements of the Company and its subsidiaries;
|
•
|
the effectiveness of the Company’s internal controls over financial reporting;
|
•
|
the Company’s compliance with legal and regulatory requirements;
|
•
|
the qualifications, independence and performance of the Company’s independent registered public accounting firm (the “Independent Auditor”);
|
|
•
|
the performance of the Company’s internal audit function; and
|
•
|
the preparation of the audit committee report included in the Company’s annual Proxy Statement.
|
•
|
identify and provide recommendations for potential Director nominees for election to the Board;
|
•
|
advise the Board with respect to Board composition, procedures and committees;
|
•
|
develop and recommend to the Board corporate governance guidelines (and any amendments thereto) applicable to the Company;
|
•
|
establish and administer programs for evaluating the performance of Board members;
|
•
|
review the fees paid to outside directors for their services on the Board and its Committees;
|
•
|
consider governance and social responsibility issues relating to the Company;
|
•
|
review the Company’s contributions to trade associations, including any amounts related to political activities and lobbying expenses, and review of other political contributions or expenditures, if any, by the Company;
|
•
|
provide oversight of the Company’s environmental, safety and cyber security programs and related issues; and
|
•
|
provide oversight of the Company’s dispute resolution, operations, construction, insurance and regulatory programs and related issues.
|
•
|
the Company’s efforts to foster growth through innovation;
|
•
|
the Company’s efforts to identify and assess risks and opportunities in the power industry and adjacent industries arising from emerging or competing technologies; and
|
•
|
the Company’s approach to replication of innovative solutions across businesses.
|
|
Responsible Party
|
|
Area of Risk Oversight
|
Board
|
|
Oversees all operational, financial, strategic, brand and reputational risk with the oversight of specific risks undertaken within the Committee structure.
|
|
The Company’s Chief Financial Officer provides a report on the Company’s financial performance and outlook, which may include an analysis of key external and internal drivers of performance, prospective sources and uses of funds, and the implications to the Company’s debt covenants and credit rating, if any.
|
|
|
Receives a report from the Company’s Chief Risk Officer, which explains the Company’s primary risk exposures, including currency, commodity, hydrology, and interest rate risk.
|
|
|
In addition to the regular reports from Committee Chairs, the Board receives reports on specific areas of risk from time to time, such as regulatory, geopolitical, cyclical, or other risks.
|
|
|
|
|
Audit Committee
|
|
Oversees risk related to integrity of the Company’s financial statements, internal controls over financial reporting and disclosure controls and procedures (including the performance of the Company’s internal audit function).
|
|
Oversees the performance of the Independent Auditor.
|
|
|
Oversees the effectiveness of the Company’s Ethics and Compliance Program.
|
|
|
|
|
Governance Committee
|
|
Oversees risk related to environmental compliance, safety and cyber security risks.
|
|
Oversees operational and construction risks including risks related to tariffs, efficiency at our subsidiaries’ plants, performance of our subsidiaries’ distribution businesses, progress of construction and risks that may cause delays or increases in costs and related matters.
|
|
|
Oversees risks related to dispute resolution and receives a privileged dispute resolution report from the General Counsel, which provides information regarding the status of the Company’s litigation and related matters.
|
|
|
|
|
Compensation Committee
|
|
Oversees risk related to compensation practices, including practices related to hiring and retention, succession planning, and training of employees.
|
|
|
|
Innovation and Technology Committee
|
|
Oversees risk related to technologies and innovations deployed by the Company for use in its businesses.
|
|
•
|
Defined and assessed culture and dynamics;
|
•
|
Enhanced annual assessments of the Board and individual Directors; and
|
•
|
Established a multi-year view of the Board’s refreshment rotation and recruitment strategy to strategically plant for board openings.
|
•
|
Global mindset, including stakeholder influence and understanding;
|
•
|
Transformational leadership and mission driven alignment;
|
•
|
Business agility, including customer centricity and data driven decision making;
|
•
|
Operations management, including experience as a public company business leader;
|
•
|
Finance and investment experience, including financial strategies and US corporate governance experience;
|
•
|
Innovation and technology, including disruptive technologies and digital understanding;
|
•
|
Strategic leadership, including business acumen, people and organizational dynamics and talent management; and
|
•
|
Diversity along a variety of dimensions, including the candidate’s professional and personal experience, background, perspective and viewpoint as well as the candidate’s gender and ethnicity.
|
|
|
|
Janet G. Davidson
Age: 63 Director since February 2019 |
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
Financial Audit Committee
Compensation Committee Innovation and Technology Committee |
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
ST Microelectronics, N.V.
Millicom International Cellular |
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
None
|
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
Ms. Davidson brings to the AES Board a deep knowledge of technology, global business operations, customer care and sales, and corporate strategy. Ms. Davidson began her career in 1979 as a member of the Technical Staff of Bell Laboratories, Lucent Technologies (as of 2006 Alcatel Lucent), a communications and infrastructure solutions company, and served from 1979 through her retirement in 2011 in several key positions including, most recently as Group President Internetworking Systems (2001 to 2005), Chief Strategy Officer (2005 to 2006), Chief Compliance Officer (2006 to 2008) and Executive Vice President, Quality & Customer Care (2008 to 2011).
|
|
|
|
Andrés R. Gluski
Age: 62 Director since September 2011 |
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
Innovation and Technology Committee
|
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
Waste Management, Inc.
|
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
AES Gener, S.A.
|
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
As the Chief Executive Officer (“CEO”) of AES, Mr. Gluski provides our Board with in-depth knowledge about the Company’s business, the electric industry and international markets. Under his leadership, AES has become a world leader in implementing clean technologies, including energy storage, renewables and LNG. He also initiated a quarterly dividend, which has grown at an 8% annual rate, and increased the credit rating by multiple notches to achieve an investment grade rating. Mr. Gluski currently serves on the US-India CEO Forum and the U.S. Brazil CEO Forum and since 2015, Mr. Gluski has served as Chairman of the Council of the Americas/Americas Society. Prior to his appointment as CEO in September 2011, Mr. Gluski served in several senior roles at AES, including as Chief Operating Officer of the Company. Before joining AES in 2000, Mr. Gluski held senior positions in banking, telecommunications, the International Monetary Fund and the public sector.
|
|
|
|
Tarun Khanna
Age: 53 Director since April 2019 |
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
Governance Committee
Innovation and Technology Committee, Chair |
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
None
|
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
Bharat Financial Inclusion Limited
|
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
Dr. Khanna is the Jorge Paulo Lemann Professor at the Harvard Business School, where he joined the faculty in 1993. He brings substantial expertise regarding global business, emerging markets and corporate strategy to the Board. Dr. Khanna’s scholarly work has been published in a range of economics, management and foreign policy journals. He has written several books on entrepreneurship in emerging markets, most recently, Trust: Creating the Foundation for Entrepreneurship in Developing Countries (2018), and is a co-founder of several science-based startups across the developing world. He was appointed a Young Global Leader by the World Economic Forum in 2007, elected Fellow of the Academy of International Business in 2009, appointed Director of Harvard University’s Lakshmi Mittal and Family South Asia Institute in 2010, appointed Chairman of the Government of India’s Expert Commission on Innovation & Entrepreneurship in 2015, and honored for lifetime scholarly achievement by the Academy of Management in 2015.
|
|
|
|
Holly K. Koeppel
Age: 61 Director since April 2015 |
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
Governance Committee, Chair
Innovation and Technology Committee |
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
British American Tobacco
Vesuvius plc Arch Coal, Inc. |
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
Reynolds American Inc.
Integrys Energy Group, Inc. |
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
Ms. Koeppel, a senior operating and financial executive, has served for over thirty years in the energy industry. Her knowledge of global energy-related commodity markets and infrastructure industries offers valuable insights to the Board. From 2010 to until her retirement in January 2017, Ms. Koeppel was Partner and Global Head of Citi Infrastructure Investors, a division of Citigroup, which was later managed by Corsair Infrastructure Management. Prior to her service at Citi Infrastructure Investors, Ms. Koeppel served as Executive Vice President and Chief Financial Officer for American Electric Power Corporation (“AEP”) from 2006 to 2009 and in several additional executive positions at AEP (from 2000 to 2006).
|
|
|
|
Julia M. Laulis
Age: 57
Director Nominee
|
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
None
|
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
Cable One, Inc.
|
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
None
|
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
Ms. Laulis brings to the AES Board a deep knowledge of business strategy, operations, customer care, technology and transformational leadership. Ms. Laulis joined Cable One in 1999 as Director of Marketing - Northwest Division. In 2001, she was named Vice President of Operations for the Southwest Division. In 2004, she accepted the additional responsibility for starting up Cable One’s Phoenix Customer Care Center. In 2008, she was named Chief Operations Officer, responsible for the company’s three operation divisions and two call centers. In 2012, she was named Chief Operating Officer of Cable One, adding sales, marketing and technology to her responsibilities. In January 2015, she was promoted to President and Chief Operating Officer of Cable One. Prior to joining Cable One, Ms. Laulis served in various management positions with Jones Communications in the Washington, DC and Denver, CO areas. Ms. Laulis began her career in the cable industry over 35 years ago with Hauser Communications.
|
|
|
|
James H. Miller
Age: 71 Director since June 2013 |
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
Compensation Committee, Chair
Financial Audit Committee Innovation and Technology Committee |
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
Crown Holdings, Incorporated
McDermott Inc. |
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
Rayonier Advanced Materials
Chicago Bridge & Iron Company N.V. |
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
Mr. Miller brings to the AES Board his substantial experience in the energy industry both in the US and internationally, including experience in regulated utilities and competitive power markets. With more than 35 years of experience in the energy industry, Mr. Miller served as Chairman of PPL Corporation from 2006 until his retirement in March 2012. He joined PPL as President of its US generation businesses in 2001. Previously, he was Executive Vice President of USEC Inc. and President of two ABB Group subsidiaries: ABB Environmental Systems and ABB Resource Recovery Systems. He began his career at the former Delmarva Power & Light Co.
|
|
|
|
Alain Monié
Age: 69 Director since: July 2017 |
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
Governance Committee
Financial Audit Committee Innovation and Technology Committee |
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
Ingram Micro Inc.
Expeditors |
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
Amazon.com, Inc.
|
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
Mr. Monié has served as the chief executive officer of Ingram Micro Inc. (“Ingram Micro”), a leader in delivering the full spectrum of global technology and supply chain solutions to businesses around the world, since January 2012. Mr. Monié joined Ingram Micro in 2003 and was appointed President of the Asia Pacific region in 2004. From 2007 to 2010, he served as President and Chief Operating Officer of Ingram Micro. Following one year as Chief Executive Officer of Singapore-based Asia Pacific Resources International Limited, he returned to Ingram Micro as Chief Operating Officer in late 2011 and became Chief Executive Officer in January 2012. Prior to joining Ingram Micro, Mr. Monié held senior international leadership positions with AlliedSignal Inc. (“AlliedSignal”) and, subsequently, Honeywell International (“Honeywell”) after the two companies merged. Mr. Monié played a key role in AlliedSignal’s 1999 merger with Honeywell and, from 2000 to 2002, he served as Honeywell’s president of Latin America and head of the Industrial and Building Automation group for that region. Before joining AlliedSignal, Mr. Monié held general management positions with French aerospace company Sogitec Inc. and, prior to that time, he was a controller with Renault. He started his career as an engineer in Mexico while in military service.
|
|
|
|
John B. Morse Jr.
Age: 73 Director since December 2018 |
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
Chairman of the Board and Lead Independent Director
|
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
Host Hotels & Resorts Corporation
|
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
HSN, Inc.
|
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
Mr. Morse brings substantial executive experience to the Board, including board, investment and other finance expertise. Prior to his appointment as Chairman of the Board and Lead Independent Director in April 2018, Mr. Morse served as the Chairman of the Financial Audit Committee beginning in April 2013 and was a member of the Strategy and Investment Committee of the Board. Before his retirement in December 2008, Mr. Morse served as the Senior Vice President, Finance and Chief Financial Officer of The Washington Post Company (the “Post”), now Graham Holdings Co., a diversified education and media company whose principal operations include educational services, newspaper and magazine print and online publishing, television broadcasting and cable television systems recording over $4.4 billion in annual operating revenues. During Mr. Morse’s 19 year tenure, the Post’s leadership made more than 100 investments in both domestic and international companies and included new endeavors in emerging markets. Prior to joining the Post, Mr. Morse was a partner at Price Waterhouse (now PricewaterhouseCoopers), where he worked with publishing/media companies and multilateral lending institutions for more than 17 years.
|
|
|
|
Moisés Naím
Age: 67 Director since April 2013 |
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
Governance Committee
Innovation and Technology Committee |
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
FEMSA
|
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
Cementos Pacasmayo
|
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
Dr. Naím is a Distinguished Fellow at the Carnegie Endowment for International Peace and has served in that role since June 2010. For fourteen years (1996 to 2010), Dr. Naím was Editor in Chief of Foreign Policy magazine (first, at The Carnegie Endowment for International Peace and subsequently, at The Washington Post Company). He has written extensively on international economics and global politics, economic development and the consequences of globalization, and is the chief international columnist for El País and La Repubblica, which are high circulation daily newspapers in Spain and Italy, respectively. His columns are syndicated worldwide. Dr. Naím is also the host and producer of Efecto Naím, a Spanish language news and analysis weekly program that airs in the US and Latin America. Dr. Naím brings substantial international economics and political expertise to AES through his tenure as Venezuela’s Minister of Industry and Trade and Director of Venezuela’s Central Bank in the early 1990s and as an Executive Director of the World Bank also in the early 1990s. He is the author of many scholarly articles and more than ten books on economics and politics and has broad experience as a consultant to corporations, governments and non-governmental organizations.
|
|
|
|
Jeffrey W. Ubben
Age: 58 Director since January 2018 |
|
|
|
|
|
|
|
|
Board Committees
|
|||
|
Financial Audit Committee
Compensation Committee Innovation and Technology Committee |
|||
|
|
|
|
|
|
Other Current Public Directorships
|
|||
|
|
None
|
||
|
|
|
|
|
|
|
Other Public Directorships Within the Last Five Years
|
||
|
|
Twenty-First Century Fox
Willis Towers Watson plc Willis Group Holdings plc Valeant Pharmaceuticals International, Inc. Misys, plc |
||
|
|
|
|
|
|
|
Qualifications and Experience:
|
||
|
|
Mr. Ubben is a Founder and the Chairman of ValueAct Capital. He is currently Portfolio Manager of the ValueAct Spring Fund and is a member of the firm’s Management Committee. Mr. Ubben served as the Chief Executive Officer of ValueAct Capital from July 2017 through 2019 and served as the Chief Investment Officer of ValueAct Capital prior to that. With more than 30 years of experience in the investment management business, Mr. Ubben has an extensive background in sophisticated financial matters and strategic planning. In addition to his investment expertise, Mr. Ubben brings to the Board strong leadership skills gained through his experience on the Boards of other public companies.
|
|
•
|
Comparing how Director compensation relates and compares to that of similarly-sized general industry and power companies;
|
•
|
Reviewing the elements of Director compensation (e.g., annual retainers, committee compensation and deferred compensation grants);
|
•
|
Evaluating the mix of cash compensation and equity/deferred compensation that makes up total Director compensation; and
|
•
|
Providing an evaluation of the Director compensation program design, including alternative recommendations for consideration.
|
•
|
promote the recruitment of talented and experienced Directors to the AES Board;
|
•
|
compensate outside Directors for the increased workload inherent in a public board Director position; and
|
•
|
retain a strong financial incentive for Directors to maintain and promote the long-term health and viability of the Company.
|
|
Audit Committee Chair
|
|
$30,000
|
Compensation Committee Chair
|
|
$25,000
|
Governance Committee Chair
|
|
$22,250
|
Innovation and Technology Committee Chair
|
|
$15,000
|
Audit Committee Member
|
|
$15,000
|
Compensation Committee Member
|
|
$15,000
|
Governance Committee Member
|
|
$15,000
|
Name(1)
|
Fees Earned or
Paid in Cash(2) |
Stock
Awards(3) |
Option
Awards(4) |
Total
|
|
Janet G. Davidson (5)
|
$96,408
|
$251,700
|
$0
|
$348,108
|
|
Charles L. Harrington
Chair—Financial Audit Committee
|
$97,800
|
$193,040
|
$0
|
$290,840
|
|
Kristina M. Johnson (6)
|
$0
|
$0
|
$0
|
$0
|
|
Tarun Khanna
Chair—Innovation and Technology Committee
|
$82,800
|
$181,040
|
$0
|
$263,840
|
|
Holly K. Koeppel
Chair—Governance Committee
|
$90,050
|
$193,040
|
$0
|
$283,090
|
|
James H. Miller
Chair—Compensation Committee
|
$92,800
|
$177,200
|
$0
|
$270,000
|
|
Alain Monié
|
$82,800
|
$118,040
|
$75,000
|
$275,840
|
|
John B. Morse, Jr.
Chairman, Lead Independent Director
|
$100,320
|
$366,776
|
$0
|
$467,096
|
|
Moisés Naím
|
$77,800
|
$193,040
|
$0
|
$270,840
|
|
Name(1)
|
Fees Earned or
Paid in Cash(2) |
Stock
Awards(3) |
Option
Awards(4) |
Total
|
Jeffrey W. Ubben
|
$82,800
|
$177,200
|
$0
|
$260,000
|
(1)
|
Mr. Gluski, our President and CEO, is also a member of our Board. His compensation is reported in the Summary Compensation Table and the other tables set forth in this Proxy Statement. In accordance with our Corporate Governance Guidelines, Management Directors do not receive any additional compensation in connection with service on the Board.
|
(2)
|
Directors elected at the 2019 Annual Meeting of Stockholders received an $80,000 Annual Retainer with a requirement that at least 34% of such retainer be deferred in the form of stock units, with each Director having the right to elect to defer additional amounts as further described above. Directors may also elect to defer Committee fees in the form of stock units.
|
|
|
Annual Elective
Retainer Deferred |
|
Committee
Retainer Deferred |
Janet Davidson
|
|
$31,548
|
|
$0
|
Charles L. Harrington
|
|
$52,800
|
|
$45,000
|
Tarun Khanna
|
|
$12,800
|
|
$0
|
Holly K. Koeppel
|
|
$52,800
|
|
$0
|
John B. Morse, Jr.
|
|
$100,320
|
|
$0
|
Alain Monié
|
|
$52,800
|
|
$30,000
|
Moisés Naím
|
|
$52,800
|
|
$25,000
|
(3)
|
This column includes the aggregate grant date fair value of Director stock unit awards granted in 2019 pursuant to (i) the 34% mandatory annual retainer deferral into stock units, (ii) as further described in Director Compensation above, the additional incremental value resulting from Directors electing to defer more than 34% of their annual retainer and being credited with 1.3 or 1.9 times, as applicable, of the elective deferral amount, and (iii) the annual Deferred Incentive Compensation Grant. The aggregate grant date fair values were computed in accordance with FASB ASC Topic 718. A discussion of the relevant assumptions made in these valuations may be found in footnote 16 to the financial statements contained in the AES Form 10-K.
|
|
(5)
|
Ms. Davidson was elected to the Board on February 22, 2019 and accordingly was paid an initial grant of deferred stock units and an Annual Retainer, Committee Fees, and Deferred Compensation Grant pro-rated for the service provided until the April 18, 2019 Annual Meeting of Stockholders.
|
(6)
|
Ms. Johnson’s term ended April 18, 2019. She did not receive any compensation for the 2019-2020 Board Year.
|
|
•
|
AES’ philosophy is to target total compensation opportunities at approximately the 50th percentile of companies similar in industry and size.
|
•
|
With over three-quarters of NEO compensation in variable incentives, actual compensation only exceeds the 50th percentile when AES exceeds performance goals and creates commensurate Stockholder value.
|
•
|
Annual incentive plan payouts were slightly above the target opportunity based on actual performance.
|
•
|
2019 long-term incentive payouts reflect strong performance and Total Shareholder Return of 92% over a three-year performance period (2017-2019).
|
•
|
The Compensation Committee continues to align pay practices with Stockholder interests.
|
What AES Does
|
|
What AES Doesn’t Do
|
Pay-for-Performance Alignment - Annual review of AES Total Stockholder Return performance and its impact on realizable pay to ensure actual results are aligned to performance payouts
|
|
No “Single-Trigger” Vesting of Equity Awards with a Change in Control - All unvested, outstanding and future awards contain a “double-trigger” provision
|
Target Total Compensation at 50th Percentile - Based on similarly-sized companies’ target total compensation at the size-adjusted 50th percentile
|
|
No Special Retirement Benefit Formulas for NEOs - Our non-qualified retirement plan restores benefits capped under our broad-based plan due to statutory limits
|
|
Heavy Weight on Performance Compensation - Majority of compensation is paid through annual incentive and long-term compensation plans
|
|
No Hedging or Pledging - Maintain a policy that prohibits all AES employees (including Officers) and Directors of AES from engaging in hedging activities or pledging AES stock
|
Stock Ownership Guidelines - Maintain market-competitive guidelines to align NEO and Stockholder interests
|
|
No Change-In-Control Excise Tax Gross-Ups - Completely discontinued this provision
|
Change-In-Control Severance - Our plan is competitive with market practice and all benefits are conditioned upon “double-trigger”
|
|
No Perquisites - No perquisites are provided to any NEOs, except for relocation benefits in connection with overseas assignments
|
“Clawback” Policy - Policy provides for recovery of certain previously-paid incentive awards under certain circumstances
|
|
No Backdating or Option Repricings
|
Independent Consultant Retained by the Compensation Committee - Provides no other services to AES, other than Board services
|
|
No Payment of Dividends or Dividend Equivalents on Equity Awards Unless Earned and/or Vested
|
•
|
The Compensation Committee annually reviews AES’ performance and CEO compensation relative to power generation and utility companies from the S&P 500 Utilities Index to which investors may compare AES. For the 2016-2018, period the CEO’s realizable compensation was equivalent to the 53rd percentile while Total Stockholder Return was equivalent to the 80th percentile.
|
•
|
At the 2019 Annual Meeting, AES received over 94% support for its NEO compensation based on the shares voted in favor of the 2019 Say on Pay proposal.
|
|
Name
|
|
Title
|
Mr. Andrés Gluski
|
|
President & Chief Executive Officer (“CEO”)
|
Mr. Gustavo Pimenta
|
|
EVP & Chief Financial Officer (“CFO”)
|
Mr. Bernerd Da Santos
|
|
EVP & Chief Operating Officer (“COO”)
|
Mr. Julian Nebreda
|
|
SVP & President, South America Strategic Business Unit
|
Ms. Letitia Mendoza
|
|
SVP & Chief Human Resources Officer (“CHRO”)
|
•
|
Individual performance against pre-set goals and objectives for the year, and Company performance;
|
•
|
An individual’s experience and expertise;
|
•
|
Position and scope of responsibilities;
|
•
|
An individual’s future prospects with the Company; and
|
•
|
The new total compensation that would result from any change and how the new total compensation compares to survey data.
|
|
|
Compensation Committee
|
|
Independent Compensation Consultant
|
|
Management (CEO & CHRO)
|
Provide overall oversight of the Company’s compensation and benefit plans, including plans in which the NEOs participate
|
|
l
|
|
|
|
|
Annually review NEO compensation and, if appropriate, propose changes to target total compensation for Board of Directors’ approval
|
|
l
|
|
|
|
|
Approve performance goals for annual and long-term incentive plans within the first three months of the performance period
|
|
l
|
|
|
|
|
Based on an assessment of performance against pre-set goals, approve payouts to NEOs under incentive plans and propose for Board of Directors’ approval
|
|
l
|
|
|
|
|
|
|
|
Compensation Committee
|
|
Independent Compensation Consultant
|
|
Management (CEO & CHRO)
|
Participate in all Compensation Committee meetings
|
|
l
|
|
l
|
|
l
|
Participate in executive sessions of the Compensation Committee
|
|
l
|
|
As requested
|
|
|
Prepare and summarize detailed information on the Company’s performance and, as applicable, performance of individual executives
|
|
|
|
|
|
l
|
Prepare and provide (in advance whenever possible) additional materials regarding our executive compensation plans for review and discussion by the Compensation Committee in its meetings
|
|
|
|
|
|
l
|
Based on business strategy, propose any changes to incentive plan designs
|
|
|
|
|
|
l
|
With the Compensation Committee’s knowledge, provide background information to the independent consultant required for the consultant to carry out its duties
|
|
|
|
|
|
l
|
Update the Compensation Committee on market trends, regulatory matters and governance best practices related to executive compensation
|
|
|
|
l
|
|
|
Review and provide the Compensation Committee with feedback on market competitiveness of any changes to target total compensation proposed by management
|
|
|
|
l
|
|
|
Review and provide the Compensation Committee with feedback on incentive plan changes proposed by management
|
|
|
|
l
|
|
|
•
|
The U.S. General Industry Database, which consisted of other companies with international operations with a total of 760 companies;
|
•
|
The U.S. Energy Industry Database, which consisted primarily of power generation and distribution companies, with a total of 116 companies; and
|
•
|
Country-specific compensation database for international data which consisted of companies similar to AES’ business, with a total of 320 companies in Chile.
|
|
NEO
|
|
General Industry Weighting
|
|
Power Industry Weighting
|
Mr. Gluski
|
|
50%
|
|
50%
|
Mr. Pimenta
|
|
50%
|
|
50%
|
Mr. Da Santos
|
|
50%
|
|
50%
|
Mr. Nebreda
|
|
100%
|
|
-
|
Ms. Mendoza
|
|
50%
|
|
50%
|
Objective
|
|
What It Rewards
|
|
Why We Pay
|
Base Salary
|
||||
Provide fixed cash compensation that reflects the individual’s experience, responsibility and expertise
|
|
Accomplishment of day-to-day job responsibilities, taking into account individual performance and retention considerations
|
|
Market competitiveness; attract and retain our NEOs
|
Performance Incentive Plan (our annual incentive plan)
|
||||
Provide performance-based, short-term cash compensation relative to the achievement of pre-set objectives, and performance, based on a payout range of 0-200%
|
|
Achievement of specific pre-set performance thresholds related to safety, financial, operational and strategic objectives
|
|
Direct incentive to achieve the Company's safety, financial, operational and strategic objectives for the year
|
Long-Term Compensation (LTC)
|
||||
Provide awards that align the interests of our executives with those of our Stockholders over the long term
|
|
Share price growth, dividend performance and attainment of long-term financial goals
|
|
Directly links NEOs’ interests with those of Stockholders and AES’ long-term financial performance
|
Retirement and Health and Welfare Benefits
|
||||
Provide retirement and health and welfare benefits that are generally comparable to those provided to our broad-based U.S. employee population
|
|
Promote healthiness and financial readiness for retirement
|
|
Market competitiveness
|
|
•
|
Year-over-year changes in total compensation;
|
•
|
The value of outstanding long-term compensation awards under various share price and financial performance scenarios;
|
•
|
Payouts and realized gains from past long-term compensation awards; and
|
•
|
The value of benefits payable upon termination and change-in-control.
|
|
NEO
|
|
2019 Base Salary
|
|
Percentage Increase from 2018
|
|
Rationale for Increase
|
Mr. Gluski
|
|
$1,218,888
|
|
2.6%
|
|
Maintain market competitiveness
|
Mr. Pimenta
|
|
$500,000
|
|
0%
|
|
N/A - Promoted in late 2018
|
Mr. Da Santos
|
|
$523,000
|
|
2.5%
|
|
Maintain market competitiveness
|
Mr. Nebreda
|
|
$397,000
|
|
0.1%
|
|
Maintain market competitiveness
|
Ms. Mendoza
|
|
$455,000
|
|
4.6%
|
|
Move closer to 50th percentile
|
|
NEO
|
|
2019 Base Salary
|
|
2019 Target Annual Incentive
(% of base salary)
|
|
Actual 2019 Annual Incentive Award
|
|
|
Dollar Value*
|
% of Target Annual Incentive**
|
|||||
Mr. Gluski
|
|
$1,218,888
|
|
150%
|
|
$1,901,500
|
104%
|
Mr. Pimenta
|
|
$500,000
|
|
100%
|
|
$520,000
|
104%
|
Mr. Da Santos
|
|
$523,000
|
|
100%
|
|
$543,900
|
104%
|
Mr. Nebreda1
|
|
$397,000
|
|
80%
|
|
$330,300
|
104%
|
Ms. Mendoza
|
|
$455,000
|
|
80%
|
|
$378,600
|
104%
|
•
|
Compensation philosophy which emphasizes alignment between executive compensation and Stockholder value creation;
|
•
|
Long-term strategic and financial objectives;
|
•
|
Goal of retaining our NEOs; and
|
•
|
Review of relevant market practices.
|
|
Performance Level
|
|
Vesting Percentage
|
75% of Performance Target or Below
|
|
0%
|
Equal to 87.5% of Performance Target
|
|
50%
|
Equal to 100% of Performance Target
|
|
100%
|
Equal to or Greater Than 125% of Performance Target
|
|
200%
|
•
|
S&P 500 Utilities Index - 50%
|
•
|
S&P 500 Index - 25%
|
•
|
MSCI Emerging Markets Index - 25%
|
AES 3-Year Total Stockholder Return Percentile Rank
|
|
Vesting Percentage
|
Below 30th percentile
|
|
0%
|
Equal to 30th percentile
|
|
50%
|
Equal to 50th percentile
|
|
100%
|
Equal to 70th percentile
|
|
150%
|
Equal to or Greater Than 90th percentile
|
|
200%
|
|
NEO
|
|
February 2019 Long-Term Compensation Target Value
|
|
|
As % of Base Salary
|
Dollar Amount
|
|
Mr. Gluski
|
|
595%
|
$7,253,050
|
Mr. Pimenta
|
|
225%
|
$1,125,000
|
Mr. Da Santos
|
|
397%
|
$2,076,750
|
Mr. Nebreda
|
|
187.5%
|
$744,375
|
Ms. Mendoza
|
|
187.5%
|
$853,125
|
NEO
|
|
Target Number of Units
|
|
% of Target Vested Based on Proportional Free Cash Flow
|
|
Final Shares Vested
|
Mr. Gluski
|
|
213,103
|
|
104.2%
|
|
222,053
|
Mr. Da Santos
|
|
38,474
|
|
104.2%
|
|
40,090
|
Mr. Nebreda
|
|
14,845
|
|
104.2%
|
|
15,468
|
Ms. Mendoza
|
|
21,878
|
|
104.2%
|
|
22,797
|
|
•
|
S&P 500 Utilities Index - 81st percentile of performance, resulting payout of 177%
|
•
|
S&P 500 Index - 75th percentile of performance, resulting payout of 163%
|
•
|
MSCI Emerging Markets Index - 85th percentile of performance, resulting payout of 187%
|
NEO
|
|
Target Number of Units
|
|
% of Target Vested Based on TSR
|
|
Resulting Cash Payout
|
Mr. Gluski
|
|
2,542,320
|
|
176%
|
|
$4,474,483
|
Mr. Da Santos
|
|
459,000
|
|
176%
|
|
$807,840
|
Mr. Nebreda
|
|
177,100
|
|
176%
|
|
$311,696
|
Ms. Mendoza
|
|
261,000
|
|
176%
|
|
$459,360
|
NEO
|
|
Target Number of Units
|
|
% of Target Vested Based on Proportional Free Cash Flow
|
|
Final Units Vested
|
Mr. Pimenta
|
|
121,263
|
|
104.2%
|
|
126,356
|
|
NEO
|
|
Ownership Multiple of Base Salary
|
Mr. Gluski
|
|
5x
|
Mr. Pimenta
|
|
3x
|
Mr. Da Santos
|
|
3x
|
Mr. Nebreda
|
|
2x
|
Ms. Mendoza
|
|
2x
|
|
•
|
The initial payment was calculated based upon achieving certain financial results that were subsequently the subject of a material restatement of the Company’s financial statements;
|
•
|
The Compensation Committee, in its discretion, determines that the executive engaged in fraud or willful misconduct that caused, or substantially caused, the need for the restatement; and
|
•
|
A lower payment would have been made to the executive based upon the restated financial results.
|
|
|
Year Ended
Dec. 31, 2019
|
Diluted earnings per share from continuing operations
|
|
$0.46
|
Unrealized derivative and equity security losses
|
|
$0.16
|
Unrealized foreign currency losses (gains)
|
|
$0.05
|
Disposition/ acquisition losses (gains)
|
|
$0.02
|
Impairment expense
|
|
$0.61
|
|
Loss on extinguishment of debt
|
|
$0.18
|
Restructuring Costs
|
|
-
|
U.S. Tax Law Reform Impact
|
|
$(0.01)
|
Less: Net income tax expense (benefit)
|
|
$(0.11)
|
Adjusted EPS
|
|
$1.36
|
|
•
|
Based on actual performance, the value of equity awards at vesting may decline, including both our AES relative Total Stockholder Return performance cash units and AES Proportional Free Cash Flow performance stock units.
|
•
|
For the 2017-2019 performance cash units, AES had a Total Stockholder Return of 72%, which exceeded the 75th percentile against all three indices to which it compares itself.
|
•
|
As a direct result of the performance-based nature of AES’ executive compensation program actual compensation earned by our NEOs has varied from Summary Compensation Table reported values for the last three years.
|
◦
|
Approximately 83% of amounts included in the Summary Compensation Table Total column have been realized by our NEOs over the preceding three-year period.
|
*
|
Table excludes the Option Awards and Change in Pension Value and Non-Qualified Deferred Compensation Earnings columns,
|
(1)
|
The base salary earned by each NEO during fiscal years 2019, 2018, and 2017, as applicable.
|
|
(2)
|
Aggregate grant date fair value of performance stock units, performance cash units, and restricted stock units granted in the year which are computed in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”) disregarding any estimates of forfeitures related to service-based vesting conditions. A discussion of the relevant assumptions made in the valuation may be found in our financial statements, footnotes to the financial statements (footnote 19), or Management’s Discussion & Analysis, as appropriate, contained in the AES Form 10-K which also includes information for 2017 and 2018. Assuming the maximum market and financial performance conditions are achieved, and in the case of performance stock units the share price at grant, the maximum value of performance stock units and performance cash units granted in fiscal year 2019, and payable upon completion of the 2019-2021 performance period, is shown below.
|
Maximum Value of Performance Stock Units and Performance Cash Units
Granted in FY19 (payable after completion of 2019-2021 performance period)
|
|||
Name
|
Performance Stock Units ($)
|
Performance Cash Units ($)
|
Total ($)
|
Andres Gluski
|
$5,802,430
|
$5,802,440
|
$11,604,870
|
Gustavo Pimenta
|
$899,990
|
$900,000
|
$1,799,990
|
Bernerd Da Santos
|
$1,661,388
|
$1,661,400
|
$3,322,788
|
Julian Nebreda
|
$595,494
|
$595,500
|
$1,190,994
|
Letitia Mendoza
|
$682,513
|
$682,500
|
$1,365,013
|
(3)
|
The value of non-equity incentive plan awards earned during the 2019 fiscal year and paid in 2020 under our Performance Incentive Plan (our annual incentive plan). For Mr. Pimenta, also includes the value of his award earned for the three-year performance period ended December 31, 2019, and paid in 2020 for cash-based performance units granted under the 2003 Long-Term Compensation Plan.
|
(4)
|
All Other Compensation includes Company contributions to both qualified and non-qualified defined contribution retirement plans. In the case of Mr. Nebreda, All Other Compensation also includes assignment related benefits. Mr. Nebreda receives assignment related benefits as a result of his role as SVP & President, South America Strategic Business Unit.
|
Name
|
|
AES Contributions
to Qualified
Defined
Contribution Plans |
|
AES Contributions to Non Qualified Defined Contribution Plans
|
|
Relocation and Assignment Benefits
|
|
Host Location Tax Payments
|
|
Total Other
Compensation |
Andres Gluski
|
|
$25,200
|
|
$275,490
|
|
$0
|
|
$0
|
|
$300,690
|
Gustavo Pimenta
|
|
$25,200
|
|
$37,148
|
|
$0
|
|
$0
|
|
$62,348
|
Bernerd Da Santos
|
|
$25,200
|
|
$78,030
|
|
$0
|
|
$0
|
|
$103,230
|
Julian Nebreda (a)
|
|
$25,200
|
|
$48,071
|
|
$361,083
|
|
$404,481
|
|
$838,835
|
Letitia Mendoza
|
|
$25,200
|
|
$53,550
|
|
$0
|
|
$0
|
|
$78,750
|
|
Name
|
Grant
Date |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (1) |
Estimated Future Payouts
Under Equity Incentive Plan Awards (2) |
All Other Stock
Awards:
Number of Shares of Stock or Units
(#)(3)
|
Grant Date Fair Value of
Stock and Option Awards ($)(4) |
||||
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
||||
Andres Gluski
|
|||||||||
|
|
$0
|
$1,828,332
|
$3,656,664
|
|
|
|
|
|
|
22-Feb-19
|
|
|
|
0
|
165,500
|
331,000
|
|
$2,901,215
|
|
22-Feb-19
|
|
|
|
1,450,610
|
2,901,220
|
5,802,440
|
|
$3,054,985
|
|
22-Feb-19
|
|
|
|
|
|
|
82,750
|
$1,450,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gustavo Pimenta
|
|||||||||
|
|
$0
|
$500,000
|
$1,000,000
|
|
|
|
|
|
|
22-Feb-19
|
|
|
|
0
|
25,670
|
51,340
|
|
$449,995
|
|
22-Feb-19
|
|
|
|
225,000
|
450,000
|
900,000
|
|
$473,850
|
|
22-Feb-19
|
|
|
|
|
|
|
12,835
|
$224,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bernerd Da Santos
|
|||||||||
|
|
$0
|
$523,000
|
$1,046,000
|
|
|
|
|
|
|
22-Feb-19
|
|
|
|
0
|
47,387
|
94,774
|
|
$830,694
|
|
22-Feb-19
|
|
|
|
415,350
|
830,700
|
1,661,400
|
|
$874,727
|
|
22-Feb-19
|
|
|
|
|
|
|
23,694
|
$415,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Julian Nebreda
|
|||||||||
|
|
$0
|
$317,600
|
$635,200
|
|
|
|
|
|
|
22-Feb-19
|
|
|
|
0
|
16,985
|
33,970
|
|
$297,747
|
|
22-Feb-19
|
|
|
|
148,875
|
297,750
|
595,500
|
|
$313,531
|
|
22-Feb-19
|
|
|
|
|
|
|
8,493
|
$148,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Letitia Mendoza
|
|||||||||
|
|
$0
|
$364,000
|
$728,000
|
|
|
|
|
|
|
22-Feb-19
|
|
|
|
0
|
19,467
|
38,934
|
|
$341,257
|
|
22-Feb-19
|
|
|
|
170,625
|
341,250
|
682,500
|
|
$359,336
|
|
22-Feb-19
|
|
|
|
|
|
|
9,733
|
$170,619
|
|
|
|
|
|
|
|
|
|
|
*
|
Table excludes the All Other Option Awards and Exercise or Base Price of Option Awards, as no Stock Options were granted in 2019.
|
(1)
|
Each NEO received an award under the Performance Incentive Plan (our annual incentive plan) in 2019. The first row of data for each NEO shows the threshold, target and maximum award under the Performance Incentive Plan. For the Performance Incentive Plan, the threshold award is 0% of the target award, and the maximum award is 200% of the target award. The extent to which awards are payable depends upon AES’ performance against goals established in the first quarter of the fiscal year. This award is payable in the first quarter of 2020.
|
(2)
|
Each NEO received performance stock units on February 22, 2019 awarded under the 2003 Long-Term Compensation Plan. These units vest based on the financial performance condition of Proportional Free Cash Flow for the three year period ending December
|
|
(3)
|
Each NEO received restricted stock units on February 22, 2019 awarded under the 2003 Long-Term Compensation Plan. These units vest on a service-based condition in which one-third of the restricted stock units vest on each of the first three anniversaries of the grant.
|
(4)
|
Aggregate grant date fair value of performance stock units, performance cash units, and restricted stock units granted in the year which are computed in accordance with FASB ASC Topic 718, disregarding any estimates of forfeitures related to service-based vesting conditions and, in the case of the performance stock units and performance cash units, assuming a target level of performance. A discussion of the relevant assumptions made in the valuation may be found in our financial statements, footnotes to the financial statements (footnote 19), or Management’s Discussion & Analysis, as appropriate, contained in the AES Form 10-K. Assuming the maximum market and financial performance conditions are achieved, and in the case of performance stock units the share price at grant, the maximum value of performance stock units and performance cash units granted in fiscal year 2019, and payable upon completion of the 2019-2021 performance period, is shown in footnote 2 to the Summary Compensation Table.
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Number of
Securities Underlying Unexercised Options
(#) Exercisable
|
Option
Exercise Price
($)
|
Option
Expiration
Date
(day/mo/year) |
|
Number of
Shares or Units That Have Not Vested
(#)
|
|
Market Value of Shares or
Units That
Have Not
Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have
Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
||
Andrés Gluski
|
|||||||||||
23,158
|
$12.180
|
19-Feb-20
|
|
|
|
|
|
|
|
||
107,807
|
$12.880
|
18-Feb-21
|
|
|
|
|
|
|
|
||
99,734
|
$9.760
|
30-Sep-21
|
|
|
|
|
|
|
|
||
245,665
|
$13.700
|
17-Feb-22
|
|
|
|
|
|
|
|
||
524,511
|
$11.170
|
15-Feb-23
|
|
|
|
|
|
|
|
||
446,053
|
$14.630
|
21-Feb-24
|
|
|
|
|
|
|
|
||
748,625
|
$11.890
|
20-Feb-25
|
|
|
|
|
|
|
|
||
(1)
|
|
|
|
178,858
|
(2)
|
$3,559,274
|
347,267
|
(3)
|
$6,910,613
|
||
|
|
|
|
|
|
|
12,793,820
|
(4)
|
$12,793,820
|
||
|
|
|
|
|
|
|
|
|
|
||
Gustavo Pimenta
|
|||||||||||
|
|
|
|
24,804
|
(2)
|
$493,600
|
51,409
|
(3)
|
$1,023,039
|
||
|
|
|
|
|
|
|
1,440,000
|
(4)
|
$1,440,000
|
||
|
|
|
|
|
|
|
|
|
|
||
Bernerd Da Santos
|
|||||||||||
21,211
|
$11.170
|
15-Feb-23
|
|
|
|
|
|
|
|
||
30,730
|
$14.630
|
21-Feb-24
|
|
|
|
|
|
|
|
||
66,250
|
$11.890
|
20-Feb-25
|
|
|
|
|
|
|
|
||
(1)
|
|
|
|
41,046
|
(2)
|
$
|
816,815
|
|
80,204
|
(3)
|
$1,596,060
|
|
|
|
|
|
|
|
2,923,650
|
(4)
|
$2,923,650
|
||
|
|
|
|
|
|
|
|
|
|
||
Julian Nebreda
|
|||||||||||
16,800
|
$12.880
|
18-Feb-21
|
|
|
|
|
|
|
|
||
19,134
|
$13.700
|
17-Feb-22
|
|
|
|
|
|
|
|
||
33,317
|
$11.170
|
15-Feb-23
|
|
|
|
|
|
|
|
||
26,917
|
$14.630
|
21-Feb-24
|
|
|
|
|
|
|
|
||
46,092
|
$11.890
|
20-Feb-25
|
|
|
|
|
|
|
|
||
(1)
|
|
|
|
16,764
|
(2)
|
$333,604
|
34,374
|
(3)
|
$684,043
|
||
|
|
|
|
|
|
|
960,326
|
(4)
|
$960,326
|
||
|
|
|
|
|
|
|
|
|
|
||
Letitia Mendoza
|
|||||||||||
32,028
|
$11.170
|
15-Feb-23
|
|
|
|
|
|
|
|
||
24,643
|
$14.630
|
21-Feb-24
|
|
|
|
|
|
|
|
||
66,250
|
$11.890
|
20-Feb-25
|
|
|
|
|
|
|
|
||
(1)
|
|
|
|
19,600
|
(2)
|
$
|
390,040
|
|
38,128
|
(3)
|
$758,747
|
|
|
|
|
|
|
|
1,400,250
|
(4)
|
$1,400,250
|
||
|
|
|
|
|
|
|
|
|
|
*
|
Table excludes the following columns which are not applicable based on award types currently outstanding: Number of Securities Underlying Unexercised Options Unexercisable and Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options. Valued using closing price per share on the last business day of the fiscal year (December 31, 2019) of $19.90, except that performance cash units are valued at $1 per unit.
|
(1)
|
Stock options were last granted to NEOs in 2015, and are all fully vested.
|
(2)
|
Included in this item are:
|
a.
|
A restricted stock unit grant made to all NEOs on February 24, 2017 that vests in one final installment on February 24, 2020.
|
b.
|
A restricted stock unit grant made to all NEOs on February 23, 2018 that vests in two installments on February 23, 2020 and February 23, 2021.
|
|
(3)
|
Included in this item are:
|
|
|
|
Option Awards
|
|
Stock Awards (1,2)
|
||||
Name
|
|
Number of Shares
Acquired on Exercise (#) |
Value Realized
on Exercise ($) |
|
Number of Shares
Acquired on Vesting (#) |
Value Realized
on Vesting ($) |
||
Andrés Gluski
|
|
65,000
|
|
$256,100
|
|
332,021
|
|
$6,331,139
|
Gustavo Pimenta
|
|
—
|
|
$ —
|
|
11,304
|
|
$196,890
|
Bernerd Da Santos
|
|
—
|
|
$ —
|
|
58,433
|
|
$1,117,082
|
Julian Nebreda
|
|
12,864
|
|
$39,428
|
|
23,977
|
|
$455,878
|
Letitia Mendoza
|
|
—
|
|
$ —
|
|
33,995
|
|
$648,407
|
(1)
|
The 2017 Total Stockholder Return performance cash units also vested on December 31, 2019 with each unit having a value of $1.00. In connection with the vesting of such units, the NEOs received the following dollar amounts: Mr. Gluski ($4,474,483), Mr. Da Santos ($807,840), Mr. Nebreda ($311,696), and Ms. Mendoza ($459,360).
|
(2)
|
Vesting of stock awards in 2019 consisted of separate grants shown in the following table.
|
(a)
|
The February 24, 2017 performance stock unit grant vested based on the Company’s Proportional Free Cash Flow results for the three-year period ended December 31, 2019 with performance of 101.05% of target, which resulted in a payout of 104.2% of target. Final certification of results and distribution of shares occurred in the first quarter of 2020. For purposes of this Proxy Statement, the performance stock units vested at that performance level as of December 31, 2019 at the closing stock price per share of $19.90.
|
(b)
|
The February 19, 2016 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The third vesting occurred on February 19, 2019 at a vesting price of $17.18.
|
|
(d)
|
The February 23, 2018 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The first vesting occurred on February 23, 2019 at a vesting price of $17.53.
|
Name
|
|
Executive
Contributions in Last FY ($)(1) |
|
Registrant
Contributions in Last FY ($)(2) |
|
Aggregate
Earnings in Last FY ($)(3) |
|
Aggregate
Withdrawals / Distributions ($) |
|
Aggregate Balance
at Last FYE ($)(4) |
Andrés Gluski - RSRP
|
|
$182,833
|
|
$275,490
|
|
$1,271,505
|
|
$0
|
|
$5,573,775
|
Gustavo Pimenta - RSRP
|
|
$24,287
|
|
$37,148
|
|
$17,348
|
|
$0
|
|
$141,915
|
Bernerd Da Santos - RSRP
|
|
$85,660
|
|
$78,030
|
|
$154,936
|
|
$0
|
|
$911,230
|
Julian Nebreda - RSRP
|
|
$138,267
|
|
$48,071
|
|
$194,233
|
|
$0
|
|
$871,368
|
Julian Nebreda - IRP
|
|
$0
|
|
$0
|
|
$495,161
|
|
$0
|
|
$1,754,498
|
Letitia Mendoza - RSRP
|
|
$36,400
|
|
$53,550
|
|
$84,503
|
|
$0
|
|
$531,756
|
(1)
|
Amounts in this column represent elective contributions to the Restoration Supplemental Retirement Plan (“RSRP”) and the International Retirement Plan (“IRP”) in 2019.
|
(2)
|
Amounts in this column represent the Company’s contributions to the RSRP. The amounts reported in this column and the Company’s additional contributions to the 401(k) Plan are included in the amounts reported in the 2019 row of the “All Other Compensation” column of the Summary Compensation Table.
|
Name
|
|
Included in 2017
All Other Compensation
|
|
Included in 2018
All Other Compensation
|
|
Included in 2019
All Other Compensation
|
Andrés Gluski
|
|
$162,521
|
|
$258,750
|
|
$275,490
|
Gustavo Pimenta
|
|
-
|
|
-
|
|
$37,148
|
Bernerd Da Santos
|
|
$31,716
|
|
$65,250
|
|
$78,030
|
Julian Nebreda
|
|
-
|
|
$107,453
|
|
$48,071
|
Letitia Mendoza
|
|
$27,916
|
|
$42,900
|
|
$53,550
|
(3)
|
Amounts in this column represent investment earnings under the RSRP and IRP.
|
(4)
|
Amounts in this column represent the balance of amounts in the RSRP and IRP at the end of 2019 and are included in the Summary Compensation Table as described in footnote 2 herein.
|
|
|
|
|
Termination
|
|
|
||||
Name
|
|
Voluntary or For Cause
|
Without Cause |
In Connection
with Change in Control |
Death
|
Disability
|
|
Change in
Control
Only (No
Termination)
|
Andrés Gluski
|
||||||||
Cash Severance1
|
|
$0
|
$6,094,440
|
$9,141,660
|
$0
|
$0
|
|
$0
|
Accelerated Vesting of LTC2
|
|
$0
|
$0
|
$16,866,798
|
$16,866,798
|
$16,866,798
|
|
$0
|
Benefits Continuation3
|
|
$0
|
$38,344
|
$57,516
|
$0
|
$0
|
|
$0
|
Outplacement Assistance4
|
|
$0
|
$25,000
|
$25,000
|
$0
|
$0
|
|
$0
|
Total
|
|
$0
|
$6,157,784
|
$26,090,974
|
$16,866,798
|
$16,866,798
|
|
$0
|
|
|
|
|
|
|
|
|
|
Gustavo Pimenta
|
||||||||
Cash Severance1
|
|
$0
|
$1,000,000
|
$2,000,000
|
$0
|
$0
|
|
$0
|
Accelerated Vesting of LTC2
|
|
$0
|
$0
|
$2,236,639
|
$2,236,639
|
$2,236,639
|
|
$0
|
Benefits Continuation3
|
|
$0
|
$17,070
|
$25,605
|
$0
|
$0
|
|
$0
|
Outplacement Assistance4
|
|
$0
|
$25,000
|
$25,000
|
$0
|
$0
|
|
$0
|
Total
|
|
$0
|
$1,042,070
|
$4,287,244
|
$2,236,639
|
$2,236,639
|
|
$0
|
|
|
|
|
|
|
|
|
|
Bernerd Da Santos
|
||||||||
Cash Severance1
|
|
$0
|
$1,046,000
|
$2,092,000
|
$0
|
$0
|
|
$0
|
Accelerated Vesting of LTC2
|
|
$0
|
$0
|
$3,874,700
|
$3,874,700
|
$3,874,700
|
|
$0
|
Benefits Continuation3
|
|
$0
|
$17,070
|
$25,605
|
$0
|
$0
|
|
$0
|
Outplacement Assistance4
|
|
$0
|
$25,000
|
$25,000
|
$0
|
$0
|
|
$0
|
Total
|
|
$0
|
$1,088,070
|
$6,017,305
|
$3,874,700
|
$3,874,700
|
|
$0
|
|
|
|
|
|
|
|
|
|
Julian Nebreda
|
||||||||
Cash Severance1
|
|
$0
|
$714,600
|
$1,429,200
|
$0
|
$0
|
|
$0
|
Accelerated Vesting of LTC2
|
|
$0
|
$0
|
$1,497,809
|
$1,497,809
|
$1,497,809
|
|
$0
|
Benefits Continuation3
|
|
$0
|
$22,545
|
$33,818
|
$0
|
$0
|
|
$0
|
Outplacement Assistance4
|
|
$0
|
$25,000
|
$25,000
|
$0
|
$0
|
|
$0
|
Total
|
|
$0
|
$762,145
|
$2,985,827
|
$1,497,809
|
$1,497,809
|
|
$0
|
|
|
|
|
|
|
|
|
|
Letitia Mendoza
|
||||||||
Cash Severance1
|
|
$0
|
$819,000
|
$1,638,000
|
$0
|
$0
|
|
$0
|
Accelerated Vesting of LTC2
|
|
$0
|
$0
|
$1,848,912
|
$1,848,912
|
$1,848,912
|
|
$0
|
Benefits Continuation3
|
|
$0
|
$17,070
|
$25,605
|
$0
|
$0
|
|
$0
|
Outplacement Assistance4
|
|
$0
|
$25,000
|
$25,000
|
$0
|
$0
|
|
$0
|
Total
|
|
$0
|
$861,070
|
$3,537,517
|
$1,848,912
|
$1,848,912
|
|
$0
|
(1)
|
Upon termination without cause, or a qualifying termination following a change-in-control, and in the case of Mr. Gluski, termination due to death or disability, or Good Reason (outside of change-in-control), a pro-rata bonus to the extent earned would be payable.
|
|
(2)
|
Accelerated Vesting of Long-Term Compensation (“LTC”) includes:
|
•
|
The value of outstanding performance stock units granted in February 2018 and 2019 at the target payout level;
|
•
|
The value of outstanding performance cash units granted in February 2018 and 2019 at the target payout level;
|
•
|
The value of outstanding restricted stock units granted in February 2017, 2018 and 2019; and
|
|
|
Performance Stock Units
|
|
Restricted Stock Units
|
|
Performance Cash Units
|
|
Total Accelerated LTI Vesting
|
||
Gluski
|
|
$6,910,613
|
|
$3,559,274
|
|
$6,396,910
|
|
$
|
16,866,798
|
|
Pimenta
|
|
$1,023,039
|
|
$493,600
|
|
$720,000
|
|
$
|
2,236,639
|
|
Da Santos
|
|
$1,596,060
|
|
$816,815
|
|
$1,461,825
|
|
$
|
3,874,700
|
|
Nebreda
|
|
$684,043
|
|
$333,604
|
|
$480,163
|
|
$
|
1,497,809
|
|
Mendoza
|
|
$758,747
|
|
$390,040
|
|
$700,125
|
|
$
|
1,848,912
|
|
(3)
|
Upon termination without cause and a qualifying termination following a change-in-control, the NEO may receive continued medical, dental and vision benefits. The value of benefits continuation is based on the share of premiums paid by the Company on each NEO’s behalf in 2019, based on the coverage in place at the end of December 2019. For the period that benefits are continued, each NEO is responsible for paying the portion of premiums previously paid as an employee.
|
(4)
|
Upon termination without cause, or in the case of Mr. Gluski, for Good Reason, or a qualifying termination following a change-in-control, the NEOs are eligible for outplacement benefits. The estimated value of this benefit is $25,000.
|
•
|
Disability benefits under our long-term disability program in effect at the time;
|
•
|
Base salary through the termination date or, if earlier, the end of the month preceding the month in which disability benefits commence; and
|
•
|
In the case of Mr. Gluski, a pro-rata portion of his annual bonus to the extent earned, based upon the number of days he was employed during the year (“Pro-Rata Bonus”).
|
|
•
|
Base salary through the termination date, the Pro-Rata Bonus, and a lump sum severance payment equal to one times (two times in the case of Mr. Gluski) the sum of the Executive Officer’s base salary and target bonus for the year in which the termination of employment occurs;
|
•
|
Continued participation for 12 months (24 months in the case of Mr. Gluski) in all medical, dental, and vision benefit programs that the Executive Officer was participating in at the time of termination; and
|
•
|
Outplacement assistance from the time of termination until December 31st of the second calendar year following the calendar year in which the termination occurred.
|
•
|
Base salary through the termination date, the Pro-Rata Bonus, and a lump sum severance payment equal to two times (three times in the case of Mr. Gluski) the sum of the Executive Officer’s base salary and target bonus for the year in which the termination of employment occurs;
|
•
|
Continued participation for 18 months (36 months in the case of Mr. Gluski) in all medical, dental, and vision benefit programs that the Executive Officer was participating in at the time of termination; and
|
•
|
Outplacement assistance from the time of termination until December 31st of the second calendar year following the calendar year in which the termination occurred.
|
|
|
|
|
|
Global
|
|
US Only
|
AES 2019 CEO Pay Ratio
|
|
175:1
|
|
79:1
|
•
|
Our program reflects a balanced mix of compensation awards to avoid excessive weight on any one performance measure and is designed to promote stability and growth (1) in the short-term through the payment of an annual incentive award based on quantifiable goals and (2) in the long-term, through the payment of awards, the value of which are tied directly to AES share price performance;
|
•
|
Our annual incentive plan, performance stock units, performance cash units, and performance units provide a defined range of payout opportunities ranging from 0-200% of target;
|
•
|
Total compensation levels are heavily weighted on long-term incentive awards tied to share price performance with three-year service-based vesting schedules and cumulative long-term performance goals;
|
•
|
We have stock ownership guidelines so that our NEOs’ and other senior executives’ personal wealth is tied to the long-term success of the Company; and
|
•
|
The Compensation Committee retains discretion to adjust or modify compensation based on the Company’s and executives’ performance.
|
•
|
Good balance of fixed and variable pay opportunities;
|
|
•
|
Capped incentive plans;
|
•
|
Multiple incentive measures;
|
•
|
Performance measured at the large business unit or corporate level;
|
•
|
Mix of measurement time periods;
|
•
|
Long-term stock ownership requirements and holding requirements;
|
•
|
Allowable Compensation Committee discretion, especially in the annual incentive plan, performance stock unit, performance cash unit, and performance unit agreements;
|
•
|
Oversight provided by non-participants in the plans, including plan results and Compensation Committee approval of goals;
|
•
|
Moderate severance program; and
|
•
|
Clawback policy.
|
|
|
|
|
$ in millions
|
|
|
2019
|
2018
|
|
Audit Fees
|
|
$13.80
|
$13.90
|
Audit Related Fees
|
|
0.20
|
0.60
|
Tax Fees
|
|
0.00
|
0.00
|
All Other Fees
|
|
0.02
|
0.30
|
Total Fees
|
|
$14.02
|
$14.80
|
|
Name/Address
|
|
Position Held with the Company
|
|
Shares of
Common Stock Beneficially Owned(1)(2) |
|
% of
Class(1)(2) |
|
Janet G. Davidson
|
|
Director
|
|
16,029
|
|
|
*
|
Andrés R. Gluski
|
|
President, CEO and Director
|
|
3,726,990
|
|
|
*
|
Charles L. Harrington
|
|
Director
|
|
140,636
|
|
|
*
|
Tarun Khanna
|
|
Director
|
|
210,971
|
|
|
*
|
Holly K. Koeppel
|
|
Director
|
|
102,302
|
|
|
*
|
James H. Miller
|
|
Director
|
|
129,733
|
|
|
*
|
Alain Monié
|
|
Director
|
|
107,446
|
|
|
*
|
John B. Morse, Jr. (3)
|
|
Director and Chairman of the Board
|
|
254,627
|
|
|
*
|
Moisés Naím
|
|
Director
|
|
125,174
|
|
|
*
|
Jeffrey W. Ubben(4)
|
|
Director
|
|
4,379,445
|
|
|
*
|
Bernerd Da Santos
|
|
EVP and COO
|
|
324,796
|
|
|
*
|
Letitia Mendoza
|
|
SVP and CHRO
|
|
255,822
|
|
|
*
|
Julian Nebreda
|
|
SVP & President, South America Business Unit
|
|
217,415
|
|
|
*
|
|
Name/Address
|
|
Position Held with the Company
|
|
Shares of
Common Stock Beneficially Owned(1)(2) |
|
% of
Class(1)(2) |
|
Gustavo Pimenta
|
|
EVP and CFO
|
|
50,938
|
|
|
*
|
All Directors and Executive Officers as a Group (19) persons
|
|
|
|
10,259,284
|
|
|
1.54%
|
The Vanguard Group (5)
100 Vanguard Boulevard
Malvern, PA 19355
|
|
|
|
88,789,865
|
|
|
13.36%
|
Capital World Investors (6)
333 South Hope Street
Los Angeles, CA 90071
|
|
|
|
73,306,244
|
|
|
11.03%
|
BlackRock Inc. (7)
55 East 52nd Street
New York, NY 10055
|
|
|
|
58,690,741
|
|
|
8.83%
|
State Street Corporation (8)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
|
|
|
|
34,509,317
|
|
5.19%
|
*
|
Shares held represent less than 1% of the total number of outstanding shares of common stock of the Company.
|
(1)
|
The shares of our Common Stock beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, shares of our Common Stock, which are subject to Options, units or other securities that are exercisable or convertible into shares of our Common Stock within 60 days of February 27, 2020, are deemed to be outstanding and beneficially owned by the person holding such Options, units or other securities. Such underlying shares of Common Stock are deemed to be outstanding for the purpose of computing such person’s ownership percentage, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
|
(2)
|
Includes (a) the following shares issuable upon exercise of Options outstanding as of February 27, 2020 that are able to be exercised on or before April 27, 2020: Ms. Davidson - 0 shares; Mr. Harrington – 0 shares; Dr. Khanna – 0 shares; Ms. Koeppel - 0 shares; Mr. Miller – 19,280 shares; Mr. Monié – 59,830 shares; Mr. Morse – 0 shares; Dr. Naím – 0 shares; Mr. Gluski – 2,172,395 shares; Mr. Da Santos – 118,191 shares; Mr. Nebreda - 142,260 all Directors and Executive Officers as a group – 2,743,310 shares; (b) the following units issuable under The AES 2003 Long Term Compensation Plan, including The AES Corporation Deferred Compensation Plan for Directors: Ms. Davidson - 16,029; units; Mr. Harrington – 140,636 units; Dr. Khanna – 210,971 units; Ms. Koeppel – 102,302 units; Mr. Miller – 110,453 units; Mr. Monié – 46,291 units; Mr. Morse – 253,627 units; Dr. Naím – 125,174 units; Mr. Ubben – 32,945 units; all Directors as a group 1,517,725 units; (c) the following shares held in The AES Retirement Savings Plan: Mr. Gluski – 28,166 shares; Mr. Da Santos – 26,799 shares; Ms. Mendoza – 24,195; and Mr. Nebreda – 25,646 and all Executive Officers as a group – 142,380 shares.
|
(3)
|
Includes 1,000 shares held by Mr. Morse’s wife.
|
(4)
|
Includes 32,945 stock units Mr. Ubben holds under agreement for the benefit of the limited partners of ValueAct Spring Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Spring Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Spring Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. Also, includes 4,346,500 shares held by ValueAct Spring Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Spring Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Spring Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership
|
|
(5)
|
Based solely on information furnished in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 11, 2020, in which Vanguard reported that it had (a) sole power to vote or to direct the vote of 978,000 shares, (b) shared power to vote or to direct the vote of 162,375 shares, (c) sole power to dispose or to direct the disposition of 87,721,042 shares, and (d) shared power to dispose or to direct the disposition of 1,068,823 shares, with an aggregate amount beneficially owned by the reporting person of 88,789,865 shares.
|
(6)
|
Based solely on information furnished in the Schedule 13G/A filed by Capital World Investors with the SEC on January 10, 2020, in which Capital World Investors reported that it had (a) sole power to vote or to direct the vote of 73,177,084 shares, (b) shared power to vote or to direct the vote of 0 shares, (c) sole power to dispose or to direct the disposition of 73,306,244 shares, and (d) shared power to dispose or to direct the disposition of 0 shares, with an aggregate amount beneficially owned by the reporting person 73,306,244 shares.
|
(7)
|
Based solely on information furnished in the Schedule 13G/A filed by BlackRock Inc. and certain of its affiliates (“BlackRock”) with the SEC on February 5, 2020, in which BlackRock reported that it had (a) sole power to vote or to direct the vote of 52,988,239 shares, (b) shared power to vote or to direct the vote of 0 shares, (c) sole power to dispose or to direct the disposition of 58,690,741 shares, and (d) shared power to dispose or to direct the disposition of 0 shares, with an aggregate amount beneficially owned by the reporting person of 58,690,741 shares.
|
(8)
|
Based solely on information furnished in the Schedule 13G filed by State Street Corporation and certain of its affiliates (“State Street”) with the SEC on February 13, 2020, in which State Street Corporation reported that it had (a) sole power to vote or to direct the vote of 0 shares, (b) shared power to vote or to direct the vote of 30,215,125 shares, (c) sole power to dispose or to direct the disposition of 0 shares, and (d) shared power to dispose or to direct the disposition of 34,504,491 shares, with an aggregate amount beneficially owned by the reporting person 34,509,317 shares.
|
|
Name
|
|
Age
|
|
Director Since
|
|
Occupation
|
Janet Davidson
|
|
63
|
|
2019
|
|
Former EVP, Quality & Customer Care of Alcatel Lucent
|
Andres R. Gluski
|
|
62
|
|
2011
|
|
President and CEO of AES
|
Tarun Khanna
|
|
53
|
|
2009
|
|
Jorge Paulo Lemann Professor, Harvard Business School
|
Holly K. Koeppel
|
|
61
|
|
2015
|
|
Former Managing Director and Head of Corsair Infrastructure Management
|
Julia M. Laulis
|
|
57
|
|
-
|
|
President and CEO of Cable One, Inc.
|
James H. Miller
|
|
71
|
|
2013
|
|
Former Chairman of PPL Corporation
|
Alain Monié
|
|
69
|
|
2017
|
|
CEO of Ingram Micro Inc.
|
John B. Morse, Jr.
|
|
73
|
|
2008
|
|
Former SVP, Finance and CFO of The Washington Post Company
|
Moises Naim
|
|
67
|
|
2013
|
|
Distinguished Fellow, Carnegie Endowment for International Peace
|
Jeffrey W. Ubben
|
|
58
|
|
2018
|
|
Founder and Chairman of ValueAct Capital; Portfolio Manager, ValueAct Spring Fund
|
The Board Recommends a Vote FOR the Election of Each of the Ten Directors Nominees Named Above
|
|
|
The Board Recommends a Vote FOR the Ratification of the Appointment of EY as the Independent Auditors of the Company for Fiscal Year 2020
|
|
•
|
Stockholders are provided the right to approve Charter amendments by Delaware law.
|
•
|
Stockholders have the unfettered ability to amend our By-Laws under the Company’s governance documents and Delaware law.
|
•
|
The Board’s unilateral ability to amend our By-Laws without Stockholder approval, coupled with Stockholders’ separate unilateral right to amend our By-Laws, promotes the best interests of AES and our Stockholders.
|
•
|
Requiring a Stockholder vote for any By-Law or Charter amendment would impose an unnecessary administrative burden and expense on AES.
|
•
|
We have a robust Stockholder engagement program that encourages our Stockholders to express their views to us at any time.
|
|
•
|
The Company’s corporate governance policies and procedures reflect best practices and ensure that the Board is held accountable to our Stockholders.
|
|
•
|
Adopting By-Law amendments providing Stockholders with the right to call a special meeting;
|
•
|
Adopting By-Law amendments providing for proxy access;
|
•
|
Issuing a Climate Scenario Report adopting the recommendations issued by the Task Force on Climate-related Financial Disclosures; and
|
•
|
Engaging in Stockholder outreach through in-person and teleconference meetings as described, for 2019, in 2019 Stockholder Engagement Program on page 8 of this Proxy Statement.
|
|
|
|
•
|
Where to send Stockholder proposals. Any Stockholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) must comply with the requirements of Rule 14a-8 of the Exchange Act and be submitted in writing by notice delivered to the Office of the Corporate Secretary, located at The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203.
|
•
|
Deadline for Stockholder proposals. Stockholder proposals submitted pursuant to Rule 14a-8 must be received at our principal executive offices at least 120 days before the anniversary of the mailing of the prior year’s proxy material (i.e., by November 6, 2020), unless the date of our 2021 Annual Meeting is changed by more than 30 days from April 23, 2021 (the one-year anniversary date of the 2020 Annual Meeting), in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials.
|
•
|
Information to include in Stockholder proposals. Stockholder proposals must conform to and set forth the specific information required by Rule 14a-8 of the Exchange Act.
|
•
|
Stockholder nomination of Directors. As described in Section 9.01 of our By-Laws, nominations of persons eligible for election to the Board may be made at any annual meeting of Stockholders or at any special meeting of Stockholders called for the purpose of electing Directors by any Stockholder of record at the time of giving of the notice and who
|
|
•
|
Timing for notice (other than proxy access procedures). The written notice required with respect to any nomination (including the completed and signed questionnaire, representation and agreement discussed below) must be given, either by personal delivery or by United States mail, postage prepaid, to the Office of the Corporate Secretary at the address set forth above (a) with respect to an election to be held at an annual meeting of Stockholders, generally not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (as described above) and (b) with respect to an election to be held at a special meeting of Stockholders for the election of Directors (other than a Stockholder Requested Special Meeting, as such term is defined in the By-Laws), the close of business (as defined in the By-Laws) on the seventh day following the earlier of (i) the date on which notice of such meeting is first given to Stockholders and (ii) the date on which a public announcement (as defined in Section 2.15(D) of the Company’s By-Laws) of such meeting is first made. In no event shall an adjournment, recess or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a Stockholder’s notice.
|
•
|
Deadline for notice. The Stockholder notice must be delivered to the Office of the Corporate Secretary not later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the preceding year’s annual meeting (no earlier than November 24, 2020 an no later than December 24, 2020 for the 2021 Annual Meeting). In the event the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was held in the preceding year, the Stockholder Notice must be so delivered not earlier than the close of business on the 150th day prior to such annual meeting and not later than the close of business on the later of the 120th day prior to such annual meeting, or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting for which notice has been given or with respect to which there has been a public announcement of the date of the meeting, commence a new time period (or extend any time period) for the giving of the Stockholder notice as described above.
|
•
|
Other conditions. The ability to include proxy access nominees in the Company’s proxy materials is subject to a number of other requirements, conditions and limitations that are set forth in the By-Laws.
|
|
•
|
Internet - Go to www.envisionreports.com/aes. Click “Cast Your Vote or Request Materials”
|
•
|
Phone - Call Computershare at (866) 641-4278
|
•
|
Email - Send an email to investorvote@computershare.com with “Proxy Materials The AES Corporation” in the subject line. Include your full name and address, plus your 16-digit control number, and state that you want a paper copy of the Annual Meeting materials.
|
1 Year Indianapolis Power and L... (PK) Chart |
1 Month Indianapolis Power and L... (PK) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions