AMERICAN ELECTRIC POWER CO INC
For the period ended Apr 29, 2025. Filed Mar 13, 2025.
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Apr 29, 2025 · Filed Mar 13, 2025
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain measures of the financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis beginning on page 48.
| SummaryCompensationTable Total forPEO (1) · CompensationActually Paidto PEO (2) · AverageSummaryCompensationTable Total forNon-PEO NEOs (3) · AverageCompensationActually Paidto Non-PEONEOs (4) · Value of Initial Fixed $100 Investment Based on: · Net Income (millions) (7) · Operating Earnings Per Share (8) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · TotalShareholderReturn (5) · Peer Group TotalShareholderReturn (6) | ||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2024 Fehrman | $13,257,022 | $11,673,362 | $3,481,271 | $3,891,405 | $116.91 | $145.23 | $2,975.80 | $5.618 |
| 2024 Fowke | $11,330,019 | $12,771,417 | $3,481,271 | $3,891,405 | $116.91 | $145.23 | $2,975.80 | $5.618 |
| 2024 Sloat | $2,921,283 | $(1,503,017) | $3,481,271 | $3,891,405 | $116.91 | $145.23 | $2,975.80 | $5.618 |
| 2023 | $10,633,745 | $7,505,424 | $3,234,865 | $54,738 | $98.94 | $117.67 | $2,212.6 | $5.251 |
| 2022 | $16,375,508 | $21,518,114 | $3,069,010 | $3,245,587 | $111.14 | $126.63 | $2,305.6 | $5.090 |
| 2021 | $15,051,215 | $18,719,493 | $3,372,510 | $2,978,593 | $100.69 | $123.78 | $2,488.1 | $4.741 |
| 2020 | $15,503,434 | $10,547,820 | $3,975,937 | $2,724,914 | $90.97 | $103.13 | $2,196.7 | $4.435 |
(1)“PEO” means Principal Executive Officer, who for 2024 was William J. Fehrman from August 1, 2024 through December 31, 2024; Benjamin Fowke from February 26, 2024 through July 31, 2024; and Julia A. Sloat from January 1, 2024 through February 25, 2024. Julia A. Sloat was AEP’s PEO for all of 2023 and Nicholas K. Akins was AEP’s PEO for all of 2022, 2021 and 2020. The dollar amounts reported in column (b) are the amounts of total compensation reported for the applicable PEO for the corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to the SCT in the proxy statement for each year for further information.
(2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” or “CAP” for Mr. Fehrman, Mr. Fowke, Ms. Sloat, or Mr. Akins, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Fehrman, Mr. Fowke, Ms. Sloat or Mr. Akins during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Fehrman, Mr. Fowke, Ms. Sloat’s and Mr. Akins’ Total Compensation shown in the SCT for the applicable year to calculate “CAP”:
| Reported Summary Compensation Table Total · Reported Stock Awards (A) · Equity Award Adjustments (B) · Reported Change in Pension Value (C) · Pension Benefit Adjustments (D) · Compensation Actually Paid to PEO | ||||||
|---|---|---|---|---|---|---|
| Year | ||||||
| 2024 Fehrman | $13,257,022 | $(9,469,144) | $7,885,484 | $— | $— | $11,673,362 |
| 2024 Fowke | $11,330,019 | $(8,060,780) | $9,502,178 | $— | $— | $12,771,417 |
| 2024 Sloat | $2,921,283 | $— | $(4,365,060) | $(140,257) | $81,017 | $(1,503,017) |
| 2023 | $10,633,745 | $(8,321,524) | $5,324,782 | $(210,263) | $78,683 | $7,505,424 |
| 2022 | $16,375,508 | $(10,824,690) | $15,998,849 | $(204,063) | $172,510 | $21,518,114 |
| 2021 | $15,051,215 | $(9,976,149) | $13,937,070 | $(461,732) | $169,089 | $18,719,493 |
| 2020 | $15,503,434 | $(9,615,116) | $5,206,246 | $(698,612) | $151,867 | $10,547,820 |
(A)This column reflects the total grant date fair value of equity awards reported in the “Stock Awards” column in the SCT for the applicable year for Mr. Fehrman, Mr. Fowke, and Ms. Sloat for 2024, Ms. Sloat for 2023 and Mr. Akins for 2022, 2021, and 2020. Neither Mr. Fehrman, Mr. Fowke, Ms. Sloat, nor Mr. Akins received any stock option awards in the years shown.
(B)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:
i. The year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
ii. The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
iii. For awards that are granted and vest in the same applicable year, which was the case for 2024 awards for Mr. Fowke but not for any of the AEP’s other PEOs for any year, the fair value as of the vesting date;
iv. For awards granted in prior years that had all applicable vesting conditions satisfied in the applicable year, the change in fair value as of the vesting date (from the end of the prior fiscal year);
v. For awards granted in prior years that are determined to permanently not meet the applicable vesting conditions during the applicable year, which was the case for 2024 awards for Ms. Sloat and for Mr. Akins for 2023, a deduction equal to the fair value at the end of the prior fiscal year; and
vi. The dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year, of which there were none for any of AEP’s PEOs for any year.
The valuation methodology used to determine valuation assumptions and calculate fair values for the TSR portion of the Company’s performance units is consistent with those previously disclosed for the calculation of grant date values and was calculated in accordance with FASB ASC Topic 718 by an independent third party. See Note 15 to the Consolidated Financial Statements included in our Form 10-K for the applicable year for a discussion of the relevant assumptions used in calculating the grant date fair values of equity awards. Performance measures, other than TSR, in the Company’s performance shares were valued using target scores as of the grant date, the Company’s projected score for each measure for valuation dates within the performance period, and the actual score for vested awards. These scores were multiplied by the closing share price of AEP common stock on the vesting date or at year-end, as applicable, and by the number of shares or units then outstanding associated with the weight assigned to each performance measure, including shares or units due to dividend credits.
The prorated portion of performance shares that vest due to the elimination of an executive’s position and separation from AEP service as the result of a consolidation, reorganization, restructuring or downsizing, or under circumstances that give rise to Executive Severance Plan Benefits are treated as unvested until the end of the performance period for the purpose of calculating “CAP”. The unrestricted but not yet payable shares granted to Mr. Akins in 2023 were also treated as unvested shares for that year. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year End Fair Value of Equity Awards Granted in Year Shown · Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards · Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year · Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year · Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year · Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation · Total Equity Award Adjustments | |||||||
|---|---|---|---|---|---|---|---|
| Year | |||||||
| 2024 Fehrman | $7,885,484 | $— | $— | $— | $— | $— | $7,885,484 |
| 2024 Fowke | $— | $— | $9,502,178 | $— | $— | $— | $9,502,178 |
| 2024 Sloat | $— | $685 | $— | $311,912 | $(4,677,657) | $— | $(4,365,060) |
| 2023 | $6,788,470 | $(872,237) | $— | $(591,451) | $— | $— | $5,324,782 |
| 2022 | $14,002,330 | $1,846,351 | $— | $150,168 | $— | $— | $15,998,849 |
| 2021 | $12,066,172 | $371,547 | $— | $1,499,351 | $— | $— | $13,937,070 |
| 2020 | $7,977,798 | $(1,451,439) | $— | $(1,320,113) | $— | $— | $5,206,246 |
(C)The amounts included in this column are the Change in Pension Value amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the applicable year. Neither Mr. Fehrman nor Mr. Fowke was eligible to participate in AEP's pension plan during 2024. None of AEP's PEOs received preferential or above-market earnings on deferred compensation for any of the years shown.
(D)The total pension benefit adjustment for each applicable year includes the aggregate of two components: (i) the actuarially determined service cost for services rendered by AEP's PEOs during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), of which there were none. In each case, the adjustments are calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:
| Year / Plan | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments |
|---|---|---|---|
| 2024 - Fehrman | $— | $— | $— |
| 2024 - Fowke | $— | $— | $— |
| 2024 - Sloat | $— | $— | $— |
| AEP Retirement Plan | $46,247 | $— | $46,247 |
| AEP Supplemental Benefit Plan | $94,010 | $— | $94,010 |
| 2024 Total | $140,257 | $— | $140,257 |
| AEP Retirement Plan | $14,385 | $— | $14,385 |
| AEP Supplemental Benefit Plan | $64,298 | $— | $64,298 |
| 2023 Total | $78,683 | $— | $78,683 |
| AEP Retirement Plan | $23,676 | $— | $23,676 |
| CSW Executive Retirement Plan | $148,834 | $— | $148,834 |
| 2022 Total | $172,510 | $— | $172,510 |
| AEP Retirement Plan | $23,999 | $— | $23,999 |
| CSW Executive Retirement Plan | $145,090 | $— | $145,090 |
| 2021 Total | $169,089 | $— | $169,089 |
| AEP Retirement Plan | $22,979 | $— | $22,979 |
| CSW Executive Retirement Plan | $128,888 | $— | $128,888 |
| 2020 Total | $151,867 | $— | $151,867 |
(3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group, excluding AEP's PEOs, for the applicable year, in the “Total” column of the SCT in the applicable year. Refer to the SCT in the proxy statement for each year for further information. The names of each of AEP's Non-PEO NEOs (i.e., excluding Mr. Fehrman, Mr. Fowke, and Ms. Sloat for 2024, Ms. Sloat for 2023, and Mr. Akins for 2020-2022) included for purposes of calculating the average amounts in each applicable year are as follows:
2024: Charles E. Zebula, Greg B. Hall, David M. Feinberg, Therace M. Risch
2023: Charles E. Zebula, David M. Feinberg, Christian T. Beam, Peggy I. Simmons, Nicholas K. Akins, and Ann P. Kelly
2022: Julia A. Sloat, Ann P. Kelly, David M. Feinberg, Charles E. Zebula, Paul Chodak III, and Lisa M. Barton
2021: Julia A. Sloat, Lisa M. Barton, David M. Feinberg, Charles E. Zebula, Brian X. Tierney, and Mark C. McCullough
2020: Brian X. Tierney, Lisa M. Barton, David M. Feinberg, and Lana L. Hillebrand
(4)The dollar amounts reported in column (e) represent the average amount of “CAP” for the NEOs as a group, excluding AEP's PEOs for the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group, excluding AEP's PEOs for the applicable year, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group, excluding AEP's PEOs for the applicable year, for each year to determine the “CAP”, using the same methodology described above in Note 2:
| Average Reported Summary Compensation Table Total for Non-PEO NEOs · Average Reported Value of Stock Awards · Average Equity Award Adjustments (A) · Average ReportedChange in Pension Value · Average Pension Benefit Adjustments (B) · Average Compensation Actually Paid “CAP” to Non-PEO NEOs | ||||||
|---|---|---|---|---|---|---|
| Year | ||||||
| 2024 | $3,481,271 | $2,071,328 | $2,546,522 | $134,680 | $69,620 | $3,891,405 |
| 2023 | $3,234,865 | $(1,825,263) | $(1,218,452) | $(211,962) | $75,549 | $54,738 |
| 2022 | $3,069,010 | $(1,896,237) | $2,019,809 | $(2,514) | $55,520 | $3,245,587 |
| 2021 | $3,372,510 | $(1,903,587) | $1,517,671 | $(63,057) | $55,056 | $2,978,593 |
| 2020 | $3,975,937 | $(1,745,503) | $709,360 | $(278,008) | $63,130 | $2,724,914 |
(A)The amounts deducted or added in calculating the total average equity award adjustments for non-PEO NEOs are as follows:
| Year | Average Year End Fair Value of Equity Award | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments |
|---|---|---|---|---|---|---|---|
| 2024 | $2,164,155 | $40,313 | $— | $342,054 | $— | $— | $2,546,522 |
| 2023 | $1,354,725 | $(554,215) | $14,510 | $(750,710) | $(1,282,762) | $— | $(1,218,452) |
| 2022 | $1,916,756 | $222,215 | $28,346 | $36,593 | $(184,101) | $— | $2,019,809 |
| 2021 | $1,487,311 | $48,144 | $215,087 | $222,189 | $(455,060) | $— | $1,517,671 |
| 2020 | $1,344,554 | $(357,232) | $125,000 | $(278,587) | $(124,375) | $— | $709,360 |
(B)The amounts deducted or added in calculating the total pension benefit adjustments for non-PEO NEOs are as follows:
| Year / Plan | Average Service Cost | Average Prior Service Cost | Average Total Pension Benefit Adjustments |
|---|---|---|---|
| AEP Retirement Plan | $20,343 | $— | $20,343 |
| AEP Supplement Benefit Plan | $49,277 | $— | $49,277 |
| 2024 Total | $69,620 | $— | $69,620 |
| AEP Retirement Plan | $18,505 | $— | $18,505 |
| AEP Supplement Benefit Plan | $57,044 | $— | $57,044 |
| 2023 Total | $75,549 | $— | $75,549 |
| AEP Retirement Plan | $15,227 | $— | $15,227 |
| AEP Supplement Benefit Plan | $40,293 | $— | $40,293 |
| 2022 Total | $55,520 | $— | $55,520 |
| AEP Retirement Plan | $12,220 | $— | $12,220 |
| AEP Supplement Benefit Plan | $42,836 | $— | $42,836 |
| 2021 Total | $55,056 | $— | $55,056 |
| AEP Retirement Plan | $14,110 | $— | $14,110 |
| AEP Supplement Benefit Plan | $49,020 | $— | $49,020 |
| 2020 Total | $63,130 | $— | $63,130 |
(5)Total shareholder return (TSR) reflects the value at the end of the year shown of $100 invested in the Company’s common stock at the closing market price on the last trading day immediately prior to the first year shown. This provides a cumulative TSR value that incorporates both the appreciation or depreciation of the Company’s stock price and the value of dividends, which are assumed to have been reinvested in additional AEP shares. TSR for this purpose was calculated and provided by Bloomberg L.P. as of December 31, 2024. Past performance is not a guarantee of future results.
(6)Represents the market-capitalization weighted average TSR of the S&P Electric Utilities (SP833) that was also used for the stock performance graph required by Item 201(e) of Regulation S-K in our Annual Report for the year ended December 31, 2024. This is an index of peer companies provided by S&P Dow Jones Indices LLC for which the TSR was calculated and provided by Bloomberg L.P. as of December 31, 2024.
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)Operating earnings per share is a non-GAAP financial measure. Exhibit A to the proxy statement for the corresponding year contains a full reconciliation of GAAP earnings per share to non-GAAP operating earnings per share for that year. For purposes of Item 402(v) of Regulation S-K, the Company has determined that operating earnings per share is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link “CAP” of the Company’s NEOs to Company performance for the most recent three fiscal years. This performance measure may not have been the most important financial performance measure for 2020 or 2021, and the Company may determine a different financial performance measure to be the most important financial performance measure in future years.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.