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
Summary Compensation Table
The following table provides summary information concerning compensation earned by our Chief Executive Officer, our former Chief Financial Officer; the three other most highly compensated executive officers; our former Interim President and Chief Executive Officer; and our former Chair of the Board, President, and Chief Executive Officer. We refer collectively to this group as the named executive officers (NEOs).
| Name and PrincipalPosition | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards($)(3) | Non-EquityIncentivePlanCompensation($)(4) | Change inPension Value and NonqualifiedDeferredCompensationEarnings($)(5) | All OtherCompensation($)(6) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| William J. Fehrman | ||||||||
| President and Chief Executive Officer | 2024 | 628,846 | 2,000,000 | 9,469,144 | 1,100,000 | — | 59,032 | 13,257,022 |
| Charles E. Zebula | ||||||||
| Executive Vice President and Chief Financial Officer | 2024 | 724,327 | — | 2,250,000 | 605,840 | 177,002 | 85,564 | 3,842,733 |
| 2023 | 639,625 | — | 2,852,248 | 240,500 | 181,438 | 73,170 | 3,986,981 | |
| 2022 | 593,000 | — | 1,407,162 | 705,000 | — | 67,856 | 2,773,018 | |
| Greg B. Hall | ||||||||
| Executive Vice President and Chief Commercial Officer | 2024 | 575,491 | — | 2,600,000 | 485,416 | 167,640 | 70,977 | 3,899,524 |
| 2023 | 557,000 | — | 1,144,209 | 210,000 | 181,285 | 71,825 | 2,164,319 | |
| 2022 | 523,731 | — | 974,264 | 710,000 | — | 57,463 | 2,265,458 | |
| David M. Feinberg | ||||||||
| Executive Vice President, General Counsel and Secretary | 2024 | 771,628 | — | 1,827,648 | 447,448 | 132,958 | 77,057 | 3,256,739 |
| 2023 | 746,000 | — | 1,560,286 | 263,500 | 151,597 | 109,767 | 2,831,150 | |
| 2022 | 714,000 | — | 1,623,710 | 805,000 | — | 63,163 | 3,205,873 | |
| Therace M. Risch | ||||||||
| Executive Vice President, Chief Information and Technology Officer | 2024 | 684,906 | — | 1,607,665 | 536,999 | 61,118 | 35,400 | 2,926,088 |
| 2023 | 659,000 | — | 1,040,190 | 286,000 | 73,307 | 31,389 | 2,089,886 | |
| 2022 | 639,000 | — | 1,082,438 | 710,000 | 53,340 | 27,850 | 2,512,628 | |
| Ben Fowke | ||||||||
| Former Interim President and Chief Executive Officer | 2024 | 1,058,462 | — | 8,060,780 | 2,000,000 | — | 210,777 | 11,330,019 |
| Julia A. Sloat | ||||||||
| Former Chair of the Board, President and Chief Executive Officer | 2024 | 327,692 | — | — | — | 140,257 | 2,454,334 | 2,922,283 |
| 2023 | 1,200,000 | — | 8,321,524 | 787,503 | 210,263 | 114,455 | 10,633,745 | |
| 2022 | 779,769 | — | 3,948,384 | 1,010,000 | — | 77,810 | 5,815,963 | |
(1)Amounts in the salary column are composed of executive salaries earned for the year shown, which include 262 days of pay for 2024, due to 2 additional workdays in 2024, compared to a standard year. 2022 and 2023 each included 260 days of pay (paid workdays and holidays).
(2)The amount in the bonus column for Mr. Fehrman reflects a negotiated hire bonus to be paid in 2024 following his hire as President and Chief Executive Officer on August 1.
(3)The amounts reported in this column reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 of the performance shares, restricted stock units (RSUs) and unrestricted shares granted under our Long-Term Incentive Plan. See Note 15 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. The number of shares realized and the value of the performance shares, if any, will depend on the Company’s performance during a 3-year performance period. The potential payout can range from 0 percent to 200 percent of the target number of performance shares, plus any dividend equivalents. The value of the performance shares will be based on three measures: a Board approved cumulative operating earnings per share measure (Cumulative EPS 50%), a total shareholder return relative to peer companies (Relative TSR 40%) and a measure of generation capacity additions that maintain reliability through the clean energy transition (Maintaining Reliability 10%). The grant date fair value of the performance shares that are based on Cumulative EPS was computed in accordance with FASB ASC Topic 718 and was measured based on the closing price of
AEP’s common stock on the grant date. The maximum amount payable for the 2024 performance shares that are based on Cumulative EPS measured on the grant date is $3,500,000 for Mr. Fehrman, 825,000 for Mr. Hall, 1,237,500 for Mr. Feinberg, and $750,000 for Ms. Risch. The maximum amount payable for the 2024 performance shares that are based on Maintaining Reliability is $700,000 for Mr. Fehrman, $165,000 for Mr. Hall, $247,500 for Mr. Feinberg, and $150,000 for Ms. Risch. The grant date fair value of the 2024 performance shares that are based on Relative TSR is calculated using a Monte-Carlo model as of the date of grant, in accordance with FASB ASC Topic 718. Because the performance shares that are based on Relative TSR are subject to market conditions as defined under FASB ASC Topic 718, they did not have a maximum value on the grant date that differed from the grant date fair values presented in the table. Instead, the maximum value is factored into the calculation of the grant date fair value. The values realized from the 2022-2024 performance shares are included in the Option Exercises and Stock Vested for 2024 table.
(4)The amounts shown in this column reflect annual incentive compensation paid for the year shown.
(5)The amounts shown in this column are attributable to the increase in the actuarial values of each of the named executive officer’s combined benefits under AEP’s qualified and non-qualified defined benefit pension plans determined using interest rate and mortality assumptions consistent with those used in the Company’s financial statements. See the Pension Benefits for 2024 table and related footnotes for additional information. See Note 8 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions. None of the named executive officers received preferential or above-market earnings on deferred compensation.
(6)Amounts shown in the All Other Compensation column for 2024 include: (a) Company matching contributions to the Company’s Retirement Savings Plan, (b) Company matching contributions to the Company’s Supplemental Retirement Savings Plan, (c) relocation, (d) perquisites, (e) vacation payout (f) severance benefits, and (g) director fees. Ms. Sloat’s severance benefits, including amounts already paid, are subject to her compliance with the terms of a Severance, Release of All Claims and Noncompetition Agreement, which includes an agreement not to compete with the Company for two years. The value of each item included in 2024 All Other Compensation column is listed in the following table:
| Type | William J. Fehrman (7) | Charles E.Zebula | Greg B. Hall | David M.Feinberg | Therace M. Risch | Ben Fowke (7) | Julia A. Sloat |
|---|---|---|---|---|---|---|---|
| Retirement Savings Plan Match | $15,006 | $15,525 | $15,525 | $15,525 | $15,525 | $15,525 | $15,525 |
| Supplemental Retirement Savings Plan Match | 10,956 | 27,620 | 19,607 | 30,766 | — | 24,092 | 35,697 |
| Relocation | 21,559 | — | — | — | — | — | — |
| Perquisites | 555 | 14,799 | 16,238 | — | 19,875 | 20,632 | 21,223 |
| Vacation Payout | — | — | — | — | — | 69,231 | 19,038 |
| Severance | — | — | — | — | — | — | 2,326,154 |
| Director Fees | — | — | — | — | — | 57,205 | — |
| Total | $48,076 | $57,944 | $51,370 | $46,291 | $35,400 | $186,685 | $2,417,637 |
(7)Mr. Fehrman and Mr. Fowke were not employed by the Company prior to August 1 and February 26, 2024, respectively. Mr. Fowke was an outside director both prior to and after his service to the Company as Interim President and CEO.
Perquisites provided in 2024 included: financial counseling and tax preparation services and, for Board members (Mr. Fehrman, Mr. Fowke and Ms. Sloat) an allocated share of a group premium for directors' travel accident insurance. Executive officers may also have the occasional personal use of event tickets when such tickets are not being used for business purposes, however, there is no associated incremental cost. From time to time, executive officers may receive customary gifts from third parties that sponsor events (subject to our policies on conflicts of interest).
Provided Ms. Sloat complies with the terms of a Severance, Noncompetition and Release of All Claims Agreement, she will be entitled to $5,760,000 in cash severance benefits and up to $15,650 in outplacement services in connection with her 2024 separation from AEP employment, $2,326,154 of which was paid to her in 2024.
Mr. Fehrman and, prior to their separations from AEP service, Mr. Fowke and Ms. Sloat were parties to Aircraft Time Sharing Agreements with the Company that allowed them to use our corporate aircraft for personal use. Neither Mr. Fowke nor Ms. Sloat used aircraft under these agreements in 2024. As required under these Aircraft Time Sharing Agreements, Mr. Fehrman reimbursed the Company for the full incremental cost of his personal use under his Aircraft Time Sharing Agreement (but not the fixed cost) calculated in accordance with federal aviation regulations associated with reimbursement for flight expenses to non-commercial aircraft operators. Accordingly, no value is shown for these amounts in the Summary
Compensation Table. If the aircraft flew empty to pick up or after dropping off Mr. Fehrman at a destination on a personal flight, the cost of the empty flight was included in the incremental cost for which Mr. Fehrman reimbursed the Company. Mr. Fehrman's spouse also accompanied him on the corporate aircraft being used for business travel, but there was no incremental cost to AEP for those trips.
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