Board Fact Sheet
|Board of Director Information as of April 25, 2023|
|Size of Board||13|
|Average Age of Directors||63|
|Number of Independent Directors||11|
|Separate Chairman & CEO||Yes|
|Independent Audit Committee||Yes|
|Number of Financial Experts on the Audit Committee||6|
|Independent Compensation Committee||Yes|
|Independent Corporate Governance Committee||Yes|
|Number of Scheduled Board Meetings||At Least 6|
|Annual Board Elections||Yes|
|Corporate Governance Guidelines Approved
by the Board
|Outside Directors Hold Meetings Without Management Present||Yes|
|Annual Board Self-Evaluation Required||Yes|
|Annual Review of Independence of Board||Yes|
|Key Committee Self Evaluations Required||Yes|
|Charters for Audit, Corporate Governance, Executive, Finance, Human Resources, Nuclear Oversight, Policy and Technology Committees||Yes|
|Board Orientation/Education Program||Yes|
|Code of Ethics||Yes|
|Proxy Access and Universal Proxy for Director Nominations||Yes|
|Annual Shareholder Outreach Program||Yes|
|Directors Elected by the Vote of a Majority of Votes Cast in Uncontested Election||Yes|
|Director Stock Ownership and Holding Requirements||Yes|
|Executive Stock Ownership and Holding Requirements||Yes|
|Charter Poison Pill||No|
Frequently Asked Questions
- How do I contact members of the Board of Directors?
You can contact any of our directors, including our lead director, by writing to them c/o American Electric Power Company, Inc., Attention: AEP Non-Management Directors, P.O. Box 163609, Columbus, Ohio 43216.
- Does the Board of Directors have an outside lead director?
Sara Martinez Tucker is our Lead Director. The Lead Director reviews the schedule of Board and Committee meetings and the agenda for each Board meeting and requests changes as they deem appropriate. The Lead Director chairs and has the authority to call and schedule Executive Sessions.
- What does AEP look for when nominating a new director?
In evaluating candidates for Board membership, the Committee on Directors and Corporate Governance reviews each candidate’s biographical information and assesses each candidate’s skills and expertise based on a variety of factors. See Criteria for Evaluating Directors for a discussion on the specific traits and experience that the Directors and Corporate Governance Committee considers when evaluating candidates for initial nomination as directors.
- Will the Board consider individuals that shareholders suggest as potential directors?
If you would like to suggest an individual, you must submit a notice which must include your name, address, number of shares you own, the name, age, business address, residence address and principal occupation of the individual and the number of shares beneficially owned by the individual. It must also include all the information required in AEP’s Policy on Consideration of Candidates for Director Recommended by Shareholders (PDF). Our Secretary will initially gather relevant information on the individual and forward the information to the Committee on Directors and Corporate Governance. If requested by the Committee, our Secretary will do an initial interview of the individual.
- Do the outside members of the Board meet in executive session without any members of management?
Yes. The non-employee members of the Board meet in executive session at each Board meeting, without any members of AEP management present. The lead director chairs these sessions.
- Are most of your directors independent?
As of April 26, 2022, 11 of 12 directors are independent.
- Has AEP adopted formal principles of corporate governance?
Yes. Information on our Board of Directors and governance practices can be found in our Principles of Corporate Governance (PDF).
- Do Officers and Directors at AEP abide by a code of business conduct and ethics?
All our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer abide by our Principles of Business Conduct (PDF: 2.68MB), to ensure that our business is conducted in a consistently legal and ethical manner.
The members of our Board of Directors are required to comply with the Code of Business Conduct and Ethics for Members of the Board of Directors (PDF) (the Code). The Code covers all areas of professional conduct relating to service on the AEP Board, including conflicts of interest, unfair or unethical use of corporate opportunities, strict maintenance of confidential information and compliance with all applicable laws and regulations.
- How often does the Board meet?
The Board has at least six regularly scheduled meetings each year. One of these meetings is a 2-day meeting that focuses on strategic planning. Most of the meetings are held in Columbus, Ohio and generally at least one of the meetings is typically held at another location within the AEP System, which gives the directors an opportunity to increase their exposure to our business operations and local management.
- Does the Board have an orientation program for new directors?
Yes. The Company conducts a formal orientation program for all new directors, which includes meetings with each of our executive officers. The directors are also provided numerous written materials about our industry and our company.
- Does the Board conduct any ongoing outreach with shareholders?
The Board's Committee on Directors and Corporate Governance is responsible for overseeing the Company's shareholder engagement process. Our Lead Director plays a central role in our Board's shareholder engagement efforts. Each year, our management team contacts the Company's 25 largest shareholders and offers to engage with these investors. Our Lead Director and members of management have discussions with interested shareholders on a variety of corporate governance issues. Views of these shareholders are shared with the Board's Committee on Directors and Corporate Governance.