AMERICAN ELECTRIC POWER INC (AEP)
Sector: Utilities
2026 Annual Meeting Analysis
AMERICAN ELECTRIC POWER INC · Meeting: April 28, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
AEP's 3-year total return of 52.9% outperforms the peer median by +7.9pp, well below the 65pp threshold needed to trigger a vote against; no overboarding, attendance, or independence concerns apply to this executive director.
AEP outperforms its peer median over 3 years by +7.9pp, far short of the 65pp underperformance threshold; Fowke holds no outside public company board seats, attendance is above 90%, and he is independent.
No TSR underperformance trigger fires (AEP is +7.9pp above peer median); Garcia serves on three other public company boards (ABM Industries, Elanco, Raymond James), which is within the four-board limit; he is a CPA and qualified audit committee chair.
No TSR underperformance trigger fires; Lin has been a director since 2012 and brings relevant industrial and governance experience; she serves on two other public company boards, within the four-board limit, and attendance exceeds 90%.
No TSR underperformance trigger fires; McCarthy serves on three other public company boards (Alignment Healthcare, First American Financial, Marriott International), within the four-board limit; she brings relevant technology and cybersecurity expertise.
No TSR underperformance trigger fires; Roberts holds one other public company board seat (AdvanSix), well within the limit; he brings relevant industrial operations and safety expertise.
Sauvage joined the board in April 2025, making his tenure under 24 months and exempting him from the TSR trigger; he brings deep utility-sector finance and capital markets expertise.
Stoddard joined in August 2023, giving him just over 2 years of tenure; no TSR underperformance trigger fires (AEP is +7.9pp above peer median); he holds no other public company board seats and brings critical nuclear expertise.
No TSR underperformance trigger fires; Tucker holds one other public company board seat (Service Corporation International), within the limit; she serves as Lead Director and brings government and HR experience.
No TSR underperformance trigger fires; Von Thaer is a sitting CEO (Battelle Memorial Institute) and holds one outside public company board seat (KBR, Inc.), which is within the one outside board limit for sitting CEOs; he brings relevant technology and R&D expertise.
All ten director nominees receive a FOR vote. AEP's 3-year total return of 52.9% outperforms its company-disclosed peer group median by +7.9 percentage points, far below the 65pp underperformance threshold required to trigger votes against directors given the company's strong positive absolute returns. No director exceeds the board seat limits, attendance is above 90% across the slate, and the board is 90% independent with appropriate financial expertise on the audit committee.
Say on Pay
✓ FORCEO
William J. Fehrman
Total Comp
$36,601,524
Prior Support
96%%
AEP received 96% shareholder support on last year's say-on-pay vote, reflecting broad shareholder approval of the compensation structure. The pay program is well-designed: 75% of long-term incentive awards are performance-based stock awards tied to 3-year relative total shareholder return and cumulative earnings per share, and 25% are time-vesting restricted stock units, meaning the majority of executive pay is genuinely at risk based on company outcomes. AEP's stock delivered a 29% total shareholder return in 2025, leading the regulated electric utility sector, and the company's 3-year and 5-year returns of 52.9% and 80.2% outperform the peer group median, supporting the conclusion that above-benchmark incentive pay was earned through strong shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
9 yrs
Audit Fees
$13,523,126
Non-Audit Fees
$467,025
PwC has served as AEP's auditor since 2017 (approximately 9 years), well below the 25-year tenure threshold. Non-audit fees of $467,025 represent only about 3.5% of audit fees of $13,523,126, far below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of AEP's size and complexity.
Overall Assessment
AEP's 2026 annual meeting ballot is straightforward with no significant governance concerns. The director slate earns unanimous support given strong 3-year and 5-year stock performance that outpaces the company's own peer group, the auditor ratification is clean with minimal non-audit fees and a short tenure, and the say-on-pay program is well-structured with performance-based pay that has delivered strong shareholder returns.
Compensation Peer Group
25 companies disclosed in 2026 proxy filing