8-K/ALeadership Changes

AMERICAN ELECTRIC POWER CO INC 8-K/A Report, Executive Changes (Dec 8, 2022)

Filed December 8, 2022For Securities:AEP

Summary

This 8-K/A filing from American Electric Power Co. Inc. (AEP) amends a previous filing to disclose details regarding executive compensation in connection with planned management changes. The key update concerns the compensation arrangements for Julia A. Sloat, who will transition from President and CFO to CEO effective January 1, 2023, and Nicholas K. Akins, who will move from CEO to Executive Chair of the Board effective the same date. Investors should note the specific salary, annual incentive targets, and long-term incentive (LTI) grants for both Ms. Sloat and Mr. Akins. Ms. Sloat's compensation includes a $1.2 million base salary, a 140% annual incentive target, and an $8 million annual LTI grant (75% performance shares, 25% RSUs). Mr. Akins, in his new role, will receive a $1.15 million base salary, a 135% annual incentive target, and a $2 million RSU grant with no vesting conditions, payable over three years.

Key Highlights

  • 1Julia A. Sloat appointed President and CEO effective January 1, 2023.
  • 2Nicholas K. Akins to transition from CEO to Executive Chair of the Board effective January 1, 2023.
  • 3Ms. Sloat's annual base salary as CEO will be $1,200,000.
  • 4Ms. Sloat's target annual incentive compensation is 140% of base salary.
  • 5Ms. Sloat will receive an annual Long-Term Incentive (LTI) grant valued at $8,000,000, composed of 75% performance shares and 25% RSUs.
  • 6Mr. Akins' annual base salary as Executive Chair will be $1,150,000.
  • 7Mr. Akins will receive a $2,000,000 RSU grant under the LTI plan, with no vesting conditions, to be paid in three equal installments starting in February 2024.

Frequently Asked Questions

Effective January 1, 2023, Julia A. Sloat will become the Chief Executive Officer (CEO) and President, taking over from Nicholas K. Akins, who will transition to the role of Executive Chair of the Board. Mr. Akins previously resigned as President on August 10, 2022, and will resign as CEO at the end of 2022.

Ms. Sloat's compensation includes an annual base salary of $1,200,000. Her target under the annual incentive compensation plan is 140% of her base salary. Additionally, she will receive an annual long-term incentive (LTI) grant with a face value of $8,000,000, comprising 75% performance shares and 25% restricted stock units (RSUs).

Mr. Akins will receive an annual base salary of $1,150,000 as Executive Chair. His target under the annual incentive compensation plan is 135% of his base salary. He will also receive a grant of $2,000,000 in RSUs under the Company's LTI plan. These RSUs are not subject to vesting conditions and will be paid in AEP shares in three equal installments on February 21 of 2024, 2025, and 2026.

This filing primarily details the compensation adjustments for the incoming CEO and outgoing CEO/incoming Executive Chair. It confirms that Ms. Sloat's LTI awards will be a mix of performance shares and RSUs consistent with past practices, and Mr. Akins will receive RSUs with no vesting conditions, which represents a specific form of compensation for his transitional role.