Why was Mr. Zebula granted these RSUs instead of a standard incentive award?

The RSU grant is a strategic move to retain Mr. Zebula as CFO during a period of leadership transition, particularly with an expected delay in appointing a permanent CEO and subsequently a replacement CFO. The award provides compensation flexibility and market competitiveness to keep him in his role.

What are the vesting conditions for the $2,250,000 RSU grant?

A significant portion of the grant ($1,500,000) vests on December 31, 2025, or earlier upon retirement with CEO approval, change of control, or death. An additional $750,000 is subject to monthly vesting from July to December 2025, provided Mr. Zebula remains employed by AEP on those dates.

When will Mr. Zebula receive the value of the vested RSUs?

The payment for any vested RSUs will occur shortly after the first of two events: either Mr. Zebula's employment termination or December 31, 2025.

Does this indicate any immediate plans for Mr. Zebula to leave AEP?

The filing does not indicate immediate departure plans. Instead, the award is designed to incentivize his continued employment through a period of transition, suggesting AEP wants to retain his expertise until a successor is in place or through the end of 2025.

AEP 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed April 26, 2024. Cited figures are marked; the original filing is the authoritative source.

This 8-K filing from American Electric Power Company, Inc. (AEP) details a significant compensation award to its Executive Vice President and Chief Financial Officer, Charles E.

Zebula. On April 22, 2024, the Human Resources Committee granted Mr. Zebula restricted stock units (RSUs) valued at $2,250,000^a. This award is intended as a replacement for his standard 2025 annual long-term incentive award.

02—Key points

Key Highlights

CFO Charles E. Zebula received a restricted stock unit (RSU) grant valued at $2,250,000.
The RSU grant replaces the standard 2025 annual long-term incentive award.
The award is designed to provide retention and compensation flexibility during the search for a new CEO and subsequent CFO.
$1,500,000 of the RSUs will vest on December 31, 2025, or upon specific triggering events.
Additional RSUs totaling $750,000 ($125,000 per month) will vest monthly from July 2025 to December 2025, contingent on continued employment.
Vesting acceleration is possible upon retirement with CEO approval, change of control, or death.
Payment of vested RSUs will occur shortly after the earlier of Mr. Zebula's termination or December 31, 2025.

03—Questions

Frequently Asked Questions

Why was Mr. Zebula granted these RSUs instead of a standard incentive award?
The RSU grant is a strategic move to retain Mr. Zebula as CFO during a period of leadership transition, particularly with an expected delay in appointing a permanent CEO and subsequently a replacement CFO. The award provides compensation flexibility and market competitiveness to keep him in his role.
What are the vesting conditions for the $2,250,000 RSU grant?
A significant portion of the grant ($1,500,000) vests on December 31, 2025, or earlier upon retirement with CEO approval, change of control, or death. An additional $750,000 is subject to monthly vesting from July to December 2025, provided Mr. Zebula remains employed by AEP on those dates.
When will Mr. Zebula receive the value of the vested RSUs?
The payment for any vested RSUs will occur shortly after the first of two events: either Mr. Zebula's employment termination or December 31, 2025.
Does this indicate any immediate plans for Mr. Zebula to leave AEP?
The filing does not indicate immediate departure plans. Instead, the award is designed to incentivize his continued employment through a period of transition, suggesting AEP wants to retain his expertise until a successor is in place or through the end of 2025.

04—Continue

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