8-KLeadership Changes

AMERICAN ELECTRIC POWER CO INC 8-K Report, Executive Changes (Dec 19, 2025)

Filed December 19, 2025For Securities:AEP

Summary

American Electric Power Company, Inc. (AEP) announced on December 18, 2025, a special equity award granted to its Chair, President, and CEO, William J. Fehrman. This award is designed as a retention strategy and to further align executive compensation with the company's performance. The initiative underscores AEP's commitment to retaining key leadership talent and incentivizing long-term value creation for shareholders. The special award consists of two components: $10 million in performance shares and $5 million in restricted stock units, both vesting on December 31, 2030. The performance shares are contingent on Mr. Fehrman's continued employment through the vesting date and are tied to AEP's relative total shareholder return (rTSR) compared to a peer group over five years. The vesting of the restricted stock units is solely dependent on continued employment.

Key Highlights

  • 1AEP granted a special equity award to CEO William J. Fehrman as a retention and performance alignment strategy.
  • 2The award includes $10 million in performance shares and $5 million in restricted stock units.
  • 3Both components of the award have a vesting date of December 31, 2030.
  • 4Performance shares are tied to AEP's relative total shareholder return (rTSR) against a peer group over a five-year period.
  • 5The performance metric for the shares ranges from 0% to 200% based on rTSR percentile ranking.
  • 6Vesting for both awards is contingent upon Mr. Fehrman's continuous employment with AEP through December 31, 2030.

Frequently Asked Questions

The special equity award to William J. Fehrman serves a dual purpose: to act as a retention incentive, ensuring continuity in leadership, and to align his compensation more closely with AEP's long-term performance as measured by total shareholder return.

The award comprises two main parts: $10 million in performance shares, the vesting of which depends on both continued employment and AEP's relative total shareholder return compared to its peers over five years, and $5 million in restricted stock units, which vest solely based on continued employment.

Both the performance shares and the restricted stock units granted to Mr. Fehrman are scheduled to vest on December 31, 2030, provided he remains continuously employed by AEP through that date.

The vesting of the $10 million in performance shares is contingent on AEP's average relative total shareholder return (rTSR) compared to a defined peer group over the five years leading up to December 31, 2030. The number of shares that vest can range from 0% to 200% of the target award, based on AEP's rTSR performance falling between the 20th and 80th percentiles of its peer group.