DEF 14A of American Electric Power Co Inc, Mar 13, 2024

DEF 14A of American Electric Power Co Inc

Filed Mar 13, 2024 · FY20230000004904-24-000023

Open on EDGAR

  1. Item 1. Election of Directors

    Item 1. Election of Directors Currently, AEP's Board of Directors consists of 13 members. In accordance with AEP's retirement policy, Mr. Beasley will end his service as a member of the Board effective on the date of the Annual Meeting. Therefore, the Board of Directors has authorized a reduction in the size of the Board to 12 members, effective April 23, 2024, as permitted by the Bylaws. Accordingly, twelve directors are to be elected at the 2024 Annual Meeting to hold office until the next annual meeting and until their successors have been elected. AEP’s Bylaws provide that the number of directors of AEP shall be such number, not less than 9 nor more than 17, as shall be determined from time to time by resolution of the Board. Ten of the twelve nominees were nominated by the Board on the recommendation of the Committee on Directors and Corporate Governance (the Corporate Governance Committee) following an individual evaluation of each nominee’s qualifications and 2023 performance. Mr. Gary and Mr. Linginfelter were elected by the Board, effective February 12, 2024, and were nominated pursuant to a Director Appointment and Nomination Agreement (Nomination Agreement) described below in “Director Nomination Agreement” and “Certain Relationships and Related Person Transactions” and following an evaluation of their respective qualifications. The proxies named on the proxy card or their substitutes will vote for the Board’s nominees, unless instructed otherwise. Mr. Oliver G. Richard, III resigned from the Board on August 17, 2023 and Nicholas K. Akins resigned from the Board effective October 1, 2023, in each case due to personal reasons and not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. On February 20, 2024, the Board determined to remove Julia A. Sloat from her roles as Chair, Chief Executive Officer and President of the Company, effective February 25, 2024. All of the Board’s nominees were elected by the shareholders at the 2023 annual meeting, except for Messrs. Stoddard, Gary and Linginfelter. Mr. Stoddard was elected to the Board effective August 18, 2023 following input from a director search firm, which was paid a fee to identify and evaluate potential Board members. Messrs. Gary and Linginfelter were elected to the Board pursuant to the Nomination Agreement. In connection with their election to the Board, Messrs. Stoddard, Gary and Linginfelter were interviewed by certain members of the Corporate Governance Committee, which also reviewed their respective qualifications and recommended their elections to the full Board. We do not expect any of the nominees will be unable to stand for election or be unable to serve if elected. If a vacancy in the slate of nominees occurs before the meeting, the proxies may be voted for another person nominated by the Board or the number of directors may be reduced accordingly. The Board of Directors unanimously recommends a vote FOR each of the director nominees below. Biographical Information. The following brief biographies of the nominees include their principal occupations, ages on the date of this proxy statement, accounts of their business experience and names of certain companies of which they are directors. Data with respect to the number of shares of AEP’s common stock and stock-based units beneficially owned by each of them appears on page 93.

  2. Nominees For Director

    Nominees For Director

  3. Nominees For Director

    | Ben Fowke | Interim CEO and President | Current Public Company Directorships: | | | American Electric Power Company, Inc. | None | | | Age: 65 | Prior Public Company Directorships | | | Director Since: February 2022 | (within last five years): | | | Independent: No | • Xcel Energy Inc. (2011 - 2021) | | | AEP Committees: | Other Directorships and Memberships: | | | • Executive | • Energy Insurance Mutual Limited (Director) | | | • Finance (Chair) | •Securian Financial Group, Inc. (Director) | | | • Policy | |

  4. Nominees For Director

    Elected Interim Chief Executive Officer and President of the Company in February 2024. Retired chairman of the board of directors of Xcel Energy Inc., a utility holding company (Xcel) (August 2011-December 2021), and retired chief executive officer of Xcel (August 2011 – August 2021). Mr. Fowke served as president of Xcel (August 2011 – March 2020), chief operating officer of Xcel (August 2009- August 2011) and chief financial officer of Xcel (October 2003 – August 2009). Mr. Fowke also served as chief executive officer of Xcel’s utility subsidiaries Northern States Power Company, Public Service Company of Colorado and Southwestern Public Service Co. (January 2015 – August 2021). Mr. Fowke’s qualifications to serve on the Board include his executive experience in the regulated electric and gas utility industry and his experience as a public company director. Having served as a chief financial officer, he has a strong background in finance, financial reporting and shareholder outreach. Mr. Fowke also has experience in environmental issues, operations and the energy business. His extensive experience in the utility industry provides valuable insight into the risks we face and provides unique insight into effective management of those risks to deliver strong results over the long term. His involvement in the utility industry also provides significant expertise on regulatory and policy issues that are central to our business.

  5. Nominees For Director

    | Art A. Garcia | Retired Executive Vice President and CFO, | Current Public Company Directorships: | | | Ryder System, Inc. | • ABM Industries Incorporated | | | | • Elanco Animal Health Incorporated | | | Age: 62 | • Raymond James Financial, Inc. | | | Director Since: September 2019 | | | | Independent: Yes | Prior Public Company Directorships | | | | (within the last five years): | | | AEP Committees: | None | | | • Audit (Chair) | | | | • Finance | | | | • Governance | | | | • Policy | |

  6. Nominees For Director

    Retired chief financial officer of Ryder System, Inc., a provider of fleet management, supply chain management and logistic solutions (2010-2019). Senior Vice President and Controller of Ryder (2005-2009). Mr. Garcia is a certified public accountant who began his career with Coopers & Lybrand before joining Ryder. Mr. Garcia’s qualifications to serve on the Board include his corporate finance and accounting expertise as a chief financial officer and his experience as a public company director. While at Ryder, Mr. Garcia held several positions of increasing responsibility, including group director accounting services, as well as senior vice president and corporate controller before his appointment as chief financial officer. Mr. Garcia also oversaw corporate strategy and development, and led the reengineering of the company’s finance function to drive increased efficiencies. His extensive finance expertise provides valuable insight in the areas of financial reporting and accounting and controls. He also brings to the Board relevant experience in risk management, regulated industries, safety and strategy development.

  7. Nominees For Director

    | Hunter C. Gary | Senior Managing Director, | Current Public Company Directorships: | | | Icahn Enterprises L.P. | • Conduent Inc. | | | | • CVR Energy, Inc. | | | Age: 49 | | | | Director Since: February 2024 | Prior Public Company Directorships | | | Independent: Yes | (within last five years): | | | | • CVR Partners, LP (2018 - 2021) | | | AEP Committees: | • CVR Refining, LP (2018 - 2019) | | | • Audit | • Herc Holdings, Inc. (2022 - 2023) | | | • Policy | • Herbalife Nutrition Ltd. (2014 - 2021) | | | • Technology | | | | | Other Directorships and Memberships: | | | | • Various Icahn Group Holdings |

  8. Nominees For Director

    Mr. Gary is a Senior Managing Director of Icahn Enterprises L.P. (IEP), a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, metals, real estate, and home fashion, and has been employed by IEP since November 2010. Prior to that time, Mr. Gary had been employed by Icahn Associates Corporation, an affiliate of IEP, in various roles since June 2003, most recently as the Chief Operating Officer of Icahn Sourcing LLC. Mr. Gary was selected for his position as a director pursuant to the terms of the Nomination Agreement with the Icahn Group. Mr. Gary’s qualifications to serve on the Board include significant operational expertise and experience providing strategic advice and guidance gained from his positions with IEP. He also brings experience as a director and in operational roles at other public and private companies.

  9. Nominees For Director

    | Linda A. Goodspeed | Retired Managing Partner, | Current Public Company Directorships: | | | Wealth Strategies Financial Advisors, LLC | • Autozone, Inc. | | | | • Darling Ingredients Inc. | | | Age: 62 | | | | Director Since: October 2005 | Prior Public Company Directorships | | | Independent: Yes | (within last five years): | | | | • Williams Industrial Services Group Inc. (2021 - 2023) | | | AEP Committees: | | | | • Audit | Other Directorships and Memberships: | | | • Nuclear Oversight | • Lynx Franchising, LLC (Director) | | | • Policy | • MidOcean Partners (Director) | | | • Technology (Chair) | |

  10. Nominees For Director

    Retired managing partner of Wealth Strategies Financial Advisors, LLC (2008-2017). Retired senior vice president and chief information officer of The ServiceMaster Company, a residential and commercial service company (2011-2013). From 2008 to 2011, vice president of information systems of Nissan North America, Inc., an automobile manufacturer. Ms. Goodspeed's qualifications to serve on the Board include her information technology expertise as a chief information officer and her experience as a public company director. Ms. Goodspeed has experience in key strategic and operational roles with several large global companies as chief information officer. Ms. Goodspeed brings to the Board a wealth of experience leading complex IT organizations and brings innovation experience. She has completed the National Association of Corporate Directors certification in cybersecurity oversight. She has experience as a senior leader of business developing electric vehicles, and past experience developing and marketing new customer facing products and technology in the appliance and automotive industries.

  11. Nominees For Director

    | Donna A. James | Managing Director | Current Public Company Directorships: | | | Lardon & Associates LLC | • The Hartford Financial Services Group, Inc. | | | | • Victoria's Secret & Co. | | | Age: 66 | | | | Director Since: June 2022 | Prior Public Company Directorships | | | Independent: Yes | (within last five years): | | | | • Marathon (2011 - 2020) | | | AEP Committees: | • L Brands (2003 - 2021) | | | • Audit | • Boston Scientific Corporation (2015 - 2023) | | | • Finance | | | | • Policy | Other Directorships and Memberships: | | | | • Xponance Investment Management (Director) | | | | • OhioHealth (Director) | | | | • The African American Leadership Academy | | | | (Advisory Board Director & Co-Executive Director) |

  12. Nominees For Director

    Managing Director of Lardon & Associates LLC (2006-present), a business and executive advisory services firm. Held multiple positions at Nationwide Mutual Insurance Company from 1981 to 2006, and is the retired president of Nationwide Strategic Investments and executive vice president-chief administrative officer of Nationwide Mutual Insurance Company (2000-2006). Ms. James is a certified public accountant (non-practicing) and began her career as an auditor with Coopers & Lybrand LLP. Ms. James' qualifications to serve on the Board include her extensive senior executive employment in a range of functions, including accounting, investing, operations, treasury, human resources, and corporate diversity and related issues. Ms. James also brings experience of serving as a director on several large public company boards, including on the audit, finance, governance and human resources committees.

  13. Nominees For Director

    | Sandra Beach Lin | Retired CEO, | Current Public Company Directorships: | | | Calisolar, Inc. | • Avient Corporation | | | | • Trinseo Plc | | | Age: 66 | | | | Director Since: July 2012 | Prior Public Company Directorships | | | Independent: Yes | (within last five years): | | | | • WESCO International, Inc. (2002 - 2019) | | | AEP Committees: | | | | • Audit | Other Directorships and Memberships: | | | • Executive | • Ripple Therapeutics Corporation (Director) | | | • Governance (Chair) | • Achievement Foundation (Director) | | | • Policy | • Paradigm for Parity (Director) | | | • Technology | |

  14. Nominees For Director

    Retired chief executive officer of Calisolar, Inc., a solar silicon company (2010-2011). Executive vice president, then corporate executive vice president of Celanese Corporation, a global hybrid chemical company (2007-2010). Previous senior operating roles at Avery Dennison, Alcoa and Honeywell. Member, Nominating and Corporate Governance Committee Chair Advisory Council of the National Association of Corporate Directors. Ms. Lin’s qualifications to serve on the Board include her extensive senior executive experience managing large global businesses in multiple industries and her experience as a public company director. Ms. Lin has served as a senior executive in operational roles at numerous industrial manufacturing sites, which gave her significant experience in employee safety and manufacturing. In her senior leadership positions, she created and executed strategies in diverse industries, including automotive, packaging, specialty chemicals and solar energy. She also has extensive knowledge of sales and marketing. In her executive leadership as the chief executive officer of a materials supplier to the solar industry, she helped bring to market new, innovative technology to reduce costs to solar cell manufacturers. Her service as a board leadership fellow for the National Association of Corporate Directors has given her additional expertise related to corporate governance.

  15. Nominees For Director

    | Henry P. Linginfelter | Retired Executive Vice President, | Current Public Company Directorships: | | | Southern Company Gas | • Southwest Gas Holdings, Inc. | | | | Prior Public Company Directorships | | | Age: 63 | (within last five years): | | | Director Since: February 2024 | None | | | Independent: Yes | | | | | Other Directorships and Memberships: | | | AEP Committees: | • Southwest Gas Corporation | | | • Finance | | | | • Nuclear Oversight | | | | • Policy | |

  16. Nominees For Director

    Mr. Linginfelter is the retired Executive Vice President of Southern Company Gas, the largest gas utility in the United States. He also served on the board of The Southern Company’s captive insurance business, which assessed and mitigated risk and liability issues across the corporation. Mr. Linginfelter is the former Chair of the Southern Gas Association and served on the American Gas Association Leadership Council for several years. Mr. Linginfelter was selected for his position as a director pursuant to the terms of the Nomination Agreement with the Icahn Group. Mr. Linginfelter’s qualifications to serve on the Board include his extensive experience while at Southern Company with operations, safety, construction and engineering, supply chain, environmental compliance, corporate planning and budgeting, financial planning, risk oversight, customer service, and federal and state regulatory and legislative affairs.

  17. Nominees For Director

    | Margaret M. McCarthy | Retired Executive Vice President - | Current Public Company Directorships: | | | Technology Integration, | • Alignment Healthcare | | | CVS Health Corporation | • First American Financial Corporation | | | | • Marriott International Inc. | | | Age: 70 | | | | Director Since: April 2019 | Prior Public Company Directorships | | | Independent: Yes | (within last five years): | | | | • Brighthouse Financial, Inc. (2018 - 2021) | | | AEP Committees: | | | | • Audit | | | | • Nuclear Oversight | | | | • Policy (Chair) | | | | • Technology | |

  18. Nominees For Director

    Retired Executive Vice President – Technology Integration of CVS Health Corporation, a U.S.-based healthcare company (December 2018 to June 2019). Executive vice president of operations and technology for Aetna, Inc., a diversified health care benefits company (2010 – 2018). Prior to joining Aetna in 2003, she served in information technology-related roles at CIGNA Healthcare and Catholic Health Initiatives. Ms. McCarthy’s qualifications to serve on the Board include her extensive senior executive experience in the healthcare industry and her experience as public company director. Ms. McCarthy was responsible for innovation, technology, data security, procurement, real estate and service operations at Aetna. Ms. McCarthy also worked in technology consulting at Accenture and was a consulting partner at Ernst & Young. She was previously a director of a data center and cloud security company. She has extensive experience in the regulated insurance industry, business strategy, customer experience and cyber and physical security.

  19. Nominees For Director

    | Daryl Roberts | Senior Vice President and Chief | Current Public Company Directorships: | | | Operations and Engineering Officer, | None | | | DuPont de Nemours Inc. | | | | | Prior Public Company Directorships | | | Age: 55 | (within last five years): | | | Director Since: December 2020 | None | | | Independent: Yes | | | | | Other Directorships and Memberships: | | | AEP Committees: | • American Institute of Chemical Engineers (Director) | | | • Audit | • National Action Council for Minorities in Engineering | | | • Nuclear Oversight | (Director) | | | • Policy | | | | • Technology | |

  20. Nominees For Director

    Senior Vice President and Chief Operations and Engineering Officer of DuPont de Nemours Inc., a diversified global specialty chemicals company since 2018. From 2015-2018, Vice President, Manufacturing, Engineering and Regulatory Services and from 2012-2015 Senior Director, Manufacturing and Regulatory Services of Arkema S.A. From 1998-2012, he served in various manufacturing, health and safety, operations and engineering positions at Arkema S.A. Mr. Roberts' qualifications to serve on the Board include his service as a senior executive in the global manufacturing industry. He also brings to the Board relevant experience in engineering, manufacturing, operations, regulatory and health and safety. Through his roles in the manufacturing industry, he also has experience managing compliance, regulatory and public policy matters.

  21. Nominees For Director

    | Daniel G. Stoddard | Retired Senior Vice President and Chief | Current Public Company Directorships: | | | Nuclear Officer and President - | None | | | Contracted Assets | | | | Dominion Energy Inc. | Prior Public Company Directorships | | | | (within last five years): | | | Age: 61 | None | | | Director Since: August 2023 | | | | Independent: Yes | | | | AEP Committees: | | | | • Nuclear Oversight | | | | • Policy | |

  22. Nominees For Director

    Retired senior vice president and chief nuclear officer of Dominion Energy, Inc., a utility holding company (Dominion) (2016 – August 2023) and retired president-contracted assets of Dominion (2019 – August 2023). Mr. Stoddard also served as senior vice president-nuclear operations of Dominion (2011 – 2016), and vice president-nuclear operations of Dominion (2010 – 2011). Mr. Stoddard’s qualifications to serve on the Board include his nuclear expertise as the chief nuclear officer of Dominion where he oversaw the operations of Dominion’s seven nuclear units in three states, and his experience managing renewables facilities as president of Dominion’s contracted assets business where he oversaw more than 50 contracted solar generating facilities in nine states. Mr. Stoddard brings to the Board decades of experience in the nuclear and utility industries, including high level executive management and business oversight experience. He has substantial experience working with federal government administrators, which provides valuable insights in governmental and regulatory issues. His extensive experience in operations provides insights in risk management, safety, personnel development, and environmental matters. His experience in the nuclear industry also provides him substantial experience in physical security and cybersecurity.

  23. Nominees For Director

    | Sara Martinez Tucker | Chair | Current Public Company Directorships: | | | American Electric Power Company, Inc. | • Service Corporation International | | | Age: 68 | Prior Public Company Directorships | | | Director Since: January 2009 | (within last five years): | | | Independent: Yes | • Cornerstone OnDemand, Inc. (2021) | | | | • Sprint Corporation (2013 - 2020) | | | AEP Committees: | • Xerox Corporation (2011 - 2019) | | | • Executive | | | | • Governance | Other Directorships and Memberships: | | | • Human Resources (Chair) | • Achieve Partners (Unpaid advisory Board) | | | • Policy | • Guild (Unpaid advisory Board) |

  24. Nominees For Director

    Elected Chair of the Board of the Company in February 2024. Former Chief Executive Officer of the National Math and Science Initiative from February 2013 to March 2015. From 2009 to February 2013, independent consultant. Former Under Secretary of Education in the U.S. Department of Education (2006-2008). Chief executive officer and president of the Hispanic Scholarship Fund from 1997 to 2006. Retired executive of AT&T. Ms. Tucker’s qualifications to serve on the Board include her experience in governmental affairs in the highly regulated telecommunications industry and as the Under Secretary of Education, her management positions in human resources and customer service operations, and her experience as a public company director. Her leadership positions in government and education provide perspective on social responsibility and diversity. Ms. Tucker brings to the Board relevant expertise from her various leadership positions in government and education and her business experience at AT&T in regulatory affairs, government and public policy matters. As an executive at AT&T, she had experience in consumer and retail businesses and human resources.

  25. Nominees For Director

    | Lewis Von Thaer | President and Chief Executive Officer, | Current Public Company Directorships: | | | Battelle Memorial Institute | None | | | | Prior Public Company Directorships | | | Age: 63 | (within last five years): | | | Director Since: February 2022 | None | | | Independent: Yes | | | | | Other Directorships and Memberships: | | | AEP Committees: | • Ambri, Inc. (Board Member) | | | • Human Resources | • AmplifyBio (Board Chair) | | | • Nuclear Oversight | • Hughes Research Laboratories, LLC (Advisory Board) | | | • Policy | | | | • Technology | |

  26. Nominees For Director

    President and chief executive officer of Battelle Memorial Institute, the world’s largest independent research and development organization, since October 2017. Mr. Von Thaer served as chief executive officer of DynCorp International (June 2015 – October 2017), executive vice president and president of the National Security Sector of Leidos, Inc. (2013 – 2015) and corporate vice president of General Dynamics Corporation and president of its Advanced Information Systems division (2005 –2013). Mr. Von Thaer’s qualifications to serve on the Board include his technology expertise as the chief executive officer of Battelle and his experience as a director of Pacific Northwest National Laboratory and UT-Battelle (the operator of Oak Ridge National Laboratory). Mr. Von Thaer brings to the Board decades of employment in the global manufacturing and research industries, including high level executive management and business oversight experience. He has substantial experience working with federal government administrators, which provides valuable insights in governmental, regulatory and public policy issues. His extensive experience in management and operations provides insights in risk management, safety and health, personnel development and environmental matters. As a former Bell Laboratories engineer and a member of the defense science board from 2010 - 2012, Mr. Von Thaer also brings significant engineering experience.

  27. AEP’s Board of Directors and Committees

    AEP’s Board of Directors and Committees Under New York law, AEP is managed under the direction of the Board of Directors. The Board establishes broad corporate policies and authorizes various types of transactions, but it is not involved in day-to-day operational details. During 2023, the Board held six regular meetings in person, and one regular meeting and one special meeting by videoconference. AEP typically encourages, but does not require, members of the Board to attend the annual shareholders’ meeting. Last year, all directors attended the annual meeting virtually. One member of our Corporate Governance Committee, Ms. Lin, is a member of The National Association of Corporate Directors’ (NACD) Nominating and Governance Chair Advisory Council, a group that seeks to identify ways that board nominating and governance committees can help build investor confidence in publicly traded companies. Ms. Lin is also an NACD Board Leadership Fellow. Leadership Updates. On February 26, 2024, the Company announced that the Board determined to remove Ms. Sloat from her roles as Chair, Chief Executive Officer and President of the Company, effective February 25, 2024. This decision was not the result of any disagreement with Ms. Sloat regarding the Company’s operations, policies, or financial performance, and was not made for cause or related to any ethical or compliance concern. For continuity while the Board searches for a permanent Chief Executive Officer, the Board appointed Ms. Tucker as Chair of the Board and Mr. Fowke as Interim Chief Executive Officer and President of the Company, effective February 26, 2024. The Board has engaged a leading executive search firm to conduct an external search for a permanent CEO. The Board is seeking candidates who will bring strong leadership to the Company to further its strategic vision for long-term, sustainable growth. The process will be undertaken in accordance with programs and practices established by the Board for Chief Executive Officer for succession planning. Board Meetings and Committees. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee meetings. Directors are also expected to become familiar with AEP’s management team and operations as a basis for discharging their oversight responsibilities. The Board has eight standing committees. The table below shows the number of meetings conducted in 2023 by each committee and the directors who currently serve on these committees. Each director attended 92 percent or more of the meetings of the Board and Board committees on which he or she served during 2023, and the average director attendance in 2023 was 99.3 percent. Mr. Stoddard was appointed to the Nuclear Oversight Committee and Policy Committee in August 2023. Mr. Gary was appointed to the Audit, Technology and Policy Committees and Mr. Linginfelter was appointed to the Finance, Nuclear and Policy Committees in February 2024.

  28. AEP’s Board of Directors and Committees

    | DIRECTOR | BOARD COMMITTEES | | | | | | | | | | Audit | Directors and Corporate Governance | Executive | Finance | Human Resources | Nuclear Oversight | Policy | Technology | | Mr. Beasley | | | | | X | X (Chair) | X | X | | Mr. Fowke | | | X | X (Chair) | | | X | | | Mr. Garcia | X (Chair) | X | | X | | | X | | | Mr. Gary | X | | | | | | X | X | | Ms. Goodspeed | X | | | | | X | X | X (Chair) | | Ms. James | X | | | X | | | X | | | Ms. Lin | X | X (Chair) | X | | | | X | X | | Mr. Linginfelter | | | | X | | X | X | | | Ms. McCarthy | X | | | | | X | X (Chair) | X | | Mr. Roberts | X | | | | | X | X | X | | Mr. Stoddard | | | | | | X | X | | | Ms. Tucker | | X | X (Chair) | | X (Chair) | | X | | | Mr. Von Thaer | | | | | X | X | X | X | | 2023 Meetings | 8 | 5 | 0 | 4 | 7 | 4 | 3 | 4 |

  29. AEP’s Board of Directors and Committees

    The functions of the committees are described below. The committee charters provide a more detailed discussion of the purposes, duties and responsibilities of the committees. The charters for each of our standing committees can be found on our website at www.aep.com/investors/governance. The Committee on Directors and Corporate Governance (the Corporate Governance Committee) is responsible for: 1.Recommending the size of the Board within the limits imposed by the Bylaws. 2.Recommending selection criteria for nominees for election or appointment to the Board. 3.Conducting independent searches for qualified nominees and screening the qualifications of candidates recommended by others. 4.Recommending to the Board nominees for appointment to fill vacancies on the Board as they occur and the slate of nominees for election at the annual meeting. 5.Reviewing and making recommendations to the Board with respect to compensation of directors and corporate governance. 6.Recommending members to serve on committees and chairs of the committees of the Board. 7.Reviewing the independence and possible conflicts of interest of directors and executive officers. 8.Overseeing the AEP Corporate Compliance Program. 9.Overseeing the annual evaluation of the Board of Directors. 10.Overseeing the annual evaluation of individual directors. 11.Monitoring AEP’s Related Person Transaction Approval Policy. 12.Overseeing AEP’s Corporate Sustainability Report which includes information on sustainability, responsible business practices and governance matters and material concerning political contributions. Consistent with the rules of NASDAQ and the SEC and our Director Independence Standards, all members of the Corporate Governance Committee are independent. The Human Resources Committee (the HR Committee) annually reviews and approves AEP’s executive compensation in the context of the performance of management and the Company. None of the members of the HR Committee is or has been an officer or employee of the Company or any of its subsidiaries. In addition, each of the current members of the HR Committee has been determined to be independent by the Board in accordance with NASDAQ and SEC rules applicable for board and committee service and our Director Independence Standards. Each member is also a “non-employee director” as defined in SEC Rule 16b-3 under the Exchange Act. The HR Committee also reviews the Compensation, Discussion and Analysis section of this proxy statement, and recommends that it be included in the Company’s Annual Report on Form 10-K. For a more complete description of the HR Committee’s responsibilities, see the Human Resources Committee Report on page 64. The Audit Committee is responsible for, among other things, the appointment of the independent registered public accounting firm (independent auditor) for the Company; reviewing with the independent auditor the plan and scope of the audit and approving audit fees; monitoring the adequacy of financial reporting and internal control over financial reporting; and meeting periodically with the internal auditor and the independent auditor. Consistent with the rules of NASDAQ and the SEC and our Director Independence Standards, all members of the Audit Committee are independent. The Board has also determined that Mr. Garcia and Mses. Goodspeed, James, and Lin are “audit committee financial experts” as defined by SEC rules. The Finance Committee monitors and reports to the Board with respect to the capital requirements and financing plans and programs of AEP and its subsidiaries, including reviewing and making recommendations concerning their short and long-term financing plans and programs. The Finance Committee also provides recommendations to the Board on dividend policy, including the declaration and payment of dividends. The Finance Committee also reviews and approves the treasury policies of the Company. The Nuclear Oversight Committee is responsible for overseeing and reporting to the Board with respect to the management and operation of AEP’s nuclear generation. The Policy Committee is responsible for examining AEP’s policies on major public issues affecting the AEP System, including environmental, technology, industry change and other matters. During 2023, the Policy Committee held three meetings that focused on strategic issues for the electric utility industry through 2030, including a discussion on the decarbonization of power generation, grid flexibility and customer resiliency, and climate adaptability; energy sector cybersecurity risks; and the role of nuclear energy in the clean energy transition. The Technology Committee provides review and oversight of AEP’s information technology strategy and investments, including internal and external labor strategy; provides review and oversight of AEP’s framework and programs designed to address risks related to cybersecurity, information technology, and associated operational resiliency; and otherwise provides review and oversight of issues related to setting the information technology and cybersecurity strategy of the Company. The Executive Committee is empowered to exercise all the authority of the Board, subject to certain limitations prescribed in the Bylaws, during the intervals between meetings of the Board.

  30. Corporate Governance

    Corporate Governance AEP maintains a corporate governance page on its website that includes key information about corporate governance initiatives, including AEP’s Principles of Corporate Governance (Principles), AEP’s Principles of Business Conduct, Code of Business Conduct and Ethics for Members of the Board of Directors, Director Independence Standards, and charters for the Audit Committee, the Corporate Governance Committee and the HR Committee. The corporate governance page can be found at www.aep.com/investors/governance. Printed copies of all of these materials also are available without charge upon written request to Investor Relations at: AEP, attention: Investor Relations, 1 Riverside Plaza, Columbus, Ohio 43215. We are committed to strong governance practices that protect the long-term interests of our shareholders. Our governance framework includes the following key governance best practices:

  31. Corporate Governance

    | Governance Highlights | | | | | • | 11 out of 12 director nominees are independent | • | Annual shareholder engagement on governance issues, including sustainability and responsible business practices and strategy with independent Chair (or Lead Director if that role exists) participation | | • | Strong independent Chair | • | Executive sessions of non-management directors at every Board meeting | | • | Annual election of all directors | • | Robust stock ownership guidelines for executive officers and non-employee directors | | • | Majority voting in the election of directors with director resignation policy (plurality standard to apply in contested elections) | • | Risk oversight by full Board and Committees | | • | Annual Board and Committee self-evaluations, including individual Board member evaluations | • | Board and Committees may hire outside advisors independently of management | | • | Audit Committee, HR Committee, and Corporate Governance Committee composed entirely of independent directors | • | Limit on the number of public company directorships Board members may hold (4) | | • | Diverse Board in terms of gender, ethnicity and specific skills and qualifications | • | Proxy access for shareholders |

  32. Directors

    Directors

  33. Shareholder Nominees for Directors

    Shareholder Nominees for Directors The Corporate Governance Committee will consider shareholder recommendations of candidates to be nominated as directors of the Company. All such recommendations must be in writing and submitted in accordance with the procedures described under Shareholder Proposals and Nominations and must include information required in AEP’s Policy on Consideration of Candidates for Director Recommended by Shareholders. A copy of this policy is on our website at www.aep.com/investors/governance. Shareholders’ nominees who comply with these procedures will receive the same consideration that all other nominees receive.

  34. Director Compensation

    Director Compensation Directors who are employees of the Company receive no additional compensation for service as a director other than accidental death insurance coverage. The table below shows the elements and the annual compensation that we paid to our non-employee directors for 2023.

  35. Director Compensation

    | Compensation Element | Amount | | Annual Retainer (1) | $130,000 | | Annual Stock Unit Awards (2) | $170,000 | | Committee Chair Annual Retainers (1): | | | Audit Committee | $25,000 | | Human Resources Committee | $25,000 | | Corporate Governance Committee | $20,000 | | Finance Committee | $20,000 | | Nuclear Oversight Committee | $20,000 | | Technology Committee | $20,000 | | Policy Committee | $5,000 | | Independent Chair (1) | $200,000 | | Lead Director Annual Retainer (1) | $50,000 |

  36. Director Compensation

    (1)Retainer amounts are paid in cash in quarterly installments, unless the director elects to defer such payment under the director retainer deferral plan. (2)Pursuant to the Stock Unit Accumulation Plan for Non-Employee Directors, each non-employee director is awarded $170,000 in AEP stock units or, for directors with more than 60 months of service, shares of an AEP Stock Fund. These AEP stock units or AEP Stock Fund shares are credited to directors quarterly. The number of stock units is calculated by dividing the dollar value of the award amount by the closing price of AEP common stock on the grant date. Amounts equivalent to cash dividends on the AEP stock accrue as additional AEP stock units or credits to the AEP stock fund. a.AEP stock units are paid in AEP shares to each non-employee director after termination of service unless the director has elected to further defer payment. b.AEP Stock Fund balances are paid in cash to each non-employee director after termination of service (as a part of the director's Investment Account tracked through the Stock Unit Accumulation Plan) unless the director has elected to further defer payment. In addition to the payments to our non-employee directors listed above, in September 2023, the Board approved payments to the members of the Demand Review Committee. The Demand Review Committee was formed in May of 2023 to review, monitor and analyze stockholder allegations. The Board approved annual payments in the amount of $20,000 for the Chair and $10,000 for members of the Demand Review Committee, which are to be paid in quarterly installments beginning October 1, 2023. Mr. Roberts is the current Chair of the Demand Review Committee, and Mr. Fowke and Ms. James are the other members of the Demand Review Committee. In addition, in February 2024 the Board approved an annual retainer for the independent Chair in the amount of $200,000. The Corporate Governance Committee’s independent compensation consultant, Meridian, evaluates on an annual basis the competitiveness of the Company’s non-employee director compensation program and the form and amount of each element of that program (annual retainers, equity compensation, committee chair compensation, and independent Chair or Lead Director compensation) in comparison to the companies in the peer group used for executive compensation and to a group of other industrial companies that are comparable in size to AEP. The Board reviews the recommendations of the Corporate Governance Committee and determines the form and amount of Director compensation. At its meeting held in September 2023, the Corporate Governance Committee reviewed and discussed an analysis of non-employee director compensation prepared by Meridian. Meridian’s report reviewed the design and competitiveness of our non-employee director compensation program. In September 2023, upon the recommendation of the Corporate Governance Committee and taking into account comparative data from Meridian, the Board made no changes to director compensation other than as discussed above with respect to the Demand Review Committee. In 2023, the Corporate Governance Committee issued a competitive request for proposals from multiple independent board compensation consultants. After a thorough review of the proposals received, the Corporate Governance Committee chose Meridian as the independent board compensation consultant. We use a combination of cash and AEP stock units to attract and retain qualified candidates to serve on our Board of Directors. In setting director compensation, our Board considers the significant amount of time that directors expend on fulfilling their duties to our Company. Additional amounts are paid to committee chairs in recognition of the substantial responsibilities of the chair. Expenses. Directors are reimbursed for expenses incurred in attending Board, committee and shareholder meetings. Directors are also reimbursed for reasonable expenses associated with other business activities that benefit the Company, including participation in director education programs. Spouses may occasionally join directors on Company aircraft when a director is traveling to or from Board meetings or other business activities. The Company generally provides for, or reimburses the expenses of, the directors and their spouses for attendance at such meetings. Our Directors do not receive any tax gross-ups. Retainer Deferral Plan. The Retainer Deferral Plan for Non-Employee Directors is a non-qualified deferred compensation plan that permits non-employee directors to choose to defer up to 100 percent of their annual cash payments into a variety of investment fund options, all with market-based returns, including an AEP stock fund. The Plan permits the non-employee directors to defer receipt until termination of service or for a period that results in payment commencing not later than five years after termination of service. Insurance. AEP maintains a group travel accident insurance policy to provide a $1,000,000 accidental death benefit for each director, $100,000 for each spouse of a director and $50,000 for all dependent children. The current policy, effective January 1,2023 to January 1, 2026, has a premium of $24,663. Stock Ownership. Non-employee directors are required by our Principles to own AEP common stock or AEP stock units worth five times their annual equity award. This is met within the first five years of a non-employee director’s term by requiring the director to hold the AEP stock units awarded under the Stock Unit Accumulation Plan until termination of service. After five years of service on the Board, non-employee directors receive contributions to an AEP stock fund under the Stock Unit Accumulation Plan. During open trading windows they may subsequently transfer those amounts into other investment fund options, similar to those in the Retainer Deferral Plan. Matching Gifts Program. Directors may participate in our Matching Gifts Program on the same terms as AEP employees. Under the program, AEP will match between $250 and $1,000 per higher education institution each year in charitable contributions from a director.

  37. 2023 Director Compensation Table

    2023 Director Compensation Table The following table presents the compensation provided by the Company in 2023 to our non-employee directors.

  38. 2023 Director Compensation Table

    | Name | Fees Earned Or Paid in Cash ($) | Stock Awards ($) (1)(2) | All Other Compensation ($)(3) | Total ($) | | J. Barnie Beasley, Jr. | 150,000 | 170,000 | 1,632 | 321,632 | | Benjamin G. S. Fowke III | 152,500 | 170,000 | 632 | 323,132 | | Art A. Garcia | 155,000 | 170,000 | 632 | 325,632 | | Linda A. Goodspeed | 150,000 | 170,000 | 632 | 320,632 | | Donna A. James | 132,500 | 170,000 | 632 | 303,132 | | Sandra Beach Lin | 150,000 | 170,000 | 632 | 320,632 | | Margaret M. McCarthy | 135,000 | 170,000 | 632 | 305,632 | | Oliver G. Richard III | 90,000 | 113,333 | 632 | 203,965 | | Daryl Roberts | 135,000 | 170,000 | 632 | 305,632 | | Daniel G. Stoddard | 54,167 | 70,833 | 632 | 125,632 | | Sara M. Tucker | 205,000 | 170,000 | 632 | 375,632 | | Lewis Von Thaer | 130,000 | 170,000 | 632 | 300,632 |

  39. 2023 Director Compensation Table

    (1)The dollar amounts reported represent either the grant date fair value calculated in accordance with FASB ASC Topic 718 of AEP stock units granted under the Stock Unit Accumulation Plan for Non-Employee Directors, without taking into account estimated forfeitures, or the amount credited to the AEP Stock Fund for the more tenured directors. AEP stock units or contributions to the AEP Stock Fund are credited to directors quarterly based on the number of months they served as a director in that quarter. (2)Each non-employee director who served the full year received either 2,060 AEP stock units or AEP Stock Fund contributions of $170,000 in 2023. Due to their service for less than a full year, Messrs. Richard and Stoddard received 1,349 and 900 units respectively in 2023. Directors had the following aggregate number of AEP stock units, including dividend equivalents and stock unit equivalents in the AEP Stock Fund at 2023 year-end, all of which are fully vested: Mr. Beasley 21,812, Mr. Fowke 3775, Mr. Garcia 8,928, Ms. Goodspeed 69,122, Ms. James 3,185, Ms. Lin 32,989, Ms. McCarthy 9,776, Mr. Roberts 6,198, Mr. Stoddard 904, Ms. Tucker 54,011 and Mr. Von Thaer 3,775. (3)The amounts reported in All Other Compensation consists of the (a) Company-paid premium of $632 for accidental death insurance policy and (b) matching gift contributions of $1,000 for Mr. Beasley.

  40. 2023 Earned Annual Incentive Plan Awards

    2023 Earned Annual Incentive Plan Awards With respect to earned awards under the annual incentive plan, the HR Committee approved the following results and pay outcomes: •2023 operating earnings per share of $5.25, which was 4 cents below the midpoint of our operating earnings guidance for the year, produced a score of 72.3 percent of target. •As recommended by senior management, the HR Committee reduced the safety scores to 0% due to two fatal employee work incidents and one fatal contract employee work incident in 2023. •Also as recommended by senior management due to cost management, unfavorable regulatory outcomes and other shortcomings in reaching our financial, operational and strategic objectives, the HR Committee reduced the overall score for annual incentive compensation by 24.2% of target to an overall score of 56.1 percent of target. •As further recommended by senior management, the HR Committee further adjusted the overall annual incentive scores applicable to the organization’s leaders and most other long-term incentive participants to be 10% lower than the scores for other employees.

  41. 2021-2023 Earned Long-Term Performance Awards

    2021-2023 Earned Long-Term Performance Awards With respect to the long-term incentive performance share award, the HR Committee approved the following results and pay outcomes: •Cumulative total shareholder return (TSR) (40 percent weight) of 9.4 percent for the performance period, which placed the Company at the 47th percentile relative to the companies in AEP's Compensation Peer Group and resulted in a score of 90.0 percent of target. •Cumulative operating earnings per share (50 percent weight) of $15.081 for this performance period, which was above target and produced a score of 137.5 percent of target. •Non-emitting generating capacity (10 percent weight) represented 33.85 percent of the Company's total owned and purchased capacity at the end of the performance period, which was below target and produced a score of 13.8 percent of target. •The weighted average score for these factors resulted in a payout of 106.1 percent of target for this performance period.

  42. Opportunity vs. Performance

    Opportunity vs. Performance AEP’s executive compensation program generally targets each named executive officer’s total direct compensation opportunity (base salary, target annual incentive and grant date value of long-term incentives) at the median of AEP’s Compensation Peer Group, which consists of 19 companies that operate in our industry and 7 general industry companies. The ultimate value realized from the annual and long-term incentives are dependent on the Company’s annual and long-term performance.

  43. Compensation Design

    Compensation Design The compensation for our named executive officers includes base salary, annual incentive compensation, and long-term incentive compensation. The Company also provides executive officers with a comprehensive benefits program and limited perquisites. The Company aims to provide a balance of annual and long-term incentive compensation that is consistent with the compensation mix provided by AEP’s Compensation Peer Group. For annual incentive compensation, the HR Committee balances meeting AEP's operating per share target with safety and compliance objectives and strategic initiatives. For 2023 annual incentive compensation, operating earnings per share comprised 60 percent of the overall award opportunity, and the remaining 40 percent weight was tied to safety, compliance and strategic performance objectives. The long-term incentive compensation awarded in 2023 consisted of: 75 percent performance shares with a 3-year performance and vesting period and 25 percent time-vesting restricted stock units (RSUs). The performance shares were tied to: (1)AEP’s total shareholder return relative to a TSR peer group consisting of 25 companies, other than AEP, that operate in our industry (40%); (2)AEP’s 3-year cumulative operating earnings per share relative to a Board-approved target (50%); and (3)Growth in AEP's carbon free generation capacity (10%). The performance shares are subject to a 3-year vesting period from their January 1, 2023 effective date. The RSUs vest in three approximately equal annual tranches on a February 21 cycle following the first, second and third anniversaries of their grant date. As illustrated in the charts below, in 2023, performance-based compensation (target annual incentive compensation and grant date value of performance shares) comprised 71 percent of the target total direct compensation for the CEO and 61 percent of the average target total direct compensation for the other named executive officers (excluding Mr. Akins and Ms. Kelly due to their partial year of employment). An additional 18 percent of the CEO’s target total direct compensation and an additional 13 percent on average of target total direct compensation for the other named executive officers was provided in the form of time-vesting RSUs (grant date value) which are tied to AEP’s stock price.

  44. 2023 Compensation Peer Group

    2023 Compensation Peer Group The HR Committee, supported by Meridian, annually reviews AEP’s executive compensation relative to a peer group of companies that represent the talent markets where we compete to attract and retain executives. In September 2022, the HR Committee added several larger electric utility and general industry companies to the Compensation Peer Group for 2023 to provide more robust compensation data and increase the peer group’s median revenue and market capitalization to closer to that of AEP. This change eliminated the need to use regression analysis to provide size relevant compensation comparisons for the named executive officers. The Companies that were added include the two large electric utilities that were not already included: PG&E, which has now stabilized after emerging from bankruptcy, and Constellation Energy Corporation, which is a recent spin-off from Exelon Corporation. To further reduce the gap between AEP’s revenue and market capitalization and that of the Compensation Peer Group, several large, capital intensive general industry companies with predominantly U.S. revenue were added to the compensation peer group. These general industry companies that were added are: Delta Air Lines, Inc.; General Dynamics Corporation; 3M Company; Northrop Grumman Corporation; WestRock Company; The Sherwin-Williams Company; and Waste Management, Inc. The full Compensation Peer Group for 2023 is shown in the following table:

  45. 2023 Compensation Peer Group

    | 3M Company | General Dynamics Corporation | | CenterPoint Energy, Inc. | NextEra Energy, Inc. | | Consolidated Edison, Inc. | Northrop Grumman Corporation | | Constellation Energy Corporation | PG&E Corporation | | Delta Air Lines, Inc. | PPL Corporation | | Dominion Energy, Inc. | PSEG Incorporated | | DTE Energy Company | Sempra | | Duke Energy Corporation | The AES Corporation | | Edison International | The Sherwin-Williams Company | | Entergy Corporation | The Southern Company | | Eversource Energy | Waste Management, Inc. | | Exelon Corporation | WestRock Company | | FirstEnergy Corp. | Xcel Energy Inc. |

  46. 2023 Compensation Peer Group

    The table below shows that, at the time the Compensation Peer Group data was collected, AEP’s revenue and market capitalization were slightly above the median of the Compensation Peer Group.

  47. 2023 Compensation Peer Group

    | Compensation Peer Group | Revenue(1) ($ million) | Market Cap(1) ($ million) | | 25th Percentile | $12,761 | $22,373 | | 50th Percentile | 17,676 | 33,419 | | 75th Percentile | 21,456 | 66,172 | | AEP | $17,917 | $51,348 | | Percentile Rank | 53rd | 64th |

  48. 2023 Compensation Peer Group

    (1)The HR Committee selected the 2023 Compensation Peer Group in September 2022 based on each company’s trailing 4 quarter revenue and market capitalization as of August 4, 2022, among other factors. The HR Committee did not make any changes to the Compensation Peer Group for 2024.

  49. Annual Market Analysis

    Annual Market Analysis The HR Committee, supported by Meridian, annually reviews an executive compensation study covering each named executive officer position based on compensation survey information for the Compensation Peer Group. This study benchmarks each of our named executive officer’s total direct compensation, and each component of this compensation, against the median components of target compensation for officers serving in similar capacities in the Compensation Peer Group if sufficient data is available.

  50. Annual Incentive Compensation

    Annual Incentive Compensation Target Opportunity. The HR Committee, supported by Meridian, establishes the annual incentive target opportunities for each executive officer based, in part, on market competitive compensation as shown in the annual executive compensation study. Other factors include performance in role and internal equity. For 2023, the HR Committee established the following annual incentive target opportunities: •140 percent of base earnings for the President & Chief Executive Officer (Ms. Sloat) and was not changed when she was appointed the additional responsibility as Board Chair. •135 percent of base earnings for the former Executive Chair (Mr. Akins). •80 percent of base earnings for the EVP Portfolio Optimization and subsequent EVP and Chief Financial Officer roles (Mr. Zebula), the EVP Energy Services (Mr. Beam), the EVP Utilities (Simmons) and the former EVP and Chief Financial Officer (Ms. Kelly). •75 percent of base earnings for the EVP, General Counsel and Secretary (Mr. Feinberg). Performance Metrics. The HR Committee established a balanced scorecard of performance measures for 2023 annual incentive compensation that consisted of 60 percent operating earnings per share and 20 percent safety and compliance and 20 percent strategic initiatives. Specifically, the HR Committee established the following performance measure for 2023 annual incentive compensation: Operating Earnings per Share (60 Percent). The HR Committee chose operating earnings per share again for 2023 because it continues to believe that this metric best reflects management’s performance operating the Company and is a strong driver of shareholder returns. In addition, the HR Committee considered that operating earnings per share is the primary measure by which the Company communicates its actual and expected future financial performance to the investment community and employees. Management and the HR Committee believe that sustainable operating earnings per share growth is the primary means to create long-term shareholder value. The full Board approves the Company's annual operating plan and the HR Committee establishes an operating earnings per share target based, in large part, on that operating plan. The HR Committee established an operating earnings per share target of $5.29 for 2023, which was the midpoint of our operating earnings guidance of $5.19 to $5.39 per share at the beginning of the year. The threshold was set at $5.11 with a 0 percent of target payout, which was $0.08 below the bottom of the 2023 earnings guidance range. The maximum payout was set at $5.47 with a 200 percent of target payout, which was $0.08 above the top of the 2023 earnings guidance range. There were also inflection points at $5.19 (30% of target payout), which was the bottom of earnings guidance, and at $5.39 (170% of target payout), which was the top of earnings guidance. Safety and Compliance (20 Percent). Safety is an AEP core value and maintaining the safety of AEP employees, contractors and the public is always a primary consideration. The 2023 safety metrics included employee and contractor DART Rates, which is an acronym for the rate of work-related safety incidents that cause lost work time (Days Away, Restricted or job Transfer) and is an industry accepted measure that focuses on more serious injuries. In addition, a proactive measure of the pre-job briefings was established to better assure that controls and procedures are understood and implemented as a leading indicator in preventing harm: •6 percent for Employee DART Rate measured relative to a 5-year average. •4 percent for Contractor (including forestry) DART Rate measured relative to a 5-year average. •6 percent Proactive Safety as measured by developing, completing, and analyzing targeted CORE (Coaching through Observation, Recognition and Engagement) visits for pre-job briefings. In addition, the HR Committee used separate Zero Harm modifiers for the employee and contractor DART Rate measures to adjust the applicable score for fatal incidents in 2023. Specifically, an Employee Zero Harm modifier added 50 percentage points to the employee DART Rate score if there were not any fatal employee safety incidents and subtracted 50 percentage points in the event of one or more such incidents. Similarly, the Contractor Zero Harm modifier added 50 percentage points to the Contractor DART Rate score if there were not any fatal contractor safety incidents and subtracted 50 percentage points from this score in the event of one or more such incidents. The 2023 compliance metrics consisted of the following: •4 percent for North American Electric Reliability Corporation (NERC) Compliance. NERC establishes the reliability standards for planning and operating the North American bulk electric power system. The 2023 NERC Compliance metric measured reductions in the number of NERC compliance incidents vs. a three-year average baseline, excluding incidents discovered via a documented internal control, counting reportable incidents discovered by the Company through a means other than a documented internal control as one incident, and double counting reportable incidents discovered through a regional audit. Affordability (8 Percent). •2 percent Economic & Business Development measured by projected annual gross revenue for projects announced in the calendar year. •2 percent Federal Grants Awarded measured at threshold by a minimum number of concept papers submitted and questions answered for certain Federal Grants, and at target and maximum by the dollar value of notifications obtained for grants. •4 percent Regulated Renewables as measured by regulatory approvals in megawatts nameplate capacity filed for and received for ownership of new renewable generation and energy storage resources. Operations (6 Percent). •6 percent SAIDI (System Average Interruption Duration Index) as measured by a customer weighted average of operating company performance against targets based on the regional peer group average or, if the average has already been achieved, maintaining this average. Workforce and Culture (6 Percent). •2 percent Employee Culture Survey participation improvement. •2 percent Employee Inclusion as measured by average improvement in the scores for employee responses to four inclusion related questions in AEP’s annual culture survey relative to other Company results from a broad database. This measure included a modifier that added 25 percentage points (of target) if greater than or equal to 75% of the Company’s VP and higher positions participated in a sponsorship program and subtracted 25 percentage points (of target) if less than 50% of these leaders participated in this program. •2 percent Supplier Diversity as measured by improvement in direct and indirect spending with diverse suppliers, which includes women, minority, veteran, and LGBT-owned businesses as well as disadvantaged (socially & economically) and HUBZone businesses. The chart below shows the weightings for each performance measure as a percentage of the total award opportunity, the threshold, target and maximum performance goals, 2023 actual results and related weighted scores.

  51. Annual Incentive Compensation

    | | Weight | Threshold | Target | Maximum | Actual Performance Results | Actual Award Score (as a percent of target opportunity) | Weighted Score | | Operating Earnings Per Share (60%) | 60.0% | $5.11 | $5.29 | $5.47 | $5.25 | 72.3% | 0.434 | | Safety and Compliance (20%) | | | | | | | | | Employee DART Rate Improvement | 6.0% | .415 | .376 | .356 | .384 | 80.0% but discretionarily reduced to 0.0% | 0.000 | | Employee Dart Rate Zero Harm Modifier | | -50.0 percentage points | | +50 percentage points | Two Fatal Incidents | Not applicable due to 0% minimum score | 0.000 | | Contractor DART Rate Improvement | 4.0% | .491 | .444 | .421 | .380 | 200.0% but discretionarily reduced to 0.0% | 0.000 | | Contractor Dart Rate Zero Harm Modifier | | -50.0 percentage points | | +50 percentage points | One Fatal Incident | Not applicable due to 0% minimum score | 0.000 | | Proactive Safety - Targeted CORE Visit Pre-Job Briefing Assessment | 6.0% | Develop questionnaire and complete assessor knowledge evaluations | Threshold + 4,200 targeted CORE visits performed | Threshold + 5,600 targeted CORE visits performed, data analyzed and corrective and preventative action plans developed | All objective completed | 200.0% but discretionarily reduced to 0.0% | 0.000 | | NERC Compliance – Reduction in NERC compliance incidents vs. three-year average baseline of 62 incidents | 4.0% | 39 | 31 | 23 | 19 | 200.0% | 0.080 | | Affordability (8%) | | | | | | | | | Economic and Business Development | 2.0% | 44M | $55M | 66M | 424.8M | 200.0% | 0.040 | | Federal Grants Awarded | 2.0% | 12 concept papers submitted and questions on rural broadband grant answered | 53M | 84M | 74.7M | 170.1% | 0.034 | | Regulated Renewables Approvals and Filings | 4.0% | 1,572 MW | 2,571 MW | 3,712 MW | 2,606 MW | 103.0% | 0.041 | | Operations (6%) | | | | | | | | | Wires Reliability- Measured by a customer weighted average of SAIDI (System Average Incident Duration Index) scores of AEP’s operating companies | 6.0% | Generally 80% of target | Regulatory targets or a glide path to the regional peer group average | Generally 120 percent of target | 160.6% Weighted Average Operating Company Score | 160.6% | 0.096 | | Culture and Workforce of the Future (6%) | | | | | | | | | Employee Culture Survey Participation | 2.0% | 86% | 89% | 92% | 94% | 200.0% | 0.040 | | Employee Inclusion Q1 | 0.5% | No Improvement | 0.05 Improvement | 0.10 Improvement | .09 Improvement | 180.0% | 0.009 | | Employee Inclusion Q2 | 0.5% | No Improvement | 0.05 Improvement | 0.10 Improvement | 0 Improvement | 0.0% | 0.000 | | Employee Inclusion Q3 | 0.5% | No Improvement | 0.05 Improvement | 0.10 Improvement | 0 Improvement | 0.0% | 0.000 | | Employee Inclusion Q4 | 0.5% | No Improvement | 0.05 Improvement | 0.10 Improvement | .03 Improvement | 60.0% | 0.003 | | Sponsorship Program Modifier to Employee Inclusion goals | | < 50% VP participation | | ≥ 75% VP participation | ≥ 75% VP participation | +25.0% | 0.005 | | Supplier Diversity Spend % | 2.0% | 12% | 13% | 15% | 13.09% | 104.6% | 0.021 | | Score Reduction | | | | | | | -0.242 | | Total Score | | | | | | | 0.561 |

  52. Annual Incentive Compensation

    Individual Award Calculations for 2023. Based on the performance results described in the scorecard above, the HR Committee approved a weighted score of 56.1 percent of each NEO's annual incentive target opportunity. The HR Committee then subjectively evaluated the individual performance of each named executive officer to determine the actual award payouts.

  53. Annual Incentive Compensation

    | Name | 2023 Base Earnings (1) | Annual Incentive Target % | Score (2) | | Calculated Annual Incentive Opportunity | 2023 Actual Payouts | | Ms. Sloat | $1,193,269x | 140%x | 48.2% | = | $805,218 | $787,503 | | Mr. Zebula | $637,567x | 80%x | 48.2% | = | $245,846 | $240,500 | | Mr. Feinberg | $745,385x | 75%x | 48.2% | = | $269,457 | $263,500 | | Mr. Beam | $584,423x | 80%x | 48.2% | = | $225,354 | $220,500 | | Ms. Simmons | $584,423x | 80%x | 48.2% | = | $225,354 | $220,500 | | Mr. Akins | $891,538x | 135%x | 48.2% | = | $580,124 | $696,149 | | Ms. Kelly | $538,462x | 80%x | Not eligible due to executive severance | = | $— | n/a |

  54. Annual Incentive Compensation

    (1)Based on salary paid in 2023, which is slightly different than the salary earned for 2023 shown in the Summary Compensation Table. (2)The score shown includes the impact of senior management’s recommendation, which the HR Committee approved, to reduce the score for all AEP leadership positions (defined by salary grade level) by 7.9% of target and increase the score for all other participants by 2.1% of target, which was a cost neutral adjustment. This adjustment was made because employees in positions below the salary grade level negatively impacted have less influence and opportunity to impact business performance and also participate to a lesser extent or not at all in the long-term incentive plan, which was not adjusted.

  55. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The HR Committee grants long-term incentive compensation to executive officers generally on an annual award cycle. The HR Committee, supported by Meridian, establishes target long-term incentive award opportunities for each named executive officer based on market data provided in the annual market compensation study. For 2023 the HR Committee again approved the following mix of long-term incentive awards: •75 percent of the target value was awarded as 3-year performance shares, and •25 percent of the target value was awarded as time-vesting restricted stock units (RSUs).

  56. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards

  57. 2023 Long-Term Incentive Awards

    | Name | Target Value (1) | Total Number of Units Granted (2) | Number of Performance Shares Granted (at Target) | Number of RSUs Granted | Number of Unrestricted Shares Granted | | Ms. Sloat | $8,000,000 | 86,571 | 64,928 | 21,643 | — | | Mr. Zebula | $2,800,000 | 34,009 | 10,551 | 23,458 | — | | Mr. Feinberg | $1,500,000 | 16,232 | 12,174 | 4,058 | — | | Mr. Beam | $1,200,000 | 12,986 | 9,739 | 3,246 | — | | Ms. Simmons | $1,200,000 | 12,986 | 9,739 | 3,246 | — | | Mr. Akins(3) | $2,000,000 | 21,643 | — | — | 21,643 | | Mr. Kelly | $1,730,000 | 18,721 | 14,122 | 4,599 | — |

  58. 2023 Long-Term Incentive Awards

    (1)The Target Value differs from the Grant Date Fair Value shown in the Stock Award column in the Summary Compensation Table because the performance shares contain a market condition (the relative TSR measure) which results in a Grant Date Fair Value for financial accounting purposes that differs from the target value the HR Committee used to determine the awards. See footnote 2 to the Summary Compensation Table for a description of the Grant Date Fair Value. (2)The total number of units granted was determined by dividing the Target Value by the closing price of AEP common stock on the grant date and rounding to two decimal places for performance shares and three decimal places for restricted stock units (RSUs). The closing price on the grant date was $92.41 for performance shares and RSUs for all awards except an award for Mr. Zebula made pursuant to his promotion to the CFO position. The closing price on the grant date for that award was $75.22, respectively. (3)Due to his pending retirement Mr. Akins was awarded unrestricted stock units that are payable on February 21, 2024, 2025 and 2026 irrespective of whether he remained employed by the Company. There were not any performance factors associated with these stock units. The closing price on the grant date was also $92.41. Performance Shares. In 2023, the HR Committee approved the grant of performance shares to each executive officer, except Mr. Akins. These performance shares are subject to a 3-year performance and vesting period that ends on December 31, 2025. Dividends declared from the grant date through the payment date are reinvested in additional performance shares that are subject to the same performance measures and vesting requirements as the underlying performance shares on which they were granted. The number of performance shares earned at the end of the performance period is based on achieved performance against three weighted performance metrics: (i) 3-year cumulative operating earnings per share (50%), (ii) 3-year total shareholder return relative (rTSR) to the companies in a TSR Peer Group (40%) and (iii) carbon free generation additions measured in megawatts of nameplate capacity (10%). The number of earned performance shares will be paid in shares of AEP common stock. The HR Committee approved the following 2023-2025 performance goals:

  59. Performance Measures for 2023 – 2025 Performance Shares

    Performance Measures for 2023 – 2025 Performance Shares

  60. Performance Measures for 2023 – 2025 Performance Shares

    | Performance Measure | Weight | Threshold Performance | Target Performance | Maximum Payout Performance | | 3 Year Cumulative Operating Earnings Per Share | 50% | $16.078 (25% payout) | $16.924 (100% payout) | $17.770 (200% payout) | | 3 Year Total Shareholder Return of AEP vs. TSR Peer Group | 40% | 20th Percentile (0% payout) | 50th Percentile (100% payout) | 80th Percentile (200% payout) | | 3 Year Carbon Free Generation Capacity Additions | 10% | 578 MW (0% payout) | 1,634MW (100% payout) | 3,088MW (200% payout) |

  61. Performance Measures for 2023 – 2025 Performance Shares

    The HR Committee selected a measure of cumulative operating earnings to ensure that earnings for all three years contribute equally to the award calculation. The HR Committee also measures earnings performance for incentive compensation on a per share basis to ensure that any changes in the number of shares outstanding do not change the degree of difficulty of the measure. The HR Committee set the target for the 3-year cumulative operating earnings per share based on the same $5.29 target used for the 2023 annual incentive plan, with a six and a half percent (6.5%) growth rate in operating earnings from 2023 for both 2024 and 2025. The HR Committee also selected a total shareholder return measure for these awards to provide an external performance comparison that reflects the effectiveness of management’s strategic decisions and actions over the 3-year performance period relative to the performance of the 25 utilities in the TSR Peer Group. The TSR Peer Group consists of the follow Companies in our industry:

  62. Performance Measures for 2023 – 2025 Performance Shares

    | AES Corp | Consolidated Edison Inc | Edison Int'l | First Energy | Public Service Enterprise Group | | Alliant Energy Corp | Constellation Energy Corporation | Entergy | NextEra Energy | Sempra Energy | | Ameren Corp | Dominion Resources Inc | Evergy Inc | PG&E Corp | Southern Co. | | CenterPoint Energy Inc | DTE Energy | Eversource Energy | Pinnacle West Capital Corp | Wisconsin Energy Corp | | CMS Energy Corp | Duke Energy | Exelon | PPL Corp. | Xcel Energy |

  63. Performance Measures for 2023 – 2025 Performance Shares

    The HR Committee selected a carbon free generation capacity additions measure with a 10% weight for the 2023-2025 performance shares. Carbon free generation additions includes owned and purchased power agreement wind, solar and storage capacity as well as distributed renewable energy resources such as wind, solar and storage including fuel cells. This performance factor measures the increase in the Company’s carbon free capacity from January 1, 2023 to December 31, 2025. This goal was included to encourage management to further seek out and develop opportunities to increase the percentage of the Company’s generation capacity that does not emit carbon, which is aligned with the Company’s long-term strategy and commitment to invest substantial resources to reduce greenhouse gas emissions. Restricted Stock Units. The HR Committee approved the grant of RSUs that vest, subject to continued AEP employment, in three approximately equal installments on February 21 of 2024, 2025 and 2026, which is over an approximately three-year period that began on the February 21 grant date of these awards. Dividends are reinvested in additional RSUs and are subject to the same vesting requirements applicable to the underlying RSUs on which they were granted. Upon each vesting date, the number of RSUs that vests are paid in shares of AEP common stock.

  64. Severance Arrangements

    Severance Arrangements Change In Control Agreements. The HR Committee provides Change In Control agreements to all the named executive officers. While the HR Committee believes these agreements are consistent with the practices of its peer companies, the most important reason for these agreements is to protect the Company and the interests of shareholders in the event of an anticipated or actual change in control. During such transitions, retaining and continuing to motivate the Company’s key executives would be critical to protecting shareholder value. In a change of control situation, outside competitors are more likely to try to recruit key employees away from the Company, and our executive officers may consider other opportunities when faced with uncertainty about retaining their positions. The HR Committee limits participation to those executives whose full support and sustained contributions would be needed during a lengthy and complex corporate transaction. The Board has adopted a policy that requires shareholder approval of executive severance agreements that provide benefits generally exceeding 2.99 times the sum of the named executive officer’s salary plus annual incentive compensation. The HR Committee periodically reviews Change In Control agreement practices of companies in our Compensation Peer Group. Based on this review, new senior executives to whom the HRC chooses to provide a change in control agreement are provided with a 2.0 multiple, rather than a 2.99 multiple, except for any new CEO, but the HR Committee has not reduced the multiple for current senior executives. As a result, Messrs. Akins, Feinberg and Zebula have grandfathered 2.99 multiple change in control agreements. Ms. Sloat had a 2.0 multiple change in control agreement for 2022 but her multiple was increased to 2.99 in connection with promotion to CEO for 2023. Mr. Beam and Ms. Simmons have 2.0 multiple change in control agreements. Ms. Kelly had a 2.0 multiple change in control agreement that she agreed to release claims under in connection with her executive severance. Each change in control agreement includes a “double trigger,” which means that severance payments and benefits would be provided to the covered executive officer only upon a change in control accompanied by an involuntary termination or constructive termination within two years after the change in control. The Company’s Change In Control agreements do not provide a tax gross-up for excise taxes. Long-term incentive compensation may also vest in connection with a change in control. All outstanding performance shares and RSU awards have a double trigger change in control provision. In the event an executive’s employment is terminated within one year after a change in control under qualifying conditions, such as by the Company without cause or by the executive for good reason, then all the executive’s outstanding performance shares and RSUs will vest. Performance shares would be paid at the target performance score. Other compensation and benefits provided to executive officers in the event their employment is terminated as a result of a change in control are consistent with that provided in the event an executive’s employment is terminated due to a consolidation, restructuring or downsizing as described below. Other Employment Separations. The Company has an Executive Severance Plan that provides severance benefits to selected senior officers of the Company, including the named executive officers, who have agreed to its terms, which include confidentiality, non-solicitation, cooperation and non-disparagement obligations. Executives remain eligible for benefits under the General Severance Plan described below; however, any benefits provided under the Executive Severance Plan would be reduced by any amount provided under the General Severance Plan. The trigger for Executive Severance Plan benefits is a good reason resignation or an involuntary termination. The benefits under the Executive Severance Plan include pay continuation of two times base salary and target annual incentive award for Ms. Sloat payable over two years or one times base salary and target annual incentive award for the other named executive officers payable over one year. All benefits under this plan are conditioned on the executive officer’s agreement to release claims against the Company and not to compete with the Company for two years with respect to Ms. Sloat and for one year with respect to the other named executive officers. AEP also maintains a broad-based General Severance Plan that provides two weeks of base pay per year of service to all employees (capped at 52 weeks), including named executive officers, if their employment is terminated due to a consolidation, restructuring or downsizing, subject to the employee’s agreement to release claims against the Company. In addition, benefits under the General Severance Plan include outplacement services and access to health benefits at active employee rates for up to 12 months. After this 12 month period, severed employees may be eligible for Company-subsidized health benefits at retiree rates thereafter until as late as age 65 for employees who were (i) last hired or rehired prior to January 1, 2014, (ii) at least age 50 with 10 years of service at the time their employment is terminated, and (iii) not retirement-eligible under the terms of the general health plans (currently, available to employees who were last hired or rehired prior to January 1, 2014 and who are at least age 55 with 10 years of service at termination). Named executive officers (and other employees) remain eligible for an annual incentive award based on their eligible earnings for the portion of the year they worked, if they retire (on or after attaining age 55 and at least ten years of service) after June 30 unless their employment is terminated for cause, due to their resignation in lieu of termination for cause or under circumstances that would result in benefits being offered under either the Executive Severance Plan or the broad-based General Severance Plan. In that case, they may be eligible for severance benefits but are not eligible for an annual incentive award for the year of their separation. In the event of a participant’s death, annual incentive compensation is paid to the participant’s estate. A prorated portion of outstanding performance shares that are at least six months into their performance period vest if a participant retires, which is defined as an employment termination, other than for cause, on or after the participant attains age 55 with at least ten years of service or if a participant is severed under the Executive or General Severance Plan. A prorated portion of outstanding RSUs vest if a participant is severed under the Executive or General Severance Plan. A prorated portion of outstanding performance shares and all outstanding RSUs would also vest to a participant’s beneficiaries in the event of the participant’s death. The pro-rated performance shares would not be payable until the end of the performance period and would remain subject to all performance factors. Executive officers are also entitled to 12 months of continued financial counseling service in the event they are severed from service as the result of a restructuring, consolidation or downsizing or they retire (on or after attaining age 55 with at least five years of AEP service). In the event of their death, their spouse or the executor of their estate would be eligible for this benefit.

  65. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation earned by our Chief Executive Officer, our two Chief Financial Officers during 2023, the three other most highly compensated executive officers and one additional former executive officer whose compensation would have been among the three most highly compensated executive officers other than the CEO and CFOs if he had been an executive officer at year end. We refer collectively to this group as the named executive officers (NEOs).

  66. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Julia A. Sloat | | | | | | | | | | | Chair of the Board, President and Chief Executive Officer | 2023 | 1,200,000 | — | | 8,321,524 | 787,503 | 210,263 | 114,455 | 10,633,745 | | | 2022 | 779,769 | — | | 3,948,384 | 1,010,000 | — | 77,810 | 5,815,963 | | | 2021 | 602,308 | — | | 1,628,789 | 637,350 | 76,622 | 58,042 | 3,003,111 | | Charles E. Zebula | | | | | | | | | | | Executive Vice President and Chief Financial Officer | 2023 | 639,625 | — | | 2,852,248 | 240,500 | 181,438 | 73,170 | 3,986,981 | | | 2022 | 593,000 | — | | 1,407,162 | 705,000 | — | 67,856 | 2,773,018 | | | 2021 | 579,219 | — | | 1,323,341 | 640,000 | 42,921 | 71,745 | 2,657,226 | | David M. Feinberg | | | | | | | | | | | Executive Vice President, General Counsel and Secretary | 2023 | 746,000 | — | — | 1,560,286 | 263,500 | 151,597 | 109,767 | 2,831,150 | | | 2022 | 714,000 | | | 1,623,710 | 805,000 | — | 63,163 | 3,205,873 | | | 2021 | 696,669 | | | 1,527,000 | 690,000 | 93,625 | 98,652 | 3,105,946 | | Christian T. Beam (7) | | | | | | | | | | | Executive Vice President - Energy Services | 2023 | 585,000 | — | | 1,248,229 | 220,500 | 123,014 | 170,900 | 2,347,643 | | | 2022 | 471,846 | — | | 405,901 | 420,000 | 37,951 | 70,400 | 1,406,098 | | Peggy I. Simmons (7) | | | | | | | | | | | Executive Vice President - Utilities | 2023 | 585,000 | — | | 1,248,229 | 220,500 | 86,652 | 87,482 | 2,227,863 | | | 2022 | 414,361 | — | | 308,489 | 335,000 | 25,108 | 42,777 | 1,125,735 | | Nicholas K. Akins | | | | | | | | | | | Former Executive Chair of the Board | 2023 | 862,500 | — | | 2,000,000 | 696,149 | 729,068 | 359,384 | 4,647,101 | | | 2022 | 1,510,000 | — | | 10,824,690 | 3,620,000 | 204,063 | 216,755 | 16,375,508 | | | 2021 | 1,515,808 | — | | 9,976,149 | 2,850,000 | 461,732 | 247,526 | 15,051,215 | | Ann P. Kelly (7) | | | | | | | | | | | Former Executive Vice President and Chief Financial Officer | 2023 | 525,000 | 250,000 | | 2,042,588 | — | — | 550,866 | 3,368,454 | | | 2022 | 61,923 | — | | 393,121 | 55,750 | — | 9,974 | 520,768 |

  67. Summary Compensation Table

    (1)Amounts in the salary column are composed of executive salaries earned for the year shown, which include 260 days of pay for 2023, which is the number of workdays and holidays in a standard year. 2021 and 2022 included 261 and 260 paid workdays and holidays, respectively. (2)The amount in the bonus column for Ms. Kelly is a negotiated hire bonus paid in 2023 following her November 2022 hire into the EVP and CFO position. (3)The amounts reported in this column reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 of the performance shares, restricted stock units (RSUs) and unrestricted shares granted under our Long-Term Incentive Plan. See Note 15 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts. The number of shares realized and the value of the performance shares, if any, will depend on the Company’s performance during a 3-year performance period. The potential payout can range from 0 percent to 200 percent of the target number of performance shares, plus any dividend equivalents. The value of the performance shares will be based on three measures: a Board approved cumulative operating earnings per share measure (Cumulative EPS 50%), a total shareholder return relative to peer companies (Relative TSR 40%) and a carbon free generation capacity additions (Carbon Free Additions 10%). The grant date fair value of the 2023, 2022 and 2021 performance shares that are based on Cumulative EPS was computed in accordance with FASB ASC Topic 718 and was measured based on the closing price of AEP’s common stock on the grant date. The maximum amount payable for the 2023 performance shares that are based on Cumulative EPS measured on the grant date is $3,000,000 for Ms. Sloat, $487,500 for Mr. Zebula, 562,500 for Mr. Feinberg, $450,000 for Mr. Beam, $450,000 for Ms. Simmons, $0 for Mr. Akins, and $652,495 for Ms. Kelly. The maximum amount payable for the 2023 performance shares that are based on Carbon Free Capacity additions is $600,000 for Ms. Sloat, $97,500 for Mr. Zebula, $112,500 for Mr. Feinberg, $90,000 for Mr. Beam, $90,000 for Ms. Simmons, $0 Mr. Akins, and $130,499 for Ms. Kelly. The grant date fair value of the 2023 performance shares that are based on Relative TSR is calculated using a Monte-Carlo model as of the date of grant, in accordance with FASB ASC Topic 718. Because the performance shares that are based on Relative TSR are subject to market conditions as defined under FASB ASC Topic 718, they did not have a maximum value on the grant date that differed from the grant date fair values presented in the table. Instead, the maximum value is factored into the calculation of the grant date fair value. The values realized from the 2021 performance shares are included in the Option Exercises and Stock Vested for 2023 table. (4)The amounts shown in this column reflect annual incentive compensation paid for the year shown. (5)The amounts shown in this column are attributable to the increase in the actuarial values of each of the named executive officer’s combined benefits under AEP’s qualified and non-qualified defined benefit pension plans determined using interest rate and mortality assumptions consistent with those used in the Company’s financial statements. See the Pension Benefits for 2023 table and related footnotes for additional information. See Note 8 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2023 for a discussion of the relevant assumptions. None of the named executive officers received preferential or above-market earnings on deferred compensation. (6)Amounts shown in the All Other Compensation column for 2023 include: (a) Company matching contributions to the Company’s Retirement Savings Plan, (b) Company matching contributions to the Company’s Supplemental Retirement Savings Plan, (c) relocation, (d) perquisites, and (e) vacation payout. The 2023 values for these items are listed in the following table:

  68. Summary Compensation Table

    | Type | Julia A. Sloat | Charles E. Zebula | David M. Feinberg | Christian T. Beam | Peggy I. Simmons | Nicholas K. Akins | Ann P. Kelly | | Retirement Savings Plan Match | $14,850 | $14,850 | $14,850 | $14,850 | $14,850 | $14,850 | $14,850 | | Supplemental Retirement Savings Plan Match | 84,297 | 45,565 | 54,917 | 30,349 | 22,275 | 188,169 | 7,043 | | Relocation | — | — | — | 111,156 | 35,812 | — | 238,006 | | Perquisites | 15,308 | 12,755 | 40,000 | 14,545 | 14,545 | 20,632 | 264,717 | | Vacation Payout | — | — | — | — | — | 135,733 | 26,250 | | Total | $114,455 | $73,170 | $109,767 | $170,900 | $87,482 | $359,384 | $550,866 |

  69. Summary Compensation Table

    (7)Mr. Beam's and Ms. Simmons' compensation is provided only for the years in which he or she was an executive officer of the Company. Ms. Kelly was not employed by the Company prior to November 30, 2022. Perquisites provided in 2023 included: financial counseling and tax preparation services and, for Ms. Sloat and Mr. Akins, director’s group travel accident insurance premium. Executive officers may also have the occasional personal use of event tickets when such tickets are not being used for business purposes, however, there is no associated incremental cost. From time-to-time executive officers may receive customary gifts from third parties that sponsor events (subject to our policies on conflicts of interest). Provided Ms. Kelly complies with the terms of her Executive Severance, Noncompetition and Release of All Claims Agreement, she will receive $1,260,000 in cash severance benefits and up to $15,650 in outplacement services in 2024 in connection with her 2023 separation from AEP employment. Ms. Sloat and Mr. Akins prior to his retirement were parties to Aircraft Time Sharing Agreements with the Company that allowed her or him to use our corporate aircraft for personal use for a limited number of hours each year. As required under these Aircraft Time Sharing Agreements, Ms. Sloat and Mr. Akins each reimbursed the Company for the cost of their personal use of corporate aircraft under these agreements in accordance with limits set forth in Federal Aviation Administration regulations. This cost reimbursement includes all incremental costs incurred in connection with personal flights under their Aircraft Timesharing Agreement including fuel, oil, hangar costs, crew travel expenses, catering, landing fees and other incremental airport fees. Accordingly, no value is shown for these amounts in the Summary Compensation Table. If the aircraft flew empty to pick up or after dropping off Ms. Sloat or Mr. Akins at a destination on a personal flight, the cost of the empty flight was included in the incremental cost for which Ms. Sloat or Mr. Akins reimbursed the Company.

  70. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table provides information on plan-based awards granted in 2023 to each of our named executive officers.

  71. Grants of Plan-Based Awards for 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($)(2) | Threshold (#)(4) | Target (#) | Maximum (#)(5) | | | | Julia A. Sloat | | | | | | | | | | | 2023 Annual Incentive Compensation Plan | | — | 1,670,577 | 4,176,443 | | | | | | | 2023 - 2025 Performance Shares | 2/20/2023 | | | | 8,116 | 64,928 | 129,856 | | 6,321,524 | | 2023 Restricted Stock Units | 2/20/2023 | | | | | | | 21,643 | 2,000,000 | | Charles E. Zebula | | | | | | | | | | | 2023 Annual Incentive Compensation Plan | | — | 510,054 | 1,275,135 | | | | | | | 2023 - 2025 Performance Shares | 2/20/2023 | | | | 1,319 | 10,551 | 21,102 | | 1,027,248 | | 2023 Restricted Stock Units | 2/20/2023 | | | | | | | 3,517 | 325,000 | | 2023/2024 Award for CFO Position | 9/29/2023 | | | | | | | 19,942 | 1,500,000 | | David M. Feinberg | | | | | | | | | | | 2023 Annual Incentive Compensation Plan | | — | 559,039 | 1,397,598 | | | | | | | 2023 - 2025 Performance Shares | 2/15/2021 | | | | 1,522 | 12,174 | 24,348 | | 1,185,286 | | 2023 Restricted Stock Units | 2/15/2021 | | | | | | | 4,058 | 375,000 | | Christian T. Beam | | | | | | | | | | | 2023 Annual Incentive Compensation Plan | | — | 467,538 | 1,168,845 | | | | | | | 2023 - 2025 Performance Shares | 2/20/2023 | | | | 1,217 | 9,739 | 19,478 | | 948,229 | | 2023 Restricted Stock Units | 2/20/2023 | | | | | | | 3,246 | 300,000 | | Peggy I. Simmons | | | | | | | | | | | 2023 Annual Incentive Compensation Plan | | — | 467,538 | 1,168,845 | | | | | | | 2023 - 2025 Performance Shares | 2/20/2023 | | | | 1,217 | 9,739 | 19,478 | | 948,229 | | 2023 Restricted Stock Units | 2/20/2023 | | | | | | | 3,246 | 300,000 | | Nicholas K. Akins | | | | | | | | | | | 2023 Annual Incentive Compensation Plan | | — | 1,203,576 | 3,008,940 | | | | | | | 2023 Unrestricted Stock Units | 2/20/2023 | | | | | | | 21,643 | 2,000,000 | | Ann P. Kelly | | | | | | | | | | | 2023 Annual Incentive Compensation Plan | | — | 430,770 | 1,076,925 | | | | | | | 2023 - 2025 Performance Shares | 11/30/2022 | | | | 1,765 | 14,122 | 28,243 | | 1,617,588 | | 2023 Restricted Stock Units | 11/30/2022 | | | | | | | 4,599 | 425,000 |

  72. Grants of Plan-Based Awards for 2023

    (1)Represents potential payouts under the 2023 Annual Incentive Compensation Plan (ICP). Ms. Kelly became ineligible for a 2023 award upon her termination of employment under circumstances in which she became eligible for Executive Severance Plan benefits. (2)The amounts shown in this column represent 250 percent of the target award for each of the named executive officers, which is the maximum amount payable to any individual employee under the ICP for a year with a maximum 200% of target score. (3)Represents performance shares awarded under our Long-Term Incentive Plan for the 2023-2025 performance period. These awards generally vest at the end of the 3-year performance period based on our attainment of specified performance measures. The number of performance shares does not include additional shares that may accrue due to dividend credits. (4)The amounts shown in the Threshold column represent 12.5% of the target award for each of the named executive officers. This is the weighted average threshold of the Operating Earnings per Share measure, which has a 25% payout for threshold performance and a 50% weight and the other measures, which have a 0% payout for threshold performance and a combined 50% weight. However, the Operating Earnings per Share threshold does not guarantee a minimum payout because the score would be 0% of target if threshold performance is not achieved. (5)The amounts shown in this column represent 200 percent of the target award for each of the named executive officers, which is the maximum overall score for the 2023-2025 performance shares. (6)Includes restricted stock units awarded under the Long-Term Incentive Plan. These awards generally vest, subject to the participant’s continued AEP employment, in three approximately equal installments on February 21, 2024, February 21, 2025 and February 21, 2026, which is approximately one, two and three years after the grant date. This column also includes restricted stock units granted to Mr. Zebula on September 29, 2023 in conjunction with his appointment as EVP and CFO that vest and become payable only if he remains continuously employed with the Company through December 31, 2024 or such earlier date that he retires from the Company with the advanced written approval of the Company’s CEO. This columns also includes unrestricted stock units granted to Mr. Akins on February 20, 2023 that are payable on February 21, 2024, February 21, 2025 and February 21, 2026. The number of restricted stock units does not include additional units that may accrue due to dividend credits. (7)Amounts represent the grant date fair value of performance shares, restricted stock units and unrestricted shares measured in accordance with FASB ASC Topic 718, utilizing the assumptions discussed in Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2023. The actual number of performance shares earned will depend on AEP’s performance over the 2023 through 2025 performance period, which could vary from 0 percent to 200 percent of the target award plus dividend credits. The value of the performance shares ultimately earned will be based on three measures: a cumulative operating earnings per share measure (Cumulative EPS - 50% weight) relative to a Board approved target, a relative total shareholder return measure (Relative TSR - 40% weight) compared to a board approved group of utility industry peers, and Carbon Free Generation Capacity Additions (Carbon Free Capacity Additions - 10% weight) relative to a board approved target, as well as dividend credits and the value of AEP stock when the awards are paid. A pro-rata portion of the performance shares and restricted stock units granted to Ms. Kelly in 2023 were canceled upon her termination of employment and the remaining awards were vested. The pro-rata portion that vested was based on the number of whole months from the January 1, 2023 effective grant date through the date of her employment termination (September 29, 2023) divided by the number of whole months in the vesting period for each award. Specifically, 27/36th of the performance shares and 28/37th of the restricted stock units granted to Ms. Kelly were canceled. The remainder of the performance shares vested and will remain outstanding until after the end of the 3-year performance period, when it will be scored and paid in the same manner as for ongoing participants. The remainder of the restricted stock units were vested and became payable upon Ms. Kelly’s termination of employment under the terms of her Severance, Release of All Claims, and Noncompetition Agreement.

  73. Outstanding Equity Awards at Fiscal Year-End for 2023

    Outstanding Equity Awards at Fiscal Year-End for 2023 The following table provides information with respect to holdings of restricted stock units and performance shares by the named executive officers on December 31, 2023. The named executive officers do not have any outstanding stock options.

  74. Outstanding Equity Awards at Fiscal Year-End for 2023

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Julia A. Sloat | | | | | | 2022 - 2024 Performance Shares(3) | | | 33,612 | 2,729,967 | | 2023 - 2025 Performance Shares(3) | | | 134,008 | 10,884,130 | | 2021 Restricted Stock Units(4) | 1,872 | 152,044 | | | | 2022 Restricted Stock Units(5) | 3,733 | 303,194 | | | | Restricted Stock Units - CEO Succession Candidate Retention(6) | 14,012 | 1,138,055 | | | | 2023 Restricted Stock Units(7) | 22,335 | 1,814,049 | | | | Charles E. Zebula | | | | | | 2022 - 2024 Performance Shares(3) | | | 24,274 | 1,971,534 | | 2023 - 2025 Performance Shares(3) | | | 21,776 | 1,768,647 | | 2021 Restricted Stock Units(4) | 1,520 | 123,454 | | | | 2022 Restricted Stock Units(5) | 2,696 | 218,969 | | | | 2023 Restricted Stock Units(7) | 3,629 | 294,747 | | | | 2023/2024 Award for CFO Position(8) | 20,162 | 1,637,558 | | | | David M. Feinberg | | | | | | 2022 - 2024 Performance Shares(3) | | | 28,010 | 2,274,972 | | 2023 - 2025 Performance Shares(3) | | | 25,126 | 2,040,734 | | 2021 Restricted Stock Units(4) | 1,755 | 142,541 | | | | 2022 Restricted Stock Units(5) | 3,111 | 252,675 | | | | 2023 Restricted Stock Units(7) | 4,188 | 340,149 | | | | Christian T. Beam | | | | | | 2022 - 2024 Performance Shares(3) | | | 7,002 | 568,702 | | 2023 - 2025 Performance Shares(3) | | | 20,102 | 1,632,684 | | 2021 Restricted Stock Units(4) | 438 | 35,574 | | | | 2022 Restricted Stock Units(5) | 778 | 63,189 | | | | 2023 Restricted Stock Units(7) | 3,350 | 272,087 | | | | Peggy I. Simmons | | | | | | 2022 - 2024 Performance Shares(3) | | | 5,322 | 432,253 | | 2023 - 2025 Performance Shares(3) | | | 20,102 | 1,632,684 | | 2021 Restricted Stock Units(4) | 332 | 26,965 | | | | 2022 Restricted Stock Units(5) | 590 | 47,920 | | | | 2023 Restricted Stock Units(7) | 3,350 | 272,087 | | | | Nicholas K. Akins | | | | | | 2022 - 2024 Performance Shares(3) | | | 108,924 | 8,846,807 | | 2023 Unrestricted Stock Units(9) | 22,335 | 1,814,049 | | | | Ann P. Kelly | | | | | | 2022 - 2024 Performance Shares(3) | | | 3,264 | 265,102 | | 2023 - 2025 Performance Shares(3) | | | 7,120 | 578,286 |

  75. Outstanding Equity Awards at Fiscal Year-End for 2023

    (1)Pursuant to applicable SEC rules, the number of performance shares reported in this column is the maximum number of performance shares issuable (200% of the amount outstanding on December 31, 2023) because the results for the performance shares that vested on December 31, 2023 were above target. However, the actual number of performance shares credited upon vesting will be based on AEP’s actual performance over the applicable 3-year period. (2)Pursuant to applicable SEC rules, the market value of the performance shares reported in this column was computed by multiplying the closing price of AEP’s common stock on December 31, 2023 ($81.22) by the maximum number of performance shares issuable set forth in the preceding column because the results for the performance shares that vested on December 31, 2023 were above target. However, the actual number of performance shares credited upon vesting will be based on AEP’s actual performance over the applicable 3-year period. (3)AEP’s practice is to grant performance shares at the beginning of each year with a 3-year performance and vesting period. This results in awards for overlapping successive 3-year performance periods. These awards generally vest at the end of the 3-year performance period. The performance shares awarded for the 2021 – 2023 performance period, including associated dividend credits, vested at December 31, 2023 and are shown in the Options Exercises and Stock Vested for 2023 table below. The awards shown for the 2022 – 2024 and 2023 – 2025 performance periods include performance shares resulting from reinvested dividends which are subject to the same performance criteria as the underlying awards. (4)These restricted stock units were granted on February 15, 2021 and will generally vest, subject to the executive officer’s continued employment, on May 1, 2024. The amounts shown include restricted stock units resulting from reinvested dividends. (5)These restricted stock units were granted on February 21, 2022. Subject to the executive officer’s continued AEP employment, one half of these restricted stock units vested on February 21, 2024 and the remaining half and will generally vest, on February 21, 2025. The amounts shown include restricted stock units resulting from reinvested dividends. (6)These restricted stock units were granted on April 1, 2022 as a retention award at the time Ms. Sloat became a CEO succession candidate. These awards generally vest, subject to the executive’s continued employment, in equal thirds on May 1 following the first, second and third anniversaries of the grant date. The first installment vested on May 1, 2023 and the vesting date for the second and third installments is May 1, 2024 and May 1, 2025. The amounts shown include restricted stock units resulting from reinvested dividends. (7)These restricted stock units were granted on February 20, 2023 and generally vest, subject to the executive officer’s continued employment, in three equal installments the day after the first, second and third anniversary of the grant date. The first installment vested on February 21, 2024. The vesting date for the second and third installments is February 21, 2025 and February 21, 2026. The amounts shown include restricted stock units resulting from reinvested dividends. (8)These restricted stock units were granted to Mr. Zebula on September 29, 2023 in conjunction with his appointment as EVP and CFO. These restricted stock units vest and become payable only if he remains continuously employed with the Company through December 31, 2024 or such earlier date that he retires from the Company with the advanced written approval of the Company’s CEO. The amounts shown include restricted stock units resulting from reinvested dividends. (9)These unrestricted stock units were granted to Mr. Akins on February 20, 2023 and are payable on February 21, 2024, February 21, 2025 and February 21, 2026.

  76. Option Exercises and Stock Vested for 2023

    Option Exercises and Stock Vested for 2023 The following table provides information with respect to the vesting of performance shares and restricted stock units in 2023 that were granted to our named executive officers in previous years. The named executive officers did not hold or exercise any stock options in 2023.

  77. Option Exercises and Stock Vested for 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Julia A. Sloat | — | — | 28,671 | $2,448,686 | | Charles E. Zebula | — | — | 18,380 | $1,534,464 | | David M. Feinberg | — | — | 21,222 | $1,771,858 | | Christian T. Beam | — | — | 5,326 | $444,860 | | Peggy I. Simmons | — | — | 4,378 | $368,701 | | Nicholas K. Akins | — | — | 129,503 | $10,832,634 | | Ann P. Kelly | — | — | 1,809 | $142,268 |

  78. Option Exercises and Stock Vested for 2023

    (1)This column includes the following performance shares and related dividend equivalents for the 2021 - 2023 performance period that vested on December 31, 2023: 17,885 for Ms. Sloat, 14,531 for Mr. Zebula, 16,767 for Mr. Feinberg, 4,192 for Mr. Beam, 3,185 for Ms. Simmons, 100,413 for Mr. Akins and 0 for Ms. Kelly. This column also includes the following restricted stock units (RSUs) that vested on February 21, 2023: 1,810 for Ms. Sloat, 1,308 for Mr. Zebula, 1,508 for Mr. Feinberg, 377 for Mr. Beam, 287 for Ms. Simmons, 10,055 for Mr. Akins, and 379 for Ms. Kelly. This column also includes the following restricted stock units (RSUs) that vested on May 1, 2023: 8,976 for Ms. Sloat, 2,541 for Mr. Zebula, 2,947 for Mr. Feinberg, 757 for Mr. Beam, 906 for Ms. Simmons, 19,035 for Mr. Akins, and 0 for Ms. Kelly. This column also includes 1,430 RSUs that vested to Ms. Kelly on October 30, 2023 due to her agreement to a Severance, Release of All Claims and Non-Competition Agreement following her termination of employment. (2)The value included in this column for the 2021-2023 performance shares is computed by multiplying the number of performance shares by the closing price of AEP’s common stock on the December 31, 2023 vesting date, which was $81.22 per share. This column also includes the value of RSUs that vested on February 21, 2023 and May 1, 2023 computed by multiplying the number of units vesting by the closing price of AEP’s common stock on those dates, which was $90.85 and $92.65 per share, respectively. This column further includes the value of 1,430 RSUs that vested on October 30, 2023 due to her agreement to a Severance, Release of All Claims and Non-Competition Agreement following her termination of employment, the value of which was computed by multiplying the units vested by the closing price of AEP's common stock on that date ($75.41).

  79. Pension Benefits for 2023

    Pension Benefits for 2023 The following table provides information regarding the pension benefits for our named executive officers under AEP’s pension plans. The material terms of the plans are described following the table.

  80. Pension Benefits for 2023

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit($)(1) | Payments During Last Fiscal Year($) | | Julia A. Sloat | AEP Retirement Plan | 23.0 | 301,588 | — | | | AEP Supplemental Benefit Plan | 23.0 | 538,731 | — | | Charles E. Zebula | AEP Retirement Plan | 25.7 | 671,858 | — | | | AEP Supplemental Benefit Plan | 25.7 | 1,362,621 | — | | David M. Feinberg | AEP Retirement Plan | 12.7 | 221,658 | — | | | AEP Supplemental Benefit Plan | 12.7 | 725,055 | — | | Christian T. Beam | AEP Retirement Plan | 33.5 | 507,650 | — | | | AEP Supplemental Benefit Plan | 33.5 | 335,851 | — | | Peggy I. Simmons | AEP Retirement Plan | 24.0 | 258,133 | — | | | AEP Supplemental Benefit Plan | 24.0 | 119,987 | — | | Nicholas K. Akins | AEP Retirement Plan | 41.3 | — | 977,994 | | | CSW Executive Retirement Plan | 41.3 | 4,157,802 | — | | Ann P. Kelly(2) | None | 0.8 | — | — |

  81. Pension Benefits for 2023

    (1)The Present Value of Accumulated Benefits is based on the benefit accrued under the applicable plan through December 31, 2023 and the following assumptions (which are consistent with those used in AEP’s financial statements): •The named executive officer retires at normal retirement age (age 65), except for Mr. Zebula (whose benefit is calculated at his age at December 31, 2023 (63.5) because he was eligible for an unreduced annuity benefit at age 62 and he was older than that age on that date) and Mr. Beam and Ms. Simmons, whose benefits are calculated at their age 62 because they are eligible for an unreduced annuity benefit when they reach that age. •The named executive officer commences the payment of benefits (the “accrued benefit”) immediately upon retirement. •The value of the annuity benefit for the named executive officers is determined based upon the accrued benefit at their assumed retirement age, assumed discount rates of 5.15 percent, 5.20 percent, and 5.20 percent for the benefits accrued under the AEP Retirement Plan, AEP Supplemental Benefit Plan, and the CSW Executive Retirement Plan, respectively, and assumed mortality based upon the Pri-2012 mortality tables. Base mortality rates are derived from the Pri-2012 table using contingent survivor tables after retiree death without any collar adjustment for the qualified pension benefits and the white-collar adjustment for non-qualified pension benefits. Mortality improvements are projected generationally using the MP-2021 mortality projection scale. The value of the lump sum benefit at that assumed retirement age is determined based upon the accrued benefit, an assumed interest rate of 4.67 percent and assumed mortality based on current IRS lump sum mortality with static mortality projections estimated to the date of retirement using mortality projection scale MP-2021. The present value of each of these named executive officer’s benefits is determined by discounting the value of benefits described above at the assumed retirement age to each executive’s current age using assumed interest rates equal to the assumed discount rates specified in this paragraph, above, for each plan. No discount was applied for Mr. Zebula because he had already attained an age that made him eligible for unreduced benefits upon retirement. •For the AEP Retirement Plan the present value of the accrued benefit is weighted based on 85 percent lump sum and 15 percent annuity (or for Mr. Zebula, Mr. Beam and Ms. Simmons, as Grandfathered AEP Participants, 50 percent lump sum and 50 percent annuity) based on the assumption that participants elect those benefit options in that proportion. For the AEP Supplemental Benefit Plan and the CSW Executive Retirement Plan, the present value of the accrued benefits is weighted based on 100 percent lump sum. (2)Ms. Kelly is not eligible to participate in any AEP sponsored pension plan because participation begins upon the completion of one year of service and she did not have sufficient service upon her employment termination. Overview. AEP maintains tax-qualified and nonqualified defined benefit pension plans for eligible employees. The nonqualified plans provide benefits that cannot be paid under the tax-qualified plan because of limitations imposed on such plans by the Internal Revenue Code. The plans are designed to provide a retirement income to executives and their spouses, as well as a market competitive benefit opportunity as part of a market competitive total rewards package. AEP Retirement Plan. The AEP Retirement Plan is a tax-qualified defined benefit pension plan under which benefits are generally determined by reference to a cash balance formula. The AEP Retirement Plan also encompasses the Central and South West Corporation Cash Balance Retirement Plan (CSW Retirement Plan), which was merged into the AEP Retirement Plan effective December 31, 2008. As of December 31, 2023, each of the named executive officers, except Ms. Kelly, was fully vested in their AEP Retirement Plan benefit. In addition, employees who have continuously participated in the AEP Retirement Plan (but not the CSW Retirement Plan) since December 31, 2000 (“Grandfathered AEP Participants”), which includes Mr. Zebula, Mr. Beam and Ms. Simmons, remain eligible for an alternate pension benefit calculated by reference to a final average pay formula. The benefits under this final average pay formula were frozen as of December 31, 2010. Cash Balance Formula. Under the cash balance formula, each participant has an account established to which dollar credits are allocated each year. 1.Company Credits. Each year, participants’ accounts are credited with an amount equal to a percentage of their salary and annual incentive award paid to them during the year. The applicable percentage is based on the participant’s age and years of service. The following table shows the applicable percentage:

  82. Pension Benefits for 2023

    | Sum of Age Plus Years of Service | Applicable Percentage | | Less than 30 | 3.0% | | 30-39 | 3.5% | | 40-49 | 4.5% | | 50-59 | 5.5% | | 60-69 | 7.0% | | 70 or more | 8.5% |

  83. Pension Benefits for 2023

    Each year, the IRS calculates a limit on the amount of eligible pay that can be used to calculate pension benefits in a qualified plan. For 2023, the limit was $330,000. 2.Interest Credits. All amounts in the cash balance accounts earn interest at the average interest rate on 30-year Treasury securities for the month of November of the prior year, with a floor of 4 percent. For 2023, the interest rate was 4 percent. Final Average Pay Formula. Grandfathered AEP Participants receive their benefits under the cash balance formula or the final average pay formula, whichever provides the higher benefit. On December 31, 2010, the final average pay benefit payable at the Grandfathered AEP Participant’s normal retirement age was frozen, meaning that their final average pay formula benefit is not affected by the participant’s service or compensation subsequent to this date. This frozen final average pay normal retirement benefit is based on the following calculation as of December 31, 2010: the participant’s then years of service multiplied by the sum of (i) 1.1 percent of the participant’s then high 36 consecutive months of base pay (High 36); and (ii) 0.5 percent of the amount by which the participant’s then High 36 exceeded the participant’s applicable average Social Security covered compensation. Grandfathered AEP Participants may become entitled to a subsidized early retirement benefit under the final average pay formula if they remain employed with AEP through age 55. The early retirement benefit payable under the final average pay formula is the unreduced normal retirement benefit if it commences at age 62 or later. The early retirement benefit is reduced by 0.25 percent for each month prior to age 62 that the participant elects to commence their benefits. AEP Supplemental Benefit Plan. The AEP Supplemental Benefit Plan is a nonqualified defined benefit pension plan. It generally provides eligible participants with benefits that are in excess of those provided under the AEP Retirement Plan (without regard to the provisions included as the result of the merger of the CSW Retirement Plan into the AEP Retirement Plan) as determined upon the participant’s termination of employment. These excess benefits are calculated under the terms of the AEP Retirement Plan described above with the following modifications: (i) annual incentive pay was taken into account for purposes of the frozen final average pay formula; and (ii) the limitations imposed by the Internal Revenue Code on annual compensation and annual benefits are disregarded. Participants do not become vested in their AEP Supplemental Plan benefit until they become vested in their AEP Retirement Plan benefit or upon a change in control. As of December 31, 2023, each of the named executive officers who participate in this benefit (Mses. Sloat and Simmons and Messrs. Zebula, Feinberg and Beam) was fully vested in their AEP Supplemental Benefit Plan benefit. Ms. Kelly did not become eligible to participate in this benefit prior to her employment termination. CSW Executive Retirement Plan. The CSW Executive Retirement Plan is a nonqualified defined benefit pension plan. It generally provides eligible participants with benefits that are in excess of those provided under the terms of the former CSW Retirement Plan (which was merged into the AEP Retirement Plan) as determined upon the participant’s termination of employment. The excess benefits are calculated without regard to the limitations imposed by the Internal Revenue Code on annual compensation and annual benefits. As of December 31, 2023, Mr. Akins was fully vested in his CSW Executive Retirement Plan benefit.

  84. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023 Overview. AEP maintains non-qualified deferred compensation plans that allow eligible employees, including the named executive officers, to defer receipt of a portion of their base salary, annual incentive compensation and performance share awards. The plans are unfunded. Participants have an unsecured contractual commitment from the Company to pay the amounts due under these plans from the general assets of the Company. AEP maintains the following non-qualified deferred compensation plans for eligible employees: •The American Electric Power System Supplemental Retirement Savings Plan (SRSP); •The American Electric Power System Incentive Compensation Deferral Plan (ICDP); and •The American Electric Power System Stock Ownership Requirement Plan (SORP). The following table provides information regarding contributions, earnings and balances for our named executive officers under AEP’s three non-qualified deferred compensation plans which are each further described below.

  85. Nonqualified Deferred Compensation for 2023

    | Name | Plan Name | Executive Contributions in Last FY(1)($) | Registrant Contributions in Last FY(2)($) | Aggregate Earnings in Last FY(3)($) | Aggregate Withdrawals/Distributions($) | Aggregate Balance at Last FYE(4)($) | | Julia A. Sloat | SRSP | 112,396 | 84,297 | 64,672 | — | 760,995 | | | SORP | 395,348 | — | (226,375) | — | 1,741,303 | | Charles E. Zebula | SRSP | 60,754 | 45,565 | 124,866 | — | 2,616,037 | | | SORP | — | — | (346,430) | — | 2,982,757 | | David M. Feinberg | SRSP | 73,223 | 54,917 | 68,110 | — | 1,453,486 | | | SORP | — | — | (399,827) | — | 3,272,480 | | Christian T. Beam | SRSP | 40,465 | 30,349 | 14,031 | — | 323,210 | | | SORP | — | — | (59,480) | — | 486,825 | | Peggy I. Simmons | SRSP | 34,650 | 22,275 | 8,180 | — | 202,357 | | | SORP | — | — | (44,314) | — | 362,699 | | Nicholas K. Akins | SRSP | 250,892 | 188,169 | 207,759 | 200,371 | 4,211,721 | | | ICDP | — | — | 231,552 | — | 819,141 | | | SORP | — | — | (1,341,102) | — | 10,976,559 | | Ann P. Kelly | SRSP | 9,391 | 7,043 | 379 | — | 16,814 |

  86. Nonqualified Deferred Compensation for 2023

    (1)The amounts set forth under “Executive Contributions in Last FY” for the SRSP are reported in the Summary Compensation Table as either (i) Salary for 2023 or (ii) the Non-Equity Incentive Plan Compensation for 2022 which was paid or deferred in 2023. (2)The amounts set forth under “Registrant Contributions in Last FY” for the SRSP are reported in the All Other Compensation column of the Summary Compensation Table. (3)No amounts set forth under “Aggregate Earnings in Last FY” have been reported in the Summary Compensation Table as there were no above market or preferential earnings credited to any named executive officer’s account in any of the plans. (4)The amounts set forth in the “Aggregate Balance at Last FYE” column for the SRSP include the SRSP amounts reported in the “Executive Contributions in Last FY” and “Registrant Contributions in Last FY” columns. In addition, the “Aggregate Balance at Last FYE” for the SRSP includes the following amounts previously reported in the Summary Compensation Table for prior years: $618,676 for Ms. Sloat, $278,645 for Mr. Zebula, $1,097,858 for Mr. Feinberg, and $2,774,789 for Mr. Akins. In addition, the “Aggregate Balance at Last FYE” for the SORP includes the following amounts previously reported in the Summary Compensation Table for prior years: $1,059,456 for Ms. Sloat, $1,617,064 for Mr. Feinberg and $2,670,419 for Mr. Akins. Supplemental Retirement Savings Plan. This plan allows eligible participants to save on a pre-tax basis and to continue to receive Company matching contributions beyond the limits imposed by the Internal Revenue Code on qualified plans of this type. •Participants can defer up to 50 percent of their base salary and annual incentive award in excess of the IRS eligible compensation limit for qualified plans, which was $330,000 for 2023. •The Company matches 100 percent of the participant’s contributions up to 1 percent of eligible compensation and 70 percent of the participant’s contributions from the next 5 percent of eligible compensation for a total Company match of up to 4.5% of eligible compensation. •Participants may not withdraw any amount credited to their account until their termination of employment with AEP. Participants may elect a distribution of their account as a lump-sum or annual installment payments over a period of up to 10 years. Participants may delay the commencement of distributions for up to five years from the date of their termination of employment. •Participants may direct the investment of their plan account among the core investment options that are available to all employees in AEP’s qualified Retirement Savings Plan and one additional option that provides interest at a rate reset effective each January 1 at 120 percent of the applicable federal long-term rate with monthly compounding for the immediately preceding December. There are not any above-market or preferential earnings with respect to the Supplemental Retirement Savings Plan’s investment options. Incentive Compensation Deferral Plan. This plan allows eligible employees to defer payment of up to 80 percent of vested performance shares. •AEP does not offer any matching contributions under this plan. •Vested performance shares that are deferred into this plan are tracked as phantom stock units and credited with dividend equivalent stock units for an additional six months following the vested date. After this 6-month period, the stock unit value balances are credited to the AEP Stock Fund. Once balances are transferred to the AEP Stock Fund, participants may direct the investment of this balance among the core investment options that are available to all employees in AEP’s qualified Retirement Savings Plan. There are not any above-market or preferential earnings with respect to the Incentive Compensation Deferral Plan. •Participants may not withdraw any amount credited to their account until their termination of employment with AEP other than participants who have a pre-2005 account balance may make one in-service withdrawal from such balance prior to their termination of employment. The withdrawal amount would be subject to a plan-imposed 10 percent withdrawal penalty. Participants may elect among the same payment options for the distributions of their account value as described above for the Supplemental Retirement Savings Plan’s investment options. Stock Ownership Requirement Plan. This plan assists executives in achieving their minimum stock ownership requirements. It does this primarily by tracking the executive’s AEP Career Shares, which are a form of deferred compensation that are unfunded and unsecured general obligations of AEP. The rate of return on AEP Career Shares is equivalent to the total return on AEP stock with dividends reinvested. Participants may not withdraw any amount credited to their account until 6 months after their termination of employment with AEP. Participants may elect among the same payment options for the distribution of their AEP Career Shares as described above for the Supplemental Retirement Savings Plan. AEP Career Shares are distributed in AEP common shares.

  87. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control The Company has entered into agreements and maintains plans that will require the Company to provide compensation to the named executive officers in the event of a termination of their employment or a change in control of the Company. Actual payments will depend on the circumstances and timing of any termination of employment or change of control. In addition, in connection with any actual termination or change in control transaction, the Company may enter into agreements or establish arrangements that provide additional or alternative benefits or amounts from those described below. The agreements and plans summarized below are complex legal documents with terms and conditions having precise meanings, which are designed to address many possible but currently hypothetical situations. Severance. AEP currently provides full-time employees, including the named executive officers, with severance benefits under the General Severance Plan if their employment is terminated as the direct result of a restructuring or downsizing (Severance-Eligible Employees) and the employee releases AEP from claims against the Company that may be lawfully released. These severance benefits include: •A lump sum severance payment equal to two weeks of base pay for each year of Company service, with a maximum of 52 weeks and a minimum of eight weeks for employees with at least one year of AEP service; •Continued eligibility for medical and dental benefits at active employee rates for up to 12 months or until the participant becomes eligible for coverage from another employer, whichever occurs first; •For employees who are at least age 50 with 10 years of AEP service who were hired or last rehired prior to January 1, 2014 and who do not qualify for AEP’s retiree medical benefits or who will be bridged to such retiree benefit eligibility (described below), AEP also provides medical and dental benefit eligibility at rates equivalent to those provided to retirees until age 65 or until the participant becomes eligible for coverage from another employer, whichever occurs first; and Severance-Eligible Employees who have enough weeks of severance (up to one year) and vacation to cover a period that would allow them to become eligible for retiree medical benefits, which is available to those employees who are at least age 55 with at least 10 years of AEP service (Retirement-Eligible Employees), are retained as employees on a paid leave of absence until they become retirement eligible. This benefit applies in lieu of severance and unused vacation payments that these employees would otherwise receive. The Company pays any remaining severance and vacation pay at the time of their retirement. This delay of an employee’s termination date does not apply to the plans providing nonqualified deferred compensation nor to outstanding long-term incentive awards, which define a participant’s termination date by reference to Internal Revenue Code Section 409A. Severance-Eligible Employees also receive outplacement services. The incremental cost of those services may be up to $15,650 for the named executive officers. A Severance-Eligible executive’s termination entitles that executive to a pro-rata portion of any outstanding unvested performance shares that the executive has held for at least six months. The pro-rated performance shares will not become payable until the end of the performance period and remain subject to all performance objectives. A severed executive who timely executes a release of all claims is entitled to vesting of a pro-rata portion of any restricted stock units to the extent not already vested and paid. The pro-rata portion of both performance shares and restricted stock units that vests under these circumstances is equal to the number of whole months of the vesting period that the participant has worked upon their employment termination divided by the number of whole months in the longest vesting period for each award, provided that the pro-rata portion of restricted stock units is then reduced by the portion that has already been vested and paid. Severance-Eligible executive officers may continue financial counseling and tax preparation services for one year following their termination up to a maximum annual incremental cost to the Company of $20,000 plus related incidental expenses of the financial or tax advisor. The Company also has an Executive Severance Plan (Executive Severance Plan) that provides severance benefits to selected officers of the Company, including the named executive officers, subject to the executive’s agreement to comply with the provisions of the plan, including confidentiality, non-solicitation, cooperation and non-disparagement provisions during and after their AEP employment. Benefits under the Executive Severance Plan are conditioned on the participant’s execution of an agreement releasing all claims against the Company that may be lawfully released and committing the participant to a non- competition obligation for two-years for the CEO and one-year for all other participants. Executives may become eligible for benefits under both the General Severance Plan described above and the Executive Severance Plan; however, in that event, the cash severance benefits provided under the Executive Severance Plan are reduced by any amounts provided under the General Severance Plan. Benefits under the Executive Severance Plan would be triggered by a resignation for “good reason” or an involuntary termination by the Company without “cause” (each as defined below). The term “cause” with respect to the Executive Severance Plan means: (i)Failure or refusal to perform a substantial part of the executive’s assigned duties and responsibilities following notice and a reasonable opportunity to cure (if such failure is capable of cure); (ii)Commission of an act of willful misconduct, fraud, embezzlement or dishonesty either in connection with the executive’s duties to the Company or which otherwise is injurious to the best interest or reputation of the Company; (iii)Repeated failure to follow specific lawful directions of the Board or any officer to whom the executive reports; (iv)A violation of any of the material terms and conditions of any written agreement or agreements the executive may from time to time have with the Company; (v)A material violation of any of the rules of conduct of behavior of the Company; (vi)Conviction of, or plea of guilty or nolo contendere to, (A) a felony, (B) a misdemeanor involving an act of moral turpitude, or (C) a misdemeanor committed in connection with the executive’s employment with the Company which is injurious to the best interest or reputation of the Company; or (vii)Violation of any applicable confidentiality, non-solicitation, or non-disparagement covenants or obligations relating to the Company (including the provisions to which the executive agreed when enrolling in the plan). An executive’s termination of employment that triggers benefits under his or her change in control agreement (described in the next section) or due to mandatory retirement, disability or death or in connection with a transaction where the executive becomes employed by a purchaser employer would not be considered an involuntary termination that may trigger the payment of benefits under the Executive Severance Plan.

  88. Potential Payments Upon Termination of Employment or Change in Control

    An executive would have “good reason” for resignation under the Executive Severance Plan if there is any reduction in the executive’s then current annual base salary without the executive’s consent; provided, however, that a uniform percentage reduction of 10% or less in the annual base salary of all executives participating in the Executive Severance Plan who are similarly situated would not be considered good reason for resignation. Also, the Company must be given 10 days following receipt of written notice from the executive to restore the executive’s base salary before his or resignation may trigger plan benefits. If benefits under the Executive Severance Plan are triggered, the CEO would receive two times their base salary and target annual incentive award payable over two years and the other named executive officers would receive one times their base salary and target annual incentive payable over one year. In addition, a pro-rated portion of their outstanding unvested performance shares and RSUs would vest. The pro-rated performance shares do not become payable until the end of the applicable 3-year performance period and remain subject to all performance objectives. Change In Control. AEP defines “change in control” under its change in control agreements and Long-Term Incentive Plan as: •The acquisition by any person of the beneficial ownership of securities representing more than one-third of AEP’s voting stock; •A merger or consolidation of AEP with another corporation unless AEP’s voting securities outstanding immediately before such merger or consolidation continue to represent at least two-thirds of the total voting power of the surviving entity outstanding immediately after such merger or consolidation; or •Approval by the shareholders of the liquidation of AEP or the disposition of all or substantially all of the assets of AEP. AEP has a change in control agreement with each of the named executive officers that is triggered if there is a Qualifying Termination of the named executive officer’s employment. A “Qualifying Termination” for this purpose generally occurs when the executive’s employment is terminated in connection with that change in control (i) by AEP without “cause” or (ii) by the named executive officer for “good reason,” each as defined below. Such termination must be no later than two years after the change in control. These agreements provide for: •A lump sum payment equal to 2.99 times or 2.0 times (as applicable) the named executive officer’s annual base salary plus target annual incentive compensation award under the annual incentive program in effect at the time of termination; and •Outplacement services. The term “cause” with respect to AEP’s change in control agreements means: (i)The willful and continued failure of the executive to perform the executive’s duties after a written demand for performance is delivered to the executive by the Board; or (ii)The willful conduct or omission by the executive, which the Board determines to be illegal; gross misconduct that is injurious to the Company; or a breach of the executive’s fiduciary duty to the Company. The term “good reason” with respect to AEP’s change in control agreements means: (i)An adverse change in the executive’s status, duties or responsibilities from that in effect immediately prior to the change in control; (ii)The Company’s failure to pay in a timely fashion the salary or benefits to which the executive is entitled under any employment agreement in effect on the date of the change in control; (iii)The reduction of the executive’s salary as in effect on the date of the change in control; (iv)Any action taken by the Company that would substantially diminish the aggregate projected value of the executive’s awards or benefits under the Company’s benefit plans or policies; (v)A failure by the Company to obtain from any successor the assent to the change in control agreement; or (vi)The relocation, without the executive’s prior approval, of the office at which the executive is to perform services to a location that is more than fifty (50) miles from its location immediately prior to the change in control. The Company must be given notice and an opportunity to cure any of these circumstances before they would be considered to be “good reason.” All awards under the Long-Term Incentive Plan vest upon a “Qualifying Termination” of a participant which may occur coincident with or within one year after a change in control. The term “Qualifying Termination” with respect to long-term incentive awards generally is the same as that described for the change in control agreements, except that an executive’s mandatory retirement (generally at age 65) is explicitly excluded, and “Cause” is defined more broadly to encompass: (i)Failure or refusal to perform assigned duties and responsibilities in a competent or satisfactory manner; (ii)Commission of an act of dishonesty, including, but not limited to, misappropriation of funds or any property of AEP; (iii)Engagement in activities or conduct injurious to the best interest or reputation of AEP; (iv)Insubordination; (v)Violation of any material term or condition of any written agreement with AEP; (vi)Violation of any of AEP’s rules of conduct of behavior; (vii)Commission of a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with employment at AEP which is injurious to the best interest or reputation of AEP; or (viii)Disclosure, dissemination, or misappropriation of confidential, proprietary, and/or trade secret information. In addition, performance shares would be deemed to have been fully earned at 100 percent of the target score upon a “Qualifying Termination” within one year following a change in control. The value of each vested performance share following a “Qualifying Termination” would be (1) the closing price of a share of AEP common stock on the date of the Qualifying Termination or (2) if the date of the Qualifying Termination is coincident with the change in control and if the change in control is the result of a tender offer, merger or sale of all or substantially all of the assets of AEP, the price paid per share of common stock in that transaction. The AEP Supplemental Benefit Plan also provides that all accrued supplemental retirement benefits to the extent then unvested become fully vested upon a change in control.

  89. For Julia A. Sloat

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change In Control | Death | | Compensation: | | | | | | | Base Salary ($1,200,000)(1) | $— | $2,400,000 | $— | $3,588,000 | $— | | Annual Incentive for Completed Year(2) | $— | $— | $— | $937,528 | $937,528 | | Other Payment for Annual Incentives(3) | $— | $1,680,000 | $— | $3,360,000 | $— | | Long-Term Incentives:(4) | | | | | | | 2022 - 2024 Performance Shares(5) | $— | $909,989 | $— | $1,364,983 | $909,989 | | 2023 - 2025 Performance Shares(5) | $— | $1,814,022 | $— | $5,442,065 | $1,814,022 | | 2021 Restricted Stock Units | $— | $101,679 | $— | $152,044 | $152,044 | | 2022 Restricted Stock Units | $— | $143,482 | $— | $303,194 | $303,194 | | 2023 Restricted Stock Units | $— | $959,020 | $— | $1,138,055 | $1,138,055 | | Restricted Stock Units | $— | $588,340 | $— | $1,814,049 | $1,814,049 | | Benefits: | | | | | | | Financial Counseling | $— | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services(6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $— | $8,632,182 | $— | $18,135,568 | $7,088,881 |

  90. For Charles E. Zebula

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change In Control | Death | | Compensation: | | | | | | | Base Salary ($700,000)(1) | $— | $700,000 | $— | $2,093,000 | $— | | Annual Incentive for Completed Year(2) | $286,242 | $286,242 | $— | $286,242 | $286,242 | | Other Payment for Annual Incentives(3) | $— | $560,000 | $— | $1,674,400 | $— | | Long-Term Incentives:(4) | | | | | | | 2022 - 2024 Performance Shares(5) | $657,178 | $657,178 | $— | $985,767 | $657,178 | | 2023 - 2025 Performance Shares(5) | $294,774 | $294,774 | $— | $884,323 | $294,774 | | 2021 Restricted Stock Units | $— | $82,606 | $— | $123,454 | $123,454 | | 2022 Restricted Stock Units | $— | $103,626 | $— | $218,969 | $218,969 | | 2023 Restricted Stock Units | $— | $95,594 | $— | $294,747 | $294,747 | | 2023 CFO Promotion Restricted Stock Units | $— | $327,512 | $— | $1,637,558 | $1,637,558 | | Benefits: | | | | | | | Financial Counseling | $20,000 | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services(6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $1,258,194 | $3,143,182 | $— | $8,234,110 | $3,532,922 |

  91. For David M. Feinberg

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change In Control | Death | | Compensation: | | | | | | | Base Salary ($746,000)(1) | $— | $746,000 | $— | $2,230,540 | $— | | Annual Incentive for Completed Year(2) | $— | $— | $— | $313,733 | $313,733 | | Other Payment for Annual Incentives(3) | $— | $559,500 | $— | $1,672,905 | $— | | Long-Term Incentives:(4) | | | | | | | 2022 - 2024 Performance Shares(5) | $— | $758,324 | $— | $1,137,486 | $758,324 | | 2023 - 2025 Performance Shares(5) | $— | $340,122 | $— | $1,020,367 | $340,122 | | 2021 Restricted Stock Units | $— | $95,308 | $— | $142,541 | $142,541 | | 2022 Restricted Stock Units | $— | $119,569 | $— | $252,675 | $252,675 | | 2023 Restricted Stock Units | $— | $110,319 | $— | $340,149 | $340,149 | | Benefits: | | | | | | | Financial Counseling | $— | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services(6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $— | $2,764,792 | $— | $7,146,046 | $2,167,544 |

  92. For Christian T. Beam

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change In Control | Death | | Compensation: | | | | | | | Base Salary ($585,000)(1) | $— | $585,000 | $— | $1,170,000 | $— | | Annual Incentive for Completed Year(2) | $— | $— | $— | $262,383 | $262,383 | | Other Payment for Annual Incentives(3) | $— | $468,000 | $— | $936,000 | $— | | Long-Term Incentives:(4) | | | | | | | 2022 - 2024 Performance Shares(5) | $— | $189,567 | $— | $284,351 | $189,567 | | 2023 - 2025 Performance Shares(5) | $— | $272,114 | $— | $816,342 | $272,114 | | 2021 Restricted Stock Units | $— | $23,818 | $— | $35,574 | $35,574 | | 2022 Restricted Stock Units | $— | $29,892 | $— | $63,189 | $63,189 | | 2023 Restricted Stock Units | $— | $88,245 | $— | $272,087 | $272,087 | | Benefits: | | | | | | | Financial Counseling | $— | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services(6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $— | $1,692,286 | $— | $3,875,576 | $1,114,914 |

  93. For Peggy I. Simmons

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change In Control | Death | | Compensation: | | | | | | | Base Salary ($585,000)(1) | $— | $585,000 | $— | $1,170,000 | $— | | Annual Incentive for Completed Year(2) | $— | $— | $— | $262,383 | $262,383 | | Other Payment for Annual Incentives(3) | $— | $468,000 | $— | $936,000 | $— | | Long-Term Incentives:(4) | | | | | | | 2022 - 2024 Performance Shares(5) | $— | $144,084 | $— | $216,126 | $144,084 | | 2023 - 2025 Performance Shares(5) | $— | $272,114 | $— | $816,342 | $272,114 | | 2021 Restricted Stock Units | $— | $18,102 | $— | $26,965 | $26,965 | | 2022 Restricted Stock Units | $— | $22,697 | $— | $47,920 | $47,920 | | 2023 Restricted Stock Units | $— | $88,245 | $— | $272,087 | $272,087 | | Benefits: | | | | | | | Financial Counseling | $— | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services(6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $— | $1,633,892 | $— | $3,783,473 | $1,045,553 |

  94. CEO Pay Ratio

    CEO Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer as of December 31, 2023 to the median of the annual total compensation of all of our employees (except for the CEO). We identified the median employee in 2023 by first determining the total base pay, annual incentive compensation and 401(k) Company match for each employee who was employed by us on December 31, 2023. We moved the effective date for this determination from October 31 to December 31 due to a payroll system conversion that would have made the prior date a more difficult option. Based on this compensation measure, we identified the median employee from among our entire employee population. After identifying the median employee, we calculated annual total 2023 compensation for such employee using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table in this proxy statement. Ms. Sloat, who was Chair, President and CEO as of December 31, 2023, had 2023 annual total compensation of $10,633,745 as reflected in the Summary Compensation Table included in this Proxy Statement. The 2023 annual total compensation of our median employee (other than the CEO) was $121,286. The median employee’s total compensation includes base wages, any overtime earnings, annual incentive compensation, the change in the present value of the employee’s pension benefits and the Company’s matching contributions to the retirement savings plan. Based on the foregoing, our estimate of the 2023 ratio of the annual total compensation of our CEO to the median annual total compensation of all our employees (other than the CEO) was 88 to 1. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, and the employee populations of each Company necessarily reflect their business mix, insourcing vs. outsourcing decisions and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company, as other companies have different employee populations and compensation practices and may utilize different methodologies, estimates and assumptions in calculating their pay ratios.

  95. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain measures of the financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis beginning on page 48.

  96. Pay Versus Performance

    | | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions)(7) | Operating Earnings Per Share(8) | | Year | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $10,633,745 | $7,505,424 | $3,234,865 | $54,738 | $98.94 | $117.67 | $2,212.6 | $5.25 | | 2022 | $16,375,508 | $21,518,114 | $3,069,010 | $3,245,587 | $111.14 | $126.63 | $2,305.6 | $5.09 | | 2021 | $15,051,215 | $18,719,493 | $3,372,510 | $2,978,593 | $100.69 | $123.78 | $2,488.1 | $4.74 | | 2020 | $15,503,434 | $10,547,820 | $3,975,937 | $2,724,914 | $90.97 | $103.13 | $2,196.7 | $4.43 |

  97. Pay Versus Performance

    (1)“PEO” means Principal Executive Officer, which was Julie A. Sloat for 2023 and Nicholas K. Akins for 2022, 2021 and 2020. Ms. Sloat replaced Mr. Mr. Akins as CEO effective January 1, 2023, at which point Mr. Akins became Executive Chair. The dollar amounts reported in column (b) are the amounts of total compensation reported for the applicable PEO for 2022, 2021 and 2020 for the corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to the SCT in the proxy statement for each year for further information. (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” or “CAP” for Ms. Sloat or Mr. Akins, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Sloat or Mr. Akins during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Sloat’s or Mr. Akins’ Total Compensation shown in the SCT for the applicable year to calculate “CAP”:

  98. Pay Versus Performance

    | | Reported Summary Compensation Table Total | Reported Stock Awards (A) | Equity Award Adjustments (B) | Reported Change in Pension Value (C) | Pension Benefit Adjustments (D) | Operating Earnings Per Share(8) | | Year | | | | | | | | 2023 | $10,633,745 | $(8,321,524) | $5,324,783 | $(210,263) | $78,683 | $5.25 | | 2022 | $16,375,508 | $(10,824,690) | $15,998,849 | $(204,063) | $172,510 | $5.09 | | 2021 | $15,051,215 | $(9,976,149) | $13,937,070 | $(461,732) | $169,089 | $4.74 | | 2020 | $15,503,434 | $(9,615,116) | $5,206,247 | $(698,612) | $151,867 | $4.43 |

  99. Pay Versus Performance

    (A) This column reflects the total grant date fair value of equity awards reported in the “Stock Awards” column in the SCT for the applicable year for Ms. Sloat for 2023 and Mr. Akins for 2022, 2021 and 2020. Neither Ms. Sloat nor Mr. Akins received any stock option awards in the years shown. (B) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: i.The year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; ii.The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; iii.For awards that are granted and vest in same applicable year, of which there were not any for Ms. Sloat or Mr. Akins, the fair value as of the vesting date; iv.For awards granted in prior years that had all applicable vesting conditions satisfied in the applicable year, the change in fair value as of the vesting date (from the end of the prior fiscal year); v.For awards granted in prior years that are determined to permanently not meet the applicable vesting conditions during the applicable year, of which there were none for Ms. Sloat or Mr. Akins, a deduction equal to the fair value at the end of the prior fiscal year; and vi.The dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year, of which there were none for Ms. Sloat or Mr. Akins. The valuation methodology used to determine valuation assumptions and calculate fair values for the TSR portion of the Company’s performance units is consistent with those previously disclosed for the calculation of grant date values and was calculated in accordance with FASB ASC Topic 718 by an independent third party. See Note 15 to the Consolidated Financial Statements included in our Form 10-K for the applicable year for a discussion of the relevant assumptions used in calculating the grant date fair values of equity awards. The EPS and non-emitting generating capacity measures in the Company’s performance shares were valued using target scores as of the grant date, the Company’s projected score for each measure for valuation dates within the performance period, and the actual score for vested awards. These scores were multiplied by the closing share price of AEP common stock on the vesting date or at year end, as applicable, and by number of shares or units then outstanding associated with the weight assigned to each performance measure, including shares or units due to dividend credits. The prorated portion of performance shares that vest due to the elimination of an executive’s position and separation from AEP service as the result of a consolidation, reorganization, restructuring or downsizing or under circumstances that give rise to Executive Severance Plan Benefits are treated as unvested until the end of the performance period for the purpose of calculating “CAP”. The unrestricted but not yet payable shares granted to Mr. Akins in 2023 were also treated as unvested shares on that date. The amounts deducted or added in calculating the equity award adjustments are as follows:

  100. Pay Versus Performance

    | | Year End Fair Value of Equity Award Granted in Year Shown | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | Year | | | | | | | | | 2023 | $6,788,470 | $(872,237) | $— | $(591,451) | $— | $— | $5,324,783 | | 2022 | $14,002,330 | $1,846,351 | $— | $150,168 | $— | $— | $15,998,849 | | 2021 | $12,066,172 | $371,547 | $— | $1,499,351 | $— | $— | $13,937,070 | | 2020 | $7,977,798 | $(1,451,439) | $— | $(1,320,113) | $— | $— | $5,206,247 |

  101. Pay Versus Performance

    (C) The amounts included in this column are the Change in Pension Value amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the applicable year. Neither Ms. Sloat nor Mr. Akins received preferential or above-market earnings on deferred compensation for any of the years shown. (D) The total pension benefit adjustment for each applicable year includes the aggregate of two components: (i) the actuarially determined service cost for services rendered by Ms. Sloat or Mr. Akins during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), of which there were none. In each case, the adjustments are calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  102. Pay Versus Performance

    | Year / Plan | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2023 | | | | | AEP Retirement Plan | $14,385 | $— | $14,385 | | AEP Supplemental Benefit Plan | $64,298 | $— | $64,298 | | 2023 Total | $78,683 | $— | $78,683 | | 2022 | | | | | AEP Retirement Plan | $23,676 | $— | $23,676 | | CSW Executive Retirement Plan | $148,834 | $— | $148,834 | | 2022 Total | $172,510 | $— | $172,510 | | 2021 | | | | | AEP Retirement Plan | $23,999 | $— | $23,999 | | CSW Executive Retirement Plan | $145,090 | $— | $145,090 | | 2021 Total | $169,089 | $— | $169,089 | | 2020 | | | | | AEP Retirement Plan | $22,979 | $— | $22,979 | | CSW Executive Retirement Plan | $128,888 | $— | $128,888 | | 2020 Total | $151,867 | $— | $151,867 |

  103. Pay Versus Performance

    (3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Ms. Sloat for 2023 and Mr. Akins for 2020-2022) in the “Total” column of the SCT in the applicable year. Refer to the SCT in the proxy statement for each year for further information. The names of each of the NEOs (excluding Ms. Sloat for 2023 and Mr. Akins for 2020-2022) included for purposes of calculating the average amounts in each applicable year are as follows: 2023: Charles E. Zebula, David M. Feinberg, Christian T. Beam, Peggy I. Simmons, Nicholas K. Akins, and Ann P. Kelly 2022: Julia A. Sloat, Ann P. Kelly, David M. Feinberg, Charles E. Zebula, Paul Chodak III, and Lisa M. Barton 2021: Julia A. Sloat, Lisa M. Barton, David M. Feinberg, Charles E. Zebula, Brian X. Tierney, and Mark C. McCullough 2020: Brian X. Tierney, Lisa M. Barton, David M. Feinberg, and Lana L. Hillebrand (4)The dollar amounts reported in column (e) represent the average amount of “CAP” for the NEOs as a group (excluding Ms. Sloat for 2023 and Mr. Akins for 2020- 2022), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Ms. Sloat for 2023 and Mr. Akins for 2020-2022) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Ms. Sloat for 2023 and Mr. Akins for 2020-2022) for each year to determine the “CAP”, using the same methodology described above in Note 2:

  104. Pay Versus Performance

    | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Stock Awards | Average Equity Award Adjustments (A) | Average Reported Change in Pension Value | Average Pension Benefit Adjustments (B) | Average Compensation Actually Paid “CAP” to Non-PEO NEOs | | Year | | | | | | | | 2023 | $3,234,865 | $(1,825,263) | $(1,218,451) | $(211,962) | $75,549 | $54,738 | | 2022 | $3,069,010 | $(1,896,237) | $2,019,808 | $(2,514) | $55,520 | $3,245,587 | | 2021 | $3,372,510 | $(1,903,587) | $1,517,671 | $(63,057) | $55,056 | $2,978,593 | | 2020 | $3,975,937 | $(1,745,503) | $709,359 | $(278,008) | $63,130 | $2,724,914 |

  105. Pay Versus Performance

    (A) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  106. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Award | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $1,354,725 | $(554,215) | $14,510 | $(750,710) | $(1,282,762) | $— | $(1,218,451) | | 2022 | $1,916,756 | $222,215 | $28,346 | $36,593 | $(184,101) | $— | $2,019,808 | | 2021 | $1,487,311 | $48,144 | $215,087 | $222,189 | $(455,060) | $— | $1,517,671 | | 2020 | $1,344,554 | $(357,232) | $125,000 | $(278,587) | $(124,375) | $— | $709,359 |

  107. Pay Versus Performance

    (B) The amounts deducted or added in calculating the total pension benefit adjustments are as follows:

  108. Pay Versus Performance

    | Year / Plan | Average Service Cost | Average Prior Service Cost | Average Total Pension Benefit Adjustments | | 2023 | | | | | AEP Retirement Plan | $18,505 | $— | $18,505 | | AEP Supplement Benefit Plan | $57,044 | $— | $57,044 | | 2023 Total | $75,549 | $— | $75,549 | | 2022 | | | | | AEP Retirement Plan | $15,227 | $— | $15,227 | | AEP Supplement Benefit Plan | $40,293 | $— | $40,293 | | 2022 Total | $55,520 | $— | $55,520 | | 2021 | | | | | AEP Retirement Plan | $12,220 | $— | $12,220 | | AEP Supplement Benefit Plan | $42,836 | $— | $42,836 | | 2021 Total | $55,056 | $— | $55,056 | | 2020 | | | | | AEP Retirement Plan | $14,110 | $— | $14,110 | | AEP Supplement Benefit Plan | $49,020 | $— | $49,020 | | 2020 Total | $63,130 | $— | $63,130 |

  109. Pay Versus Performance

    (5)Total shareholder return (TSR) reflects the value at the end of the year shown of $100 invested in the Company’s common stock at the closing market price on the last trading day immediately prior to first year shown. This provides a cumulative TSR value that incorporates both the appreciation or depreciation of the Company’s stock price and the value of dividends, which are assumed to have been reinvested in additional AEP shares. TSR for this purpose was calculated and provided by Bloomberg L.P. as of December 31, 2023. Past performance is not a guarantee of future results. (6)Represents the market-capitalization weighted average TSR of the S&P Electric Utilities (SP833) that was also used for the stock performance graph required by Item 201(e) of Regulation S-K in our Annual Report for the year ended December 31, 2023. This is an index of peer companies provided by S&P Dow Jones Indices LLC for which the TSR was calculated and provided by Bloomberg L.P. as of December 31, 2023. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)Operating earnings per share is a non-GAAP financial measure. Exhibit A to the proxy statement for the corresponding year contains a full reconciliation of GAAP earnings per share to non-GAAP operating earnings per share for that year. For purposes of Item 402(v) of Regulation S-K, the Company has determined that operating earnings per share is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link “CAP” of the Company’s NEOs to Company performance for the most recent two fiscal years. This performance measure may not have been the most important financial performance measure for 2020 or 2021 and the Company may determine a different financial performance measure to be the most important financial performance measure in future years.