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Board Facts Sheet

Board of Directors InformationValue
Size of Board12
Average Age of Directors63
Number of Independent Directors11
Separate Chair & CEOYes
Independent ChairYes
Independent Audit CommitteeYes
Number of Financial Experts on the Audit Committee6
Independent Compensation CommitteeYes
Independent Corporate Governance CommitteeYes
Number of Scheduled Board MeetingsAt least 5
Annual Board ElectionsYes
Corporate Governance Guidelines Approved by the BoardYes
Outside Directors Hold Meetings Without Management PresentYes
Annual Board Self-Evaluation RequiredYes
Annual Review of Independence of BoardYes
Key Committee Self Evaluations RequiredYes
Charters for Audit, Corporate Governance, Executive, Finance, Human Resources, Nuclear Oversight, Policy and Technology CommitteesYes
Board Orientation/Education ProgramYes
Code of EthicsYes
Proxy Access and Universal Proxy for Director NominationsYes
Annual Shareholder Outreach ProgramYes
Directors Elected by the Vote of a Majority of Votes Cast in Uncontested ElectionYes
Director Stock Ownership and Holding RequirementsYes
Executive Stock Ownership and Holding RequirementsYes
Charter Poison PillNo
Data as of October 22, 2024.

Frequently Asked Questions

You can contact any of our directors, including our lead director, by writing to them c/o American Electric Power Company, Inc., Attention: AEP Non-Management Directors, P.O. Box 163609, Columbus, Ohio 43216.

Yes. Sara Martinez Tucker is our independent chair.

In evaluating candidates for Board membership, the Committee on Directors and Corporate Governance reviews each candidate's biographical information and assesses each candidate's skills and expertise based on a variety of factors. See Criteria for Evaluating Directors for a discussion on the specific traits and experience that the Directors and Corporate Governance Committee considers when evaluating candidates for initial nomination as directors.

If you would like to suggest an individual, you must submit a notice which must include your name, address, number of shares you own, the name, age, business address, residence address and principal occupation of the individual and the number of shares beneficially owned by the individual. It must also include all the information required in AEP's Policy on Consideration of Candidates for Director Recommended by Shareholders. Our Secretary will initially gather relevant information on the individual and forward the information to the Committee on Directors and Corporate Governance. If requested by the Committee, our Secretary will do an initial interview of the individual.

Yes. The non-employee members of the Board meet in executive session at each Board meeting, without any members of AEP management present. The lead director chairs these sessions.

Yes, as of October 22, 2024, 11 out of 12 directors are independent.

Yes. Information on our Board of Directors and governance practices can be found in our Principles of Corporate Governance.

All our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer abide by our Principles of Business Conduct, to ensure that our business is conducted in a consistently legal and ethical manner.

The members of our Board of Directors are required to comply with the Code of Business Conduct and Ethics for Members of the Board of Directors (the Code). The Code covers all areas of professional conduct relating to service on the AEP Board, including conflicts of interest, unfair or unethical use of corporate opportunities, strict maintenance of confidential information and compliance with all applicable laws and regulations.

The Board has at least five regularly scheduled meetings each year. One of these meetings is a 2-day meeting that focuses on strategic planning. Most of the meetings are held in Columbus, Ohio and generally at least one of the meetings is typically held at another location within the AEP System, which gives the directors an opportunity to increase their exposure to our business operations and local management.

Yes. The Company conducts a formal orientation program for all new directors, which includes meetings with each of our executive officers. The directors are also provided numerous written materials about our industry and our company.

The Board's Committee on Directors and Corporate Governance is responsible for overseeing the Company's shareholder engagement process. Our independent chair (or lead director if that role exists) plays a central role in our Board's shareholder engagement efforts. Each year, our management team contacts the Company's 25 largest shareholders and offers to engage with these investors. Our independent chair (or lead director if that role exists) and members of management have discussions with interested shareholders on a variety of corporate governance issues. Views of these shareholders are shared with the Board's Committee on Directors and Corporate Governance.