American Electric Power : 2025 Annual Meeting Proxy Statement

Published: 2025-03-25 10:52:06 ET AEP

Notice of Annual Meeting & Proxy Statement 2025

Dear Shareholders,

This year's Annual Meeting will be held exclusively via live webcast on Tuesday, April 29, 2025, at 9:00 a.m. Eastern Time at meetnow.global/AEP2025. We believe this online format will expand our ability to connect with shareholders from all over the world while still providing you the same opportunities to vote and ask questions as an in-person meeting. An audio broadcast of the Annual Meeting also will be available toll-free at 855-761-5600, confirmation code 1125230. Details about how to participate in the live webcast of the Annual Meeting, as well as the items to be voted on, are described in the accompanying Notice of 2025 Annual Meeting of Shareholders, Voting Information and Rules of Conduct for the Annual Meeting.

Your Board of Directors and I cordially invite you to attend our virtual meeting. Registration will begin at 8:40 a.m. Eastern Time. Only shareholders who owned shares at the close of business on the record date, March 4, 2025, are entitled to vote and attend the meeting. To participate in the Annual Meeting live webcast at meetnow.global/AEP2025, you will need the control number, which can be found on your Shareholder Meeting Notice, on your proxy card, and on the instructions that accompany your proxy materials. Those who are not shareholders as of the record date may listen to the Annual Meeting as guests by telephone.

During the meeting, we will discuss the items on the agenda and provide time for questions regarding AEP's affairs. Please see Rules of Conduct for the Annual Meeting on page i of this proxy statement.

Please review this proxy statement before casting your vote as it contains important information about the business of the Annual Meeting. The accompanying Voting Information page contains instructions for voting your shares online, by phone, by mail or during the Annual Meeting. We encourage you to vote and share your feedback with us.

Your vote is important to us. Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your shares in advance.

Shareholders of record can vote in any one of the following ways:

• Online at envisionreports.com/AEP

• Toll-free telephone at 800.652.8683

• Completing and mailing your proxy card if you receive paper copies of the proxy materials

• Live webcast at meetnow.global/AEP2025

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for you to vote your shares. Please see How to Register to Attend the Virtual Annual Meeting on page 1 of this proxy statement.

If you have any questions about the meeting, please contact Investor Relations, American Electric Power, 1 Riverside Plaza, Columbus, Ohio 43215. The telephone number is 800.237.2667.

Sincerely,

Sara Martinez Tucker | Chair of the Board of Directors

March 6, 2025

To Our Valued Shareholders,

When I joined AEP last year, I said leading this company was another opportunity of a lifetime, and after seven months in this role, my belief has not changed. I have had the privilege of talking with investors, employees, regulators, legislators and community leaders to learn more about AEP's challenges and opportunities. It is clear our company is full of potential, especially as we navigate once-in-a-generation load growth in our service territory. The key to seizing these opportunities is a relentless pursuit of excellence and a focus on doing what is right for our customers and states.

I am proud to share we made significant progress toward creating the energy system of the future and delivering on our promises to stakeholders last year:

• We announced a historic five-year, $54 billion capital plan and are evaluating up to an additional $10 billion investment to benefit customers and support growth in our service territory.

• Our commitment to economic development helped drive a 10.6% increase in commercial load growth last year.

• We announced that a strategic partnership between KKR and PSP Investments will acquire a 19.9% equity interest in our Ohio and Indiana Michigan Transcos for $2.82 billion. The proceeds will support our robust five-year capital plan, while allowing us to maintain a controlling 95% ownership of our industry-leading transmission assets.

• We shared plans to begin the early site permit process in Indiana and Virginia for two small modular reactors (SMRs) that will generate clean, reliable energy to support significant load growth in our service territory.

• We signed an agreement with Bloom Energy to secure up to 1 gigawatt (GW) of solid oxide fuel cells. This technology will provide data centers and other large customers with the energy they need to expand quickly as we continue to build infrastructure to deliver reliable service.

• We worked with regulators and large customers to ensure infrastructure costs to support increased demand are allocated fairly and provide benefits to all customers. We filed a unanimous settlement agreement with the interested parties in our Indiana large load case and have concluded the hearing process in Ohio. We received approval for our settlement agreement in Indiana and are waiting for a final order in Ohio.

• We continued to transform our generation fleet to meet the changing demands of our customers and states. We filed for approval for 2.3 GW of natural gas generation in PSO and SWEPCO and have active RFPs for new generation in Appalachian Power, I&M and PSO.

These accomplishments lay a strong foundation to create value and power growth in our communities. AEP has a long history of innovation and a reputation as an industry leader. I look forward to working with the team to drive best-in-class performance by honoring our past and shaping a clear vision of our future.

Thank you for your continued investment in this company and support of our work to improve customers' lives with reliable, affordable power.

Sincerely,

Bill Fehrman | President and Chief Executive Officer

Notice of 2025 Annual Meeting of Shareholders

Join us on April 29 at 9:00 a.m. ET for the Annual Meeting | meetnow.global/AEP2025

Record Date: March 4

Only shareholders of record of AEP's common stock as of the close of business on the record date are entitled to participate in, vote and ask questions at the Annual Meeting.

Webcast: meetnow.global/AEP2025

To participate in the annual meeting live webcast, you will need the control number, which can be found on your Shareholder Meeting Notice (Notice), on your proxy card and on the instructions that accompany your proxy materials. Those who are not shareholders as of the record date may listen to the Annual Meeting as guests by telephone. The Annual Meeting will begin promptly at 9:00 a.m. ET. Online check-in will begin at 8:40 a.m. ET.

Audio Broadcast

Shareholders and guests can listen to an audio broadcast of the Annual Meeting toll-free at 855-761-5600, Confirmation Code: 1125230

Pre-Meeting Information

Our 2025 Proxy Statement and 2024 Annual Report to shareholders are available at envisionreports.com/aep. Because we will be providing our proxy materials to our shareholders electronically, most of our shareholders will receive only the Notice containing instructions on how to access the proxy materials electronically and vote online, by phone or by mail. If you would like to request paper copies of the proxy materials, you may follow the instructions on your Notice.

Any proxy may be revoked at any time before your shares are voted at the meeting.

Annual Report

Appendix A to this proxy statement has AEP's audited financial statements, management's discussion and analysis of results of operations and financial condition and the report of the independent registered public accounting firm.

March 13, 2025

David Feinberg, Secretary

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Voting Information

Ratification of PricewaterhouseCoopers LLP as AEP's independent registered public accounting firm for 2025

For

Advisory vote to approve AEP's named executive officer compensation

For

Any other business that may properly come before the meeting

(or any adjournment or postponement of the meeting)

Choose the Voting Method That Works for You

It is important that your shares be represented and voted at the meeting. Please vote in one of these ways:

Vote by Phone

Call 800.652.8683 or you can call the number provided by your broker, bank or other nominee if your shares are not registered in your name.

Vote During the Annual Meeting

Join us on April 29 at 9:00 a.m. ET at meetnow.global/AEP2025

You will need the control number which can be found on your Notice, on your proxy card and on the instructions that accompany your proxy materials.

Who We Are

At American Electric Power, we are committed to improving customers' lives with reliable, affordable power.

40K transmission miles

(The nation's largest network)

225K distribution miles

(One of the largest in the U.S.)

29GW total generation

(Diverse generating portfolio)

5.6 million customers in 11 states

Data as of 12/31/24

Our Core Principles

16,000 employees

$103 billion total assets

$70 billion rate base

Our strategy to achieve long-term, sustainable growth focuses on putting our customers and states first, while creating value for our communities, employees and investors.

• Safe & secure workplace

• •E Ennggaagegde , dtr,atinreadin& ed& developed employees

developed employees

EMPLOYEE COMMITMENT REGULATORY & LEGISLATIV E INTEGRITY

•B aallaanncec d er d egruelagtuorl y atoourtcyomoeustcomes •T rruusstetdedindiunsdtruysltera y delresahidpership

Financial Performance and Commitments

We're providing maximum value to all of our stakeholders, while driving our strategic priorities forward and delivering safe, reliable and affordable energy.

2010

2011

2012

2013

2014

AEP has met or exceeded our EPS guidance for more than a decade.

Actual EPS Performance vs Original Guidance Range

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

Low

Mid

High

Exceeding

Director Nominees Quick Facts

Average tenure on AEP Board

4.6 YEARS

Average Age:

Skills, Qualifications & Experiences*

Senior Executive Leadership & Business Strategy: CEO or significant senior experience with an understanding of complex organizations, strategic planning, risk management, human capital management and corporate governance.

#of Director

Nominees

Finance or Accounting: Experience in accounting or finance, including oversight of financial reporting and internal controls of a company, and capital allocation.

Innovation & Technology: Management or oversight experience in technological trends, digital platforms, cybersecurity, and development of new technologies, including those that result from shifting energy policy and environmental regulations.

Regulated Industry Experience: Experience in the utility or energy industries, nuclear energy operations or in other highly regulated industries, including experience with the risks and public policy issues associated with the electric utility industry.

Government, Legal & Environmental Affairs: Experience in law, government, public policy or environmental affairs and understanding of effective strategies in these areas.

Industrial Operations & Safety Experience: Experience managing maintenance and growth investments of complex capital projects and oversight of safety-related programs and performance.

Customer Experience or Marketing: Management or oversight experience in consumer businesses, customer service and marketing.

Talent: Experience overseeing programs and performance related to employee development and the development of leadership skills and talents in others.

Risk Management: Experience overseeing or managing financial, operational and other significant risks that affect the Company.

Cybersecurity & Physical Security: Experience overseeing the security of business and operational technical systems and physical assets.

*Details a focus area or expertise a director nominee has identified as core and on which the Board particularly relies. This summary is not an exhaustive list of director nominees' skills or contributions to the Board and does not mean additional directors nominees do not have that qualification or skill. See page 24 of proxy for more information.

VII

Our Director Nominees See page 5 of proxy for more information

Board Member Highlights

Audit

Directors & Corporate Governance

Executive

Finance

Human Resources

Nuclear Oversight

Technology

Bill Fehrman

Age: 64 Tenure: 2024 Position: President & CEO of AEP

Ben Fowke Independent

Age: 66 Tenure: 2022 Position: Former Interim President & CEO of AEP and Retired CEO and Chair of Xcel Energy

Chair

Art A. Garcia Independent

Age: 63 Tenure: 2019 Position: Retired CFO, Ryder System, Inc.

Other Public Boards: ABM Industries, Inc., Elanco Animal Health Incorporated, & Raymond James Financial Inc.

Chair

Hunter C. Gary Independent

Age: 50 Tenure: 2024 Position: Retired Senior Managing Director of Icahn Enterprises L.P.

Sandra Beach Lin Independent

Age: 67 Tenure: 2012 Position: Retired CEO, Calisolar, Inc.

Other Public Boards: Avient Corporation & Trinseo PLC

Chair

Henry P. Linginfelter Independent

Age: 64 Tenure: 2024 Position: Retired Executive Vice President of Southern Company Gas

Other Public Boards: Southwest Gas Holdings, Inc.

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Disclaimer

AEP - American Electric Power Company Inc. published this content on March 25, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 25, 2025 at 14:51:04.889.