Art Garcia

About Art A. Garcia

Independent director at AEP since September 2019; age 63. Retired EVP and CFO of Ryder System (2010–2019), CPA (began career at Coopers & Lybrand). Serves as Audit Committee Chair and is designated an “audit committee financial expert,” with additional service on the Corporate Governance and Finance Committees. Independent under NASDAQ and AEP standards; AEP reports strong board engagement (average attendance 97.5%, each director ≥86.7%) and full director attendance at the 2024 annual meeting (virtual) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ryder System, Inc.	Executive Vice President & Chief Financial Officer	2010–2019	Oversaw corporate strategy/development; reengineered finance function; deep financial reporting, controls, risk management expertise .
Ryder System, Inc.	Senior Vice President & Controller	2005–2009	Finance leadership and accounting oversight .
Coopers & Lybrand	Auditor (early career)	N/D	Foundation in public accounting; CPA credential .

External Roles

Organization	Role	Tenure	Committees/Notes
ABM Industries Incorporated	Director (public company)	Current	As disclosed in AEP proxy .
Elanco Animal Health Incorporated	Director (public company)	Current	As disclosed in AEP proxy .
Raymond James Financial, Inc.	Director (public company)	Current	As disclosed in AEP proxy .
Prior public company boards (past 5 years)	None	—	As disclosed in AEP proxy .

Board Governance

Committee assignments and chair roles: Audit (Chair), Corporate Governance, Finance .
Independence: Board determined Garcia is independent under NASDAQ and AEP Director Independence Standards .
Financial expert: Board designated Garcia an “audit committee financial expert” .
Attendance and engagement: In 2024, average director attendance 97.5%; each director attended ≥86.7% of Board/committee meetings; all directors attended the annual meeting virtually .
Committee activity levels (2024 meetings): Audit (5), Corporate Governance (6), Finance (4) .

Fixed Compensation (Non-Employee Director – 2024)

Component	Amount ($)	Notes
Annual cash retainer	130,000	Standard director cash retainer .
Audit Committee Chair retainer	25,000	Chair premium for Audit .
Total cash fees (Garcia)	155,000	Reported in 2024 Director Compensation Table .
Other compensation	685	Company-paid travel accident insurance premium .

Performance Compensation (Equity for Directors – 2024)

Component	Amount/Units	Vesting/Terms
Annual stock unit award (standard)	$170,000	Credited quarterly; number of units based on quarter-end price; amounts equivalent to dividends accrue as additional units .
Units received by full-year directors (indicative)	1,853 units	Full-year non-employee directors received ~1,853 units (or Stock Fund equivalent if >60 months of service) .
Garcia stock awards (2024)	$170,000	As reported for Garcia .
Payout mechanics	Units/Stock Fund paid after termination; directors may elect deferral under plan rules .
Options	None	AEP does not grant stock options to directors .

Directors are not paid based on performance metrics; equity is time-based stock units/stock fund to align with shareholders. No tax gross-ups for directors .

Other Directorships & Interlocks

Current public company boards: ABM Industries, Elanco Animal Health, Raymond James Financial .
AEP’s Related Person Transaction policy is administered by the Corporate Governance Committee; 2025 proxy discloses related-person arrangements (notably an Icahn Group nomination agreement) but does not identify any related-person transactions involving Garcia .

Expertise & Qualifications

CFO-level finance and accounting expertise; extensive experience in financial reporting, internal controls, and strategy/deal execution .
Designated audit committee financial expert; risk management experience relevant to a heavily regulated utility .
Governance experience via Corporate Governance Committee service .

Equity Ownership

Holder	Shares Owned	Stock Units/Equivalents	Total “Shares + Units”	Notes
Art A. Garcia	2,500	11,162	13,662	As of Feb 23, 2025; none of the shares are pledged .
Shares outstanding (reference)	533,691,905	—	—	As of March 4, 2025 (record date) .
Garcia ownership as % of outstanding (shares only)	~0.0005%	—	—	2,500 / 533,691,905 (approximate) .

Hedging/pledging: AEP policy prohibits hedging and prohibits directors/executives from pledging AEP stock; none of Garcia’s reported shares are pledged .
Director stock ownership guideline: Must hold AEP stock/units equal to first five years of annual equity awards; units are held until termination; after five years, contributions may go to an AEP stock fund .

Governance Assessment

Strengths for investor confidence: Independent director with deep CFO/CPA credentials; Audit Chair and designated financial expert; service on Corporate Governance and Finance Committees strengthens oversight of reporting, compliance, capital allocation, and board processes .
Alignment: Balanced cash/equity mix (2024: $155k cash, $170k equity) and mandatory stock holding framework align director interests with shareholders; no options or tax gross-ups for directors .
Engagement/attendance: Board-wide attendance robust (avg 97.5%) with full annual meeting participation; supports board effectiveness .
Conflicts/related-party exposure: No related-person transactions disclosed involving Garcia; shares not pledged; hedging/pledging prohibited—no red flags identified specific to Garcia .
Board context: 11 of 12 nominees independent; independent Chair; strong governance practices and shareholder outreach; 2024 Say‑on‑Pay supported by ~95% of votes—indirectly supportive of overall governance posture .

Note on insider trading activity: We attempted to retrieve Form 4 activity for “Art Garcia” at AEP using the insider-trades skill but could not access the data due to an authorization error. The 2025 proxy reports no Section 16(a) delinquencies for Garcia and shows current beneficial holdings above; if you want, we can rerun the Form 4 retrieval for a specified window once access is restored .