Ben Fowke
Director at AEP
Board
About Ben Fowke
Independent director at AEP since February 2022; age 66. Served as AEP’s Interim President & CEO from February 26, 2024 to July 31, 2024 and then as Senior Adviser from August 1, 2024 to October 22, 2024, after which he returned to independent director status under NASDAQ rules due to interim employment under one year . Former Chairman and CEO of Xcel Energy; prior CFO and COO at Xcel with deep experience in regulated utilities, finance, operations, and environmental/regulatory matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power (AEP) | Interim President & CEO | Feb 26, 2024 – Jul 31, 2024 | Stepped down from Corporate Governance and Human Resources Committees during interim service; remained Finance Chair; returned to committees in Oct 2024 |
| American Electric Power (AEP) | Senior Adviser | Aug 1, 2024 – Oct 22, 2024 | Transition support; regained independent director status thereafter |
| Xcel Energy Inc. | Chairman of the Board; CEO | Chairman: Aug 2011 – Dec 2021; CEO: Aug 2011 – Aug 2021 | Led regulated utility; shareholder outreach and finance oversight |
| Xcel Energy Inc. | President; COO; CFO | President: Aug 2011 – Mar 2020; COO: Aug 2009 – Aug 2011; CFO: Oct 2003 – Aug 2009 | Finance, operations, reporting |
| Xcel utility subsidiaries (NSP, PSCo, SPS) | CEO | Jan 2015 – Aug 2021 | Regulated operations leadership |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current public company boards | None | — | — |
| Xcel Energy Inc. | Director | Within past five years | Prior public company directorship |
Board Governance
- Committee assignments: Corporate Governance; Executive; Finance (Chair); Human Resources .
- 2024 refresh and transitions: Stepped down from Corporate Governance and Human Resources while Interim CEO; reappointed in October 2024 after resigning officer role .
- Independence: Determined independent under NASDAQ standards post-interim employment (under one year) .
- Attendance: Average director attendance 97.5%; every director (including Fowke) attended at least 86.7% of their Board and committee meetings in 2024 .
- Committee activity volume (2024 meetings): Audit (5); Directors & Corporate Governance (6); Executive (1); Finance (4); Human Resources (8); Nuclear Oversight (4); Technology (4) .
- Special committee: Member of Demand Review Committee (Chair $20,000; members $10,000; paid quarterly from Oct 1, 2023) .
- Compensation governance safeguards: Mandatory and “no-fault” clawbacks; prohibitions on hedging/pledging; independent HR Committee oversight; Meridian as independent compensation consultant .
Fixed Compensation
| Component | Detail | Amount ($) |
|---|---|---|
| Interim CEO Base Salary | Set upon appointment | $1,600,000 |
| Director Fees (as non-employee director portions of 2024) | Included in “All Other Compensation” | $57,205 |
| Retirement Savings Plan match | Company match | $15,525 |
| Supplemental Retirement Savings Plan match | Company match | $24,092 |
| Perquisites | Financial counseling/tax preparation; directors’ accident insurance allocation | $20,632 |
| Vacation payout | Paid upon separation from officer role | $69,231 |
AEP directors do not receive tax gross-ups; executive change-in-control agreements (which Fowke did not have) have no excise tax gross-ups .
Performance Compensation
| Item | Terms | Value / Outcome |
|---|---|---|
| Annual Incentive Target % (Interim CEO) | Target 160% of base earnings | 160% |
| Calculated Annual Incentive Opportunity (2024) | Base earnings × target × score (93.3%) | $1,580,072 |
| Actual Annual Incentive Paid (2024) | Board discretion on Interim CEO payout | $2,000,000 |
AEP’s 2024 annual incentive scorecard (company-level) underpinning the payout:
| Measure | Weight | Threshold | Target | Max | Actual | Score |
|---|---|---|---|---|---|---|
| Operating EPS | 60% | $5.53 | $5.63 | $5.73 | $5.6178 | 91.5% |
| Safety (CORE visits & effectiveness, documented learnings/comments; modifier) | 20% | Varied | Varied | Varied | Mixed; overall capped where EPS < target | Subcomponent scores capped or midrange per table |
| Compliance (NERC incidents reduction) | 5% | 41 | 33 | 25 | 21 | Capped at 100% (EPS modifier) |
| Affordability (LIHEAP/HEAP participation) | 5% | +1.0% | +2.0% | +3.0% | +1.07% | 96.1% |
| Reliability (SAIDI) | 5% | 289.7 mins | 241.8 mins | 195.2 mins | 219.9 mins | Capped at 100% (EPS modifier) |
| Employee engagement (survey participation) | 5% | 90% | 93% | 96% | 93% | 100% |
| Total weighted score | — | — | — | — | — | 93.3% |
Equity awards granted to Fowke in 2024 (Interim CEO and director service):
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting / Holding Terms |
|---|---|---|---|---|
| RSUs (Interim CEO) | Feb 26, 2024 | 72,771 | $6,000,000 | Vested upon appointment of permanent CEO or first anniversary; one-year holding requirement on shares |
| Unrestricted Shares (Interim CEO Award) | Aug 26, 2024 | 10,099 | $1,000,000 | One-year holding from grant |
| Unrestricted Shares (Interim CEO Award) | Sep 26, 2024 | 9,927 | $1,000,001 | One-year holding from grant |
| Director Stock Units | Mar 28, 2024 | 329 | $28,333 | Director stock unit program |
| Director Stock Units | Mar 28, 2024 | 352 | $32,446 | Director stock unit program |
Realized equity in 2024:
| Metric | Amount |
|---|---|
| Shares vested (RSUs and other stock awards) | 93,521 |
| Value realized on vesting | $9,446,795 |
Key plan provisions applicable in 2024:
- No performance share grant to Fowke as Interim CEO (PSUs granted to other NEOs; Zebula and Fowke excluded) .
- Clawback: Mandatory SEC Rule 10D-1 compliance plus “no-fault” recoupment on restatement/correction; deferrals to Career Shares may be required until ownership guidelines met .
- Insider policy: Prohibits hedging and pledging AEP stock by directors and officers .
Severance/Change-in-Control:
- No change-in-control agreement due to temporary nature of Interim CEO role .
- Not a participant in Executive Severance Plan; severance constructs described did not apply to him .
Other Directorships & Interlocks
| Category | Entity | Notes |
|---|---|---|
| Current public boards | None | No active outside public board directorships at time of proxy |
| Prior public boards (last 5 years) | Xcel Energy Inc. | Prior director; retired CEO/Chair at Xcel, a peer utility |
Expertise & Qualifications
- Regulated utility leadership, finance/reporting, shareholder outreach; environmental, operations, and energy business expertise aligned with AEP’s risk profile and regulatory context .
- Skills matrix flags: Senior executive leadership; finance/accounting; regulated industry; risk management .
Equity Ownership
| Holder | Shares | Stock Units | Total | Notes |
|---|---|---|---|---|
| B. G. S. Fowke, III | — | 6,893 | 6,893 | No pledged shares; directors subject to stock ownership and deferral requirements; insider policy prohibits pledging/hedging |
Director ownership policy: Non-employee directors must hold AEP stock/units equal to their first five years of annual equity awards; units are held until termination of service .
Fixed Compensation (Director Program Context)
| Element | Annual Amount |
|---|---|
| Director cash retainer | $130,000 |
| Annual stock unit awards | $170,000 |
| Committee chair retainers | $20,000–$25,000 (Finance: $20,000) |
| Independent Chair retainer | $200,000 |
| Demand Review Committee | Chair $20,000; Members $10,000 |
| Accidental death insurance premium (per director) | $685 |
Fowke’s 2024 director compensation was prorated due to employee status; specific director fees credited shown earlier under Fixed Compensation .
Governance Assessment
- Independence and chairmanship: Clear reinstatement of independence post-interim employment under NASDAQ rules; holding Finance Chair role provides critical capital allocation and dividend oversight; rejoining HR and Governance post-officer role strengthens board effectiveness .
- Engagement: Committee workload is robust; attendance metrics indicate high engagement (≥86.7% participation; board average 97.5%) supporting effectiveness .
- Alignment and incentives: Interim CEO compensation featured significant time-vested RSUs and unrestricted shares and a discretionary annual bonus above calculated opportunity, reflecting unusual transition needs; absence of performance share grant reduces direct performance linkage vs. standard CEO/LTI constructs—monitor for perceived pay-for-performance dilution in investor assessments .
- Conflicts/related-party exposure: No related party transactions disclosed for Fowke; governance policy and independence review process explicit; insider policy prohibits pledging/hedging, mitigating alignment risks .
- Committee conduct: Recused himself from independent directors’ discussions regarding compensation for his Interim CEO role—good practice limiting conflicts .
- Travel/perquisites: Time Sharing Agreement existed but no personal flights in 2024; no tax gross-ups for directors; minimal perquisites disclosed—low risk profile .
RED FLAGS (monitoring):
- Section 16 filing oversight: Omitted holding item on Form 4 for Fowke in August 2024 (administrative oversight) warrants attention though immaterial; repeat lapses could affect governance perceptions .
- Discretionary AIP uplift: Actual bonus ($2,000,000) exceeds calculated opportunity ($1,580,072), justified by board discretion for Interim CEO; ensure rationale is disclosed and consistent with company-wide performance and investor messaging to avoid pay-for-performance concerns .