Henry Linginfelter
Director at AEP
Board
About Henry P. Linginfelter
Henry P. Linginfelter (age 64) is an independent director at American Electric Power (AEP), serving since February 2024. He is a retired Executive Vice President of Southern Company Gas, with deep experience in operations, safety, engineering, supply chain, environmental compliance, corporate planning/budgeting, financial planning, risk oversight, customer service, and state/federal regulatory affairs. He currently serves on the board of Southwest Gas Holdings, Inc., and previously chaired the Southern Gas Association and served on the American Gas Association Leadership Council. At AEP, he sits on the Finance and Nuclear Oversight Committees, aligning with his regulated utility and safety/operations background .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company Gas | Executive Vice President (retired) | — | Board member of The Southern Company’s captive insurance business; assessed/mitigated risk/liability across the corporation . |
| Southern Gas Association | Chair | — | Industry leadership and standards setting; engagement across gas utility sector . |
| American Gas Association | Leadership Council member | — | Policy and regulatory engagement; industry best practices . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Gas Holdings, Inc. | Director | Current | Public company directorship; committee details not disclosed in AEP proxy . |
Board Governance
- Committee assignments: Finance; Nuclear Oversight (no current chair roles). 2024 committee meetings: Finance (4); Nuclear Oversight (4) .
- Independence: Board determined he is independent under NASDAQ and AEP Director Independence Standards .
- Attendance and engagement: Board average attendance in 2024 was 97.5%; each director attended at least 86.7% of Board/committee meetings; all directors attended last year’s annual meeting virtually; executive sessions of non‑management directors occur at every Board meeting under a strong independent Chair structure .
- Governance structure: Independent Chair (Sara M. Tucker); majority voting standard for directors; robust committee system with charters public; regular shareholder outreach and board/committee/self-evaluations with independent third‑party facilitation .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $119,177 | Pro-rated for partial-year service as a director starting February 2024 . |
| Annual Stock Unit Awards (2024) | $155,833 | Credited quarterly as AEP stock units; ~1,689 units granted due to less than full-year service in 2024; directors who served full year received 1,853 units ($170,000) . |
| All Other Compensation (2024) | $685 | Company-paid premium for director group travel accidental death insurance . |
| Total (2024) | $275,695 | Sum of cash, stock awards, and other compensation . |
| Standard Director Annual Retainer | $130,000 | Cash; payable quarterly or deferrable under Director Retainer Deferral Plan . |
| Standard Annual Stock Unit Awards | $170,000 | Credited quarterly; dividends accrue as additional stock units; paid in AEP shares after service ends (or AEP Stock Fund cash after five years of service) . |
| Committee Chair Retainers | $25,000 Audit; $25,000 HR; $20,000 Corporate Governance; $20,000 Finance; $20,000 Nuclear Oversight; $20,000 Technology | Chair-specific, not applicable to Linginfelter in 2024 . |
| Independent Chair Retainer | $200,000 | Applicable to the independent Chair (Tucker) . |
| Meeting Fees | Not listed | No meeting fees disclosed; director expenses reimbursed; no tax gross-ups for directors . |
Compensation mix signal: For 2024, Linginfelter’s compensation was 43% cash ($119,177) and 57% equity ($155,833), aligning director pay with shareholder value via equity accumulation .
Performance Compensation
- AEP does not disclose performance-based metrics tied to non-employee director compensation. Director equity consists of stock units credited quarterly, without performance conditions; dividends accrue as additional stock units; units are delivered after service ends per plan terms .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Southwest Gas Holdings, Inc. | Director | Gas utility board seat; AEP is a regulated electric utility; no direct interlocks disclosed with AEP’s vendors/customers in proxy; related-person transactions subject to Board policy . |
- Icahn Group nomination agreement context: Linginfelter and Hunter C. Gary were appointed to the AEP Board under a nomination agreement with the Icahn Group; Gary is the Icahn Designee. The agreement grants the Icahn Designee rights (e.g., membership opportunities on new committees; certain CEO/CFO appointment/termination votes at full Board or committees including the Designee; Andrew J. Teno as a Board observer) subject to standstill and ownership thresholds; Linginfelter is independent and compensated like other non‑employee directors .
Expertise & Qualifications
- Deep utility operations, safety, construction/engineering, supply chain, environmental compliance, planning/budgeting, financial planning, risk oversight, customer service, and legislative/regulatory affairs across state/federal levels; complements AEP’s Finance and Nuclear Oversight needs .
- Industry leadership roles (Southern Gas Association; AGA Leadership Council) support governance credibility and sector insight .
Equity Ownership
| As of Feb 23, 2025 | Amount |
|---|---|
| Shares owned | 34 (none pledged) . |
| Stock units | 1,710 (fully vested stock units held under director plans; excludes RSUs that will not vest within 60 days) . |
| Total beneficial (shares + units) | 1,744 . |
| Ownership as % of shares outstanding | Not individually disclosed; directors/executives as a group (<1%) . |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and executives . |
| Director stock ownership guideline | Must hold stock/units equal to first five years of annual equity awards; units must be held until service termination; after five years, contributions may go to AEP Stock Fund with transfer options during trading windows . |
Governance Assessment
- Board effectiveness: Linginfelter’s committee placements (Finance; Nuclear Oversight) leverage his regulated utility operating and safety credentials, adding oversight depth in capital planning, risk management, and nuclear operations .
- Independence and attendance: Formally independent; Board average attendance strong (97.5%); each director ≥86.7% attendance; executive sessions at every Board meeting and independent Chair bolster oversight quality .
- Ownership alignment: 2024 director pay emphasizes equity accumulation; stock units credited quarterly and retained until service ends; no tax gross-ups; hedging/pledging prohibited—favorable alignment signals .
- Compensation structure (directors): Transparent cash retainer and equity units; chair premia only for chairs; no meeting fees disclosed; peer benchmarking overseen by an independent consultant (Meridian); no changes made for 2024 after market review—indicates discipline on pay inflation .
- Shareholder sentiment: Say-on-pay for executives received ~95% support in April 2024, signaling broader investor confidence in AEP’s compensation governance processes .
RED FLAGS and Watch Items
- Icahn Group influence: The nomination agreement embeds structural rights for the Icahn Designee (committee membership opportunities; full Board/committee voting pathways on CEO/CFO appointment/termination; Board observer participation), which can shape Board dynamics and committee composition—monitor for potential conflicts of interest, undue influence, or process constraints despite Linginfelter’s independent status .
- External directorship: Southwest Gas board seat warrants periodic review for any related-party transactions or competitive overlaps, though none are disclosed in AEP’s proxy; AEP’s Related Person Transaction Approval Policy applies to vet and address conflicts .
- Safety outcomes: AEP’s 2024 safety metrics included an adjusted treatment of a contractor fatality (modifier not applied due to circumstances); Board-level oversight via Nuclear Oversight and Technology Committees—investors should monitor consistency and transparency in safety governance .
Additional Governance Context (AEP)
- Committee meeting cadence (2024): Audit (5); Corporate Governance (6); Executive (1); Finance (4); Human Resources (8); Nuclear Oversight (4); Technology (4) .
- Director compensation framework and deferrals: Stock Unit Accumulation Plan; Director Retainer Deferral Plan allows deferral up to 100% of cash retainers into market-based funds including AEP stock fund; insurance coverage noted; matching gifts available; expenses reimbursed; no tax gross-ups .
- Independence process: Annual questionnaire and transaction review against categorical independence standards; charitable contributions reviewed for influence; independence affirmed for Linginfelter .
Overall signal: Linginfelter’s regulated utility operations and safety background strengthens oversight in Finance and Nuclear Oversight. His independence, equity-heavy director pay, and adherence to ownership/hedging policies support alignment. The Icahn Group nomination agreement introduces governance structure risks that warrant monitoring for board balance and committee process integrity .