Hunter Gary

About Hunter C. Gary

Independent director of AEP since February 12, 2024; age 50. Retired Senior Managing Director at Icahn Enterprises L.P. (IEP) with nearly 14 years of experience, previously holding roles at Icahn Associates Corporation since June 2003, most recently Chief Operating Officer of Icahn Sourcing LLC. Currently serves on AEP’s Audit and Technology Committees; the Board determined he is independent under NASDAQ rules and AEP’s Director Independence Standards. His background emphasizes operational expertise and strategic guidance from IEP and prior public/private company roles.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit; Technology. Not a committee chair.
• 2024 committee meeting cadence (AEP-wide): Audit (5), Technology (4).
• Appointment and engagement: Added to Audit and Technology Committees in February 2024; average director attendance in 2024 was 97.5%, and each director attended at least 86.7% of meetings; all directors attended the annual meeting virtually.
• Independence: Board determined Mr. Gary is independent under NASDAQ rules and AEP’s Director Independence Standards.
• Skills matrix: Board identifies Mr. Gary’s core focus in Senior Executive Leadership & Business Strategy, Innovation & Technology, Customer Experience/Marketing, Talent, and Risk Management.

Fixed Compensation

• Standard director compensation elements (2024 program): Annual cash retainer $130,000; annual stock unit awards $170,000; committee chair retainers: Audit $25,000, Human Resources $25,000, Corporate Governance $20,000, Finance $20,000, Nuclear Oversight $20,000, Technology $20,000; Independent Chair $200,000; Lead Director $50,000. Retainers paid in cash quarterly (deferral election available).
• Stock Unit Accumulation Plan: $170,000 in AEP stock units (or AEP Stock Fund after 60 months of service), credited quarterly at quarter-end closing price; dividend equivalents accrue; units paid in AEP shares after service ends unless further deferral; AEP Stock Fund balances paid in cash unless further deferral.
• No tax gross-ups for directors; group travel accident coverage in place.

Performance Compensation

Other Directorships & Interlocks

• Icahn Group Nomination Agreement (February 12, 2024): Mr. Gary appointed as the Icahn Designee; if Icahn Group net long position falls below 2,675,000 shares, the Icahn Designee must resign and no replacement right accrues. The Company agreed not to form new committees without offering membership to the Icahn Designee, and certain matters (CEO/CFO appointment/termination and others) must be voted at full Board or committees including the Icahn Designee.
• Board observer: Andrew J. Teno has rights to attend and reasonably participate (non-voting), subject to exclusions under the agreement.
• Standstill: Icahn Group agreed to vote in favor of Board-recommended nominees and otherwise per Board recommendations during the Standstill Period, subject to exceptions and early termination conditions.
• Rights plan threshold constraint: If Icahn Group beneficially owns a net long position of at least 5,350,000 shares, AEP will not adopt a rights plan with a trigger below 10% unless the plan exempts the Icahn Group up to 9.99%.

Expertise & Qualifications

• Operational expertise and strategic guidance from senior roles at IEP; experience as a director and in operational roles at other public/private companies.
• Board skills matrix flags Mr. Gary for: Senior Executive Leadership & Business Strategy; Innovation & Technology; Customer Experience/Marketing; Talent; Risk Management.

Equity Ownership

• Stock ownership guidelines: Non-employee directors must own AEP common stock or stock units equal to their first five years of annual equity awards; achieved by holding awarded stock units until termination of service during first five years. After five years, contributions go to an AEP Stock Fund with elective transfers during open windows.

Governance Assessment

• Committee work and independence: Mr. Gary serves on Audit and Technology, both central to oversight of reporting controls and cyber/tech risk; the Board has affirmatively determined his independence under NASDAQ/Company standards. This supports effective oversight and mitigates conflict concerns.
• Attendance/engagement: 2024 attendance metrics indicate strong Board engagement (97.5% average; all directors ≥86.7%; annual meeting attendance), suggesting constructive participation during Mr. Gary’s first year.
• Compensation alignment: Mix is primarily equity via time-based stock units with quarterly credits; no bonus, options, or PSUs; no tax gross-ups. This structure aligns director incentives with shareholder outcomes without performance metric gaming.
• Potential conflicts and red flags: The Icahn Group Nomination Agreement introduces governance constraints (committee formation access and voting venue requirements) and a Board observer, alongside standstill provisions and rights plan conditions. These features signal activist influence and could raise concerns about agenda-setting or information flow; however, independence determination and equal director compensation treatment are mitigating disclosures.
• Ownership alignment: Mr. Gary holds AEP stock units and is subject to five-year holding requirements; no pledged shares disclosed for directors in the table. Alignment is structurally enforced via the Stock Unit Accumulation Plan.

RED FLAGS: Activist nomination agreement granting committee access and Board observer rights; conditional resignation tied to Icahn Group ownership; rights plan threshold constraint if ownership increases. Monitor adherence to standstill, committee dynamics, and any related-party transactions disclosures in future filings.