Joseph Sauvage
Director at AEP
Board
About Joseph G. Sauvage
Joseph G. Sauvage (age 72) is an independent director nominee at American Electric Power (AEP) for election at the April 29, 2025 annual meeting; he was identified by an external search firm, vetted by the Corporate Governance Committee, and recommended to the Board . He is retired Vice Chairman and Chairman of Global Power, Utilities, and Renewables at Citigroup (2008–2024) and previously held senior investment banking roles at Lehman Brothers (1977–2008), including Vice Chairman and Global Head of Power, Utilities, and Renewables . He has served as Vice Chairman of the Wall Street Advisory Group and on the executive committee of the EPRI Advisory Council . AEP’s Board has affirmatively determined he is independent under NASDAQ rules and AEP’s Director Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Retired Vice Chairman and Chairman, Global Power, Utilities, and Renewables | 2008–2024 | Led capital markets coverage and strategic M&A/capital raising for power/utilities; deep capital markets relationships |
| Lehman Brothers, Inc. | Vice Chairman and Global Head, Power, Utilities, and Renewables; investment banking roles | 1977–2008 | Strategic M&A, restructuring, complex capital raises for sector clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wall Street Advisory Group | Vice Chairman | Not disclosed | Senior advisory capacity in financial markets |
| EPRI Advisory Council | Executive committee member | Not disclosed | Industry advisory governance; energy technology/policy interface |
Board Governance
- Independence: Independent director nominee; Board determined he has no material relationship with AEP under NASDAQ/AEP standards .
- Nomination process: Screened by search firm; interviewed by Corporate Governance Committee; recommended to full Board .
- Committee assignments: Not specified for Mr. Sauvage in 2024 committee rosters; assignments typically made/rebalanced post‑election by the Corporate Governance Committee .
- Attendance and engagement (Board context): 2024 average director attendance was 97.5%; each director attended ≥86.7% of their meetings, and all directors at that time attended the annual meeting virtually; executive sessions of non‑management directors are held at every Board meeting .
- Governance practices: Independent Chair; majority voting with resignation policy; robust stock ownership requirements for non‑employee directors; proxy access; limit of four public boards per director; prohibition on director hedging/pledging of AEP stock .
| Committee | 2024 Meetings |
|---|---|
| Audit | 5 |
| Directors & Corporate Governance | 6 |
| Executive | 1 |
| Finance | 4 |
| Human Resources | 8 |
| Nuclear Oversight | 4 |
| Technology | 4 |
| Attendance Metric | Value |
|---|---|
| Average director attendance (2024) | 97.5% |
| Minimum individual attendance (2024) | ≥86.7% |
Fixed Compensation
AEP’s standard non‑employee director compensation program (2024):
| Compensation Element | Amount |
|---|---|
| Annual cash retainer | $130,000 |
| Annual stock unit awards (quarterly credited) | $170,000 |
| Committee chair retainers – Audit | $25,000 |
| Committee chair retainers – Human Resources | $25,000 |
| Committee chair retainers – Corporate Governance | $20,000 |
| Committee chair retainers – Finance | $20,000 |
| Committee chair retainers – Nuclear Oversight | $20,000 |
| Committee chair retainers – Technology | $20,000 |
| Independent Chair retainer | $200,000 |
| Lead Director retainer | $50,000 |
| Accidental death insurance premium per director | $685 (included in “All Other Compensation”) |
- Retainer Deferral Plan available; directors may defer up to 100% of cash retainers into investment options, including an AEP stock fund; payout post‑service per elections .
- Stock ownership guidelines: Non‑employee directors must accumulate and hold AEP stock/stock units equal to their first five years of annual equity awards; units awarded are held until termination of service, then paid in shares or cash depending on plan election .
Performance Compensation
- No performance‑linked metrics are applied to director compensation; directors receive cash retainers and annual stock units (or stock fund contributions after five years of service) rather than performance share awards .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Prior public company boards (past 5 years) | None |
| Shared directorships/interlocks with AEP competitors/suppliers/customers | Not disclosed; independence review found no material relationships |
Expertise & Qualifications
- Strategic M&A, restructuring, complex capital markets transactions in power/utilities; relationships with financial sponsors and alternative capital providers .
- Board skills matrix: Finance/Accounting and Regulated Industry experience; senior executive leadership; risk management among core Board‑relevant competencies attributed to nominees; Mr. Sauvage is listed as independent and aligned with the Board’s regulated industry oversight needs .
Equity Ownership
| Name | Shares (as of Feb 23, 2025) | Stock Units | Total |
|---|---|---|---|
| Joseph G. Sauvage | 0 | 0 | 0 |
- None of the director/executive shares noted in the table are pledged; AEP prohibits director/executive hedging and pledging of company stock .
- Directors are subject to ownership guidelines to accumulate stock/units equal to five years of equity awards and must hold awarded units until termination of service .
Governance Assessment
- Strengths: Independent status with no material relationships; deep sector‑specific capital markets expertise that aligns with AEP’s capital‑intensive strategy and financing needs; Board governance framework is strong (independent Chair, majority voting with resignation policy, executive sessions, ownership guidelines, anti‑hedging/pledging, proxy access) bolstering investor confidence .
- Watch items: As a new nominee, he held no AEP shares or stock units as of Feb 23, 2025, creating an initial alignment gap until ownership accumulates under director guidelines; committee assignments and attendance metrics for Mr. Sauvage will only be available post‑election/appointment, so ongoing monitoring is warranted .
- Shareholder sentiment signal: AEP’s 2024 say‑on‑pay support was ~95%, indicating broad investor support for compensation governance; while executive‑focused, it reflects general confidence in oversight and pay practices .
RED FLAGS: None disclosed specific to Mr. Sauvage (no related‑party transactions, hedging/pledging prohibited, no multi‑company interlocks reported). Initial zero ownership should be tracked for compliance with director stock ownership guidelines over time .