Lewis Von Thaer
Director at AEP
Board
About Lewis Von Thaer
Independent director since February 2022; age 64. President and CEO of Battelle Memorial Institute since October 2017, with prior senior leadership roles at DynCorp International, Leidos, and General Dynamics. At AEP, he chairs the Technology Committee and serves on Human Resources and Nuclear Oversight; the Board affirmed his independence under NASDAQ rules in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Battelle Memorial Institute | President & Chief Executive Officer | Oct 2017–Present | Technology expert; federal/government interface experience |
| DynCorp International | Chief Executive Officer | Jun 2015–Oct 2017 | — |
| Leidos, Inc. | EVP & President, National Security Sector | 2013–2015 | — |
| General Dynamics, Advanced Information Systems | Corporate VP & President | 2005–2013 | — |
| Defense Science Board | Member | 2010–2012 | Government advisory board (engineering expertise) |
| Bell Laboratories | Engineer | Not disclosed | Engineering background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Current public company directorships | — | None | As disclosed in 2025 proxy |
| Prior public co. boards (past 5 yrs) | — | None | As disclosed in 2025 proxy |
| Pacific Northwest National Laboratory; UT‑Battelle (operator of Oak Ridge National Lab) | Director/Board experience | Prior/ongoing experience (not public) | Experience cited in AEP proxy biography |
| Ambri, Inc.; AmplifyBio (Chair); Hughes Research Laboratories, LLC (Advisory Board) | Director/Chair/Advisory Board | Previously disclosed | Listed in AEP’s 2024 proxy “Other Directorships and Memberships” |
Board Governance
- Committee assignments: Technology (Chair), Human Resources, and Nuclear Oversight .
- 2024 committee meeting counts (context for workload): HR (8), Nuclear Oversight (4), Technology (4) .
- Attendance and engagement: Average director attendance was 97.5% in 2024; each director attended at least 86.7% of applicable meetings; all directors attended the 2024 annual shareholders’ meeting virtually .
- Independence: The Board determined Mr. Von Thaer is independent under NASDAQ and company standards (only the CEO is non‑independent) .
- Governance practices: Executive sessions at every Board meeting; robust ownership requirements; independent Audit/HR/Corporate Governance committees; proxy access; limit of four public company directorships per director .
Fixed Compensation (Non‑Employee Director – 2024)
| Compensation Element | Amount |
|---|---|
| Annual Retainer (cash) | $130,000 |
| Annual Stock Unit Award | $170,000 |
| Committee Chair Retainers | Audit $25,000; HR $25,000; Corporate Governance $20,000; Finance $20,000; Nuclear Oversight $20,000; Technology $20,000 |
| Independent Chair Retainer | $200,000 |
| Lead Director Retainer | $50,000 |
| Policy Committee | Dissolved April 2024 |
| 2024 Director Compensation (Name) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Lewis Von Thaer | 141,668 | 170,000 | 685 | 312,353 |
Notes:
- All non‑employee directors serving full year received 1,853 AEP stock units or equivalent AEP Stock Fund credits for $170,000; amounts pro‑rated for partial‑year service (Mr. Von Thaer: full‑year) .
- “All Other” reflects company‑paid premium for group travel accident insurance ($685) .
- Directors do not receive tax gross‑ups; may defer cash retainers; and must hold stock units for first five years of service under the Stock Unit Accumulation Plan .
Performance Compensation (Directors)
| Element | Disclosure |
|---|---|
| Performance‑conditioned equity (PSUs) | None for non‑employee directors (equity granted as stock units/stock fund) |
| Stock options | None disclosed for directors |
| Performance metrics for director pay | Not applicable to director program |
| Clawbacks/tax gross‑ups specific to directors | No tax gross‑ups for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public co. boards | None |
| Prior public co. boards (past 5 yrs) | None |
| Other boards/affiliations (non‑public) | PNNL; UT‑Battelle board experience ; Ambri/AmplifyBio/HRL (2024 proxy disclosure) |
| Related‑party transactions | No related‑person transactions involving Mr. Von Thaer disclosed; Board maintains a Related Person Transaction Approval Policy ; independence affirmed |
Expertise & Qualifications
- Technology and engineering expertise (former Bell Labs engineer; CEO of Battelle) .
- Experience interfacing with federal agencies; regulatory/public policy insights; risk management and operations perspective; safety/health and personnel development experience .
- As Technology Committee Chair, oversees IT strategy, cybersecurity, AI, operational resiliency for AEP per committee charter .
Equity Ownership
| Metric | As of Feb 23, 2025 |
|---|---|
| Shares owned | 0 |
| Stock units | 5,803 |
| Total beneficial (shares + units) | 5,803 |
Additional details:
- At 2024 year‑end, director stock/unit holdings listed in the Director Compensation table were fully vested; Mr. Von Thaer held 5,803 units at year‑end 2024 (aggregate units listing) .
- Ownership guidelines: Non‑employee directors must accumulate and hold stock units equal to the first five years of annual equity awards; units generally held until termination of service; after five years, contributions may go to an AEP Stock Fund with permitted transfers during open windows .
- Pledging: Footnote indicates no shares in the “Shares” column are pledged; Mr. Von Thaer reported 0 shares .
Governance Assessment
- Board effectiveness and engagement: High overall attendance (97.5%) and 86.7%+ for each director in 2024; independent leadership structure with a strong governance framework and executive sessions at every meeting support effective oversight .
- Role fit: Technology Committee Chair aligns with Mr. Von Thaer’s technology and federal R&D background; his committee’s remit covers cybersecurity and AI risk oversight—key risk areas for utilities—enhancing investor confidence in risk governance .
- Alignment and incentives: Director pay mix includes a meaningful equity component ($170,000 in stock units) alongside cash ($130,000 retainer), encouraging long‑term alignment; no director tax gross‑ups; deferral options and strict stock‑holding requirements for first five years .
- Conflicts/related party exposure: No related‑person transactions involving Mr. Von Thaer disclosed; the Board reaffirmed his independence under NASDAQ rules .
- RED FLAGS: None identified in filings—no attendance issues, no disclosed related‑party transactions, no pay anomalies for directors (structure unchanged after 2024 review) .