Margaret McCarthy
Director at AEP
Board
About Margaret McCarthy
Independent director of AEP since April 2019; age 71 as of March 13, 2025. Retired Executive Vice President – Technology Integration at CVS Health Corporation (December 2018–June 2019) and former Executive Vice President of Operations & Technology at Aetna, Inc. (2010–2018). Earlier roles included information technology positions at CIGNA Healthcare and Catholic Health Initiatives, with prior technology consulting experience at Accenture and as a consulting partner at Ernst & Young; previously a director of a data center and cloud security company. Core credentials emphasized by AEP include innovation/technology, business strategy, customer experience, and cyber and physical security expertise; she is affirmed independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health Corporation | Retired EVP – Technology Integration | Dec 2018 – Jun 2019 | Technology integration leadership post-Aetna; focus on innovation/technology and security |
| Aetna, Inc. | EVP, Operations & Technology | 2010 – 2018 | Responsible for innovation, technology, data security, procurement, real estate, service operations |
| CIGNA Healthcare | IT-related roles | Not disclosed | Technology and operations experience |
| Catholic Health Initiatives | IT-related roles | Not disclosed | Technology and operations experience |
| Accenture | Technology consulting | Not disclosed | Consulting experience |
| Ernst & Young | Consulting partner | Not disclosed | Consulting leadership |
External Roles
| Company | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| Alignment Healthcare | Director | Current | Public company board; healthcare services |
| First American Financial Corporation | Director | Current | Public company board; financial services (title) |
| Marriott International Inc. | Director | Current | Public company board; hospitality |
| Brighthouse Financial, Inc. | Director | Prior (past five years) | Insurance/financial services |
Board Governance
- Committee assignments: Audit; Nuclear Oversight; Technology; not designated as chair of any committee. Audit Committee chaired by Art A. Garcia; Technology Committee oversight includes cybersecurity, AI, IT strategy/investments, and resilience.
- Attendance and engagement: AEP’s average director attendance in 2024 was 97.5%; each director attended at least 86.7% of Board and applicable committee meetings; all directors attended the annual meeting virtually. Annual third‑party Board and individual director evaluations; active shareholder outreach overseen by Corporate Governance Committee.
- Independence: Affirmed independent; AEP applies NASDAQ standards and categorical Director Independence Standards, with review of any relationships; purchases in service territories at tariff/competitive rates deemed non‑impairing.
- Committee meetings (2024): Audit (5); Corporate Governance (6); Executive (1); Finance (4); Human Resources (8); Nuclear Oversight (4); Technology (4).
Committee Assignments and 2024 Meeting Counts
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | No (Chair: Art A. Garcia) | 5 |
| Nuclear Oversight | Member | No | 4 |
| Technology | Member | No | 4 |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 131,667 | 170,000 | 685 | 302,352 |
- Structure and policies: Combination of cash and AEP stock units; additional amounts paid to committee chairs (not applicable to McCarthy). Board compensation consultant: Meridian Compensation Partners selected via competitive RFP in 2023. No tax gross‑ups for directors; reimbursed reasonable expenses.
- Equity award mechanics: Full‑year non‑employee directors received either 1,853 AEP stock units or $170,000 contributed to AEP Stock Fund in 2024; units credited quarterly and are fully vested; directors must hold awarded stock units for first five years of service under director ownership requirements.
Performance Compensation
- Directors do not receive performance‑based pay; AEP does not grant stock options/SARs; insider trading policy prohibits hedging and pledging.
Director Compensation Structure Metrics
| Metric | 2024 | Notes |
|---|---|---|
| Annual equity grant (units) | 1,853 units for full‑year directors | Ms. McCarthy served full year and received stock awards valued at $170,000 |
| Vesting of director units | Fully vested | Units include dividend equivalents and stock unit equivalents; held in Stock Unit Accumulation Plan |
| Stock options/SARs | Not granted | Company does not grant options/SARs; no timing policy needed |
| Hedging/pledging | Prohibited | Hedging and pledging prohibited for directors and executive officers |
| Ownership guidelines | First five years of equity awards must be held | After five years, contributions to AEP stock fund; may transfer during open windows |
Other Directorships & Interlocks
| External Company | Potential Interlock/Overlap | Independence Consideration |
|---|---|---|
| Alignment Healthcare; First American Financial; Marriott International; Brighthouse Financial (prior) | Entities may operate or purchase services in AEP territories; typical customer relationships | Corporate Governance Committee reviewed such relationships; purchases at tariff/competitive rates do not impair independence |
Expertise & Qualifications
- Senior executive leadership in healthcare technology and operations; responsible for innovation, technology, data security, procurement, real estate, and service operations at Aetna.
- Prior consulting experience (Accenture; Ernst & Young) and board experience including data center/cloud security.
- Board relies on skills in innovation/technology and cyber/physical security; Technology Committee oversees cybersecurity, AI, IT risk, and incident response.
Equity Ownership
| As of | Shares | Stock Units | Total |
|---|---|---|---|
| Feb 23, 2025 | 3,125 | 12,049 | 15,174 |
- Pledging status: None of the shares reflected are pledged.
- Vested status: Director stock units are fully vested; aggregate for Ms. McCarthy at 2024 year‑end totaled 12,040 units.
- Ownership guidelines: Non‑employee directors must hold stock/units equal to first five years of annual equity awards; enforced via holding requirement.
Governance Assessment
- Board effectiveness: McCarthy’s audit and technology oversight roles align with AEP’s risk profile (cybersecurity, AI, IT resilience, nuclear plant operations), supporting robust risk oversight and operational reliability.
- Alignment: Material equity component ($170,000 in stock units) and director ownership rules enhance alignment; hedging/pledging prohibition further supports shareholder interests; no tax gross‑ups to directors.
- Independence and engagement: Affirmed independent; strong attendance norms and annual third‑party director evaluations with direct feedback; active shareholder outreach led by governance committee and independent Chair/Lead Director.
- Compensation governance context: Board selected Meridian as independent board compensation consultant; director pay structure is standard with cash retainer plus equity, no options.
- Potential conflicts: Current external boards operate outside direct utility operations; any customer relationships within AEP’s service territories are at regulated/competitive rates and deemed non‑impairing to independence.
RED FLAGS: None observed in proxy related to hedging/pledging (prohibited), related‑party transactions (policy oversight with no impairments noted), director tax gross‑ups (none), or low attendance (each director ≥86.7%; average 97.5%).