Rob Berntsen
About Rob Berntsen
Executive Vice President and General Counsel of American Electric Power (AEP) effective July 14, 2025, reporting to CEO Bill Fehrman; he succeeds David Feinberg, who transitions to senior advisor through August 15, 2025 . Berntsen brings two decades across utilities, an RTO, and a state commission, including EVP/Chief Legal & Compliance Officer at Xcel Energy; senior legal leader at BHE Renewables and MidAmerican Energy; VP at MISO; Chair/Member of the Iowa Utilities Commission; corporate counsel at Vectren; and U.S. Army JAG Corps captain (Iraq deployment in 2005). He holds a B.A. from Georgetown University and a J.D. from the University of Iowa . Context on performance alignment at AEP: 2022–2024 PSU cycle paid 109.8% of target (TSR at 59th percentile; cumulative operating EPS above target) , and 2024 operating EPS was $5.62 vs $5.63 target midpoint with the AIP EPS component scoring 91.5% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Xcel Energy | EVP and Chief Legal & Compliance Officer | Not disclosed | Senior legal leadership for a large regulated utility; governance, compliance and regulatory strategy |
| BHE Renewables (Berkshire Hathaway Energy) | SVP, Chief of Staff & General Counsel | Not disclosed | Legal and strategic support for renewable portfolio within BHE |
| MidAmerican Energy Company (BHE) | SVP and General Counsel; led legal, regulatory, government affairs, compliance and energy efficiency | Not disclosed | End-to-end regulatory/legal leadership for vertically integrated utility |
| Midcontinent ISO (MISO) | VP, Policy, Government & Regulatory Affairs | Not disclosed | Market design/policy interface across multi-state RTO |
| Iowa Utilities Commission | Chair and Member | Not disclosed | State utility oversight; ratemaking/policy |
| Vectren (now part of CenterPoint Energy) | Corporate Counsel | Not disclosed | Corporate legal support for energy holding company |
| U.S. Army JAG Corps | Captain; deployed to Iraq (2005) | 2005 (deployment) | Military legal service; operational leadership under stress |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in AEP’s announcement |
Fixed Compensation
No individualized 2025 pay terms for Berntsen have been filed yet. AEP’s 2024 target annual incentive opportunities (precedent by role) were: CEO 155% of base; Interim CEO 160%; CFO 80%; Chief Commercial Officer 80%; General Counsel 75%; Chief Information & Technology Officer 75% .
| Role (2024 precedent) | Target bonus (% of base) |
|---|---|
| CEO | 155% |
| Interim CEO | 160% |
| EVP & CFO | 80% |
| EVP & Chief Commercial Officer | 80% |
| EVP, General Counsel & Secretary | 75% |
| EVP & Chief Information & Technology Officer | 75% |
Other elements:
- Non-qualified plans available (SRSP, Incentive Compensation Deferral Plan, Stock Ownership Requirement Plan), with company match mechanics and distribution rules as disclosed in the proxy for executives generally .
Performance Compensation
AEP’s design and 2024 outcomes (these govern how Berntsen’s future incentives will be determined absent any role-specific changes):
| Metric | Weight | Target | Actual/Assessment | Payout/Score | Notes |
|---|---|---|---|---|---|
| Operating EPS | 60% | $5.63 (midpoint of guidance) | $5.6178 | 91.5% of target | Non-GAAP operating EPS used for AIP; GAAP EPS $5.60 |
| Safety (composite) | 20% | Programmatic targets set (CORE visit execution and behaviors) | 2024 safety scored 93.1% (modifier not applied due to circumstances) | 93.1% | 50% reduction modifier waived after investigation of third-party contractor fatality |
| Compliance | 5% | NERC incident reductions vs baseline | Would have been max but capped at target because EPS < target | 100% | |
| Affordability | 5% | LIHEAP/HEAP participation improvement thresholds | 96.1% | 96.1% | |
| Reliability | 5% | SAIDI thresholds/targets | Would have been 143.9%; capped at 100% due to EPS < target | 100% | |
| Employee Engagement | 5% | Target level | Reached target | 100% |
Long-term incentives (LTI) design:
- 2024 grants: 75% PSUs (3-year) and 25% RSUs; PSU metrics: 3-year cumulative operating EPS (50%), relative TSR vs custom utility peer group (40%), “Reliability through clean energy transition” (10%) . For 2025 awards, the Reliability metric was removed; PSU metrics are 50% EPS and 50% TSR .
- Vesting cadence: PSUs vest after 3-year performance period starting Jan 1, 2024; RSUs vest in three roughly equal annual tranches on/around Feb 21 cycle following a Feb 23 grant date .
Recent PSU performance and payout:
- 2022–2024 PSU cycle: TSR 59th percentile (40% weight) → 129.3% score; cumulative operating EPS above target (50% weight) → 107.3%; non-emitting capacity (10% weight) → 44.2%; weighted average payout 109.8% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership | Form 3 filed at appointment reports zero beneficially owned AEP shares . |
| Stock ownership guidelines | Executives must hold 1x–6x base salary in AEP stock/units by role; CEO 6x; other named executive officers 3x; five-year compliance window; deferrals (Career Shares) used to build/retain ownership until termination if below guideline . |
| Hedging/pledging | Prohibited for executives and directors under insider trading policy . |
| Clawback | “No-fault” discretionary clawback for restatements or corrected results and mandatory SEC Rule 10D-1 clawback for erroneously paid performance-based compensation . |
Implications for selling pressure and alignment:
- With no initial holdings reported and strong ownership requirements, early insider selling pressure appears limited; equity awards and Career Shares mechanisms support accumulation and retention over the next five years . Hedging/pledging prohibitions mitigate misalignment risk .
Employment Terms
| Provision | AEP program terms (executive officers) |
|---|---|
| Executive Severance Plan (involuntary termination other than cause / good reason) | CEO: 2x base + 2x target bonus; other named executive officers: 1x base + 1x target bonus; pro-rata vesting of outstanding PSUs/RSUs (PSUs pay at end of period based on actual performance); non-compete two years for 2x multiple participants and one year for others; confidentiality, non-solicitation, cooperation and non-disparagement required . |
| Change-in-Control (CIC) agreements | Double trigger required; CEO and certain grandfathered execs at 2.99x base + 2.99x target bonus; “new senior executives” generally at 2.0x (except a new CEO); no excise tax gross-ups; upon qualifying termination within one year post-CIC, all outstanding PSUs/RSUs vest (PSUs paid at target) . |
| Equity vesting cadence | PSUs 3-year performance/vesting from Jan 1, 2024 (design unchanged in 2025 for EPS/TSR); RSUs vest approximately on Feb 21 annually over ~3 years . |
Note: A specific employment agreement, base salary, sign-on or retention awards for Berntsen have not been disclosed as of the latest 8-Ks; his appointment and transition from Feinberg were announced June 17, 2025 (effective July 14) .
Investment Implications
- Compensation alignment: AEP’s heavy use of PSUs tied to EPS and relative TSR (now 50/50 for 2025 awards) aligns the legal function’s leadership with shareholder value creation and regulatory/operational execution over multi-year horizons . Strong clawbacks and anti-hedging/pledging provisions further support alignment .
- Retention risk: Executive Severance Plan and multi-year vesting (PSUs/RSUs) create retention hooks; severance includes restrictive covenants that protect AEP in the event of departure . For CIC, double-trigger mechanics and no tax gross-ups are shareholder-friendly while providing continuity incentives .
- Near-term trading signals: Initial Form 3 shows no holdings at appointment; monitor subsequent Form 4s for initial equity grants or open-market purchases as potential confidence/commitment signals .
- Program efficacy: 2024 AIP scored below target on EPS (91.5%) but delivered balanced results across safety/compliance/reliability/affordability; the 2022–2024 PSU payout at 109.8% indicates recent long-term targets were moderately exceeded, supporting the credibility of performance calibration .
Say-on-pay context: 95% approval in April 2024 indicates broad shareholder support for AEP’s executive pay program design heading into 2025 .
Citations: Appointment and background ; AIP metrics/outcomes ; LTI design and 2025 change ; PSU results ; Ownership/holding/clawback ; Severance/CIC ; Form 3 holdings .