Sandra Beach Lin
Director at AEP
Board
About Sandra Beach Lin
Sandra Beach Lin is 67, an independent director at AEP since July 2012, and currently serves as Chair of the Corporate Governance Committee, with memberships on the Audit, Executive, and Technology Committees . She is a retired CEO of Calisolar, Inc. (2010–2011) and previously held senior executive roles at Celanese (2007–2010), Avery Dennison, Alcoa, and Honeywell; she is also an NACD Board Leadership Fellow and a member of the NACD Nominating & Governance Chair Advisory Council . The Board has determined she is independent and has designated her as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calisolar, Inc. | Chief Executive Officer | 2010–2011 | Led commercialization of innovative materials/technology to reduce solar cell manufacturing costs |
| Celanese Corporation | Executive Vice President; then Corporate Executive Vice President | 2007–2010 | Senior leadership in global hybrid chemical operations and strategy execution |
| Avery Dennison | Senior Operating Roles | Not disclosed | Operational leadership in industrial manufacturing settings |
| Alcoa | Senior Operating Roles | Not disclosed | Experience in manufacturing safety and operations |
| Honeywell | Senior Operating Roles | Not disclosed | Sales, marketing, and operational experience |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Avient Corporation | Director | Current (not dated in proxy) | Not disclosed in AEP proxy |
| Trinseo plc | Director | Current (not dated in proxy) | Not disclosed in AEP proxy |
| NACD | Board Leadership Fellow; Nominating & Governance Chair Advisory Council Member | Current | Governance expertise and chair-level best practices |
Board Governance
- Independence: The Board determined Ms. Lin (and all nominees other than the CEO) has no material relationship with AEP and is independent under NASDAQ and AEP standards .
- Audit Committee Financial Expert: The Board designated Ms. Lin as an “audit committee financial expert” .
- Attendance: 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 2024 annual meeting virtually .
- Governance leadership: As Corporate Governance Chair, her committee oversees director selection criteria, board composition and refreshment, independence/conflict reviews, compliance program, political engagement, shareholder outreach, annual director evaluations, and related-party transaction policy oversight .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Corporate Governance | Chair | 6 |
| Executive | Member | 1 |
| Technology | Member | 4 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | Paid quarterly; optional deferral under Retainer Deferral Plan |
| Corporate Governance Chair Retainer | $20,000 | Additional chair retainer |
| Total Cash Fees Earned (2024) | $150,000 | Matches reported cash in director compensation table |
| Annual Equity (Stock Units or Stock Fund) | $170,000 | Credited quarterly; for ≥60 months of service may receive AEP Stock Fund contributions |
| All Other Compensation | $685 | Company-paid accidental death insurance premium |
| Total (2024) | $320,685 | As reported for Sandra Beach Lin |
Program structure and governance:
- Non-employee directors receive a mix of cash and quarterly equity awards; no meeting fees; chair retainers compensate added responsibility. Meridian is the independent board compensation consultant; no tax gross-ups for directors .
- Retainer Deferral Plan allows deferral of up to 100% of cash retainers into market-based investment options, including an AEP stock fund, with distributions post-termination or up to five years thereafter .
Performance Compensation
Directors at AEP do not receive performance-based bonuses or options; equity is granted as stock units or stock fund contributions credited quarterly and fully vested, aligning director pay with shareholder value without short-term performance incentives .
| 2024 Director Equity Award Terms (Ms. Lin) | Detail |
|---|---|
| Instrument | AEP stock units or AEP Stock Fund contributions (depending on tenure) |
| Grant Value | $170,000 (full-year) |
| Units Credited (full-year directors) | 1,853 units (if stock units selected) |
| Credit/Grant Cadence | Quarterly, based on months served |
| Vesting | Fully vested; dividend equivalents accrue as additional units |
Executive LTI metrics (context for pay-for-performance at AEP; directors not tied to these):
| Metric | Weight (2024–2026 design) | 2022–2024 Outcome | Payout Impact |
|---|---|---|---|
| Cumulative Operating EPS | 50% | $15.958 (above target) | 107.3% of target |
| Relative TSR vs. TSR Peer Group | 40% | 59th percentile | 129.3% of target |
| Non-emitting generating capacity | 10% | 31.1% (below target; target adjusted to exclude sold renewables) | 44.2% of target |
| Weighted payout | — | — | 109.8% of target |
- For 2025, Reliability was eliminated; EPS and TSR weights set to 50%/50% .
Other Directorships & Interlocks
| Company | Relationship to AEP | Potential Interlock/Conflict Considerations |
|---|---|---|
| Avient Corporation (director) | Industrial customer profile (general) | AEP’s independence process reviews any payments/relationships; service purchases at tariff/competitive rates typically do not impair independence . |
| Trinseo plc (director) | Industrial customer profile (general) | Same independence review framework applies; Board concluded no material conflicts for independent directors . |
Expertise & Qualifications
- Senior executive experience across multiple industrial manufacturing sectors; deep operations and safety background; sales and marketing expertise; innovation exposure via solar materials commercialization .
- Audit committee financial expert designation, enhancing financial oversight effectiveness .
- Governance leadership as Corporate Governance Chair and NACD advisory council member supports board refreshment, independence, compliance, and investor confidence initiatives .
Equity Ownership
| Holder | Shares | Stock Units | Total | Notes |
|---|---|---|---|---|
| Sandra Beach Lin (as of Feb 23, 2025) | 1,032 | 36,243 | 37,275 | None of the shares are pledged; stock units include deferred amounts under director plans; excludes RSUs not vesting within 60 days . |
| Sandra Beach Lin (2024 year-end units disclosure) | — | 36,133 | — | Aggregate stock units fully vested at 2024 year-end . |
| Directors & Officers as a Group | 87,338 | 285,611 | 372,949 | Group beneficial ownership <1% of outstanding shares . |
Stock ownership guidelines for directors:
- Required to own AEP common stock or stock units equal to first five years of annual equity awards; directors must hold stock units until termination of service; after five years, contributions may be made to an AEP Stock Fund with permitted transfers during open windows .
Governance Assessment
- Committee influence: As Corporate Governance Chair, Lin oversees director nominations, independence/conflict reviews, compliance, political engagement, and annual evaluations—key levers for board effectiveness and investor confidence .
- Financial oversight: Audit committee membership plus “financial expert” designation adds rigor to financial reporting and internal control oversight .
- Alignment: Director pay is balanced between cash ($150,000 in 2024) and equity ($170,000), with fully vested, quarterly credited stock units that promote long-term alignment; no meeting fees or tax gross-ups, and independent consultant oversight (Meridian) of program competitiveness .
- Engagement: Board reported high attendance (97.5% average) and all directors attended the annual meeting virtually; Ms. Lin’s NACD involvement indicates external governance engagement and best-practice orientation .
- Risk controls: Robust executive clawback policies (mandatory and “no-fault”) and prohibitions on hedging and pledging apply to executives and directors, lowering governance risk and improving investor alignment .
- Conflicts/related party: No specific related-party transactions disclosed involving Ms. Lin; AEP’s Related Person Transaction Approval Policy is overseen by her committee, with arm’s-length and materiality reviews; Board concluded independence for all nominees (other than the CEO) including Ms. Lin .
RED FLAGS
- None disclosed for Ms. Lin: no pledging, no related-party transactions, no attendance deficiencies, and no tax gross-ups or option repricing in director program .