Sara Martinez Tucker
Lead Independent Director at AEP
Board
About Sara Martinez Tucker
Independent Chair of AEP since February 2024; previously Lead Director (February 2022–February 2024) and a director since January 2009. Age 69 as of March 13, 2025. Former Under Secretary of Education (2006–2008), CEO of National Math and Science Initiative (2013–2015), CEO/President of Hispanic Scholarship Fund (1997–2006), independent consultant (2009–2013), and retired AT&T executive, bringing regulatory, human capital, and customer operations experience to AEP’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Education | Under Secretary of Education | 2006–2008 | Government/regulatory experience applicable to a heavily regulated utility . |
| National Math and Science Initiative | Chief Executive Officer | Feb 2013–Mar 2015 | Leadership, talent development, and education insights . |
| Hispanic Scholarship Fund | Chief Executive Officer & President | 1997–2006 | Social responsibility and diversity perspective . |
| AT&T | Executive (retired) | Not specified | Telecom regulatory, HR, consumer/retail operations experience . |
| Independent Consultant | Consultant | 2009–Feb 2013 | Strategy and governance perspective . |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Service Corporation International | Director | Current | Current public company directorship . |
| Cornerstone OnDemand, Inc. | Director | Prior (within last 5 years) | Prior public company board service . |
| Sprint Corporation | Director | Prior (within last 5 years) | Prior public company board service . |
Board Governance
- Independent Chair since February 2024; previously Lead Director. Board maintains flexibility to separate Chair/CEO and currently has an independent Chair to strengthen oversight .
- Committees: Executive (Chair), Human Resources (Chair), Corporate Governance. 2024 committee meetings: Executive 1, Human Resources 8, Corporate Governance 6; overall average director attendance was 97.5%, and each director attended ≥86.7% of their meetings .
- Independence: Affirmed independent under NASDAQ and AEP standards; Board conducts annual independence reviews, including payments to director‑affiliated entities, purchases at tariff/competitive rates, and charitable contributions, and found no impairment of independence from such relationships .
- Executive sessions of non‑management directors occur at every Board meeting; committees may hire outside advisors independently of management .
- Leadership actions: Board removed prior CEO in Feb 2024, appointed an interim CEO, and subsequently hired a permanent CEO effective Aug 1, 2024, demonstrating active oversight of succession and performance .
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $330,000 | As disclosed for Ms. Tucker . |
| Stock Awards (2024) | $170,000 | Grant date fair value of stock units or Stock Fund contributions . |
| All Other Compensation (2024) | $685 | Company‑paid accidental death insurance premium . |
| Total (2024) | $500,685 | Sum of elements above . |
| 2024 Director Compensation Program | Amount (USD) | Notes |
|---|---|---|
| Annual Retainer (cash) | $130,000 | Paid quarterly; deferral optional . |
| Annual Stock Unit Awards | $170,000 | Credited quarterly; dividend equivalents accrue . |
| Committee Chair Retainers | $25,000 (Audit); $25,000 (HR); $20,000 (Corporate Governance); $20,000 (Finance); $20,000 (Nuclear Oversight); $20,000 (Technology) | Paid in cash . |
| Independent Chair Annual Retainer | $200,000 | Approved Feb 2024 . |
| Lead Director Annual Retainer | $50,000 | If applicable . |
| Demand Review Committee | $20,000 Chair; $10,000 members | Not applicable to Ms. Tucker’s roles . |
| Tax Gross‑ups | None | Directors do not receive tax gross‑ups . |
Performance Compensation
| Feature | Terms | Metrics |
|---|---|---|
| Equity Instrument | AEP stock units or AEP Stock Fund contributions (for >60 months service) | Directors who served full year received either 1,853 units or $170,000 contributions in 2024 . |
| Vesting | Stock units and Stock Fund balances credited quarterly; directors’ year‑end aggregate units are fully vested | Fully vested at year‑end; units paid in shares after service termination; Stock Fund paid in cash after service termination . |
| Holding/Payment | Units held until termination unless further deferral elected; Stock Fund balances similarly deferred/payout post‑service | Directors required to hold first five years of equity awards; retention embedded via plan design . |
| Performance Metrics | Not applicable for director equity grants | Director equity awards are time‑based stock units; no TSR/EPS hurdles disclosed for directors . |
Other Directorships & Interlocks
| Entity | Relationship to AEP | Independence/Conflict Considerations |
|---|---|---|
| Organizations affiliated with directors in AEP service territories | Many purchase electric service from AEP subsidiaries | Purchases are at tariff or competitively bid rates; Corporate Governance Committee determined such relationships do not impede independence . |
| Charitable organizations affiliated with directors | AEP and its Foundation make contributions | Committee determined contributions were not materially influenced by directors and did not impair independence . |
Expertise & Qualifications
- Government/regulatory affairs (Under Secretary of Education) and telecom regulatory experience from AT&T, aligned with AEP’s regulated utility context .
- Human resources and customer service operations leadership; public company director experience .
- Board skills matrix lists Tucker as independent, age 69, with 16 years of board tenure as of March 13, 2025, indicating long‑standing institutional knowledge .
Equity Ownership
| Holder | Shares | Stock Units | Total | Notes |
|---|---|---|---|---|
| Sara M. Tucker (as of Feb 23, 2025) | 1,500 | 58,146 | 59,646 | None of the shares are pledged; includes deferred stock units; excludes RSUs not vesting within 60 days . |
| Sara M. Tucker (2024 year‑end aggregate units) | — | 57,956 | 57,956 | Directors’ aggregate units at 2024 year‑end are fully vested . |
- Director ownership guidelines: Non‑employee directors must own AEP stock/units equal to their first five years of annual equity awards, achieved by holding stock units until termination; after five years, directors receive Stock Fund contributions with transfer optional during open windows .
Governance Assessment
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Strengths
- Independent Chair with prior Lead Director experience; board separates Chair/CEO roles, enhancing oversight and investor confidence .
- Robust independence process and annual reviews; executive sessions at every meeting; committees empowered to retain independent advisors .
- HR Committee chaired by Tucker is fully independent and uses an independent compensation consultant (Meridian) with no conflicts; regular executive sessions with consultant .
- Director pay structure mixes cash and equity with mandatory holding via stock units and no tax gross‑ups; alignment reinforced by post‑service payout provisions .
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Potential Risks and Mitigations
- Concentration of authority: Tucker concurrently serves as Board Chair, HR Committee Chair, and Executive Committee Chair, which may elevate influence over CEO compensation and board agenda. Mitigated by independent committee composition, independent consultant oversight, and executive sessions .
- Activism context: Icahn Group nomination agreement affects board composition and committee access; while not directly tied to Tucker, it can influence board dynamics and oversight cadence .
- Leadership transitions: Board’s removal of prior CEO and appointment of interim and permanent CEOs reflects assertive governance; investors may weigh transition execution; overall process followed succession programs .
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Attendance & Engagement
- 2024 average director attendance was 97.5%, with every director at or above 86.7%; committees on which Tucker serves met regularly (HR 8; Corporate Governance 6; Executive 1), supporting engagement expectations .
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Compliance & Insider Filings
- Proxy notes certain delinquent Section 16(a) filings for other individuals; Ms. Tucker is not listed among exceptions, indicating no noted delinquency for her in 2024–2025 disclosures .
RED FLAGS
- Role concentration (Chair + HR Chair + Executive Chair) can raise perceived governance risk; monitor compensation decisions and succession processes for independence and rigor .
- Activist agreement mechanisms (e.g., committee access provisions tied to Icahn designee) may affect committee autonomy; assess any impacts on HR/C governance under Tucker’s leadership .