Holly Koeppel
AESAbout Holly K. Koeppel
Independent director of AES since 2015; age 66; Chair of the Financial Audit Committee and member of the Governance and Innovation & Technology Committees. Former EVP & CFO of American Electric Power and a senior infrastructure investor; designated an SEC “audit committee financial expert.” The Board affirmed her independence under NYSE rules in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power (AEP) | EVP & CFO | 2006–2009 | Led finance, reporting and commodity risk management |
| American Electric Power (AEP) | Various executive positions | 2000–2006 | Senior operating/financial leadership |
| Citi Infrastructure Investors (Citigroup) | Partner & Global Head | 2010–2015 | Led energy infrastructure investing; deep sector/regulatory expertise |
| Corsair Infrastructure Management | Managing Director | 2015–2017 | Private equity infrastructure investing |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| British American Tobacco p.l.c. | Director | Yes | Since 2017 |
| Flutter Entertainment plc | Director | Yes | Since 2021 |
| Core Natural Resources, Inc. | Director | Yes | Since 2025 |
| Arch Resources, Inc. | Director | Yes | 2019–2025 |
| Vesuvius Plc | Director | Yes | 2017–2021 |
Board Governance
- Independence: Determined independent by the Board under NYSE rules; Audit Committee members meet Exchange Act independence standards .
- Committee assignments and meeting cadence:
- Audit Committee: Chair; 8 meetings in 2024; designated “audit committee financial expert” and financially literate .
- Governance Committee: Member; 6 meetings in 2024 .
- Innovation & Technology Committee: Member; 5 meetings in 2024 .
| Governance Attribute | Detail |
|---|---|
| Director since | 2015 |
| Independence status | Independent (NYSE) |
| Committee roles | Audit (Chair); Governance (Member); Innovation & Technology (Member) |
| Financial expert designation | Yes (SEC definition) |
| Board/Committee attendance | Board average 96%; no director <75% in 2024 |
| Executive sessions | Independent directors met after 7 Board meetings in 2024 |
| Overboarding policy | ≤4 public boards; all directors in compliance |
| Stockholder Say-on-Pay (2024) | 96% support for NEO pay |
Fixed Compensation (Director Pay – 2024)
| Component | Amount |
|---|---|
| Annual Board retainer (cash or DSUs) | $100,000 |
| Audit Committee Chair fee | $25,000 |
| Fees earned/paid in cash (H. Koeppel) | $125,000 |
| Deferred Incentive Compensation Grant (DSUs; fully vested at grant) | $175,000 (grant-date fair value) |
| Total director compensation (H. Koeppel) | $300,000 |
| Retainer/Chair deferral election (2024) | $0 retainer deferred; $0 chair deferred |
Notes:
- Board did not increase director compensation in 2024 and does not intend to in 2025 .
- Chairman receives higher multiples for cash retainer and DSU grant; non-employee directors otherwise uniform .
Performance Compensation
Directors receive an annual DSU grant that is fully vested at grant and generally paid after Board service ends; there are no performance-contingent metrics tied to director equity at AES.
| Element | Instrument | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual equity grant (H. Koeppel, 2024) | Deferred Stock Units | Fully vested at grant; paid post-service | None (not performance-based) |
Other Directorships & Interlocks
- Public boards: British American Tobacco, Flutter Entertainment, Core Natural Resources; prior Arch Resources and Vesuvius .
- Overboarding: AES policy caps at ≤4 public boards; compliance affirmed for all directors .
- Potential interlocks/conflicts:
- Arch Resources (coal): AES is exiting coal; no related person transactions reported in 2024, mitigating direct conflict risk .
- BAT/Flutter: No disclosed commercial ties to AES; ESG optics may be considered by investors; no related person transactions reported in 2024 .
Expertise & Qualifications
- Finance/investment leadership (CFO AEP; private equity partner/MD); deep energy infrastructure and risk management experience .
- Audit and financial reporting oversight; SEC “financial expert” on Audit Committee .
- Education: B.S. and MBA, Ohio State University .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common stock) | 161,943 shares |
| Shares outstanding (record date) | 711,900,547 |
| Ownership as % of shares outstanding | 0.023% (161,943 ÷ 711,900,547) |
| DSUs credited (cumulative, 12/31/2024) | 161,943 units |
| Options held | None (only one director—Monié—held options as of 12/31/2024) |
| Director stock ownership guideline | ≥5x annual retainer within 5 years; all directors attained or on track |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Governance Assessment
-
Strengths
- Independent director; Audit Chair and SEC financial expert, bolstering financial reporting and compliance oversight .
- Robust alignment and discipline: no hedging/pledging; stringent stock ownership guidelines; DSUs fully vested but paid post-service to encourage longer-term alignment .
- High board engagement: strong overall attendance; active executive sessions of independent directors .
- Compensation is modest, formulaic, and equity-heavy for directors; no options granted in 2024 .
-
Watch items / potential red flags
- AES disclosed a material weakness in internal control in the Form 10-K and restated certain interim 2024 statements; although clawback recovery was not triggered and incentive plans were unaffected, continued remediation is a governance priority overseen by the Audit Committee Chair .
- Prior Arch Resources board service could raise perceived conflict optics amid AES’s coal exits; AES reports no related person transactions in 2024, lowering direct exposure risk .
- External boards (BAT/Flutter) pose no disclosed commercial ties, but ESG optics at BAT may attract investor scrutiny; overboarding compliance affirmed .
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Overall
- Profile supports investor confidence: independent status, audit leadership, sector finance expertise, and adherence to ownership/insider trading controls. Maintain focus on internal control remediation progress and monitor any evolving exposure related to external board roles .