Janet Davidson
AESAbout Janet G. Davidson
Independent director of AES since 2019; age 68. Former senior technology executive with Alcatel Lucent (EVP Quality & Customer Care; Chief Compliance Officer; Chief Strategy Officer) and long tenure across broadband/IP/optical networking; education includes a B.A. in Physics (Lehigh University) and M.S. in Electrical Engineering (Georgia Tech). Chairs AES’s Innovation & Technology Committee and serves on the Compensation and Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcatel Lucent (incl. Bell Labs/Lucent) | EVP, Quality & Customer Care | 2008–2011 | Led global quality and customer care operations; strengthened customer centricity |
| Alcatel Lucent | Chief Compliance Officer | 2006–2008 | Oversight of compliance frameworks across complex tech footprint |
| Alcatel Lucent | Chief Strategy Officer | 2005–2006 | Managed strategy, including Lucent–Alcatel merger integration to drive growth and efficiencies |
| Alcatel Lucent | Group President, Internetworking System | 2001–2005 | Leadership in broadband/IP/optical portfolios; network integrity/security focus |
| Alcatel Lucent | Various roles | 1979–2001 | Progressive leadership across global technology businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| STMicroelectronics N.V. | Director | 2013–present | Public company board; technology and semiconductor oversight |
| Millicom International Cellular | Director | 2016–2020 | Public company board; telecom markets |
Board Governance
- Independence: The Board determined Ms. Davidson is independent under NYSE rules .
- Committee assignments and chair roles:
- Innovation & Technology Committee: Chair
- Compensation Committee: Member
- Governance Committee: Member
- Attendance: Board met 9 times in 2024; committees met Audit 8, Compensation 7, Governance 6, Innovation & Technology 5. Overall average attendance was 96%; no director under 75% (individual attendance not separately disclosed) .
- Years of service: Director since 2019 (one-year terms) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Innovation & Technology | Chair | 5 |
| Compensation | Member | 7 |
| Governance | Member | 6 |
Additional governance practices relevant to directors:
- Overboarding limits: Non-employee directors ≤4 public boards; audit committee members ≤3 audit committees; all current directors comply .
- Executive sessions: Independent directors met after seven Board meetings in 2024 .
- Related persons: No related person transactions in 2024 .
- Communication channels: Dedicated emails to committees and directors .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual Board Retainer | $100,000 | Directors may elect cash or deferred stock units (DSUs) |
| Committee Chair Fee (Innovation & Technology) | $20,000 | Applies to committee chairs; Davidson’s role qualifies |
| Total Fees Earned (2024) | $120,000 | Reflects retainer + chair fee |
| Annual Deferred Incentive Compensation Grant (DSUs) | $175,000 | Fully vested at grant; paid after Board service ends; grant-date fair value based on $17.13/share |
| Elective Deferral of Retainer | $40,000 | Portion of annual retainer deferred into DSUs by Davidson |
| Meeting Fees | Not disclosed | No meeting fees described; compensation reviewed biennially |
Director stock ownership guidelines: ≥5× annual retainer within five years; all directors have attained or are on track .
Performance Compensation
- AES does not use performance-based equity for directors; annual DSU awards are fully vested at grant (settled post-service). No options granted to directors in 2024; only one director (Monié) holds legacy options .
| Award Type | Grant Value (2024) | Vesting | Payout Form |
|---|---|---|---|
| Deferred Stock Units (DSUs) | $175,000 | Fully vested at grant | Paid after Board service ends; DSUs track share value |
| Stock Options | $0 | N/A | None granted to directors in 2024 |
Other Directorships & Interlocks
| External Entity | Relationship to AES | Potential Interlock/Conflict Indication |
|---|---|---|
| STMicroelectronics N.V. | Semiconductor supplier broadly to tech; AES is power/renewables utility | No disclosed related party transactions or conflicts; AES policy requires Audit Committee review of any >$120k related party dealings—none in 2024 |
| Millicom International Cellular | Telecom operator | No disclosed conflicts with AES operations; no related party transactions in 2024 |
Expertise & Qualifications
- Technology and cybersecurity: Deep experience overseeing global networks across broadband/IP/optics, integrating advanced systems to enhance infrastructure and cyber posture .
- Innovation and customer solutions: Led quality and customer care operations; improved service delivery and operational efficiency .
- Strategy and growth: Led Lucent–Alcatel merger integration; board experience at tech companies guiding innovation strategies .
- Education: B.A. Physics (Lehigh); M.S. Electrical Engineering (Georgia Tech) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock/Units) | 70,038 | As of March 10, 2025; includes director deferred stock units credited under long-term plan; less than 1% of class (*) |
| DSUs Credited (12/31/2024) | 70,038 | Total DSUs in account year-end |
| Options | 0 | No options held by Davidson |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging of AES securities |
| Director Ownership Guideline Status | In compliance/on track | ≥5× retainer guideline; all directors compliant or tracking |
Governance Assessment
- Board effectiveness: Davidson’s technology and cybersecurity expertise is directly relevant to AES’s data-center and renewables strategy; as Chair of Innovation & Technology, she oversees emerging tech risks/opportunities and program reviews—supportive of strategic oversight .
- Compensation governance: As Compensation Committee member and signatory, she participates in overseeing executive pay, independent consultant (Meridian) engagement, and annual goal-setting; 2024 Say-on-Pay support was >96%—indicative of investor alignment .
- Independence & attendance: Independent status; board-wide attendance strong at 96% avg and above 75% minimum for all directors—supports engagement expectations .
- Alignment & safeguards: DSU-based director pay with rigorous ownership guidelines ties compensation to long-term equity value; company-wide prohibitions on hedging/pledging and defined clawback policy for executives signal conservative governance posture .
- Related-party checks: No related person transactions in 2024; formal Audit Committee policy governs any such reviews—reduced conflict risk .
RED FLAGS
- None disclosed specific to Davidson: no related-party transactions, no hedging/pledging, no Section 16(a) filing delinquencies noted for her (late filings in 2024 were for other officers) .