Nicholas K. Akins
About Nicholas K. Akins
Nicholas K. Akins, age 64, is Lead Independent Director of Fifth Third Bancorp (FITBI) and has served on the Board since 2013. He is the retired Chair, Chief Executive Officer, and President of American Electric Power (AEP), with a 40-year career culminating in roles as Executive Chair (2023), CEO (2011), President (2011), and EVP (2006). He is independent under Nasdaq standards and was elected Lead Independent Director by the independent directors, with defined responsibilities for agenda-setting, executive sessions, and shareholder/regulator engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power (AEP) | Executive Chair; CEO; President; EVP | Executive Chair (2023); CEO (2011); President (2011); EVP (2006) | Led a large, regulated utility; oversight of operational, financial, compliance, and cyber activities; culture initiatives |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| DTE Energy | Director | Current | Listed among 2025 nominees’ other public boards |
| GE Vernova | Director | Current | Listed among 2025 nominees’ other public boards |
| American Electric Power | Director | Prior | Ended 2023 (parenthetical year indicates prior end) |
Board Governance
- Independence and tenure: Independent (Nasdaq); Director since 2013 .
- Role: Lead Independent Director; annually elected by independent directors; responsibilities include leading executive sessions, approving agendas/schedules, facilitating communication with shareholders/regulators, and advising on CEO/Board evaluations .
- Committee assignments (2024): Member—Finance; Human Capital & Compensation; Nominating & Corporate Governance. Ex-officio non-voting member (by virtue of LID)—Audit; Risk & Compliance; Technology .
- Attendance and engagement: Board met 10 times in 2024; aggregate Board/Committee attendance was 97%; no director attended <75%; all directors attended the Annual Meeting .
- Committee activity (2024): Audit (10 meetings); Finance (2); Human Capital & Compensation (6); Nominating & Corporate Governance (3); Risk & Compliance (11, incl. one special); Technology (4) .
- Board leadership framework: Chair/CEO roles combined (Mr. Spence) with strong LID oversight by Mr. Akins; Board reviews leadership structure periodically .
- Director development: Robust director education—30 education sessions in 2024 across Board and Committees .
- Overboarding policy: Max 4 total public boards (2 for active CEOs); Akins’ current count (FITBI + DTE + GE Vernova) is within policy .
Fixed Compensation
| Element | FITBI Director Program (2024) | Akins 2024 Actuals | Notes |
|---|---|---|---|
| Annual retainer (cash) | $100,000 | Included in cash total | Paid quarterly in arrears |
| Lead Independent Director additional retainer | $90,000 | Included in cash total | Paid to LID |
| Equity retainer (RSUs) | $140,000 | $140,000 (grant-date fair value) | Granted on April 16, 2024 at $34.09; RSUs vest at end of Board service; deferral optional |
| Committee retainers (chair/member) | Varies by committee | N/A to Akins unless applicable | Audit and Risk & Compliance have member fees; others chair-only fees |
| 2024 cash fees earned | — | $175,659 | Reported in Director Compensation Table |
| 2024 total | — | $315,659 | Cash + equity fair value |
| 2025 adjustment | +$10,000 (split cash/equity) | Program change | Effective Jan 1, 2025 |
Performance Compensation
Directors do not receive performance-based compensation; no option awards or non-equity incentive compensation were paid to directors in 2024. Director equity is delivered as RSUs that vest upon completion of Board service (not tied to performance metrics) .
| Performance Metric | Disclosure for Directors |
|---|---|
| Performance-linked director pay | None; no performance-based awards for directors |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| DTE Energy | Director | No related-party transactions involving Akins disclosed by FITBI in latest proxy |
| GE Vernova | Director | No related-party transactions involving Akins disclosed by FITBI in latest proxy |
| American Electric Power (ended 2023) | Former Director/Executive | No related-party transactions involving Akins disclosed by FITBI in latest proxy |
Related-person transactions disclosed in the 2025 proxy involved other parties (e.g., Cincinnati Bengals arrangements related to Director Katherine Blackburn) and not Mr. Akins .
Expertise & Qualifications
- Skills designated by FITBI: Accounting/Financial Reporting; Compensation & Benefits; Corporate Governance; Cybersecurity; Executive Management; Human Capital Management; Legal & Regulatory; Risk Management; Strategic Planning; Sustainability .
- LID criteria fit: Independence; deep knowledge of Board/Company; CEO experience; governance leadership; consensus-building; time capacity; sustainability leadership .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common) as of Dec 31, 2024 | 72,164 shares (0.0108% of class) |
| Outstanding RSUs (director equity awards) | 72,164 RSUs (vest at end of service) |
| Hedging/pledging | Company policy prohibits hedging and using Company securities as loan collateral |
| Director ownership guideline | 6× annual cash retainer within 5 years of appointment; status: all directors either meet/exceed or are on pace |
Governance Assessment
- Board effectiveness and LID influence: Akins, as LID, leads independent director executive sessions, approves agendas, facilitates communication with investors/regulators, and liaises on CEO/Board evaluations—enhancing oversight and independence .
- Independence and attendance: He is independent; Board/Committee attendance was strong in 2024 (97% aggregate), with all directors attending the Annual Meeting—supporting engagement and effectiveness .
- Committee coverage and risk oversight: Active roles across Finance, Human Capital & Compensation, and Nominating & Corporate Governance; ex-officio presence across Audit, Risk & Compliance, and Technology ensures broad oversight touchpoints for risk, audit, and cyber .
- Ownership alignment: RSU-based director equity and 6× retainer ownership guideline (with reported compliance/on-track status) support alignment with shareholders; hedging/pledging prohibitions mitigate misalignment risk .
- Shareholder sentiment: Say-on-pay support at 96% in 2024 indicates investor comfort with compensation governance under the Board’s oversight .
- Related-party/conflict review: No related-party transactions involving Akins disclosed; related-person items in the proxy were unrelated to Akins, reducing conflict concerns .
RED FLAGS: None disclosed specific to Akins in the latest proxy. He remains within overboarding limits (policy cap four total boards; he serves on three including FITBI), and no pledging/hedging is permitted by policy .
Additional context: As LID, Akins authored the shareholder letter highlighting Board succession, reductions from 16 to 13 directors, and continued focus on stability, profitability, and growth—signaling active Board refreshment and strategic oversight .