Nicholas Akins
About Nicholas K. Akins
Independent Class III director at GE Vernova (GEV) since April 2024; age 64. Former Executive Chair, CEO, President and Chair of American Electric Power (AEP), with deep energy, manufacturing/operations, and risk management expertise; holds B.S. and M.S. in electrical engineering from Louisiana Tech University . Class III term expires at the 2027 annual meeting; Board tenure 1 year as of the proxy’s skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power Company, Inc. (AEP) | Executive Chair | Jan 2023 – Oct 2023 | Led board-level oversight during transition |
| AEP | Chair of the Board | Jan 2014 – Dec 2022 | Oversaw governance and strategy |
| AEP | Chief Executive Officer | Nov 2011 – Dec 2022 | Operational and strategic leadership |
| AEP | President | Jan 2011 – Dec 2022 | Enterprise management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DTE Energy Company | Director | Current | Not disclosed in proxy |
| Fifth Third Bancorp | Director | Current | Not disclosed in proxy |
| American Electric Power Company, Inc. | Director | Prior | Not disclosed in proxy |
| Rock & Roll Hall of Fame | Director | Current | Non-profit governance |
Board Governance
- Committee assignments: Chair, Nominating and Governance; Member, Safety and Sustainability; both committees comprised of independent directors .
- Independence: Board determined Akins is independent under NYSE rules; eight of nine directors are independent .
- Attendance and engagement: Board held six meetings and committees held 22 in 2024; each director attended at least 75% of aggregate Board/committee meetings; Board conducted site visits to research and manufacturing facilities as part of Lean/Genba engagement .
- Board leadership: Independent, non‑executive Chair; committee chairs are independent; structure reviewed periodically for appropriateness .
- Overboarding policy: Non‑executive directors generally limited to three other public boards; Audit Committee limits detailed; Akins’ two external public boards are within policy .
Committee Detail (Akins’ Committees)
| Committee | Role | 2024 Meetings | Independence | Key Responsibilities |
|---|---|---|---|---|
| Nominating & Governance | Chair | 4 | 100% independent | Director recruitment/refreshment; independence assessments; governance principles; resolves director/executive conflicts; reviews non‑employee director compensation practices; political/public policy oversight |
| Safety & Sustainability | Member | 5 | 100% independent | Oversight of EHS programs; sustainability goals/disclosures; ESG/climate risk oversight; public policy trends in sustainability |
Fixed Compensation (Director)
| Component | Program Terms | 2024 Amount (Akins) |
|---|---|---|
| Annual cash retainer | $140,000; payable quarterly and prorated for partial year service | $120,000 (prorated) |
| Committee chair fee | Nominating & Governance Chair: $20,000 annually | Included in cash total (prorated within $120,000) |
| Meeting fees | Not disclosed | Not disclosed |
| Equity grant (RSUs) | Annual RSUs valued at $185,000; 1,329 RSUs granted May 16, 2024; vest at earliest of next AGM, 1 year, CoC, disability/death | $221,146 grant‑date fair value; 1,329 RSUs granted |
| Other | Directors may defer 100% of equity grants; dividend equivalents accrue on deferred equity; charitable match up to $5,000 | Akins had no “All Other Compensation” in 2024 |
Notes: Equity fair value based on $166.40 grant‑date close; RSU count determined using 30‑day average price post spin-off ($139.2059) . In December 2024, Board approved ability (from FY2025) to elect RSUs in lieu of annual cash retainer and further defer equity .
Performance Compensation
- No performance‑based director compensation disclosed; non‑employee director equity is time‑based RSUs, not PSUs or option awards tied to performance metrics .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| DTE Energy Company | Public | Same industry ecosystem; no related‑party transactions disclosed involving Akins |
| Fifth Third Bancorp | Public | Financial services; no CHCC interlocks or insider participation disclosed |
Compensation Committee Interlocks: None; no insider participation on CHCC in 2024 .
Expertise & Qualifications
- Energy sector leadership; manufacturing & operations; executive experience; risk management—skills designated for Akins in the Board skills matrix .
- Electrical engineering credentials (B.S. and M.S.) provide technical depth for oversight in electrification/decarbonization .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned | 18 | Includes 10 shares in a trust controlled by spouse and 1 share in a trust controlled by Akins |
| Shares underlying RSUs/options (within 60 days) | 0 | Deferred RSUs not counted in this column |
| Deferred RSUs outstanding | 1,329 | Each director elected to defer the May 16, 2024 RSU award |
| Ownership % of outstanding | <1% | Represented as less than 1% |
| Pledged shares | 0 | No shares are pledged by named persons |
| Hedging/pledging policy | Prohibited for directors and executive officers | Anti‑hedging and anti‑pledging policy |
| Director ownership guideline | $700,000 (5× cash retainer) within 5 years | RSUs count; unvested PSUs/options do not count |
Insider Trades
| Item | 2024 Status | Source |
|---|---|---|
| Section 16(a) filings | All required filings satisfied on a timely basis | Proxy Section 16(a) compliance statement |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance (conflict resolution, independence vetting, refreshment); member of Safety & Sustainability with explicit ESG and EHS oversight; Board structure with independent Chair and independent committee chairs; anti‑hedging/anti‑pledging; robust director ownership guidelines; documented site‑visit engagement and investor outreach .
- Compensation alignment: Mix of cash and time‑based RSUs with deferral feature; no meeting fees; ability (from FY2025) to take retainer in RSUs expands alignment; 2024 cash retainer prorated due to post‑spin start .
- Attendance/engagement: Met minimum expectations (≥75%); Board/committee activity levels indicate active oversight (6 Board; 22 committee meetings) .
- Conflicts/related‑party: No related‑party transactions involving Akins disclosed; CHCC interlocks none; Nominating & Governance charter assigns conflict resolution to Akins’ committee .
- Risk indicators: No pledging; insider trading policy with preclearance/blackouts; strong committee ESG/EHS oversight reduces reputational and operational risks; overboarding within policy .
Shareholder Interaction
- 2025 AGM proposals include director elections, Say‑on‑Pay, Say‑on‑Frequency (one year recommended), and auditor ratification; management/IR engaged shareholders representing ~41% of outstanding shares; ~19% met with senior leadership .