DEF 14A of Firstenergy Corp, Mar 29, 2024

DEF 14A of Firstenergy Corp

Filed Mar 29, 2024 · FY20230001193125-24-082179

Open on EDGAR

  1. AGENDA

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  2. WEBSITES

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  3. OUR CORE VALUES

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  4. 2024-2028 Investment Plan Summary

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  5. HUMAN CAPITAL MANAGEMENT

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  6. CLIMATE STRATEGY

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  7. VOTING MATTERS

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  8. HOW TO CAST YOUR VOTE

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  9. HOW TO CAST YOUR VOTE

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  10. HOW TO CAST YOUR VOTE

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  11. HOW TO CAST YOUR VOTE

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  12. HOW TO CAST YOUR VOTE

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  13. HOW TO CAST YOUR VOTE

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  14. Legal Proceedings

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  15. Risk Management

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  16. Risk Management

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  17. Commitment to Shareholder Outreach and Engagement

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  18. Director Orientation and Continuing Education

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  19. Communications with your Board of Directors

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  20. Director Nomination Related Agreements

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  21. Attributes, Experience, Qualifications and Skills of your Board

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  22. Attributes, Experience, Qualifications and Skills of your Board

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  23. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  24. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  25. Director Independence

    Biographical Information and Qualifications of Nominees for Election as Directors The following provides information about each director nominee. The information presented below includes each nominee’s specific experiences, qualifications, attributes, and skills that contributed to the conclusion by the Governance, Corporate Responsibility and Political Oversight Committee and your Board that he or she should serve as a director of your Company.

  26. Director Independence

    | | Heidi L. Boyd Director | | AGE: 39 FirstEnergy DIRECTOR SINCE 2024 | STANDING COMMITTEES: Audit; Compensation; Governance, Corporate Responsibility and Political Oversight |

  27. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Senior managing director at Blackstone Inc., a global investment firm. Ms. Boyd has been a private equity investor in infrastructure businesses for nearly 15 years. Before joining Blackstone in 2018, she was at Macquarie Infrastructure and Real Assets, where she was involved with numerous transactions in the utility, energy, waste and transportation sectors. Currently, she serves as Board member and Audit Committee Chair at Carrix Inc., a private global ports operator (since 2021). She also served as director at NIPSCO (a role that ended in February 2024), a regulated utility subsidiary of NiSource, Inc., and as director at Atlantic Power Transmission (2022-2023), a Blackstone Infrastructure Partners company focused on offshore wind power transmission. KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Ms. Boyd received her Bachelor of Arts in Science, Technology and Society from Stanford University, where she co-founded the Stanford Women in Business. She also received her Master of Business Administration from Harvard Business School. At Blackstone, she oversees significant portfolio company investments which are asset-and people-intensive, with a strong focus on safety programs and oversight. Her board-level experience at regulated utilities coupled with her finance acumen provides valuable service to the FirstEnergy Board.

  28. Director Independence

    | | Jana T. Croom Director | | AGE: 47 FirstEnergy DIRECTOR SINCE 2022 | STANDING COMMITTEES: Audit; Governance, Corporate Responsibility and Political Oversight |

  29. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Chief financial officer for Kimball Electronics, Inc., a global electronics manufacturing company, since July 2021, after serving as vice president, finance (from January 2021 to July 2021). She previously served as vice president, financial planning and analysis (from August 2019 to January 2021), director of operations planning (from March 2017 to August 2019), and also held a number of roles of increasing responsibility including regulatory, operations and finance at NiSource Inc., a regulated public utility. Ms. Croom received her Bachelor of Arts degree from The College of Wooster and a Masters of Business Administration from the Fisher College of Business at The Ohio State University. She is a tenured utility industry finance executive having worked in both the electric and natural gas business. She has acquired extensive and wide-ranging leadership, accounting, audit, financial planning and analysis, investor relations, tax, treasury and governance oversight skills through her former roles. Prior to her roles at Kimball Electronics and NiSource, she also was employed by American Electric Power Co Inc., an investor-owned electric utility, focusing on investor relations, corporate finance and treasury. Ms. Croom’s extensive and wide-ranging leadership, accounting, audit, governance oversight and related skills make her a valuable member of your Board.

  30. Director Independence

    | 24 | FIRSTENERGY CORP. |

  31. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  32. Director Independence

    | | Steven J. Demetriou Director | | AGE: 65 FirstEnergy DIRECTOR SINCE 2017 | STANDING COMMITTEES: Finance (Chair); Compensation |

  33. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Mr. Demetriou serves as executive chair of the board of directors of Jacobs Solutions Inc. (“Jacobs”) (formerly Jacobs Engineering Group Inc.), a provider of technical professional services, including consulting, technical, scientific and project delivery for the government and private sector, a position he has held since January 2023. He previously served as chief executive officer of Jacobs (from 2015 to January 2023). In connection with Jacobs’ succession plan, he currently serves as executive chair of the Jacobs board. He also serves as a director of Arcosa, Inc., a provider of infrastructure-related products and solutions since January 2023. He previously served as chair of the board of C5 Acquisition Corp. (“C5AC”) from January 2022 to November 2023. He previously served as chairman and chief executive officer (from 2004 to 2015) of Aleris Corporation, a manufacturer of aluminum rolled products and as a director of Kraton Corporation (from 2009 to 2017). KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Mr. Demetriou received his Bachelor of Science degree in chemical engineering from Tufts University. He has extensive experience in leadership and senior management roles, including the role of chief executive officer. In addition, he brings experience in a variety of industries, including engineering, construction and oil and gas. He also has substantial experience with a company that provides cybersecurity, sustainability and environmental related solutions. His extensive executive and board experience has equipped him with leadership skills and the knowledge of board processes and functions. This experience qualifies him to serve as a member of your Board. OTHER INFORMATION: In assessing whether directors and director nominees, including Mr. Demetriou, have sufficient time to devote to board duties and responsibilities, the Governance Committee and your Board consider, among other things, the commitments of each director on the boards of other public companies. In recommending to the full Board the re-election of Mr. Demetriou, the members of the Governance Committee considered the requirements of the Board’s Corporate Governance Policies, as well as the policies of several of the Company’s major shareholders regarding the number of boards on which an executive chair should serve. In addition to your Board, Mr. Demetriou also serves on the board of directors of Arcosa, Inc., and, since January 2023, serves as executive chair of Jacobs after stepping down as its chief executive officer as part of ordinary succession planning. Following robust due diligence regarding Mr. Demetriou’s commitments, including feedback from shareholders, your Governance Committee and the Board believe that Mr. Demetriou has demonstrated, and will continue to demonstrate, the ability to dedicate sufficient time to carry out his Board duties effectively. They believe it is in the Company’s best interest that he continue to serve as a director for the following reasons:

  34. Director Independence

    | ◾ | Mr. Demetriou no longer serves as chief executive officer of Jacobs and he no longer serves on the board of C5AC |

  35. Director Independence

    | ◾ | As executive chair, his workload at Jacobs has significantly reduced as he focuses on advising its executive team on strategic and capital deployment initiatives, providing executive sponsorship for several key client engagements and supporting ongoing culture initiatives |

  36. Director Independence

    | ◾ | As a former chief executive officer, he brings to your Board extensive experience in leadership, management, and operational and strategic oversight |

  37. Director Independence

    | ◾ | He is a highly engaged member of your Board, is always well prepared for Board and committee meetings and is widely respected by fellow Board members for making informed and meaningful contributions to the decision-making process and in fulfilling the Board’s oversight responsibilities, including as Chair of the Finance Committee and member of the Compensation Committee |

  38. Director Independence

    | ◾ | He is an active participant in all Board matters and his attendance record demonstrates his commitment to your Board, attending 94% of regularly scheduled Board and respective committee meetings throughout his tenure on your Board, and 96% of meetings held in 2023 |

  39. Director Independence

    | ◾ | He has assured the Board that he is fully committed to continuing to dedicate the appropriate amount of time to fulfill his duties on your Board and its committees, and |

  40. Director Independence

    | ◾ | He also does not serve on the boards of any privately-held companies. |

  41. Director Independence

    The Board appreciates shareholders’ focus on director commitments. The Board will continue to regularly evaluate the roles and responsibilities of all directors and director nominees (including Mr. Demetriou) with respect to your Board to ensure that each director and director nominee continues to be able to dedicate the time necessary to support FirstEnergy.

  42. Director Independence

    | 2024 PROXY STATEMENT | 25 |

  43. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  44. Director Independence

    | | Lisa Winston Hicks Director | | AGE: 57 FirstEnergy DIRECTOR SINCE 2021 | STANDING COMMITTEES: Compensation; Operations and Safety Oversight |

  45. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Lead Independent Director of the Board since May 2022. Retired board chair of MV Transportation, Inc., a privately owned passenger transportation contracting firm and provider of paratransit services (from 2014 to 2022). She served as executive vice president, general counsel and corporate secretary for MV Transportation (from 2012 until 2018). KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Ms. Hicks received a Bachelor of Arts in Political Science from Stanford University and a Juris Doctorate from Harvard Law School. As executive vice president and general counsel of MV Transportation, Ms. Hicks directed all company legal affairs including its acquisition of businesses, defense and resolution of litigation, as well as corporate compliance and governance. From 2004 until 2008, Ms. Hicks was senior vice president and associate general counsel for TXU Corp., a Dallas based energy holding company. Following the acquisition of TXU Corp by private investors and its name change to Energy Future Holdings, Ms. Hicks became its corporate secretary and continued in the role of senior vice president and associate general counsel managing legal and board functions including corporate governance, compliance and security programs, employee benefits and executive compensation, litigation, risk, and strategy. Earlier in her career she worked as a litigator in private law practice and served in various roles at the U.S. Department of Justice and in the White House where she was Associate Counsel to the President. Ms. Hicks’ legal, regulatory, compliance and energy-sector experience qualifies her to serve as a member of your Board.

  46. Director Independence

    | | Paul Kaleta Director | | AGE: 68 FirstEnergy DIRECTOR SINCE 2021 | STANDING COMMITTEES: Governance, Corporate Responsibility and Political Oversight (Chair); Compensation; Operations and Safety Oversight |

  47. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Retired executive vice president, general counsel, federal affairs, chief compliance officer, and corporate secretary of First Solar, Inc., a global solar company (from 2014 to 2020). Managing director of SERC Consulting LLC, an energy policy and strategy firm, since 2020. Previously served as executive vice president, general counsel, shared services, chief compliance officer, and corporate secretary of NV Energy, Inc., an electric and gas utility (from 2006 to 2013). Mr. Kaleta received his law degree from Georgetown University Law Center and his undergraduate degree from Hamilton College. He has more than 30 years of leadership and business experience as a senior executive and general counsel for companies across the energy industry, including both regulated utility and clean energy technology companies. He also has served on energy advisory, technology, and industry boards, was a partner in a Washington, D.C. law firm, and was an adjunct professor teaching energy law and business ethics. Mr. Kaleta’s varied and comprehensive utility, energy transition, infrastructure, renewable energy, climate, governmental affairs, and corporate governance and compliance experience qualifies him to serve as a member of your Board.

  48. Director Independence

    | 26 | FIRSTENERGY CORP. |

  49. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  50. Director Independence

    | | James F. O’Neil III Director | | AGE: 65 FirstEnergy DIRECTOR SINCE 2017 | STANDING COMMITTEES: Audit; Compensation (Chair); Operations and Safety Oversight |

  51. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Former chief executive officer and vice chairman of Orbital Infrastructure Group, Inc. (from 2019 to 2023), a provider of specialty contracting services to the electric power, telecommunications, and renewable industries. Mr. O’Neil was vice chairman and chief executive officer of Orbital Infrastructure Group when it filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in 2023. Former president, chief executive officer and director of Quanta Services, Inc., a provider of specialty contracting services to the electric power and oil and gas industries (from 2011 to 2016). He served as a director of Hennessy Capital Acquisition Corp IV (from 2019 to 2020), NRC Group Holdings (from 2017 to 2019) and Spark Power Group Inc. (from 2018 to 2019). KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Mr. O’Neil received his Bachelor of Science degree in civil engineering from Tulane University. He has extensive leadership and senior management experience, including the role of chief executive officer, chief operating officer and senior vice president of operations integration and audit. His experience in the electric utility industry also provides him substantial experience in sustainability and environmental related matters. His extensive executive and board experience have equipped him with leadership skills and the knowledge of board processes and functions. Additionally, Mr. O’Neil’s audit, general corporate decision-making and engineering experience makes him a valuable member to your Board.

  52. Director Independence

    | | John W. Somerhalder II Director | | AGE: 68 FirstEnergy DIRECTOR SINCE 2021 | STANDING COMMITTEE: Finance; Operations and Safety Oversight |

  53. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Non-executive Board Chair of your Company since June 2023. He has served as Chair of your Board since May 2022, and previously served as Interim President and Chief Executive Officer of your company from September 2022 to May 31, 2023, Vice Chair and Executive Director of your Company from March 2021 to May 2022. Mr. Somerhalder also recently served as interim president and chief executive officer of CenterPoint Energy, Inc., an electric and natural gas utility serving several U.S. markets (from February 2020 to July 2020) and served as a member of the CenterPoint Energy’s board of directors (from 2016 through 2020). He currently serves as a director of one other public company: KKR Infrastructure Conglomerate LLC, a company that operates as an investment vehicle. He also served as a director of Gulfport Energy Corp (from 2020 to 2021), as a director and board chairman of Enable Midstream Partners, LP (from February 2020 to July 2020), as a Director of SunCoke Energy Partners GP LLC (from 2017 to 2019), and as director at Crestwood Equity GP LLC, the general partner of Crestwood Equity Partners LP (from 2013 to 2020). He also served as interim president and chief executive officer of Colonial Pipeline Company, a U.S. refined products pipeline company (from February 2017 to October 2017). Mr. Somerhalder holds a Bachelor of Science degree in chemical engineering from the University of Arizona. He was president and chief executive officer of AGL Resources Inc., a former publicly traded energy services holding company (from 2006 to his retirement in 2015), and chairman of AGL Resources board of directors (from 2007 to 2015). Prior to joining AGL Resources, Mr. Somerhalder served in a number of roles with El Paso Corporation, a publicly traded natural gas and related energy products provider, where he spent almost 30 years, starting his career as an engineer and progressing through leadership roles before being named president of El Paso Pipeline Group and executive vice president of El Paso Corporation. He has extensive leadership and senior management experience, including the roles of chief executive officer and board chairman. His extensive energy industry, executive and board experience has equipped him with leadership skills and knowledge of the industry, and board processes and functions. Mr. Somerhalder’s deep experience qualifies him to serve on your Board, lead efforts to rebuild trust with our external stakeholders, support our senior leadership team’s efforts to achieve its priorities, and strengthen your Company’s governance and compliance functions.

  54. Director Independence

    | 2024 PROXY STATEMENT | 27 |

  55. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  56. Director Independence

    | | Brian X. Tierney President, Chief Executive Officer and Director | | AGE: 56 FirstEnergy DIRECTOR SINCE 2023 | |

  57. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: President and Chief Executive Officer of the Company since June 2023. He previously served as the global head of Portfolio Operations and Asset Management for Blackstone Infrastructure Partners (from 2021 to 2023). Earlier, he spent 23 years at Ohio-based American Electric Power Company, Inc. (“AEP”), one of the United States’ largest investor-owned utilities. At AEP he held numerous leadership positions, including executive vice president of strategy (in 2021) and more than 11 years as chief financial officer (from 2009 to 2020). KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Mr. Tierney earned his bachelor’s degree from Boston College and an MBA from the University of Chicago. He also served as a United States Peace Corps volunteer in the Republic of the Philippines. With a career spanning 29 years in the electric utility industry, Mr. Tierney has developed extensive leadership, operational and commercial experience. Moreover, his strong financial acumen – across capital allocation, accounting, investor relations, planning and strategy, and risk management – and demonstrated ability to advance business strategies and drive value creation make him a valuable member of the FirstEnergy Board.

  58. Director Independence

    | | Leslie M. Turner Director | | AGE: 66 FirstEnergy DIRECTOR SINCE 2018 | STANDING COMMITTEES: Audit (Chair); Finance |

  59. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Retired senior vice president, general counsel and corporate secretary of The Hershey Company, a global confectionery company (2012 to 2018). Prior to joining Hershey, Ms. Turner served at the Coca-Cola Company, first as associate general counsel for the company’s bottling investment group and then as general counsel for Coca-Cola North America. Prior to her corporate roles, Ms. Turner began her legal career as an associate and then litigation partner in the Washington, D.C. office of Akin, Gump, Strauss, Hauer & Feld. Ms. Turner also held the position of assistant secretary for the Office of Territorial and International Affairs, U.S. Department of the Interior (appointed by then President Bill Clinton and confirmed by the United States Senate), and subsequently served as counselor to Secretary Bruce Babbitt and director of the Office of Intergovernmental Affairs, both within the U.S. Department of the Interior. Ms. Turner received her law degree from Georgetown University Law Center after graduating from the New York University with a Bachelor of Science degree. She also received a Master of Laws in Law and Government from the American University, Washington College of Law. Ms. Turner has over 30 years of experience as a seasoned executive leading, advising and/or overseeing regulated private and public sector environments, including the consumer packaged goods industry. She brings valuable experience and insights into strategic business planning, global risk management, supply chain sustainability, category and geographical footprint expansion, corporate governance and corporate compliance. Ms. Turner’s extensive legal and business experience in multi-stakeholder environments qualifies her to serve as a member of your Board.

  60. Director Independence

    | 28 | FIRSTENERGY CORP. |

  61. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  62. Director Independence

    | | Melvin Williams Director | | AGE: 60 FirstEnergy DIRECTOR SINCE 2021 | STANDING COMMITTEES: Corporate Governance, Corporate Responsibility and Political Oversight; Operations and Safety Oversight (Chair) | | POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Retired in 2020 as president of Nicor Gas, a natural gas distribution company and subsidiary of the Southern Company, and senior vice president of Southern Company Gas (from 2015 to 2020). KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Mr. Williams received his Bachelor of Science degree from the Savannah State University. Prior to his most recent positions, he held progressively more responsible leadership roles including senior vice president, planning and business services at Nicor Gas and vice president and general manager at Atlanta Gas Light Company and Florida City Gas Company. Over 32 years of utility experience that includes sales, marketing, regulatory, and utility operations enables Mr. Williams to provide valuable insight and qualifies him to serve as a member of your Board. | |

  63. Director Independence

    | 2024 PROXY STATEMENT | 29 |

  64. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  65. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  66. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  67. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  68. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  69. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  70. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  71. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  72. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  73. Director Independence

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  74. Improve Clawback Policy for Unearned Executive Pay – Proposal 5

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  75. Improve Clawback Policy for Unearned Executive Pay – Proposal 5

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  76. Improve Clawback Policy for Unearned Executive Pay – Proposal 5

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  77. Financial Statement Assumptions and Climate Change

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  78. Financial Statement Assumptions and Climate Change

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  79. Financial Statement Assumptions and Climate Change

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  80. Financial Statement Assumptions and Climate Change

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  81. Financial Statement Assumptions and Climate Change

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  82. Financial Statement Assumptions and Climate Change

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  83. Financial Statement Assumptions and Climate Change

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  84. Financial Statement Assumptions and Climate Change

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  85. Financial Statement Assumptions and Climate Change

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  86. Reducing Greenhouse Gas Emissions

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  87. Reducing Greenhouse Gas Emissions

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  88. Reducing Greenhouse Gas Emissions

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  89. Reducing Greenhouse Gas Emissions

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  90. Reducing Greenhouse Gas Emissions

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  91. Reducing Greenhouse Gas Emissions

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  92. Reducing Greenhouse Gas Emissions

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  93. Shareholder Engagement and Say-on-Pay Results

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  94. Commitment to Pay for Performance

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  95. Compensation Philosophy

    | ◾ | Promote the long-term financial health of the business, and the creation of value for the sustained benefit of shareholders, by emphasizing long-term incentives in the pay mix |

  96. Compensation Philosophy

    | ◾ | Conduct ourselves in a way that comports with standards of good governance, consistent with creating long-term value for shareholders, and encourages a culture of diversity, equity and inclusion |

  97. Compensation Philosophy

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  98. What We Do and Don’t Do

    | WHAT WE DO | Pay-for-performance ◾ LTIP (1) is 100% performance-based and at risk, with no solely time-based vesting requirements ◾ STIP is 100% at risk Threshold and caps on incentive awards: ◾ All STIP award payouts are contingent on achieving an Operating Earnings threshold, after accounting for the cost of the STIP payout ◾ Individual STIP awards capped at 200% (consistent with peer companies) ◾ Individual LTIP awards capped at 200% (consistent with peer companies) and capped at 100% if absolute Total Shareholder Return (“TSR”) over the performance period is negative Non-overlapping financial performance measures in our STIP and LTIP | Combination of absolute and relative performance goals Robust stock ownership guidelines Two distinct clawback policies with provisions for: ◾ Financial and reputational harm, and other detrimental activity ◾ Mandatory recoupment for financial restatement applying to current and former Section 16 Officers Mitigate undue risk through compensation design, corporate policies, and effective governance Annual Say-on-Pay vote Double-trigger change in control (“CIC”) provisions Compensation Committee comprised of only independent directors supported by an independent compensation consultant | | WHAT WE DON’T DO | No executive hedging or pledging is permitted No employment agreements No excise tax gross-up CIC provisions for our NEOs No excessive perquisites | No repricing of underwater stock options without shareholder approval (stock options are not currently used in plan design) No payment of dividend equivalents on unearned awards No payment of cash severance benefits above 2.99x base salary and target STIP |

  99. Role of our Compensation Committee, Management and Compensation Consultant

    Role of our Compensation Committee, Management and Compensation Consultant The Committee is responsible for overseeing executive compensation and making recommendations to the Board for establishing appropriate salary and incentive compensation for our executive officers, which includes our NEOs. The Committee oversees executive compensation in accordance with our compensation philosophy, which incorporates a consistent and uncompromising

  100. Role of our Compensation Committee, Management and Compensation Consultant

    | 2024 PROXY STATEMENT | 61 |

  101. Role of our Compensation Committee, Management and Compensation Consultant

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  102. Role of our Compensation Committee, Management and Compensation Consultant

    commitment to ethical conduct in all that we do, while also aligning our executives’ interests with Company and business unit performance, business strategies and corporate objectives, including EESG-related goals, and drivers for growth in shareholder value. In this process, the Committee evaluates information provided by its independent compensation consultant and our CEO, as discussed below. Since December 2017, the Committee has engaged the services of Farient Advisors (“Farient”) as the Committee’s independent compensation consultant. The Committee reviews the mix and level of compensation by each component individually and in the aggregate. The Committee, using tally sheets and accumulated wealth summaries, also reviews current and previously awarded but unvested compensation. Management continually works to help ensure that high-performing, diverse leaders within the Company are appropriately recognized and considered during succession planning discussions. The Company’s talent philosophy is that all leaders, regardless of level, must demonstrate the ability to motivate future performance, be accountable for their behaviors and results, deliver results and enable employees to do their best every day. Executive succession is reviewed periodically by the CEO, the Senior Vice President and Chief Human Resources Officer and Corporate Services, and the Committee. Executive succession plans are reviewed by the Committee, as applicable, and with the full Board annually. With respect to our CEO’s compensation, each year the Committee:

  103. Role of our Compensation Committee, Management and Compensation Consultant

    | ◾ | Reviews, determines, and recommends to the Board the Company’s goals and objectives and |

  104. Role of our Compensation Committee, Management and Compensation Consultant

    | ◾ | Makes compensation recommendations to the Board for its approval or ratification based upon the CEO’s performance, competitive compensation benchmarking survey data and the utility peer group proxy data |

  105. Role of our Compensation Committee, Management and Compensation Consultant

    The Committee and Board are responsible for establishing the compensation of the Company’s executive officers, including the NEOs, as well as the other senior leaders. Neither the CEO nor any other NEO makes recommendations for setting their own compensation. The recommendation of the CEO’s compensation is determined in Compensation Committee meetings during an executive session and is presented to the independent members of your Board for review and approval. Annually, the Compensation Committee also reviews the goals and targets of the incentive compensation programs with a focus on setting challenging, but realistic, targets to drive performance, continuous improvement, and to improve shareholder value over the long term. The CEO, with input from Human Resources, the non-independent Chair of the Board, and the Lead Independent Director (as applicable), typically makes recommendations to the Committee with respect to the compensation of the other NEOs (other than Mr. Somerhalder). To the extent an NEO is also serving on the Board (“Executive Director”), the Committee makes recommendations to the independent directors regarding compensation of the Executive Director. The CEO possesses insight regarding individual performance, experience, future promotion potential, and intentions in retaining particular senior executives. The CEO presents his recommendations to the Committee for review. However, the Committee may modify or disregard the CEO’s recommendations. Farient, as discussed below, regularly provides market-level commentary and observations regarding compensation adjustments to the Committee, with decision for adjusting compensation ultimately residing with the Committee. During 2023, the Committee engaged Farient to provide independent advice with respect to executive and director compensation and corporate governance matters related to executive compensation. The Committee relies on Farient’s expertise in benchmarking and familiarity with competitive compensation practices in the utility and general industry sectors. In addition, the Committee regularly requests advice from Farient concerning the design, communication, and implementation of our incentive compensation plans and other programs. However, all decisions as to executive compensation design and amounts ultimately rest with the Committee. The services provided by Farient to the Committee in 2023 included:

  106. Role of our Compensation Committee, Management and Compensation Consultant

    | ◾ | Review of our compensation philosophy, including the alignment of our executive compensation practices with our compensation philosophy and assessing potential changes to address trends in market practice and shareholder expectations |

  107. Role of our Compensation Committee, Management and Compensation Consultant

    | ◾ | Review of our peer groups used for compensation benchmarking purposes for executives and directors |

  108. Role of our Compensation Committee, Management and Compensation Consultant

    | ◾ | Independent review and assessment of the rigor of incentive compensation performance goals and the goal setting process, including: |

  109. Role of our Compensation Committee, Management and Compensation Consultant

    | ○ | Evaluating historical and projected performance |

  110. Role of our Compensation Committee, Management and Compensation Consultant

    | 62 | FIRSTENERGY CORP. |

  111. Role of our Compensation Committee, Management and Compensation Consultant

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  112. Role of our Compensation Committee, Management and Compensation Consultant

    | ○ | Reviewing analyst estimates to understand external expectations |

  113. Role of our Compensation Committee, Management and Compensation Consultant

    | ○ | Analyzing historical and projected peer data and |

  114. Role of our Compensation Committee, Management and Compensation Consultant

    | ○ | Calculating the probability of achievement of targets to assess the competitiveness of goals |

  115. Role of our Compensation Committee, Management and Compensation Consultant

    | ◾ | Analysis of competitive compensation practices, policies, and levels for executives and directors within our peer groups, including the STIP and LTIP designs |

  116. Role of our Compensation Committee, Management and Compensation Consultant

    | ◾ | Review of the description of our executive compensation practices in our annual proxy statement; |

  117. Role of our Compensation Committee, Management and Compensation Consultant

    | ◾ | Regularly informing the Committee of legislative and regulatory changes, market trends and current issues with respect to executive compensation, and educating members on our processes, plans and programs, including review of our two clawback policies, the SEC Compliant Policy and Discretionary Clawback Policy and alignment with competitive practice and regulatory requirements and |

  118. Role of our Compensation Committee, Management and Compensation Consultant

    | ◾ | Preparation for and attendance at all Committee meetings, including executive sessions, if applicable and as needed |

  119. Role of our Compensation Committee, Management and Compensation Consultant

    The Committee considered representations from Farient that they were an independent consultant and that they had no conflicts of interest. The Committee assessed the independence of Farient, as required by SEC and NYSE rules and requirements. The Committee also considered and assessed relevant factors that could give rise to a potential conflict of interest with respect to Farient and their work. Based on this review, the Committee is not aware of any conflict of interest that has been raised by the work performed by Farient.

  120. Benchmarking

    Benchmarking The Committee uses competitive benchmarking data to evaluate compensation practices and develop compensation recommendations for each of the NEOs. The Company uses a combination of a utility peer group and a general industry peer group to determine an overall competitive total rewards package. Employee and executive compensation, executive benefits and perquisites, broad-based benefits (retirement benefits, death benefits, long-term disability and health care) and director compensation are all benchmarked against the same peer groups. The Committee uses competitive “blended” market data (the average of the revenue-regressed 50th percentile of our utility peer group and general industry peer group, referred to as the “Blended Median”) to set compensation levels, to assist in determining any compensation adjustments and to assess the competitiveness of base salary, short- and long-term target incentive opportunities and total target compensation. The Committee considers a range of 80% to 120% of the Blended Median for each component of pay to be competitive for any covered individual. For 2023, the general industry peer group is comprised of companies that are both larger and smaller than FirstEnergy by revenue size. The median revenue of the utility and general industry peer groups is aligned with FirstEnergy’s revenue of approximately $12.0 billion in 2023. The 2023 peer groups were based on the following criteria:

  121. Benchmarking

    | 2024 PROXY STATEMENT | 63 |

  122. Benchmarking

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  123. Benchmarking

    Following the annual peer group review, NRG Energy and Sempra Energy were removed from the utility peer group for 2023 as they are not members of EEI and do not provide long-term guidance. Conversely, the Committee added Evergy to its 2023 utility peer group as it has grown in size over the past few years, is a member of many of the same utility indices, is a regulated electric utility and provides long-term guidance to be used for pay and performance comparisons. As a result, the peer groups for 2023 included the following 22 utility peer companies and 34 general industry peer companies:

  124. Benchmarking

    | 2023 Utility Peer Group |

  125. Benchmarking

    | AES CORPORATION AMEREN CORPORATION AMERICAN ELECTRIC POWER CO INC CENTERPOINT ENERGY, INC CMS ENERGY CORP CONSOLIDATED EDISON, INC DOMINION ENERGY, INC DTE ENERGY COMPANY | DUKE ENERGY CORPORATION EDISON INTERNATIONAL ENTERGY CORPORATION EVERGY, INC EVERSOURCE ENERGY EXELON CORPORATION NEXTERA ENERGY, INC | NISOURCE INC PG&E CORPORATION PPL CORPORATION PUBLIC SERVICE ENTERPRISE GROUP SOUTHERN COMPANY WEC ENERGY GROUP XCEL ENERGY INC |

  126. Benchmarking

    | 2023 General Industry Peer Group |

  127. Benchmarking

    | AIR PRODUCTS & CHEMICALS INC ALCOA CORPORATION AUTOMATIC DATA PROCESSING INC BALL CORPORATION BORGWARNER INC CAMPBELL SOUP COMPANY CONAGRA BRANDS, INC EASTMAN CHEMICAL COMPANY EATON CORPORATION FORTUNE BRANDS HOME & SECURITY, INC GENERAL MILLS, INC. HANESBRANDS, INC | HONEYWELL INTERNATIONAL INC HORMEL FOODS CORPORATION INTERNATIONAL PAPER COMPANY KELLOGG COMPANY KINDER MORGAN, INC. L 3 HARRIS TECHNOLOGIES, INC MASCO CORPORATION ONEOK INC OWENS CORNING PARKER HANNIFIN CORP PPG INDUSTRIES INC | PVH CORP ROCKWELL AUTOMATION, INC STANLEY BLACK & DECKER, INC TEXTRON INC THE CLOROX COMPANY THE ESTEE LAUDER COMPANIES INC THE GOODYEAR TIRE & RUBBER CO THE HERSHEY COMPANY THE SHERWIN WILLIAMS COMPANY V.F.CORPORATION WHIRLPOOL CORPORATION |

  128. Benchmarking

    In December 2022, at the Committee’s request, Farient collected benchmark compensation data for our peer companies based on Willis Towers Watson executive surveys and Aon’s Total Compensation Measurement database, and determined that our executives’ total direct compensation, in the aggregate, continues to be positioned at approximately the 50th percentile of the market. The total direct compensation for our NEOs (excluding Mr. Somerhalder due to his interim CEO status during 2023), in the aggregate, was approximately 117% of the Blended Median, which is within the established competitive range of 80% to 120%.

  129. Benchmarking

    | 64 | FIRSTENERGY CORP. |

  130. Benchmarking

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  131. Benchmarking

    Components of Total Direct Compensation Programs

  132. Key Elements of 2023 NEO Compensation

    | Element | Description | Key Characteristics and Considerations | | Base Salary | FIXED CASH Bi-weekly, fixed cash compensation designed to reward past performance and motivate strong performance in the future | ◾ The Committee uses the Blended Median to set base salary levels and assist in determining any adjustments ◾ Other factors that may influence base salary include individual experience, performance, impact by role, and recent compensation adjustments for the NEO ◾ The Committee, CEO and Board annually review each NEO’s base salary (excluding Mr. Somerhalder’s base salary due to his interim CEO status during 2023) | | Short-Term Incentive Program (STIP) | VARIABLE CASH COMPENSATION Designed to reward the achievement of near-term corporate and business unit objectives based on financial, operational, safety and DEI performance measures, including EESG-related goals | ◾ The Committee uses the Blended Median to set target opportunity levels ◾ STIP is 100% at-risk, performance-based compensation and the Committee retains the discretion to adjust the STIP payouts ◾ Payouts may range from 0% to 200% of target opportunity levels ◾ For 2023, the STIP goals included: – Financial: Operating Earnings and Baseline O&M – Operational: Includes a mix of customer, reliability and environmental operating metrics – Safety: Includes Life Changing Events (“LCEs”) and Days Away/Restricted or Job Transfer Rate (“DART Rate”) – DEI: Includes metrics for diverse supplier spend, diverse hiring, and percentage of “agree” and “strongly agree” responses on the Employee Engagement Survey inclusion index – Ethics and Compliance Modifier: Serves as a negative modifier at the individual level, with downward adjustments only, that can be up to 100% ◾ The STIP is funded through a “pool of funds” meaning that a payment under the STIP award is contingent upon the Company first achieving the Operating Earnings threshold level (as defined below in the “CD&A Glossary of Terms” section), after accounting for the cost of the STIP payout. ◾ The 2023 STIP was weighted 60% for corporate financial performance and 40% based on achievement of operational, safety, and DEI goals. | | Long-Term Incentive Program (LTIP)(1) | VARIABLE EQUITY COMPENSATION Designed to reward the achievement of longer-term goals and drive shareholder value and growth | ◾ The Committee uses the Blended Median to set target opportunity levels ◾ LTIP is 100% at-risk, performance-based compensation ◾ Payouts may range from 0% to 200% of target opportunity levels ◾ Comprised entirely of performance-adjusted restricted stock units (“RSUs”) with 2/3 of the earned award payable in stock and 1/3 of the earned award settled in cash ◾ 2023 LTIP awards are based on a three-year performance period (2023 – 2025) and awards will vest, if at all, based on the achievement of two financial KPIs measured over the performance period, as follows: – Operating EPS Growth (cumulative) weighted at 65% – Relative TSR weighted at 35% ◾ Includes a payout cap (100% target) if absolute TSR is negative over the three-year performance period |

  133. Key Elements of 2023 NEO Compensation

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  134. Compensation Mix

    Compensation Mix We review our compensation philosophy, pay mix and pay vehicles for our NEOs annually to help ensure that they support our strategy and align with shareholder interests. The Committee sets NEO overall compensation levels consistent with the Blended Median but provides a greater portion of target pay in the form of performance-based LTIP awards compared to our peer groups. Under our compensation design, the percentage of pay that is based on performance increases as a NEO’s responsibilities increase. The charts below illustrate the pay mix as well as the variable pay mix based on each NEO’s annualized 2023 total target pay levels as described in the “Target Compensation (Base Salary + Target Incentive Compensation)” section below. For the continuing NEOs, the values shown are effective as of December 31, 2023. Approximately 89% of our CEO’s total target pay and 77% of our other NEO’s (excluding Mr. Somerhalder) average target pay is variable and could be reduced to zero if performance metrics are not met at a minimum threshold level. The charts below exclude Mr. Somerhalder(1) due to the interim status of his role in 2023. (1) During his role as Interim President and CEO (September 2022 to May 2023), Mr. Somerhalder’s pay mix for 2023 was made up of approximately 12% for base salary, 16% for target STIP award, and 72% for time-based restricted stock. Mr. Somerhalder’s pay mix is less variable than that of the other NEOs due to his interim status. Target Compensation (Base Salary + Target Incentive Compensation) In December 2022, the Committee reviewed a competitive benchmarking analysis prepared by Farient. This report assessed each then-serving NEO’s compensation levels and mix against the Blended Median. In February 2023, the Committee decided, with input from the CEO and Farient, to approve increases in compensation for certain NEOs and other executive officers based on multiple factors, as described below, and to continue to align with the Blended Median.

  135. Compensation Mix

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  136. Compensation Mix

    | Executive | 2023 Annualized Base Salary | 2023 Target Opportunity STIP (% of Base Salary) | 2023 Target Opportunity LTIP Awards (% of Base Salary)(8) | 2023 Other Equity Opportunity (% of Base Salary)(8) | 2023 Annualized Target Total Compensation | | Brian X. Tierney (1) | $1,500,000 | 150% | 683% | N/A | $13,995,000 | | K. Jon Taylor (2) | $875,000 | 90% | 325% | N/A | $4,506,250 | | A. Wade Smith (3) | $760,000 | 80% | 250% | N/A | $3,268,000 | | Hyun Park (4) | $730,000 | 75% | 225% | N/A | $2,920,000 | | Toby L. Thomas (5) | $600,000 | 70% | 215% | N/A | $2,310,000 | | John W. Somerhalder II (6) | $1,250,000 | 125% | N/A | 576% | $10,012,500 | | Samuel L. Belcher (7) | $770,000 | 75% | 250% | N/A | $3,272,500 |

  137. Compensation Mix

    (1) Mr. Tierney has served as President and CEO since June 1, 2023. (2) Reflects annualized base salary rates and target opportunity levels as a percent of base salary in effect following increases in March 2023. Prior to Mr. Taylor’s increase, the annual base salary rate was $800,000 and STIP and LTIP target opportunity levels were 90% and 250%, respectively. (3) Mr. Smith has served as President, FE Utilities since December 18, 2023. (4) Reflects annualized base salary rates and target opportunity levels as a percent of base salary in effect following increases in March 2023. Prior to Mr. Park’s increase, the annual base salary rate was $700,000 and STIP and LTIP target opportunity levels were 75% and 225%, respectively. (5) Mr. Thomas as served as COO since November 30, 2023. (6) Mr. Somerhalder served as Interim President and CEO between September 16, 2022 and May 31, 2023. Amounts reflected in this table reflect his annualized based salary and target opportunities as of May 2023. Mr. Somerhalder received Director Compensation in his role as Chair of the Board from June 1, 2023 through December 31, 2023, which is not reflected in this table. See the Summary Compensation Table and the “Director Compensation in Fiscal Year 2023” section for more details. (7) Reflects annualized base salary rates and target opportunity levels as a percent of base salary in effect following increases in March 2023, and are as of May 2023. Mr. Belcher retired from his position as Senior Vice President, Operations, effective as of May 1, 2023. Prior to Mr. Belcher’s increase, the annual base salary rate was $750,000 and STIP and LTIP target opportunity levels were 75% and 250%, respectively. (8) For each of the NEOs other than Mr. Somerhalder, all LTIP awards, if earned, are paid 1/3 in cash and 2/3 in stock. Equity awards granted to Mr. Somerhalder in 2023 are described below in the “Performance-based and Time-based Equity Award for Mr. Somerhalder” section. The maximum payout under both the STIP and LTIP is 200% of an individual’s target opportunity. Our LTIP differs from long-term incentive programs in place at peer companies in that your Company’s LTIP is 100% performance-based and does not contain any time-based components. The NEOs may earn nothing, may receive payments that are below their target opportunities for the incentive awards if the Company falls short of its pre-established goals, or may earn above their target opportunities if the Company performs above its pre-established goals. Except in limited circumstances, the Committee may use discretion to make adjustments to awards.

  138. Incentive Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  139. STIP

    STIP The STIP provides annual cash awards to executives whose contributions support the achievement of your Company’s identified financial and operational KPI goals, which are linked to the Company’s business strategy and corporate objectives, including EESG-related goals. The Committee annually reviews the goals and targets with a focus on setting challenging but realistic targets that are intended to align with shareholder value. The Committee annually establishes the KPIs under the STIP that must be satisfied for a NEO to receive an award and recommends that the Board approve the relative weightings for each KPI with respect to each participating NEO. The Committee recommended, and the Board approved, the following design elements for the 2023 STIP:

  140. STIP

    | ◾ | Maintained the stretch (maximum) payout opportunity level at 200% of target to remain consistent with market practices and aligned with that of your Company’s peers |

  141. STIP

    | ◾ | Preserved focus on an Operating Earnings KPI, as distinguished from the LTIP KPI (which is Operating EPS); |

  142. STIP

    | ◾ | Replaced cash flow (Cash from Operations less Investment Activity) KPI with new Baseline O&M metric to address the need for continuous improvement in our O&M costs to enhance our line-of-sight into spending and further align business unit accountability to our financial goals |

  143. STIP

    | ◾ | Maintained weighting of safety metrics at 15% in the STIP to promote our core value of safety, including the weightings of DART Rate and LCEs each at 7.5% in 2023 |

  144. STIP

    | ◾ | Increased the weighting of the Operations Index from 10% to 15%, which was offset by a 5% decrease in the weighting of DEI KPI goals from 15% to 10%: |

  145. STIP

    | ○ | While this shift addresses the need for immediate improvements in our operational performance, your Company is no less focused on our DEI culture and priorities. Creating a work environment that allows for greater diversity, equity and inclusion remains the foundation of our cultural transformation |

  146. STIP

    | ○ | For 2023, the diverse succession planning component of our DEI Index was replaced with a supplier diversity component, which tracks our spending with diverse suppliers. This change further aligns the DEI Index to our strategic framework and reinforces our commitment to support diversity in our communities |

  147. STIP

    | ◾ | Introduced a STIP Pool of Funds where STIP payment will be paid as earned if 2023 Operating Earnings meet or exceed the guidance midpoint of $2.54 per share. The STIP payout will be reduced incrementally if results fall short of that target, with no payout if Operating Earnings are lower than $2.46 per share |

  148. STIP

    | 68 | FIRSTENERGY CORP. |

  149. STIP

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  150. KPIs and Weightings for STIP

    KPIs and Weightings for STIP The Compensation Committee reviewed, and the Board approved, the STIP performance metrics and weightings for each of the NEOs in February 2023. For 2023, the NEOs had the following metrics and weightings.

  151. KPIs and Weightings for STIP

    | KPI Measures | Rationale | All NEOs | | Financial | | | | Operating Earnings | ◾ Drives shareholder value while providing greater focus on driving the Regulated Distribution and Regulated Transmission businesses ◾ Increases in Operating Earnings indicate growth and efficiency of the business ◾ Provides a consistent and comparable measure of performance to help shareholders understand performance trends | 35% | | Baseline O&M | ◾ Enhances line of sight and further aligns business unit accountability to financial KPIs | 25% | | Operational | | | | Operations Index | ◾ Based on five key equally-weighted operating metrics: SAIDI, TOF, ECR Score, Environmental Excursions and NOVs, Reg Gen EFOR ◾ Focused on customer service, reliability and environmental metrics that drive the Company’s long-term success | 15% | | Safety | | | | Systemwide DART Systemwide LCEs | ◾ Measured for the Company and each business unit ◾ Based on two key metrics that are equally weighted: systemwide LCEs and DART Rate ◾ Focused on the severity of injuries and drive better conversations and safety performance with employees ◾ Fatality Reduction Rule applies – in the event of a fatality of any employee, other than certain no-fault fatalities, there will be no payout on the Safety KPI as part of the STIP ◾ Infectious Disease Reduction Rule applies – in the event of secondary workplace exposure to infectious diseases including COVID-19, there will be no impact to the payout on the Safety KPI as part of the STIP | 15% | | Diversity, Equity & Inclusion | | | | Diversity, Equity and Inclusion Index | ◾ Key aspect of delivering exceptional customer service, strengthening operating performance and building an inclusive work environment ◾ Based on three key quantitative objective metrics that are equally weighted: ◾ Diverse supplier spend ◾ Diverse hiring ◾ Percentage of “agree” and “strongly agree” responses on the Employee Engagement Survey inclusion index ◾ Racially and ethnically diverse performance gates that must be achieved to trigger payout of diverse hiring metric | 10% |

  152. KPIs and Weightings for STIP

    | 2024 PROXY STATEMENT | 69 |

  153. KPIs and Weightings for STIP

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  154. KPIs and Weightings for STIP

    Threshold, target, and stretch levels are established for the KPIs based on Operating Earnings, Baseline O&M, and achieving continuous improvement in safety and operational performance. Management and the Compensation Committee strive to set challenging and achievable goals and establish all threshold, target and stretch STIP goals at equal or more rigorous levels compared to the prior year, whenever possible. In 2023, the threshold, target, and stretch levels under the STIP for the NEOs were (dollars in millions):

  155. KPIs and Weightings for STIP

    | 2023 STIP Goal Ranges(1) | | | | | 2023 KPI Measures | Threshold | Target | Stretch | | Financial | | | | | Operating Earnings | $1,412 | $1,458 | $1,515 | | Baseline O&M | $1,350 | $1,320 | $1,305 | | Operational | | | | | Operations Index | 2.50 | 5.00 | 7.50 | | Safety | | | | | Systemwide LCE | 2 | 1 | 0 | | Systemwide DART Rate | 0.67 | 0.35 | 0.22 | | Diversity, Equity and Inclusion | | | | | Diversity, Equity and Inclusion Index | 1.50 | 3.00 | 4.50 |

  156. KPIs and Weightings for STIP

    (1) Interpolated for performance between discrete points. Refer to the “Incentive Compensation Payouts for 2023” section below for details regarding 2023 payouts.

  157. LTIP

    LTIP The 2023 LTIP design continues to include Cumulative Operating EPS as a financial goal and a cumulative three-year performance period for measuring goals, as well as a Relative TSR measure. The weighting for Cumulative Operating EPS was maintained for 2023 after it was increased from 50% to 65% in 2022, and the Relative TSR metric continued to be weighted at 35%. These performance measures support continued financial improvement and increase focus on earnings across the Company’s Regulated Distribution and Regulated Transmission businesses while creating a direct line of sight for executives to drive shareholder value and evaluate the overall performance against the market. See the chart below within this section, which identifies the KPI measures under the 2023 LTIP. This LTIP design applied to all NEOs in 2023, other than Mr. Somerhalder. For information on Mr. Somerhalder’s long-term incentive compensation, see the “Time-based Equity Award for Mr. Somerhalder” section below. The LTIP is comprised entirely of performance-adjusted RSUs with 2/3 of the earned award payable in Company stock and 1/3 of the earned award payable in cash. Both the stock-settled and cash-settled portions of the performance-adjusted RSU awards have a minimum payout of 0% and a maximum payout of 200% based on a formulaic structure where actual performance results are evaluated against the threshold, target and stretch performance goals over a three-year performance period. Performance results are interpolated on a straight-line basis between the minimum payout and maximum payout. For the 2023-2025 cycle, Relative TSR will be measured against the S&P 500 Utility Index. Consistent with the 2022-2024 cycle, the threshold payout for the 2023-2025 LTIP will be at 25% of target, with the maximum payout remaining at 200%. Payout will continue to be capped at 100% of target if our absolute TSR is negative over the three-year performance period. The Board approved the LTIP grants for the NEOs (other than Mr. Somerhalder) at the Board’s meeting on February 9, 2023. For 2023, the grant date for performance-adjusted RSUs for both the stock-settled and cash-settled portions of the awards was March 1, 2023. We use the target LTIP award opportunity by individual and divide by the average of the high and low prices of our common stock as of the date of grant to determine the number of units comprising each participating NEO’s award of performance-adjusted RSUs. Any equity grants awarded or vesting near an earnings announcement or other market event are coincidental.

  158. LTIP

    | 70 | FIRSTENERGY CORP. |

  159. LTIP

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  160. LTIP

    The KPIs used for performance-adjusted RSUs under the LTIP in 2023-2025 were based on:

  161. LTIP

    | KPI Measures | Weighting | Rationale | | Cumulative Operating EPS | 65% | A non-GAAP measure of the financial performance of business units’ contribution to Operating Earnings growth over the 2023-2025 cycle. | | Relative TSR | 35% | A non-GAAP measure of the total return of FirstEnergy common stock to an investor, evaluating our overall performance over the performance period against the S&P Utility Index. |

  162. LTIP

    The performance goals for the 2023-2025 performance period are based on:

  163. LTIP

    | 2023-2025 LTIP Goal Ranges | | | | | 2023 Financial KPIs | Threshold | Target | Stretch | | Cumulative Operating EPS | $7.67 | $8.17 | $8.47 |

  164. LTIP

    Relative TSR is calculated over the three-year performance period as compared against the S&P 500 Utility Index and will be based on a continuous function between the 25th and 85th percentile up to a maximum of 200% payout. The Relative TSR target payout aligns with the 50th percentile. If the Company’s absolute TSR is negative for the three-year cumulative performance period of 2023-2025, the LTIP awards will be capped at a target opportunity level of payout (100%). The “Grants of Plan-Based Awards in Fiscal Year 2023” table provides the target number of performance-adjusted RSUs granted to each NEO in 2023 based on the percentage of base salary as described earlier in the CD&A. Additional details regarding the 2023-2025 LTIP grants are provided in the narrative following the “Grants of Plan-Based Awards in Fiscal Year 2023” table. Newly Appointed NEOs As with any newly appointed executive hired into an organization, a competitive offer includes a compensation package consisting of the core components of total direct compensation, and a combination of a hiring bonus and/or performance-based and time-based restricted awards in order to attract and retain qualified candidates. Below is a summary of the compensation packages for our newly appointed NEOs in 2023:

  165. LTIP

    | Executive | Hiring Bonus | Prorated LTIP (100% Performance-Based) | Time-Based Restricted Stock | Rationale | | Brian X. Tierney | $1,500,000, including a full repayment requirement in the first year | ◾ 2021-2023 LTIP: 9 out of 36 months ◾ 2022-2024 LTIP: 21 out of 36 months ◾ 2023-2025 LTIP: 33 out of 36 months | $5,000,000, vesting in equal amounts over four years from the date of grant | The hiring bonuses and time-based restricted stock awards were used to help replace the economically equivalent value the executives forfeited from their previous employers and were crucial in attracting each of these executives. | | A. Wade Smith | $1,500,000, including a prorated repayment schedule that reduces by 1/3 each service anniversary date | ◾ 2021-2023 LTIP: 3 out of 36 months ◾ 2022-2024 LTIP: 15 out of 36 months ◾ 2023-2025 LTIP: 27 out of 36 months | $3,458,333, vesting in equal amounts over three years from the date of grant | Messrs. Smith and Thomas were not eligible for a STIP award in fiscal 2023 due to their start dates. Mr. Tierney was eligible for a prorated STIP award based on the number of days worked in 2023. | | Toby L. Thomas | $250,000, including a full repayment over the next 2 years | ◾ 2021-2023 LTIP: 4 out of 36 months ◾ 2022-2024 LTIP: 16 out of 36 months ◾ 2023-2025 LTIP: 28 out of 36 months | $300,000, with two-thirds vesting in 2024 and one-third vesting in 2025 on the service anniversary date | The prorated LTIP cycles, which are 100% performance-based, were granted as make-whole awards generally equal to forfeited equity as well as aligning the executives to the open cycles in our program for the remaining vesting period. |

  166. LTIP

    | 2024 PROXY STATEMENT | 71 |

  167. LTIP

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  168. Performance-based Equity Awards

    Performance-based Equity Awards Messrs. Tierney, Smith and Thomas each received pro-rated awards of stock-based performance adjusted RSUs for the 2021-2023 and 2022-2024 performance periods and stock-based and cash-based performance-adjusted RSUs for the 2023-2025 performance period. The grant date fair value for each of these pro-rated awards at target is as follows:

  169. Performance-based Equity Awards

    | Value of LTIP Open Cycles Pro-rated At Target (100% Performance-Based) | | | | | | | Executive | Value of 2021-2023 LTIP Cycle (stock-based) | Value of 2022-2024 LTIP Cycle (stock-based) | Value of 2023-2025 LTIP Cycle (cash-based) | Value of 2023-2025 LTIP Cycle (stock-based) | Total | | Brian X. Tierney | $2,510,065 | $5,835,856 | $2,965,209 | $5,956,545 | $17,267,675 | | A. Wade Smith | $197,947 | $713,495 | $419,167 | $843,404 | $2,174,013 | | Toby L. Thomas | $177,533 | $546,116 | $312,734 | $621,156 | $1,657,539 |

  170. Performance-based Equity Awards

    Time-based Equity Award for Mr. Taylor On February 9, 2023, in consultation with Farient, the Committee recommended, and the Board approved a retention-based restricted stock award for Mr. Taylor due to his exceptional performance and the criticality of his role. In light of the recent leadership changes and the interim status of Mr. Somerhalder’s role at the time, the Committee recommended the award for Mr. Taylor due to the stability he has provided within his position and his future potential with the Company. The restricted stock award has a value of $2,000,000, is to be paid in stock, and vests over four years with 25% of the award vesting after two years, another 25% vesting after a third year, and the remaining amount of the award vesting after the fourth year, generally subject to Mr. Taylor’s continued employment. Time-based Equity Award for Mr. Somerhalder Upon his appointment as the Interim President and CEO on September 15, 2022, as disclosed on the Form 8-K filed on September 15, 2022, the Board intended to provide Mr. Somerhalder with the right to receive payments in FirstEnergy common stock and dividend equivalents (“Share Payments”) for his interim executive service. On October 28, 2022, in consultation with Farient, the Committee recommended, and the Board approved the final form of restricted stock units award agreements for the Share Payments. The Share Payments consist of two different equity awards – one for 53,260 initial units relating to his service in 2022 with a grant date of October 28, 2022 (the date of Board approval), and one for 85,228 initial units relating to his service in 2023 through June 30, 2023, with a grant date of January 4, 2023, conditioned on Mr. Somerhalder remaining in his Interim President and CEO role as of such date. The Share Payments are each based on an estimated value of $600,000 for each month of his interim executive service (prorated for partial months of service) based on FirstEnergy’s average of the highest and lowest closing stock price during each such month or partial month of service, with such estimated share amounts to be updated at the time of payment. In January 2023, Mr. Somerhalder received a payout of his first Share Payment, with respect to 53,818 (rounded) at a value of $2,273,272. On January 4, 2023, Mr. Somerhalder received the grant for his second Share Payment for service through July 5, 2023, contingent upon his continued interim role. On May 31, 2023, Mr. Somerhalder ended his role as Interim President and CEO and the second Share Payment was prorated based on the conclusion of his executive service. This award vested on July 5, 2023, with respect to 76,499 shares (rounded) at a value of $3,088,323 upon the completion of his initial executive service to FirstEnergy. The Share Payments are paid in fully vested shares of FirstEnergy common stock (net of taxes) and are subject to a one-year holding period following his interim executive service.

  171. Performance-based Equity Awards

    | 72 | FIRSTENERGY CORP. |

  172. Performance-based Equity Awards

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  173. Performance-based Equity Awards

    Incentive Compensation Payouts for 2023

  174. STIP Payout

    STIP Payout In February 2024, based on actual 2023 KPI results, the Committee recommended, and the independent members of the Board approved, the following 2023 STIP KPI results for our NEOs (dollars in millions):

  175. STIP Payout

    | 2023 STIP Results | | | | | | | 2023 KPI Measures | Threshold | Target | Stretch | Actual Results | Payout Results | | Financial | | | | | | | Operating Earnings | $1,412 | $1,458 | $1,515 | $1,468 | Between Target and Stretch | | Baseline O&M | $1,350 | $1,320 | $1,305 | $1,250 | Meets Stretch | | Operational | | | | | | | Operations Index | 2.50 | 5.00 | 7.50 | 2.72 | Between Threshold and Target | | Safety | | | | | | | Systemwide LCE | 2 | 1 | 0 | 0 | Meets Stretch | | Systemwide DART Rate | 0.67 | 0.35 | 0.22 | 0.74 | Below Threshold | | Diversity, Equity and Inclusion | | | | | | | Diversity, Equity and Inclusion Index | 1.50 | 3.00 | 4.50 | 1.50 | Meets Threshold |

  176. STIP Payout

    In February 2024, based on actual 2023 STIP results, the Committee recommended, and the independent members of the Board approved, the following 2023 STIP award payouts for our NEOs. Results were interpolated for overall performance between target and stretch.

  177. STIP Payout

    | Executive | 2023 STIP Target Opportunity ($) (prorated as needed)(1)(2) | 2023 STIP Award - Actual Payout ($)(1)(2) | Actual Payout as a % of STIP Target Opportunity | | Brian X. Tierney | $1,319,179 | $1,573,767 | 119% | | K. Jon Taylor | $787,501 | $939,479 | 119% | | A. Wade Smith | $— | $— | — | | Hyun Park | $547,501 | $653,162 | 119% | | Toby L. Thomas | $— | $— | — | | John W. Somerhalder II | $646,403 | $771,154 | 119% | | Samuel L. Belcher | $189,863 | $226,505 | 119% |

  178. STIP Payout

    (1) Amounts for Mr. Tierney, Mr. Somerhalder and Mr. Belcher are calculated using a prorated 2023 base salary based on their dates of appointment, completion of executive service, and retirement, respectively. (2) Mr. Smith and Mr. Thomas were not eligible for a 2023 STIP award based on their dates of appointment.

  179. 2021-2023 LTIP Cycle Payout

    2021-2023 LTIP Cycle Payout Our incentive structure measures actual performance against threshold, target and stretch goals based on three-year cumulative and average goals over the performance period. The 2021-2023 LTIP was comprised of the following two performance measures, weighted equally: Cumulative Operating EPS and Average Capital Effectiveness (See CD&A Glossary of Terms on page 82 for definitions).

  180. 2021-2023 LTIP Cycle Payout

    | 2024 PROXY STATEMENT | 73 |

  181. 2021-2023 LTIP Cycle Payout

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  182. 2021-2023 LTIP Cycle Payout

    Additionally, FirstEnergy’s three-year annualized Relative TSR ranked at the 93rd percentile relative to the S&P 500 Utility Index during the 2021-2023 performance cycle, which triggered the Relative TSR modifier and resulted in an interpolated result that increased the LTIP payout by 25% (capped at 200%) for all award participants. Further, our average stock prices with reinvested dividends for December 2023 of $41.51 was greater than the average stock price in December 2020 of $29.70. As a result of the absolute TSR modifier, the 2021-2023 cycle was paid as earned. Below is a summary of the results for the 2021-2023 cumulative performance period:

  183. 2021-2023 LTIP Cycle Payout

    | 2021-2023 LTIP Results | | | | | | | | KPI Measures | Threshold | Target | Stretch | Actual Results | KPI Performance | Payout Results | | Cumulative Operating EPS | $7.24 | $7.85 | $8.32 | $8.23 | 181% | Between Target and Stretch | | Average Capital Effectiveness | 3.81% | 4.13% | 4.38% | 4.33% | | Between Target and Stretch |

  184. 2021-2023 LTIP Cycle Payout

    Based on the results of the two KPI measures, the 2021-2023 LTIP cycle achieved 181% performance. As a result of the Relative TSR modifier and the absolute TSR cap for the 2021-2023 cycle described above, the independent members of the Board approved the payout at 200% of target payout opportunity, plus dividend equivalents, for our participating NEOs. Upon his hire in June 2023, Mr. Tierney was granted prorated stock-based performance-adjusted RSUs based on his annual salary and total LTIP target opportunity and a proration factor for nine out of 36 months for the 2021-2023 LTIP cycle. Upon his hire in December 2023, Mr. Smith was granted prorated stock-based performance-adjusted RSUs based on his annual salary and total LTIP target opportunity and a proration factor for three out of 36 months for the 2021-2023 LTIP cycle. Upon his hire in November 2023, Mr. Thomas was granted prorated stock-based performance-adjusted RSUs based on his annual salary and total LTIP target opportunity and a proration factor for four out of 36 months for the 2021-2023 LTIP cycle. In March 2024, the performance-adjusted RSUs granted in 2021 were paid in shares of our common stock and cash respectively as follows: Mr. Tierney: 142,698 shares; Mr. Taylor: 71,483 shares and $1,289,806; Mr. Smith: 8,665 shares; Mr. Park: 61,828 shares and $1,122,321; Mr. Thomas: 7,866 shares; Mr. Somerhalder: 74,220 shares; and Mr. Belcher: 53,539 shares and $966,028. Outstanding Award Cycles (2022-2024 and 2023-2025) Participating NEOs were granted the following number of target RSUs in 2022 and 2023 for each three-year LTIP cycle, respectively. Cash-settled RSUs have been rounded for illustration. Although dividend equivalents accrue and are reinvested throughout the performance period, subject to the same restrictions and performance conditions as the underlying awards, they are excluded in the table below.

  185. 2021-2023 LTIP Cycle Payout

    | Number of Performance-Based RSUs Granted At Target | | | | | | | | Executive | Number of Cash-Settled RSUs granted for the 2022-2024 Cycle | Number of Stock-Settled RSUs granted for the 2022-2024 Cycle | Total RSUs granted for the 2022-2024 Cycle | Number of Cash-Settled RSUs granted for the 2023-2025 Cycle | Number of Stock-Settled RSUs granted for the 2023-2025 Cycle | Total RSUs granted for the 2023-2025 Cycle | | Brian X. Tierney | — | 161,064 | 161,064 | 84,119 | 168,980 | 253,099 | | K. Jon Taylor | 15,674 | 31,536 | 47,210 | 24,263 | 48,752 | 73,015 | | A. Wade Smith | — | 21,417 | 21,417 | 12,799 | 25,752 | 38,551 | | Hyun Park | 12,629 | 25,259 | 37,888 | 14,057 | 28,115 | 42,172 | | Toby L. Thomas | — | 15,553 | 15,553 | 9,114 | 18,103 | 27,217 | | John W. Somerhalder II | — | 4,395 | 4,395 | — | — | — | | Samuel L. Belcher | 14,975 | 30,130 | 45,105 | 16,409 | 33,017 | 49,426 |

  186. 2021-2023 LTIP Cycle Payout

    The values shown for Mr. Somerhalder are based on the prorated number of performance-based restricted stock units granted instead of LTIP awards for each LTIP cycle. The performance metrics for Mr. Somerhalder’s performance-based restricted stock units granted in 2022 align with the 2022-2024 LTIP cycle. The values shown for Mr. Tierney, Mr. Smith, and Mr. Thomas for the 2022-2024 and for the 2023-2025 LTIP cycles are based on the prorated number of RSUs granted for that cycle. Upon their hires in 2023, Mr. Tierney, Mr. Smith, and Mr. Thomas were granted prorated LTIP awards based on annual salary and total LTIP target

  187. 2021-2023 LTIP Cycle Payout

    | 74 | FIRSTENERGY CORP. |

  188. 2021-2023 LTIP Cycle Payout

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  189. 2021-2023 LTIP Cycle Payout

    opportunity and based on actual months during the performance period for the 2021-2023 LTIP cycle. Given that the 2022-2024 and 2023-2025 cycles of performance-adjusted RSUs are based on three-year cumulative metrics, the performance and actual payout is unknown at this time. For more information on the outstanding performance-based RSUs as of December 31, 2023, refer to the “Outstanding Equity Awards at Fiscal Year-End 2023”. Realized Compensation We provide this alternative view of compensation paid to the NEOs as a supplement to, but not as a substitute for, the Summary Compensation Table (“SCT”). The realized compensation table below illustrates the way our Committee views the actual compensation earned or received by our NEOs in 2023 under the STIP and the 2021-2023 cycle of the LTIP. The table below summarizes realized compensation in 2023 for our NEOs:

  190. 2021-2023 LTIP Cycle Payout

    | Executive | 2023 Earned Salary | 2023 STIP (Paid in 2024) | Performance- Adjusted RSUs (Earned in three- year period ended in 2023, Paid in 2024) | Restricted Stock Award (Vested in 2023)(1) | Total 2023 Realized Compensation | | Brian X. Tierney | $876,923 | $1,573,767 | $5,180,651 | N/A | $7,631,341 | | K. Jon Taylor | $870,962 | $939,479 | $3,884,997 | N/A | $5,695,438 | | A. Wade Smith | $29,231 | $— | $314,583 | N/A | $343,814 | | Hyun Park | $725,154 | $653,162 | $3,366,987 | N/A | $4,745,303 | | Toby L. Thomas | $50,769 | $— | $285,575 | N/A | $336,344 | | John W. Somerhalder II | $519,231 | $771,154 | $2,694,557 | $5,361,595 | $9,346,537 | | Samuel L. Belcher | $248,500 | $226,505 | $2,909,761 | N/A | $3,384,766 |

  191. 2021-2023 LTIP Cycle Payout

    (1) Reflects the value of Mr. Somerhalder’s restricted stock unit award as well as the dividends that were earned and paid in stock upon vesting; award vested on January 3, 2023, and July 5, 2023, as discussed in the “Award Vesting for Mr. Somerhalder” section above. Current Expectations for 2024 Incentive Plan Design and NEO Compensation The Company has maintained the same general structure and design, with a few key modifications, for both of our incentive compensation programs through 2023, for the NEOs listed below. In January and February 2024, your Board approved several changes to the STIP that are designed to focus on key areas that are essential to achieving our strategic goals. To further reinforce our commitment to employee safety and continuous improvement, the LCE KPI will no longer have a threshold, target or stretch level but rather all employees will have a payout of either stretch level (200%) for zero LCEs or no payout (0%) if one LCE occurs anywhere across the FirstEnergy footprint. Also, while we will maintain the DEI Index for 2024, the survey component will be removed as a KPI metric, as we will not be conducting an Employee Engagement Survey in 2024. The DEI Index instead will be made up of two equally weighted components: supplier diversity spend and diverse hiring. Consistent with the 2022 and 2023 LTIP grants, the 2024 LTIP awards, which measure a 2024-2026 performance cycle, will maintain the Cumulative Operating EPS (at a weighting of 65%) and the Relative TSR metric measured against the S&P 500 Utility Index (weighted at 35%). Threshold performance begins if our performance is at the 25th percentile, while stretch performance begins at the 85th percentile. The threshold payout for the 2024 LTIP will continue to be at 25% of target, with the maximum payout at 200%. Payouts will continue to be capped at 100% of target if our Absolute TSR is negative over the three-year performance period. In addition, starting in 2024, LTIP grants will be based on a variety of factors including our overall equity budget, competitive market data, and individual performance to enhance our pay for performance philosophy, rather than using the same LTIP as a percentage of salary year after year. This change will still place our executives in the competitive median range overall and will not exceed the allocated equity budget.

  192. 2021-2023 LTIP Cycle Payout

    | 2024 PROXY STATEMENT | 75 |

  193. 2021-2023 LTIP Cycle Payout

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  194. 2021-2023 LTIP Cycle Payout

    For 2024, the Committee recommended, and the Board approved, no changes to the 2024 base salary and target opportunities. These target opportunities continue to be at or near the Blended Median of our peer groups. The 2024 target compensation levels for the continuing NEOs are as follows:

  195. 2021-2023 LTIP Cycle Payout

    | Executive | 2024 Base Salary Rate | 2024 STIP (as a % of Base Salary) | 2024 LTIP (as a % of Base Salary) | | Brian X. Tierney | $1,500,000 | 150% | 683% | | K. Jon Taylor | $875,000 | 90% | 325% | | A. Wade Smith | $760,000 | 80% | 250% | | Hyun Park | $730,000 | 75% | 225% | | Toby L. Thomas | $600,000 | 70% | 215% |

  196. 2021-2023 LTIP Cycle Payout

    Other Compensation Policies and Practices

  197. EDCP (Elective Deferrals)

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  198. Severance Benefits Upon an Involuntary Separation

    Severance Benefits Upon an Involuntary Separation In the event of an involuntary separation without cause, the CEO’s severance benefits, if any, are to be determined by the Committee, in its discretion, and approved by the independent members of the Board. All other NEOs are covered in the event of an involuntary separation under the FirstEnergy Corp. Amended and Restated Executive Severance Benefits Plan (the “Severance Plan”). The Severance Plan provides severance benefits to executives who are involuntarily separated due to the sale or closing of a facility, merger, acquisition, corporate restructuring, reduction in the workforce or job elimination. Benefits under the Severance Plan are also offered if an executive rejects a job assignment that would result in the occurrence of any one or more of the following events: (1) a 15% or greater reduction in the executive’s then current base salary; (2) a requirement that the executive make a 50-mile or greater relocation from his or her current residence for reasons related to the new job; or (3) a requirement that the executive make a 50-mile or greater change in his or her daily commute from their residence to a new reporting location. The Severance Plan provides for three weeks of base salary for each full year of service with a minimum benefit of 52 weeks of base salary and a maximum benefit of 104 weeks of base salary. Additionally, executives who elect continuation of health care for the severance period will be provided this benefit at active employee rates, not to exceed 18 months. Executives must pay taxes on any continuation of health care value in excess of what employees with the same level of service would receive under the FirstEnergy Employee Severance Benefits Plan. On February 9, 2023, upon the recommendation of the Committee, the Board approved a new policy effective immediately that cash severance payable under the Severance Plan or pursuant to any individual contract with an executive officer will not exceed 2.99 times the sum of the executive officer’s base salary plus target annual incentive opportunity under the STIP, unless the Company seeks shareholder approval.

  199. CIC Plan

    CIC Plan The Committee believes that your Company’s Change in Control Severance Plan (“CIC Plan”) is aligned with the market practices of our peer groups. All of the NEOs participated in the CIC Plan in 2023 excluding Mr. Somerhalder. The initial term of the CIC Plan commenced on January 1, 2017. Annually, the Committee reviews the CIC Plan for potential changes to be recommended to the Board for approval. If the Committee determines that no changes are needed, then the CIC Plan will automatically renew for an additional year. In December 2022, the Committee determined that no changes were needed and the term of the CIC Plan automatically extended to December 31, 2024 by its terms. All participating NEOs are eligible for the same level of benefits following a CIC and qualifying termination of employment (double-trigger), which include:

  200. CIC Plan

    | ◾ | A two-times base salary plus target STIP award multiplier for cash severance |

  201. CIC Plan

    | ◾ | The annual STIP paid at target, prorated for the number of days worked in the year |

  202. CIC Plan

    | ◾ | If the LTIP is not replaced by a buyer, LTIP awards will be paid at target, prorated for the number of full months worked in the cycle |

  203. CIC Plan

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  204. Share Ownership Guidelines for Executives

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  205. Non-Hedging and Pledging Policies

    | ◾ | Company directors and Company “officers” (under Exchange Act Rule 16a-1(f)) are prohibited from engaging in short-term opposite-way trading within a six-month period and |

  206. Non-Hedging and Pledging Policies

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  207. Risk Assessment of Compensation Programs

    | ◾ | The compensation structure is designed to link an appropriate portion of compensation to the Company’s long-term performance |

  208. Risk Assessment of Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  209. Risk Assessment of Compensation Programs

    | ◾ | The periodic benchmarking of the compensation programs and overall compensation structure are used to evaluate the Company’s policies as compared to market practices |

  210. Risk Assessment of Compensation Programs

    | ◾ | Annual incentive compensation is based on multiple, diversified, company-based performance metrics, which are consistent with our long-term strategy |

  211. Risk Assessment of Compensation Programs

    | ◾ | The grouping of goals are in place so that the beneficiary of any incentive payout cannot unilaterally control the measurement methodology |

  212. Risk Assessment of Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  213. Risk Assessment of Compensation Programs

    CD&A Glossary of Terms Average Capital Effectiveness: Measures the financial effectiveness of investment in operational assets over time. Creates a direct line of sight for executives to balance the value of our investments with the earnings they produce and create value for shareholders. It is a ratio of Operating Earnings over Net Plant in Service (“NPIS”) plus Construction Work in Progress (“CWIP”). Operating Earnings are an important measure of profitability. The NPIS plus CWIP is the value of the assets being used to generate revenues and profits. A high ratio indicates the business generates larger returns on its investment in operational assets and vice versa. Baseline O&M: Measures, RD, and certain Corporate Labor and Other-than-Labor expenses (e.g., excludes Service Company Depreciation which runs through billings) which are non-deferrable or do not have a regulatory means of recovery via riders or trackers, and therefore directly impact the Company’s Operating (non-GAAP) Earnings as reported externally. Cash from Operations less Investment Activity: Cash from Operations less Investment Activity is calculated using aggregate operating earnings (a non-GAAP measure reported externally to the investment community), adjusted for non-cash items, changes in working capital and all capital-like investments. Cash from Operations less Investment Activity explains the sources and uses of cash from ongoing regular business activities and investments. Corporate/Other: The Corporate/Other business segment. CWIP: Construction Work in Progress. DART Rate: OSHA-recordable incidents that involve days away from work, days of restricted work activity, and/or days of job transfer in the period per 100 employees. DART cases are work-related injuries or illnesses that result in at least one day of lost time, transfer or restriction excluding the day of injury. Detrimental Activity: Refers to an executive officer’s: (i) use for profit or disclosure to unauthorized persons of confidential information or trade secrets of the Company or any of its subsidiaries; (ii) breach of any contract with or violation of any fiduciary obligation to the Company or any of its subsidiaries, that results in (or was reasonably likely to result in) significant operational, financial or reputational harm (generally meaning behaviors resulting in financial harm or reputational damage to the Company or any of its subsidiaries) to the Company or any of its subsidiaries, such breach or violation may include, but is not limited to, engagement in any unethical conduct, fraud, dishonesty, violations of Company policy or the law, recklessness, gross negligence, failure to act, or other misconduct including but not limited to sexual harassment or misconduct, data security and/or privacy violations, or criminal activities; or (iii) engagement in conduct described in (ii) above that, even absent a breach of contract or violation of any fiduciary duty, is (or was reasonably likely to be) materially detrimental to the Company or any of its subsidiaries; in each case as determined by the Compensation Committee reasonably and in good faith. Diversity, Equity and Inclusion (DEI) Index: Measures diverse supplier spend, diverse hiring, and percentage of “Agree” and “Strongly Agree” responses on the FirstEnergy Employee Engagement Survey inclusion index items. Measures earn points based on the level of performance; all components within the index are weighted equally. For the purposes of this KPI, “diverse” is defined as female, historically under-represented racial and ethnic demographic groups (Black or African American, Native American or Alaska Native, Asian, Native Hawaiian or Pacific Islander, people of two or more races, Hispanic or Latino ethnicity), LGBTQ+ (lesbian, gay, bisexual, transgender, queer/questioning+), individuals with military service, and/or disabled. Engaged Customer Relationship (ECR) Score: External surveys conducted to capture the voice of customer for a compilation of metrics, which represent a balanced scorecard approach to measuring the full customer experience. Environmental Excursions and Notices of Violation (NOVs): Measures issues related to air emissions, water discharges or other unauthorized releases from facilities, that exceed the allowable limitations, conditions or deadlines established in the facilities’ environmental permits and applicable NOVs issued by a federal, state or local regulatory agency for the violation of an environmental law or regulation. KPI (Key Performance Indicators): Financial or operational metrics used to measure Company performance and aligned to our key business objectives. KPIs are used in setting threshold, target and stretch performance goals for our incentive compensation programs. LCEs: Life Changing Events include life-threatening work-related injuries or illnesses that required immediate life-preserving rescue action, and if not applied immediately would likely have resulted in the death of that person; life-altering work-related injuries or illnesses that resulted in a permanent and significant loss of a major body part or organ, or function thereof, that permanently changes or disables that person’s normal life activity; and work-related fatalities.

  214. Risk Assessment of Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  215. Risk Assessment of Compensation Programs

    Reg Gen EFOR: The percentage of generation that was not available versus the amount of time a unit was requested to be online. Regulated Distribution or RD: The Regulated Distribution business segment. Refers collectively to The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, Metropolitan Edison Company, Pennsylvania Power Company, Pennsylvania Electric Company, and the distribution assets of Jersey Central Power & Light, Monongahela Power Company, The Potomac Edison Company, and West Penn Power Company. RSUs (Restricted Stock Units): An equity vehicle commonly used in long-term incentive programs to reward employees and promote ownership within the Company. RSUs represent the right to receive future delivery of actual stock or cash subject to vesting restrictions (service-based and/or performance-based). Regulated Transmission or RT: The Regulated Transmission business segment. Refers collectively to the transmission assets of Jersey Central Power & Light Company, Monongahela Power Company, The Potomac Edison Company, and West Penn Power Company; FirstEnergy Transmission, LLC, and its subsidiaries, American Transmission Systems, Incorporated, Potomac-Appalachian Transmission Highline, LLC, Trans-Allegheny Interstate Line Company, and Mid-Atlantic Interstate Transmission. Relative TSR (Relative Total Shareholder Return): The total return of a stock to a shareholder for our Company measured against the total return of stock for other companies within a selected peer group. The calculation is based on a set period (e.g., three years) and assumes that dividends are reinvested over this period. Relative TSR is a common performance measure used within long-term incentive plans and helps to align executive payouts to shareholder value creation. SAIDI: Distribution System Average Interruption Duration Index is the average total duration of outage minutes in a year for each customer served adjusted for major storms. TOF: Transmission Outage Frequency measures the transmission line frequency of outages (total number of transmission circuit outages divided by average number of circuits) on 100kV to 500kV circuits after adjustment for major events (Six Sigma). Transmission circuit outages are defined as any loss of flow, momentary or sustained, that is a result of an automatic switching operation. Scheduled outages, emergency forced outages, and operational outages are excluded from the calculation. TSR (Total Shareholder Return): A measure of stock price appreciation and dividend payments over a period of time.

  216. Risk Assessment of Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  217. Risk Assessment of Compensation Programs

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | SEC Total Without Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | | Brian X. Tierney(1) President & CEO | 2023 | $876,923 | $1,500,000 | $22,267,685 | $1,573,767 | $49,154 | $185,087 | $26,452,616 | $26,403,462 | | K. Jon Taylor SVP, CFO & Strategy | 2023 | $870,962 | $— | $4,665,181 | $939,479 | $541,704 | $32,955 | $7,050,282 | $6,508,578 | | | 2022 | $790,223 | $— | $1,974,021 | $661,438 | $9,412 | $32,131 | $3,467,225 | $3,457,813 | | | 2021 | $686,209 | $750,000 | $1,962,017 | $915,874 | $216,628 | $12,115 | $4,542,843 | $4,326,215 | | A. Wade Smith(1) President, FE Utilities | 2023 | $29,231 | $1,500,000 | $5,632,346 | $— | $— | $228 | $7,161,805 | $7,161,805 | | Hyun Park SVP & Chief Legal Officer | 2023 | $725,154 | $— | $1,539,342 | $653,162 | $89,494 | $18,484 | $3,025,635 | $2,936,141 | | | 2022 | $691,978 | $— | $1,584,261 | $473,156 | $98,743 | $134,077 | $2,982,215 | $2,883,472 | | | 2021 | $635,714 | $— | $2,459,075 | $704,676 | $42,875 | $895,969 | $4,738,309 | $4,695,434 | | Toby L. Thomas(1) Chief Operating Officer | 2023 | $50,769 | $250,000 | $1,957,547 | $— | $1,662 | $21,193 | $2,281,172 | $2,279,510 | | John W. Somerhalder II(1) Chair of the Board and Former Interim President and CEO | 2023 | $519,231 | $— | $3,166,015 | $771,154 | $— | $40,607 | $4,497,007 | $4,497,007 | | | 2022 | $636,676 | $— | $2,188,623 | $672,080 | $124,505 | $41,924 | $3,663,808 | $3,539,303 | | | 2021 | $632,555 | $— | $2,717,970 | $1,006,534 | $42,404 | $17,205 | $4,416,668 | $4,374,264 | | Samuel L. Belcher(1) Former SVP, Operations | 2023 | $248,500 | $— | $1,804,117 | $226,505 | $481,499 | $113,493 | $2,874,114 | $2,392,616 | | | 2022 | $742,116 | $— | $1,886,010 | $506,954 | $3,126 | $27,756 | $3,165,962 | $3,162,836 | | | 2021 | $694,148 | $— | $2,034,701 | $780,258 | $255,317 | $11,842 | $3,776,266 | $3,520,949 |

  218. Risk Assessment of Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  219. Risk Assessment of Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  220. Risk Assessment of Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  221. Risk Assessment of Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  222. Risk Assessment of Compensation Programs

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  223. Other Information

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  224. Other Information

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  225. Other Information

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  226. Other Information

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  227. Other Information

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  228. Pension Benefits

    Pension Benefits

  229. Qualified and Nonqualified Plans

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  230. Qualified and Nonqualified Plans

    turns 55 in 2028, and subject to the FATP early retirement reduction table. The earliest retirement age without reduction for the qualified plan is age 60 with the exception of those covered under the FATP plan. The earliest retirement age without reduction for FATP is age 62.

  231. FATP Early Retirement Reduction Table

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  232. FATP Early Retirement Reduction Table

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  233. EDCP

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  234. EDCP

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  235. Involuntary Separation

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  236. Termination Following a CIC

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  237. Departed NEO

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  238. CEO Pay Ratio

    CEO Pay Ratio We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and our Compensation Committee annually reviews the internal pay ratio between our CEO’s total compensation and that for other NEOs and all non-executive employees. We had multiple CEOs in 2023 as a result of Mr. Somerhalder’s completion of executive service effective May 31, 2023 and Mr. Tierney’s appointment as President and CEO effective June 1, 2023. For purposes of this pay ratio disclosure, we have calculated the CEO annual total compensation based on the compensation of Mr. Tierney, who served as President and CEO for the majority of 2023, and who was serving as President and CEO on the anniversary of the date used to identify the median employee in 2021, as permitted by SEC rules. For 2023, the Compensation Committee elected to use the same median employee that was originally identified in 2021 to calculate our 2023 pay ratio calculation, as there has been no change to our employee population or employee compensation arrangements in the last fiscal year that we believe would have a significant impact on our pay ratio disclosure. This will be the third and final year using this same median employee. The process that we used to determine our “median employee” in 2021 is summarized below: For 2021, we identified the median employee by analyzing the compensation of approximately 12,300 full-time, part-time, seasonal and temporary employees who were employed by us on December 31, 2021, and who had Form W-2 reportable earnings for 2021, other than Mr. Strah, who was serving as President and CEO at that time. As permitted by SEC rules, to determine the median employee, we calculated and ranked the taxable W-2 wages (Box 5) for 2021. Using this methodology, plus the consistently applied compensation measure, we identified our median employee for 2021. We calculated the median employee’s annual total compensation for 2023 using the same calculation method as in the Summary Compensation Table, which resulted in median employee annual compensation of $151,804. As shown on the Summary Compensation Table, in 2023, Mr. Tierney’s CEO Compensation was $26,452,616. As a result, we estimate that the ratio of CEO annualized total compensation to median employee annual total compensation for 2023 is approximately 175:1. Mr. Tierney’s total compensation shown in the Summary Compensation Table for 2023 includes (i) pro-rated awards of stock-based performance-adjusted restricted stock units for the 2021-2023 and 2022-2024 performance periods, (ii) a hiring bonus, and (iii) a service-based restricted stock award, as a partial make-whole for awards and compensation being forfeited by Mr. Tierney due to his departure from his prior employer. When annualized to assume base salary earned through December 31, 2023, as well as the full year STIP and annual LTIP grant at target performance, the total annualized CEO compensation for Mr. Tierney is $13,995,000. As a result, we estimate that the ratio of CEO annualized total compensation to median employee annual total compensation for 2023 is approximately 93:1 when using Mr. Tierney’s annualized compensation without using the one-time items described above. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described above. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  239. CEO Pay Ratio

    | 102 | FIRSTENERGY CORP. |

  240. CEO Pay Ratio

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  241. Pay versus Performance

    Pay versus Performance The following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2023 for this Proxy Statement’s NEOs, as well as our NEOs from our 2023, 2022 and 2021 Proxy Statements (each of 2020, 2021, 2022 and 2023, a “Covered Year”). The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:

  242. Pay versus Performance

    | ◾ | The information in columns (b) and (d) of the PVP Table comes directly from this year’s Summary Compensation Table (or prior years’ Summary Compensation Tables), without adjustment |

  243. Pay versus Performance

    | ◾ | As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect the final compensation that our NEOs actually earned or received for their service in the Covered Years, respectively. As a result, we urge investors to use caution when evaluating CAP amounts and |

  244. Pay versus Performance

    | ◾ | As required by the SEC’s PVP rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results, cumulative TSR results for a peer group of companies identified in the PVP Table (“EEI TSR”), and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. The peer group used for purposes of this PVP Table disclosure is substantially different than the comparator companies against which we evaluate relative TSR performance for our NEOs for purposes of our performance-adjusted RSU awards, as described above in the CD&A. As a result, we did not necessarily design our NEO compensation to move in tandem with improving, declining or steady achievement in these External Measures |

  245. Pay versus Performance

    Due to the use and weighting of the Operating Earnings performance measure in our STIP for 2022, we have determined that, pursuant to the SEC’s PVP rules, Operating Earnings should be designated as the “Company-Selected Measure” to be included in the far right column of the PVP Table below because we believe it is the most important financial measure that demonstrates how we sought to link executive pay to performance for 2023.

  246. Pay versus Performance

    | Pay Versus Performance Table (1) | | | | | | | | | | | | | | | | | | | Year (a) | SCT Total for PEO Jones (b) | SCT Total for PEO Strah (b) | SCT Total for PEO Somerhalder (b) | SCT Total for PEO Tierney (b) | Compensation Actually Paid to PEO Jones (c) (2) | | Compensation Actually Paid to PEO Strah (c) (2) | | Compensation Actually Paid to PEO Somerhalder (c) (2) | Compensation Actually Paid to PEO Tierney (c) (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e) (2) | | Value of Initial Fixed $100 Investment Based On: | | Net Income (GAAP) (h) | Operating Earnings (i) (5)(6)(7) | | | | | | | | | | | | | | | | FE TSR | EEI TSR | | | | | | | | | | | | | | | | | | (f) (3) | (g) (4) | | | | 2023 | N/A | N/A | $4,497,007 | $26,452,616 | | N/A | | N/A | $4,847,129 | $30,948,304 | $4,478,599 | | 3,468,502 | $89.30 | $106.90 | $1,176 | $1,468 | | 2022 | N/A | $9,268,371 | $3,663,808 | N/A | | N/A | | 4,461,489 | $3,931,015 | N/A | $3,195,262 | | 3,846,919 | $97.88 | $117.09 | $439 | $1,376 | | 2021 | N/A | $10,714,062 | N/A | N/A | | N/A | | 11,432,150 | N/A | N/A | $4,368,522 | | 5,296,905 | $93.42 | $115.76 | $1,283 | $1,438 | | 2020 | $10,066,956 | $5,792,232 | N/A | N/A | ($ | 23,907,697) | ($ | 1,673,575) | N/A | N/A | $2,407,686 | ($ | 614,173) | $65.94 | $98.84 | $1,079 | $1,381 |

  247. Pay versus Performance

    (1) The tables below summarize our principal executive officer(s) (“PEOs”) and non-PEOs for 2020 to 2023 (although Mr. Somerhalder was a non-PEO named executive officer in 2021 and was included in the Summary Compensation Table for that year, his individual Summary Compensation Table Total amount is not included in the table above for 2021 because he was not our PEO for that year):

  248. Pay versus Performance

    | PEO 2020-2023 | | | | Name | Position Start Date | Position End Date | | Brian X. Tierney | June 1, 2023 | Current | | John W. Somerhalder II | September 16, 2022 | May 31, 2023 | | Steven E. Strah | October 29, 2020 | September 16, 2022 | | Charles E. Jones | January 1, 2015 | October 29, 2020 |

  249. Pay versus Performance

    | 2024 PROXY STATEMENT | 103 |

  250. Pay versus Performance

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  251. Pay versus Performance

    | Non-PEO Named Executive Officers 2020-2023 | | | | | | Name | 2020 | 2021 | 2022 | 2023 | | A. Wade Smith | | | | ✓ | | Toby L. Thomas | | | | ✓ | | John W. Somerhalder II | | ✓ | | ✓ | | K. Jon Taylor | ✓ | ✓ | ✓ | ✓ | | Samuel L. Belcher | ✓ | ✓ | ✓ | ✓ | | Hyun Park | | ✓ | ✓ | ✓ | | Christine L. Walker | ✓ | | ✓ | | | Gary D. Benz | ✓ | | | | | Robert P. Reffner | ✓ | ✓ | | |

  252. Pay versus Performance

    (2) For each Covered Year, in determining both the CAP to our PEOs and the average CAP to our non-PEO named executive officers for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) for such Covered Year the following amounts:

  253. Pay versus Performance

    | Item and Value Added (Deducted) | 2023 | 2022 | 2021 | 2020 | | SCT Total for Mr. Jones | N/A | N/A | N/A | $10,066,956 | | - change in actuarial present value of pension benefits | | | | ($2,983,653) | | + service cost of pension benefits | | | | $447,581 | | + prior service cost of pension benefits | | | | N/A | | - SCT Stock Awards column value | | | | ($6,028,833) | | - SCT Option Awards column value | | | | N/A | | + year-end fair value of outstanding equity awards granted in covered year | | | | $0 | | +/- change in fair value of outstanding equity awards granted in prior years | | | | $0 | | + vesting date fair value of equity awards granted and vested in covered year | | | | N/A | | +/- change in fair value of prior-year equity awards vested in covered year | | | | ($6,068,010) | | - prior year-end fair value of prior year equity awards forfeited in covered year | | | | ($19,341,739) | | + includable dividends/earnings on equity awards during covered year | | | | N/A | | Compensation Actually Paid for Mr. Jones | N/A | N/A | N/A | ($23,907,697) | | Item and Value Added (Deducted) | 2023 | 2022 | 2021 | 2020 | | SCT Total for Mr. Strah | N/A | $9,268,371 | $10,714,062 | $5,792,232 | | - change in actuarial present value of pension benefits | | ($691,253) | ($1,869,542) | ($2,512,170) | | + service cost of pension benefits | | $348,485 | $255,941 | $244,302 | | + prior service cost of pension benefits | | N/A | N/A | N/A | | - SCT Stock Awards column value | | ($6,601,055) | ($5,755,252) | ($1,614,667) | | - SCT Option Awards column value | | N/A | N/A | N/A | | + year-end fair value of outstanding equity awards granted in covered year | | $1,158,750 | $6,567,574 | $953,881 | | +/- change in fair value of outstanding equity awards granted in prior years | | $511,316 | $940,309 | ($3,464,040) | | + vesting date fair value of equity awards granted and vested in covered year | | N/A | N/A | N/A | | +/- change in fair value of prior-year equity awards vested in covered year | | $466,876 | $579,058 | ($1,073,113) | | - prior year-end fair value of prior year equity awards forfeited in covered year | | N/A | N/A | N/A | | + includable dividends/earnings on equity awards during covered year | | N/A | N/A | N/A | | Compensation Actually Paid for Mr. Strah | N/A | $4,461,489 | $11,432,150 | ($1,673,575) |

  254. Pay versus Performance

    | 104 | FIRSTENERGY CORP. |

  255. Pay versus Performance

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  256. Pay versus Performance

    | Item and Value Added (Deducted) | 2023 | | 2022 | | 2021 | 2020 | | SCT Total for Mr. Somerhalder | | 4,497,007 | | 3,663,808 | N/A | N/A | | - change in actuarial present value of pension benefits | | N/A | ($ | 115,970) | | | | + service cost of pension benefits | | 201,653 | | 98,356 | | | | + prior service cost of pension benefits | | N/A | | N/A | | | | - SCT Stock Awards column value | ($ | 3,166,015) | ($ | 2,188,623) | | | | - SCT Option Awards column value | | N/A | | N/A | | | | + year-end fair value of outstanding equity awards granted in covered year | | N/A | | 2,442,000 | | | | +/- change in fair value of outstanding equity awards granted in prior years | | 290,015 | ($ | 59,917) | | | | + vesting date fair value of equity awards granted and vested in covered year | | 3,008,323 | | N/A | | | | +/- change in fair value of prior-year equity awards vested in covered year | | 16,145 | | 18,941 | | | | - prior year-end fair value of prior year equity awards forfeited in covered year | | N/A | | N/A | | | | + includable dividends/earnings on equity awards during covered year | | N/A | | 72,421 | | | | Compensation Actually Paid for Mr. Somerhalder | | 4,847,129 | | 3,931,015 | N/A | N/A |

  257. Pay versus Performance

    | Item and Value Added (Deducted) | 2023 | | 2022 | 2021 | 2020 | | SCT Total for Mr. Tierney | | 26,452,616 | N/A | N/A | N/A | | - change in actuarial present value of pension benefits | ($ | 49,154) | | | | | + service cost of pension benefits | | N/A | | | | | + prior service cost of pension benefits | | N/A | | | | | - SCT Stock Awards column value | ($ | 22,267,685) | | | | | - SCT Option Awards column value | | N/A | | | | | + year-end fair value of outstanding equity awards granted in covered year | | 26,812,527 | | | | | +/- change in fair value of outstanding equity awards granted in prior years | | N/A | | | | | + vesting date fair value of equity awards granted and vested in covered year | | N/A | | | | | +/- change in fair value of prior-year equity awards vested in covered year | | N/A | | | | | - prior year-end fair value of prior year equity awards forfeited in covered year | | N/A | | | | | + includable dividends/earnings on equity awards during covered year | | N/A | | | | | Compensation Actually Paid for Mr. Tierney | | 30,948,304 | N/A | N/A | N/A |

  258. Pay versus Performance

    | Item and Value Added (Deducted) | 2023 | | 2022 | | 2021 | | 2020 | | | Average SCT Total for Non-PEO Named Executive Officers | | 4,478,599 | | 3,195,262 | | 4,368,522 | | 2,407,686 | | - change in actuarial present value of pension benefits | ($ | 209,411) | ($ | 24,686) | ($ | 136,884) | ($ | 817,630) | | + service cost of pension benefits | | 95,864 | | 146,164 | | 75,895 | | 119,874 | | + prior service cost of pension benefits | | 0 | | N/A | | N/A | | N/A | | - SCT Stock Awards column value | ($ | 3,119,704) | ($ | 1,515,633) | ($ | 2,293,441) | ($ | 899,385) | | - SCT Option Awards column value | | N/A | | N/A | | N/A | | N/A | | + year-end fair value of outstanding equity awards granted in covered year | | 2,753,339 | | 1,601,589 | | 2,791,195 | | 531,321 | | +/- change in fair value of outstanding equity awards granted in prior years | ($ | 534,263) | | 244,735 | | 334,706 | ($ | 1,561,408) | | + vesting date fair value of equity awards granted and vested in covered year | | N/A | | N/A | | N/A | | N/A | | +/- change in fair value of prior-year equity awards vested in covered year | | 120,922 | | 199,488 | | 156,913 | ($ | 394,631) | | - prior year-end fair value of prior year equity awards forfeited in covered year | ($ | 116,843) | | N/A | | N/A | | N/A | | + includable dividends/earnings on equity awards during covered year | | N/A | | N/A | | N/A | | N/A | | Compensation Actually Paid for non-PEO Named Executive Officers | | 3,468,502 | | 3,846,919 | | 5,296,905 | ($ | 614,173) |

  259. Pay versus Performance

    (3) For each Covered Year, our absolute total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on NYSE on December 31, 2019 ($48.60 per share) through and including the last day of the Covered Year (each one-year, two-year and three-year periods, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period ($36.66 per share for December 31, 2023, $41.94 per share for December 31, 2022, $41.59 per share for December 31, 2021 and $30.61 per share for December 31, 2020), divided by (b) our closing share price at the beginning of the Measurement Period ($48.60 per share). Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

  260. Pay versus Performance

    | 2024 PROXY STATEMENT | 105 |

  261. Pay versus Performance

    | Proxy Summary | Corporate Governance & Board of Directors | Items to Be Voted On | Commitments to EESG | Executive & Director Compensation | Other Important Matters / Q&A |

  262. Pay versus Performance

    (4) For purposes of this pay versus performance disclosure, our peer group is EEI’s Index of Investor-Owned Electric Utility Companies (the “Peer Group”). For each Covered Year, our peer group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the entities in the Peer Group (on a weighted basis depending on the respective entity’s stock market capitalization at the beginning of the Measurement Period). (5) For 2020, Operating Earnings is disclosed in millions and is calculated using the aggregate GAAP earnings adjusted for special items that are consistent with the Company’s external operating earnings reporting. Results for 2020 excluded the following: (i) the impacts associated with restructuring the business or other strategic decisions including the associated tax impacts, (ii) non-deferred major storm O&M expenses above or below the budgeted amount of $38 million, and (iii) the impacts of legal reserves or related expenses. External segment reporting is consistent with the internal financial reports to regularly assess performance of the business and allocate resources. (6) For 2021, Operating Earnings is disclosed in millions and is calculated using the aggregate GAAP earnings adjusted for special items that are consistent with the Company’s external operating earnings reporting. Results for 2021 excluded the following: (i) the impacts of O&M costs for storms that are considered major events, such as named storms (tropical storms, hurricanes, and winter storms) with total costs of $20 million or higher (except that all other storm costs, including all capital costs for storms, will not be excluded), (ii) the impacts of unforeseen legislative or regulatory changes (e.g., tax reform, SEC/DOJ penalties and fines as a result of the ongoing investigations) or other strategic decisions that are approved by the Finance and Compensation Committees including but not limited to accelerated O&M spending and variances to budget around interest costs under the Company’s liquidity management strategy. (7) For 2022, Operating Earnings is disclosed in millions and is calculated using the aggregate GAAP earnings adjusted for special items that are consistent with the Company’s external operating earnings reporting. Results for 2022 included the following adjustments: the impacts of unforeseen accounting, legislative or regulatory changes were included as adjustments. Other strategic decisions may also apply if they are approved in advance by the finance and compensation committees, including but not limited to accelerated O&M spending. (8) For 2023, Operating Earnings is disclosed in millions and is calculated using the aggregate GAAP earnings adjusted for special items that are consistent with the Company’s external operating earnings reporting. Results for 2023 included the following adjustments: in addition to the special items that adjust GAAP earnings to Operating (non-GAAP) earnings as reported externally, the impacts of unforeseen accounting and legislative or regulatory changes were included as adjustments. Other strategic decisions may also apply if they are approved in advance by the Finance and Compensation Committees, including but not limited to accelerated O&M spending.

  263. Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results

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  264. 2023 Tabular List

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  265. 2023 Tabular List

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jana T. Croom | $115,000 | $159,932 | $— | $— | $274,932 | | Steven J. Demetriou | $130,000 | $159,932 | $— | $2,580 | $292,512 | | Lisa Winston Hicks | $220,000 | $159,932 | $— | $— | $379,932 | | Paul Kaleta | $215,000 | $159,932 | $— | $— | $374,932 | | Sean T. Klimczak(6) | $— | $— | $— | $— | $— | | Jesse A. Lynn(7) | $73,695 | $63,688 | $— | $— | $137,383 | | James F. O’Neil III | $135,000 | $159,932 | $— | $— | $294,932 | | John W. Somerhalder II(8) | $154,341 | $151,345 | $— | $— | $305,686 | | Andrew Teno(7) | $107,813 | $149,969 | $— | $— | $257,782 | | Leslie M. Turner | $140,000 | $159,932 | $— | $— | $299,932 | | Melvin D. Williams | $200,000 | $159,932 | $— | $— | $359,932 |

  266. 2023 Tabular List

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  267. Compensation of Directors

    Compensation of Directors We use a combination of cash and equity-based incentive compensation in order to attract and retain qualified candidates to serve on your Board. Equity compensation provides incentives to directors linking their personal interests to our long-term financial success and to increases in shareholder value. In setting director compensation, we take into consideration the significant amount of time that directors spend in fulfilling their duties to us as well as the skill level required of members of your Board. A review is performed every other year to help ensure the competitiveness of non-employee director compensation. Only non-employee directors receive the compensation described below for their service on your Board. Since Mr. Tierney is an employee, he was not eligible to receive additional compensation for his service on your Board in 2023. Mr. Somerhalder was an employee of the Company until May 31, 2023; on June 1, 2023, he reassumed the role of Non-executive Chair and, therefore, received compensation as a non-employee director and Non-Executive Chair as discussed below. Further, pursuant to arrangements with Ms. Boyd (and previously Mr. Klimczak) and Blackstone, Ms. Boyd and Mr. Klimczak do not, and did not, respectively, receive compensation for their service on the Board and are not required to participate in share ownership guidelines.

  268. Share Ownership Guidelines

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  269. Other Payments or Benefits Received by Directors

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  270. Other Payments or Benefits Received by Directors

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  271. Other Payments or Benefits Received by Directors

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  272. Related Person Transactions involving the State Street Corporation

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  273. Related Person Transactions involving the Icahn Group

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  274. Related Person Transactions involving the Icahn Group

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  275. Audit Fees

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  276. Audit Fees

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  277. Audit Fees

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  278. Audit Fees

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  279. Proxy Materials

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  280. Proxy Materials

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  281. Voting Matters

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  282. Voting Matters

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  283. How You Can Vote

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  284. Advance Registration Instructions

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  285. Proposals and Business by Shareholders

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  286. Proposals and Business by Shareholders

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