DEF 14A of Firstenergy Corp, Apr 3, 2025

DEF 14A of Firstenergy Corp

Filed Apr 3, 2025 · FY20240001193125-25-071853

Open on EDGAR

  1. AGENDA

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

  2. WEBSITES

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

  3. VOTING MATTERS

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

  4. HOW TO CAST YOUR VOTE

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

  5. HOW TO CAST YOUR VOTE

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

  6. HOW TO CAST YOUR VOTE

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

  7. HOW TO CAST YOUR VOTE

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

  10. Risk Management

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

  11. Risk Management

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

  12. Risk Management

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

  13. Commitment to Shareholder Outreach and Engagement

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

  14. Attendance at Board Meetings, Committee Meetings and the Annual Meeting of Shareholders

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

  15. Communications with your Board of Directors

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

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

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

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

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

  18. Director Independence

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

  19. Director Independence

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

  20. 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 Committee and your Board that he or she should serve as a director of your Company.

  21. Director Independence

    | | Heidi L. Boyd Director | | AGE: 40 FirstEnergy DIRECTOR SINCE 2024 | STANDING COMMITTEES: Audit; Compensation; Governance, Corporate Responsibility and Political Oversight |

  22. 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, 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.

  23. Director Independence

    | | Jana T. Croom Director | | AGE: 48 FirstEnergy DIRECTOR SINCE 2022 | STANDING COMMITTEES: Audit; Governance, Corporate Responsibility and Political Oversight |

  24. 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.

  25. Director Independence

    | 2025 PROXY STATEMENT | 19 |

  26. Director Independence

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

  27. Director Independence

    | | Steven J. Demetriou Director | | AGE: 66 FirstEnergy DIRECTOR SINCE 2017 | STANDING COMMITTEES: Finance (Chair); Compensation |

  28. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Mr. Demetriou serves as executive chair of the board at Amentum Holdings, Inc. a provider of engineering and technology services, since September 2024. Former 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 since January 2023. He previously served as chief executive officer of Jacobs (from 2015 to January 2023). 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 Corporation 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, chemicals and mining. 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 September 2024, serves as executive chair of Amentum. In September 2024, Mr. Demetriou stepped down as Jacobs’ executive chair and was appointed as Amentum executive chair following the merger of Amentum with Jacobs’ critical mission solutions business. 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:

  29. Director Independence

    | ◾ | Mr. Demetriou’s commitments continue to reduce. He no longer serves as chief executive officer nor executive chair of Jacobs and has reduced other prior commitments; |

  30. Director Independence

    | ◾ | As executive chair at Amentum, his focus will be to bring his experience from Jacobs to the new organization; |

  31. Director Independence

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

  32. 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; |

  33. Director Independence

    | ◾ | He is an active participant in all Board matters and his attendance record demonstrates his commitment to your Board, attending 98% of regularly scheduled Board and respective committee meetings throughout his tenure on your Board, and 100% of meetings held in 2024; |

  34. 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 |

  35. Director Independence

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

  36. 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 carry out their respective Board duties.

  37. Director Independence

    | 20 | FIRSTENERGY CORP. |

  38. Director Independence

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

  39. Director Independence

    | | Lisa Winston Hicks Director | | AGE: 58 FirstEnergy DIRECTOR SINCE 2021 | STANDING COMMITTEES: Compensation; Finance; Operations and Safety Oversight |

  40. 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 services firm (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.

  41. Director Independence

    | | Paul Kaleta Director | | AGE: 69 FirstEnergy DIRECTOR SINCE 2021 | STANDING COMMITTEES: Governance, Corporate Responsibility and Political Oversight (Chair); Compensation; Operations and Safety Oversight |

  42. 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 Juris Doctorate 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.

  43. Director Independence

    | 2025 PROXY STATEMENT | 21 |

  44. Director Independence

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

  45. Director Independence

    | | James F. O’Neil III Director | | AGE: 66 FirstEnergy DIRECTOR SINCE 2017 | STANDING COMMITTEES: Audit; Compensation (Chair); Operations and Safety Oversight |

  46. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Chairman of the board of CenTrio Energy since July 2024. Former chief executive officer and vice chairman of Orbital Infrastructure Group, Inc. (from 2019-2023), a provider of specialty contracting services to the electric power, telecommunications, and renewable industries. 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.

  47. Director Independence

    | | John W. Somerhalder II Director | | AGE: 69 FirstEnergy DIRECTOR SINCE 2021 | STANDING COMMITTEE: Finance; Operations and Safety Oversight |

  48. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Previously served as Interim President and Chief Executive Officer of your Company from September 2022 to May 2023, Executive Vice Chair from March 2021 to May 2022, Executive Chair from May 2022 to May 2023 and Non-executive Board Chair from June 2023 to December 31, 2024. Mr. Somerhalder also 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, knowledge of the industry, and board processes and functions, all of which make him a valuable member of your Board.

  49. Director Independence

    | 22 | FIRSTENERGY CORP. |

  50. Director Independence

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

  51. Director Independence

    | | Brian X. Tierney Boar Chair, President, and Chief Executive Officer | | AGE: 57 FirstEnergy DIRECTOR SINCE 2023 | |

  52. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Board Chair, President, and Chief Executive Officer of the Company. He previously served as the global head of Portfolio Operations and Asset Management for Blackstone Infrastructure Partners. Earlier, he spent 23 years at Ohio-based American Electric Power Company, Inc., one of the United States’ largest investor-owned utilities. At American Electric Power he held numerous leadership positions, including executive vice president of Strategy and more than 11 years as Chief Financial Officer. 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. Mr. Tierney’s extensive experience qualifies him to lead your Board in the Company’s efforts to build trust with our external stakeholders, support our senior leadership team’s efforts to carry out its strategy, and strengthen your Company’s governance, responsible business practices and stewardship.

  53. Director Independence

    | | Leslie M. Turner Director | | AGE: 67 FirstEnergy DIRECTOR SINCE 2018 | STANDING COMMITTEES: Audit (Chair); Finance |

  54. Director Independence

    POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Retired in 2018 as senior vice president, general counsel and corporate secretary (from 2012 to 2018) of The Hershey Company, a global confectionery company. Ms. Turner received her Juris Doctorate 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 extensive and wide-ranging leadership, legal, governance and corporate strategy skills through her former roles with The Hershey Company and The Coca-Cola Company. Ms. Turner served as senior vice president, general counsel, and corporate secretary of The Hershey Company from 2012 until her retirement in March 2018. In this role, Ms. Turner was the leader of Hershey’s legal, government relations, corporate secretary, and corporate security functions. She also advised Hershey on M&A opportunities and other significant stakeholder matters. Prior to joining Hershey, Ms. Turner’s career included progressively more responsible leadership roles at Coca-Cola, Akin Gump Hauer & Feld, LLP and the senior executive service level of the federal government at the Department of the Interior. Ms. Turner’s legal experience and additional regulatory experience qualify her to serve as a member of your Board.

  55. Director Independence

    | 2025 PROXY STATEMENT | 23 |

  56. Director Independence

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

  57. Director Independence

    | | Melvin D. Williams Director | | AGE: 61 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 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. | |

  58. Director Independence

    | 24 | FIRSTENERGY CORP. |

  59. Director Independence

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

  60. Director Independence

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

  61. Director Independence

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

  62. Director Independence

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

  63. Director Independence

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

  64. Director Independence

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

  65. Director Independence

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

  66. Supporting Statement

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

  67. Supporting Statement

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

  68. Supporting Statement

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

  69. Separation with Former Chief Human Resources Officer

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

  70. Separation with Former Chief Human Resources Officer

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

  71. Separation with Former Chief Human Resources Officer

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

  72. Shareholder Engagement and Say-on-Pay Results

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

  73. Shareholder Engagement and Say-on-Pay Results

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

  74. Commitment to Pay for Performance

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

  75. 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 performance-based incentives in the pay mix; |

  76. Compensation Philosophy

    | ◾ | Conduct ourselves in a way that comports with standards of good governance consistent with creating long-term value for shareholders while encouraging a culture of inclusion. |

  77. Compensation Philosophy

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

  78. What We Do and Don’t Do

    | WHAT WE DO | Pay-for-performance ◾ LTIP is performance-based and at risk,with no solely time-based vesting requirements historically ◾ STIP is at risk Threshold and caps on incentive awards ◾ Individual STIP award payout opportunities are capped at 200% (consistent with peer companies) ◾ Individual LTIP award payout opportunities are capped at 200% (consistent with peer companies) and capped at 100% if absolute 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, and the ability to clawback both time-based and performance-based awards ◾ 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 and no gross-ups in 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 |

  79. 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 is designed to incorporate a consistent and uncompromising 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 and drivers of growth in shareholder value. In this process, the Committee evaluates information provided by its independent compensation consultant, Farient Advisors LLC (“Farient”), and our CEO, as discussed below. The Committee reviews the mix and level of compensation by each component individually and in the aggregate. The Committee, using tally sheets and accumulated compensation summaries, also reviews current and previously awarded but unvested compensation.

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

    | 2025 PROXY STATEMENT | 41 |

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

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

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

    Management continually works to help ensure that high-performing 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 CHRO, 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:

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

    | ◾ | Reviews, determines, and recommends to the Board the Company’s pay-related goals and objectives; and |

  84. 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 and competitive market data provided by our independent consultant. |

  85. 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 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 non-management 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, and the Lead Independent Director (as applicable), typically makes recommendations to the Committee with respect to the compensation of the other NEOs. The CEO possesses insight regarding individual performance, experience, future promotion potential, and intentions in retaining particular senior executives, including NEOs. Farient, as discussed below, regularly provides market-level commentary and observations regarding compensation adjustments to the Committee, with the decision for adjusting compensation ultimately residing with the Committee. During 2024, 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 rests with the Committee and the Board, as applicable. The services provided by Farient to the Committee in 2024 included:

  86. 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; |

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

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

  88. 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: |

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

    | ○ | Evaluating historical and projected performance; |

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

    | ○ | Reviewing analyst estimates to understand external expectations; |

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

    | ○ | Analyzing historical and projected peer data; and |

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

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

  93. 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; |

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

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

  95. 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 the Committee on our processes, plans and programs, including review of the FirstEnergy Corp. Second Amended and Restated Executive Compensation Recoupment Policy and the FirstEnergy Corp. Compensation Clawback Policy and alignment with competitive practice and regulatory requirements; and |

  96. 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. |

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

    | 42 | FIRSTENERGY CORP. |

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

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

  99. 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.

  100. 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 (i.e., 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 assist in determining any compensation adjustments and assess the competitiveness of base salary, short- and long-term target incentive opportunities and total target compensation. The Committee considers 80% to 120% of the Blended Median for each component of pay and in total to be a competitive range for any covered individual. For 2024, the general industry peer group was 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 $12.3 billion in 2024. The 2024 peer groups were based on the following criteria:

  101. Benchmarking

    | 2025 PROXY STATEMENT | 43 |

  102. Benchmarking

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

  103. Benchmarking

    Following the annual peer group review, ONEOK, Inc. was removed from the general industry peer group for 2024 as they have not participated in the surveys we use for benchmarking in the previous two years. As a result, the peer groups for 2024 included the following 21 utility companies and 33 general industry companies:

  104. Benchmarking

    | 2024 Utility Peer Group |

  105. Benchmarking

    | 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 |

  106. Benchmarking

    | 2024 General Industry Peer Group |

  107. 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 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 |

  108. Benchmarking

    In December 2023, 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 Blended Median. The total direct compensation for our NEOs, in the aggregate, was approximately 112% of the Blended Median, in our established competitive range of 80% to 120% of the Blended Median.

  109. Benchmarking

    | 44 | FIRSTENERGY CORP. |

  110. Benchmarking

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

  111. Benchmarking

    Components of Total Direct Compensation Programs

  112. Key Elements of 2024 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 inform decisions on 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 | | 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 other performance measures | ◾ The Committee uses the Blended Median to set target opportunity levels ◾ STIP is 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 2024, the STIP goals included: – Financial: Includes Operating (non-GAAP) Earnings and Baseline O&M – Operational: Includes a mix of customer, reliability and environmental operating metrics – Safety: Includes LCEs and Days Away/Restricted or Job Transfer Rate (“DART Rate”) – Human Capital Management and Inclusion: Includes metrics for supplier spend, and hiring – Ethics and Compliance Modifier: Serves as a negative modifier at the individual level, with downward adjustments only, which can be up to 100% ◾ The 2024 STIP awards are contingent upon FirstEnergy achieving the Operating (non-GAAP) Earnings threshold level, after accounting for the cost of the STIP payout ◾ The 2024 STIP was weighted 60% for corporate financial performance and 40% based on achievement of operational, safety and human capital management and other goals | | Long-Term Incentive Program (LTIP) | 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 inform decisions on target opportunity levels ◾ The LTIP is at-risk, performance-based compensation, 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 ◾ Payouts may range from 0% to 200% of target opportunity levels ◾ 2024 LTIP awards are based on a three-year performance period (2024 – 2026) and awards will vest, if at all, based on the achievement of two financial KPIs measured over the performance period, as follows: – Operating (non-GAAP) 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 |

  113. Key Elements of 2024 NEO Compensation

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

  114. 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. While the Committee sets NEO overall compensation levels consistent with the Blended Median, it has determined to provide a greater portion of target pay in the form of performance-based LTIP awards as compared to our peer groups. Under our compensation design, the percentage of pay that is based on performance generally increases as a NEO’s responsibilities increase, with our CEO’s target pay having the most significant variable components. Approximately 89% of our CEO’s total target pay and 77% of our other NEOs’ average target pay is variable. Variable pay could be reduced to zero if performance metrics are not met at a minimum threshold level. The charts below illustrate the pay mix as well as the variable pay mix for our NEOs, based on each NEO’s annualized 2024 total target pay levels as described in the “Target Compensation (Base Salary + Target Incentive Compensation)” section below. For all NEOs, other than Ms. Walker, the values shown are effective as of December 31, 2024. Target Compensation (Base Salary + Target Incentive Compensation) In December 2023, 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. Based on this analysis, in February 2024, the Committee determined to maintain base salary and target STIP, LTIP, and total target compensation for all NEOs, except as otherwise indicated in the table below. The amounts reflected in the below table continue to align with the Blended Median. For 2024, target opportunities continued to be set at or near the Blended Median of our peer groups. As of December 31, 2024 (except as otherwise noted), target compensation levels for the NEOs on an annualized basis were as follows:

  115. Compensation Mix

    | Executive | 2024 Base Salary Increase | 2024 Annualized Base Salary | 2024 Target Opportunity STIP (% of Base Salary) | 2024 Target STIP ($) | 2024 Target Opportunity LTIP Awards (% of Base Salary)(1) | 2024 Target Opportunity LTIP Awards (Target Value)(2) | 2024 Annualized Target Total Compensation | | Brian X. Tierney | 0% | $1,500,000 | 150% | $2,250,000 | 683% | $10,245,000 | $13,995,000 | | K. Jon Taylor | 0% | $875,000 | 90% | $787,500 | 325% | $2,843,750 | $4,506,250 | | A. Wade Smith | 0% | $760,000 | 80% | $608,000 | 250% | $1,900,000 | $3,268,000 | | Hyun Park | 0% | $730,000 | 75% | $547,500 | 225% | $1,642,500 | $2,920,000 | | Toby L. Thomas | 0% | $600,000 | 70% | $420,000 | 215% | $1,290,000 | $2,310,000 | | Christine L. Walker (3) | 3.6% | $512,820 | 65% | $333,333 | 150% | $769,230 | $1,615,383 |

  116. Compensation Mix

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

  117. STIP Overview

    STIP Overview 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. The Committee annually reviews the goals and targets with a focus on setting challenging but realistic targets that are intended to drive shareholder value.

  118. KPIs and Weightings for STIP

    KPIs and Weightings for STIP 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 2024 STIP:

  119. KPIs and Weightings for STIP

    | ◾ | Maintained the stretch (maximum) payout opportunity level at 200% of target to remain consistent with market practices; |

  120. KPIs and Weightings for STIP

    | ◾ | Preserved focus on an Operating (non-GAAP) Earnings KPI, as distinguished from the LTIP cumulative Operating (non-GAAP) EPS KPI; |

  121. KPIs and Weightings for STIP

    | ◾ | Maintained the 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; |

  122. KPIs and Weightings for STIP

    | ◾ | Maintained the 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 2024; |

  123. KPIs and Weightings for STIP

    | ○ | For 2024, the threshold and target performance levels for the LCE KPI was removed. Instead, the KPI was set to pay out at stretch level (200%) for zero LCEs or no payout (0%) if one LCE occurs anywhere across the FirstEnergy footprint; |

  124. KPIs and Weightings for STIP

    | ◾ | Maintained the weighting of the Operations Index at 15%, as well as the weighting of human capital and inclusion KPI goals at 10%; and |

  125. KPIs and Weightings for STIP

    | ◾ | Maintained the STIP pool of funds to drive the achievement of our mid-point operating earnings, STIP payment opportunity begins filling the STIP pool with each $0.01 per share of earnings between threshold and target levels. If operating earnings guidance midpoint of $2.71 per share is achieved, the pool will be funded to support up to 100% STIP payout, based on overall 2024 KPI performance. And if the midpoint of guidance is exceeded, the pool will be funded to support payout as earned, up to 200%. |

  126. KPIs and Weightings for STIP

    The Committee reviewed, and the Board approved, the STIP performance metrics and weightings for each of the NEOs in February 2024. For 2024, the NEOs had the following metrics and weightings.

  127. KPIs and Weightings for STIP

    | 2025 PROXY STATEMENT | 47 |

  128. KPIs and Weightings for STIP

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

  129. KPIs and Weightings for STIP

    | KPI Measures | Rationale | All NEOs | | Financial | | | | Operating Earnings | ◾ Drives shareholder value while providing greater focus on driving the distribution and transmission businesses ◾ Indicates 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 | ◾ Is based on five key equally weighted operating metrics: SAIDI, TOF, ECR Score, Environmental Excursions and NOVs, Reg Gen EFOR ◾ Focuses 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 ◾ Is 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 – in the event of a fatality of any employee, other than certain no-fault fatalities, provides no payout on the Safety KPI as part of the STIP ◾ Infectious Disease Reduction Rule – in the event of secondary workplace exposure to infectious diseases including COVID-19, provides no impact to the payout on the Safety KPI as part of the STIP | 15% | | Human Capital Management & Inclusion | | | | Human Capital Management and Inclusion Index | ◾ Measures aspect of delivering exceptional customer service, strengthening operating performance and building an inclusive work environment ◾ Requires achievement of the equally weighted, quantitative hiring and supplier spend goals ◾ Must achieve target hiring threshold before payout | 10% |

  130. KPIs and Weightings for STIP

    | 48 | FIRSTENERGY CORP. |

  131. KPIs and Weightings for STIP

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

  132. 2024 STIP Performance Goals

    2024 STIP Performance Goals 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 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 2024, the threshold, target, and stretch levels under the STIP for the NEOs were (dollars in millions):

  133. 2024 STIP Performance Goals

    | 2024 STIP Goal Ranges(1) | | | | | 2024 KPI Measures | Threshold | Target | Stretch | | Financial | | | | | Operating (non-GAAP) Earnings | $1,518 | $1,558 | $1,615 | | Baseline O&M | $1,410 | $1,350 | $1,290 | | Operational | | | | | Operations Index (SAIDI, TOF, ECR Score, Environmental Excursions and NOVs, and Reg Gen EFOR) | 2.50 | 5.00 | 7.50 | | Safety | | | | | Systemwide LCE | n/a | n/a | 0 | | Systemwide DART Rate | 0.67 | 0.35 | 0.22 | | Human Capital Management and Inclusion | | | | | Human Capital Management and Inclusion Index | 1.00 | 2.00 | 3.00 |

  134. 2024 STIP Performance Goals

    (1) Interpolated for performance between discrete points. Refer to the “Incentive Compensation Payouts for 2024” section below for details regarding 2024 payouts.

  135. LTIP

    LTIP The 2024 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. We made no changes to the overall design and structure of the LTIP. The weighting for Cumulative Operating EPS was maintained for 2024 at 65%, 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 distribution and 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 2024 LTIP. This LTIP design applied to all NEOs in 2024. 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 on a straight-line basis over a three-year performance period. Payout will continue to be capped at 100% of target if our absolute TSR is negative over the three-year performance period. Additional details regarding the 2024-2026 LTIP grants are provided in the narrative following the “Grants of Plan-Based Awards in Fiscal Year 2024” table. The Board approved the LTIP grants for the NEOs at the Board’s meeting on February 7, 2024. The grant date for the 2024 performance-adjusted RSUs was March 1, 2024. 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. Additionally, the Committee approved a discretionary component beginning with the 2024-2026 LTIP grant, which includes a modifier on the value at grant that may be adjusted upward or downward by up to 15%. The modifier is intended to further underscore the importance of each leader staying focused on strong performance and our core values and behaviors. No adjustments were made to the 2024-2026 LTIP grants for our NEOs.

  136. LTIP

    | 2025 PROXY STATEMENT | 49 |

  137. LTIP

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

  138. LTIP

    The KPIs used for performance-adjusted RSUs under the LTIP in 2024-2026 were based on:

  139. 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 2024-2026 cycle. | | Relative TSR | 35% | A 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. |

  140. LTIP

    The performance goals for the 2024-2026 performance period are based on:

  141. LTIP

    | 2024-2026 LTIP Goal Ranges | | | | | 2024 LTIP KPIs | Threshold | Target | Stretch | | Cumulative Operating EPS (65%) | $8.16 | $8.73 | $9.03 | | Relative TSR vs. S&P 500 Utility Index(1)(2) | 25th Percentile | 50th Percentile | 85th Percentile | | Payout | 25% | 100% | 200% |

  142. LTIP

    (1) 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. (2) If the Company’s absolute TSR is negative for the three-year cumulative performance period of 2024-2026, the LTIP awards will be capped at a target opportunity level of payout (100%). Incentive Compensation Payouts for 2024

  143. 2024 STIP Results

    2024 STIP Results In February 2025, based on actual 2024 KPI results, the Committee recommended, and the independent members of the Board approved, the following 2024 STIP KPI results for our NEOs (dollars in millions). As shown in the below table, certain of the KPIs were achieved at threshold levels and above. However, payment of any STIP award is contingent upon FirstEnergy first achieving the Operating (non-GAAP) Earnings threshold level, which was not met for 2024. Accordingly, the STIP pool was not funded, and no STIP payouts occurred.

  144. 2024 STIP Results

    | 2024 STIP Results | | | | | | | 2024 KPI Measures | Threshold | Target | Stretch | Actual Results | Payout Results | | Financial | | | | | | | Operating Earnings | $1,518 | $1,558 | $1,615 | $1,514 | Below Threshold | | Baseline O&M | $1,410 | $1,350 | $1,290 | $1,287 | Meets Stretch | | Operational | | | | | | | Operations Index | 2.50 | 5.00 | 7.50 | 3.43 | Between Threshold and Target | | Safety | | | | | | | Systemwide LCE | n/a | n/a | 0 | 1 | Below Threshold | | Systemwide DART Rate | 0.67 | 0.35 | 0.22 | 0.78 | Below Threshold | | Human Capital Management and Inclusion | | | | | | | Human Capital Management and Inclusion Index | 1.00 | 2.00 | 3.00 | 2.78 | Between Target and Stretch |

  145. 2024 STIP Results

    | 50 | FIRSTENERGY CORP. |

  146. 2024 STIP Results

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

  147. 2024 STIP Results

    In February 2025, based on actual 2024 STIP results, the Committee recommended, and the independent members of the Board approved, payments under the STIP at 0% for our NEOs, due to the Operating (non-GAAP) earnings KPI falling below threshold for 2024. Accordingly, none of our NEOs received a 2024 STIP award.

  148. 2024 STIP Results

    | Executive | 2024 STIP Target Opportunity ($) (prorated as needed)(1) | 2024 STIP Award - Actual Payout ($)(1) | Actual Payout as a % of STIP Target Opportunity | | Brian X. Tierney | $2,250,000 | $— | 0% | | K. Jon Taylor | $787,500 | $— | 0% | | A. Wade Smith | $608,000 | $— | 0% | | Hyun Park | $547,500 | $— | 0% | | Toby L. Thomas | $420,000 | $— | 0% | | Christine L. Walker | $193,988 | $— | 0% |

  149. 2024 STIP Results

    (1) Amount for Ms. Walker is calculated using a prorated 2024 base salary based on the number of days from January 1, 2024 up to her date of separation.

  150. 2022-2024 LTIP Cycle Payout

    2022-2024 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 2022-2024 LTIP was comprised of the following two performance measures: Cumulative Operating EPS (weighted at 65%) and Relative TSR (weighted at 35%). Additionally, FirstEnergy’s average stock prices with reinvested dividends for December 2024 of $45.31 was greater than the average stock price in December 2021 of $39.94. As a result, the absolute TSR cap does not apply and the 2022-2024 cycle of performance-adjusted RSUs was paid as earned as reflected in the below table.

  151. 2022-2024 LTIP Cycle Payout

    | 2022-2024 LTIP Results | | | | | | | | KPI Measures | Threshold | Target | Stretch | Actual Results | KPI Performance | Payout Results | | Cumulative Operating EPS (65%) | $7.11 | $7.72 | $8.06 | $7.60 | 85% | Between Threshold and Target | | Relative TSR (35%) | 25th percentile | 50th percentile | 85th percentile | 37th percentile | 61% | Between Threshold and Target |

  152. 2022-2024 LTIP Cycle Payout

    Based on the results of the two KPI measures, the Committee recommended, and independent members of the Board approved the payout at 77% of target payout opportunity 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 21 out of 36 months for the 2022-2024 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 15 out of 36 months for the 2022-2024 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 16 out of 36 months for the 2022-2024 LTIP cycle. In March 2025, the performance-adjusted RSUs granted in 2025 were paid in shares of our common stock and cash respectively as follows: Mr. Tierney: 133,587 shares; Mr. Taylor: 27,459 shares and $523,425; Mr. Smith: 17,380 shares; Mr. Park: 21,993 shares and $421,760; Mr. Thomas: 12,621 shares; and Ms. Walker: 7,138 shares and $136,871.

  153. 2022-2024 LTIP Cycle Payout

    | 2025 PROXY STATEMENT | 51 |

  154. 2022-2024 LTIP Cycle Payout

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

  155. 2022-2024 LTIP Cycle Payout

    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 the Committee views the actual compensation earned or received by our NEOs in 2024 under the 2024 STIP and the 2022-2024 cycle of the LTIP. The table below summarizes realized compensation in 2024 for our NEOs:

  156. 2022-2024 LTIP Cycle Payout

    | Executive | 2024 Earned Salary | 2024 STIP (Paid in 2025) | 2022 Performance- Adjusted RSUs (Earned at completion of three- year period ended 12/31/2024, paid in 2025) | Restricted Stock Award (Vested in 2024) | Total 2024 Realized Compensation | | Brian X. Tierney(1) | $1,511,539 | $— | $5,123,729 | $1,394,248 | $8,029,516 | | K. Jon Taylor | $881,731 | $— | $1,576,615 | N/A | $2,458,346 | | A. Wade Smith(2) | $765,875 | $— | $666,610 | $1,284,025 | $2,716,510 | | Hyun Park | $735,616 | $— | $1,265,302 | N/A | $2,000,918 | | Toby L. Thomas(3) | $604,615 | $— | $484,078 | $241,345 | $1,330,038 | | Christine L. Walker | $297,437 | $— | $410,649 | N/A | $708,086 |

  157. 2022-2024 LTIP Cycle Payout

    (1) Reflects the value of Mr. Tierney’s restricted stock unit award; 25% of the award vested on June 1, 2024. (2) Reflects the value of Mr. Smith’s restricted stock unit award; one-third of the award vested on December 18, 2024. (3) Reflects the value of Mr. Thomas’ restricted stock unit award; two-thirds of the award vested on November 30, 2024. 2025 Incentive Plan Design and NEO Compensation Following several years of maintaining the same general structure and design for both of our incentive compensation programs, changes were made to the STIP in 2024 that were designed to focus on key areas that are essential to achieving our strategic goals, including, but not limited to, reinforcing our commitment to employee safety and continuous improvement. In December 2024, February 2025, and March 2025, your Board approved several changes to the STIP that are designed to favor an approach that aligns pay and performance for both employees and investors. While O&M continues to remain a significant priority, the O&M KPI will be removed to further align with that of our peers. This removal will result in an increased focus on Core Earnings as our only standalone financial KPI. Overall weighting percentage for the financial KPIs will be maintained with weighting amounts for O&M shifting to the Core Earnings KPI. Additionally, in 2025, the Board approved simplifying the STIP design to be more in line with market practice which includes eliminating the need for an earnings gate or pool of funds, which is no longer necessary given the move to one earnings financial KPI. Each KPI whether financial or operational will be paid as earned. Beginning with the 2025-2027 award cycle, the Committee approved moving from 100% performance-based RSUs, which settled partially in cash and partially in Company stock, to 40% time-based RSUs and 60% performance adjusted stock-based RSUs, each of which will settle entirely in Company stock, thereby, eliminating the cash-based component of the LTIP grants. We will maintain a weighting of 65% Core Earnings Per Share and 35% Relative TSR, with the absolute TSR cap on the performance-based awards if our TSR is negative over the three-year performance period. This change in program design will better align with peer practices by incorporating a time-based component as well as increase holding power and aid in retention efforts of our executives. The individual performance modifier, which began with the 2024-2026 cycle of LTIP grants, will be maintained for the 2025-2027 cycle. The modifier may be used to adjust the LTIP value at grant upward or downward by up to 15% within the limits of the total targeted cost of LTIP plan. No adjustments were made to the 2025-2027 LTIP grants for our NEOs. Finally, the Board approved two new perquisites, Executive Physical and Executive Wealth Services, for select executives of the Company including our NEOs. The addition of these programs will more closely align with the perquisite usage of our peers and will also assist as a recruitment and retention tool.

  158. 2022-2024 LTIP Cycle Payout

    | 52 | FIRSTENERGY CORP. |

  159. 2022-2024 LTIP Cycle Payout

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

  160. 2022-2024 LTIP Cycle Payout

    For 2025, target opportunities continue to be set at or near the Blended Median of our peer groups. The 2025 target compensation levels for the continuing NEOs are as follows:

  161. 2022-2024 LTIP Cycle Payout

    | Executive | 2025 Base Salary Rate | 2025 STIP (as a % of Base Salary) | 2025 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 | $766,500 | 75% | 225% | | Toby L. Thomas | $630,000 | 70% | 215% |

  162. 2022-2024 LTIP Cycle Payout

    Other Compensation Policies and Practices

  163. Personal Benefits and Perquisites

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

  164. 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 Executive Severance Benefits Plan as Amended and Restated as of December 20, 2016 (the “Executive Severance Plan”). The Executive 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 Executive 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 Executive 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 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 Executive 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.

  165. 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 2024. 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 September 2024, the Committee determined that no changes were needed and the term of the CIC Plan automatically extended to December 31, 2026 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:

  166. CIC Plan

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

  167. CIC Plan

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

  168. 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; |

  169. CIC Plan

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

  170. Share Ownership Guidelines for Executives

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

  171. Anti-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 |

  172. Anti-Hedging and Pledging Policies

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

  173. Risk Assessment of Compensation Programs

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

  174. Risk Assessment of Compensation Programs

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

  175. 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 |

  176. 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 |

  177. Equity Award Grant Practices

    Equity Award Grant Practices The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Committee will evaluate the appropriate steps to take in relation to the foregoing.

  178. Equity Award Grant Practices

    | 58 | FIRSTENERGY CORP. |

  179. Equity Award Grant Practices

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

  180. Equity Award Grant Practices

    CD&A Glossary of Terms Baseline O&M: Represents all Labor and Other-than-Labor expenses 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. Corporate/Other: The Corporate/Other business segment. 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. Human Capital Management and Inclusion Index: Measures whether the Company met its hiring and supplier spend goals. 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. Operating Earnings: Operating Earnings (non-GAAP) is calculated using the aggregate GAAP earnings adjusted for special items that are consistent with the Company’s external operating earnings (non-GAAP) reporting. Results for 2024 will include 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 will be 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. Operating EPS: Measured on the performance of the Company’s contribution to operating earnings (non-GAAP) growth over the course of 2024-2026. Results for 2024 will exclude the following: 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 will be included as adjustments. Other strategic decisions may also

  181. Equity Award Grant Practices

    | 2025 PROXY STATEMENT | 59 |

  182. Equity Award Grant Practices

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

  183. Equity Award Grant Practices

    apply if they are approved in advance by the Finance and Compensation Committees, including but not limited to accelerated O&M spending. External segment reporting is consistent with the internal financial reports to regularly assess performance of the business and allocate resources. Operations Index: Metric made up of the following five components, weighted equally (refer to each component for a separate definition):

  184. Equity Award Grant Practices

    | 1. | SAIDI; |

  185. Equity Award Grant Practices

    | 2. | TOF; |

  186. Equity Award Grant Practices

    | 3. | ECR Score; |

  187. Equity Award Grant Practices

    | 4. | Environmental Excursions and NOVs; and |

  188. Equity Award Grant Practices

    | 5. | Reg Gen EFOR. |

  189. Equity Award Grant Practices

    Reg Gen EFOR: The percentage of generation that was not available versus the amount of time a unit was requested to be online. 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). 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.

  190. Equity Award Grant Practices

    | 60 | FIRSTENERGY CORP. |

  191. Equity Award Grant Practices

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

  192. Equity Award Grant Practices

    Compensation Tables This section sets forth tabular compensation information for your Company’s NEOs and is presented pursuant to applicable SEC requirements. The Committee uses target total direct compensation to measure the compensation opportunities provided to your Company’s NEOs each year, as described in the CD&A section of this proxy statement. A summary of the 2024 target total direct compensation established by the Committee for each NEO is set forth on page 46. 2024 Summary Compensation Table The following table summarizes the total compensation awarded or paid to or earned by each of our NEOs for the fiscal years ended December 31, 2024, 2023, and 2022, as applicable:

  193. Equity Award Grant Practices

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | SEC Total Without Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | | Brian X. Tierney President & CEO | 2024 | $1,511,539 | $— | $10,197,274 | $— | $186,854 | $37,867 | $11,933,534 | $11,746,680 | | | 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 | 2024 | $881,731 | $— | $2,830,502 | $— | $434,674 | $114,252 | $4,261,159 | $3,826,485 | | | 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 | | A. Wade Smith President, FE Utilities | 2024 | $765,875 | $— | $1,891,170 | $— | $53,200 | $169,569 | $2,879,814 | $2,826,614 | | | 2023 | $29,231 | $1,500,000 | $5,632,346 | $— | $— | $228 | $7,161,805 | $7,161,805 | | Hyun Park SVP & Chief Legal Officer | 2024 | $735,616 | $— | $1,634,879 | $— | $108,238 | $14,775 | $2,493,508 | $2,385,270 | | | 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 | | Toby L. Thomas Chief Operating Officer | 2024 | $604,615 | $— | $1,284,022 | $— | $36,301 | $165,918 | $2,090,856 | $2,054,555 | | | 2023 | $50,769 | $250,000 | $1,957,547 | $— | $1,662 | $21,193 | $2,281,172 | $2,279,510 | | Christine L. Walker(1) Former SVP, Chief Human Resources Officer & Corporate Services | 2024 | $297,437 | $— | $765,670 | $— | $149,215 | $1,719,111 | $2,931,433 | $2,782,218 | | | 2023 | $490,962 | $— | $695,884 | $383,845 | $885,250 | $32,288 | $2,488,229 | $1,602,979 | | | 2022 | $465,324 | $— | $638,241 | $275,332 | $7,827 | $22,828 | $1,409,552 | $1,401,725 |

  194. Equity Award Grant Practices

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

  195. Equity Award Grant Practices

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

  196. Equity Award Grant Practices

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

  197. Equity Award Grant Practices

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

  198. Performance-Adjusted RSUs

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

  199. Performance-Adjusted RSUs

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

  200. Performance-Adjusted RSUs

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

  201. Performance-Adjusted RSUs

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

  202. Performance-Adjusted RSUs

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

  203. Pension Benefits

    Pension Benefits

  204. Qualified and Nonqualified Plans

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

  205. Qualified and Nonqualified Plans

    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.

  206. FATP Early Retirement Reduction Table

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

  207. FATP Early Retirement Reduction Table

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

  208. EDCP

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

  209. EDCP

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

  210. Involuntary Separation

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

  211. Termination Following a CIC

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

  212. Departed NEO

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

  213. 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. 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 2024, and who was serving as President and CEO on the anniversary of the date used to identify the median employee in 2024, as permitted by SEC rules. Given that 2023 was the third and final year using the same median employee, we identified the median employee for use in comparing Mr. Tierney’s annual total compensation to the median of the annual total compensation of all employees (excluding Mr. Tierney) to calculate our 2024 pay ratio calculation. The process that we used to determine our “median employee” in 2024 is summarized below: For 2024, we identified the median employee by analyzing the compensation of approximately 12,200 full-time, part-time, seasonal and temporary employees who were employed by us on December 31, 2024, and who had Form W-2 reportable earnings for 2024, other than Mr. Tierney, 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 2024. Using this methodology, plus the consistently applied compensation measure, we identified our median employee for 2024. We calculated the median employee’s annual total compensation for 2024 using the same calculation method as in the Summary Compensation Table, which resulted in median employee annual compensation of $118,994. As shown on the Summary Compensation Table, in 2024, Mr. Tierney’s CEO Compensation was $11,933,534. As a result, we estimate that the ratio of CEO annualized total compensation to median employee annual total compensation for 2024 is approximately 100:1. 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.

  214. CEO Pay Ratio

    | 78 | FIRSTENERGY CORP. |

  215. CEO Pay Ratio

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

  216. Pay versus Performance

    Pay versus Performance The following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2024 for this Proxy Statement’s NEOs, as well as our NEOs from our 2024, 2023, 2022 and 2021 Proxy Statements (each of 2020, 2021, 2022, 2023 and 2024, 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:

  217. 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 |

  218. 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 |

  219. 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 |

  220. Pay versus Performance

    Due to the use and weighting of the Operating Earnings performance measure in our STIP for 2024, 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 2024.

  221. 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)(8)(9) | | | | | | | | | | | | | | | | FE TSR | EEI TSR | | | | | | | | | | | | | | | | | | (f) (3) | (g) (4) | | | | 2024 | N/A | N/A | N/A | $11,933,534 | | N/A | | N/A | N/A | $9,000,746 | $2,931,354 | | 2,081,504 | $101.07 | $127.32 | $1,127 | $1,514 | | 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 |

  222. Pay versus Performance

    (1) The tables below summarize our principal executive officer(s) (“PEOs”) and non-PEOs for 2020 to 2024 (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):

  223. Pay versus Performance

    | PEO 2020-2024 | | | | 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 |

  224. Pay versus Performance

    | 2025 PROXY STATEMENT | 79 |

  225. Pay versus Performance

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  226. Pay versus Performance

    | Non-PEO Named Executive Officers 2020-2024 | | | | | | | Name | 2020 | 2021 | 2022 | 2023 | 2024 | | 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 | ✓ | ✓ | | | |

  227. 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:

  228. Pay versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total for Mr. Jones | N/A | 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 | N/A | ($23,907,697) |

  229. Pay versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total for Mr. Strah | N/A | 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 | N/A | $4,461,489 | $11,432,150 | ($1,673,575) |

  230. Pay versus Performance

    | 80 | FIRSTENERGY CORP. |

  231. Pay versus Performance

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  232. Pay versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total for Mr. Somerhalder | N/A | $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 | N/A | $4,847,129 | $3,931,015 | N/A | N/A |

  233. Pay versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total for Mr. Tierney | $11,933,534 | $26,452,616 | N/A | N/A | N/A | | - change in actuarial present value of pension benefits | ($186,854) | ($49,154) | | | | | + service cost of pension benefits | $95,024 | N/A | | | | | + prior service cost of pension benefits | N/A | N/A | | | | | - SCT Stock Awards column value | ($10,197,274) | ($22,267,685) | | | | | - SCT Option Awards column value | N/A | N/A | | | | | + year-end fair value of outstanding equity awards granted in covered year | $10,525,290 | $26,812,527 | | | | | +/- change in fair value of outstanding equity awards granted in prior years | ($1,914,653) | N/A | | | | | + vesting date fair value of equity awards granted and vested in covered year | N/A | N/A | | | | | +/- change in fair value of prior-year equity awards vested in covered year | ($1,254,321) | N/A | | | | | - 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 | N/A | | | | | Compensation Actually Paid for Mr. Tierney | $9,000,746 | $30,948,304 | N/A | N/A | N/A |

  234. Pay versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | 2021 | 2020 | | Average SCT Total for Non-PEO Named Executive Officers | $2,931,354 | $4,478,599 | $3,195,262 | $4,368,522 | $2,407,686 | | - change in actuarial present value of pension benefits | ($135,798) | ($209,411) | ($24,686) | ($136,884) | ($817,630) | | + service cost of pension benefits | $96,470 | $95,864 | $146,164 | $75,895 | $119,874 | | + prior service cost of pension benefits | N/A | N/A | N/A | N/A | N/A | | - SCT Stock Awards column value | ($1,681,249) | ($3,119,704) | ($1,515,633) | ($2,293,441) | ($899,385) | | - SCT Option Awards column value | N/A | N/A | N/A | N/A | N/A | | + year-end fair value of outstanding equity awards granted in covered year | $1,599,222 | $2,753,339 | $1,601,589 | $2,791,195 | $531,321 | | +/- change in fair value of outstanding equity awards granted in prior years | ($272,966) | ($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 | N/A | | +/- change in fair value of prior-year equity awards vested in covered year | ($455,530) | $120,922 | $199,488 | $156,913 | ($394,631) | | - prior year-end fair value of prior year equity awards forfeited in covered year | N/A | ($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 | N/A | | Compensation Actually Paid for non-PEO Named Executive Officers | $2,081,504 | $3,468,502 | $3,846,919 | $5,296,905 | ($614,173) |

  235. 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, three-year, four-year and five-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 ($39.78 per share for December 31, 2024, $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

  236. Pay versus Performance

    | 2025 PROXY STATEMENT | 81 |

  237. Pay versus Performance

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  238. Pay versus Performance

    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 2024, 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. (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 (i.e., 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. (9) For 2024, 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 2024 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.

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

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

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  241. 2024 Tabular List

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  242. 2024 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 ($) | | Heidi L. Boyd(6) | $— | $— | $— | $— | $— | | Jana T. Croom | $115,000 | $159,908 | $— | $— | $274,908 | | Steven J. Demetriou | $130,000 | $159,908 | $— | $— | $289,908 | | Lisa Winston Hicks | $192,038 | $159,908 | $— | $— | $351,946 | | Paul Kaleta | $181,046 | $159,908 | $— | $— | $340,954 | | Sean T. Klimczak(6) | $— | $— | $— | $— | $— | | James F. O’Neil III | $135,000 | $159,908 | $— | $— | $294,908 | | John W. Somerhalder II | $265,000 | $259,818 | $— | $— | $524,818 | | Leslie M. Turner | $140,000 | $159,908 | $— | $— | $299,908 | | Melvin D. Williams | $172,038 | $159,908 | $— | $— | $331,946 |

  243. 2024 Tabular List

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  244. 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. 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.

  245. Share Ownership Guidelines

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  246. Other Payments or Benefits Received by Directors

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  247. Other Payments or Benefits Received by Directors

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  248. Other Payments or Benefits Received by Directors

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  249. Other Payments or Benefits Received by Directors

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  250. Other Payments or Benefits Received by Directors

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  251. Other Payments or Benefits Received by Directors

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  252. Audit Fees

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  253. 2024 Political and Lobbying Action Plan Audit

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  254. 2024 Political and Lobbying Action Plan Audit

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  255. 2024 Political and Lobbying Action Plan Audit

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  256. Proxy Materials

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  257. Proxy Materials

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  258. Voting Matters

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  259. Voting Matters

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  260. How You Can Vote

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  261. Advance Registration Instructions

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  262. Proposals and Business by Shareholders

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  263. Proposals and Business by Shareholders

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