DEF 14A of Firstenergy Corp, Apr 1, 2026

DEF 14A of Firstenergy Corp

Filed Apr 1, 2026 · FY20250001193125-26-138029

Open on EDGAR

  1. Table of Contents

    | 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. Your vote is important! Even if you plan to attend our Annual Meeting virtually, please cast your vote as soon as possible by:

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

  5. Your vote is important! Even if you plan to attend our Annual Meeting virtually, please cast your vote as soon as possible by:

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

  6. Your vote is important! Even if you plan to attend our Annual Meeting virtually, please cast your vote as soon as possible by:

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

  7. Key Board Corporate Governance Features

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

  8. Executive Compensation Highlights

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

  9. Shift to Core EPS and Corresponding Changes to Executive Compensation Program

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

  10. Board Leadership Structure

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

  11. Board Oversight of Risk

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

  12. Board Oversight of Risk

    | 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. Board Qualifications

    | 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. Board Nominees Skills & Committee Memberships

    Board Nominees Skills & Committee Memberships

  18. Board Nominees Skills & Committee Memberships

    | | | Boyd | Croom | Demetriou | Hicks | Kaleta | O'Neil | Somerhalder | Tierney | Turner | | Core Leadership and Utility Experience | CEO or senior leadership experience | | | | | | | | | | | | Electric utility – Experience in the electric utility industry, such as construction, operations, or significant involvement with related trade organizations | | | | | | | | | | | Experience and Skills Relevant to Oversight of Strategy | Operations – Experience in construction, operations or significant involvement with related trade organizations | | | | | | | | | | | | Regulatory environment familiarity – Experience in regulatory or governmental affairs or exposure to heavily regulated industries | | | | | | | | | | | | Innovation & technology – Experience in technological trends, digital platforms and/or efficiency improvements through technology | | | | | | | | | | | | Customer Relations – Experience in understanding the needs of our customers and commitment to excellence in customer service | | | | | | | | | | | | Engineering – Experience in managing engineering and infrastructure projects | | | | | | | | | | | | Environmental – Experience in operating a sustainable business and/or the oversight of environmental matters | | | | | | | | | | | | Social – Experience in operating a responsible business and/or the oversight of factors measuring the societal impact of an entity | | | | | | | | | | | Experience and Skills Relevant to Oversight and Governance | Cybersecurity – Experience relating to cybersecurity and data security systems | | | | | | | | | | | | Accounting or Finance – Experience in accounting and financial matters, including the oversight of financial statements | | | | | | | | | | | | Legal – Experience in legal matters, and corporate compliance and ethics policies | | | | | | | | | | | | Risk Oversight or Risk Management – Experience in oversight of risk management or in a senior compliance or regulatory role | | | | | | | | | | | | Governance – Experience in governing a public company board and protecting shareholder and other stakeholder interests | | | | | | | | | | | | Human Capital Management/Human Resources – Experience in overseeing the needs of an entity’s workforce | | | | | | | | | |

  19. Board Nominees Skills & Committee Memberships

    | | Working Knowledge: Significant exposure or advanced training in such area as a board or committee member at FirstEnergy or another company. | | | Advanced or Managerial Knowledge: (i) Direct professional experience as a subject matter expert; or (ii) individual proficiency in such area and direct-line management over personnel performing related activities. |

  20. Board Nominees Skills & Committee Memberships

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

  21. Board Nominees Skills & Committee Memberships

    The above takes into account a level of knowledge that could include direct experience, subject matter expertise, directly managing one or more members of management engaged in such activities or exposure as a board or board committee member, including on your Board and Board committees. The following table provides summary information about each member of your Board.

  22. Board Nominees Skills & Committee Memberships

    | | Boyd | Croom | Demetriou | Hicks | Kaleta | O'Neil | Somerhalder | Tierney | Turner | Williams* | | Age | 41 | 49 | 67 | 59 | 70 | 67 | 70 | 58 | 68 | 62 | | Director Since | 2024 | 2022 | 2017 | 2021 | 2021 | 2017 | 2021 | 2023 | 2018 | 2021 | | Gender | F | F | M | F | M | M | M | M | F | M | | Race/Ethnicity | | | | | | | | | | | | African-American/Black | |  | |  | | | | |  |  | | White/Caucasian |  | |  | |  |  |  |  | | | | Board Committees | | | | | | | | | | | | Audit |  |  | | | |  | | | C | | | Compensation |  | |  |  |  | C | | | | | | Governance, Corporate Responsibility and Political Oversight |  |  | | | C | | | | |  | | Finance | | | C |  | | |  | |  | | | Operation and Safety Oversight* | | | |  |  |  |  | | | C | | C = Committee Chair | | | | | | | | | | |

  23. Board Nominees Skills & Committee Memberships

    *Mr. Williams is not standing for reelection at the 2026 Annual Meeting.

  24. Director Independence

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

  25. Director Independence

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

  26. Qualifications of Nominees for Election as Directors

    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.

  27. Qualifications of Nominees for Election as Directors

    | a | | | | | | Heidi L. Boyd Director | | Jana T. Croom Director | | AGE: 41 FirstEnergy DIRECTOR SINCE 2024 | COMMITTEES: Audit; Compensation; Governance | AGE: 49 FirstEnergy DIRECTOR SINCE 2022 | COMMITTEES: Audit; Governance | | POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Senior managing director at Blackstone, 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 at Safe Harbor Marinas LLC, an owner and operator of marinas and shipyards, and Audit Committee Chair and board member at Carrix Inc., a private global ports operator (since 2021). She also served as director at NIPSCO in 2024, a regulated utility subsidiary of NiSource Inc., and as director at Atlantic Power Transmission (from 2022 to 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 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. | | 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. KEY ATTRIBUTES, EXPERIENCE AND SKILLS: 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 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 and related skills make her a valuable member of your Board. | |

  28. Qualifications of Nominees for Election as Directors

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

  29. Qualifications of Nominees for Election as Directors

    | | | In recommending to the full Board the reelection 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. In September 2024, Mr. Demetriou stepped down as Jacobs' executive chair and was concurrently 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: ▪ 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. ▪ As executive chair at Amentum, his focus will be to bring his experience from Jacobs to the new organization. ▪ As a former chief executive officer, he brings to your Board extensive experience in leadership, management, and operational and strategic oversight. ▪ 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. ▪ 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 2025. ▪ 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. ▪ He also does not serve on the boards of any privately held companies. 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. | | | Steven J. Demetriou Director | | | AGE: 67 FirstEnergy DIRECTOR SINCE 2017 | COMMITTEES: Finance (Chair); Compensation | | | POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Mr. Demetriou has served as executive chair of the board at Amentum Holdings, Inc. a provider of engineering and technology services, since September 2024 and formerly served as the chief executive officer (from 2015 to January 2023) and executive chair of the board of directors (from January 2023 to September 2024) 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. He currently serves as a director of two other public companies: Arcosa, Inc., a provider of infrastructure-related products and solutions, and Amentum Holdings. 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 and oil and gas. He also has substantial experience with a company that provides cybersecurity, sustainability and environmental related solutions. His extensive executive and board experience has equipped him with leadership skills and the knowledge of board processes and functions. This experience qualifies him to serve as a member of your Board. OTHER INFORMATION: In assessing whether directors and director nominees, including Mr. Demetriou, have sufficient time to devote to board duties and responsibilities, the Governance Committee and your Board consider, among other things, the commitments of each director on the boards of other public companies. | | |

  30. Qualifications of Nominees for Election as Directors

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

  31. Qualifications of Nominees for Election as Directors

    | | Lisa Winston Hicks Director | | Paul Kaleta Director | | AGE: 59 FirstEnergy DIRECTOR SINCE 2021 | COMMITTEES: Compensation; Finance; Operations and Safety Oversight | AGE: 70 FirstEnergy DIRECTOR SINCE 2021 | COMMITTEES: Governance (Chair); Compensation; Operations and Safety Oversight | | POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Lead Independent Director of the Board since May 2022. Retired board chair of MV Transportation, Inc., a privately owned passenger transportation contracting firm and provider of paratransit services (from 2014 to 2022). She served as executive vice president, general counsel and corporate secretary for MV Transportation (from 2012 until 2018). KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Ms. Hicks received a Bachelor of Arts in Political Science from Stanford University and a Juris Doctorate from Harvard Law School. As executive vice president and general counsel of MV Transportation, Ms. Hicks directed all company legal affairs including its acquisition of businesses, defense and resolution of litigation, as well as corporate compliance and governance. From 2004 until 2008, Ms. Hicks was senior vice president and associate general counsel for TXU Corp., a Dallas based energy holding company. Following the acquisition of TXU Corp by private investors and its name change to Energy Future Holdings, Ms. Hicks became its corporate secretary and continued in the role of senior vice president and associate general counsel managing legal and board functions including corporate governance, compliance and security programs, employee benefits and executive compensation, litigation, risk and strategy. Earlier in her career she worked as a litigator in private law practice and served in various roles at the U.S. Department of Justice and in the White House where she was Associate Counsel to the President. Ms. Hicks’ legal, regulatory, compliance and energy-sector experience qualifies her to serve as a member of your Board. | | 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). KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Mr. Kaleta received his law degree from Georgetown University Law Center and his undergraduate degree from Hamilton College. He has more than 30 years of leadership and business experience as a senior executive and general counsel for companies across the energy industry, including both regulated utility and clean energy technology companies. He also has served on energy advisory, technology, and industry boards, was a partner in a Washington, D.C., law firm, and was an adjunct professor teaching energy law and business ethics. Mr. Kaleta’s varied and comprehensive utility, energy transition, infrastructure, renewable energy, climate, governmental affairs, and corporate governance and compliance experience qualifies him to serve as a member of your Board. | |

  32. Qualifications of Nominees for Election as Directors

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

  33. Qualifications of Nominees for Election as Directors

    | | James F. O’Neil III Director | | John W. Somerhalder II Director | | AGE: 67 FirstEnergy DIRECTOR SINCE 2017 | COMMITTEES: Audit; Compensation (Chair); Operations and Safety Oversight | AGE: 70 FirstEnergy DIRECTOR SINCE 2021 | COMMITTEES: Finance; Operations and Safety Oversight | | POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: 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. | | POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Previously served as Interim President and Chief Executive Officer of your Company from September 2022 to May 2023, Vice Chair from March 2021 to May 2022 and Non-executive Board Chair from June 2023 to January 1, 2025. 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). KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Mr. Somerhalder holds a Bachelor of Science degree in chemical engineering from the University of Arizona. He has extensive leadership and senior management experience in the energy and utility industries including tenures as president, chief executive officer and chairman of AGL Resources Inc., a former publicly traded energy services holding company. 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. His significant energy industry, executive and board experience has equipped him with leadership skills and knowledge of the industry, and board processes and functions. Mr. Somerhalder’s deep experience qualifies him to serve on your Board. | |

  34. Qualifications of Nominees for Election as Directors

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

  35. Qualifications of Nominees for Election as Directors

    | | Brian X. Tierney Board Chair, President and Chief Executive Officer | | Leslie M. Turner Director | | AGE: 58 FirstEnergy DIRECTOR SINCE 2023 | | AGE: 68 FirstEnergy DIRECTOR SINCE 2018 | COMMITTEES: Audit (Chair); Finance | | 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 30 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. | | POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Ms. Turner served as senior vice president, general counsel and corporate secretary of The Hershey Company, a global confectionary 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. She currently serves as a director of one other public company: The Chemours Company, a provider of chemical products across a variety of industries. KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Ms. Turner received her law degree from Georgetown University Law Center after graduating from the New York University with a Bachelor of Science degree. She also received a Master of Laws in Law and Government from the American University, Washington College of Law. Ms. Turner has 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’s legal experience and additional regulatory experience qualify her to serve as a member of your Board. | |

  36. Qualifications of Nominees for Election as Directors

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

  37. Board Committees

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

  38. Board Committees

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

  39. Board Committees

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

  40. Items to Be Voted On

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

  41. Items to Be Voted On

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

  42. Items to Be Voted On

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

  43. Independent Board Chairman — Proposal 4

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

  44. Your Company’s Response — Item 4

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

  45. Your Company’s Response — Item 4

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

  46. Additional Information about this CD&A

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

  47. CD&A Quick Reference Guide

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

  48. Shareholder Engagement and Say-on-Pay Results

    Shareholder Engagement and Say-on-Pay Results Our Board, including the Compensation Committee and Committee chair, together with management are committed to engaging our shareholders routinely and soliciting their perspectives on key performance, compensation and governance issues. Consistent with prior years, with support of select board members, management conducted extensive outreach during 2025. During our outreach, management and your Board did not receive shareholder concerns regarding the Company’s 2025 Say-on-Pay vote outcome or general executive compensation matters. The Company continues to design its programs consistent with prior shareholder feedback and best practices. Our 2025 Say-on-Pay vote successfully passed with over 95% support, which we consider to be a continued strong endorsement of our pay practices and consistent with the vote result of 95% approval on the Company’s 2024 Say-on-Pay vote. In an effort to improve the relationship between pay and performance, better tie our executive compensation programs to our business strategies, and drive the right executive behaviors, the Committee continues to regularly assesses the design of our incentive programs. While we did not make any adjustments to the overall compensation structure for our NEOs based on the 2025 Say-On-Pay vote, the Board approved changes to certain aspects of the STIP and LTIP in 2025 including i) the removal of Baseline O&M as a STIP KPI resulting in Core Earnings (non-GAAP) ("Core Earnings") as our standalone financial KPI in the STIP; ii) simplifying the STIP design, including eliminating the STIP earnings gate and pool of funds to align with market practice; and moving the LTIP from 100% performance-based RSUs, that settled partially in cash and partially in Company stock, to a split of 40% time-based RSUs and 60% performance-adjusted RSUs settling entirely in Company stock, thereby eliminating the cash-based component. These changes are primarily designed to focus on key areas that are essential to achieving our strategic goals. In February 2025, the Company made a strategic decision to transition away from Operating Earnings (non-GAAP) ("Operating Earnings") and Operating Earnings per share (non-GAAP) (“Operating EPS”) to Core Earnings and Core EPS to help investors better assess the performance of our regulated operations. Core Earnings include the results of our four business segments that

  49. 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 |

  50. 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 |

  51. Commitment to Pay for Performance

    | Best Practices | Actions | | Shareholders want pay-for-performance alignment; metrics should drive Company strategy and long-term shareholder value | ▪ Our executive compensation programs link pay to key drivers of shareholder value: ▪ LTIP payouts for the 2023-2025 cycle were tied to the Company achieving certain levels of earnings per share (non-GAAP) and Relative TSR, both of which are strong indicators of shareholder value in the utility industry; ▪ In February 2025, the Company shifted investor focus from Operating EPS to Core EPS; ▪ The 2023-2025 cycle was a combination of Operating EPS from January 2023 through December 31, 2024, and Core EPS from January 1, 2025, through December 31, 2025; ▪ Since changes were made mid-cycle for the 2023-2025 LTIP, the Operating EPS/Core EPS payout was capped at target performance; and ▪ External segment reporting is consistent with FirstEnergy's internal financial reports to regularly assess performance of the business and allocate resources. ▪ Our LTIP includes a TSR cap on the performance-adjusted RSUs (if absolute TSR is negative over the three-year LTIP period, the payout will be capped at 100%). ▪ All STIP and LTIP payouts remain capped at 200%, based on the Committee's analysis of market practices and to further align your Company's incentive programs with those of our peers. | | Shareholders prefer a majority of LTIP to be performance-based | ▪ For 2025, the Committee maintained a majority of performance-based awards in our LTIP (60% performance-based RSUs). | | Shareholders prefer three-year cumulative vs. successive annual performance periods for the long-term incentive plans | ▪ For 2025, the performance-based component of LTIP consisted of: ▪ Three-year cumulative goals focused on Core EPS (65% weighting) and three-year Relative TSR measured against the S&P 500 Utility Index (35% weighting); and ▪ An absolute TSR cap. | | Goals need to be set rigorously and the process needs to be transparent | ▪ Our goals and goal ranges undergo a rigorous independent assessment and are set to: ▪ Align pay opportunity with performance; ▪ Be reasonable and competitive; and ▪ Encourage stretch-level performance throughout the entirety of the measurement period. As an example, in the 2025 STIP, to achieve maximum payout on our financial KPI, we required performance that aligned with the upper end of fiscal year 2025 guidance as disclosed in February 2025. | | STIP and LTIP metrics should be relevant to the business and not overlapping | ▪ The 2025 STIP included financial Core Earnings, operational goals, safety goals, and employee engagement goals to help drive our business strategy and corporate objectives. ▪ The performance-based component of the 2025 LTIP incorporated three-year cumulative Core EPS growth and Relative TSR goals to reward achievement of longer-term goals and drive shareholder value. |

  52. 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 |

  53. Compensation Philosophy

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

  54. What We Do and Don’t Do

    | WHAT WE DO | | Pay-for-performance • LTIP is comprised of 60% performance-based awards • STIP is completely at risk | | Two distinct clawback policies with provisions for: • Financial and reputational harm, and other detrimental activity, and the ability to claw back both time-based and performance-based awards • Mandatory recoupment for financial restatement applying to current and former Section 16 Officers | | | | Threshold and caps on incentive awards • Individual STIP award payout opportunities are capped at 200% (consistent with peer companies) | | | | | | • Individual performance-based LTIP award payout opportunities is capped at 200% (consistent with peer companies) and capped at 100% if absolute TSR over the performance period is negative | | | | | | | | Mitigate undue risk through compensation design, corporate policies and effective governance | | | | Non-overlapping financial performance measures in our STIP and LTIP | | Annual Say-on-Pay vote | | | | Combination of absolute and relative | | Double trigger and no gross-ups in change in control ("CIC") provisions | | | | performance goals | | | | | | | | Compensation Committee comprised of only independent directors supported by an independent compensation consultant | | | | Robust stock ownership guidelines | | | | WHAT WE DON’T DO | | No executive hedging or pledging is permitted | | No repricing of underwater stock options without shareholder approval (stock options are not currently used in plan design) | | | | No employment agreements | | | | | | No excise tax gross-up CIC provisions for our NEOs | | No payment of dividend equivalents on unearned awards | | | | No excessive perquisites | | No payment of cash severance benefits above 2.99x base salary and target STIP |

  55. 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 align our executives’ interests with Company and business unit performance, business strategies and corporate objectives and drivers of growth in shareholder value, while reflecting our commitment to ethical conduct in all that we do. 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 wealth summaries, also reviews current and previously awarded but unvested compensation.

  56. 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 |

  57. 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: Reviews, determines and recommends to the Board the Company’s pay-related goals and objectives and ▪ 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. The Committee and Board are responsible for establishing the compensation of the Company’s executive officers, including the NEOs, as well as certain other senior leaders. Neither the CEO nor any other NEO makes recommendations for setting his or her own compensation. The recommendation of the CEO’s compensation is determined in Committee meetings during an executive session and is presented to the non-management members of your Board for review and approval. Annually, the Committee also reviews the goals and targets of the incentive compensation programs with a focus on setting challenging, but realistic, targets to drive performance and continuous improvement to improve shareholder value over the long term. The CEO, with input from Human Resources and the Lead Independent Director, 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. The Committee regularly evaluates the needs of the Committee and the services provided by the independent consultant. From time to time, the Committee will conduct a request for proposal process to appoint or re-appoint, as appropriate, the independent consultant. In 2025, the Committee completed a request for proposal and review and reappointed Farient. Farient provided independent advice with respect to executive and director compensation and related corporate governance matters. The Committee relies on Farient’s expertise in benchmarking and familiarity with competitive compensation practices in the utility and general industry sectors. In addition, the Committee regularly requests advice from Farient concerning the design, communication and implementation of our incentive compensation plans and other programs. However, all decisions as to executive compensation design and amounts ultimately rest with the Committee and the Board, as applicable. The services provided by Farient to the Committee in 2025 included: ▪ 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; ▪ Review of our peer groups used for compensation benchmarking purposes for executives and directors; ▪ Independent review and assessment of the rigor of incentive compensation performance goals and the goal setting process, including: o Evaluating historical and projected performance; o Reviewing analyst estimates to understand external expectations; o Analyzing historical and projected peer data; and o Calculating the probability of achievement of targets to assess the rigor of goals. ▪ Analysis of competitive compensation practices, policies and levels for executives and directors within our peer groups, including the STIP and LTIP designs; ▪ Review of the description of our executive compensation practices in our annual proxy statement; 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

  58. 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 |

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

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

  60. 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 2025, 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 $12.7 billion in 2025. The 2025 peer groups were based on the following criteria:

  61. Benchmarking

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  62. Benchmarking

    Following the annual peer group review, the Committee approved to maintain the same utility and general industry peer groups with no changes. As a result, the peer groups for 2025 included the following 21 utility companies and 33 general industry companies:

  63. Benchmarking

    | 2025 Utility Peer Group | | | | AMEREN CORPORATION | DUKE ENERGY CORPORATION | NISOURCE INC | | AMERICAN ELECTRIC POWER CO INC | EDISON INTERNATIONAL | PG&E CORPORATION | | CENTERPOINT ENERGY, INC | ENTERGY CORPORATION | PPL CORPORATION | | CMS ENERGY CORP | EVERGY, INC | PUBLIC SERVICE ENTERPRISE GROUP | | CONSOLIDATED EDISON, INC | EVERSOURCE ENERGY | SOUTHERN COMPANY | | DOMINION ENERGY, INC | EXELON CORPORATION | WEC ENERGY GROUP | | DTE ENERGY COMPANY | NEXTERA ENERGY, INC | XCEL ENERGY INC | | 2025 General Industry Peer Group | | | | AIR PRODUCTS & CHEMICALS INC | HANESBRANDS, INC | PVH CORP | | ALCOA CORPORATION | HONEYWELL INTERNATIONAL INC | ROCKWELL AUTOMATION, INC | | AUTOMATIC DATA PROCESSING INC | HORMEL FOODS CORPORATION | STANLEY BLACK & DECKER, INC | | BALL CORPORATION | INTERNATIONAL PAPER COMPANY | TEXTRON INC | | BORGWARNER INC | KELLANOVA | THE CLOROX COMPANY | | CAMPBELL SOUP COMPANY | KINDER MORGAN, INC. | THE ESTEE LAUDER COMPANIES INC | | CONAGRA BRANDS, INC | L 3 HARRIS TECHNOLOGIES, INC | THE GOODYEAR TIRE & RUBBER CO | | EASTMAN CHEMICAL COMPANY | MASCO CORPORATION | THE HERSHEY COMPANY | | EATON CORPORATION | OWENS CORNING | THE SHERWIN WILLIAMS COMPANY | | FORTUNE BRANDS HOME & SECURITY, INC | PARKER HANNIFIN CORP | V.F. CORPORATION | | GENERAL MILLS, INC. | PPG INDUSTRIES INC | WHIRLPOOL CORPORATION |

  64. Benchmarking

    In December 2024, at the Committee’s request, the Company collected benchmark compensation data for our peer companies based on WTW's executive surveys and Aon’s Total Compensation Measurement database, and Farient determined that the total direct compensation, in the aggregate for our NEOs, was 112.6% of the Blended Median, which continues to be positioned within our established competitive range of 80% to 120% of the Blended Median.

  65. Benchmarking

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

  66. Key Elements of 2025 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 (other than his own) 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 2025, the STIP goals included: − Financial: Core Earnings − Operational: Includes a mix of customer, reliability and environmental operating metrics − Safety: Includes Life Changing Events ("LCE") and Days Away/Restricted or Job Transfer Rate (“DART Rate”) − Employee Engagement: Survey responses measuring employee perception of our Company culture − Ethics and Compliance Modifier: Serves as a negative modifier at the individual level, with downward adjustments only, which can be up to 100% ▪ For the 2025 STIP awards, NEOs receive STIP payouts based on the performance of each individual KPI ▪ The 2025 STIP was weighted 60% for corporate financial performance and 40% based on achievement of operational, safety and employee engagement 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 comprised of 60% performance-adjusted RSUs, which is at risk, as well as 40% time-based RSUs, both of which are settled in company stock ▪ Total combined payout may range from 40% to 160% of target opportunity levels ▪ 2025 LTIP awards for the performance-based component are based on a three-year performance period (2025-2027) and awards will vest, if at all, based on the achievement of two KPIs measured over the performance period, as follows: − Core EPS Growth (cumulative) weighted at 65% − Relative TSR weighted at 35% − Performance can range from 0% to 200% for the performance-adjusted RSUs ▪ Includes a payout cap (100% target) on the performance-based component if absolute TSR is negative over the three-year performance period ▪ 2025 LTIP awards for the time-based components will vest on March 1, 2028 |

  67. Key Elements of 2025 NEO Compensation

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  68. Target Compensation (Base Salary + Target Incentive Compensation)

    Target Compensation (Base Salary + Target Incentive Compensation) In December 2024, 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 2025, 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 2025, target opportunities continued to be set at or near the Blended Median of our peer groups. As of December 31, 2025 (except as otherwise noted), target compensation levels for the NEOs on an annualized basis were as follows:

  69. Target Compensation (Base Salary + Target Incentive Compensation)

    | Executive | 2025 Base Salary Increase | 2025 Annualized Base Salary | 2025 Target Opportunity STIP (% of Base Salary) | 2025 Target STIP ($)(1) | 2025 Target Opportunity LTIP Awards (% of Base Salary)(2) | 2025 Target Opportunity LTIP Awards (Target Value)(3) | 2025 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 | 5% | $766,500 | 75% | $574,875 | 225% | $1,724,625 | $3,066,000 | | Toby L. Thomas | 5% | $630,000 | 70% | $441,000 | 215% | $1,354,500 | $2,425,500 |

  70. Target Compensation (Base Salary + Target Incentive Compensation)

    (1) As explained further below, our LCE KPI was either a 0% or 200% payout. (2) For each of the NEOs, all LTIP awards, if earned, are paid in stock. (3) Represents target value determined by the Committee based on annualized base salary and target opportunity percentages. Amounts do not necessarily correspond to the amounts shown in the “Stock Awards” column of the Summary Compensation Table due to SEC rules regarding Summary Compensation Table disclosure, nor to the amounts that may ultimately be realized by our NEOs. The maximum payout under the STIP and LTIP is 200% and 160% of an individual’s target opportunity, respectively. Our 2025-2027 cycle of LTIP is 60% performance-based RSUs and 40% time-based RSUs. The NEOs may earn nothing under the STIP, earn a minimum of 40% of their opportunity under the LTIP given the time-based component, receive payments that are below their target opportunities for the performance-based incentive awards if the Company falls short of its pre-established goals, or earn

  71. Target Compensation (Base Salary + Target Incentive Compensation)

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  72. STIP

    STIP The STIP provides annual cash awards to executives whose contributions support the achievement of your Company’s identified financial and operational KPI goals, which are linked to the Company’s business strategy and corporate objectives. The Committee annually reviews the goals and targets with a focus on setting challenging but realistic targets that are intended to drive operational performance and shareholder value.

  73. 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 2025 STIP: ▪ Maintained the stretch (maximum) payout opportunity level at 200% of target to remain consistent with market practices; ▪ Aligned with peer practices by removing the Baseline O&M component and focusing on Core Earnings, which served as our only financial STIP KPI, as distinguished from the LTIP cumulative Core EPS KPI; ▪ 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 a 7.5% weighting in 2025; o Threshold and target performance levels for the LCE KPI were 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; ▪ Increased the weighting of the Operations Index to 20% and maintained the Employee Engagement Survey KPI goal at 5%; ▪ Simplified the STIP design to align better with market practice by eliminating the earnings gate and pool of funds, given the move to Core Earnings as the single financial KPI; this KPI will be paid based on actual performance; and ▪ Maintained a threshold payout starting at 50% and stretch at 200% for all non-Financial KPIs and a threshold payout starting at 25% and stretch at 200% for the Financial KPI of Core Earnings. There is no payout for any KPIs that fall below threshold. The Committee reviewed, and the Board approved, the STIP performance metrics and weightings for each of the NEOs in February 2025. For 2025, the NEOs had the following metrics and weightings.

  74. 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 |

  75. KPIs and Weightings for STIP

    | KPI Measures | Rationale | All NEOs | | Financial | | | | Core Earnings | ▪ Drives shareholder value while providing greater focus on the results from our regulated businesses ▪ Provides a consistent and comparable measure of performance to help shareholders understand performance trends ▪ Increases transparency and comparability to peers and reflects the business that the Company controls ▪ Provides employees with a better line of sight on performance and focuses on what employees can control and influence | 60% | | 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 success | 20% | | Safety | | | | Systemwide DART Systemwide LCEs | ▪ Is based on two key metrics that are equally weighted: Systemwide LCEs and DART Rate ▪ The LCE KPI is set to pay out at stretch level (200%) for zero LCEs or no payout (0%) if one LCE occurs anywhere across the FirstEnergy footprint ▪ 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% | | Employee Engagement | | | | Employee Engagement Survey | ▪ Measures employee perception of our Company culture ▪ Represented by the average percentage of “agree” and “strongly agree” responses by employees below the supervisor level to select questions ▪ Goal targets are set based on achieving significant positive improvement in creating an inclusive environment | 5% |

  76. 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 |

  77. 2025 STIP Performance Goals

    2025 STIP Performance Goals Threshold, target and stretch levels are established for the KPIs based on Core Earnings 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 practicable. In 2025, the threshold, target and stretch levels under the STIP for the NEOs were (dollars in millions):

  78. 2025 STIP Performance Goals

    | 2025 STIP Goal Ranges(1) | | | | | 2025 KPI Measures | Threshold | Target | Stretch | | Financial | | | | | Core Earnings | $1,385 | $1,442 | $1,500 | | 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 | 0.69 | 0.54 | 0.39 | | Employee Engagement | | | | | Employee Engagement Survey | 63.45% | 64.45% | 66.45% |

  79. 2025 STIP Performance Goals

    (1) Interpolated for performance between discrete points. Refer to the “Incentive Compensation Payouts for 2025” section below for details regarding 2025 payouts.

  80. LTIP

    LTIP Beginning with the 2025-2027 cycle, the Committee approved moving from 100% performance-based RSUs, which settled partially in cash and partially in Company stock, to 60% performance-adjusted RSUs and 40% time-based RSUs, each designed to pay out entirely in Company stock, thereby eliminating the cash-based component of the LTIP grants. These changes better align our plan design to our utility peers. The performance-adjusted RSUs will continue to vest based on the achievement of two metrics: Cumulative Core EPS, weighted at 65% and Relative TSR, weighted at 35%. Cumulative Core EPS threshold award opportunity begins with a threshold payout of 25% and a maximum payout of 200%. Relative TSR threshold award opportunity begins if our performance is at the 25th percentile, while stretch awards, with a maximum payout of 200%, begins at the 85th percentile. Relative TSR continues to be measured against the S&P 500 Utility Index for the 2025-2027 cycle. Payouts are capped at 100% of target if our absolute TSR is negative over the three-year performance period. These performance measures support continued financial improvement and increase focus on earnings across the Company’s regulated businesses while creating a direct line of sight for executives to drive shareholder value and evaluate the overall performance against our peers in the utility industry. The time-based RSUs granted in the 2025-2027 cycle will vest on March 1, 2028, based on employees’ continued service. Unlike the performance-adjusted portion, there is no impact from performance on the time-based RSUs. Overall, the total LTIP opportunity for the 2025-2027 cycle can range from 40% to 160%. The chart below defines the KPI measures applicable to the 2025 LTIP grants. This LTIP design applied to all NEOs in 2025. Additional details regarding the 2025-2027 LTIP grants are provided in the narrative following the “Grants of Plan-Based Awards in Fiscal Year 2025” table. The Board approved the LTIP grants for the NEOs at its meeting on March 19, 2025. The grant date for the 2025 performance-adjusted and time-based RSUs was March 19, 2025. Each participating NEO’s target LTIP award opportunity is divided by the average of the high and low prices of the Company’s common stock on the grant date to determine the number of performance-adjusted and time-based RSUs awarded. In addition, the Committee approved a discretionary performance component, which includes a modifier to 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 maintaining a strong focus on performance and our core values and behaviors. No adjustments were made to the 2025-2027 LTIP grants for our NEOs.

  81. LTIP

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  82. LTIP

    The KPIs used for performance-adjusted RSUs under the LTIP in 2025-2027 were based on:

  83. LTIP

    | KPI Measures | Weighting | Rationale | | Cumulative Core EPS | 65% | A non-GAAP financial measure of the business units’ contribution to Core Earnings growth over the 2025-2027 performance period. | | Relative TSR | 35% | A measure of the total return of FirstEnergy common stock to an investor, evaluating our overall performance over the three-year period against the S&P 500 Utility Index. |

  84. LTIP

    The goals for the performance portion of the 2025-2027 performance period are based on:

  85. LTIP

    | 2025-2027 LTIP Goal Ranges | | | | | Performance Portion of 2025 LTIP KPIs | Threshold | Target | Stretch | | Cumulative Core EPS (65%) | $7.41 | $7.98 | $8.35 | | Relative TSR vs. S&P 500 Utility Index(1)(2) | 25th Percentile | 50th Percentile | 85th Percentile | | Payout | 25% | 100% | 200% |

  86. 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 2025-2027, the LTIP awards will be capped at a target opportunity level of payout (100%).

  87. Goal Changes for LTIP Outstanding Cycles

    Goal Changes for LTIP Outstanding Cycles On June 17, 2025, upon recommendation of the Committee, the Board approved a modification to the Operating EPS KPI applicable to certain outstanding LTIP awards for the 2025 and 2026 calendar years. Effective as of the quarter ending March 31, 2025, the Company no longer reported or provided guidance based on Operating EPS and transitioned to reporting and providing guidance on Core EPS. For the applicable years, this change replaces the Operating EPS KPI with the Core EPS KPI for the 2023-2025 and 2024-2026 LTIP cycles. In addition, the Board approved limiting the maximum payout for the cumulative EPS component at 100% of target for these LTIP cycles. These changes aligned these performance cycles and the overall LTIP program with the Company's transition to assessing performance based on Core Earnings rather than Operating Earnings, as reflected in the company’s 2025 earnings guidance provided to investors in February 2025.These changes are applicable to all eligible participants of the 2023 and 2024 LTIP grants, which include the CEO and all other NEOs. Your Board believes that this modification was appropriate and benefits participants and shareholders as it: ▪ Is completely consistent with your Company’s 2025 and 2026 earnings guidance and the transition of your Company’s external reporting to shareholders from Operating EPS to Core EPS; ▪ Is simple to understand; ▪ Serves to align the incentive compensation payable to management based on Core Earnings performance starting in 2025, consistent with the Company’s earnings guidance; ▪ Does not apply retroactively to performance for any completed fiscal year at the time of Board modification (i.e., 2023 and 2024 results); and ▪ Will better reflect the performance of our management team. In addition, the 2025 LTIP metrics reflect Core EPS and relative TSR for consistency with external reporting and the modified 2023 and 2024 LTIP design. Prior to this adjustment, the 2023-2025 and 2024-2026 LTIP cycles were comprised of two financial performance KPIs: Cumulative Operating EPS (weighted at 65%) and Relative TSR (weighted at 35%). This change does not impact the measurement of

  88. Goal Changes for LTIP Outstanding Cycles

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  89. Goal Changes for LTIP Outstanding Cycles

    performance with respect to any completed fiscal year (2023 or 2024) or the Relative TSR component. The updated goal ranges for the outstanding 2023-2025 and 2024-2026 LTIP cycles are shown below:

  90. Goal Changes for LTIP Outstanding Cycles

    | 2023-2025 LTIP Goal Ranges (adjusted) | | | | | 2023-2025 LTIP KPIs | Threshold | Target | Stretch | | Cumulative Mixed Operating/Core EPS (65%) | $7.32 | $7.76 | n/a (capped at 100%) | | Relative TSR vs. S&P 500 Utility Index(1)(2) | 25th Percentile | 50th Percentile | 85th Percentile | | Payout | 25% | 100% | 200% | | 2024-2026 LTIP Goal Ranges (adjusted) | | | | | 2024-2026 LTIP KPIs | Threshold | Target | Stretch | | Cumulative Mixed Operating/Core EPS (65%) | $7.44 | $7.88 | n/a (capped at 100%) | | Relative TSR vs. S&P 500 Utility Index(1)(2) | 25th Percentile | 50th Percentile | 85th Percentile | | Payout | 25% | 100% | 200% |

  91. Incentive Compensation Payouts for 2025

    Incentive Compensation Payouts for 2025

  92. 2025 STIP Results

    2025 STIP Results In February 2026, based on actual 2025 KPI results, the Committee recommended, and the independent members of the Board approved, the following 2025 STIP KPI results for our NEOs (dollars in millions). As shown in the table below, certain of the KPIs were achieved at threshold and above.

  93. 2025 STIP Results

    | 2025 STIP Results | | | | | | | 2025 KPI Measures | Threshold | Target | Stretch | Actual Results | Payout Results | | Financial | | | | | | | Core Earnings | $1,385 | $1,442 | $1,500 | $1,471 | Between Target and Stretch | | Operational | | | | | | | Operations Index | 2.50 | 5.00 | 7.50 | 4.10 | Between Threshold and Target | | Safety | | | | | | | Systemwide LCE | n/a | n/a | 0 | 1 | Below Threshold | | Systemwide DART Rate | 0.69 | 0.54 | 0.39 | 0.86 | Below Threshold | | Employee Engagement | | | | | | | Employee Engagement Survey | 63.45% | 64.45% | 66.45% | 55.00% | Below Threshold |

  94. 2025 STIP Results

    In February 2026, based on actual 2025 STIP results, the Committee recommended, and the independent members of the Board approved, the following 2025 award payouts for our NEOs. Results were interpolated for overall performance between target and stretch.

  95. 2025 STIP Results

    | Executive | 2025 STIP Target Opportunity ($) (prorated as needed) | 2025 STIP Award - Actual Payout ($) | Actual Payout as a % of STIP Target Opportunity | | Brian X. Tierney | $2,250,000 | $2,394,000 | 106% | | K. Jon Taylor | $787,500 | $837,900 | 106% | | A. Wade Smith | $608,000 | $646,912 | 106% | | Hyun Park | $574,875 | $611,667 | 106% | | Toby L. Thomas | $441,000 | $469,224 | 106% |

  96. 2025 STIP Results

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  97. 2023-2025 LTIP Cycle Payout

    2023-2025 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 2023-2025 LTIP was initially granted and comprised of the following two performance measures: Cumulative Operating EPS (weighted at 65%) and Relative TSR (weighted at 35%). As noted above, on June 17, 2025, upon recommendation of the Committee, the Board approved a modification to the Operating EPS KPI, replacing it with the Core EPS KPI for the 2025 calendar year portion of the 2023-2025 (and 2024-2026) LTIP cycle. Additionally, the Board approved limiting the maximum payout for the cumulative EPS component at 100% of target. FirstEnergy’s average stock prices with reinvested dividends for December 2025 of $50.51 was greater than the average stock price in December 2022 of $41.67. As a result, the absolute TSR cap does not apply and the 2023-2025 cycle of performance-adjusted RSUs was paid as earned as reflected in the table below.

  98. 2023-2025 LTIP Cycle Payout

    | 2023-2025 LTIP Results | | | | | | | | KPI Measures | Threshold | Target | Stretch | Actual Results | KPI Performance | Payout Results | | Cumulative Mixed Operating/Core EPS (65%) | $7.32 | $7.76 | n/a (capped at 100%) | $7.74 | 97% | Between Threshold and Target | | Relative TSR (35%) | 25th percentile | 50th percentile | 85th percentile | 34th percentile | 52% | Between Threshold and Target |

  99. 2023-2025 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 81% 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 33 out of 36 months for the 2023-2025 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 27 out of 36 months for the 2023-2025 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 28 out of 36 months for the 2023-2025 LTIP cycle. In March 2026, the performance-adjusted RSUs granted in 2023 were paid in shares of our common stock and cash respectively as follows: Mr. Tierney: 153,278 shares and $3,889,141; Mr. Taylor: 44,687 shares and $1,133,576; Mr. Smith: 22,855 shares and $578,942; Mr. Park: 25,771 shares and $656,755; and Mr. Thomas: 16,067 shares and $412,285.

  100. Realized Compensation

    | Executive | 2025 Earned Salary | 2025 STIP (Paid in 2026) | 2023 Performance- Adjusted RSUs (Earned at completion of three- year period ended 12/31/2025, paid in 2026) | Restricted Stock Award (Vested in 2025) | Total 2025 Realized Compensation | | Brian X. Tierney(1) | $1,505,769 | $2,394,000 | $11,701,721 | $1,530,538 | $17,132,028 | | K. Jon Taylor(2) | $878,365 | $837,900 | $3,411,273 | $535,724 | $5,663,262 | | A. Wade Smith(3) | $762,923 | $646,912 | $1,743,861 | $1,511,415 | $4,665,111 | | Hyun Park | $763,412 | $611,667 | $1,970,302 | N/A | $3,345,381 | | Toby L. Thomas(4) | $627,462 | $469,224 | $1,231,220 | $139,601 | $2,467,507 |

  101. Realized Compensation

    (1) Reflects the value of Mr. Tierney’s restricted stock unit award; 25% of the award vested on June 1, 2025. (2) Reflects the value of Mr. Taylor’s restricted stock unit award; 25% of the award vested on March 1, 2025. (3) Reflects the value of Mr. Smith’s restricted stock unit award; one-third of the award vested on December 18, 2025. (4) Reflects the value of Mr. Thomas' restricted stock unit award; two-thirds of the award vested on November 30, 2025.

  102. Realized Compensation

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  103. 2026 Incentive Plan Design and NEO Compensation

    2026 Incentive Plan Design and NEO Compensation For 2026, our approach towards incentive plan design is that each individual STIP KPI should be set based on its alignment with strategic priorities and planned actions for 2026, ensuring measurable progress toward our goal of becoming a premier electric utility. In February 2026, your Board approved several changes to the STIP, particularly around our safety and operational KPIs designed to: align to our strategy; align with industry peers; support our key objectives in 2026; and encourage the right behaviors. Our financial KPI, Core Earnings, will not change following the updates made in 2025 to maintain transparency and comparability to peers, as this change better reflects performance we control and provides employees with a better line of sight to focus on what they can influence. To align STIP with our focus on high-energy safety training, the two safety KPIs will be Systemwide Serious Injury or Fatality (SIF) and Systemwide High-Energy CMVA Rate. These metrics will replace Systemwide DART and Systemwide LCEs as the industry continues to move towards more leading indicators that are focused on high-energy hazards. The Operations Index will be replaced by seven individual components focused on operational excellence designed to emphasize our commitment to reliability for our customers. We will continue to maintain SAIDI, TOF and Regulated Generation EFOR as metrics from the prior Operations Index while adding: Inoperable Equipment, Percentage Reliability Investment, Blue Sky Customer Average Interruption Duration Index (CAIDI), and Substation SAIDI. For the Employee Engagement KPI, we will continue to use the Employee Engagement survey. Consistent with the design changes made for the 2025 LTIP grants, the 2026 LTIP grants covering the 2026-2028 award cycle, will continue to be comprised of 40% time-based RSUs and 60% performance adjusted stock-based RSUs, each of which will settle entirely in Company stock. We will maintain a weighting of 65% Core EPS 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. The individual performance modifier will be maintained for the 2026-2028 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 individual performance adjustments were made to the 2026-2028 LTIP grants for our NEOs. While the overall design of the LTIP will be maintained, the Committee approved two changes beginning with the 2026-2028 LTIP cycle. In December 2025, the Committee approved using the PHLX Utility Sector Index (UTY) as the Relative TSR performance peer group, replacing the S&P 500 Utility Index. The UTY comprises companies that are more comparable to FirstEnergy and we believe this change better aligns with our peers, strengthens our pay for performance philosophy and will eliminate some of the market swings created by companies engaged in competitive generation. In September 2025, the Committee also approved that under a termination following a change-in-control (i.e., double trigger), full vesting of outstanding equity awards at target will be provided, instead of being prorated at target. These features will be implemented beginning with the 2026-2028 LTIP cycle and will not impact the other open cycles. For 2026, target opportunities continue to be set at or near the Blended Median of our peer groups. The 2026 target compensation levels for the continuing NEOs are as follows:

  104. 2026 Incentive Plan Design and NEO Compensation

    | Executive | 2026 Base Salary Rate | 2026 STIP (as a % of Base Salary) | 2026 LTIP (as a % of Base Salary) | | Brian X. Tierney | $1,500,000 | 150% | 683% | | K. Jon Taylor | $910,000 | 90% | 325% | | A. Wade Smith | $780,900 | 80% | 250% | | Hyun Park | $789,495 | 75% | 225% | | Toby L. Thomas | $661,500 | 70% | 225% |

  105. Retirement Benefits

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  106. Severance and CIC Benefits

    Severance and CIC Benefits On September 23, 2025, after a thorough review process by the Board and the Committee, with input and advice from Farient, the Board, upon recommendation by the Committee, approved (i) amendments and restatements of the FirstEnergy Executive Severance Benefits Plan (the “Executive Severance Plan”) and the FirstEnergy Corp. 2017 Change in Control Severance Plan (the “CIC Plan” and, together with the Executive Severance Plan, the “Plans”), and (ii) new CIC provisions for the 2026-2028 cycle of

  107. Severance and CIC Benefits

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  108. Severance and CIC Benefits

    performance-adjusted RSU award agreements (the “Performance-Adjusted RSU Award Agreements”) and time-based restricted stock unit award agreements (the “Time-Based RSU Award Agreements” and, together with the Performance-Adjusted RSU Award Agreements, the “RSU Award Agreements”), in each case to be effective January 1, 2026. The Board’s approval of the amended and restated Plans and the new provisions of RSU Award Agreements modernizes and aligns the Company’s executive severance compensation program with peer practice.

  109. Executive Severance Plan

    Executive Severance Plan The Executive Severance Plan provides severance benefits to eligible executives who are involuntarily separated by the Company due to the sale or closing of a facility, corporate restructuring, merger, acquisition, reduction in the workforce, or job elimination (collectively, “Qualified Separations by the Company”). Benefits under the Executive Severance Plan are also offered if an eligible executive terminates his or her employment with the Company because a new job assignment would result in the occurrence of any one or more of the following events: (i) 15% or greater reduction in the executive’s then current base salary (except with respect to across-the-board salary reductions to similarly-situated Company employees); (ii) the distance from the executive’s current residence to his or her new reporting location being at least 50 miles farther than the distance between such executive’s current residence and previous reporting location (collectively, “Qualified Separations by the Executive” and, together with Qualified Separations by the Company, “Qualified Separations” and each, a “Qualified Separation”). Prior to the amendment and restatement, the CEO was not included in the Executive Severance Plan; accordingly, had an involuntary separation without cause occurred during 2025, the CEO’s severance benefits, if any, would have been determined by the Committee, in its discretion, and approved by the independent members of the Board. Additionally, prior to the amendment and restatement, the cash severance benefits under the Executive Severance Plan were calculated using a service-based formula (the “Service-Based Formula”), such that, in the event of a Qualified Separation, an eligible executive was entitled to receive 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). As amended and restated, the Executive Severance Plan includes the CEO as an eligible participant and provides that cash severance benefits (collectively, the “Amended Severance Benefits”) will be determined as follows in the event of a Qualified Separation: ▪ The CEO, all officers (as defined by Rule 16a-1(f) of the Exchange Act), and any remaining members of the Company’s Executive Council will be entitled to severance pay equal to one and one-half times such participant's base salary; ▪ Presidents, Vice Presidents and equivalents, will be entitled to severance pay equal to such participant’s annual base salary. ▪ Director-level executives will be entitled to severance pay based upon the Service-Based Formula, such that an eligible executive will be entitled to receive three weeks of base salary for each full year of service (with a maximum benefit equal to such participant’s annual base salary). Notwithstanding the foregoing, the amended and restated Executive Severance Plan provides that eligible executives, as defined therein, will be entitled to receive severance benefits based upon the prior Service-Based Formula as of December 31, 2025, if such amount is greater than the amount that the executive would receive under the Amended Severance Benefits. Additionally, under the amended and restated Executive Severance Plan, for an executive with a Qualified Separation who is eligible for and elects continuation of health care and/or dental care under COBRA, the Company will waive a portion of the COBRA premium for a period equal to the lesser of (i) 18 months following the date of the Qualified Separation and (ii) the date that such executive ceases to qualify for COBRA coverage. An executive’s receipt of any severance benefits under the amended and restated Executive Severance Plan is contingent upon such executive’s timely execution and delivery of a valid and irrevocable separation agreement in the form provided by the Company that contains, among other provisions, a general release and waiver of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement provisions (a “Release”) and (ii) the Release becoming irrevocable no later than 60 days following the executive’s separation from the Company. Severance amounts will be paid in a lump sum as soon as administratively possible after the Release is effective, but no later than two and one-half months after the date that the Qualified Separation occurs.

  110. Executive Severance Plan

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  111. CIC Plan

    CIC Plan The CIC Plan provides for severance benefits in the event that an eligible executive experiences a termination of employment (either without “Cause” by the Company or for “Good Reason” by the executive (each as defined in the CIC Plan)) within the 24 month period following a change in control of the Company. Participants in the CIC Plan are not permitted to receive severance benefits under the CIC Plan and another Company severance plan, program or arrangement. Prior to the amendment and restatement, all participants were eligible for the same level of benefits under the CIC Plan, which included (collectively, the “Change in Control Benefits”): ▪ Cash severance (the “Change in Control Cash Severance”) equal to two-times the sum of the executive’s (i) base salary and (ii) target award under the Company’s STIP; ▪ Payment of the annual STIP for the fiscal year in which the termination occurs, paid at target and prorated for the number of days that the executive worked during such fiscal year; ▪ Continued health and welfare coverage for two years; and ▪ Up to $30,000 of outplacement services for the one-year period following the change in control. The Change In Control benefits under the amended and restated CIC plan remain the same for all eligible participants, except in the case of the CEO, who under the amended and restated CIC Plan, will be entitled to Change in Control Cash Severance equal to two and ninety-nine hundredths (2.99) times the sum of the CEO’s (i) base salary and (ii) target award under the STIP. The “Change in Control” definition in the amended and restated CIC Plan was revised to conform to the corresponding definition in the Company’s 2020 Incentive Compensation Plan (the “2020 ICP”) to ensure consistency and for ease of administration in the event of a change in control. Additionally, the CIC Plan required the Board to conduct an annual review of the CIC Plan to determine whether the term of the CIC Plan should be extended for an additional one-year period. The amended and restated CIC Plan will automatically renew for successive one-year terms, unless otherwise terminated by action of the Board. An executive’s receipt of any benefits under the amended and restated CIC Plan is contingent upon such executive’s execution and non-revocation of a general release and waiver of claims in favor of the Company and related persons and entities. Cash amounts under the amended and restated CIC Plan will be paid in a lump sum within 60 days of the executive’s termination of employment.

  112. CIC Provisions in the RSU Award Agreements

    CIC Provisions in the RSU Award Agreements As noted above, the Board approved new provisions of the RSU Award Agreements for grants of performance-adjusted RSUs and time-based RSUs made on or after January 1, 2026. The new provisions of the 2026-2028 cycle of Performance-Based RSU Award Agreement provides that, in the event of a Change in Control, outstanding unvested performance-based RSUs will vest at target level of performance, to the extent such RSUs are not replaced with a Replacement Award. The new provisions of the 2026-2028 cycle of Time-Based RSU Award Agreement provides that outstanding unvested time-based RSUs will vest in full upon a Change in Control (as defined in the 2020 ICP) to the extent such RSUs are not replaced with a “Replacement Award” (as defined in the 2020 ICP).

  113. Share Ownership Guidelines for Executives

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  114. Anti-Hedging and Pledging Policies

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  115. Clawback Policies

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  116. Risk Assessment of Compensation Programs

    Risk Assessment of Compensation Programs Enterprise Risk Management ("Risk") regularly conducts an independent assessment of the non-financial metrics identified as KPIs for STIP, and their weightings and measurements as deemed appropriate. Risk participates in the discussions regarding the appropriateness of these measures with metric owners and leadership. Risks associated with the Company’s compensation policies, practices and programs are managed by a suite of reviews conducted by various management teams, including Risk, Internal Audit, Human Resources and Legal, in connection with Farient's annual goal rigor analysis which focuses on the financial metrics identified as KPIs for STIP and LTIP. At the request of the Committee, Farient also completed an independent risk assessment to ensure that the Company’s compensation programs align with our pay-for-performance compensation philosophy without encouraging excessive risk-taking. The purpose of these reviews is to ensure that the Company’s compensation programs align with our pay-for-performance compensation philosophy without encouraging excessive risk-taking. Specifically, management seeks to incent employees to perform at a high level and align our executives’ interests with our shareholders’ long-term interests while simultaneously balancing our shareholders’ concerns and discouraging excessive risk-taking. In this regard, the Company’s compensation structure contains various features intended to mitigate such risk. These features include, among others: ▪ The compensation structure is designed to link an appropriate portion of compensation to the Company’s long-term performance ▪ The periodic benchmarking of the compensation programs and overall compensation structure is used to evaluate the Company’s programs as compared to market practices ▪ Annual incentive compensation is based on multiple, diversified, company-based performance metrics, none of which are applicable to individual executives or small groups of employees, and all of which are consistent with our long-term goals ▪ Internal controls and standards of ethics and business conduct are well-established and support our compensation goals and mitigate compensation risk in various ways. We employ various auditing processes on a regular basis in an effort to assure compliance with these controls and standards and The Committee, comprised entirely of independent directors, oversees your Company’s compensation policies and practices and is responsible for reviewing, approving and, where appropriate, recommending Board approval for executive compensation (including base salary, incentive metrics, goals and targets), annual incentive compensation programs applicable to senior management, employees, and other compensation plans as appropriate

  117. Risk Assessment of Compensation Programs

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  118. 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 options or option-like instruments, the Board and the Committee will evaluate the appropriate steps to take in relation to the foregoing.

  119. Equity Award Grant Practices

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  120. CD&A Glossary of Terms

    CD&A Glossary of Terms Core Earnings (non-GAAP): Core Earnings is calculated using the aggregate GAAP earnings adjusted to exclude Net Pension/OPEB credits and Signal Peak earnings impact, and other special items that are consistent with the Company’s non-GAAP external reporting. Results for 2025 include the following adjustments: in addition to the special items that adjust GAAP earnings to Core Earnings as reported externally, the impacts of unforeseen accounting and legislative or regulatory changes as instituted by authoritative organizations are included as adjustments. Other strategic decisions may also apply if they are approved by the Board. Core EPS: Core Earnings per share (non-GAAP), which is calculated using the aggregate GAAP earnings per share adjusted to exclude Net Pension/OPEB credits and Signal Peak earnings impact, and other special items that are consistent with the Company’s non-GAAP external reporting. Results for 2025 include the following: in addition to the special items that adjust Core GAAP earnings to Core Earnings as reported externally, the impacts of unforeseen accounting and legislative or regulatory changes are included as adjustments. Other strategic decisions may also apply if they are approved by the Board. 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. DART cases exclude fatal and medical treatment only injuries. 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 Committee reasonably and in good faith. Employee Engagement Survey: Measures employee perception of our Company culture represented by the average percentage of “agree” and “strongly agree” responses by employees below the supervisor level to select questions from the Employee Engagement Survey. 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 and benchmarking against industry peers. 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, and where there is a discernible effect on the environment. 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.

  121. CD&A Glossary of Terms

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  122. CD&A Glossary of Terms

    Operations Index: Metric made up of the following five components, weighted equally (refer to each component for a separate definition): SAIDI; 2. TOF; 3. ECR Score; 4. Environmental Excursions and NOVs; and 5. Reg Gen EFOR. 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.

  123. CD&A Glossary of Terms

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  124. 2025 Summary Compensation Table

    2025 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, 2025, 2024 and 2023, as applicable:

  125. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | SEC Total Without Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | | Brian X. Tierney | 2025 | $1,505,769 | $— | $9,406,196 | $2,394,000 | $115,314 | $31,280 | $13,452,559 | $13,337,245 | | Board Chair, | 2024 | $1,511,539 | $— | $10,197,274 | $— | $186,854 | $37,867 | $11,933,534 | $11,746,680 | | President & CEO | 2023 | $876,923 | $1,500,000 | $22,267,685 | $1,573,767 | $49,154 | $185,087 | $26,452,616 | $26,403,462 | | K. Jon Taylor | 2025 | $878,365 | $— | $2,611,062 | $837,900 | $441,988 | $24,496 | $4,793,811 | $4,351,823 | | 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 | | A. Wade Smith | 2025 | $762,923 | $— | $1,744,550 | $646,912 | $55,524 | $23,202 | $3,233,111 | $3,177,587 | | 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 | 2025 | $763,412 | $— | $1,583,558 | $611,667 | $67,944 | $26,822 | $3,053,403 | $2,985,459 | | SVP & Chief Legal | 2024 | $735,616 | $— | $1,634,879 | $— | $108,238 | $14,775 | $2,493,508 | $2,385,270 | | Officer | 2023 | $725,154 | $— | $1,539,342 | $653,162 | $89,494 | $18,484 | $3,025,635 | $2,936,141 | | Toby L. Thomas | 2025 | $627,462 | $— | $1,243,706 | $469,224 | $39,528 | $15,315 | $2,395,235 | $2,355,707 | | Chief Operating | 2024 | $604,615 | $— | $1,284,022 | $— | $36,301 | $165,918 | $2,090,856 | $2,054,555 | | Officer | 2023 | $50,769 | $250,000 | $1,957,547 | $— | $1,662 | $21,193 | $2,281,172 | $2,279,510 |

  126. 2025 Summary Compensation Table

    (1) The amounts set forth in the “Stock Awards” column for 2025 represent grants of performance-adjusted RSUs and time-based RSUs, made under the 2020 ICP at the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 “Stock Compensation” and are based on target amounts. The assumptions used in determining values for 2025 are reflected in Note 5 of the Notes to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2026. The grant date fair value at the maximum payout level for each of the NEOs for the 2025 LTIP awards would be as follows: Mr. Tierney: $14,717,379; Mr. Taylor: $4,084,607; Mr. Smith: $2,729,074; Mr. Park: $2,477,227; and Mr. Thomas: $1,945,580. The value of these awards are not payable to the NEO, if at all, until the vesting date or other qualifying event shown in the Outstanding Equity Awards at Fiscal Year-End 2025 table or the 2025 Post-Termination Compensation and Benefits table described later in this proxy statement. (2) The amounts set forth in the "Non-Equity Incentive Plan Compensation" column for 2025 were earned under the 2025 STIP and paid in the first quarter of 2026. (3) The amounts set forth in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2025 reflect the aggregate increase in actuarial value to the NEOs of all defined benefit and actuarial plans (including supplemental plans) accrued during the year and above-market earnings on nonqualified deferred compensation. The disclosure assumes 5.59% (qualified pension), 5.41% (nonqualified supplemental pension) and 4.37% (nonqualified cash balance restoration plan) are the discount rates for the present value obligation calculations. The change in values for the pension plans for 2025 are as follows: Mr. Tierney: $115,314; Mr. Taylor: $388,492; Mr. Smith: $55,524; Mr. Park: $67,944; and Mr. Thomas: $39,068. The change in pension value is heavily dependent on the discount rate and mortality assumptions and does not represent the actual value of the change in pension benefit accrued by the NEO during the year. The formula used to determine the above market earnings equals 2025 total interest multiplied by the difference between 120% of the Long-Term Applicable Federal Rate (AFR) and the plan rate and divided by the plan rate. The above market earnings on nonqualified deferred compensation for 2025 are as follows: Mr. Taylor: $53,496; and Mr. Thomas: $460.

  127. 2025 Summary Compensation Table

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  128. 2025 Summary Compensation Table

    (4) The following table sets forth detail about the amounts for 2025 in the “All Other Compensation” column and includes compensation not required to be included in any other column:

  129. 2025 Summary Compensation Table

    | Name | 401(k) Employer Contributions ($) (a) | Health Care Employer Contributions ($) (b) | Charitable Matching ($) (c) | Group Personal Excess Liability ($) (d) | Life Insurance ($) (e) | Personal Aircraft Usage ($) (f) | Executive Wealth Services ($) (g) | Executive Physical Services ($) (g) | Total ($) | | Brian X. Tierney | $9,808 | $1,000 | $5,000 | $2,912 | $2,142 | $6,114 | $— | $4,304 | $31,280 | | K. Jon Taylor | $9,765 | $1,000 | $— | $2,912 | $1,250 | $9,569 | $— | $— | $24,496 | | A. Wade Smith | $10,139 | $1,000 | $— | $2,912 | $1,085 | $— | $8,066 | $— | $23,202 | | Hyun Park | $6,845 | $1,000 | $5,000 | $2,912 | $1,095 | $— | $8,066 | $1,904 | $26,822 | | Toby L. Thomas | $10,503 | $1,000 | $— | $2,912 | $900 | $— | $— | $— | $15,315 |

  130. 2025 Summary Compensation Table

    a) The value of matching Company contributions under the FirstEnergy Corp. Savings Plan. b) The value of Company contributions to the NEOs’ Health Savings Accounts or FirstEnergy Corp. Savings Plan or cash. c) The value of charitable matching contributions for 2025. The Company provides a dollar-for-dollar match, up to $5,000 annually, of employee contributions to qualified nonprofit organizations and educational institutions. d) Premiums for all NEOs covered under the group personal excess liability insurance policy in 2025. e) Employer cost for basic life insurance premiums in 2025. f) The value of the personal use of corporate aircraft is calculated based on the aggregate variable operating costs to the Company, including fuel costs, trip-related maintenance, universal weather-monitoring costs, on-board catering, landing/ramp fees, and other miscellaneous variable costs. Fixed costs that do not change based on usage, such as pilots’ salaries, the amortized costs of the aircraft, and the cost of maintenance not related to trips are excluded. NEOs’ spouses and immediate family members may accompany NEOs on Company aircraft using unoccupied space on business flights that were already scheduled, and the Company incurs no aggregate incremental cost in connection with such use. g) Effective for 2025, the Committee approved executive wealth and executive physical services perquisite. The value shown in this column represents the cost to the Company for any NEO who utilized these benefits and was prorated for use during 2025, where applicable. These services are treated as imputed income and applicable taxes are deducted from the participating NEO's paycheck. (5) The amounts set forth in the “SEC Total Without Change In Pension Value and Nonqualified Deferred Compensation Earnings” column differ substantially from, and are not a substitute for, the amounts required to be reported in the Total column pursuant to SEC regulations. We are presenting this supplemental column to illustrate how the Committee views the annual compensation elements for the NEOs. The column adjusts the amount reported in the Total column, as determined under applicable SEC rules, by subtracting the value reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column to show how year-over-year changes in these values impact total compensation. The change in pension value amount reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column does not reflect current compensation and represents the present value of an estimated stream of payments to be made following retirement. The methodology used to report the change in pension value under applicable accounting rules is sensitive to external variables such as assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that do not relate to the Company’s performance and are outside of the control of the Committee.

  131. 2025 Summary Compensation Table

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  132. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table summarizes the stock awards granted to our NEOs during 2025 as well as threshold, target and maximum amounts payable under the 2025 STIP and LTIP programs.

  133. Grants of Plan-Based Awards in Fiscal Year 2025

    | | Grant/Payout | Grant | Board Action | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Type | Date(1) | Date(2) | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units(5) | Awards(6) | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | | STIP | — | — | $703,125 | $2,250,000 | $4,500,000 | — | — | — | — | — | | Brian X. Tierney | 2025 Time-Based RSUs | 3/19/25 | 3/19/25 | — | — | — | — | — | — | 103,110 | $4,095,014 | | | 2025 Performance-Adjusted RSUs | 3/19/25 | 3/19/25 | — | — | — | 38,714 | 154,854 | 309,708 | — | $5,311,182 | | | STIP | — | — | $246,094 | $787,500 | $1,575,000 | — | — | — | — | — | | K. Jon Taylor | 2025 Time-Based RSUs | 3/19/25 | 3/19/25 | — | — | — | — | — | — | 28,642 | $1,137,517 | | | 2025 Performance-Adjusted RSUs | 3/19/25 | 3/19/25 | — | — | — | 10,741 | 42,963 | 85,926 | — | $1,473,545 | | | STIP | — | — | $190,000 | $608,000 | $1,216,000 | — | — | — | — | — | | A. Wade Smith | 2025 Time-Based RSUs | 3/19/25 | 3/19/25 | — | — | — | — | — | — | 19,137 | $760,026 | | | 2025 Performance-Adjusted RSUs | 3/19/25 | 3/19/25 | — | — | — | 7,176 | 28,705 | 57,410 | — | $984,524 | | | STIP | — | — | $179,648 | $574,875 | $1,149,750 | — | — | — | — | — | | Hyun Park | 2025 Time-Based RSUs | 3/19/25 | 3/19/25 | — | — | — | — | — | — | 17,371 | $689,889 | | | 2025 Performance-Adjusted RSUs | 3/19/25 | 3/19/25 | — | — | — | 6,514 | 26,056 | 52,112 | — | $893,669 | | | STIP | — | — | $137,813 | $441,000 | $882,000 | — | — | — | — | — | | Toby L. Thomas | 2025 Time-Based RSUs | 3/19/25 | 3/19/25 | — | — | — | — | — | — | 13,643 | $541,832 | | | 2025 Performance-Adjusted RSUs | 3/19/25 | 3/19/25 | — | — | — | 5,116 | 20,464 | 40,928 | — | $701,874 |

  134. Grants of Plan-Based Awards in Fiscal Year 2025

    (1) In accordance with FASB ASC Topic 718, the effective grant date for the 2025 performance-adjusted and time-based RSUs granted under the 2025 LTIP is March 19, 2025. (2) In accordance with SEC rules, the dates set forth in the “Board Action Date” column for these awards represent the date your Board took action to grant the awards. (3) The amounts set forth in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” columns reflect the potential payouts for each NEO under the 2025 STIP based upon the achievement of KPIs described in the CD&A. The amounts reported in this column were calculated using annualized STIP target opportunity levels as a percent of base salary. (4) The amounts set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns reflect the threshold, target and maximum potential payouts for each NEO for the performance-adjusted RSUs granted under the 2025 LTIP, based upon the achievement of the performance measures described in the CD&A. The target amounts are reported in the Stock Awards column of the Summary Compensation Table. If the threshold level of performance is not achieved for the performance-adjusted RSUs, no payout will be made. (5) The amounts set forth in this column reflect the time-based RSUs granted to each NEO under the 2025 LTIP. (6) The grant date fair value was computed in accordance with FASB ASC Topic 718 and is also reported in the “Stock Awards” column of the Summary Compensation Table. The performance-adjusted RSUs component is valued based on a Monte-Carlo simulation of $38.246 for the Core EPS portion of the 2025 performance-adjusted RSUs and $26.966 for the Relative TSR portion of the 2025 performance-adjusted RSUs. The time-based RSUs component is valued based on the average high and low stock price of $39.715 on the date of grants.

  135. Grants of Plan-Based Awards in Fiscal Year 2025

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  136. Performance-Adjusted and Time-Based RSUs

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  137. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table summarizes the outstanding equity award holdings of our NEOs as of December 31, 2025:

  138. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Stock Awards | | | | | | | Name | Grant Type(1) | Number of Shares or Units of Stock That Have Not Vested (#)(2)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Grant Type(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Brian X. Tierney | Restricted Stock (6) | 74,776 | $3,347,734 | 2024 Performance-Adjusted RSUs – Stock-Based | 202,354 | $9,059,389 | | | 2023 Performance-Adjusted RSUs – Stock-Based | 151,951 | $6,802,846 | 2024 Performance-Adjusted RSUs – Cash-Based | 100,733 | $4,509,816 | | | 2023 Performance-Adjusted RSUs – Cash-Based | 75,643 | $3,386,537 | 2025 Performance-Adjusted RSUs | 159,600 | $7,145,292 | | | | | | 2025 Time-Based RSUs | 106,270 | $4,757,708 | | K. Jon Taylor | Restricted Stock (7) | 43,192 | $1,933,695 | 2024 Performance-Adjusted RSUs – Stock-Based | 56,173 | $2,514,865 | | | 2023 Performance-Adjusted RSUs – Stock-Based | 44,300 | $1,983,311 | 2024 Performance-Adjusted RSUs – Cash-Based | 27,957 | $1,251,635 | | | 2023 Performance-Adjusted RSUs – Cash-Based | 22,048 | $987,089 | 2025 Performance-Adjusted RSUs | 44,280 | $1,982,416 | | | | | | 2025 Time-Based RSUs | 29,520 | $1,321,610 | | A. Wade Smith | Restricted Stock (8) | 33,871 | $1,516,424 | 2024 Performance-Adjusted RSUs – Stock-Based | 37,549 | $1,681,069 | | | 2023 Performance-Adjusted RSUs – Stock-Based | 22,657 | $1,014,354 | 2024 Performance-Adjusted RSUs – Cash-Based | 18,662 | $835,498 | | | 2023 Performance-Adjusted RSUs – Cash-Based | 11,261 | $504,155 | 2025 Performance-Adjusted RSUs | 29,585 | $1,324,520 | | | | | | 2025 Time-Based RSUs | 19,724 | $883,043 | | Hyun Park | 2023 Performance-Adjusted RSUs – Stock-Based | 25,548 | $1,143,784 | 2024 Performance-Adjusted RSUs – Stock-Based | 32,396 | $1,450,369 | | | 2023 Performance-Adjusted RSUs – Cash-Based | 12,774 | $571,892 | 2024 Performance-Adjusted RSUs – Cash-Based | 16,198 | $725,184 | | | | | | 2025 Performance-Adjusted RSUs | 26,855 | $1,202,298 | | | | | | 2025 Time-Based RSUs | 17,904 | $801,562 | | Toby L. Thomas | 2023 Performance-Adjusted RSUs – Stock-Based | 15,927 | $713,052 | 2024 Performance-Adjusted RSUs – Stock-Based | 25,384 | $1,136,442 | | | 2023 Performance-Adjusted RSUs – Cash-Based | 8,019 | $359,011 | 2024 Performance-Adjusted RSUs – Cash-Based | 12,781 | $572,205 | | | | | | 2025 Performance-Adjusted RSUs | 21,092 | $944,289 | | | | | | 2025 Time-Based RSUs | 14,062 | $629,556 |

  139. Outstanding Equity Awards at Fiscal Year-End 2025

    (1) The awards set forth in the “Grant Type” columns of this table include time-based restricted stock awards, performance-adjusted RSUs and time-based RSUs. Performance-adjusted RSUs generally will vest, in whole or in part, or be forfeited at the end of a three-year performance period to the extent certified by the Committee and independent members of your Board, as further described in the CD&A and Grants of Plan-Based Awards narrative section of this proxy statement. Time-based RSUs will vest, in whole, assuming continuous service. Assuming that the underlying performance conditions are met, the vesting dates for the performance-adjusted RSUs are as follows: 2023 performance-adjusted RSUs – stock-based and cash-based (March 1, 2026); 2024 performance-adjusted RSUs – stock-based and cash-based (March 1, 2027); and 2025 performance-adjusted RSUs and time-based RSUs (March 1, 2028).

  140. Outstanding Equity Awards at Fiscal Year-End 2025

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  141. Outstanding Equity Awards at Fiscal Year-End 2025

    (2) The 2023 performance-adjusted RSUs (stock-based and cash-based) included in this column are deemed to be earned because the performance condition has been achieved, but such performance-adjusted RSUs had not vested as of December 31, 2025. The number of shares set forth in this column is based on actual performance of 81% for the 2023 performance-adjusted RSUs (stock-based and cash-based). (3) The number of shares set forth in both the “Number of Shares or Units of Stock That Have Not Vested” and the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” columns include all dividends or dividend equivalents earned and reinvested through December 31, 2025, rounded up to the nearest whole unit or share. (4) The values set forth in both the “Market Value of Shares or Units of Stock That Have Not Vested” and the “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” columns are determined by multiplying the number of shares or units by our common stock closing price of $44.77 on December 31, 2025. (5) Stock awards in this column include unearned performance-adjusted RSUs (at the target amount) for which the performance period has not ended. (6) Mr. Tierney’s restricted stock award was granted on June 1, 2023, to help replace the economically equivalent value he forfeited from his previous employer and vests in equal amounts over a four-year period from the date of grant. (7) Mr. Taylor’s restricted stock award was granted on March 1, 2023, to recognize exceptional performance and criticality of his role and vests over a four-year period with 25% of the award vesting after two years from the date of grant, another 25% vesting after a third year, and the remaining amount vesting after the fourth year. (8) Mr. Smith’s restricted stock award was granted on December 18, 2023, to help replace the economically equivalent value he forfeited from his previous employer and vests in equal amounts over a three-year period from the date of grant.

  142. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table summarizes the vesting of stock awards held by our NEOs during 2025.

  143. Option Exercises and Stock Vested in 2025

    | | | Stock Awards | | | Name | Award Type | Number of Shares Acquired on Vesting (#)(1)(2) | Value Realized on Vesting ($)(3) | | Brian X. Tierney | 2022 Performance-Adjusted RSUs (stock-based) | 133,587 | $5,123,729 | | | 2022 Performance-Adjusted RSUs (cash-based) | — | — | | | Restricted Stock Award | 36,659 | $1,530,538 | | K. Jon Taylor(4) | 2022 Performance-Adjusted RSUs (stock-based) | 27,459 | $1,053,190 | | | 2022 Performance-Adjusted RSUs (cash-based) | — | $523,425 | | | Restricted Stock Award | 13,967 | $535,724 | | A. Wade Smith | 2022 Performance-Adjusted RSUs (stock-based) | 17,380 | $666,610 | | | 2022 Performance-Adjusted RSUs (cash-based) | — | — | | | Restricted Stock Award | 33,861 | $1,511,415 | | Hyun Park | 2022 Performance-Adjusted RSUs (stock-based) | 21,993 | $843,542 | | | 2022 Performance-Adjusted RSUs (cash-based) | — | $421,760 | | Toby L. Thomas(4) | 2022 Performance-Adjusted RSUs (stock-based) | 12,621 | $484,078 | | | 2022 Performance-Adjusted RSUs (cash-based) | — | — | | | Restricted Stock Award | 2,945 | $139,601 |

  144. Option Exercises and Stock Vested in 2025

    (1) For all NEOs, the number of shares set forth in the “Number of Shares Acquired on Vesting” column reflect the number of 2022 performance-adjusted RSUs (settled in stock), which vested on March 1, 2025. The number of shares includes dividend equivalent units earned and reinvested through the vesting date. (2) The number of units from the 2022 performance-adjusted RSUs (settled in cash), which vested on March 1, 2025 are as follows: Mr. Taylor: 13,646.846; and Mr. Park: 10,996.230. The number of units includes dividend equivalent units earned and reinvested through the vesting date. Upon their hires in 2023, Messrs. Tierney, Smith, and Thomas were granted prorated stock-based performance-adjusted RSUs for the 2022-2024 LTIP cycle. They were not granted cash-based performance-adjusted RSUs. (3) The amounts set forth in the “Value Realized on Vesting” column are based on the average high/low stock price on the vesting date, which was $38.355 for the 2022 performance-adjusted RSUs, $41.75 for Mr. Tierney's restricted stock award vested on June 1, 2025, $38.355 for Mr. Taylor's restricted stock award vested on March 6, 2025; $44.635 for Mr. Smith's restricted stock award vested on December 18, 2025 and $47.39 for Mr. Thomas' restricted stock award vested on November 30, 2025. The 2022 performance-adjusted RSUs for all NEOs were paid at 77% of target. The values of the restricted stock awards also include fractional shares paid in cash. (4) The amounts include certain stock-based 2022 performance-adjusted RSUs that were deferred under the EDCP pursuant to a prior election as follows: Mr. Taylor: 13,730 shares and $526,614; and Mr. Thomas: 10,728 shares and $411,472.

  145. Option Exercises and Stock Vested in 2025

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  146. Pension Benefits as of December 31, 2025

    Pension Benefits as of December 31, 2025 The following table provides information regarding the pension benefits of our NEOs as of December 31, 2025:

  147. Pension Benefits as of December 31, 2025

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Brian X. Tierney (2) | Qualified Plan | 2.5 | $67,791 | — | | | Nonqualified (Supplemental) Plan | | N/A | — | | | Nonqualified (Cash Balance Restoration Plan) | 2.5 | $283,531 | — | | | Total | | $351,322 | — | | K. Jon Taylor | Qualified Plan | 16.3 | $490,853 | — | | | Nonqualified (Supplemental) Plan | 16.3 | $1,997,705 | — | | | Nonqualified (Cash Balance Restoration Plan) | | N/A | — | | | Total | | $2,488,558 | — | | A. Wade Smith (2) | Qualified Plan | 2.0 | $49,705 | — | | | Nonqualified (Supplemental) Plan | | N/A | — | | | Nonqualified (Cash Balance Restoration Plan) | 2.0 | $59,019 | — | | | Total | | $108,724 | — | | Hyun Park (2) | Qualified Plan | 4.9 | $123,052 | — | | | Nonqualified (Supplemental) Plan | | N/A | — | | | Nonqualified (Cash Balance Restoration Plan) | 4.9 | $284,242 | — | | | Total | | $407,294 | — | | Toby L. Thomas (2) | Qualified Plan | 2.1 | $44,424 | — | | | Nonqualified (Supplemental) Plan | | N/A | — | | | Nonqualified (Cash Balance Restoration Plan) | 2.1 | $32,388 | — | | | Total | | $76,812 | — |

  148. Pension Benefits as of December 31, 2025

    (1) The amounts set forth in the “Present Value of Accumulated Benefit” column are determined as of December 31, 2025, using the assumptions used for financial reporting purposes set forth in Note 4 of the Notes to Consolidated Financial Statements contained in our 2025 Form 10-K. (2) As of December 31, 2025, Messrs. Tierney, Smith, and Thomas are not vested in their pension benefits. In recognition of Mr. Park’s extensive legal and energy sector expertise and in order to incentivize Mr. Park to join the Company as well as encourage retention, Mr. Park will be provided an additional credit of $275,000 into the Cash Balance Restoration Plan after five years of continuous employment effective on January 11, 2026.

  149. Pension Benefits

    Pension Benefits

  150. Qualified and Nonqualified Plans

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  151. Qualified and Nonqualified Plans

    Traditional Supplemental Pension Plan: The traditional supplemental plan provided under the EDCP provides a benefit based upon the formula used in the qualified plan for pre-2014 hires but is calculated using all pensionable earnings without the restrictions of federal and certain plan limits. Based on the applicable formula of the plan under which the NEO is a participant, the retirement benefit from the qualified and nonqualified plans for pre-2014 hires will be the benefit determined using one or more of the following three formulas: Career Earnings Benefit Formula: A fixed (2.125%) factor is applied to the executive’s total career earnings to determine the accrued (age 65) career earnings benefit. Pensionable earnings under the career earnings formula generally include base salary, annual incentive awards and other similar compensation. 2. Adjusted Highest Average Monthly Base Earnings Benefit Formula: The benefit is equal to the sum of A and B where A is the highest average monthly base earnings (“HAMBE”) times the sum of: ▪ 1.58% times the first 20 years of benefit service ▪ 1.18% times the next 10 years of benefit service ▪ 0.78% times the next 5 years of benefit service ▪ 1.10% times each year of benefit service in excess of 35 years and B is an amount equal to 0.32% times number of years of service (up to 35 years) times the difference between the HAMBE and the lesser of 150% of covered compensation or the Social Security Wage Base, except that B cannot be less than zero. The HAMBE for the qualified plan are the highest 48 consecutive months of base earnings the executive had in the 120 months immediately preceding retirement or other termination of employment. Pensionable earnings under the qualified plan HAMBE formula generally include base salary and deferred compensation of base salary after 2004. The pensionable earnings under the nonqualified plan HAMBE formula are the same as the qualified plan described above except that deferred compensation of base salary excluded under the qualified plan and annual incentive awards that are paid or deferred are included. Covered compensation represents the average (without indexing) Social Security Taxable Wage Base in effect for each calendar year during the 35-year period that ends when the executive reaches the Social Security normal retirement age. 3. Final Average Total Pay (“FATP”) Formula: The pension benefit under FATP is calculated by determining the HAMBE, multiplying this amount by a fixed factor (1.2%) and then multiplying it by the number of years of Benefit Service at the time of separation or retirement. This amount is then divided by 12 to determine the accrued and vested monthly pension benefit amount. Under the Master Pension Plan provisions for pre-2014 hires, normal retirement is at age 65 and the completion of five years of eligibility service. The earliest retirement is at age 55 if the employee has at least 10 years of eligibility service. Mr. Taylor will become eligible when he turns 55 in 2028, and subject to the FATP early retirement reduction table. The earliest retirement age without reduction for the qualified plan is age 60 with the exception of those covered under the FATP plan. The earliest retirement age without reduction for FATP is age 62.

  152. Early Retirement Reduction Table

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  153. FATP Early Retirement Reduction Table

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  154. Nonqualified Deferred Compensation as of December 31, 2025

    Nonqualified Deferred Compensation as of December 31, 2025 The following table summarizes nonqualified deferred compensation earned or contributed by or on behalf of our NEOs during 2025.

  155. Nonqualified Deferred Compensation as of December 31, 2025

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Brian X. Tierney | $— | $— | $— | $— | $— | | K. Jon Taylor | $1,327,678 | $— | $1,155,396 | $— | $8,707,590 | | A. Wade Smith | $— | $— | $— | $— | $— | | Hyun Park | $— | $— | $— | $— | $— | | Toby L. Thomas | $1,046,591 | $— | $84,367 | $— | $508,237 |

  156. Nonqualified Deferred Compensation as of December 31, 2025

    (1) The amount set forth in the “Executive Contributions in Last FY” column for Mr. Taylor includes the deferral of: (a) 2025 base salary in the amount of $105,014; (b) 2025 STIP deferred in the amount of $83,790 and (c) 2023-2025 performance-adjusted stock-based RSUs deferred in the amount of $1,138,874. The amount for Mr. Thomas includes the deferral of: (a) 2023-2025 performance-adjusted stock-based RSUs deferred in the amount of $696,149 and (b) 2023-2025 performance-adjusted cash-based RSUs in the amount of $350,442. The base salary deferral amounts are also included in the Salary column of the current year Summary Compensation Table. (2) The compounded annual rate of return was 8.45% on pre-2013 retirement accounts, and 6.45% on the retirement accounts in 2013 and thereafter. The compounded annual rate of return on stock accounts was 17.3%, which includes dividends. The amounts set forth in the Aggregate Earnings in Last FY column include above-market earnings which have been reported in the Summary Compensation Table for 2025 as follows: Mr. Taylor: $53,496; and Mr. Thomas: $460. (3) The amounts set forth in the “Aggregate Balance at Last FYE” column include amounts reported in the Summary Compensation Tables in prior years as follows: Mr. Taylor: $3,028,227; and Mr. Thomas: $13,197. Messrs. Tierney, Smith and Park did not have an outstanding balance as of December 31, 2025.

  157. EDCP

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  158. EDCP

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  159. 2025 Post-Termination Compensation and Benefits

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  160. Retirement/Voluntary Termination

    Retirement/Voluntary Termination In the event of a NEO’s retirement, the NEO’s outstanding equity awards would be prorated and vest based on actual performance as described in the 2025 Post-Termination Compensation and Benefits table above and quantified in the LTIP and Other Award Payments Under Termination table below. Messrs. Tierney, Taylor, Smith, Park and Thomas are not yet retirement eligible as of December 31, 2025, and their outstanding equity awards would be forfeited in the event of a voluntary termination. Retirement eligibility is defined as at least age 55 and five years of service upon an employee's termination date for all LTIP cycles beginning with the 2024-2026 cycle. For the 2023-2025 LTIP cycle, retirement eligibility is defined as at least age 55 and ten years of service upon an employee's termination date. The present value of the qualified plan, nonqualified supplemental plan, and the Cash Balance Restoration Plan benefits as shown in the Pension Benefits table reflects commencement of retirement benefits at the NEOs’ earliest age necessary to receive pension benefits without reduction. Mr. Taylor is entitled to accrued and vested qualified plan and nonqualified supplemental plan benefits as shown in the Pension Benefits table, which cannot be commenced until he meets the age requirement. Mr. Park is a vested cash-balance participant and will have the option to defer or immediately commence his pension benefit upon separation from service. Messrs. Tierney, Smith and Thomas were not yet vested in the qualified plan and Cash Balance Restoration Plan as of December 31, 2025.

  161. Retirement/Voluntary Termination

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  162. LTIP and Other Award Payments Under Termination

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  163. 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 Committee annually reviews the internal pay ratio between our CEO’s total compensation and that for other NEOs and all non-executive employees. For 2025, the Committee elected to use the same median employee that was originally identified in 2024 to calculate our 2025 pay ratio calculation, as there has been no significant changes to our employee population or employee compensation arrangements in the last fiscal year that we believe would have a significant impact on our pay ratio disclosure. 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 2025 using the same calculation method as in the Summary Compensation Table, which resulted in median employee annual compensation of $160,003. As shown on the Summary Compensation Table, in 2025, Mr. Tierney’s CEO Compensation was $13,452,559. As a result, we estimate that the ratio of CEO annualized total compensation to median employee annual total compensation for 2025 is approximately 84:1. 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.

  164. Pay Versus Performance

    Pay Versus Performance The following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2025 for this Proxy Statement’s NEOs, as well as our NEOs from our 2024, 2023, 2022 and 2021 Proxy Statements (each of 2021, 2022, 2023, 2024 and 2025, 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: ▪ 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; 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

  165. Pay Versus Performance

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  166. Pay Versus Performance

    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 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. Due to the use and weighting of the Core Earnings performance measure in our STIP for 2025, we have determined that, pursuant to the SEC’s PVP rules, Core Earnings should be designated as the “Company-Selected Measure” for the years 2021 through 2025 and to be included in the far right column of the PVP Table below. We believe it is the most important financial measure that demonstrates how we sought to link executive pay to performance for 2025.

  167. Pay Versus Performance

    | Pay Versus Performance Table (1) | | | | | | | | | | | | | | | SCT Total for PEO | SCT Total for PEO | SCT Total for PEO | Compen- sation Actually Paid to PEO | Compen- sation Actually Paid to PEO | Compen- sation Actually Paid to PEO | Average Summary Compen- sation Table Total for Non-PEO Named Executive | Average Compen- sation Actually Paid to Non- PEO Named Executive | Value of Initial Fixed $100 Investment Based On: | | Net Income | Core | | Year | Strah | Somerhalder | Tierney | Strah | Somerhalder | Tierney | Officers | Officers | FE TSR | EEI TSR | (GAAP) | Earnings | | (a) | (b) | (b) | (b) | (c)(2) | (c)(2) | (c)(2) | (d) | (e)(2) | (f)(3) | (g)(4) | (h) | (i)(5)(6) | | 2025 | n/a | n/a | $13,448,255 | n/a | n/a | $17,913,372 | $3,368,414 | $4,292,665 | $179.80 | $143.83 | $1,271 | $1,471 | | 2024 | n/a | n/a | $11,933,534 | n/a | n/a | $10,727,173 | $2,931,354 | $2,404,744 | $153.27 | $128.82 | $1,127 | $1,365 | | 2023 | n/a | $4,497,007 | $26,452,616 | n/a | $4,847,129 | $30,948,304 | $4,478,599 | $3,468,502 | $135.42 | $108.16 | $1,176 | $1,263 | | 2022 | $9,268,371 | $3,663,808 | n/a | $4,461,489 | $3,931,015 | n/a | $3,195,262 | $3,846,919 | $148.45 | $118.47 | $439 | $1,020 | | 2021 | $10,714,062 | n/a | n/a | $11,432,150 | n/a | n/a | $4,368,522 | $5,296,905 | $141.67 | $117.12 | $1,283 | $1,145 |

  168. Pay Versus Performance

    (1) The tables below summarize our principal executive officer(s) (“PEOs”) and non-PEOs for 2021 to 2025 (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):

  169. Pay Versus Performance

    | PEO 2021-2025 | | | | 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 |

  170. Pay Versus Performance

    | Non-PEO Named Executive Officers 2021-2025 | | | | | | | Name | 2021 | 2022 | 2023 | 2024 | 2025 | | A. Wade Smith | | |  |  |  | | Toby L. Thomas | | |  |  |  | | John W. Somerhalder II |  | |  | | | | K. Jon Taylor |  |  |  |  |  | | Samuel L. Belcher |  |  |  | | | | Hyun Park |  |  |  |  |  | | Christine L. Walker | |  | |  | | | Robert P. Reffner |  | | | | |

  171. Pay Versus Performance

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  172. 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:

  173. Pay Versus Performance

    | Item and Value Added (Deducted) | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total for Mr. Strah | N/A | N/A | N/A | $9,268,371 | $10,714,062 | | - change in actuarial present value of pension benefits | | | | ($691,253) | ($1,869,542) | | + service cost of pension benefits | | | | $348,485 | $255,941 | | + prior service cost of pension benefits | | | | N/A | N/A | | - SCT Stock Awards column value | | | | ($6,601,055) | ($5,755,252) | | - SCT Option Awards column value | | | | N/A | N/A | | + year-end fair value of outstanding equity awards granted in covered year | | | | $1,158,750 | $6,567,574 | | +/- change in fair value of outstanding equity awards granted in prior years | | | | $511,316 | $940,309 | | + 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 | | | | $466,876 | $579,058 | | - 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. Strah | N/A | N/A | | $4,461,489 | $11,432,150 |

  174. Pay Versus Performance

    | Item and Value Added (Deducted) | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total for Mr. Somerhalder | N/A | N/A | $4,497,007 | $3,663,808 | 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 | N/A | $4,847,129 | $3,931,015 | N/A |

  175. Pay Versus Performance

    | Item and Value Added (Deducted) | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total for Mr. Tierney | $13,448,255 | $11,933,534 | $26,452,616 | N/A | N/A | | - change in actuarial present value of pension benefits | $(115,314) | $(186,854) | $(49,154) | | | | + service cost of pension benefits | $234,532 | $95,024 | N/A | | | | + prior service cost of pension benefits | N/A | N/A | N/A | | | | - SCT Stock Awards column value | $(9,406,196) | $(10,197,274) | $(22,267,685) | | | | - SCT Option Awards column value | N/A | N/A | N/A | | | | + year-end fair value of outstanding equity awards granted in covered year | $11,647,071 | $10,525,290 | $26,812,527 | | | | +/- change in fair value of outstanding equity awards granted in prior years | $2,437,937 | $(188,226) | N/A | | | | + 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 | $(332,913) | $(1,254,321) | N/A | | | | - 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. Tierney | $17,913,372 | $10,727,173 | $30,948,304 | N/A | N/A |

  176. Pay Versus Performance

    | Item and Value Added (Deducted) | 2025 | 2024 | 2023 | 2022 | 2021 | | Average SCT Total for Non-PEO Named Executive Officers | $3,368,414 | $2,931,354 | $4,478,599 | $3,195,262 | $4,368,522 | | - change in actuarial present value of pension benefits | $(137,757) | $(135,798) | $(209,411) | $(24,686) | $(136,884) | | + service cost of pension benefits | $103,069 | $96,470 | $95,864 | $146,164 | $75,895 | | + prior service cost of pension benefits | N/A | N/A | N/A | N/A | N/A | | - SCT Stock Awards column value | $(1,795,719) | $(1,681,249) | $(3,119,704) | $(1,515,633) | $(2,293,441) | | - 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 | $2,223,447 | $1,599,222 | $2,753,339 | $1,601,589 | $2,791,195 | | +/- change in fair value of outstanding equity awards granted in prior years | $568,448 | $50,274 | $(534,263) | $244,735 | $334,706 | | + 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 | $(37,236) | $(455,530) | $120,922 | $199,488 | $156,913 | | - prior year-end fair value of prior year equity awards forfeited in covered year | $0 | $0 | $(116,843) | $0 | $0 | | + 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 | $4,292,665 | $2,404,744 | $3,468,502 | $3,846,919 | $5,296,905 |

  177. 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, 2020 ($30.61 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 ($44.77 per share for December 31, 2025, $39.78 per share for December 31, 2024, $36.66 per share for December 31, 2023, $41.94 per share for December 31, 2022, and $41.59 per share for December 31, 2021, divided by (b) our closing share price at the beginning of the Measurement Period ($30.61 per share). Each of

  178. Pay Versus Performance

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  179. Pay Versus Performance

    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 2025, 2024, 2023, 2022 and 2021, as applicable. Because Covered Years are presented in the table in reverse chronological 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 the years 2021-2024, for illustration purposes, Operating Earnings were converted to Core Earnings because Core Earnings was not the Company selected measure until 2025. The conversion is consistent with how Core Earnings is defined below in the following footnote. (6) For 2025, Core Earnings is disclosed in millions and is calculated using the aggregate GAAP earnings adjusted to exclude Net Pension/OPEB credits and Signal Peak earnings impact, and other special items that are consistent with the Company’s non-GAAP external reporting. Results for 2025 included the following adjustments: in addition to the special items that adjust GAAP earnings to Core Earnings as reported externally, the impacts of unforeseen accounting and legislative or regulatory changes as instituted by authoritative organizations were included as adjustments. Other strategic decisions may also apply if they are presented to and approved by the Board.

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

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  181. 2025 Tabular List

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  182. Director Compensation in Fiscal Year 2025

    Director Compensation in Fiscal Year 2025

  183. Director Compensation in Fiscal Year 2025

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Heidi L. Boyd(5) | — | $— | $— | $— | | Jana T. Croom | $120,000 | $169,913 | $— | $289,913 | | Steven J. Demetriou | $140,000 | $169,913 | $— | $309,913 | | Lisa Winston Hicks | $155,000 | $169,913 | $— | $324,913 | | Paul Kaleta | $140,000 | $169,913 | $— | $309,913 | | James F. O’Neil III | $140,000 | $169,913 | $— | $309,913 | | John W. Somerhalder II | $120,000 | $169,913 | $— | $289,913 | | Leslie M. Turner | $145,000 | $169,913 | $— | $314,913 | | Melvin D. Williams | $140,000 | $169,913 | $— | $309,913 |

  184. Director Compensation in Fiscal Year 2025

    (1) Brian X. Tierney, Board Chair, President and CEO, is excluded from this table, as he does not receive any incremental compensation for his service as Board Chair. Compensation received by Mr. Tierney for 2025 is shown in the “2025 Summary Compensation Table” above. (2) The amounts set forth in the Fees Earned or Paid in Cash column consist of fees earned in cash whether paid in cash, deferred into the FirstEnergy Corp. Deferred Compensation Plan for Outside Directors (“DDCP”) or elected to be received in stock in lieu of cash. (3) The amounts set forth in the Stock Awards column represent the equity retainer received under the FirstEnergy Corp. 2020 Incentive Compensation Plan (“2020 Incentive Plan”) in the form of shares of common stock. Each amount constitutes the aggregate grant date fair value of stock awards for fiscal 2025 calculated in accordance with “FASB” ASC Topic 718. The equity retainer is typically paid in quarterly installments. The fair value per share on the grant dates for each director listed in the table was: $40.23 on April 1, 2025; $40.26 on July 2, 2025; $45.93 on October 1, 2025; and $45.00 on January 2, 2026. Share amounts are rounded down to the nearest whole share. There were no option awards or stock awards outstanding as of December 31, 2025. (4) The amounts set forth in the “All Other Compensation” column include compensation not required to be included in any other column. No such compensation occurred in 2025. (5) Ms. Boyd did not receive compensation for their service on the Board pursuant to arrangements with Blackstone.

  185. Director Compensation in Fiscal Year 2025

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  186. 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.

  187. Share Ownership Guidelines

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  188. Other Payments or Benefits Received by Directors

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  189. Security Ownership of Management

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  190. Delinquent Section 16(a) Reports

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  191. Compensation Committee Interlocks and Insider Participation

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  192. Certain Relationships and Related Person Transactions

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  193. Certain Relationships and Related Person Transactions

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  194. Audit Committee Report

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  195. Matters Relating to the Independent Registered Public Accounting Firm

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  196. 2025 Political and Lobbying Action Plan Audit

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  197. 2025 Political and Lobbying Action Plan Audit

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  198. 2025 Political and Lobbying Action Plan Audit

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  199. Proxy Materials

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  200. Proxy Materials

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  201. Voting Matters

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  202. Voting Matters

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  203. How You Can Vote

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  204. Advance Registration Instructions

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  205. Proposals and Business by Shareholders

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  206. Proposals and Business by Shareholders

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