2025 Annual Meeting of Shareholders (the “Annual Meeting” or the “Meeting”)
| ◾ | Time and Date: 8:00 a.m. EDT on Wednesday, May 21, 2025 |
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| ◾ | Location: The Annual Meeting will be a virtual meeting of shareholders, conducted via live webcast, and will take place at: www.cesonlineservices.com/fe25_vm. Online access will begin at 7:30 a.m. EDT on May 21, 2025. |
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| ◾ | Record Date: March 25, 2025 |
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| ◾ | Voting: Shareholders of FirstEnergy Corp. common stock as of the Record Date are entitled to receive the Notice of Annual Meeting of Shareholders and they or their proxy holders may vote their shares at the Annual Meeting. |
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| ◾ | Admission: If you plan to attend the Annual Meeting, you must register in advance. Registration instructions are available in the Questions and Answers section of the accompanying Proxy Statement, under the heading, “Attending the Virtual Annual Meeting.” Shareholders may only participate online and must pre-register to vote and ask questions at the virtual Annual Meeting. |
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VOTING MATTERS
| Item 1 | | Elect the 10 nominees named in this Proxy Statement to the Board of Directors (“Board”). Refer to page 28 for more detail. | | Item 3 | | Approve, on an advisory basis, named executive officer compensation. Refer to page 30 for more detail. | |
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| ✓ | | Your Board recommends you vote FOR the election of all the nominees listed in this Proxy Statement. | | ✓ | | Your Board recommends you vote FOR this item. |
| Item 2 | | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025. Refer to page 29 for more detail. | | Item 4 | | Shareholder proposal. Refer to page 31 for more detail. | |
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| ✓ | | Your Board recommends you vote FOR this item. | | X | | Your Board recommends you vote AGAINST this item. |
| ProxySummary | CorporateGovernance & Board of Directors | Items to BeVoted On | Executive& DirectorCompensation | OtherImportantMatters / Q&A |
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HOW TO CAST YOUR VOTE
Your vote is important! Even if you plan to attend our Annual Meeting virtually, please cast your vote as soon as possible by:
| Do you hold shares directly with FirstEnergy or in the FirstEnergy Corp. Savings Plan? | |
| INTERNET | | MAIL |
| Use the internet at www.cesvote.com | | Mail by returning your proxy card/voting instruction form(1) | |
| TELEPHONE | | DURING THE MEETING |
| Call toll-free at 1-888-693-8683 | | This year’s meeting will be virtual. For details on voting your shares during the meeting, see “Questions and Answers about the Annual Meeting.” | |
| (1) If your pre-addressed envelope is misplaced, send your proxy card to Corporate Election Services, Inc., the Company’s independent proxy tabulator and Inspector of Election. The address is FirstEnergy Corp., c/o Corporate Election Services, P.O. Box 1150, Pittsburgh, PA 15230. |
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| Do you hold shares through a bank, broker or other institution (beneficial ownership)?(2) |
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| Use the internet atwww.proxyvote.com | Call toll-free at1-800-454-8683 | Mail by returning your proxycard/voting instruction form |
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| (2) Not all beneficial owners may be able vote at the web address and phone number provided above. If your control number is not recognized, please refer to your voting instruction form for specific voting instructions. |
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Please follow the instructions provided on your proxy card/voting instruction form (the “proxy card”), Notice of Internet Availability of Proxy Materials, or electronic or other communications included with your proxy materials. Shareholders as of the Record Date may attend the virtual Annual Meeting and vote if registered in advance by following the Advance Registration Instructions below. Refer to the “Questions and Answers about the Annual Meeting” section below for more details, including the Advance Registration Instructions and questions 2, 13 and 15.
If you have multiple accounts, you may receive more than one proxy card or voting instruction form and related materials. Please vote each proxy card and voting instruction form that you receive.
| ProxySummary | CorporateGovernance & Board of Directors | Items to BeVoted On | Executive& DirectorCompensation | OtherImportantMatters / Q&A |
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Your Board Nominees
The following provides summary information about each nominee standing for election to your Board. Each member stands for election annually.
Your Board nominees are highly qualified individuals and represent a balanced mix of tenure, thought, perspective, background and experiences. Your Board is periodically refreshed with the addition of candidates whom we believe bring new ideas and fresh perspectives into the boardroom.
| Heidi L. Boyd, 40 Independent Director Senior managing director of Blackstone Infrastructure Group | Jana T. Croom, 48 Independent Director Chief financial officer of Kimball Electronics, Inc. |
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| Paul Kaleta, 69 Independent Director Retired executive vice president andgeneral counsel at First Solar, Inc. | James F. O’Neil III, 66 Independent Director Former chief executive officer and vice chairman of Orbital Infrastructure Group, Inc.| Other public boards 1 |
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| Leslie M. Turner, 67 Independent Director Retired senior vice president,general counsel and corporate secretary ofThe Hershey Company| Other public boards 1 |
| ProxySummary | CorporateGovernance & Board of Directors | Items to BeVoted On | Executive& DirectorCompensation | OtherImportantMatters / Q&A |
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| Steven J. Demetriou, 66 Independent Director Executive chair of Amentum Holdings, Inc. | Other public boards 2 | Lisa Winston Hicks, 58 Independent Director Lead Independent Director of FirstEnergy Corp. Retired board chair of MV Transportation, Inc. | OUR COLLECTIVE DIRECTOR NOMINEE SKILLS |
| John W. Somerhalder II, 69 Director Former Board Chair and Interim President and Chief Executive Officer of FirstEnergy Corp. | Other public boards 1 | Brian X. Tierney, 57 Director Board Chair, President and Chief Executive Officer of FirstEnergy Corp. | |
| Melvin D. Williams, 61 Independent Director Retired president of Nicor Gas and retired senior vice president of Southern Company Gas | |
| ProxySummary | CorporateGovernance & Board of Directors | Items to BeVoted On | Executive& DirectorCompensation | OtherImportantMatters / Q&A |
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Key Board Corporate Governance Features
Your Board is committed to strong corporate governance, which we believe is important to the success of our business and in advancing shareholder interests. Highlights include:
| Independent Oversight | ◾ All directors are independent, other than our CEO and former Executive Vice Chair, who also served as interim CEO ◾ The Board’s three primary standing committees are comprised entirely of independent directors ◾ Independent directors regularly hold executive sessions without management at Board and committee meetings |
| Board & Committee Oversight | ◾ Your Board and Committees regularly review material risks facing your Company and, through the Audit Committee, oversee your Company’s enterprise risk management program and practices ◾ The Audit Committee also provides oversight of risks related to financial statements and financial controls, cybersecurity regulatory compliance, the Office of Ethics and Compliance and the Internal Audit function ◾ Through the Governance, Corporate Responsibility and Political Oversight Committee, your Board oversees corporate citizenship practices, including the Political and Lobbying Action Plan, Board governance and sustainability initiatives ◾ The Compensation Committee oversees the Company’s compensation philosophy, practices and human capital initiatives and focuses on alignment between pay and performance ◾ The Operations and Safety Oversight Committee oversees operational strategy including reliability, safety, cybersecurity risks and audits, as well as operational cybersecurity risk and environmental practices and policies |
| Shareholder Rights & Accountability | ◾ Annual election of all directors ◾ Clear, effective process for shareholders to raise concerns to your Board ◾ Majority voting standard for uncontested director elections, with an accompanying Director Resignation Policy ◾ General majority voting threshold ◾ Direct investor relations and governance engagement and outreach to shareholders ◾ Advisory vote to approve named executive officer compensation held on an annual basis, consistent with the shareholder advisory vote on frequency ◾ Shareholders may nominate directors through proxy access ◾ Shareholders of 20% or more shares outstanding and entitled to vote may call a special meeting ◾ No poison pill |
| Board Practices | ◾ The Board balances directors’ skills, experiences, and perspectives with a mix of other characteristics it deems important in building a strong, effective Board ◾ The Board is comprised of 40% female directors and 50% directors of differing gender, race and ethnicity ◾ Actively seek to include in the director nominee pool candidates of varied backgrounds, skills and experience ◾ A robust annual evaluation process, including full Board evaluation, Board committee evaluations and individual director evaluations ◾ Policy requiring directors who reach the age of 72 to tender their resignations to your Board to be effective upon acceptance by the Board ◾ Governance, Corporate Responsibility and Political Oversight Committee and full Board engage in rigorous director succession planning ◾ Extensive director orientation and continuing education ◾ Robust stock ownership guidelines ◾ Anti-Hedging and Anti-Pledging Policies |
Our corporate governance practices are described in greater detail in the “Corporate Governance and Board of Directors Information” section beginning on page 8.
| ProxySummary | CorporateGovernance & Board of Directors | Items to BeVoted On | Executive& DirectorCompensation | OtherImportantMatters / Q&A |
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Executive Compensation Highlights
Under our compensation design, the percentage of pay that is based on performance increases as the responsibilities of a Named Executive Officer (“NEO”) increase. The charts below illustrate the mix of annualized base salary, 2024 target short-term incentive program (“STIP”) and target long-term incentive program (“LTIP”) awards for our NEOs. For 2024, approximately 89% of the President and CEO’s total target annual pay and 77% of our other NEOs’ average annual target pay was variable and could be reduced to zero if performance metrics are not met at a minimum threshold level. The values shown are effective as of December 31, 2024, for the NEOs who were serving as executive officers as of December 31, 2024.
We believe that our executive compensation philosophy and practices align with the long-term interests of our shareholders and with commonly viewed best practices in the market.
Our executive compensation practices are described in greater detail in the “Executive Compensation” section of this proxy statement, beginning on page 34.
| WHAT WE DO | Pay-for-performance ◾ LTIP is performance-based and at risk, with no solely time-based vesting requirements historically ◾ STIP is at risk Threshold and caps on incentive awards: ◾ Individual STIP award payout opportunities are capped at 200% (consistent with peer companies) ◾ Individual LTIP award payout opportunities are capped at 200% (consistent with peer companies) and capped at 100% if absolute Total Shareholder Return (“TSR”) over the performance period is negative Non-overlapping financial performance measures in our STIP and LTIP Combination of absolute and relative performance goals | Robust stock ownership guidelines Two distinct clawback policies with provisions for: ◾ Financial and reputational harm, and other detrimental activity, and the ability to clawback both time-based and performance-based awards ◾ Mandatory recoupment for financial restatement applying to current and former Section 16 Officers Mitigate undue risk through compensation design, corporate policies and effective governance Annual Say-on-Pay vote Double-trigger and no gross-ups in change in control (“CIC”) provisions Compensation Committee comprised of only independent directors supported by an independent compensation consultant |
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| WHAT WE DON’T DO | No executive hedging or pledging is permitted No employment agreements No excise tax gross-up CIC provisions for our NEOs No excessive perquisites | No repricing of underwater stock options without shareholder approval (stock options are not currently used in plan design) No payment of dividend equivalents on unearned awards No payment of cash severance benefits above 2.99x base salary and target STIP |
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| ProxySummary | CorporateGovernance &Board of Directors | Items to BeVoted On | Executive& DirectorCompensation | OtherImportantMatters / Q&A |
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