Independent
Tenure on this board
2.3 yrs
9 nominees · 4 ballot items.
Elect nine directors; ratify PricewaterhouseCoopers LLP as independent auditor; approve, on an advisory basis, named executive officer compensation (Say-on-Pay); and vote on a shareholder proposal to require an independent Board Chair separate from the CEO.
Elect nine nominees named in the proxy statement to the Board of Directors to hold office until the 2027 annual meeting and until their successors are elected.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Advisory, non-binding vote to approve the compensation of FirstEnergy’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative.
This advisory Say-on-Pay proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks this non-binding approval to demonstrate shareholder support for the Company’s pay practices and to validate the compensation committee’s design and decisions, which emphasize pay-for-performance through STIP and LTIP arrangements, robust governance controls (independent committee oversight, clawbacks, anti-hedging policies), and alignment of long-term incentives with Core EPS and Relative TSR. The Compensation Committee retained an independent consultant, used blended peer benchmarking, and adjusted incentive metrics in 2025 — notably shifting from Operating EPS to Core EPS and modifying LTIP measurement where appropriate — to better reflect regulated utility performance and investor-facing metrics. Management argues the program balances short- and long-term incentives, includes caps and thresholds to mitigate excessive risk, and maintains significant performance-based pay (60% of LTIP performance-adjusted RSUs). The Board recommends a FOR vote, stating the program attracts and retains executive talent necessary for the Company’s strategy while aligning executive pay with shareholder interests and governance best practices. The advisory nature means the Board and Compensation Committee will consider the outcome when setting future compensation, but the vote does not directly change pay arrangements. Given recent adjustments (Core EPS adoption, LTIP design changes, and safety/operational KPI refinements), a FOR vote is framed as support for continued alignment between management incentives and the Company’s strategic, operational and financial goals. The Board emphasizes its ongoing shareholder engagement and commitment to review compensation practices in light of voting results and investor feedback.
Shareholder proposal asking the Board to adopt a policy requiring that the roles of Board Chair and CEO be held by two separate individuals and that the Board Chair be an independent director, with limited interim exceptions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 13.4% | 77,662,784 | $3.9B |
| 2 | STATE STREET CORP | 7.0% | 40,629,030 | $2.1B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.0% | 34,726,081 | $1.8B |
| 4 | Blackstone Inc. | 5.0% | 28,832,099 | $1.5B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 28,275,729 | $1.4B |
| 6 | BlackRock, Inc. | 4.1% | 23,743,424 | $1.2B |
| 7 | Boston Partners | 2.3% | 13,471,062 | $683M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 12,071,975 | $609M |
| 9 | BlackRock, Inc. | 2.1% | 12,028,523 | $609M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.8% | 10,194,994 | $516M |
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