FIRSTENERGY CORP (FE)
Sector: Utilities
2026 Annual Meeting Analysis
FIRSTENERGY CORP · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Boyd joined in February 2024, placing her within the 24-month new-director exemption window, so the TSR trigger does not apply; her infrastructure finance background and regulated utility board experience are relevant to FirstEnergy's oversight needs.
Croom has served since 2022 and FE's 3-year TSR of +46.1% outperforms the peer median by +15.9pp, well below the 50pp underperformance threshold required to trigger a No vote; her utility finance background and financial-expert designation on the Audit Committee are directly relevant.
Demetriou has served since 2017 and FE's strong positive TSR record means the underperformance threshold is not triggered; while he holds two outside public board seats as an executive chair, the policy's overboarding threshold applies to sitting CEOs at two or more outside seats — executive chair is a distinct role and the board has disclosed a thorough review of his time commitments including 100% meeting attendance in 2025.
Hicks has served since 2021 and FE's 3-year outperformance of the peer group means no TSR trigger fires; her legal, regulatory, and energy-sector experience is directly relevant and she serves as Lead Independent Director providing meaningful independent oversight.
Kaleta has served since 2021 and FE's peer-group outperformance means no TSR trigger applies; his 30-plus years in utility and energy industry legal and compliance roles are highly relevant to FirstEnergy's governance needs.
O'Neil has served since 2017 and FE's strong TSR record means the underperformance threshold is not breached; his extensive electric utility and specialty contracting CEO experience and financial-expert designation are directly applicable.
Somerhalder has served since 2021 and FE's 3-year TSR outperforms the peer median by +15.9pp, well short of the 50pp trigger threshold; his deep energy-industry executive experience and prior service as FirstEnergy's interim CEO provide valuable institutional knowledge.
Tierney joined in 2023 and has served as CEO and Board Chair since 2025; FE's 3-year TSR of +46.1% outperforms the compensation peer group median by +15.9pp, so the TSR trigger does not apply to him as an executive director; his 30-year utility career and demonstrated financial and operational performance support his continued board service.
Turner has served since 2018 and FE's strong peer-relative TSR performance means no underperformance trigger fires; her broad legal, governance, and corporate strategy background and role as Audit Committee Chair with financial-expert status are well suited to FirstEnergy's oversight requirements.
All nine director nominees receive a FOR vote. FirstEnergy's 3-year total shareholder return of +46.1% outperforms the 51-company compensation peer group median of +30.2% by +15.9 percentage points, well below the 50pp underperformance threshold applicable to strong-positive TSR companies. No director is overboarded under the policy, no attendance issues are disclosed (overall board attendance was approximately 94% and all directors exceeded the 75% threshold), all committee assignments reflect appropriate independence, and the board discloses a skills matrix. Heidi Boyd benefits from the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Brian X. Tierney
Total Comp
$13,452,559
Prior Support
95%%
CEO total compensation of approximately $13.5 million is consistent with a large-cap regulated utility of FirstEnergy's size and the company's own benchmarking places aggregate NEO pay at 112.6% of its blended peer median, which is within the 80–120% competitive range and below the policy's +30% threshold for a No vote. Pay mix is sound: approximately 60% of the CEO's total target pay is variable and at-risk, with 60% of the long-term incentive program tied to performance metrics including three-year cumulative Core EPS growth and relative total shareholder return versus the S&P 500 Utility Index, satisfying the policy's 50–60% variable pay requirement. The pay-for-performance alignment check also passes — FE's 3-year total shareholder return of +46.1% outperforms the peer group median by +15.9 percentage points, above-benchmark incentive pay is therefore justified, the prior Say on Pay vote exceeded 95% support well above the 70% threshold, and the company maintains two robust clawback policies covering both financial restatement and misconduct.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table in the text provided, so the non-audit fee ratio cannot be calculated and the non-audit fee trigger does not fire; PricewaterhouseCoopers is a Big 4 firm appropriate for a $29.5 billion market-cap utility, auditor tenure is not disclosed in the available filing text so the tenure trigger cannot be confirmed, and no material financial restatements attributable to audit failure are identified in the filing, resulting in a default FOR vote.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Independent Board Chairman
John Chevedden is a well-known individual governance activist whose proposals focus on shareholder-protective structural governance improvements, and the policy directs that such proposals be taken seriously on the merits. Separating the Board Chair and CEO roles is a mainstream governance improvement — it removes the inherent conflict of interest that arises when a CEO chairs the board that is supposed to oversee them — and is particularly relevant here given that FirstEnergy settled criminal bribery charges for $230 million and faced SEC fraud charges resulting in a $100 million fine, making robust independent oversight more important than usual. The company's Lead Independent Director structure provides meaningful but incomplete independence, as a combined CEO-Chair retains inherent advantages in setting agendas and controlling information flow that an independent chair would not have, and there is no prior-year vote history to weigh against supporting the proposal.
Overall Assessment
FirstEnergy's 2026 annual meeting ballot is broadly uncontroversial from a governance standpoint: the full director slate earns FOR votes based on strong 3-year peer-relative total shareholder return and no overboarding or attendance concerns, the Say on Pay program passes with appropriate pay levels and a sound variable pay structure supported by 95% prior-year shareholder endorsement, and the auditor ratification receives a default FOR in the absence of fee ratio or tenure data that would trigger a No vote. The one contested item is the John Chevedden shareholder proposal requesting a permanently independent Board Chair, which earns a FOR vote because the ask is a legitimate governance improvement for a company with a recent history of serious regulatory and legal misconduct, and the current combined CEO-Chair structure creates oversight risks that a Lead Independent Director alone does not fully remedy.
Compensation Peer Group
54 companies disclosed in 2026 proxy filing