Sector: Utilities
FIRSTENERGY CORP · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Joined in 2024, within the 24-month exemption window; no overboarding, independence, or attendance concerns identified.
Director since 2022; FE's 3-year price return of 48% is strongly positive and trails XLU by only 3.1pp, far below the 65pp threshold required to trigger a against vote; no other policy concerns.
Serves on two other public company boards (Amentum and Arcosa) plus FirstEnergy, totaling three boards, which is within the four-board limit for non-executive directors; the proxy notes he stepped down as CEO and is now executive chair, and the board has disclosed its analysis of his time commitments; TSR trigger does not fire given FE's strong positive 3-year return and only 3.1pp gap to XLU.
Director since 2021; TSR trigger does not apply given FE's strong 3-year return and minimal gap to XLU; serves only on FirstEnergy's board with no overboarding concern.
Director since 2021; no overboarding, independence, or attendance issues; TSR trigger does not fire.
Director since 2017; TSR trigger does not fire given FE's strong positive 3-year return trailing XLU by only 3.1pp, well below the 65pp threshold; no other policy concerns.
Director since 2021 and serves on one other public company board; TSR trigger does not fire; board has confirmed his independence under NYSE standards despite prior interim CEO role.
CEO and director since 2023; FE's 3-year return is strongly positive at 48% and trails XLU by only 3.1pp, well below the 65pp trigger threshold applicable to strongly positive absolute TSR; no independent TSR-based concern warrants an against vote.
Director since 2018; serves on one other public company board; TSR trigger does not fire; no attendance, independence, or qualifications concerns.
All nine nominees receive a FOR vote. FirstEnergy's 3-year stock return of 48% is in the strongly positive tier, trailing the sector ETF benchmark XLU by only 3.1 percentage points, which is far below the 65-point gap needed to trigger an against vote. No director is overboarded under policy thresholds, all independent directors are properly classified, and overall board attendance was approximately 94% in 2025 with all directors exceeding the 75% threshold.
CEO
Brian X. Tierney
Total Comp
$13,452,559
Prior Support
95%%
CEO Brian X. Tierney received total compensation of approximately $13.5 million in 2025, which is within a reasonable range for a CEO of a large-cap regulated utility with roughly $29.7 billion in market capitalization. The company's compensation consultant confirmed that aggregate named executive pay sits at 112.6% of the blended peer median, squarely within the company's stated 80-120% competitive range and below our policy's 30% above-benchmark threshold for a No vote. The pay program is well structured: approximately 60% of the CEO's target pay is variable and at risk, the long-term incentive plan uses a three-year performance period tied to cumulative earnings per share and relative stock return versus the S&P 500 Utility Index, two meaningful clawback policies exist, and the prior year Say on Pay vote received over 95% shareholder support, indicating broad investor satisfaction.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for a company of FirstEnergy's size and complexity. The proxy filing text provided does not include a fee table with specific audit and non-audit fee figures, so the non-audit fee ratio trigger cannot be evaluated numerically; however, no fee disclosure anomaly is evident from the available text, and auditor tenure is not disclosed in the excerpt provided, so the tenure trigger cannot fire per policy. The default vote is FOR.
1 proposal submitted by shareholders
Proposal 4
This proposal is submitted by John Chevedden, a well-known individual governance activist with a long track record of submitting legitimate shareholder governance proposals — this filer type is taken seriously under our policy. The ask is a mainstream governance improvement: requiring that the Board Chair be an independent director separate from the CEO, which reduces the concentration of power at the top and strengthens independent oversight. FirstEnergy's CEO Brian Tierney currently holds both the CEO and Board Chair roles simultaneously, and while the company points to its Lead Independent Director as an effective substitute, a Lead Independent Director is structurally weaker than a fully independent Chair because the Lead Director's authority is delegated by and operates alongside the combined Chair-CEO rather than independently above management. The company's serious historical governance failures — including paying $230 million to resolve criminal charges related to a bribery scandal, $100 million to the SEC for defrauding investors, and $20 million to the Ohio Attorney General — make the case for stronger independent board leadership particularly compelling, and separating the Chair and CEO roles is a straightforward, well-established governance remedy that would meaningfully improve oversight accountability.
The 2026 FirstEnergy annual meeting ballot contains four proposals: all nine director nominees receive a FOR vote as the company's strong positive 3-year stock return and close tracking of the XLU sector benchmark means no TSR trigger fires; the Say on Pay vote receives a FOR based on well-structured variable pay, above-95% prior-year support, and compensation within benchmark range; auditor PricewaterhouseCoopers receives a FOR as a Big 4 firm appropriate for the company's scale; and the independent board chair shareholder proposal from governance activist John Chevedden receives a FOR because separating the CEO and Chair roles is a meaningful governance improvement particularly warranted given the company's recent history of major regulatory and legal violations.
