UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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FirstEnergy Corp.
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On the Cover: FirstEnergy continues its sponsorship in 2022 of the Akron Marathon, a world-class race known for its 26.2-mile blue line threading through Akron, Ohio – our corporate headquarters city. The marathon attracts more than 10,000 runners annually and has an $8 million economic impact to the City of Akron. Since its inception in 2003, more than $6 million has been raised for local charities.

Letter from
Our Chair

March 23, 2022

    Letter from Our Chair       Donald T. Misheff Chair of the Board  

Dear FirstEnergy Shareholders:

Thank you for your continued confidence in FirstEnergy. On behalf of your Board of Directors, I cordially invite you to attend our 2022 Annual Meeting of Shareholders on May 17, 2022. The attached Notice of the 2022 Annual Meeting of Shareholders (the “Meeting”) and Proxy Statement contain information about the business to be conducted at the Meeting. We also encourage you to read about your Board, our environmental, social and governance practices, and our executive compensation programs in the accompanying Proxy Statement.

We will conduct the Meeting online for the health and safety of our shareholders, employees and the broader community. See the “Attending the Virtual Annual Meeting” section of “Questions and Answers about the Annual Meeting” in the accompanying Proxy Statement for instructions on how to register to participate in the virtual annual meeting.

A Culture of Doing the Right Thing

The events since mid-2020 have been deeply humbling for FirstEnergy’s Board and leadership. We are working tirelessly to move forward as a stronger, integrity-bound organization that puts doing the right thing at the heart of our business as we serve our customers and their evolving energy needs. We have taken decisive actions over the past two years and are focused on building a culture of uncompromising compliance, ethics, integrity and accountability. At the same time, we are strengthening our business and putting customers at the heart of all we do. We remain committed to working cooperatively with stakeholders and demonstrating FirstEnergy’s core values to rebuild trust and confidence in the Company while delivering safe, reliable and affordable electric service.

Executing Our Strategy

FirstEnergy’s strategy is to become a premier electric utility built on a strong foundation, with an unrelenting customer focus, that leads and enables the energy transition. Highlights of our progress include:

◾ We are building a stronger, diverse and inclusive culture to better serve customers, improve operational performance, spark innovation, and provide a more rewarding and equitable work experience for all employees. Diversity, Equity and Inclusion, much like Safety, is a core value that is foundational to everything we do. Recognizing, developing and leveraging the unique strengths of our employees helps make FirstEnergy a more innovative and resilient company, and motivates employees to build their careers with us.

◾ We are unlocking opportunities to enhance our business, including through FE Forward, our customer-focused effort to modernize our Company, unlock our potential and deliver sustainable value to all stakeholders.

◾ We announced $3.4 billion of equity financings with two premier global infrastructure funds. These transformative financings are expected to strengthen FirstEnergy’s financial position, capitalize on incremental investment opportunities and address all non-SIP/DRIP equity plans. Blackstone Infrastructure Partners invested $1 billion in FirstEnergy common equity and Brookfield Super-Core Infrastructure Partners is acquiring a 19.9% minority interest in FirstEnergy Transmission, LLC for $2.4 billion. These transactions allow us to strengthen our business and fund strategic capital expenditures that will help us support our climate strategy and enable a sustainable energy transition.

FIRSTENERGY CORP.

Letter from
Our Chair

_“We remain committed to working cooperatively with stakeholders and demonstrating FirstEnergy’s core values to rebuild trust and confidence in the Company while delivering safe, reliable and affordable electric service._”

An Engaged Board Dedicated to Strong Corporate Governance

Your Company is dedicated to strong corporate governance, which we view as foundational to our business and important to advancing the interests of our shareholders. Your Board oversees and guides FirstEnergy’s business strategy, including your Company’s efforts to drive integrity and accountability and make progress on environmental, social and governance matters.

Our stakeholder engagement efforts are also vital to FirstEnergy’s success. In 2021 and early 2022, consistent with prior years’ practices, we held numerous conversations with shareholders. With support from your Board, the Company’s Chief Executive Officer and the management team, our integrated shareholder outreach team, consisting of members of Corporate Responsibility, Corporate Secretary department, Legal, Finance, Human Resources and Investor Relations, engages with a broad base of investors throughout the year. Feedback and suggestions gathered from these engagements have helped the Board shape our policies, practices and disclosures.

Since the beginning of 2021, your Board has expanded with seven new directors, five of whom are independent. Your new directors bring strong backgrounds and experience with publicly traded companies and add unique insights to our Board, which have been particularly valuable during this period of change and renewal at your Company. To further refresh the Board, Jana T. Croom and Sean T. Klimczak have been nominated for election at the 2022 Annual Meeting of Shareholders, and six long-term Board members will not stand for reelection: Michael J. Anderson, Thomas N. Mitchell, Christopher D. Pappas, Luis A. Reyes, Julia L. Johnson and myself. On behalf of this group, it has been our privilege to serve on your Board, and I am confident your Company will continue to grow stronger under the leadership and guidance of our 2022 director nominees.

We also recognize the importance of diversity in our business and leadership, including on our Board. Our Board nominees demonstrate diversity in the form of gender, ethnicity, age, tenure, thought, background and experiences. Of note, women and ethnic minorities currently represent 33% of our Board nominees.

Our Bright Future

On behalf of your board, I want to express my appreciation for the dedicated efforts of FirstEnergy employees. Their performance is helping our Company achieve positive, sustainable momentum, while making customers’ lives brighter, the environment better and our communities stronger.

Your Board and management team are deeply committed to creating value for you. We are continuing to work quickly, decisively and with a strong sense of urgency to address challenges, while executing key initiatives to enhance shareholder value and reshape FirstEnergy into a more resilient, industry-leading organization of the future. As always, your Board and management team will continue to regularly engage with you and keep you updated on your Company’s progress. Please read more about your Board, its environmental, social and governance practices, and executive compensation programs in the accompanying Proxy Statement. We’re grateful for your support and thank you in advance for voting promptly.

Sincerely,
	Donald T. Misheff Chair of your Board

2022 PROXY STATEMENT

Notice of Annual Meeting of Shareholders

Notice of Annual Meeting of Shareholders

Please carefully review this Notice, the Company’s Annual Report to Shareholders for the year ended December 31, 2021 (the “2021 Annual Report”), and the accompanying Proxy Statement and vote your shares by following the instructions on your proxy card/voting instruction form or Notice of Internet Availability of Proxy Materials to ensure your vote is cast at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”).

DATE AND TIME   Tuesday, May 17, 2022 8:00 a.m. EDT   RECORD DATE   March 18, 2022 LOCATION   To protect the health and safety of shareholders, employees, and the broader community during the COVID-19 pandemic, your Board has decided that the Annual Meeting will be a virtual meeting of shareholders, conducted via live webcast, and will take place at: www.cesonlineservices.com/fe22_vm. Online access will begin at 7:30 a.m. EDT on May 17, 2022. There will be no physical location for in-person attendance at the Annual Meeting.   If you plan to attend the virtual Annual Meeting, you must register in advance. See the “Attending the Virtual Annual Meeting” section of the “Questions and Answers about the Annual Meeting” in the accompanying Proxy Statement for instructions on how to register. Shareholders may only participate online and must pre-register to vote and ask questions at the virtual Annual Meeting. Only shareholders of record as of the close of business on March 18, 2022, or their proxy holders, may vote at the Annual Meeting.

AGENDA

On behalf of the Board of Directors,

Mary M. Swann Corporate Secretary and Associate General Counsel Akron, Ohio

This Notice and accompanying Proxy Statement are being mailed or made available to shareholders on or about March 23, 2022.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 17, 2022. The accompanying Proxy Statement and the 2021 Annual Report are available at www.FirstEnergyCorp.com/AnnualMeeting.

FIRSTENERGY CORP.

Table of
Contents

      Table of Contents

PROXY STATEMENT SUMMARY		6
CORPORATE GOVERNANCE & BOARD OF DIRECTORS	Corporate Governance and Board of Directors Information	13
	Biographical Information and Qualifications of Nominees for Election as Directors	24
	Board Committees	31
ITEMS TO BE VOTED ON	Items to Be Voted On	35
COMMITMENTS TO EMPLOYEES & ESG	Our Commitment to Employees	43
	Our Commitment to ESG	51
EXECUTIVE & DIRECTOR COMPENSATION	Executive Compensation	54
	Compensation Committee Report	54
	Compensation Discussion and Analysis	54
	Executive Summary	56
	Compensation Tables	81
	Director Compensation in Fiscal Year 2021	97
OTHER IMPORTANT MATTERS  & Q&A ABOUT THE ANNUAL MEETING	Security Ownership of Management	100
	Security Ownership of Certain Beneficial Owners	102
	Compensation Committee Interlocks and Insider Participation	102
	Certain Relationships and Related Person Transactions	103
	Audit Committee Report	107
	Matters Relating to the Independent Registered Public Accounting Firm	108
	Questions and Answers about the Annual Meeting	109
	Proxy Materials	109
	Voting Matters	111
	How You Can Vote	113
	Attending the Virtual Annual Meeting	114
	Proposals and Business by Shareholders	115
	Obtaining Additional Information	117

2022 PROXY STATEMENT

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MISSION STATEMENT

We are a forward-thinking electric utility centered on integrity, powered by a diverse team of employees committed to making customers’ lives brighter, the environment better and our communities stronger.

OUR CORE VALUES

FirstEnergy’s core values encompass what matters most to us. They guide the decisions we make and the actions we take. Our core values should inspire our actions today and shine a light on who we aspire to be in the future.

	Integrity We always act ethically with honesty, humility and accountability.
	Safety We keep ourselves and others safe.
	Diversity, Equity & Inclusion We embrace differences, ensure every employee is treated fairly and create a culture where everyone feels they belong.
	Performance Excellence We pursue excellence and seek opportunities for growth, innovation and continuous improvement.
	Stewardship We positively impact our customers, communities and other stakeholders, and strive to protect the environment.

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CODE OF CONDUCT

FirstEnergy’s Code of Conduct, The Power of Integrity, lays the foundation for what we expect from all employees. It reflects our collective commitment to keep integrity at the forefront of everything we do — a pledge underscored by the inclusion of integrity in our mission, core values and company strategy.

COMPANY STRATEGY

Our refined company strategy is built on three pillars: A Strong Foundation, An Unrelenting Customer Focus and Leading and Enabling the Energy Transition. We have defined what each of these pillars means to FirstEnergy in terms of where we will focus our efforts and investments. We believe that focusing on these core pillars will enable FirstEnergy to become a premier electric utility.

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ESG FOCUS

The pillars of our company strategy are supported by our environmental, social and governance (ESG) priorities and aligned with our commitment to corporate responsibility. Because of this strategic integration, improving our ESG performance advances our strategy and helps us become a more innovative, diverse, sustainable and industry-leading company.

ESG Priorities:
	ENVIRONMENTAL: Protect the environment by minimizing our impact, improving the sustainability of our operations, executing our Climate Strategy and finding opportunities to enhance the ecosystems we interact with
	SOCIAL: Support the development of an inclusive, equitable, rewarding and safe work atmosphere, while empowering our diverse and innovative team to make our customers’ lives brighter and our communities stronger
	GOVERNANCE: Maintain oversight of significant company issues and strengthen risk management; build a strong, centralized corporate compliance program and culture of ethics and integrity; continue stakeholder engagement efforts and provide consistent, transparent disclosures on ESG topics

FE FORWARD

Our FE Forward improvement initiatives are designed to enhance the organization, focus on performance excellence, and refocus the investment strategy through a range of opportunities. The organizational changes, simplification and centralization of our processes and practices, and the implementation of more modern tools through FE Forward are helping to create a more efficient FirstEnergy.

For example, our transition from 10 separately managed distribution companies to our new five-state operating model and the corresponding changes to our organizational structure are designed to centralize decision-making and the development and implementation of business solutions, leading to greater consistency across the company. In addition, our new centralized and strategic Customer Experience function is helping drive improvements essential to our customer-focused strategic objectives: deliver a modern digital customer experience, accelerate widespread electrification, provide sustainable products and solutions, and focus on customer affordability.

CLIMATE STRATEGY

Enabling the energy transition

Our commitment to climate is a significant component of our company’s overarching strategy, especially our desire to enable the transition to a clean energy future. Executing our climate strategy and advancing the transition to clean energy requires addressing, among other things: emerging federal and state decarbonization goals; physical risks of climate change; industry trends and technology advancements; and customer expectations for cleaner energy, increased usage control, and more sustainable alternatives in transportation, manufacturing and industrial processes. Through our investment plan, we aim to enhance the resiliency, reliability and security of the electric system and support the integration of renewables, electric vehicles, grid modernization improvements and other emerging technologies.

Reducing GHG Emissions

As part of our climate strategy, we are also committed to reducing greenhouse gas (GHG) emissions. We’ve pledged to achieve carbon neutrality by 2050, with an interim 30% reduction in greenhouse gases within our direct operational control by 2030, based on 2019 levels.

Our GHG goal encompasses companywide emissions across our transmission, distribution and regulated generation operations.

FIRSTENERGY CORP. 3

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Key steps in further reducing our emissions and improving the sustainability of our operations include:

◾ Replacing Aging Equipment: We’re responsibly replacing aging equipment on our transmission system that contains sulfur hexafluoride (SF6), a greenhouse gas commonly used in electric utility equipment.

◾ Electrifying our Vehicle Fleet: We’re targeting 30% electrification of our light-duty and aerial truck fleet by 2030 and 100% electrification by 2050. To reach our electrification goal, we’ve committed to 100% electric or hybrid vehicle purchases for our light-duty and aerial truck fleet moving forward, beginning with the first hybrid electric vehicle additions to the fleet in 2021.

◾ Using Generation Efficiencies and Flexibility: We’re utilizing operational flexibilities, such as heat rate improvements through equipment upgrades, operational monitoring systems, and auxiliary power reductions at our generation facilities that will enable us to reach our interim 2030 goal of a 30% GHG reduction from 2019 levels, while continuing to provide customers with safe and reliable electricity.

◾ Transitioning Away from Coal Generation: We expect to thoughtfully transition away from our regulated coal generation fleet no later than 2050 and in 2021, FirstEnergy sought approval to construct a solar generation source of at least 50 MW in West Virginia. Also in 2021, FirstEnergy filed plans with the Public Service Commission of West Virginia to comply with EPA Effluent Limitation Guideline rules that would keep Monongahela Power’s generation plants responsibly operating beyond 2028; however, FirstEnergy intends to begin a broad stakeholder dialogue regarding planned operational end dates of 2035 and 2040 for Ft. Martin and Harrison, respectively, which further supports our Climate Strategy.

COMPANY CULTURE

Transforming our company culture is foundational to achieving our company’s strategy. Our core values are the foundation of our transformation, our strategy and ultimately FirstEnergy’s long-term success. Integrity, Safety, Performance Excellence, Diversity, Equity and Inclusion (“DEI”), and Stewardship are the bedrock from which we operate, behave and interact every day. It is critical to our long-term growth and endurance to have a strong cultural foundation of ethics and integrity where employees feel psychologically safe to be themselves, speak up and bring their best to work every day. Creating a work environment that allows for greater diversity, equity and inclusion and prioritizes employees’ safety, health and well-being is also key to that cultural transformation. As part of our transformation we strive to prioritize, operationalize and live these values in everything we do, internally and externally. They guide our behavior, our decisions and ultimately the actions that create our performance and success.

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HUMAN CAPITAL MANAGEMENT

FirstEnergy’s workforce is essential in our ability to continue moving our company forward by keeping each other safe, delivering value to our stakeholders, and transforming our culture in alignment with our core values. While 2021 continued to present unprecedented challenges, our commitment to our employees and their health and safety has not wavered. Integrity is critical to our path to a stronger, more sustainable FirstEnergy, and reflects our collective commitment to ensuring that we conduct business ethically, help all employees do the right thing and treat our coworkers and communities with the respect we all deserve. Further details on FirstEnergy’s COVID-19 response, our focus on keeping our core values and behaviors at the center of everything we do, and our desire to help our employees to do their best each day is included in the “Our Commitment to Employees” section of this Proxy Statement.

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Proxy Statement Summary

2022 Annual Meeting of Shareholders (the “Annual Meeting” or the “Meeting”)

◾ Time and Date: 8:00 a.m. EDT on Tuesday, May 17, 2022

◾ Location: To protect the health and safety of shareholders, employees, and the broader community during the COVID-19 pandemic, your Board of Directors (“Board”) has decided that the Annual Meeting will be a virtual meeting of shareholders, conducted via live webcast, and will take place at: www.cesonlineservices.com/fe22_vm. Online access will begin at 7:30 a.m. EDT on May 17, 2022.

◾ Record Date: March 18, 2022

◾ Voting: Shareholders of FirstEnergy Corp. (“FirstEnergy”, the “Company”, “we”, “us” or “our”) 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.

◾ Admission: If you plan to attend the Annual Meeting, you must register in advance. See the “Attending the Virtual Annual Meeting” section of the “Questions and Answers about the Annual Meeting” in the accompanying Proxy Statement for instructions on how to register. Shareholders may only participate online and must pre-register to vote and ask questions at the virtual Annual Meeting.

VOTING MATTERS

Item 1	Elect the 12 nominees named in this Proxy Statement to the Board of Directors. Refer to page 35 for more detail.		Item 2	Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. Refer to page 36 for more detail.
	✓	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 3	Approve on an advisory basis named executive officer compensation. Refer to page 37 for more detail.		Items 4-5	Shareholder proposals. Refer to page 38 for more detail.
	✓	Your Board recommends you vote FOR this item.		X	Your Board recommends you vote AGAINST these items.

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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.

Do you hold shares through a bank, broker or other institution (beneficial ownership)?(2)
Use the internet at www.proxyvote.com	Call toll-free at 1-800-454-8683	Mail by returning your proxy card/voting instruction form
(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.

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 March 18, 2022, 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.

You may have multiple accounts and therefore 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.

FIRSTENERGY CORP. 7

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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 that represent a diversity of gender, ethnicity, age, tenure, thought, 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.

Your Board has nominated Ms. Jana T. Croom and Mr. Sean T. Klimczak for election to your Board at the Annual Meeting. In addition, Messrs. Michael Anderson, Chris Pappas, Don Misheff, Tom Mitchell, Luis Reyes and Ms. Julia Johnson are not standing for re-election at the Annual Meeting.

Jana T. Croom, 45 Independent Director Nominee Chief financial officer of Kimball Electronics, Inc.	Steven J. Demetriou, 63 Independent Director Chairman, Chief executive officer and Director of Jacobs Engineering Group Inc. | Other public boards 2
Sean T. Klimczak, 45 Independent Director Nominee Senior managing director and global head of infrastructure of The Blackstone Group L.P. | Other public boards 1	Jesse A Lynn, 51 Independent Director General counsel of Icahn Enterprises LP | Other public boards 2
Steven E. Strah, 58 Director President and Chief Executive Officer of FirstEnergy Corp.	Andrew Teno, 37 Independent Director Portfolio manager of Icahn Capital LP | Other public boards 2

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Lisa Winston Hicks, 55 Independent Director Chair of the board for MV Transportation, Inc.	Paul Kaleta, 66 Independent Director Retired executive vice president and general counsel at First Solar, Inc.
James F. O’Neil III, 63 Independent Director Chief executive officer and vice chairman of Orbital Energy Group | Other public boards 1	John W. Somerhalder II, 66 Vice Chair and Executive Director of FirstEnergy Corp.
Leslie M. Turner, 64 Independent Director Retired senior vice president, general counsel and corporate secretary of The Hershey Company	Melvin D. Williams, 58 Independent Director Retired president of Nicor Gas and senior vice president of Southern Company Gas

OUR COLLECTIVE DIRECTOR NOMINEE SKILLS

FIRSTENERGY CORP. 9

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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	◾  Separate roles for Chief Executive Officer (“CEO”) and Independent Board Chair ◾  All directors are independent, other than (i) our Vice Chair of the Board and Executive Director and (ii) our CEO ◾  Board’s standing committees are comprised entirely of independent directors ◾  Independent directors regularly hold executive sessions without management at Board and committee meetings
Board & Committee Oversight	◾  Enterprise risk oversight is provided by the full Board and its committees ◾  Corporate Governance and Corporate Responsibility Committee oversees corporate citizenship practices including the political spending policy and ESG and sustainability initiatives ◾  Audit Committee oversees risks related to cybersecurity, in addition to matters related to financial statements and compliance ◾  Compensation Committee helps ensure alignment between pay and performance and oversees the Company’s compensation philosophy and practices and human capital initiatives ◾  Compliance Oversight Sub-Committee of the Audit Committee, comprised of all independent directors and supported by independent counsel, oversees implementation of compliance program enhancement
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 is held on an annual basis, consistent with the shareholder advisory vote on frequency ◾  Shareholders may nominate directors through proxy access ◾  Shareholders of 25 percent or more shares outstanding and entitled to vote may call a special meeting. Based on your Board’s ongoing review we anticipate seeking shareholder approval in 2023 to further reduce this threshold to 20 percent or more. ◾  No poison pill
Board Practices	◾  Goal to maintain at least 30% diverse members (by race, ethnicity and gender combined) for the foreseeable future ◾  Actively seek to include in the director nominee pool candidates with diverse backgrounds, skills and experience, including highly qualified women and people of color ◾  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. ◾  Corporate Governance and Corporate Responsibility 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 13.

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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 annual base salary rate and 2021 short-term incentive program (“STIP”) and long-term incentive program (“LTIP”) awards for our NEOs. Approximately 85% of the CEO’s total target pay and 76% of our other NEOs’ average target pay is variable and could be reduced to zero if performance metrics are not met at a minimum threshold level. For the CEO and other NEOs, the values shown are effective as of December 31, 2021. Mr. Somerhalder’s pay mix for 2021 is made up of approximately 19% for his base salary, 19% for his target STIP award, 31% for his performance-based restricted stock units (“RSUs”) and 31% for his time-based restricted stock. The charts below do not include Mr. Somerhalder due to the transitional nature of his role.

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.

WHAT WE DO	Pay-for-performance ◾  LTIP is 100% at risk, with no solely time-based vesting requirements ◾  STIP is 100% at risk   Threshold and caps on incentive awards: ◾  Threshold financial performance hurdle for Operating Earnings must be achieved before any STIP award is paid ◾  Individual STIP awards capped at 200% (consistent with our peer companies) ◾  Individual LTIP awards capped at 200% (consistent with our 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   Clawback policy applicable to financial and reputational harm, and other detrimental activity   Mitigate undue risk through compensation design, corporate policies, and effective governance   Annual Say-on-Pay vote   Double-trigger change in control (“CIC”) provisions   Compensation Committee comprised of only independent directors supported by an independent compensation consultant
WHAT WE DON’T DO	No executive hedging or pledging is permitted    No employment agreements    No excise tax gross-up 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

Our executive compensation practices are described in greater detail in the “Executive Compensation” section beginning on page 54.

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Note About Forward-Looking Statements

Forward-Looking Statements: This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management’s intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “forecast,” “target,” “will,” “intend,” “believe,” “project,” “estimate,” “plan” and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following: the potential liabilities, increased costs and unanticipated developments resulting from government investigations and agreements, including those associated with compliance with or failure to comply with the Deferred Prosecution Agreement entered into on July 21, 2021 with the U.S. Attorney’s Office for the Southern District of Ohio; the risks and uncertainties associated with government investigations and audits regarding Ohio House Bill 6 (“HB 6”), as passed by Ohio’s 133rd General Assembly, and related matters including potential adverse impacts on federal or state regulatory matters including, but not limited to, matters relating to rates; the risks and uncertainties associated with litigation, arbitration, mediation and similar proceedings, particularly regarding HB 6 related matters, including risks associated with obtaining court approval of the definitive settlement agreement in the derivative shareholder lawsuits; weather conditions, such as temperature variations and severe weather conditions, or other natural disasters affecting future operating results and associated regulatory actions or outcomes in response to such conditions; legislative and regulatory developments, including, but not limited to, matters related to rates, compliance and enforcement activity; the ability to accomplish or realize anticipated benefits from our FE Forward initiative and our other strategic and financial goals, including, but not limited to, overcoming current uncertainties and challenges associated with the ongoing government investigations, executing our transmission and distribution investment plans, greenhouse gas reduction goals, controlling costs, improving our credit metrics, growing earnings, strengthening our balance sheet, and satisfying the conditions necessary to close the sale of the minority interest in FirstEnergy Transmission, LLC; the risks associated with cyber-attacks and other disruptions to our, or our vendors’, information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information; mitigating exposure for remedial activities associated with retired and formerly owned electric generation assets; the ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions; the extent and duration of the COVID-19 pandemic and the related impacts to our business, operations and financial condition resulting from the outbreak of COVID-19 including, but not limited to, disruption of businesses in our territories, additional costs, workforce impacts and governmental and regulatory responses to the pandemic, such as moratoriums on utility disconnections and workforce vaccination mandates; the effectiveness of our pandemic and business continuity plans, the precautionary measures we are taking on behalf of our customers, contractors and employees, our customers’ ability to make their utility payment and the potential for supply-chain disruptions; actions that may be taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity; changes in assumptions regarding factors such as economic conditions within our territories, the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities; changes in customers’ demand for power, including, but not limited to, the impact of climate change or energy efficiency and peak demand reduction mandates; changes in national and regional economic conditions, including recession and inflationary pressure, affecting us and/or our customers and those vendors with which we do business; the potential of non-compliance with debt covenants in our credit facilities; the ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates; changes to environmental laws and regulations, including, but not limited to, those related to climate change; changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated; labor disruptions by our unionized workforce; changes to significant accounting policies; any changes in tax laws or regulations, or adverse tax audit results or rulings; and the risks and other factors discussed from time to time in our Securities and Exchange Commission (“SEC”) filings. Dividends declared from time to time on FirstEnergy Corp.’s common stock during any period may in the aggregate vary from prior periods due to circumstances considered by FirstEnergy Corp.’s Board of Directors at the time of the actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. These forward-looking statements are also qualified by, and should be read together with, the risk factors included in FirstEnergy Corp.’s filings with the SEC, including, but not limited to, the most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess the impact of any such factor on FirstEnergy Corp.’s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. FirstEnergy Corp. expressly disclaims any obligation to update or revise, except as required by law, any forward-looking statements contained herein or in the information incorporated by reference as a result of new information, future events or otherwise.

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Corporate Governance and Board of Directors Information

Board Leadership Structure

The three positions of CEO, Chair of the Board, and Vice Chair and Executive Director are held by separate individuals. Our Amended and Restated Code of Regulations and Corporate Governance Policies do not require that these positions be separate, and your Board has not adopted a specific policy or philosophy on whether such roles should remain separate. Having separate roles has allowed your CEO to focus more time on our day-to-day operations and, in your Board’s judgement, is appropriate at this time. Your Board, however, will continue to consider whether an alternate Board leadership structure is appropriate if changing circumstances dictate. Your Board schedules regular executive sessions for your independent directors to meet without management participation. Because an independent director is required to preside over each such executive session of independent directors, we believe it is efficient and appropriate to have your independent Chair of the Board preside over such meetings.

Board Composition and Refreshment

Your Board is comprised of individuals who are highly qualified, diverse, and independent (other than Messrs. Somerhalder and Strah, who are not considered independent because of their employment with the Company). Your Board’s succession planning takes into account the importance of Board refreshment and having an appropriate balance of experience and perspectives on your Board. As further discussed in the “Board Qualifications” section of this Proxy Statement, your Board and the Corporate Governance and Corporate Responsibility Committee recognizes that the racial, ethnic and gender diversity of your Board, as well as diversity of thought, background and experiences, are an important part of its analysis as to whether your Board possesses a variety of complementary skills and experiences. Accordingly, your Board has set a goal that, for the foreseeable future, at least 30% of your Board will be composed of diverse (by race, ethnicity and gender combined) individuals.

The Corporate Governance and Corporate Responsibility Committee reviews Board succession planning on an ongoing basis. In performing this function, the Committee recruits and recommends nominees for election as directors to your Board. Accordingly, we have regularly added directors who we believe infuse diversity, new ideas and fresh perspectives into the boardroom. If elected, all of the 12 nominees will be Board members who have joined the Board since the beginning of 2017. The result is every director nominee has tenure of six years or less. During this time, your Board also added four directors that increased its diversity profile. In addition, and as described in greater detail in the “Board Oversight – Board Response to Government Investigations” section below, six current members of your Board will not stand for re-election at the Annual Meeting and your Board plans to review and update its committee memberships in the near future.

The Corporate Governance and Corporate Responsibility Committee has sole authority to retain and engage a third-party search firm to identify a candidate or candidates. In 2022, Ms. Croom was identified by a third-party search firm and, in 2021, Ms. Hicks and Messrs. Williams and Kaleta were each identified by a third-party search firm.

Board Oversight

Board Response to Government Investigations

Your Company has been cooperating fully with requests related to recent government investigations. We’ve pledged full and continuing cooperation with the government investigations.

Your Board has formed various special Board oversight committees since July 2020. Effective July 1, 2021, a Special Litigation Committee was created, and the Independent Review Committee and the Demand Review Committee, both special Board

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oversight committees, were dissolved. Our current special Board oversight committees (Special Litigation Committee and the Compliance Oversight Sub-committee of the Audit) are described in greater detail in the “Board Committees – Special Board Oversight Committees” section below.

Legal Proceedings

Beginning in July 2020, stockholders of the Company filed shareholder derivative lawsuits in the federal courts for the Northern and Southern Districts of Ohio and in the Court of Common Pleas of Summit County, Ohio, asserting claims on behalf of the Company against various former and current officers and directors of the Company arising out of the circumstances at issue in the investigations and proceedings relating to HB 6. The lawsuits, Gendrich v. Anderson, et al. and Sloan v. Anderson, et al. (Common Pleas Court, Summit County, OH, all actions have been consolidated) and Miller v. Anderson, et al. (Federal District Court, N.D. Ohio); Bloom, et al. v. Anderson, et al.; Employees Retirement System of the City of St. Louis v. Jones, et al.; Electrical Workers Pension Fund, Local 103, I.B.E.W. v. Anderson et al.; Massachusetts Laborers Pension Fund v. Anderson et al.; The City of Philadelphia Board of Pensions and Retirement v. Anderson et al.; Atherton v. Dowling et al.; Behar v. Anderson, et al. (Federal District Court, S.D. Ohio, all actions have been consolidated), assert claims for breach of fiduciary duty and for violation of Section 14(a) of the Securities Exchange Act of 1934, among other claims.

On March 11, 2022, the plaintiffs and defendants in the lawsuits, and the Special Litigation Committee acting on behalf of the Company, entered into a settlement agreement to resolve all of the shareholder derivative lawsuits. The settlement is subject to court approval. The settlement includes a series of corporate governance enhancements, that will result in the following:

◾ Six members of the Board, Messrs. Michael J. Anderson, Donald T. Misheff, Thomas N. Mitchell, Christopher D. Pappas and Luis A. Reyes, and Ms. Julia L. Johnson, will not stand for re-election at the Company’s 2022 annual shareholder meeting;

◾ A special Board committee of at least three recently appointed independent directors will be formed to initiate a review process of the current senior executive team, to begin within 30 days of the 2022 annual shareholder meeting and will make a recommendation to the full Board;

◾ The Board will oversee the Company’s lobbying and political activities, including periodically reviewing and approving political and lobbying action plans prepared by management;

◾ The Corporate Governance and Corporate Responsibility Committee will be reconstituted, made up of recently appointed independent directors to oversee the implementation and third-party audits of Board-approved action plans with respect to political and lobbying activities;

◾ The Company will implement enhanced disclosure to shareholders of political and lobbying activities, including enhanced disclosure in its annual proxy statement; and

◾ The Company will further align financial incentives of senior executives to proactive compliance with legal and ethical obligations.

The settlement also includes a payment to FirstEnergy of $180 million, to be paid by insurance after court approval, less any court-ordered attorney’s fees awarded to plaintiffs.

While your Board cannot predict the outcome of the continuing government investigations and related matters, as your stewards, we are fully committed to providing thorough and complete oversight and will, as a Board, take any necessary actions to address these matters. Your Board will not tolerate any actions or behaviors demonstrating anything less than a commitment to high standards of ethics and compliance for your Company and is committed to improving the compliance policy and culture at FirstEnergy

Risk Management

The Company recognizes that it must take certain risks in the ordinary course of business to ensure overall success of the Company as it pursues its strategic objectives. The Company has implemented an Enterprise Risk Management process to identify, prioritize, report, monitor, manage, and mitigate its significant risks. An Enterprise Risk Management Committee, chaired by the Chief Risk Officer consisting of senior executive officers, provides oversight and monitoring to ensure that appropriate risk policies are established and carried out and processes are executed in accordance with selected limits and approval levels. In addition, other management committees are focused on addressing topical risk issues. Timely reports on significant risk issues are

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provided as appropriate to employees, management, senior executive officers, respective Board committees, and the full Board. The Chief Risk Officer also prepares enterprise-wide risk management reports that are presented to the Audit Committee and your Board.

Your Board administers its risk oversight function through the full Board, as well as through the various Board committees, and views risk management as an integral part of the Company’s strategic planning process. Specifically, your Board considers risks applicable to the Company at each meeting in connection with its consideration of significant business and financial developments of the Company. Also, the Audit Committee charter requires the Audit Committee to oversee, assess, discuss, and generally review the Company’s policies with respect to the assessment and management of risks, including risks related to the financial statements and financial reporting process of the Company and risks related to cybersecurity. The Audit Committee also reviews and discusses with management the steps taken to monitor, control, and mitigate such exposures. Through this oversight process, your Board obtains an understanding of significant risk issues on a timely basis, including the risks inherent in the Company’s strategy. In addition, while the Company’s Chief Risk Officer administratively reports to your Senior Vice President, Chief Financial Officer & Strategy, he also has full access to the Audit Committee and Finance Committee and is scheduled to attend and report to other Board committee meetings as appropriate.

In addition to the Audit Committee’s role in risk oversight, our other Board committees also play a role in risk oversight within each of their areas of responsibility. Specifically, the Compensation Committee reviews, discusses, and assesses risks related to executive compensation programs, including incentive compensation and equity-based plans, as well as human capital and the relationship between our risk management policies and practices and compensation. See also, “Risk Assessment of Compensation Programs” found in the CD&A section in this Proxy Statement. The Corporate Governance and Corporate Responsibility Committee considers risks related to corporate governance, including Board and committee membership, Board effectiveness, related person transactions, and the Company’s corporate citizenship practices, political activities and practices and ESG strategy. The Finance Committee evaluates risks relating to financial resources and strategies, including capital structure policies, financial forecasts, budgets and financial transactions, commitments, expenditures, long and short-term debt levels, dividend policy, acquisition and divestitures, issuance of securities, exposure to fluctuation in interest rates, share repurchase programs and other financial matters deemed appropriate by your Board. The Operations and Safety Oversight Committee considers risks associated with safety, reliability, environmental strategy, climate change, environmental protection and sustainability, and quality relating to the Company’s electric distribution, transmission, and generation facilities. Further, day-to-day risk oversight is conducted by our Corporate Risk department and our senior management and is shared with your Board or Board committees, as appropriate. Enterprise Risk Management is a central consideration in the Company’s strategic initiatives.

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Evaluating Board Effectiveness

Your Board is committed to a rigorous evaluation process as further described below. Annually, Board, committee and individual director evaluations are performed and coordinated by the Corporate Governance and Corporate Responsibility Committee.

2021 Board Evaluations: A Multi-Step Process

1	Annual Process is Initiated Your Board’s Corporate Governance and Corporate Responsibility Committee initiated the annual Board, committee and individual director evaluation process and presented the proposed approach to your Board for comment.
2	Board & Committee Assessment, Individual Director Evaluations Each independent director’s opinion was solicited regarding your Board’s and its committees’ effectiveness relating to topics such as ethics and accountability, Board composition and culture, succession planning, and shareholder and stakeholder involvement.
3	Director Self-Assessments Prior to accepting a re-nomination, each director is to conduct a self-assessment as to whether he or she satisfies the criteria set forth in the Company’s Corporate Governance Policies and the Corporate Governance and Corporate Responsibility Committee Charter.
4	Presentation of Findings The results of the assessments were presented to your Board. Future topics for discussion include succession planning and diversity, social responsibility, regular assessments of board composition and size, and emergent trends in the utility sector.

Shareholder Outreach and Engagement Program

Commitment to Shareholder Outreach and Engagement

FirstEnergy has a long history of meaningful, robust engagement with our shareholders. We believe consistent, transparent dialogue is essential in order to understand investor feedback on a broad range of issues and provides valuable insights for our Board, its committees, and our management team into investor perspectives and priorities.

In connection with our shareholder outreach that focused on ESG and executive compensation matters, we recently reached out to 20 of our top shareholders representing nearly 50% of shares outstanding. In addition to our proactive shareholder engagement throughout the year focused on ESG and executive compensation matters, our management team participates in numerous investor conferences, and in both one-on-one and group meetings.

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In 2021 and early 2022, members of our Board and management met with institutional shareholders, including our CEO and members of the management team from Corporate Responsibility, Corporate Secretary department, Finance, Legal, Human Resources and Investor Relations. These conversations covered a variety of topics, including:

◾ Our strategic vision

◾ Board oversight of corporate governance, and our ethics and compliance program

◾ Federal and state regulatory matters spanning our five-state service territory

◾ Financial and operational performance, including our FE Forward initiative

◾ Executive compensation

◾ Our lobbying practices, and their alignment with our climate goals

◾ Our climate goals, clean energy transition and sustainable investments

As part of our commitment to shareholder engagement and understanding our investors’ perspectives, we welcome the opportunity for future dialogue on matters of mutual interest and to obtain your insights and feedback.

Other Governance Practices and Policies

Code of Conduct

FirstEnergy’s Code of Conduct, The Power of Integrity, lays the foundation for what we expect from all FirstEnergy employees, officers and directors, including our CEO, Vice Chair and Executive Director, CFO, Chief Accounting Officer and other executives. It reflects our collective commitment to keep integrity at the forefront of everything we do — a pledge underscored by the inclusion of integrity in our mission and core values. By adhering to the expectations of compliance and ethics in this Code, always acting with uncompromising integrity, and speaking up when something doesn’t seem right, we are paving the way for a strong future for FirstEnergy.

Any substantive amendments to, or waivers of, the provisions of this document will be disclosed and made available on our website, as permitted by the SEC and as disclosed in our most recent Annual Report. The Code is available, without charge, upon written request to the Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890 or is accessible on our website at www.firstenergycorp.com/responsibility.

Corporate Governance Policies and Standing Committee Charters

Your Board believes that the Company’s policies and practices should enhance your Board’s ability to represent your interests as shareholders. Your Board established Corporate Governance Policies which, together with Board committee charters, serve as a framework for meeting your Board’s duties and responsibilities with respect to the governance of the Company. Our Corporate Governance Policies and Board committee charters can be viewed by visiting our website at www.firstenergycorp.com/charters. Any amendments to these documents will promptly be made available on our website.

Director Orientation and Continuing Education

Your Board recognizes the importance of its members to keep current on Company, industry and governance issues and their responsibilities as directors. All new directors participate in orientation soon after being elected to your Board. Also, your Board makes available and encourages continuing education programs for Board members, which include internal strategy meetings and presentations and engagement with relevant third-party experts, third-party presentations and external programs.

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Attendance at Board Meetings, Committee Meetings and the Annual Meeting of Shareholders

Our Corporate Governance Policies provide that directors are expected to attend all scheduled Board and applicable committee meetings and the Company’s annual meetings of shareholders. Your Board held 20 meetings during 2021. During their tenure in 2021, all directors attended at least 75% of the meetings of your Board and of the committees on which they served during 2021. Also, all of our directors who were members of the Board at the time of the 2021 annual meeting attended the 2021 annual meeting.

Non-management directors, who are all independent directors, met, as annually required, as a group in executive session without the CEO or any other non-independent director or member of management at each of the seven regularly scheduled 2021 Board meetings. Our independent Chair of the Board presided over all executive sessions.

Other Public Company Board Membership and Related Time Commitments

Our Corporate Governance Policies provide that directors will not, without your Board’s approval, serve on a total of more than four public company board of directors (including our own). Further, without your Board’s approval, no director who serves as an executive officer of any public company may serve on a total of more than two public company boards of directors, including our own. Furthermore, when a director has a major change in their responsibilities, including principal employment or directorships, the Corporate Governance and Corporate Responsibility Committee is to consider such change and make a recommendation to your Board.

In addition to being a director of the Company, Mr. Demetriou, chief executive officer and director of Jacobs Engineering Group Inc., also serves as a director and non-executive board chair of C5 Acquisition Corp, a special acquisition company. The Board has evaluated Mr. Demetriou’s current responsibilities and future commitment expectations and has approved Mr. Demetriou’s various directorships.

Communications with your Board of Directors

Your Board provides a process for shareholders and interested parties to send communications to your Board and non-management directors, including our Chair of the Board. As set forth in the Company’s Corporate Governance Policies, shareholders and interested parties may send written communications to your Board or a specified individual director, including our Chair of the Board, by mailing any such communications to the FirstEnergy Board of Directors at the Company’s principal executive office, c/o Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, OH 44308-1890. Our Corporate Governance Policies can be viewed by visiting our website at www.firstenergycorp.com/charters.

The Corporate Secretary or a member of her staff shall review all such communications promptly and relay them directly to a member of your Board; provided that such communications (i) bear relevance to the Company and the interests of the shareholder, (ii) are capable of being implemented by your Board, (iii) do not contain any obscene or offensive remarks, (iv) are of a reasonable length, and (v) are not from a shareholder who has already sent two such communications to your Board in the last year. Your Board may modify procedures for sorting shareholders communications or adopt any additional procedures provided that they are approved by a majority of independent Directors.

Your Audit Committee also receives, reviews, and acts on complaints and concerns regarding accounting, internal accounting controls or auditing matters, including complaints regarding material ethical or criminal misconduct on the part of the Board of Directors, the Chief Executive Officer, any officer reporting directly to the Chief Executive Officer, the Controller & Chief Accounting Officer or the chief audit officer, and complaints regarding matters that could lead to significant reputational damage to the Company. Complaints or concerns specifically related to such matters may be made directly to your Audit Committee. Correspondence to the Audit Committee should be addressed to the attention of the Audit Committee Chair (c/o Corporate Secretary), FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890.

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Board Qualifications

The Corporate Governance and Corporate Responsibility Committee recommends Board candidates by identifying qualified individuals in a manner that is consistent with criteria approved by your Board. In consultation with the CEO, the Board Chair, Vice Chair and the full Board, the Corporate Governance and Corporate Responsibility Committee searches for, recruits, screens, interviews and recommends prospective directors to provide your Board with an appropriate balance of knowledge, experience, diversity attributes and capability on your Board. Suggestions for potential Board candidates come to the Corporate Governance and Corporate Responsibility Committee from a number of sources, including a third-party search firm, incumbent directors, officers and others. In connection with the Board’s active director succession planning, the Corporate Governance and Corporate Responsibility Committee regularly evaluates the addition of a director or directors with particular attributes with an appropriate mix of long-, medium-, and short-term tenured directors in its succession planning.

The Corporate Governance and Corporate Responsibility Committee considers suggestions for candidates for membership on your Board, including candidates recommended by shareholders for your Board. Provided that shareholders suggesting director candidates have complied with the procedural requirements set forth in the Corporate Governance and Corporate Responsibility Committee Charter and Amended and Restated Code of Regulations, the Corporate Governance and Corporate Responsibility Committee applies the same criteria and employs substantially similar procedures for evaluating candidates suggested by shareholders for your Board as it would for evaluating any other Board candidate. The Corporate Governance and Corporate Responsibility Committee will also give due consideration to all recommended candidates that are submitted in writing to the Corporate Governance and Corporate Responsibility Committee, in care of the Corporate Secretary, FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890, received at least 120 days before the publication of the Company’s annual Proxy Statement from a shareholder or group of shareholders owning one half of one percent (0.5 percent) or more of the Company’s voting stock for at least one year, and accompanied by a description of the proposed nominee’s qualifications and other relevant biographical information, together with the written consent of the proposed nominee to be named in the Proxy Statement and to serve on your Board. Also refer to the “Proposals and Business by Shareholders” section of the “Questions and Answers about the Annual Meeting” below for information regarding nominations under the Company’s Amended and Restated Code of Regulations.

Director Nomination Related Agreements

On March 16, 2021, your Company entered into a Director Appointment and Nomination Agreement (the “Director Nomination Agreement”) with Carl C. Icahn, Andrew Teno, Jesse A. Lynn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp. (collectively, the “Icahn Group”). Pursuant to the Director Nomination Agreement, effective as of March 18, 2021, your Board, among other matters agreed to: (i) increase the size of the Board from 12 to 14 directors, resulting in a total of two vacancies; and (ii) appoint Andrew Teno and Jesse A. Lynn (the “Icahn Designees”) to serve as directors of the Company to fill such vacancies, each with a term expiring at the 2021 Annual Meeting.

On November 6, 2021, your Company entered into a Common Stock Purchase Agreement (the “Blackstone SPA”) with BIP Securities II-B L.P., an affiliate of Blackstone Infrastructure Partners L.P. (“Blackstone”), for the private placement of 25,588,535 shares of the Company’s common stock. Pursuant to the Blackstone SPA, your Board, among other matters, agreed to appoint an individual designated by Blackstone to stand for election as a director at the 2023 Annual Meeting. Blackstone has designated Mr. Sean Klimczak as its nominee.

Summaries of the terms of the Director Nomination Agreement and the Blackstone SPA are provided in the “Certain Relationships and Related Person Transactions” section below.

Attributes, Experience, Qualifications and Skills of your Board

In recruiting and selecting Board candidates, the Corporate Governance and Corporate Responsibility Committee takes into account the size of your Board and considers a “skills matrix” to determine whether those skills and/or other attributes qualify candidates for service on your Board. The attributes, experiences, qualifications and skills considered in accordance with Corporate Governance Policies and the Corporate Governance and Corporate Responsibility Committee charter for each director nominee led your Board to conclude that the nominee is qualified to serve on your Board.

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The high-level overview below depicts some of the attributes, experiences, qualifications and skills of our director nominees the committee takes into account. It is not intended to be an exhaustive list of each director nominee’s skills or contributions to your Board. Also, additional biographical information and qualifications for each nominee is provided in the “Biographical Information and Qualifications of Nominees for Election as Directors” section below and contains information regarding the person’s service as a director, principal occupation, business experience along with key attributes, experience and skills. Each of the nominees brings a strong and unique background and skill set to your Board, giving your Board, as a whole, competence and experience in a wide variety of areas necessary to oversee the operations of the Company.

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Board Nominees Skills, Diversity & Committee Memberships

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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.

Board’s Focus on Diversity

The Company and your Board is committed to a policy of inclusiveness and believes that well assembled boards consist of a diverse group of individuals who possess a variety of complementary skills and experiences. Accordingly, your Board has set a goal that, for the foreseeable future, at least 30% of your Board will be composed of diverse (by race, ethnicity, and gender combined) individuals. The Corporate Governance and Corporate Responsibility Committee regularly assesses the size and composition of your Board in light of the current operating requirements of the Company and the current needs of your Board, and is also committed to actively seeking out highly qualified candidates of diverse backgrounds – including gender, race, skills, and professional experience and other attributes that contribute in the aggregate to the optimal functioning of your Board – to include in the pool from which future Board nominees are chosen. The Company’s Corporate Governance Policies also provide further opportunity for board refreshment by requiring directors who reach the age of 72 to tender their resignations to the Board to be effective upon acceptance by your Board.

Director Independence

Your Board annually reviews the independence of each of its members to make the affirmative determination of independence that is called for by our Corporate Governance Policies and required by the Securities Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) listing standards, including certain independence requirements of Board members serving on the Audit Committee, the Compensation Committee and the Corporate Governance and Corporate Responsibility Committee.

Your Board adheres to the definition of an “independent” director as established by the NYSE and the SEC. The definition used by your Board to determine independence is included in our Corporate Governance Policies and can be viewed by visiting our website at www.firstenergycorp.com/charters. All non-employee directors who served during any part of 2021 were independent under applicable standards.

Each year, our directors complete a questionnaire to assist your Board in assessing whether each director meets the applicable independence standards and the related provisions in the Company’s Corporate Governance Policies. The Company facilitates this review by examining its financial records to determine if there were payments made to or received from entities in which each non-employee director or immediate family member has a relationship based on responses to the questionnaires. Subject to the categorical standards approved by your Board and described below, a list of the relevant entities and the amounts the Company paid to or received from those entities is provided to your Board for the non-employee directors. Utilizing this information, the Corporate Governance and Corporate Responsibility Committee presents to your Board (i) an evaluation, with regard to each director, whether the director has any material relationship with the Company or any of its subsidiaries; (ii) a recommendation of whether the amount of any payments between the Company and relevant entities could interfere with a director’s ability to exercise independent judgment; and (iii) a review of any other relevant facts and circumstances regarding the nature of these relationships, to determine whether other factors, regardless of the categorical standards your Board has adopted or under the NYSE’s independence standards, might impede a director’s independence. Based on a review of information concerning each of its non-employee directors and the recommendation of the Corporate Governance and Corporate Responsibility Committee, your Board will affirmatively determine whether a director may be considered “independent.”

Your Board recognizes that in the ordinary course of business, relationships and transactions may occur between the Company and its subsidiaries and entities with which some of our directors are or have been affiliated. Our Corporate Governance Policies provide categorical standards to assist your Board in determining what does not constitute a material relationship for purposes of determining a director’s independence. Accordingly, the following commercial and charitable relationships will not be considered to be a material relationship that would impair a Director’s independence: (i) if the Director, an immediate family member or a person or organization with which the Director has an affiliation purchases electricity or related products or services from the Company or its subsidiaries in the ordinary course of business and the rates or charges involved in the transaction are fixed in conformity with law or governmental authority or otherwise meet the requirements of Item 404(a) Instruction 7 of Regulation S-K, (ii) the aggregate

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charitable contributions made by the Company to an organization with which a Director, an immediate family member or a person or organization with which the Director has an affiliation were less than $100,000 in each of the last three fiscal years, or (iii) the aggregate of other payments made by the Company to another entity or organization with which a Director, an immediate family member or a person or organization with which the Director has an affiliation, or received by the Company from that other entity or organization, were less than the greater of $1 million or 2% of the affiliated company’s revenues in each of the last three fiscal years. Notwithstanding the foregoing, the Board will not treat a Director’s relationship with the Company as categorically immaterial if the relationship otherwise conflicts with the NYSE corporate governance listing standards or is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K.

Based on the March 2022 independence review, your Board affirmatively determined that each of (i) Jana T. Croom and Sean T. Klimczak (our new director nominees), all other non-employee director nominees – Steven J. Demetriou, Lisa Winston Hicks, Paul Kaleta, Jesse A. Lynn, James F. O’Neil III, Andrew Teno, Leslie M. Turner and Melvin Williams – and (ii) our current Directors who are not standing for re-election – Michael J. Anderson, Julia L. Johnson, Donald T. Misheff, Thomas N. Mitchell, Christopher D. Pappas and Luis A. Reyes are independent pursuant to our Corporate Governance Polices, the rules and regulations of the SEC and the listing standards of the NYSE. Additionally, your Board determined that Sandra Pianalto, who did not stand for re-election at your Company’s 2021 annual meeting, was independent. In all cases, your Board determined that the nature of the business conducted and any interest in an entity that the applicable director has a relationship were immaterial both to the Company and to the director. Outside of their service as a Company director, none of the Company’s independent directors currently provide professional or other services to the Company, its affiliates or any officer of the Company and none of the Company’s directors are related to any executive officer of the Company. Messrs. Somerhalder and Strah are not considered independent directors because of their employment with your Company.

The Corporate Governance and Corporate Responsibility Committee also determined that none of the relationships described above constituted a related person transaction requiring disclosure under the heading “Certain Relationships and Related Person Transactions” in this Proxy Statement. Also, in each case where the director is a current executive officer of another company, any transactions constituted less than one percent of the Company’s and the other company’s consolidated gross revenues in each of the last three completed fiscal years.

FIRSTENERGY CORP. 23

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Biographical Information and

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 Corporate Governance and Corporate Responsibility Committee and your Board that he/she should serve as a director of your Company.

		Jana T. Croom Director Nominee
	AGE: 45 FirstEnergy DIRECTOR NOMINEE		STANDING COMMITTEES: N/A
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 oversight 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 oversight and related skills will make her a valuable member of your Board.

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	Steven J. Demetriou Director
AGE: 63 FirstEnergy DIRECTOR SINCE 2017		STANDING COMMITTEES: Finance (Chair); Compensation

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

Chair, chief executive officer and director of Jacobs Engineering Group Inc., a provider of technical professional services, including consulting, technical, scientific and project delivery for the government and private sector since August 2015. He serves as a director (non-executive board chair) of one other public company: C5 Acquisition Corp, a special purpose acquisition company since January 2022, which at this time is not an active business with significant operations. 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. 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 Corporate Governance and Corporate Responsibility Committee and your Board consider, among other things, the commitments of each director on the boards of other public companies.

Your Board believes that each of our director nominees has demonstrated the ability to devote sufficient time and attention

to Board and Committee duties, and otherwise fulfill the responsibilities required of directors. However, we understand that certain stakeholders may be concerned with Mr. Demetriou’s public company commitments, given his recent appointment as non-executive board chair for C5 Acquisition Corp. (“C5”), which is a special purpose acquisition company (“SPAC”) that issued its initial public offering in January 2022, in addition to serving as a director of the Company and as a chief executive officer and director of Jacobs Engineering Group Inc.

The Board has evaluated Mr. Demetriou’s current responsibilities and future commitment expectations, and is comfortable with his current public company commitments, as discussed further below. However, the Board intends to regularly evaluate Mr. Demetriou’s roles and responsibilities with respect to your Board to ensure that he continues to be able to dedicate the time necessary to fulfill his responsibilities. In addition, your Board is committed to ensuring that, by or before the filing of the 2023 proxy statement, Mr. Demetriou’s public company commitments will have been addressed in consideration of shareholder expectations.

In its assessment, the Board considered that Mr. Demetriou’s participation as the non-executive Chair of C5 is not expected to be a substantial time commitment, particularly due to the fact that C5 does not have significant operations and the limited operating nature of SPACs in general. In addition, Mr. Demetriou effectively manages the demands on his time in many ways:

◾ he is a seasoned director where his prior and current experience as a chief executive officer creates additional efficiencies for Mr. Demetriou in fulfilling his roles at your Company;

◾ Mr. Demetriou’s contributions to discussions and decision making as a member of the Board, as well as the Compensation Committee and Finance Committee, are valuable based on his chief executive experience; and

◾ differences in the number and duration of board meetings at the three companies support his continued high level of attendance and performance.

Mr. Demetriou is a highly engaged member of your Board and an active participant in all Board matters. Since becoming a director of your Company in 2017, Mr. Demetriou has attended 97% of regularly scheduled Board and respective committee meetings, including 98% meetings held in 2021. Mr. Demetriou 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 at these meetings.

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	Lisa Winston Hicks Director
AGE: 55 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEES: N/A

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

Chairman, MV Transportation, Inc., a privately owned passenger transportation contracting firm and provider of paratransit services, in the United States, since October 2014. She served as executive vice president, general counsel and corporate secretary for MV Transportation from 2012 until 2018. Ms. Hicks also serves as a director for Robotic Research, a provider of autonomy and robotic technology.

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, 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, 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, Hicks became its corporate secretary and continued in the role of senior vice president and associate 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.

	Paul Kaleta Director
AGE: 66 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEES: N/A

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 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, regulatory, energy transition, clean energy, energy sustainability and resiliency, governmental affairs, legal, and corporate governance and compliance experience qualifies him to serve as a member of your Board.

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	Sean T. Klimczak Director Nominee
AGE: 45 FirstEnergy DIRECTOR NOMINEE		STANDING COMMITTEES: N/A

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

Senior managing director and global head of infrastructure of Blackstone Inc., a global investment firm since August 2005. He serves as a director of the following other public company: Cheniere Energy Inc., an energy infrastructure company. Mr. Klimczak was previously a director of the General Partner of Cheniere Partners (from September 2012 to August 2017).

KEY ATTRIBUTES, EXPERIENCE AND SKILLS:

Mr. Klimczak received a Bachelor of Business Administration in Finance and Business Economics from the University of Notre Dame and a Master of Business Administration from Harvard Business School. Prior to his position at Blackstone, Mr. Klimczak was an Associate at Madison Dearborn Partners. Prior to that, he worked in the Mergers & Acquisitions department of Morgan Stanley & Company’s Investment Banking Division. Mr. Klimczak’s nomination to the Board of FirstEnergy was made pursuant to a Common Stock Purchase Agreement that was entered into by the Company and with BIP Securities II-B L.P., an affiliate of Blackstone Infrastructure Partners L.P., in connection with Blackstone’s purchase of FirstEnergy common stock. Mr. Klimczak’s energy infrastructure industry expertise and financial and investment experience qualifies him to serve as a member of your Board.

	Jesse A. Lynn Director
AGE: 51 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEES: Corporate Governance and Corporate Responsibility

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

General Counsel of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, real estate, home fashion and pharma, since 2014. Mr. Lynn also served as Chief Operating Officer of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since April 2021. Mr. Lynn also serves as a director of the following two other public companies: Xerox Holdings Corporation, a provider of print and digital document products and services, since November 2021 and Conduent Incorporated, a provider of business process outsourcing services, since April 2019. Mr. Lynn was previously a director of Cloudera, Inc., a provider of enterprise data cloud services, from August 2019 through its sale in October 2021; Herbalife Nutrition Ltd., a nutrition company, from April 2014 to January 2021; and The Manitowoc Company, Inc., a capital goods manufacturer, from April 2015 to February 2018.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS:

Mr. Lynn received a Bachelor of Arts from the University of Michigan and a Juris Doctor from the Boston University School of Law. He has extensive experience in a variety of businesses, including investment, energy, automotive, food packaging, metals, real estate, home fashion and pharma. Prior to his current position, Mr. Lynn was Assistant General Counsel of Icahn Enterprises L.P. (from 2004 to 2014). Prior to joining Icahn Enterprises L.P., Mr. Lynn worked as an associate in the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department and as an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn’s legal experience and his experience in a variety of industries along with his broad business skills make him a valuable member of your Board.

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	James F. O’Neil III Director
AGE: 63 FirstEnergy DIRECTOR SINCE 2017		STANDING COMMITTEES: Compensation (Chair); Operations and Safety Oversight

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

Chief executive officer and vice chairman of Orbital Energy Group (formerly known as CUI Global Inc.), a company focused on acquisition and development of innovative companies to create a diversified energy services platform since 2019. Principal owner of Forefront Solutions, LLC, which provides consulting services primarily to the energy infrastructure industry, since October 2017. 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 (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 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.

	John W. Somerhalder II Director
AGE: 66 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEE: N/A

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

Vice Chair and Executive Director of your Board and a member of management since March 2021. Mr. Somerhalder recently 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 July 2020). He also served as a director of Gulfport Energy Corp (from July 2020 to May 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 August 2017 to July 2019), and as director at Crestwood Equity GP LLC, the general partner of Crestwood Equity Partners LP (from October 2013 to February 2020).

KEY ATTRIBUTES, EXPERIENCE AND SKILLS:

Mr. Somerhalder holds a Bachelor of Science degree in chemical engineering from the University of Arizona. He 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). Prior to that, he was president and chief executive officer of AGL Resources Inc., a former publicly traded energy services holding company (from March 2006 to his retirement in December 2015), and chairman of AGL Resources board of directors (from November 2007 to December 2015). 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. He has extensive leadership and senior management experience, including the roles of chief executive officer and board chairman. His extensive energy industry, executive and board experience have equipped him with leadership skills and knowledge of the industry, and board processes and functions. Mr. Somerhalder’s extensive experience qualifies him to serve on your Board, lead efforts to rebuild trust with our external stakeholders, support our senior leadership team’s efforts to achieve its priorities, and strengthen your Company’s governance and compliance functions.

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	Steven E. Strah Director
AGE: 58 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEE: N/A

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

President, CEO and director of your Company since March 2021. He was President and Acting CEO (from October 2020 to March 2021), and President (since May 2020). He also served as Senior Vice President and Chief Financial Officer of your Company (from 2018 to 2020), and Senior Vice President and President of FirstEnergy Utilities (from 2015 to 2018). He also serves as a director of many other subsidiaries of the Company.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS:

Mr. Strah received his Bachelor of Science degree in business administration from Baldwin Wallace University. His extensive career began in 1984 at The Illuminating Company, now a subsidiary of your Company, and continued at FirstEnergy Corp. He has held numerous executive leadership positions at your Company including President at various FirstEnergy subsidiaries. Mr. Strah’s vast experience brings to your Board an extraordinary understanding of the inner workings of the public utilities industry and FirstEnergy.

	Andrew Teno Director
AGE: 37 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEES: Audit Finance

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

Portfolio manager of Icahn Capital LP., a diversified holding company engaged in a variety of businesses including investment, energy, automotive, food packaging, metals, real estate, home fashion and pharma, since October 2020. Prior to his position at Icahn Capital, Mr. Teno worked at Fir Tree Partners (from 2011 to 2020), a NY based private investment firm that invests worldwide in public and private companies, real estate and sovereign debt. Mr. Teno serves as a director of the following two public companies: Herc Holdings Inc. (an equipment rental supplier) and Cheniere Energy, Inc. (an energy infrastructure company). He served as a director of Eco-Stim Energy Solutions (from March 2017 to December 2018).

KEY ATTRIBUTES, EXPERIENCE AND SKILLS:

Mr. Teno received an undergraduate business degree from the Wharton School at the University of Pennsylvania. Prior to his current position at Icahn Capital, Mr. Teno worked at Fir Tree Partners, a NY based private investment firm. Prior to Fir Tree, he worked at Crestview Partners as an associate in their private equity business and at Gleacher Partners, a boutique mergers and acquisitions firm. Mr. Teno’s investment expertise and experience in a variety of industries, along with his business skills, make him a valuable member of your Board.

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	Leslie M. Turner Director
AGE: 64 FirstEnergy DIRECTOR SINCE 2018		STANDING COMMITTEES: Audit; Compensation

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

Retired in March 2018 as senior vice president, general counsel and corporate secretary (positions held since 2012) of The Hershey Company, a global confectionery company.

KEY ATTRIBUTES, EXPERIENCE AND SKILLS:

Ms. Turner received her law degree from the 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 served as senior vice president, general counsel, and corporate secretary of The Hershey 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 stakeholder considerations facing publicly traded companies. Prior to joining Hershey, Ms. Turner’s career included progressively more responsible leadership roles at Coca-Cola North America, Akin Gump Hauer & Feld, LLP and the senior executive service level of the federal government. Ms. Turner’s legal experience and additional regulatory experience qualify her to serve as a member of your Board.

	Melvin Williams Director
AGE: 58 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEES: Corporate Governance and Corporate Responsibility; Operations and Safety Oversight

POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE:

Retired in 2020 as president of Nicor Gas, a natural gas distribution company and subsidiary of the Southern Company, and senior vice president of Southern Company Gas (positions held since 2015).

KEY ATTRIBUTES, EXPERIENCE AND SKILLS:

Mr. Williams received his Bachelor of Science degree from the Savannah State University. Prior to his most recent positions, he held progressively more responsible leadership roles including senior vice president, planning and business services at Nicor Gas and vice president and general manager at Atlanta Gas Light Company and Florida City Gas Company. Over 32 years of utility experience that includes sales, marketing, regulatory, and utility operations enables Mr. Williams to provide valuable insight and qualifies him to serve as a member of your Board.

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Board Committees

Your Board has established five standing committees and two special Board oversight committees, which are described below. All committees are comprised solely of independent directors as determined by your Board in accordance with our Corporate Governance Policies, which incorporate the NYSE listing standards and applicable SEC rules. Presented below are the current committee memberships. Following the Annual Meeting your newly elected Board will review and update these memberships.

Audit Committee

9 meetings in fiscal year 2021

Michael J. Anderson (Chair) *     Donald T. Misheff *     Andrew Teno *     Leslie M. Turner     * Financial Experts

The Audit Committee is primarily responsible for assisting your Board with oversight of: ◾  the integrity of the Company’s financial statements, and financial reporting and disclosure controls processes; ◾  adherence to legal, compliance, risk management and regulatory requirements, including oversight of the Company’s Ethics & Compliance Program; ◾  independent auditor’s qualifications, independence, and performance; ◾  performance of the Company’s internal audit function; and ◾  the Company’s systems of internal controls over financial reporting with respect to the accuracy of financial records. The Audit Committee’s Compliance Oversight Sub-committee discussed further below was established to assess and implement changes as appropriate in your Company’s compliance program. The Audit Committee is also directly responsible for the appointment, compensation and retention of, and the oversight of the work and pre-approval of all services provided by the Company’s independent registered public accounting firm. For a complete list of responsibilities and other information, please refer to the Audit Committee Charter available on our website at www.firstenergycorp.com/charters.

Your Board appoints at least one member of the Audit Committee who, in your Board’s business judgment, is an “Audit Committee Financial Expert,” as such term is defined by the SEC. Your Board determined that Messrs. Anderson and Misheff meet this definition. All members of the Audit Committee are financially literate and are independent pursuant to our Corporate Governance Policies, the rules and regulations of the SEC and the listing standards of the NYSE. As required by the applicable NYSE listing standards, to the extent any member of the Company’s Audit Committee simultaneously serves on the audit committee of more than three public companies, the Company will disclose on its website (www.firstenergycorp.com/board) your Board’s determination whether such simultaneous service impairs the ability of that individual to serve effectively on the Company’s Audit Committee. See the Audit Committee Report in this Proxy Statement for additional information regarding the Audit Committee.

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Compensation Committee

12 meetings in fiscal year 2021

James F. O’Neil III (Chair)     Steven J. Demetriou     Julia L. Johnson     Leslie M. Turner

The Compensation Committee is primarily responsible for: ◾  carrying out the responsibilities delegated by the Board relating to the review and determination of executive compensation; and ◾  provide general oversight of the Company’s compensation philosophy and practices and human capital initiatives. The Compensation Committee also reviews and, if appropriate, makes recommendations to your Board regarding the compensation and benefits of our non-employee directors. To the extent permitted under NYSE listing standards and applicable law, the Compensation Committee is authorized to delegate its responsibilities to one or more sub-committees. For information regarding the role of executive officers and our independent compensation consultant in determining or recommending the amount or form of executive and director compensation, see the CD&A section below. For a complete list of responsibilities and other information, refer to the Compensation Committee Charter available on our website at www.firstenergycorp.com/charters. Effective May 18, 2021, Mr. Demetriou and Ms. Johnson were appointed to the Compensation Committee.

  Corporate Governance and Corporate Responsibility Committee 12 meetings in fiscal year 2021    

  Julia L. Johnson (Chair)     Jesse A. Lynn     Christopher D. Pappas     Luis A. Reyes     Melvin D. Williams   The Corporate Governance and Corporate Responsibility Committee is primarily responsible for:   ◾  the Company’s director nominations process,   ◾  the Company’s corporate governance policies; and   ◾  oversight of the Company’s policies and practices relating to corporate responsibility.   The Committee is also directly responsible for oversight of our (i) political activities and practices and (ii) our Company’s corporate citizenship practices and ESG strategy. For a complete list of responsibilities and other information, refer to the Corporate Governance and Corporate Responsibility Committee Charter available on our website at www.firstenergycorp.com/charters.   Effective May 18, 2021, Mr. Williams was appointed to, and Messrs. Misheff and Mitchell transitioned off, the Corporate Governance and Corporate Responsibility Committee.

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Finance Committee

9 meetings in fiscal year 2021

Steven J. Demetriou (Chair)     Michael J. Anderson     Thomas N. Mitchell     Christopher D. Pappas     Andrew Teno

The Finance Committee is primarily responsible for monitoring and overseeing the Company’s financial resources and strategies, with emphasis on those issues that are long-term in nature. For a complete list of responsibilities and other information, refer to the Finance Committee Charter available on website at www.firstenergycorp.com/charters. Effective May 18, 2021, Mr. Mitchell was appointed to, and Ms. Johnson transitioned off, the Finance Committee.

  Operations and Safety Oversight Committee 4 meetings in fiscal year 2021    

  Thomas N. Mitchell (Chair)     James F. O’Neil III     Luis A. Reyes     Melvin D. Williams   The Operations and Safety Oversight Committee is primarily responsible for monitoring and overseeing the Company’s significant operating matters relating to the Company’s electric power generation and distribution and transmission operations, together with safety, reliability, environmental strategy, climate change, environmental protection and sustainability, and quality matters relating to such operations. For a complete list of responsibilities and other information, refer to the Operations and Safety Oversight Committee Charter available on our website at www.firstenergycorp.com/charters.   Effective May 18, 2021, Mr. Williams was appointed to, and Mr. Demetriou transitioned off, the Operations and Safety Oversight Committee.

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Special Board Oversight Committees
Leslie M. Turner (Chair)	Compliance Oversight Sub-committee of the Audit Committee is primarily responsible for assessing your Company’s corporate compliance program and overseeing the implementation of recommended enhancements, as appropriate. ◾  Members: Leslie M. Turner (Chair), Julia L. Johnson, Thomas N. Mitchell, Luis A. Reyes and Andrew Teno ◾  3 meetings in fiscal year 2021

  Paul Kaleta (Chair) Special Litigation Committee is authorized to take all actions as it deems advisable, appropriate, and in the best interests of the Company and its shareholders with respect to pending shareholder derivative litigation and demands.   ◾  Members: Paul Kaleta (Chair), Lisa Winston Hicks, Jesse A. Lynn and Melvin D. Williams   ◾  37 meetings in fiscal year 2021   Effective July 1, 2021, the Special Litigation Committee was created, and the Independent Review Committee and the Demand Review Committee were dissolved.   In addition and as described in greater detail in the “Board Oversight – Board Response to Government Investigations” section above, on February 9, 2022 the Special Litigation Committee agreed to a settlement term sheet to resolve multiple shareholder derivative lawsuits that included, among other things, an agreement that your Board will (1) form a special Board committee to initiate a review process of the current senior executive team, to begin within 30 days of the 2022 Annual Meeting of Shareholders; and (2) and cause the reconstituted Corporate Governance and Corporate Responsibility Committee to oversee the implementation and third-party audits of Board-approved action plans with respect to political and lobbying activities.  

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Items to Be Voted On

Item 1	Election of Directors
	✓ Your Board recommends that you vote FOR all nominees in Item 1

You are being asked to vote for the following 12 nominees (10 current directors and two new director nominees (Ms. Jana T. Croom and Mr. Sean T. Klimczak) to serve on your Board for a term expiring at the annual meeting of shareholders in 2023 and until their successors shall have been elected: Jana T. Croom, Steven J. Demetriou, Lisa Winston Hicks, Paul Kaleta, Sean T. Klimczak, Jesse A. Lynn, James F. O’Neil III, John W. Somerhalder II, Steven E. Strah, Andrew Teno, Leslie M. Turner and Melvin Williams. Mr. Klimczak’s nomination to the Board of FirstEnergy was made pursuant to a Common Stock Purchase Agreement that was entered into by the Company and BIP Securities II-B L.P., an affiliate of Blackstone Infrastructure Partners L.P., in connection with Blackstone’s purchase of FirstEnergy common stock in 2021. Michael J. Anderson, Julia L. Johnson, Donald T. Misheff, Thomas N. Mitchell, Christopher D. Pappas, Luis A. Reyes, are not standing for re-election at the Annual Meeting, and his/her term on your Board will expire at the conclusion of the Annual Meeting.

The “Biographical Information and Qualifications of Nominees for Election as Directors” section of this Proxy Statement provides information for all nominees for election at the Annual Meeting. The “Board Qualifications” section of this Proxy Statement provides information relating to your Board’s and Corporate Governance and Corporate Responsibility Committee’s review of nominees. Your Board has no reason to believe that the persons nominated will not be available to serve after being elected. If any of these nominees would not be available to serve for any reason, shares represented by the appointed proxies will be voted either for a lesser number of directors or for another person selected by your Board. However, if the inability to serve is believed to be temporary in nature, the shares represented by the appointed proxies will be voted for that person who, if elected, will serve when able to do so.

Pursuant to the Company’s Amended and Restated Code of Regulations, at any election of directors, a nominee shall be elected to your Board only if the vote “For” the candidate exceed the votes “Against” the nominee; abstentions and broker non-votes will have no effect. Our Corporate Governance Policies also provide that in an uncontested election of directors (i.e., an election where the only nominees are those recommended by your Board), any nominee for director who receives a greater number of votes “Against” his or her election than votes “For” his or her election will promptly tender his or her resignation to the Corporate Governance and Corporate Responsibility Committee following certification of the shareholder vote. The Corporate Governance and Corporate Responsibility Committee will promptly consider the tendered resignation and will recommend to your Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders’ meeting at which the election occurred. In considering whether to recommend acceptance or rejection of the tendered resignation, the Corporate Governance and Corporate Responsibility Committee will consider factors deemed relevant by the committee members, including the director’s length of service, the director’s particular qualifications and contributions to the Company, the reasons underlying the majority withheld vote, if known, and whether these reasons can be cured, and compliance with stock exchange listing standards and the Corporate Governance Policies. In considering the Corporate Governance and Corporate Responsibility Committee’s recommendation, your Board will consider the factors considered by the Corporate Governance and Corporate Responsibility Committee and any such additional information and factors your Board believes to be relevant. Your Board will act on the Corporate Governance and Corporate Responsibility Committee’s recommendation no later than at its next regularly scheduled Board meeting.

Your Board Recommends That You Vote “For” All Nominees in Item 1. ✓

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Item 2	Ratification of the Appointment of the Independent Registered Public Accounting Firm For 2021
	✓ Your Board recommends that you vote FOR Item 2

You are being asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to examine the books and accounts of the Company for the fiscal year ending December 31, 2022. While our Amended and Restated Code of Regulations does not require shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, we are submitting the proposal for ratification as a matter of good corporate governance. However, if shareholders do not ratify the appointment, the Audit Committee will reconsider retaining PricewaterhouseCoopers LLP in future years. Even if the appointment is ratified, the Audit Committee, at its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. A representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting and will be available to respond to appropriate questions and have an opportunity to make a statement if he or she wishes to do so. We refer you to the “Matters Relating to the Independent Registered Public Accounting Firm” section of this Proxy Statement for information regarding services performed by, and fees paid to, PricewaterhouseCoopers LLP during the years 2020 and 2021. Item 2 requires the affirmative vote of a majority of the votes cast and abstentions will have no effect. There can be no broker non-votes on Item 2 as it is considered a “routine” matter under applicable NYSE rules.

Your Board Recommends That You Vote “For” Item 2. ✓

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Item 3	Approve, on an Advisory Basis, Named Executive Officer Compensation
	✓ Your Board recommends that you vote FOR Item 3

The following proposal provides shareholders the opportunity to cast an advisory, non-binding vote to approve the compensation of the NEOs (a “Say-on-Pay” vote) as further described in the Compensation Discussion and Analysis (“CD&A”) and the related compensation tables and narrative disclosure. This resolution is required pursuant to Section 14A of the Securities Exchange Act of 1934. Currently, the advisory vote is held annually. The next advisory vote on NEO compensation is scheduled to occur at the Company’s 2023 Annual Meeting of Shareholders. Your Board strongly supports the Company’s executive pay practices and asks shareholders to support its executive compensation program by adopting the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the FirstEnergy Corp. Named Executive Officers, as such compensation is disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the other related narrative executive compensation disclosure contained in the proxy statement.”

The primary objectives of the Company’s executive compensation program are to attract, motivate, retain, and reward the talented executives, including the NEOs, who we believe can provide the performance and leadership to achieve success in the highly complex energy industry. Our executive compensation program is centered on a pay-for-performance philosophy. After robust benchmarking and shareholder outreach, the Compensation Committee and your Board approved a number of key changes effective in 2018 and have generally maintained the same structure and design for the executive compensation program, to better align executive pay with shareholder interests.

In deciding how to vote on this proposal, we encourage you to read the CD&A for a more detailed discussion of our executive compensation programs and practices applicable to the NEOs, beginning on page 54.

Your Board strongly believes that our compensation philosophy, in conjunction with continued shareholder outreach, is in the best interests of shareholders. We will continue to annually review and evaluate all compensation plans and programs with the goal of aligning such plans and programs with market practice where appropriate and with the best interests of our shareholders. Item 3 is an advisory proposal that requires the affirmative vote of a majority of the votes cast; abstentions and broker non-votes will have no effect.

Although this advisory vote is non-binding, your Board and the Compensation Committee value the views of our shareholders and expect to consider the voting results when considering future executive compensation practices for the NEOs.

Your Board Recommends That You Vote “For” Item 3. ✓

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Item 4	Shareholder Proposal Requesting a Report Relating to Electric Vehicles and Charging Stations with Regards to Child Labor Outside of the United States
	X Your Board recommends that you vote AGAINST Item 4.

Steven J. Milloy, 12309 Briarbush Lane, Potomac, MD 20854, plans to introduce the following resolution at the Annual Meeting. We have been notified that Mr. Milloy is the beneficial owner of no less than 81 shares of your Company’s common stock.

Child Labor Audit

Resolved:

Shareholders request that, beginning in 2022, First Energy report to shareholders on the extent to which its business plans with respect to electric vehicles and their charging stations may involve, rely or depend on child labor outside the United States.

Supporting Statement:

First Energy’s business plans involve the promotion of electric vehicles. First Energy hopes to profit from the charging of such vehicles.

But according to Amnesty International and media reports:

— Cobalt is an expensive metal used in electric car batteries.

— 59% of the global cobalt supply comes from the Democratic Republic of the Congo

— Cobalt mining in the Congo is often done by children — as many as 40,000 — working in brutal and unsafe conditions. A euphemism for these children is “informal” workers.

— Many of these children are injured and killed in these conditions.

— Such child labor is a gross violation of human rights.

In addition, the global cobalt supply change is now controlled by Communist China, which is a known and egregious violator of human rights.

More information on these human rights violations may be found at https://junkscience.com/2020/10/mean-and-unclean-electric-cars-powered-by-child-labor-in-africa/.

Shareholders have the right to know the extent to which, if any and intentionally or not, First Energy’s business plans rely on or involve the direct or indirect exploitation of child labor and/or the violation of the human rights of child workers outside the United States.

Your Company’s Response — Item 4

Your Board has carefully considered the foregoing shareholder proposal and unanimously recommends a vote AGAINST it for the following reasons:

With respect to material and equipment purchases and related services, your Company’s suppliers are required to comply with FirstEnergy’s Code of Conduct and Supplier Code of Conduct, and we work directly with suppliers and through industry coalitions to address supply chain social and environmental issues.

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Your Company believes in the importance of ethical sourcing in its supply chain and is committed to responsible business practices. In accordance with our Standard Terms and Conditions for material and equipment purchases and related services, your Company’s business partners, including our suppliers, are required to comply with FirstEnergy’s Code of Conduct (the “Code”). In addition, pursuant to the Code, our business partners such as suppliers, consultants, representatives and agents are also required to follow FirstEnergy’s Supplier Code of Conduct (the “Supplier Code”). All suppliers must meet FirstEnergy’s standards, including fair employment practice; compliance with laws, including labor and human rights laws, regulations, and rules; and environmental protection and sustainability. More specifically, suppliers must ensure that child labor is not used in the performance of the work with FirstEnergy or any company. The Code and the Supplier Code can be found at: www.firstenergycorp.com/responsibility.

Regarding electric vehicles purchased for our own operations, FirstEnergy currently works with two major manufacturers of vehicles based in the United States both of which have robust supply chain programs specifically addressing cobalt sourcing issues, including their participation in the Responsible Cobalt Initiative. Your Company also participates in the Electric Utility Industry Sustainable Supply Chain Alliance, a coalition of utilities and suppliers working together to advance sustainability best practices in utility supply chain activities and supplier networks.

As an electric service provider, your Company is responding to the needs and desires of its customers and policymakers relating to the adoption of electric vehicles and access to charging infrastructure.

FirstEnergy does not manufacture electric vehicles or electric vehicle charging stations. FirstEnergy also cannot control or project the types of vehicles that consumers or businesses may purchase or use within our service area, or control the battery technologies that such vehicles may utilize. Similarly, FirstEnergy cannot control or project how electric vehicle manufacturers might work with their battery suppliers to possibly transition to technologies that are not reliant on cobalt, or address issues related to the sourcing of cobalt as a raw material.

Issues relating to child labor and human rights associated with cobalt production are likely best addressed through existing manufacturing supply chain initiatives and industry trade groups that have a direct influence on such practices.

Your Company’s business strategy appropriately recognizes and seeks to respond to near- and long-terms trend towards transportation electrification.

Increased deployment of electric vehicles is occurring as part of a broader evolution of transportation – one driven by consumers, policymakers, and other stakeholders seeking to address a range of issues, including the reduction of carbon emissions. FirstEnergy’s business strategy is designed to plan for and respond to these trends, and it is incumbent on your Company to plan for how the electric delivery systems will need to respond to these trends to ensure continued reliability and performance.

Although FirstEnergy is expanding the use of electric vehicles in its fleets and is promoting the use of electric vehicles to mitigate climate change, as discussed above, the issues associated with the sourcing of cobalt are far beyond the scope of FirstEnergy’s supply chain or business plans. FirstEnergy acknowledges that there have been supply chain issues involving human rights identified with the sourcing of cobalt, which is used as a key element for the production of rechargeable batteries, including those used with electric vehicles. However, FirstEnergy believes that the Company’s supply chain policies and partnerships with other companies and trade groups discussed above mitigate these concerns as they relate to FirstEnergy.

Summary

Your Company’s suppliers are required to comply with FirstEnergy’s Code of Conduct and Supplier Code of Conduct. Accordingly, all of our suppliers must meet FirstEnergy’s standards, including a requirement that suppliers must ensure that child labor is not used in the performance of the work with FirstEnergy or any company. Based on the above, your Board recommends that you vote AGAINST this shareholder proposal because your Board believes it is not in the best interests of our shareholders and the Company.

X Your Board Recommends That You Vote “Against” Item 4.

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Item 5	Shareholder Proposal Regarding Special Shareholder Meetings
	X Your Board recommends that you vote AGAINST Item 5.

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, plans to introduce the following resolution at the Annual Meeting. We have been notified that Mr. Chevedden is the beneficial owner of no less than 90 shares of your Company’s common stock.

NOTE: The graphic below was submitted as part of the shareholder’s proposal.

Proposal 5 — Special Shareholder Meeting Improvement

Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.

One of the main purposes of this proposal is to give shareholders the right to formally participate in calling for a special shareholder meeting regardless of their length of stock ownership to the fullest extent possible.

It is important to adopt this proposal to make up for our lack of a shareholder right to act by written consent by a majority of shares outstanding. Many companies provide for both a shareholder right to call a special shareholder meeting and a shareholder right to act by written consent.

Southwest Airlines and Target are companies that do not provide for shareholder written consent and yet provide for 10% of shares to call for a special shareholder meeting.

FirstEnergy shareholders gave 45%-support to a shareholder proposal for the shareholder right to act by written consent. This 45%-support likely represented 51%-support from the shares that have access to independent proxy voting advice and are not forced to rely on the biased voting advice of FE management.

FirstEnergy management should support a proposal topic that earns majority shareholder support—especially at a company like FE where the stock price performs so poorly and was fined $230 million in the Ohio nuclear bribery scandal. To partially compensate for not having a right to written consent by a majority we need a right for 10% of shares to call a special shareholder meeting.

A more reasonable right to call a special meeting might make for more of an incentive for our directors to perform better since a special meeting can elect a new director. For instance Mr. Donald Misheff, FirstEnergy Chairman, received 56 million negative votes at the 2021 annual meeting. This was up to 15-times the negative votes of other FE directors.

And FirstEnergy stock was at $82 in 2008.

It is important to adopt this proposal to make up for our lack of a shareholder right to act by written consent.

Please vote yes:

Special Shareholder Meeting Improvement – Proposal 5

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Your Company’s Response — Item 5

Your Board has carefully considered the foregoing shareholder proposal and unanimously recommends a vote AGAINST it for the following reasons:

FirstEnergy Shareholders Already Have the Ability to Call Special Shareholder Meetings

Your Board believes that shareholders should have the ability to call special meetings and has continued to give serious consideration to the issue. In 2011, after careful consideration and consultation with numerous shareholders, your Board presented, and our shareholders approved by over 97% of the votes cast (85% of shares then outstanding), the right of holders of 25% or more of the outstanding shares of FirstEnergy to call a special meeting of shareholders. Since then, we have regularly engaged with shareholders on a wide range of governance topics, and shareholders, on the whole, have not identified this threshold percentage as a concern to your Board or to management. However, based on your Board’s ongoing review of this topic, as further discussed below we anticipate seeking shareholder approval in 2023 to further reduce this threshold to allow for the right of holders of FirstEnergy to call a special meeting of shareholders to 20% or more of the outstanding shares from the existing 25%.

Anticipated 20% Ownership Threshold Strikes a Reasonable and Appropriate Balance

Your Board continues to support a reasonable and appropriate ownership threshold to call a special meeting for the following reasons:

◾ Your Board believes that a 20% ownership threshold for the right to call a special meeting strikes a reasonable and appropriate balance between empowering shareholders with an important right and protecting against the risk that a small minority of shareholders with potentially narrow, short-term interests would call a special meeting.

◾ Shareholder meetings are significant events that require a substantial monetary commitment on the part of your Company and attention of your Board, officers and employees, thus diverting attention away from their focus on meeting our business objectives and enhancing shareholder value.

◾ Allowing a small minority of shareholders to call a special meeting for any reason would permit such minority to pursue self-interested goals, which could be detrimental to the interest of a majority of our shareholders and other stakeholders.

Your Board also considered the composition of the Company’s shareholder base, which currently includes several shareholders that individually hold greater than 5% of our common stock.

Company to Propose Reducing Special Meeting Threshold to 20% (from the existing 25%)

This non-binding shareholder proposal requests that your Board “take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.” In 2011, your Board successfully obtained shareholder approval to provide the existing right of holders of 25% or more of the outstanding shares of FirstEnergy to call a special meeting of shareholders.

Based on your Board’s ongoing review of this topic, we anticipate seeking shareholder approval at the Company’s 2023 annual meeting of shareholders to further reduce this threshold to allow for the right of holders of 20% or more of the outstanding shares of FirstEnergy to call a special meeting of shareholders. Due to the requirement to file a preliminary proxy statement and the required timing of such filing, this management proposal is to be presented at next year’s annual meeting of shareholders. Your Board cannot unilaterally adopt the proposed amendment because a shareholder vote is necessary under our governing documents and Ohio Law. Your Board believes reducing the threshold to 20% more appropriately and effectively implements the policy at issue and serves the best interests of our shareholders.

FirstEnergy’s Robust Shareholder Outreach and Engagement and Practices Provide Shareholders Opportunities to Express Opinions on Topics of Interest

Your Board and management continue to view our commitment to ongoing dialogue with our shareholders as key to the Company’s success. To that end, and as discussed in detail earlier in this Proxy Statement in the “Shareholder Outreach and Engagement Program” section, your Company’s leaders meet regularly with shareholders to discuss key developments, our strategy and operational performance. We also meet with shareholders throughout the year to discuss perspectives on corporate governance, executive compensation matters and related disclosures.

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Moreover, our governance policies promote open communication between shareholders and the Board. The Company encourages shareholders to communicate directly as described in the “Communications with your Board of Directors” section above. Our shareholders also are empowered in other important rights that make the proponent’s request unnecessary. Specifically:

◾ Proxy Access: A group of up to 20 shareholders, representing at least 3% of outstanding shares held for at least three years, can nominate up to two director nominees or 20% of the Board – these nominees, if qualified, would be included in the Company’s proxy materials.

◾ Annual Election of All Directors: Each director nominee stands for election each year, making them subject to shareholder review at each Annual Meeting of Shareholders.

Summary

Your Board believes that 20% of our shareholders should agree that a matter requires shareholder action before a special meeting is called. Based on your Board’s ongoing review of this topic and as further discussed above, we anticipate seeking shareholder approval in 2023 to further reduce this threshold to allow for the right of holders of 20% (from the existing 25%) or more of the outstanding shares of FirstEnergy to call a special meeting of shareholders.

If the proponent’s request was implemented, a relatively small minority of shareholders – potentially with narrow, short-term interests – could possibly call an unlimited number of special meetings, without regard to how costs and other burdens might impact the Company’s future success or to pursue goals at odds with the interests of the vast majority of shareholders. Your Board believes reducing the threshold to 20% more appropriately and effectively implements the policy at issue and serves the best interests of our shareholders. Therefore, your Board recommends that you vote AGAINST this shareholder proposal because your Board believes it is not in the best interests of our shareholders and the Company.

X Your Board Recommends That You Vote “Against” Item 5.

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Our Commitment to Employees

Our commitment to employees is an essential part of our ESG priorities. Our people are the force that move our company forward – that advance our business strategy and ESG performance and turn our vision and goals into a reality. We have chosen to highlight the human capital management topics that comprise our commitment to employees separately here in the Proxy Statement. Additional ESG topics will be discussed in the following sections. As the topics below illustrate, we are dedicated to developing an inclusive, equitable, rewarding and safe work atmosphere and empowering a diverse and innovative team to make our customers’ lives brighter and our communities stronger.

Human Capital Management

FirstEnergy strives to be the employer of choice in our operating areas, known for our diverse team, our culture of equity and inclusion and our dedication to helping our approximately 12,400 employees reach their full potential. We want our culture to empower employees to support our mission, build satisfying and engaging careers at FirstEnergy and drive our success.

Our core values – Integrity, Safety, DEI, Performance Excellence, and Stewardship are the foundation for how FirstEnergy operates, behaves and interacts every day. Our core values encompass what matters most at FirstEnergy. They identify the beliefs or ideals expected by everyone in the organization and guide the decisions made and actions taken. Built upon our core values, our talent management and total rewards processes are designed to attract, retain, focus, reward and develop a diverse and skilled workforce of high-performing employees and teams.

FirstEnergy’s financial and operational performance is the result of our employees’ efforts and behaviors. We aim to foster an environment where integrity and ethical behaviors are expected from all levels within the organization. By focusing not only on what we achieve but, how we achieve it, we build upon and support the Company’s mission to be a forward-thinking electric utility that is powered by a diverse team of employees committed to ethics and integrity and doing the right thing every time. Behaviors such as courage, accountability, customer focus, collaboration and trust are encouraged, and employees are accountable for making the right decisions and speaking up when something does not seem consistent with our core values or violates the FirstEnergy Code of Conduct.

Driving a Culture of Compliance and Integrity

Your Board has enhanced its oversight, including the formation of a Compliance Oversight Sub-committee of the Audit Committee – comprised entirely of independent directors – tasked with overseeing the assessment of the Company’s corporate compliance program and governance practices. This sub-committee, supported by independent counsel and compliance advisors, assists in making recommendations, and overseeing the implementation of and enhancements to the Company’s corporate compliance program, structure and governance practices, with the goal of building a best-in-class culture of compliance. Key initial actions are designed to enhance our compliance program and include:

People: centralizing the compliance function with dedicated personnel

◾ Hiring Antonio Fernández as Chief Ethics and Compliance Officer, reporting administratively to the Chief Legal Officer, and reporting to the Audit Committee and its Compliance Oversight Sub-committee

◾ Implementing a dedicated corporate ethics and compliance office, with appropriate resources

◾ Establishing an ethics and compliance steering committee

Processes: enhance compliance standards, policies, and procedures, focusing on

◾ Remediating tone at the top material weakness

◾ Political and charitable donations

◾ Interactions with government officials

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◾ Third-party management

◾ Financial controls and approval authorities

Reporting: augment reporting mechanisms from employees to the Board and back

◾ Multiple channels of reporting and transparency in process

◾ Communicate compliance updates through regular cadence of newsletters, updates on the Company Intranet, townhalls, etc.

◾ Concern Management training for leaders and employees

Benchmarking: metrics to measure program

◾ Data analytics and trend or issue spotting

◾ Continuous improvement and sustainability through regular assessments

◾ Department of Justice elements for an effective compliance program

Safety

Safety is a business and cultural imperative embedded in every aspect of operations. It is making sure we are doing the right thing at the right time, every time, so everyone returns home safely every day. Having the power to keep each other safe means accepting the responsibility to look out for ourselves and each other. There is consistent reinforcement of the shared and personal accountability for controlling exposure to hazards, and continuously improving safety behaviors, systems and controls. Zero life-changing events (“LCEs”) is our shared mission. With emphasis on “Leading with Safety,” leaders and employees receive safety training and reinforcement of exposure control concepts to improve job site exposure identification, communication and mitigation to prevent LCEs. FirstEnergy continues to enhance and reinforce leader and employee safety training and exposure control concepts to improve job site exposure identification, communication and mitigation to prevent life changing events. Further, FirstEnergy continues to expand its “Leading with Safety” experiences with its employees to achieve excellence in personal, contractor and public safety.

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COVID-19 Response

As the company continues to navigate the impact of COVID-19, employees’ overall health and wellness remains a primary focus. Throughout the pandemic, we have sought opportunities for growth, flexibility, innovation and continuous improvement – key tenets of our commitment to performance excellence.

Below are some measures taken for the safety and well-being of our employees:

1	Enhanced safety protocols are in place to protect employees reporting to company facilities. Safety procedures include increased cleaning, masking and social distancing. Field employees are assigned to smaller work groups known as pods, and HVAC systems in company-owned buildings have been upgraded to ensure the offices are safe for the employees who need to be on site.
2	Approximately half of our workforce continues to work remotely to mitigate the risk of exposure for office-based employees. Our workplace return strategy is being developed to continue to accommodate a more flexible, mobile way of working, while still meeting the needs of the business.
3	As part of our Total Rewards program, company-paid time off was provided to employees who contracted COVID-19, were required to be under quarantine, and/or needed to care for family members impacted by the virus. This additional time did not require the use of personal sick time or vacation. We also provided employees with up to four hours of paid time off to receive any form of COVID-19 vaccination, allowed employees to carry over unused 2020 and 2021 paid time off and vacation hours to be used in subsequent years through 2024, and enhanced in-network medical coverage for treatment of COVID-19 and access to telehealth providers, with zero cost share for employees. Lastly, FirstEnergy modified our 401(k) Savings Plan program to align with the federal CARES Act provisions to provide more options and flexibility to plan participants.
4	We developed COVID-19 protocols that became FirstEnergy’s COVID-19 Medical Screening Process or Hotline. A medical staff consisting of 14+ nurses and doctors and many non-medical intake teams were assembled to manage questions and support processes for COVID-19 related illnesses, perform contact tracing and safely return employees to work.
5	We temporarily implemented a COVID-19 medical illness and return-from-travel intake application as part of our “Safe Workplace” initiative. We formed a Chronic Condition Return Team, to develop protocols for employees who were considered high-risk if exposed to COVID-19 due to a pre-existing chronic medical condition, evaluate and manage their safe return to the workplace, or use paid time off hours during the health emergency.
6	We created a Workplace Return Team that is responsible for monitoring COVID-19-related factors across our five-state service territory to determine the best course of action to keep employees safe and heathy. Like many other businesses, we’re assessing the lessons we’ve learned from operating through a pandemic to determine our workplace of the future.
7	Employees returning from certain storm activities were offered free COVID-19 testing and company sponsored onsite clinics to provide vaccination opportunities for employees.
8	To continue protecting employees’ health and safety and to align with Centers for Disease Control and Prevention (CDC) guidance, which FirstEnergy has followed since the beginning of the pandemic, we will continue to follow CDC guidance regarding masks and other safety protocols and update employees accordingly.

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Additionally, we strengthened our commitment to helping people in need throughout our communities that were hit hard by COVID-19 both in monetary or food donations to food banks and pantries, or safely volunteering at local nonprofit organizations; our employees showed eagerness to help others affected by the global pandemic. We believe by taking extra measures to care for our employees during these unprecedented times, we allow our employees to better serve our communities and customers who rely on us to continually provide their energy needs.

Diversity, Equity and Inclusion

Diversity, Equity and Inclusion is a core value, as well as a corporate objective because a diverse, equitable and inclusive work environment delivers better service to customers, strong operational performance, innovation and a safe and rewarding work experience for employees. FirstEnergy is focused on hiring and developing the best talent to build a diverse workforce for the future, advancing a culture of equity, inclusion and belonging and enhancing our diversity focus with customers, communities and suppliers.

FirstEnergy has increased our focus to advance racial equality and social justice in our communities and in our workplace. Here are some of the highlights:

We expanded our DEI Council membership to diversify representation by race/ethnicity, geography and leader level. Currently, we have a 17-member Executive DEI Council – sponsored by our President & CEO – that aims to enhance workforce diversity, create an inclusive work environment, and provide oversight and guidance for FirstEnergy’s integrated DEI strategy. The actions taken in 2021 will continue to expand and evolve to better serve our employees and drive our DEI initiatives.

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With a commitment from top leadership over the last several years, we moved our DEI efforts forward by building within our culture:

1	A cross-functional DEI Working Group to develop action plans and oversee DEI activities across the organization	2	DEI Implementation Teams, consisting of over 200 employees, in each business unit to effectively implement actions tailored to each group’s unique needs
3	Employee Business Resource Groups (“EBRGs”) consisting of more than 2,600 members to help celebrate our differences and support our recruiting, retention, community and employee development efforts	4	An annual employee survey to understand their perceptions about diversity, equity and inclusion, soliciting their ideas and engaging them in actions to improve
5	Ongoing training, education and dialogue forums on a variety of DEI topics for employees and leaders	6	Continuing to enhance transparency of DEI data, talent processes and measurement of progress in an annual publication to all employees
7	A recruiting strategy that leverages an FE Ambassador Network of 400 employees to help build a diverse talent pipeline and attract top talent

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Through our core values of DEI and stewardship, we believe we can positively impact our customers, communities and other stakeholders, and strive to protect the environment. Stewardship is about putting the needs of our customers, communities and each other first so we are good corporate citizens and environmentally responsible. By doing this, we seek and listen to feedback and focus on understanding the needs of our internal and external customer. We also actively support development initiatives that enrich and strive to create equity in our communities.

Workforce Pay Equity and Compensation

As part of our commitment to DEI, we employed an independent third party to provide an analysis of our employees’ pay and our pay practices in 2019. Our goal was to ensure there were no pay gaps for female or racially or ethnically diverse employees when compared to all employees. The results validated that goal and confirmed that our internal policies and processes support pay equity and are applied consistently. We take pride in the fact that our employees are treated equitably and provided with wages that are competitive and consistent with positions, skill levels, experience and knowledge.

Employee Growth and Development

We believe understanding our rapidly changing industry and our Company strategy is key to our employees’ abilities to support our mission and meet our customers’ evolving needs. We are committed to preparing our high-performing workforce for the future and

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helping employees reach their full potential. We provide employees with opportunities to develop their skills and competencies and prepare our emerging leaders for expanded responsibilities. Our career management process requires that employees put an intentional focus on their development and identify development plans that support their ability to learn and grow in their current roles and to help prepare for future opportunities. We provide tools, programs and resources to support employees in owning their careers and development.

Toward that end, we are actively engaged in the following initiatives:

Talent Management	We have robust processes to support recruiting, career management, succession planning, and employee and leadership development. In 2021, we strengthened our recruiting processes to ensure transparency, consistency and inclusivity and better ensure unbiased selection of the best candidates. We enhanced our diversity recruiting practices, requiring expanded racial/ethnic diversity on the candidate slates for a broader range of positions and increasing our investment by $200,000 for additional outreach and support to programs and organizations that support racially/ethnically diverse talent. ◾  We have now trained over 300 hiring champions and experts across FirstEnergy to participate in diverse interviewing panels and continue to provide greater transparency into our talent management processes. ◾  This transparency fosters a more robust exchange of information and feedback between employees and leaders and promotes a clearer understanding of career management and development opportunities. Meaningful conversations between leaders and their employees empower employees to take ownership of their careers, build trust, and lead to a more inclusive workplace. ◾  We demonstrated continued agility by successfully facilitating all our leadership training programs, talent reviews, recruiting, co-op/intern program and onboarding processes to virtual formats.
Mentoring Program	We expanded our mentoring program, which is available to all non-physical workers, by encouraging all high performing, high potential racially/ethnically diverse talent to participate in support of their ongoing development. ◾  This program provides the ability for employees to select a mentor from across the organization. It enhances learning, teamwork and collaboration throughout FirstEnergy, cultivates an environment for professional growth and encourages leaders to guide and prepare colleagues. ◾  Our mentoring program supports the development and retention of employees, increases job satisfaction for mentees and mentors, and facilitates skill and knowledge-sharing across the Company. Since its inception, over 500 people have participated in the formal program, and it continues to grow.
Employee & Leadership Development	We offer multiple leadership and employee development experiences aligned to our core values to build a highly qualified, engaged and diverse leadership pipeline. ◾  Our New Supervisor and Manager Program (“NSM”), designed to provide consistent training and development to new FirstEnergy leaders, graduated 143 participants in 2021. The NSM program has now graduated over 2,300 leaders since its inception in 2008. ◾  The Experienced Leader Program (“ELP”) bridges the development between new supervisors and managers and senior executives by providing a development path for experienced manager and director-level employees. Through this program, we equip our leadership with the right tools to coach and support their teams and ultimately drive FirstEnergy’s long-term success. After successfully completing the pilot ELP in 2020, we completed two additional rounds of the Experienced Leader Program in 2021 with more than 45 manager and director-level employees. ◾  The Discover FE program is a development opportunity to educate employees about FirstEnergy and the utility industry and provide transparency into the innerworkings of all business units. The Distribution Line curriculum was piloted in 2020 and a Day in the Life experience is under development to provide a hands-on component available to learners after completing the self-paced training. A three-year roadmap has been developed to build out curricula to span every business unit in the company. ◾  The Educate to Elevate program, which creates a pathway to secondary education for employees seeking a 2- or 4-year college degree is now operational in four geographic territories in the FirstEnergy footprint. For the Fall 2021 semester, 49 employees are enrolled to pursue an associate and/or bachelor’s degree.

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Power Systems Institute We are focused on increasing the number of candidates in our Power Systems Institute (“PSI”), an award-winning program for recruiting and developing the next generation of highly trained, dedicated and motivated line and substation workers.   ◾  Upon completion of the 21-month program, students receive an associate degree and are eligible to be hired by FirstEnergy. Since the PSI program’s inception, we have hired more than 2,000 graduates across our service territory.   ◾  Over the next five years, we plan to enhance our PSI recruitment efforts by building and expanding partnerships with community organizations in each of our service areas. These community organizations will enable us to identify and engage individuals and populations that have been traditionally under-represented in the PSI program.   ◾  As these partnerships mature both the organizations and FirstEnergy will be able to meet mutually beneficial objectives that serve the greater community.   ◾  In addition, FirstEnergy has initiated an Equal Access scholarship for the PSI program. The objective of this scholarship is to mitigate some of the financial barriers currently associated with the program. The scholarship is designed to assist students with living expenses during the program and is another resource to strengthen our recruiting efforts.  

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Our Commitment to ESG

We believe our success requires strong management and oversight of ESG matters, as well as transparency and accountability regarding where we need to improve and how we’re going to succeed. We also believe staying true to our mission and core values means executing our corporate responsibility approach to pursue objectives and initiatives that positively impact our stakeholders.

The ESG priorities that are discussed in the introduction comprise our corporate responsibility approach and also support the three pillars of our company strategy. In those core ESG areas, we strive to provide transparency, identify risks and opportunities, improve our performance and drive accountability.

In addition to the content below, please see “Our Commitment to Employees” above in this section of the Proxy Statement and our Corporate Responsibility website for additional information on the company’s approach and management of ESG topics important to FirstEnergy. Additionally, this Proxy Statement contains important content on Board, corporate governance and executive compensation topics relevant to the governance component in ESG and essential to our strong governance foundation at FirstEnergy

Climate Strategy and Oversight

Our Climate Strategy, in alignment with our overall strategy is a major catalyst to modernize our transmission and distribution systems, support widespread electrification and increased renewables, and incorporate emerging smart technologies. It also includes our efforts to reduce greenhouse gas emissions across our company and achieve carbon neutrality by 2050. The key components of our Strategy include:

◾ Protecting and enhancing our transmission system to enable a clean-energy and reduced carbon future.

◾ Building a technologically advanced distribution platform that improves grid reliability and resiliency, while also enabling our company and customers to support a low carbon economy through efforts such as electrification.

◾ Committing to a thoughtful and just transition of our regulated coal generation fleet, while being innovative and forward-thinking as we explore near-term opportunities to reduce emissions, incorporate renewable resources and implement emerging technologies that support our company’s mission. This includes a goal to own at least 50 MW of solar generation in West Virginia by 2025.

◾ Integrating carbon pricing into our financial forecasting, advocating for regulatory and legislative policies that support our efforts toward a carbon-neutral future and driving innovative cross-functional initiatives that modify our business practices and asset replacement strategies to be more environmentally responsible.

We have a responsibility to our stakeholders to proactively mitigate the company’s climate change risks and capitalize on emerging opportunities in a decarbonized economy – all while meeting the changing energy needs of our diverse customer base. Oversight, accountability and risk mitigation of our Climate Strategy and greenhouse gas reduction goals occur at the highest levels of our company, where our Board of Directors, Corporate Governance and Corporate Responsibility Board Committee, executive-level steering committee and business unit leadership guide our efforts.

Political and Public Policy Engagement

We are making significant changes in our approach to political and public policy engagement. Our participation in the public policy process will be more focused than it was in the past, with additional oversight and significant disclosure around lobbying activities. Our recently revised Political and Public Engagement Policy, available on our website, describes the criteria for certain political contributions and ballot initiative expenditures and the process for approving such contributions and expenditures. Also, your Board’s Corporate Governance and Corporate Responsibility Committee periodically reviews this policy and related practices as well as dues and/or contributions to industry groups and trade associations.    

Based on feedback from our shareholder engagement and outreach, we expanded our website disclosure to include reports on federal and state level lobbying, as well as the lobbying portion of certain trade association dues.

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Physical Security and Cybersecurity

FirstEnergy is committed to protecting its employees, customers, facilities, and the ongoing reliability of its electric system. We work closely with state and federal agencies and our peers in the electric utility industry to identify physical and cyber security risks, exchange information, and put safeguards in place to comply with strict reliability and security standards. From a security standpoint, the electric utility sector is one of the most regulated industries. We have comprehensive cyber and physical security plans in place, but we don’t publicly disclose details about these measures that could aid those who want to harm our customers, our employees and our assets.

Your Board has identified cybersecurity as a key enterprise risk and prioritizes the mitigation of this risk. Your Board receives cybersecurity updates at each of its regularly scheduled meetings. The Audit Committee reviews our cybersecurity risk management practices and performance, primarily through reports provided by management. The Audit Committee also reviews and discusses with management the steps taken to monitor, control, and mitigate such exposure. Among other things, these reports have focused on incident response management and recent cyber risk and cybersecurity developments.

Security enhancements are also a key component of FirstEnergy’s Energizing the Future transmission investment program. The Company invests heavily in sophisticated and layered security measures that use both technology and hard defenses to protect critical transmission facilities and our digital communications networks.

Unrelenting Customer Focus

We recognize that our more than 6 million utility customers depend on us to provide the reliable energy they need every day of the year. One of the ways we hold ourselves accountable for service reliability is by including metrics – distribution System Average Interruption Duration Index (SAIDI) and Transmission Outage Frequency (TOF) – in our KPIs. We also set longer-term goals to drive improvement. We’re targeting a 20% reduction in transmission outage frequency on 100 kV-and-above lines by 2025, compared to our 2019 baseline. On the distribution side, we’re targeting a 5%, or nine-minute, reduction in the duration of service interruptions by 2025, compared to our 2019 baseline.

We are building a culture with FE Forward that helps us to maintain a strategic and unrelenting focus on our customers. Through FE Forward, we are putting the customer experience at the center of all we do and developing and implementing improvements designed to create a more modernized and effortless customer experience. This includes delivering a superior customer experience today, anticipating customer expectations, and getting ahead of market demands in the future.

Community Vitality

The FirstEnergy Foundation invests in nonprofit organizations to enable positive, sustainable changes that strengthen the communities we serve. The Foundation’s priorities range from supporting key safety initiatives and promoting workforce and economic development to improving social and cultural aspects of our region. As an overarching priority in line with our companywide focus on DEI, the Foundation also supports organizations and initiatives that serve diverse populations and enhance inclusion.

Our corporate giving strategy also focuses on initiatives that parallel our business interests, while helping our communities and the people who live in them achieve greater success. Whether directed to the United Way or local foodbanks, our corporate contributions and philanthropic outreach support organizations and projects dedicated to improving the environmental, economic, social, educational and cultural aspects of our communities.

We are also committed to supporting employee volunteerism through a robust Employee Volunteer Program and the long-term economic health of the communities we serve through development initiatives that create jobs, support local suppliers and attract new businesses throughout our service area.

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ESG Oversight and Management

Board and executive-level oversight of these ESG topics and other governance topics discussed throughout this Proxy Statement is vital to our commitment to corporate responsibility and our company’s success.

FirstEnergy’s Board committees each provide oversight and guidance on distinct environmental, social and governance related topics. For a breakdown of their ESG oversight responsibilities, please review the committee charters (www.firstenergycorp.com/charters) and visit the Board Governance page of our Corporate Responsibility website (www.fecorporateresponsibility.com). In addition to these ESG oversight roles and responsibilities, our Corporate Responsibility Department, Corporate Responsibility Executive-Level Steering Committee, and Corporate Governance and Corporate Responsibility Board Committee work to ensure the transparency and accountability of FirstEnergy’s ESG efforts and continuously strive to improve our ESG performance across the company.

ESG Accountability and Transparency

FirstEnergy is committed to providing stakeholders with information about our corporate responsibility approach and ESG initiatives and performance. As part of our commitment to transparency and accountability, we have a dedicated Corporate Responsibility website, which details FirstEnergy’s progress on ESG-related topics. We also are working toward disclosing ESG information in alignment with leading sustainability reporting frameworks, including the Sustainability Accounting Standards Board, Taskforce on Climate-Related Financial Disclosures, Global Reporting Initiative and Edison Electric Institute ESG/Sustainability Template.

Setting goals and disclosing our progress are also critical parts of demonstrating transparency and accountability on ESG matters. Our companywide goals, available on our Corporate Responsibility website, are designed to prepare us to meet our customers’ future energy needs and move us closer to our vision for a more resilient, innovative, diverse and sustainable FirstEnergy.

In addition, our annual key performance indicators (KPIs) that make up our Short-Term Incentive Program for employees also have strong ties to ESG. Our KPIs measure performance and improvement in areas that are high priorities for the company and critical to our continued success. Among others, those areas include customer reliability, customer service, environmental protections, safety and diversity, equity and inclusion. These incentive-based KPIs support our commitment to strong ESG performance.

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Executive Compensation

Compensation Committee Report

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) with management and based on such review and discussions, the Compensation Committee recommended to your Board that the CD&A be included (or incorporated by reference, as applicable) in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and this 2022 Proxy Statement.

Compensation Committee: James F. O’Neil III (Chair), Steven Demetriou, Julia L. Johnson, and Leslie M. Turner.

Compensation Discussion and Analysis

Introduction

This CD&A provides an overview of the Company’s strategy and performance, shareholder engagement process, 2021 executive compensation programs and decisions, and initial plans for the 2022 executive compensation programs. This CD&A focuses on the compensation of our NEOs, who are as follows, for fiscal year 2021:

Named Executive Officer	Current Title
Steven E. Strah	President and Chief Executive Officer (“CEO”)
K. Jon Taylor	Senior Vice President, Chief Financial Officer (“CFO”) and Strategy
Hyun Park	Senior Vice President and Chief Legal Officer (“CLO”)
John W. Somerhalder II	Vice Chair and Executive Director
Samuel L. Belcher	Senior Vice President, Operations

Key Executive Officer Transitions and Appointments

On March 7, 2021, the Board appointed Mr. Strah to the position of CEO, effective as of March 8, 2021. The Board also elected Mr. Strah as a Director of the Company, effective as of March 8, 2021. Mr. Strah had previously served as Acting CEO since October 29, 2020, in addition to serving as the President of the Company, a position to which he was promoted in May 2020 after previously serving as Senior Vice President and CFO of the Company since March 2018.

On December 22, 2020, the Board appointed Mr. Park to the position of Senior Vice President and CLO, effective as of January 11, 2021. On February 17, 2021, the Board appointed Mr. Somerhalder to the positions of Vice Chair and Executive Director, each effective as of March 1, 2021. Mr. Somerhalder serves as a member of FirstEnergy’s executive leadership team in a transitional capacity while the Company focuses on advancing its immediate strategic priorities. Due to the transitional nature of his role, Mr. Somerhalder did not participate in the same compensation programs as the other NEOs. We have outlined where there are material differences in the compensation programs for Mr. Somerhalder within this proxy statement.

Mr. Taylor was appointed to the position of Senior Vice President, CFO and Strategy effective August 1, 2021, after serving as Senior Vice President and CFO since May 2020. Mr. Belcher was appointed to the position of Senior Vice President, Operations, effective August 1, 2021, after serving as Senior Vice President and President, FirstEnergy Utilities since 2018.

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Additional Information

This CD&A uses certain capitalized terms, which are defined in the Glossary of Terms, beginning on page 78. In general, we use the term “CEO” in this CD&A to refer to the individual serving as our Chief Executive Officer. For 2021, that included Mr. Strah in his role as Acting CEO beginning October 29, 2020, through March 7, 2021. In addition, certain of the performance incentive metrics discussed and utilized in measuring pay-for-performance are based on non-GAAP figures, and the definitions for those metrics in the Glossary of Terms explain the calculation methodology to the closest GAAP measure. The Compensation Committee believes that using such non-GAAP metrics best aligns NEO incentive opportunity with Company performance, which directly supports long-term shareholder value. Use of such non-GAAP metrics are helpful to understand and evaluate performance trends when assessing pay-for-performance and are aligned with key aspects of the Company’s financial performance disclosures.

CD&A Quick Reference Guide

Key Sections	Core Topics	Page
Executive Summary	◾  Executive Summary ◾  Shareholder Engagement and Say-on-Pay Results ◾  Our Responses to Shareholder Feedback	56
Governance of Our Executive Compensation Programs	◾  Compensation Philosophy ◾  What We Do and Don’t Do ◾  Role of our Compensation Committee, Management and Compensation Consultant ◾  Benchmarking	58
Components of Total Direct Compensation Programs	◾  Key Elements of 2021 NEO Compensation ◾  Compensation Mix ◾  Determination of Compensation for 2021 ◾  Target Compensation (Base Salary + Target Incentive Compensation) ◾  Incentive Compensation Programs ◾  STIP ◾  KPIs and Weightings for STIP ◾  LTIP (other than Mr. Somerhalder) ◾  Performance-based and Time-based Equity Award for Mr. Somerhalder ◾  Incentive Compensation Payouts for 2021 ◾  STIP Payout ◾  LTIP Payouts (for NEOs other than Mr. Somerhalder) ◾  Award Vesting for Mr. Taylor ◾  Outstanding Award Cycles (2020-2022 and 2021-2023) ◾  Realized Compensation ◾  2022 Incentive Plan Design and NEO Compensation	63

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Key Sections	Core Topics	Page
Other Compensation Policies and Practices	◾  Retirement Benefits, Executive Deferred Compensation Plan (“EDCP”), Personal Benefits and Perquisites ◾  Severance and Change in Control (“CIC”) Policies ◾  Share Ownership Guidelines ◾  Hedging Policies ◾  Clawback Policy ◾  Risk Assessment of Compensation Programs	73
CD&A Glossary of Terms	◾  Key Terms and Definitions	78

Executive Summary

Over the past year, we have made many changes to resolve legacy issues, strengthen our financial position and capitalize on long-term strategic investments designed to serve our customers’ evolving energy needs. With our progress in these areas, together with our strong business model and operational momentum, we believe FirstEnergy is well positioned for the future.

At the heart of our transformation is our commitment to embed a culture of uncompromising integrity throughout the Company, drive accountability, demonstrate our core values, and increase transparency. We have added additional independent board members and strengthened our leadership team with key hires, including a chief legal officer, a chief ethics and compliance officer, a chief information officer, a chief risk officer and new vice presidents of internal audit, and rates and regulatory affairs. We have enhanced our governance policies, procedures and disclosures, and established effective controls as we build a best-in-class compliance program. We remain committed to fostering a diverse, equitable and inclusive work environment, which supports a culture of integrity by delivering better service to customers, stronger operational performance, innovation and a safe and rewarding work experience for employees. We will continue working every day to drive these cultural changes and keep ethics, integrity and accountability at the center of everything we do.

Over the past year FirstEnergy’s leadership team has consistently demonstrated a commitment to making positive changes that will transform our company into a forward-thinking leader in our industry. We will continue working to complete this transformation and deliver long-term value for all of our stakeholders.

Shareholder Engagement and Say-on-Pay Results

Our Board and management are committed to engaging our shareholders and soliciting their perspectives on key performance, compensation and governance issues. Consistent with prior years, select board members and management representatives conducted extensive outreach during 2021.

Our 2021 Say-On-Pay vote successfully passed with over 96% support, which we consider to be a strong endorsement of our pay practices. In 2021, we continued with a similar design and structure of our incentive compensation plans and programs, making only a few modifications. 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, we proactively made incentive design changes to FirstEnergy’s incentive programs beginning with awards granted in 2018 and continuing for awards through 2021.

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Our Responses to Shareholder Feedback

Shareholder Feedback	Actions
Shareholders want pay-for-performance alignment; metrics should drive Company strategy and long-term shareholder value	◾  Programs linked to key drivers of shareholder value: ◾  STIP tied to a funding “gate” based on Operating Earnings; ◾  LTIP tied to Operating Earnings per Share (“Operating EPS”) and Capital Effectiveness, both of which are strong indicators of shareholder value in the utility industry; and ◾  External segment reporting is consistent with the internal financial reports to regularly assess performance of the business and allocate resources; ◾  Generally maintained LTIP: ◾  Includes a Relative Total Shareholder Return (“RTSR”) modifier, which will increase or decrease the LTIP payout based on performance against companies in the S&P 500 Utilities Index to enhance link to shareholder value; and ◾  Includes a TSR cap (if absolute TSR is negative over the three-year LTIP period, the payout will be capped at 100%); ◾  Maintained the stretch (maximum) payout opportunity level at 200% of target in the STIP after an increase from 150% in 2020, and decreased the threshold payout opportunity level from 50% to 25% of target in the LTIP. These payout opportunity levels are consistent with market practices and further align the incentive program with that of your Company’s peers; and ◾  Maintained current cap on STIP and LTIP (maximum payout 200%).
Shareholders prefer performance-based vs. time-based awards	◾  100% performance-based long-term incentives, a leading practice compared to our peer groups.
Shareholders prefer 3-year cumulative vs. successive annual performance periods for the long-term incentive plans	◾  Maintained 3-year cumulative goals focused on an Operating EPS KPI and 3-year Average Capital Effectiveness; ◾  Maintained 3-year RTSR modifier with an absolute TSR cap; and ◾  Maintained LTIP design with cumulative metrics instead of annual accumulation of points.
Goals need to be set rigorously and the process needs to be transparent	◾  Maintained additional stretch-level performance measure through goal setting process. As an example, in the 2021 STIP, we added $0.04 to the stretch-level KPI Operating EPS above what was communicated to investors in November 2020; ◾  Established performance levels to align pay opportunity with performance; and ◾  Established goals with detailed reconciliations following an independent assessment of the rigor of incentive compensation performance goals for their reasonableness and competitiveness.
STIP and LTIP metrics should be relevant to the business and not overlapping	◾  STIP incorporates financial Operating Earnings and cash flow goals, operational goals, safety goals, and Diversity and Inclusion (“D&I”) goals; and ◾  LTIP incorporates 3-year cumulative Operating EPS growth and average Capital Effectiveness goals to reward the achievement of longer-term goals and to drive shareholder value.

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Governance of our Executive Compensation Programs

Compensation Philosophy

The primary objectives of our executive compensation programs are to:

◾ Attract, retain, focus and reward our talented and diverse executive team who drive our success in the highly complex utility industry by offering competitive total compensation for our executives overall;

◾ Reflect our collective commitment to ensuring that we conduct business with integrity, help all employees do the right thing and treat our coworkers and communities with the respect we all deserve;

◾ Promote the long-term financial health of the business, and the creation of value for the sustained benefit of shareholders, by emphasizing long-term incentives in the pay mix;

◾ Seek to calibrate pay for performance to help ensure the interests of our executives and shareholders are aligned, such that 50^th percentile compensation is realized for strong corporate performance, above 50^th percentile compensation is realized for exceptional performance, and below 50^th percentile compensation is realized for below expected performance;

◾ Tie executive awards to corporate results as well as to overall business unit performance to hold executives accountable for their areas of responsibility;

◾ Recognize individual contributions, including individual performance, experience, and future potential in determining actual pay levels to help ensure that the Company retains our most critical talent; and

◾ Conduct ourselves in a way that comports with standards of good governance, consistent with creating long-term value for shareholders, and encourages a culture of diversity, equity and inclusion.

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What We Do and Don’t Do

We continually strive to make improvements to our executive compensation plans and programs. Below is a summary consistent with previous disclosures of what we do and don’t do with respect to executive compensation, the totality of which we believe aligns with the long-term interests of our shareholders and with commonly viewed best practices in the market:

WHAT WE DO	Pay-for-performance ◾  LTIP is 100% at risk, with no solely time-based vesting requirements ◾  STIP is 100% at risk   Threshold and caps on incentive awards: ◾  Threshold financial performance hurdle for Operating Earnings must be achieved before any STIP award is paid ◾  Individual STIP awards capped at 200% (consistent with our peer companies) ◾  Individual LTIP awards capped at 200% (consistent with our peer companies) and capped at 100% if absolute 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   Clawback policy applicable to financial and reputational harm, and other detrimental activity   Mitigate undue risk through compensation design, corporate policies, and effective governance   Annual Say-on-Pay vote   Double-trigger CIC provisions   Compensation Committee comprised of only independent directors supported by an independent compensation consultant
WHAT WE DON’T DO	No executive hedging or pledging is permitted    No employment agreements    No excise tax gross-up provisions for our NEOs    No excessive perquisites	No repricing of underwater stock options without shareholder approval – stock options not currently used in plan design    No payment of dividend equivalents on unearned awards

Role of our Compensation Committee, Management and Compensation Consultant

The Compensation 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 Compensation Committee oversees executive compensation in accordance with our compensation philosophy, which incorporates a consistent and uncompromising commitment to ethical conduct in all that we do, while also aligning our executives’ interests with Company and unit performance, business strategies and corporate objectives, including ESG-related goals, and drivers for growth in shareholder value. The Compensation Committee is further responsible for administering our compensation plans in a manner consistent with these objectives. In this process, the Compensation Committee evaluates information provided by its independent compensation consultant and our CEO, as discussed below. Since December 2017, the Compensation Committee has engaged the services of Farient Advisors (“Farient”) as the Compensation Committee’s independent compensation consultant. The Compensation Committee reviews the mix and level of compensation by each component individually and in the aggregate. The Compensation Committee, using tally sheets and accumulated wealth summaries, also reviews current and previously awarded but unvested compensation.

Management continually works to ensure that high-performing, diverse 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 Senior Vice President and Chief Human Resources Officer and Corporate Services, and the Compensation Committee. Executive succession plans are previewed by the Compensation Committee, as applicable, and with the full Board at its annual strategy retreat.

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With respect to our CEO’s compensation, the Compensation Committee also annually:

◾ Reviews, determines, and recommends to the Board the Company’s goals and objectives; and

◾ Makes compensation recommendations to the Board for its approval or ratification based upon the CEO’s performance, competitive compensation benchmarking survey data and the utility peer group proxy data.

The Compensation Committee and Board are responsible for establishing the compensation of the Company’s Section 16 Officers, including the NEOs, as well as the remaining most senior leaders. Neither the CEO nor any other NEO makes recommendations for setting their own compensation. The recommendation of the CEO’s compensation is determined in Compensation Committee meetings during an executive session and is presented to the independent members of your Board for review and approval. Annually, the Compensation 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 to improve shareholder value over the long term.

The CEO, with input from Human Resources and Mr. Somerhalder, typically makes recommendations to the Compensation Committee with respect to the compensation of the other NEOs (excluding Mr. Somerhalder due to the transitional nature of his role). The CEO possesses insight regarding individual performance, experience, future promotion potential, and intentions in retaining particular senior executives. The CEO presents his recommendations to the Compensation Committee for review. However, the Compensation Committee may modify or disregard the CEO’s recommendations. Farient, as discussed below, regularly provides market-level commentary and observations regarding compensation adjustments to the Compensation Committee.

The Compensation Committee engaged Farient to provide independent advice with respect to executive and director compensation and corporate governance matters related to executive compensation. The Compensation Committee relies on Farient’s expertise in benchmarking and familiarity with competitive compensation practices in the utility and general industry sectors. In addition, the Compensation Committee regularly requests advice from Farient concerning the design, communication, and implementation of our incentive compensation plans and other programs.

The services provided by Farient to the Compensation Committee in 2021 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:

◾ Evaluating historical and projected performance;

◾ Reviewing analyst estimates to understand external expectations;

◾ Analyzing historical and projected peer data; and

◾ Calculating the probability of achievement of targets to assess the competitiveness of goals;

◾ Analysis of competitive compensation practices for executives and directors within our peer groups;

◾ Review of the description of our executive compensation practices in our annual proxy statement and apprising the Compensation Committee of Farient’s recommendations and suggested changes;

◾ Review of share ownership guidelines;

◾ Review of all aspects of STIP and LTIP plan designs, including measures, weightings, leverage, and cash versus equity mix;

◾ Review of our current clawback policy and alignment with competitive practice;

◾ Review of CIC benefits to help ensure alignment with our compensation philosophy and competitive practice;

◾ Regularly informing the Compensation Committee of legislative and regulatory changes, market trends and current issues with respect to executive compensation, and educating members on our processes, plans and programs;

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

◾ Ad hoc analysis and research for the Compensation Committee as requested and when necessary.

The Compensation Committee considered representations from Farient that they were an independent consultant and that there were no conflicts of interest. The Compensation Committee assessed the independence of Farient, as required by SEC and NYSE rules and requirements. The Compensation 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 Compensation Committee is not aware of any conflict of interest that has been raised by the work performed by Farient.

Benchmarking

The Compensation 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 Compensation Committee uses competitive “blended” market data (in other words, the average of the revenue-regressed 50^th percentile of our utility peer group and general industry peer group, referred to as the “Blended Median”) to set compensation levels, to assist in determining any adjustments and to assess the competitiveness of base salary, short- and long-term target incentive opportunities and total target compensation. The Compensation Committee considers a range of 80% to 120% of the Blended Median for each component of pay to be competitive for any covered individual.

For 2021, the general industry peer group is 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 are aligned with FirstEnergy’s revenue of approximately $11 billion in 2021. The 2021 peer groups were based on the following criteria:

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Due to merger and acquisition activity, Arconic Inc. was removed from the general industry peer group in 2020 and replaced with Howmet Aerospace, Inc. for 2021 benchmarking. As a result, the peer groups for 2021 included the following 23 utility peer companies and 32 general industry peer companies:

2021 Utility Peer Group

AES CORPORATION AMEREN CORPORATION AMERICAN ELECTRIC POWER CO INC CENTERPOINT ENERGY INC CMS ENERGY CORP CONSOLIDATED EDISON, INC DOMINION RESOURCES, INC DTE ENERGY COMPANY DUKE ENERGY CORPORATION EDISON INTERNATIONAL ENTERGY CORPORATION EVERSOURCE ENERGY EXELON CORPORATION NEXTERA ENERGY, INC NISOURCE INC NRG ENERGY, INC PG&E CORPORATION PPL CORPORATION PUBLIC SERVICE ENTERPRISE GROUP SEMPRA ENERGY SOUTHERN COMPANY WEC ENERGY GROUP XCEL ENERGY INC

2021 General Industry Peer Group

AIR PRODUCTS & CHEMICALS INC ALCOA CORPORATION AUTOMATIC DATA PROCESSING INC BALL CORPORATION BORGWARNER INC CAMPBELL SOUP COMPANY CONAGRA BRANDS, INC EASTMAN CHEMICAL COMPANY EATON CORPORATION FORTUNE BRANDS HOME & SECURITY, INC HANESBRANDS, INC HARLEY-DAVIDSON, INC HONEYWELL INTERNATIONAL INC HORMEL FOODS CORPORATION HOWMET AEROSPACE, INC KELLOGG COMPANY L 3 HARRIS TECHNOLOGIES, INC MASCO CORPORATION ONEOK INC PARKER HANNIFIN CORP PPG INDUSTRIES INC PVH CORP ROCKWELL AUTOMATION, INC STANLEY BLACK & DECKER, INC TEXTRON INC THE CLOROX COMPANY THE ESTEE LAUDER COMPANIES INC THE GOODYEAR TIRE & RUBBER CO THE HERSHEY COMPANY THE PROGRESSIVE CORPORATION THE SHERWIN WILLIAMS COMPANY V.F.CORPORATION

In December 2020, at the Compensation Committee’s request, Farient collected benchmark compensation data for our peer companies based on Willis Towers Watson executive surveys and AonHewitt’s Total Compensation Measurement database, and determined that our executives’ total direct compensation, in the aggregate, continues to be positioned at approximately the 50th percentile of the market. The total compensation for our NEOs (excluding Mr. Strah since he was promoted into the CEO role in March 2021 and Mr. Somerhalder due to the transitional nature of his role), in the aggregate, was approximately 99% of the Blended Median, which is within the established competitive range of 80% to 120%.

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Components of Total Direct Compensation Programs

Key Elements of 2021 NEO Compensation

The key elements of our NEO compensation program to attract, retain and motivate key executive leaders are described below:

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 Compensation Committee uses the Blended Median to set base salary levels and assist in determining any adjustments ◾  Other factors including individual experience, performance, impact by role, and recent compensation adjustments for the NEO are also considered ◾  The Compensation Committee, CEO and Board annually review each NEO’s base salary (excluding Mr. Somerhalder’s base salary due to the transitional nature of his role)
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 D&I performance measures, including ESG-related goals	◾  The Compensation Committee uses the Blended Median to set target opportunity levels ◾  Completely at-risk compensation and 100% performance-based ◾  Payouts may range from 0% to 200% of target opportunity levels ◾  For 2021, the STIP goals included: –  Financial: Operating Earnings and business unit financial performance, and Company cash flow performance –  Operational: Includes a mix of customer, reliability and environmental operating metrics –  Safety: Includes Life Changing Events (“LCEs”) and Days Away/Restricted or Job Transfer Rate (“DART Rate”) –  D&I: Includes metrics for diverse succession planning, diverse hiring, and percentage of “agree” and “strongly agree” responses on the employee survey inclusion index –  Ethics and Compliance Modifier: Serves as a negative modifier at the individual level, with downward adjustments only, that can range from 0% to 100% ◾  A threshold financial performance hurdle must be reached based on Operating Earnings (as defined below on page 79) ◾  Weighted 60%-70% for corporate financial performance and 30%-40% for operational performance, including safety and D&I
Long-Term   Incentive   Program   (LTIP)(1)	VARIABLE EQUITY COMPENSATION Designed to reward the achievement of longer-term goals and drive shareholder value and growth	◾  The Compensation Committee uses the Blended Median to set target opportunity levels ◾  Completely at-risk compensation and 100% performance-based ◾  Comprised entirely of performance-adjusted RSUs with 2/3 of the earned award payable in stock and 1/3 of the earned award settled in cash ◾  The 2021-2023 cycle of the LTIP will vest, if at all, after a three-year performance period based on the achievement of two equally-weighted financial KPIs measured over the performance period: –  Operating EPS Growth (cumulative) –  Average Capital Effectiveness –RTSR modifier may increase or decrease payout up to 25% based on performance against companies within the S&P 500 Utility Index – Includes a payout cap (100% target) if absolute TSR is negative over the three-year performance period ◾  Payouts may range from 0% to 200% of target opportunity levels

(1) Mr. Somerhalder does not participate in the LTIP. For more details see the next page as well as the “Performance-based and Time-based Equity Award for Mr. Somerhalder” section.

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Compensation Mix

We review our compensation philosophy, pay mix and pay vehicles for our NEOs annually to help ensure that they support our strategy and align with shareholder interests. The Compensation Committee sets NEO overall compensation levels consistent with the Blended Median but provides a greater portion of target pay in the form of performance-based LTIP awards compared to our peer groups. Under our compensation design, the percentage of pay that is based on performance increases as a NEO’s responsibilities increase. The charts below illustrate the pay mix as well as the variable pay mix based on each NEO’s final 2021 total target pay levels as described in the “2021 Target Compensation (Base Salary + Target Incentive Compensation)” section below. For the NEOs, the values shown are effective as of December 31, 2021. Mr. Somerhalder’s pay mix for 2021 is made up of approximately 19% for his base salary, 19% for his target STIP award, 31% for his performance-based RSUs and 31% for his time-based restricted stock. The charts below do not include Mr. Somerhalder due to the transitional nature of his role.

Determination of Compensation for 2021

Target Compensation (Base Salary + Target Incentive Compensation)

In December 2020, the Compensation 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. In February 2021, the Committee decided, with input from the CEO and Farient, to approve increases in compensation for certain NEOs and other executive officers to continue to align with the Blended Median, in the aggregate.

For 2021, target opportunities continued to be set at or near the Blended Median of our peer groups. As of December 31, 2021, target compensation levels for the NEOs were as follows:

Executive	2021 Base Salary			2021 Target Opportunity STIP (% of Base Salary)			2021 Target Opportunity LTIP Awards (% of Base Salary)(4)			2021 Other Equity Opportunity (% of Base Salary)(4)			2021 Target Total Compensation
Steven E. Strah(1)		$	1,100,000		115	%		450	%		N/ A			$	7,315,000
K. Jon Taylor(2)		$	725,000		85	%		250	%		N/ A			$	3,153,750
Hyun Park		$	650,000		75	%		225	%		N/ A			$	2,600,000
John W. Somerhalder II		$	750,000		100	%		N/A			334	%		$	4,005,000
Samuel L. Belcher(3)		$	700,000		75	%		250	%		N/ A			$	2,975,000

(1) Reflects annualized base salary rate and target opportunity levels as a percent of base salary in effect following Mr. Strah’s promotion from Acting CEO to President and CEO in March 2021. Following his promotion to Acting CEO in October 2020, Mr. Strah received an increase from $800,000 to $950,000 in his annualized base salary rate and 90% to 100% in STIP target opportunity level, and his LTIP target opportunity level had remained at 275%.

(2) Reflects annualized base salary rate and target opportunity levels as a percent of base salary in effect following Mr. Taylor’s promotion from SVP and CFO to SVP, CFO and Strategy in August 2021. In February 2021, while Mr. Taylor served as SVP and CFO, he received an increase from $600,000 to $675,000 in base salary rate and increases from 75% to 85% in STIP target opportunity level and 225% to 250% in LTIP target opportunity.

(3) Reflects annualized base salary rates and target opportunity levels as a percent of base salary in effect following increases in February 2021. Prior to Mr. Belcher’s increase, the annual base salary rate was $650,000 and STIP and LTIP target opportunity levels were 75% and 235%, respectively.

(4) For each of the NEOs other than Mr. Somerhalder, all LTIP awards, if earned, are paid 1/3 in cash and 2/3 in stock. Equity awards granted to Mr. Somerhalder in 2021 are described below in the “Performance-based and Time-based Equity Award for Mr. Somerhalder” section.

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The maximum payout under both the STIP and LTIP is 200% of an individual’s target opportunity. However, unlike market practices, the LTIP is 100% performance-based and does not contain any time-based components. The NEOs may earn nothing, or may receive payments that are below their target opportunities for the incentive awards if the Company falls short of its pre-established goals, or may earn above their target opportunities if the Company performs above its pre-established goals. Except in limited circumstances as described in the plan documents, the Compensation Committee may use discretion to make adjustments to awards.

Incentive Compensation Programs

Shareholders previously approved the 2015 Incentive Compensation Plan, and in May 2020, shareholders approved the new 2020 Incentive Compensation Plan (together, the “Incentive Compensation Plans”). The purpose of the Incentive Compensation Plans is to promote the success of FirstEnergy by permitting the grant of incentives to certain employees that link their personal interests to both short-term performance on key metrics and the long-term financial success of your Company to increase shareholder value, providing for various types of awards including equity and equity-based awards and cash-based awards. At the core of our incentive compensation philosophy, integrity is the foundation and reflects our collective commitment to ensuring that we conduct business ethically with honesty, humility and accountability.

As outlined above in the “Role of our Compensation Committee, Management and Compensation Consultant” section, the Compensation Committee, with support from Farient, conducted its annual goal rigor analysis to establish the goal ranges for the 2021 STIP and LTIP awards. In setting the goals, the Compensation Committee considers prior year results, company performance, investor expectations, and strategic accomplishments for the year and over the long-term, on both a relative and absolute basis. The Compensation Committee expects goals that are realistic but challenging and that drive differentiating performance year-over-year.

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, including ESG-related goals. The Compensation Committee annually reviews the goals and targets with a focus on setting challenging but realistic targets that are intended to align with shareholder value.

The Compensation Committee annually establishes the KPIs under the STIP that must be satisfied for a NEO to receive an award for such performance period and recommends that the Board approve the relative weightings for each KPI with respect to each participating NEO. The Compensation Committee recommended, and the Board approved, the following design elements for the 2021 STIP:

◾ Maintained the stretch (maximum) payout opportunity level at 200% of target to remain consistent with market practices and align the incentive program with that of your Company’s peers;

◾ Preserved focus on an Operating Earnings KPI, as distinguished from the LTIP KPI (which is Operating EPS);

◾ Added a new financial KPI centered around your Company’s cash flow while eliminating Operations and Maintenance (“O&M”) as a standalone metric:

^○  Cash Flow KPI (Cash from Operations less Capital Expenditures) is intended to drive additional organizational focus on the cash generated from our business as well as optimize working capital and reinforce the importance of conserving and managing cash; and

^○  O&M continues to be an important measure of our financial discipline, and impacts the Cash Flow KPI;

◾ Maintained weighting of safety metrics at 15% in the STIP to promote our core value of safety:

^○  Maintained the weightings of DART Rate and LCEs at 7.5% in 2021. Weightings were increased from 5% to 7.5% in 2020 while eliminating Occupational Safety and Health Administration (“OSHA”) Recordable Incidents as a compensable metric.

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◾ Maintained weighting of D&I KPI goals at 15%:

^○  The Compensation Committee increased the weighting from 10% to 15% in 2019; and

^○  For 2021, added racially/ethnically diverse performance gates for the succession planning and diverse hiring components of the D&I Index to help ensure continued progress in these two areas; and

◾ Continued the use of a financial performance threshold for the STIP, requiring that financial performance as measured by Operating Earnings is met before operational performance is rewarded. For 2021, achieving the Operating Earnings threshold of $1,306 million, including the cost of the STIP payments, was required before a payout could be made.

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KPIs and Weightings for STIP

The Compensation Committee reviewed, and the Board approved, the STIP performance metrics and weightings for each of the NEOs in February 2021. For 2021, the NEOs had the following metrics and weightings.

KPI Measures	Rationale	CEO &     Vice Chair	All Other     NEOs
Financial
Operating   Earnings	◾  Drives shareholder value while providing greater focus on driving the Regulated Distribution and Regulated Transmission businesses ◾  Increases in Operating Earnings indicate growth and efficiency of the business ◾  Provides a consistent and comparable measure of performance to help shareholders understand performance trends	40%	35%
Cash from Operations less         Capital Expenditures	◾  Drives organizational focus on cash flow while optimizing working capital and managing capital expenditures	30%	25%
Operational
Operations Index	◾  Based on five key operating metrics equally weighted ◾  Focused on customer service, reliability and environmental metrics that drive the Company’s long-term success	N/A	10%
Safety
Systemwide DART   Systemwide LCEs	◾  Measured for the Company and each business unit ◾  Based on two key metrics that are equally weighted: systemwide LCEs and DART Rate ◾  Safety metrics include LCEs and DART Rate to consider severity of injuries and drive better conversations with employees ◾  Fatality Reduction Rule applies – in the event of a fatality of any employee, other than certain no-fault fatalities, there will be no payout on the Safety KPI as part of the STIP ◾  Infectious Disease Reduction Rule applies – in the event of secondary workplace exposure to COVID-19 infection, there will be no impact to the payout on the Safety KPI as part of the STIP	15%
Diversity & Inclusion
Diversity and Inclusion   Index	◾  Integral part of a successful revenue generating business and innovation ◾  Based on three key metrics that are equally weighted ◾  Measures diverse succession planning, diverse hiring, and percentage of “agree” and “strongly agree” responses on the employee survey inclusion index ◾  Racially and ethnically diverse performance gates that must be achieved to trigger payout of diverse succession planning and diverse hiring metrics.	15%

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Threshold, target, and stretch levels are established for the KPIs based on Operating Earnings, cash flow, and achieving continuous improvement in safety and operational performance. Management and the Compensation 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 possible. In 2021, the threshold, target, and stretch levels under the STIP for the NEOs were (dollars in millions):

2021 STIP Goal Ranges(1)
2021 KPI Measures	Threshold				Target				Stretch
Financial
Operating Earnings		$	1,306			$	1,360			$	1,436
Cash Flow (Cash From Operations Less Capital Expenditures)		$	(260	)		$	(160	)		$	40
Operational
Operations Index			2.50				5.00				7.50
Safety
Systemwide LCE			2				1				0
Systemwide DART Rate			0.67				0.36				0.22
Diversity and Inclusion
Diversity and Inclusion Index			1.50				3.00				4.50

(1) Interpolated for performance between discrete points. Refer to page 70 for details regarding 2021 payouts.

LTIP (other than Mr. Somerhalder)

The 2021 LTIP design remained relatively unchanged from 2020, continuing to include financial goals including a cumulative three-year performance period for measuring goals, and a relative shareholder performance measure. See the chart below on page 69, which identifies the KPI measures under the 2021 LTIP for more information. For information on Mr. Somerhalder’s long-term incentive compensation, see the “Performance-based and Time-Based Equity Award for Mr. Somerhalder” section below.

The LTIP is comprised entirely of performance-adjusted RSUs with 2/3 of the earned award payable in Company stock and 1/3 of the earned award payable in cash. Both the stock-settled and cash-settled portions of the performance-adjusted RSU awards have a minimum payout of 0% and a maximum payout of 200% based on a formulaic structure where actual performance results are evaluated against the threshold, target and stretch performance goals over a three-year performance period. Performance results are interpolated on a straight-line basis between the minimum payout and maximum payout. The RTSR modifier is applied to the formulaic result for the payout percentage to determine the final payout amount, up to a total award maximum of 200%. For the 2021-2023 cycle, the threshold payout, if earned, will decrease from 50% to 25% of target which is consistent with market practices and more closely aligns with the performance required by our peers. For this cycle, the RTSR modifier will adjust final LTIP payouts by up to plus or minus 25%, based on the performance of our stock compared to our peers in the S&P 500 Utility Index between the 25th and 85th percentiles. The 85th percentile is a higher hurdle to achieve than the level applicable in previous cycles (which was the 75th percentile) and also more closely aligns with the performance required by our peers, and is more advantageous to shareholders.

The Compensation Committee recommended, and the Board approved the LTIP grants for the NEOs (other than Mr. Somerhalder) at the Board’s meeting on March 17, 2021. For 2021, the grant date for performance-adjusted RSUs for both the stock-settled and cash-settled portions of the awards was March 17, 2021. We use the target LTIP award by individual divided by the average of the high and low prices of our common stock as of the date of grant to determine the number of units comprising each participating NEO’s award of performance-adjusted RSUs. Any equity grants awarded or vesting near an earnings announcement or other market event are coincidental.

The “Grants of Plan-Based Awards in Fiscal Year 2021” table provides the target number of performance-adjusted RSUs granted to each NEO in 2021 based on the percentage of base salary as described earlier in the CD&A. Additional details regarding the 2021-2023 LTIP grants are provided in the narrative following the “Grants of Plan-Based Awards in Fiscal Year 2021” table.

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The 2021 LTIP uses two performance measures, weighted equally: Cumulative Operating EPS and Average Capital Effectiveness. These performance measures support continued financial improvement and increase focus on earnings across the Company’s Regulated Distribution and Regulated Transmission businesses. This creates a direct line of sight for executives to balance the value of our investments with the earnings they produce and drives shareholder value. In addition, Average Capital Effectiveness measures the financial effectiveness of investment in operational assets over the performance period. A high ratio indicates the business generates larger returns on its investment in operational assets and vice versa. The KPIs used for performance-adjusted RSUs under the LTIP in 2021 were based on:

KPI Measures	Rationale
Cumulative Operating EPS	A non-GAAP measure of the financial performance of business units’ contribution to Operating Earnings growth over the 2021-2023 cycle.
Average Capital Effectiveness	A non-GAAP measure of the financial return effectiveness on our capital investment in operational assets of the business units over the 2021-2023 cycle.

The performance goals for the 2021-2023 performance period are based on:

2021 LTIP Goal Ranges
2021 Financial KPIs	Threshold			Target			Stretch
Cumulative Operating EPS	$	7.24		$	7.85		$	8.32
Average Capital Effectiveness		3.81	%		4.13	%		4.38	%

The RTSR modifier is calculated over the three-year performance period as compared against the S&P 500 Utility Index. The modifier operates as follows:

◾ Plus 25%, up to the maximum of 200%, will be earned if RTSR performance at the eighty-fifth (85^th) or above percentile is achieved;

◾ Minus 25%, if lower quartile (25^th percentile and below) RTSR performance is achieved; and

◾ Between the 25^th and 85^th RTSR performance, using a straight-line interpolation to determine the modifier percentage between -25% and +25%.

If the Company’s absolute TSR is negative for the three-year cumulative performance period of 2021-2023, the LTIP awards will be capped at a target opportunity level of payout (100%).

Performance-based and Time-based Equity Award for Mr. Somerhalder

In his role as Vice Chair and Executive Director, Mr. Somerhalder has helped to lead efforts to rebuild trust with FirstEnergy’s external stakeholders as well as support FirstEnergy leadership’s efforts to achieve its priorities and strengthen the company’s governance and compliance functions. On February 17, 2021, in order to attract and retain Mr. Somerhalder, the Compensation Committee recommended, and the Board approved as part of Mr. Somerhalder’s compensation package, an equity award which was divided evenly between the following:

◾ Time-based restricted stock with a grant date value of approximately $1,252,500 (167% of 2021 base salary); and

◾ Performance-based RSUs with a target value of approximately $1,252,500 (167% of 2021 base salary) with the ability to pay out from 0% to 200% of target based on actual performance.

Mr. Somerhalder’s time-based restricted stock was granted effective March 1, 2021, and will vest upon completion of his executive service, and the restrictions on the award will continue to apply for one year beginning on the vesting date and ending on the first anniversary of the vesting date (i.e., one year holding requirement). Your Board believed that it was important to align Mr. Somerhalder’s performance goals with that of other executives at the Company. Accordingly, on July 20, 2021, at the recommendation of the Compensation Committee, the Board approved the same performance measures for Mr. Somerhalder’s performance-based RSUs that are included in the 2021-2023 cycle of the 2021 LTIP as detailed above. Mr. Somerhalder will vest

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in the performance-based RSUs upon the completion of his executive service and, if earned, the award will be paid out at the end of the performance period (December 31, 2023), based on the achievement of actual performance results. Given the transitional nature of his role, Mr. Somerhalder is not expected to receive annual LTIP awards during his executive service to FirstEnergy.

Incentive Compensation Payouts for 2021

STIP Payout

In February 2022, based on actual 2021 KPI results, the Compensation Committee recommended, and the independent members of the Board approved, the following 2021 short-term incentive KPI results for our NEOs (dollars in millions):

2021 STIP Results
2021 KPI Measures	Threshold			Target			Stretch		Actual Results		Payout Results
Financial
Operating Earnings	$	1,306		$	1,360		$	1,436	$	1,438		Meets Stretch
Cash Flow (Cash From Operations Less Capital Expenditures)	$	(260	)	$	(160	)	$	40	$	232		Meets Stretch
Operational
Operations Index		2.50			5.00			7.50		4.27		Between Threshold and Target
Safety
Systemwide LCE		2			1			0		0		Meets Stretch
Systemwide DART Rate		0.67			0.36			0.22		0.56		Between Threshold and Target
Diversity and Inclusion
Diversity and Inclusion Index		1.50			3.00			4.50		0.68		Below Threshold

In February 2022, based on actual 2021 KPI results, the Compensation Committee recommended, and the independent members of the Board approved or ratified, the following 2021 short-term incentive award payouts for our NEOs:

Executive	2021 Base Salary			2021 STIP Award - Actual Payout ($)			Actual Payout as a % of STIP Target Opportunity			Actual Payout as a % of Base Salary(1)
Steven E. Strah		$	1,100,000		$	1,977,256		160	%		180	%
K. Jon Taylor		$	725,000		$	915,874		149	%		126	%
Hyun Park		$	650,000		$	704,676		149	%		111	%
John W. Somerhalder II		$	750,000		$	1,006,534		160	%		160	%
Samuel L. Belcher		$	700,000		$	780,258		149	%		111	%

(1) Actual payout as a percentage of base salary for Mr. Park and Mr. Somerhalder is calculated using a prorated 2021 base salary based on their dates of hire.

LTIP Payouts (for NEOs other than Mr. Somerhalder)

The LTIP for the 2019-2021 cycle used a similar design as the 2020-2022 and 2021-2023 cycles (see “Outstanding Award Cycles (2020-2022 and 2021-2023)” below). Beginning with the 2018-2020 LTIP cycle, the Committee approved an incentive structure that measures actual performance against threshold, target and stretch goals based on 3-year cumulative and average goals over the performance period.

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The 2019-2021 LTIP was comprised of the following two performance measures, weighted equally: Cumulative Operating EPS and Average Capital Effectiveness.

Additionally, FirstEnergy’s three-year annualized RTSR ranked at the 27th percentile relative to the S&P 500 Utility Index during the 2019-2021 performance cycle, which triggered the RTSR modifier and resulted in an interpolated result that reduced the final LTIP payout by 23% for all award participants. Based on the average of Company stock prices for December 2021, the average stock price with reinvested dividends of $44.84 was greater than the average stock price in December 2018 of $38.14 needed to pay the 2019-2021 LTIP cycle as earned (capped at 200%). As a result, the absolute TSR modifier did not apply to reduce the 2019-2021 cycle payout.

Below is a summary of the results for the 2019-2021 cumulative performance period:

2019-2021 LTIP Results
KPI Measures	Threshold				Target				Stretch				Actual Results				Payout Results
Cumulative Operating EPS		$	6.88			$	7.44			$	8.10			$	7.74			Between Target and Stretch
Average Capital Effectiveness			3.83	%			4.15	%			4.52	%			4.35	%		Between Target and Stretch

Based on the results of the two performance measures and the RTSR modifier for the 2019-2021 cycle described above, the independent members of the Board approved the payout at 127% of target payout opportunity, plus dividend equivalents, for our participating NEOs. Upon his hire in January 2021, Mr. Park was granted prorated stock-based performance-adjusted RSUs based on annual salary and total LTIP target opportunity and a proration factor of one-third for the 2019-2021 LTIP cycle. In March 2022, the performance-adjusted RSUs granted in 2019 were paid in shares of our common stock and cash respectively as follows: Mr. Strah: 35,967 shares and $742,784; Mr. Taylor: 10,659 shares and $221,517; Mr. Park: 14,385 shares and n/a for cash-based RSUs; and Mr. Belcher: 30,744 shares and $643,453.

Award Vesting for Mr. Taylor

On March 5, 2018, Mr. Taylor was awarded a restricted stock award and a cash retention award under the FirstEnergy Corp. 2015 Incentive Compensation Plan upon his promotion to President, Ohio Operations to retain him during the assignment and to support the CFO succession plan. These awards vested 100% on April 1, 2021, with respect to 8,708 shares (rounded) at a value of $299,106 for the restricted stock award and $750,000 for the cash retention award.

Outstanding Award Cycles (2020-2022 and 2021-2023)

Participating NEOs were granted the following number of target RSUs in 2020 and 2021 for each three-year LTIP cycle, respectively. Cash-settled RSUs have been rounded for illustration. Although dividend equivalents accrue and are reinvested throughout the performance period, subject to the same restrictions and performance conditions of the underlying awards, they are excluded in the table below.

Number of Performance-Based RSUs Granted At Target
Executive	Number of Cash-Settled RSUs granted for the 2020-2022 Cycle		Number of Stock-Settled RSUs granted for the 2020-2022 Cycle		Total RSUs granted for the 2020-2022 Cycle		Number of Cash-Settled RSUs granted for the 2021-2023 Cycle		Number of Stock-Based RSUs granted for the 2021-2023 Cycle		Total RSUs granted for the 2021-2023 Cycle
Steven E. Strah		12,466		24,781		37,247		46,342		92,684		139,026
K. Jon Taylor		5,291		10,673		15,964		15,735		31,660		47,395
Hyun Park		—		21,524		21,524		13,692		27,384		41,076
John W. Somerhalder II		—		—		—		—		33,210		33,210
Samuel L. Belcher		11,419		22,985		34,404		16,318		32,833		49,151

The values shown for Mr. Park are based on the prorated number of RSUs granted for each LTIP cycle. Upon his hire in January 2021, Mr. Park was granted prorated LTIP awards based on annual salary and total LTIP target opportunity and based on a proration factor of one-third for the 2019-2021 LTIP cycle and two-thirds for the 2020-2022 LTIP cycle. Equity awards granted to

FIRSTENERGY CORP. 71

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Mr. Somerhalder following his hire are described above under “Performance-based and Time-based Equity Award for Mr. Somerhalder”. Given that the 2020-2022 and 2021-2023 cycles of performance-adjusted RSUs are based on three-year cumulative metrics, the performance and actual payout is unknown at this time.

Realized Compensation

We provide this alternative view of compensation paid to the NEOs as a supplement to, but not as a substitute for, the Summary Compensation Table (“SCT”) because this realized compensation table below illustrates the way our Compensation Committee views the actual compensation earned or received by our NEOs in 2021 under the STIP, and the 2019-2021 cycle of the LTIP.

The table below summarizes realized compensation in 2021 for our NEOs:

Executive	2021 Earned Salary			2021 STIP (Paid in 2022)			Performance- Adjusted RSUs (Earned in three- year period ended in 2021, Paid in 2022)			Restricted Stock Award (Vested in 2021)(1)			Cash Retention Award (Vested in 2021)(2)			Total 2021 Realized Compensation
Steven E. Strah		$	1,076,236		$	1,977,256		$	2,237,932			N/A			N/A		$	5,291,424
K. Jon Taylor		$	686,209		$	915,874		$	664,612		$	299,106		$	750,000		$	3,315,801
Hyun Park		$	635,714		$	704,676		$	597,984			N/A			N/A		$	1,938,374
John W. Somerhalder II		$	632,555		$	1,006,534			N/A			N/A			N/A		$	1,639,089
Samuel L. Belcher		$	694,148		$	780,258		$	1,921,481			N/A			N/A		$	3,395,887

(1) Reflects the value of Mr. Taylor’s restricted stock award; 100% of the award vested on April 1, 2021, as discussed on page 71.

(2) Reflects the value of Mr. Taylor’s cash retention award; 100% of the award vested on April 1, 2021, as discussed on page 71.

2022 Incentive Plan Design and NEO Compensation

Following substantial changes to our short-term and long-term incentive compensation programs in 2018 as well as strong Say-on-Pay results, the Company has maintained the same general structure and design, with a few key modifications, for both of our incentive compensation programs through 2021, for the NEOs listed below. The 2022 design and goals of our short-term incentive compensation program has a relatively similar structure to that of prior years with a few key modifications. In February 2022, your Board approved a new operational focus on customer experience goal called the Engaged Customer Relationship Score (“ECR Score”). ECR Score replaces First Call Resolution as a metric within the Operations Index for 2022 and measures overall customer experience through surveys conducted to assess residential customers’ perceptions of brand trust, service satisfaction and product experience. An additional adjustment for the 2022 STIP consists of revisions to the DEI Index. Since its inclusion as a KPI in 2018, the DEI Index continues to be comprised of key metrics that measure diverse succession planning, diverse hiring, and scoring through the DEI employee survey. For 2022, the DEI Index continues to evolve to drive accelerated improvement in meeting our workforce aspirations and advancement for diverse groups while we remain committed to maintaining an intentional focus on building a more inclusive culture. Our definition of diverse includes females, historically underrepresented racially and ethnically diverse groups, individuals who identify as LBGTQ+ and/or people with disabilities, and has recently been expanded to include individuals with military service. Also new for 2022, the succession planning component of our DEI Index has been updated to measure the percentage of companywide manager-and-above succession plans that have one or more diverse candidates who are ready to fill the position within two years. Consistent with 2021, this metric will also include a performance gate for improving the percentage of succession plans that include one or more racially and ethnically diverse successors.

The LTIP will maintain Cumulative Operating EPS for the 2022-2024 cycle and increase the weighting from 50% to 65%. Average Capital Effectiveness and the Relative TSR modifier will be eliminated and replaced with a standalone Relative TSR metric, weighted at 35%. Relative TSR will be measured against the S&P 500 Utility Index. Threshold performance begins if our performance is at the 25th percentile, while stretch performance, with a maximum payout of 200%, begins at the 85th percentile. This change in design, which puts more emphasis on Relative TSR, more closely aligns with the interests of our shareholders and is similar to metrics used by our utility peer companies. Consistent with the 2021-2023 cycle, the threshold payout for the 2022-2024 LTIP will be at 25% of target, with the maximum payout remaining at 200%. Payout will continue to be capped at 100% of target if our Absolute TSR is negative over the three-year performance period.

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For 2022, target opportunities continue to be set at or near the Blended Median of our peer groups. The 2022 target compensation levels for the NEOs are as follows:

Executive	2022 Base Salary Rate			2022 STIP (as a % of Base Salary)			2022 LTIP (as a % of Base Salary)
Steven E. Strah		$	1,250,000		125	%		525	%
K. Jon Taylor		$	785,000		85	%		250	%
Hyun Park		$	700,000		75	%		225	%
John W. Somerhalder II		$	750,000		100	%		N/A
Samuel L. Belcher		$	750,000		75	%