Board Governance

Board Structure and
Oversight Responsibilities

Our Board of Directors provides oversight and guidance to help FirstEnergy execute its business strategy and fulfill the company’s mission to make customers’ lives brighter, the environment better and our communities stronger. As part of that effort, the Board also provides oversight and guidance on environmental, social and governance (ESG) topics significant to the company while ensuring our business strategy, goals and decision-making reflect and align with our corporate responsibility priorities. In addition, the Board also collaborates with our management team to keep integrity central to everything we do, drive accountability across the company and increase transparency with our stakeholders.

The Board also oversees our executive compensation program, including compensation based on key performance indicators tied to finances, operations, safety, and diversity, equity and inclusion. Information on that program can be found in our Proxy Statement.

The Board adheres to the requirements of FirstEnergy’s Code of Conduct and abides by our Corporate Governance Policies, which—together with the Board committee charters—serve as a framework for meeting its duties and responsibilities with respect to the governance of the company. This framework also addresses organizational changes to the Board should they occur in the future.

The Board has five standing committees, each of which solely comprise independent Directors, as determined by the Board in accordance with our corporate governance policies, New York Stock Exchange listing standards and applicable Securities and Exchange Commission rules. Each committee has clear roles and oversight responsibilities as shown below.

Board and Board Committees

ESG Oversight Responsibilities

Board of Directors

The Board adheres to the Code of Conduct and Corporate Governance Policies.

  • Business strategies and related risks and opportunities, which includes ESG topics

Audit

See full responsibilities included in the Audit Committee Charter.

  • Ethics and Compliance Program
  • The propriety of political affairs and related activities (with the Corporate Governance and Corporate Responsibility Committee)
  • Risk management process, design and reporting, including cybersecurity

Compensation

See full responsibilities included in the Compensation Committee Charter.

  • Executive compensation practices and policies, including integration of ESG measures
  • Design and implementation of the company’s incentive programs, which includes ESG-related performance conditions
  • Human capital management practices and policies, including workforce diversity, equity and inclusion

Corporate Governance and Corporate Responsibility

See full responsibilities included in the Corporate Governance and Corporate Responsibility Charter.

  • Corporate governance, including Board and Committee composition, Board diversity, corporate governance policies, and shareholder engagement
  • Corporate citizenship practices, including corporate political activity
  • ESG strategy, initiatives and policies, including in the areas of sustainability, human rights, responsible business practices, corporate social responsibility programs and corporate philanthropy

Finance

See full responsibilities included in the Finance Committee Charter

  • Company’s financial resources and strategies, which includes alignment and support of our ESG objectives

Operations and Safety Oversight Committee

See full responsibilities included in the Operations and Safety Oversight Committee Charter

  • Health and safety
  • Human and labor relations
  • Environmental strategy, initiatives and policies, including in the areas of climate change, environmental protection and sustainability

For more information about our Board of Directors, including biographical information and additional details on oversight responsibilities, please see our Board of Directors page on the company's corporate website. 

Board Diversity

At FirstEnergy, we’re focused on creating a more diverse, equitable and inclusive company—and that includes the senior leadership and Board levels. We believe that a diverse leadership team will make us a stronger company, enable us to innovate and broaden perspectives, serve our customers better and add value for all stakeholders. For those reasons, we seek to maintain a well-rounded and diverse Board, representing a wide breadth of experiences and perspectives that balance the institutional knowledge of longer-tenured members with the fresh perspectives brought by newer directors. Accordingly, the Board has set a goal targeting at least 30% diverse members (by race, ethnicity and gender combined) for the foreseeable future. 

Our Board of Directors has set a goal to maintain at least 30% diverse members (by race, ethnicity and gender combined) for the foreseeable future.

In addition, because director expertise and subject matter fluency is central to a high-functioning Board of Directors with strong oversight processes, the Corporate Governance and Corporate Responsibility Committee also considers differences in professional experience, education and other individual skills, qualities, and attributes in its nominee decision-making process.

For information on our 2020 directors’ attributes, experience, qualifications and skills, please view the skills matrix provided in our Proxy Statement

Board Composition Metrics as of June 30, 2021

16

Board Members

4.2YRS

Average Tenure

30%

Minimum Total
Diversity Goal
(by gender, race and ethnicity)

32%

Current Total Diverse Representation
(by gender, race and ethnicity)

19%

Female Directors
(3 members)

69%

White
(11 members)

25%

Black
(4 members)

6%

Hispanic
(1 member)

Ethics and Integrity

FirstEnergy and its Board are committed to upholding high standards for ethics and integrity—the cornerstones of effective corporate governance. This requires every leader to set the right tone at the top and create an environment where ethics and compliance are embedded in daily work practices, where transparent communication is prioritized, and where employees feel empowered to speak up and act in accordance with our core values and behaviors. Our Board is working in lockstep with the company’s management team to ensure a culture of ethics and integrity at FirstEnergy. Please visit the Ethics and Compliance page for details on our company’s larger efforts in this area, and please see the Proxy Statement for previous steps the Board has taken to support a culture of ethics and integrity.

Shareholder Outreach

The Board maintains a robust shareholder outreach and engagement program to understand our investors’ perspectives on a range of topics, including and especially ESG policies and performance. The Board and management team provide formal shareholder presentations, covering the company’s approach to and progress on a range of issues: corporate compliance, Board expertise and demographics, climate strategy, greenhouse gas reduction and carbon neutral goals, environmental stewardship efforts, regulatory proceedings, safety performance, and diversity, equity and inclusion, among others. 

In addition, we conduct a year-round engagement process that enables the Board and management to understand and consider the topics that matter most to our shareholders and effectively address them. With support from the Board, the management team also focuses significant efforts on engaging with our shareholders and the broader investment community. Shareholder feedback and suggestions are reported to the Compensation Committee, Corporate Governance and Corporate Responsibility Committee and, as needed, the Board and various other committees for consideration.

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