Firstenergy Corp DEF 14A, filed Mar 29, 2024

Firstenergy Corp (FE)

DEF 14A 2024-03-29 For: 2024-05-22

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Added on June 12, 2026

About this DEF 14A

Firstenergy Corp filed this DEF 14A on March 29, 2024.

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Filed by a Party other than the Registrant ☐

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☐		Preliminary Proxy Statement

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12
FirstEnergy Corp.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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☐		Fee paid previously with preliminary materials:

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



PROXY STATEMENT SUMMARY	Proxy Statement Summary	6

CORPORATE GOVERNANCE & BOARD OF DIRECTORS	Corporate Governance and Board of Directors Information	12
	Biographical Information and Qualifications of Nominees for Election as Directors	24
	Board Committees	30
ITEMS TO BE VOTED ON	Items to Be Voted On	33

COMMITMENTS TO EESG	Our Commitment to EESG	45

EXECUTIVE & DIRECTOR COMPENSATION	Executive Compensation	55
	Compensation Committee Report	55
	Compensation Discussion and Analysis	55
	Executive Summary	58
	Compensation Tables	84
	Director Compensation in Fiscal Year 2023	108

OTHER IMPORTANT MATTERS & Q&A ABOUT THE ANNUAL MEETING	Security Ownership of Management	111
	Security Ownership of Certain Beneficial Owners	112
	Delinquent Section 16(a) Reports	112
	Certain Relationships and Related Person Transactions	113
	Audit Committee Report	115
	Matters Relating to the Independent Registered Public Accounting Firm	116
	Transparency in Corporate Contributions and 2023 Political and Lobbying Action Plan Audit	117
	Questions and Answers about the Annual Meeting	120
	Proxy Materials	120
	Voting Matters	122
	How You Can Vote	124
	Attending the Virtual Annual Meeting	125
	Proposals and Business by Shareholders	126
	Obtaining Additional Information	128


		EESG Priorities:

				EMPLOYEE: Support the development of a safe, inclusive, equitable, accountable and rewarding work culture where diversity and innovation drive continuous improvement and empower us to make our customers’ lives brighter and our communities stronger

				ENVIRONMENTAL: Protect the environment by minimizing our impact, improving the sustainability of our operations, executing on our climate strategy and finding opportunities to enhance the ecosystems in which we operate

				SOCIAL: Invest in the communities that we serve, promote public safety and economic development, and advance equitable and inclusive business practices to enable positive, sustainable change while delivering superior customer service

				GOVERNANCE: Maintain oversight of significant Company issues and strengthen risk management; build a strong, centralized corporate compliance program; ensure a culture of ethics and integrity; continue stakeholder engagement efforts; and provide consistent, transparent disclosures on a range of EESG topics


Item 1	Elect the 10 nominees named in this Proxy Statement to the Board of Directors (“Board”). Refer to page 33 for more detail.		Item 3	Approve on an advisory basis named executive officer compensation. Refer to page 35 for more detail.
Item 1	✓	Your Board recommends you vote FOR the election of all the nominees listed in this Proxy Statement.	Item 3	✓	Your Board recommends you vote FOR this item.
Item 2	Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. Refer to page 34 for more detail.		Items 4 - 6	Shareholder proposals. Refer to page 36-44 for more detail.
Item 2	✓	Your Board recommends you vote FOR this item.	Items 4 - 6	X	Your Board recommends you vote AGAINST each of these items.



		Letter from Our CEO & Chair				Brian X. Tierney President & CEO John W. Somerhalder III Non-Executive Board Chair



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.



Heidi L. Boyd, 39 Independent Director Senior managing director of Blackstone Infrastructure Group		Jana T. Croom, 47 Independent Director Chief financial officer of Kimball Electronics, Inc.

Paul Kaleta, 68 Independent Director Retired executive vice president and general counsel at First Solar, Inc.		James F. O’Neil III, 65 Independent Director Former Chief executive officer and vice chairman of Orbital Infrastructure Group, Inc. Other public boards 1

		Leslie M. Turner, 66 Independent Director Retired senior vice president, general counsel and corporate secretary of The Hershey Company



		Steven J. Demetriou, 65 Independent Director Executive board chair of Jacobs Solutions Inc. Other public boards 2		Lisa Winston Hicks, 57 Independent Director Lead Independent Director of FirstEnergy Corp. Retired board chair of MV Transportation, Inc.

		John W. Somerhalder II, 68 Director Non-Executive Board Chair of FirstEnergy Corp. Previously Interim President and Chief Executive Officer of FirstEnergy Corp. Other public boards 1		Brian X. Tierney, 56 Director President and Chief Executive Officer of FirstEnergy Corp.

		Melvin D. Williams, 60 Independent Director Retired president of Nicor Gas and retired senior vice president of Southern Company Gas



		Independent Oversight		◾ All directors are independent, other than our Non-Executive Board Chair and CEO ◾ The Board’s three primary standing committees are comprised entirely of independent directors ◾ Independent directors regularly hold executive sessions without management at Board and committee meetings

		Board & Committee Oversight		◾ Your Board and Committees regularly review material risks facing your Company and, through the Audit Committee, oversee your Company’s enterprise risk management practices ◾ The Audit Committee also provides oversight of risks related to financial statements and financial controls, cybersecurity regulatory compliance, the Office of Ethics and Compliance and the Internal Audit function ◾ The Operations and Safety Oversight Committee oversees the operational function of the Company, including operational cybersecurity risk ◾ Through the Governance, Corporate Responsibility and Political Oversight Committee, your Board oversees corporate citizenship practices, including the Political and Lobbying Action Plan, EESG and sustainability initiatives ◾ The Compensation Committee oversees the Company’s compensation philosophy, practices and human capital initiatives, and focuses on alignment between pay and performance ◾ Operations and Safety Oversight Committee oversees operational strategy including reliability, safety, cybersecurity risks and audits, as well as environmental practices and policies

		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 held on an annual basis, consistent with the shareholder advisory vote on frequency ◾ Shareholders may nominate directors through proxy access ◾ Shareholders of 20% or more shares outstanding and entitled to vote may call a special meeting ◾ No poison pill

		Board Practices		◾ The Board balances directors’ skills, experiences, and perspectives with a mix of diverse characteristics, including gender, race and ethnicity, tenure and background ◾ The Board is comprised of 40% female directors and 50% diverse directors by gender, race and ethnicity combined. ◾ Actively seek to include in the director nominee pool candidates of 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 ◾ Governance, Corporate Responsibility and Political Oversight 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



WHAT WE DO	Pay-for-performance ◾ LTIP⁽¹⁾ is 100% performance-based and at risk, with no solely time-based vesting requirements ◾ STIP is 100% at risk Threshold and caps on incentive awards: ◾ All STIP award payouts are contingent on achieving an Operating Earnings threshold, after accounting for the cost of the STIP payout ◾ Individual STIP awards capped at 200% (consistent with peer companies) ◾ Individual LTIP awards capped at 200% (consistent with 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 Two distinct clawback policies with provisions for: ◾ Financial and reputational harm, and other detrimental activity ◾ Mandatory recoupment for financial restatement applying to current and former Section 16 Officers 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 CIC 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 No payment of cash severance benefits above 2.99x base salary and target STIP


1		Annual Process is Initiated Your Board’s Governance Committee initiated the annual Board, committee and individual director evaluation process and presented the proposed approach to your Board for its input.



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. In addition, input is obtained from each director as to the performance of the other Board members.




3		Director Self-Assessments Prior to accepting a re-nomination, each director conducted a self-assessment as to whether he or she satisfies the criteria set forth in the Company’s Corporate Governance Policies and the Governance Committee Charter.



4		Presentation of Findings The annual Board, committee and individual director assessments were discussed with your Board, committee and directors. These discussions focused on certain key themes and priority areas for the Board.



5		Feedback Incorporated Your Board, committees and directors are committed to continuous improvement and what they learn from this evaluation process is incorporated in their ongoing work for the Company.
5



	Heidi L. Boyd Director
AGE: 39 FirstEnergy DIRECTOR SINCE 2024		STANDING COMMITTEES: Audit; Compensation; Governance, Corporate Responsibility and Political Oversight



	Jana T. Croom Director
AGE: 47 FirstEnergy DIRECTOR SINCE 2022		STANDING COMMITTEES: Audit; Governance, Corporate Responsibility and Political Oversight



	Steven J. Demetriou Director
AGE: 65 FirstEnergy DIRECTOR SINCE 2017		STANDING COMMITTEES: Finance (Chair); Compensation


		FIRSTENERGY CORP.


Table of Contents


		FIRSTENERGY CORP.


		2		FIRSTENERGY CORP.



	Lisa Winston Hicks Director
AGE: 57 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEES: Compensation; Operations and Safety Oversight



	Paul Kaleta Director
AGE: 68 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEES: Governance, Corporate Responsibility and Political Oversight (Chair); Compensation; Operations and Safety Oversight



	James F. O’Neil III Director
AGE: 65 FirstEnergy DIRECTOR SINCE 2017		STANDING COMMITTEES: Audit; Compensation (Chair); Operations and Safety Oversight



	John W. Somerhalder II Director
AGE: 68 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEE: Finance; Operations and Safety Oversight



						Brian X. Tierney President, Chief Executive Officer and Director
		AGE: 56 FirstEnergy DIRECTOR SINCE 2023



	Leslie M. Turner Director
AGE: 66 FirstEnergy DIRECTOR SINCE 2018		STANDING COMMITTEES: Audit (Chair); Finance



		Melvin Williams Director
	AGE: 60 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEES: Corporate Governance, Corporate Responsibility and Political Oversight; Operations and Safety Oversight (Chair)

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 (from 2015 to 2020). 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.



Audit Committee		8 meetings in fiscal year 2023

Leslie M. Turner (Chair) Heidi L. Boyd Jana T. Croom * James F. O’Neil III * * 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 ◾ The qualifications, independence, and performance of the Company’s independent auditor ◾ The Company’s Enterprise Risk Management function ◾ Performance of the Company’s internal audit function ◾ The Company’s systems of internal controls over financial reporting with respect to the accuracy of financial records, and ◾ The key assurance functions, including the Office of Ethics & Compliance, Internal Audit and Risk. 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. In partnership with the Operations and Safety Oversight Committee, the Audit Committee also oversees cybersecurity risk as it may impact the other areas of the Audit Committee’s responsibilities. 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.



Compensation Committee		6 meetings in fiscal year 2023

James F. O’Neil III (Chair) Heidi L. Boyd Steven J. Demetriou Paul Kaleta Lisa Winston Hicks		The Compensation Committee is primarily responsible for: ◾ Carrying out the responsibilities delegated by the Board relating to the review and determination of executive compensation ◾ Provide general oversight of the Company’s compensation philosophy and practices and human capital initiatives ◾ Reviewing and, if appropriate, making recommendations to your Board regarding the compensation and benefits of non-employee directors, and ◾ Delegating responsibilities to one or more sub-committees (to the extent permitted under NYSE listing standard and applicable law 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.



Governance, Corporate Responsibility and Political Oversight Committee		7 meetings in fiscal year 2023



Finance Committee		6 meetings in fiscal year 2023

Steven J. Demetriou (Chair) John W. Somerhalder II Leslie M. Turner		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.



Operations and Safety Oversight Committee		6 meetings in fiscal year 2023



Special Board Oversight Committee		2 meetings in fiscal year 2023



Talent Management				We have robust processes to support recruiting, career management, succession planning, and employee and leadership development, and we focus on transparency, consistency and inclusivity in all our talent processes. ◾ We focus on our core value of diversity, equity and inclusion in the recruiting space, including as follows: ^○ We have trained over 500 hiring champions and experts across FirstEnergy to participate in diverse interviewing panels and follow a rigorous, behavior-based interview process tied to critical competencies and behaviors that ensures unbiased selection of the best candidate. ^○ We enhanced our diversity-related recruiting practices (using labor market availability data to guide our recruitment efforts), requiring racial/ethnic diversity on candidate slates for a broader range of positions. ^○ Through our FirstEnergy Ambassador Network, we have increased investment in outreach and support to programs, schools and organizations that provide a pipeline of diverse talent and position FirstEnergy as an employer of choice, including by supporting organizations that focus on racially/ethnically diverse talent. ◾ The transparency we promote in talent management 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 successfully facilitate our leadership training programs, talent reviews, recruiting, co-op/intern program and onboarding processes in hybrid and virtual formats supporting our continued commitment to a more flexible and inclusive work environment.


Mentoring Program				We expanded our mentoring program, which is available to all non-physical workers, by encouraging all high performing, high potential 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 with exciting new technology enhancements introduced in 2023 to ease participation and matching of mentors and mentees.


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 172 participants in 2023. The NSM program has now graduated over 2,700 leaders since its inception in 2008. ◾ The Experienced Leader Program (“ELP”) bridges the development between new supervisors and managers and senior executives by providing development for experienced manager and director-level employees. Through this program, we equip our leadership with the tools to coach and support their teams and ultimately drive FirstEnergy’s long-term success. Since launching ELP in 2020, we have completed five cohort-based programs with more than 130 participants. ◾ The Aspiring Leader Program builds the leadership capabilities of top talent, individual contributors who are ready near-term for leadership role. This virtual program provides interactive, cohort-based learning sessions on fundamental leadership development topics to prepare participants for a more seamless transition to a leadership role. ◾ The Educate to Elevate program provides a pathway to secondary education for employees seeking a 2-or 4-year college degree and is now operational across the FirstEnergy footprint. For the Fall 2023 semester, 39 employees are enrolled to pursue an associate and/or bachelor’s degree. ◾ We maintain external partnerships with the Center for Creative Leadership^® and BeingFirst^® for senior and executive leadership development.




Workforce Development				We have transitioned to an apprenticeship model for hiring entry-level lineworker and substation electrician positions that will strengthen FirstEnergy’s competitive edge in obtaining high-quality employees to fill this critical talent pipeline. ◾ We continue to identify opportunities to establish community partnerships, which help us recruit a more diverse candidate pool in support of FirstEnergy’s value of Diversity, Equity, and Inclusion. As these partnerships mature, both the organizations and FirstEnergy will be able to meet mutually beneficial objectives that serve the greater community.



Women Owned Business Enterprises (WBE)	$	342,917	17	%

Minority Owned Business Enterprises (MBE)	$	1,068,167	54	%

Service Disabled/Veteran Owned Businesses (SDVOB)	$	174,860	9	%

Disability Owned Business Enterprise (DOBE)	$	272,501	14	%

LGBTQ Owned Businesses	$	120,167	6	%

Total:	$	1,978,612	100	%



Reducing Emissions to Achieve Carbon Neutrality by 2050		Enabling the Energy Transition to a Low-Carbon Future

Coordinating with regulators to move beyond our coal-fired generating plants by 2050		Protecting and enhancing the transmission system to support grid reliability and enable increased renewables and other clean energy trends

Reducing sulfur hexafluoride (SF6) emissions from transmission and distribution equipment		Building the technologically advanced distribution grid of the future by implementing grid management solutions, smart meters, automation, electric vehicle (EV) charging infrastructure and other emerging technologies

Electrifying our vehicle fleet		Building solar in West Virginia and continually looking for and acting on forward-thinking opportunities to build or support additional clean energy resources, within the restrictions of state laws and regulations


Named Executive Officer		Current Title
Brian X. Tierney		President and CEO
K. Jon Taylor		Senior Vice President, Chief Financial Officer (“CFO”) and Strategy
A. Wade Smith		President, FirstEnergy Utilities
Hyun Park		Senior Vice President, Chief Legal Officer (“CLO”)
Toby L. Thomas		Chief Operating Officer (“COO”)
John W. Somerhalder II		Chair of the Board and Former Interim President and CEO
Samuel L. Belcher		Former Senior Vice President, Operations



Key Sections	Core Topics	Page

Executive Summary	◾ Executive Summary ◾ Shareholder Engagement and Say-on-Pay Results ◾ Commitment to Pay for Performance	58

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	60

Components of Total Direct Compensation Programs	◾ Key Elements of 2023 NEO Compensation ◾ Compensation Mix ◾ Target Compensation (Base Salary + Target Incentive Compensation) ◾ Incentive Compensation Programs ◾ Short-term Incentive Compensation Program (“STIP”) ◾ KPIs and Weightings for STIP ◾ Long-term Incentive Compensation Program (“LTIP”) ◾ Newly Appointed NEOs ◾ Performance-based Equity Awards ◾ TIme-based Equity Award for Mr. Taylor ◾ Time-based Equity Award for Mr. Somerhalder ◾ Incentive Compensation Payouts for 2023 ◾ STIP Payout ◾ 2021-2023 LTIP Cycle Payout ◾ Outstanding Award Cycles (2022-2024 and 2023-2025) ◾ Realized Compensation ◾ Current Expectations for 2024 Incentive Plan Design and NEO Compensation	65

Other Compensation Policies and Practices	◾ Retirement Benefits, Executive Deferred Compensation Plan (“EDCP”), Personal Benefits and Perquisites ◾ Severance Benefits Upon an Involuntary Separation, and Change in Control (“CIC”) Plan ◾ Share Ownership Guidelines for Executives ◾ Non-Hedging and Pledging Policies ◾ Clawback Policies (Discretionary Clawback Policy and SEC Compliant Clawback Policy) ◾ Risk Assessment of Compensation Programs	76

CD&A Glossary of Terms	◾ Key Terms and Definitions	82



		Best Practices		Actions

		Shareholders want pay-for-performance alignment; metrics should drive Company strategy and long-term shareholder value		◾ Our executive compensation programs link pay to key drivers of shareholder value: ◾ The STIP is funded through a “pool of funds” to ensure operational performance drives financial achievement; payment of any STIP award will be contingent upon FirstEnergy achieving the Operating Earnings threshold level, after accounting for the cost of the STIP payout ◾ LTIP payouts are tied to the Company achieving certain levels of Operating Earnings per Share (“Operating EPS”) and Relative TSR, 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 ◾ LTIP includes a TSR cap (if absolute TSR is negative over the three-year LTIP period, the payout will be capped at 100%) and ◾ During 2023, the Committee maintained a cap on STIP and LTIP payouts (maximum payout of 200%), and decreased the threshold payout opportunity level from 50% to 25% of target in the LTIP, based on the Committee’s analysis of market practices and to further align your Company’s incentive programs with those of our peers

		Shareholders prefer performance-based vs. time-based awards		◾ For 2023, the Committee maintained a 100% performance-based LTIP, a leading practice compared to your Company’s peers.

		Shareholders prefer three-year cumulative vs. successive annual performance periods for the long-term incentive plans		◾ For 2023, the Committee maintained an LTIP, which includes: ◾ Three-year cumulative goals focused on Operating EPS (65% weighting) and three-year Relative TSR (35% weighting) measured against the S&P 500 Utility Index ◾ An absolute TSR cap and ◾ An LTIP design with cumulative metrics

		Goals need to be set rigorously and the process needs to be transparent		◾ Established performance levels to align pay opportunity with performance ◾ Established reasonable and competitive goals following an independent assessment of the rigor of incentive compensation performance goals and ◾ Maintained additional stretch-level performance measure through goal setting process. As an example, in the 2023 STIP, to achieve maximum payout, we required performance that aligned with the top end of fiscal year 2023 guidance as disclosed in November 2022

		STIP and LTIP metrics should be relevant to the business and not overlapping		◾ The 2023 STIP incorporates financial Operating Earnings and Baseline Operations and Maintenance (“O&M”) goals, operational goals, safety goals, and DEI goals to help drive our business strategy and corporate objectives and ◾ The 2023 LTIP incorporates three-year Cumulative Operating EPS growth and Relative TSR goals to reward the achievement of longer-term goals and to drive shareholder value