Firstenergy Corp DEF 14A, filed Apr 3, 2025

About this DEF 14A

Firstenergy Corp (FE)

DEF 14A 2025-04-03 For: 2025-05-21

View Original

Added on June 12, 2026

Steven J. Demetriou, 66

Independent Director

Executive chair of

Amentum Holdings, Inc.

| Other public boards 2

Lisa Winston Hicks, 58

Independent Director

Lead Independent Director

of FirstEnergy Corp.

Retired board chair of MV Transportation, Inc.

OUR COLLECTIVE DIRECTOR NOMINEE SKILLS

John W. Somerhalder II, 69

Director

Former Board Chair and Interim

President and Chief Executive Officer of

FirstEnergy Corp.

| Other public boards 1

Brian X. Tierney, 57

Director

Board Chair, President and Chief Executive

Officer of FirstEnergy Corp.

Melvin D. Williams, 61

Independent Director

Retired president of Nicor Gas and

retired senior vice president of

Southern Company Gas

Firstenergy Corp filed this DEF 14A on April 3, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		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)



Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.

☐		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	2

CORPORATE GOVERNANCE & BOARD OF DIRECTORS	Corporate Governance and Board of Directors Information	8
	Biographical Information and Qualifications of Nominees for Election as Directors	19
	Board Committees	25
ITEMS TO BE VOTED ON	Items to Be Voted On	28

EXECUTIVE & DIRECTOR COMPENSATION	Executive Compensation	34
	Compensation Committee Report	34
	Compensation Discussion and Analysis	34
	Executive Summary	37
	Compensation Tables	61
	Director Compensation in Fiscal Year 2024	85

OTHER IMPORTANT MATTERS & Q&A ABOUT THE ANNUAL MEETING	Security Ownership of Management	88
	Security Ownership of Certain Beneficial Owners	89
	Compensation Committee Interlocks and Insider Participation	89
	Certain Relationships and Related Person Transactions	90
	Audit Committee Report	92
	Matters Relating to the Independent Registered Public Accounting Firm	93
	Transparency in Corporate Contributions and Audit of the Political and Lobbying Action Plan	94
	Questions and Answers about the Annual Meeting	97
	Proxy Materials	97
	Voting Matters	99
	How You Can Vote	101
	Attending the Virtual Annual Meeting	102
	Proposals and Business by Shareholders	103
	Obtaining Additional Information	105


Proxy Summary		Corporate Governance & Board of Directors		Items to Be Voted On		Executive & Director Compensation		Other Important Matters / Q&A


Proxy Summary		Corporate Governance & Board of Directors		Items to Be Voted On		Executive & Director Compensation		Other Important Matters / Q&A



		Letter to Our Shareholders				Brian X. Tierney Board Chair, President and Chief Executive Officer


Item 1	Elect the 10 nominees named in this Proxy Statement to the Board of Directors (“Board”). Refer to page 28 for more detail.		Item 3	Approve, on an advisory basis, named executive officer compensation. Refer to page 30 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 2025. Refer to page 29 for more detail.		Item 4	Shareholder proposal. Refer to page 31 for more detail.
Item 2	✓	Your Board recommends you vote FOR this item.	Item 4	X	Your Board recommends you vote AGAINST this item.



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, 40 Independent Director Senior managing director of Blackstone Infrastructure Group		Jana T. Croom, 48 Independent Director Chief financial officer of Kimball Electronics, Inc.

Paul Kaleta, 69 Independent Director Retired executive vice president and general counsel at First Solar, Inc.		James F. O’Neil III, 66 Independent Director Former chief executive officer and vice chairman of Orbital Infrastructure Group, Inc. \| Other public boards 1

		Leslie M. Turner, 67 Independent Director Retired senior vice president, general counsel and corporate secretary of The Hershey Company \| Other public boards 1



		Independent Oversight		◾ All directors are independent, other than our CEO and former Executive Vice Chair, who also served as interim 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 program and 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 ◾ Through the Governance, Corporate Responsibility and Political Oversight Committee, your Board oversees corporate citizenship practices, including the Political and Lobbying Action Plan, Board governance 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 ◾ The Operations and Safety Oversight Committee oversees operational strategy including reliability, safety, cybersecurity risks and audits, as well as operational cybersecurity risk and 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 other characteristics it deems important in building a strong, effective Board ◾ The Board is comprised of 40% female directors and 50% directors of differing gender, race and ethnicity ◾ Actively seek to include in the director nominee pool candidates of varied backgrounds, skills and experience ◾ 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 is performance-based and at risk, with no solely time-based vesting requirements historically ◾ STIP is at risk Threshold and caps on incentive awards: ◾ Individual STIP award payout opportunities are capped at 200% (consistent with peer companies) ◾ Individual LTIP award payout opportunities are 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, and the ability to clawback both time-based and performance-based awards ◾ 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 and no gross-ups in 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


Proxy Summary		Corporate Governance & Board of Directors		Items to Be Voted On		Executive & Director Compensation		Other Important Matters / Q&A


1		Annual Process is Initiated Your Board’s Governance Committee, in collaboration with the Lead Independent Director, initiated the annual Board, committee and individual director evaluation process.



2		Board & Committee Assessment, Individual Director Evaluations Each independent director’s opinion was solicited regarding your Board’s and each committees’ effectiveness relating to matters such as Board oversight of key topics, ethics and accountability, Board composition and culture, succession planning, and shareholder and stakeholder involvement. In addition, input was obtained from each director as to the performance of the other Board members.




3		Director Self-Assessments Prior to accepting a renomination, 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 insights from this evaluation have been incorporated in their ongoing work for the Company.
5



	Heidi L. Boyd Director
AGE: 40 FirstEnergy DIRECTOR SINCE 2024		STANDING COMMITTEES: Audit; Compensation; Governance, Corporate Responsibility and Political Oversight


FIRSTENERGY CORP.


Table of Contents


		FIRSTENERGY CORP.


2		FIRSTENERGY CORP.



	Jana T. Croom Director
AGE: 48 FirstEnergy DIRECTOR SINCE 2022		STANDING COMMITTEES: Audit; Governance, Corporate Responsibility and Political Oversight



	Steven J. Demetriou Director
AGE: 66 FirstEnergy DIRECTOR SINCE 2017		STANDING COMMITTEES: Finance (Chair); Compensation



	Lisa Winston Hicks Director
AGE: 58 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEES: Compensation; Finance; Operations and Safety Oversight



	Paul Kaleta Director
AGE: 69 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: 66 FirstEnergy DIRECTOR SINCE 2017		STANDING COMMITTEES: Audit; Compensation (Chair); Operations and Safety Oversight



	John W. Somerhalder II Director
AGE: 69 FirstEnergy DIRECTOR SINCE 2021		STANDING COMMITTEE: Finance; Operations and Safety Oversight



						Brian X. Tierney Boar Chair, President, and Chief Executive Officer
		AGE: 57 FirstEnergy DIRECTOR SINCE 2023



	Leslie M. Turner Director
AGE: 67 FirstEnergy DIRECTOR SINCE 2018		STANDING COMMITTEES: Audit (Chair); Finance



		Melvin D. Williams Director
	AGE: 61 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 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		9 meetings in fiscal year 2024¹

Leslie M. Turner (Chair) Heidi L. Boyd * Jana T. Croom * James F. O’Neil III * * Financial Experts		The Audit Committee is primarily responsible for the oversight of: ◾ The integrity of the Company’s financial statements, and the 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 ◾ The Company’s internal audit function ◾ Cybersecurity risk as it relates to the Audit Committee’s responsibilities (in partnership with the Operations and Safety Oversight Committee) ◾ 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. 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		5 meetings in fiscal year 2024

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 ◾ Providing 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		6 meetings in fiscal year 2024

Paul Kaleta (Chair) Heidi L. Boyd Jana T. Croom Melvin D. Williams	The Governance, Corporate Responsibility and Political Oversight Committee is primarily responsible for: ◾ The Company’s director nominations process ◾ The Company’s corporate governance policies ◾ Oversight of the Company’s policies and practices relating to corporate responsibility ◾ Oversight of the Company’s political activities and practices, including oversight of the Company’s Political and Lobbying Action Plan, and ◾ Oversight of the Company’s citizenship and corporate responsibility practices For a complete list of responsibilities and other information, refer to the Governance, Corporate Responsibility and Political Oversight Committee Charter available on our website at www.firstenergycorp.com/charters.



Finance Committee		6 meetings in fiscal year 2024

Steven J. Demetriou (Chair) Lisa Winston Hicks 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 our website at www.firstenergycorp.com/charters.



Operations and Safety Oversight Committee		8 meetings in fiscal year 2024¹

Melvin D. Williams (Chair) John W. Somerhalder II Lisa Winston Hicks James F. O’Neil III Paul Kaleta	The Operations and Safety Oversight Committee is primarily responsible for monitoring and overseeing the Company’s significant operations matters relating to the Company’s electric power distribution, transmission and generation operations, together with safety, reliability, environmental strategy, climate change, environmental protection and sustainability. In partnership with the Audit Committee, the Operations and Safety Oversight Committee is also responsible for oversight of the Company’s operational cybersecurity risks and audits. 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.


Named Executive Officer		Current Title
Brian X. Tierney		Chair, 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”)
Christine L. Walker		Former Senior Vice President, Chief Human Resources Officer (“CHRO”) & Corporate Services



Key Sections	Core Topics	Page

Executive Summary	◾ Executive Summary ◾ Shareholder Engagement and Say-on-Pay Results ◾ Commitment to Pay for Performance	37

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	40

Components of Total Direct Compensation Programs	◾ Key Elements of 2024 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 ◾ 2024 STIP Performance Goals ◾ Long-term Incentive Compensation Program (“LTIP”) ◾ Incentive Compensation Payouts for 2024 ◾ 2024 STIP Results ◾ 2022-2024 LTIP Cycle Payout ◾ Realized Compensation ◾ 2025 Incentive Plan Design and NEO Compensation	45

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 ◾ Anti-Hedging and Pledging Policies ◾ Clawback Policies ◾ Risk Assessment of Compensation Programs ◾ Insider Trading Practice ◾ Equity Grant Practices	53

CD&A Glossary of Terms	◾ Key Terms and Definitions	59



		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: ◾ LTIP payouts are tied to the Company achieving certain levels of Operating (non-GAAP) 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 FirstEnergy’s internal financial reports to regularly assess performance of the business and allocate resources. ◾ Our LTIP includes a TSR cap (if absolute TSR is negative over the three-year LTIP period, the payout will be capped at 100%). ◾ All STIP and LTIP payouts remain capped at 200%, 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 a majority of LTIP to be performance-based		◾ For 2024, the Committee maintained a majority of performance-based awards in our LTIP.

		Shareholders prefer three-year cumulative vs. successive annual performance periods for the long-term incentive plans		◾ For 2024, the performance-based LTIP that consisted of: ◾ Three-year cumulative goals focused on Operating EPS (65% weighting) and three-year Relative TSR measured against the S&P 500 Utility Index (35% weighting); and ◾ An absolute TSR cap.

		Goals need to be set rigorously and the process needs to be transparent		◾ Our goals and goal ranges undergo a rigorous independent assessment and are set to: ◾ Align pay opportunity with performance; ◾ Be reasonable and competitive; and ◾ Maintain additional stretch-level performance through the measurement period. As an example, in the 2024 STIP, to achieve maximum payout, we required performance that aligned with the top end of fiscal year 2024 guidance as disclosed in November 2023.

		STIP and LTIP metrics should be relevant to the business and not overlapping		◾ The 2024 STIP included financial Operating Earnings and Baseline Operations and Maintenance (“O&M”) goals, operational goals, safety goals, and human capital and inclusion goals to help drive our business strategy and corporate objectives. ◾ The 2024 LTIP incorporated three-year cumulative Operating EPS growth and Relative TSR goals to reward the achievement of longer-term goals and the driving of shareholder value.



WHAT WE DO	Pay-for-performance ◾ LTIP is performance-based and at risk,with no solely time-based vesting requirements historically ◾ STIP is at risk Threshold and caps on incentive awards ◾ Individual STIP award payout opportunities are capped at 200% (consistent with peer companies) ◾ Individual LTIP award payout opportunities are capped at 200% (consistent with 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	Two distinct clawback policies with provisions for: ◾ Financial and reputational harm, and other detrimental activity, and the ability to clawback both time-based and performance-based awards ◾ 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 and no gross-ups in 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



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 Committee uses the Blended Median to inform decisions on base salary levels and assist in determining any adjustments ◾ Other factors that may influence base salary include individual experience, performance, impact by role, and recent compensation adjustments for the NEO ◾ The Committee, CEO and Board annually review each NEO’s base salary


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 other performance measures	◾ The Committee uses the Blended Median to set target opportunity levels ◾ STIP is at-risk, performance-based compensation and the Committee retains the discretion to adjust the STIP payouts ◾ Payouts may range from 0% to 200% of target opportunity levels ◾ For 2024, the STIP goals included: – Financial: Includes Operating (non-GAAP) Earnings and Baseline O&M – Operational: Includes a mix of customer, reliability and environmental operating metrics – Safety: Includes LCEs and Days Away/Restricted or Job Transfer Rate (“DART Rate”) – Human Capital Management and Inclusion: Includes metrics for supplier spend, and hiring – Ethics and Compliance Modifier: Serves as a negative modifier at the individual level, with downward adjustments only, which can be up to 100% ◾ The 2024 STIP awards are contingent upon FirstEnergy achieving the Operating (non-GAAP) Earnings threshold level, after accounting for the cost of the STIP payout ◾ The 2024 STIP was weighted 60% for corporate financial performance and 40% based on achievement of operational, safety and human capital management and other goals


Long-Term Incentive Program (LTIP)	VARIABLE EQUITY COMPENSATION Designed to reward the achievement of longer-term goals and drive shareholder value and growth	◾ The Committee uses the Blended Median to inform decisions on target opportunity levels ◾ The LTIP is at-risk, performance-based compensation, comprised entirely of performance-adjusted restricted stock units (“RSUs”), with 2/3 of the earned award payable in stock and 1/3 of the earned award settled in cash ◾ Payouts may range from 0% to 200% of target opportunity levels ◾ 2024 LTIP awards are based on a three-year performance period (2024 – 2026) and awards will vest, if at all, based on the achievement of two financial KPIs measured over the performance period, as follows: – Operating (non-GAAP) EPS Growth (cumulative) weighted at 65% – Relative TSR weighted at 35% ◾ Includes a payout cap (100% target) if absolute TSR is negative over the three-year performance period



Executive	2024 Base Salary Increase	2024 Annualized Base Salary		2024 Target Opportunity STIP (% of Base Salary)	2024 Target STIP ($)		2024 Target Opportunity LTIP Awards (% of Base Salary)⁽¹⁾	2024 Target Opportunity LTIP Awards (Target Value)⁽²⁾		2024 Annualized Target Total Compensation

Brian X. Tierney	0%	$	1,500,000	150%	$	2,250,000	683%	$	10,245,000	$	13,995,000

K. Jon Taylor	0%	$	875,000	90%	$	787,500	325%	$	2,843,750	$	4,506,250

A. Wade Smith	0%	$	760,000	80%	$	608,000	250%	$	1,900,000	$	3,268,000

Hyun Park	0%	$	730,000	75%	$	547,500	225%	$	1,642,500	$	2,920,000

Toby L. Thomas	0%	$	600,000	70%	$	420,000	215%	$	1,290,000	$	2,310,000

Christine L. Walker ⁽³⁾	3.6%	$	512,820	65%	$	333,333	150%	$	769,230	$	1,615,383