8-KLeadership ChangesRegulation FDExhibits & Filings

FIRSTENERGY CORP 8-K Report, Executive Changes (Mar 27, 2023)

Filed March 27, 2023For Securities:FE

Summary

FirstEnergy Corp. (FE) announced a significant leadership change, appointing Brian X. Tierney as its new President and Chief Executive Officer, effective June 1, 2023. Mr. Tierney brings extensive experience from his tenure at Blackstone Inc. and American Electric Power (AEP), where he held senior roles including Executive Vice President and Chief Financial Officer. This appointment marks a strategic move by the company to leverage his deep industry knowledge and leadership capabilities to drive future growth and operational improvements. In conjunction with his appointment, Mr. Tierney will receive a comprehensive compensation package, including a base salary of $1,500,000, substantial short-term and long-term incentive opportunities, and significant stock awards designed to align his interests with shareholders. The package also includes a hiring bonus and a service-based restricted stock award, partially intended as a make-whole for forfeited compensation from his previous role. This transition also signals the end of John W. Somerhalder II's tenure as Interim CEO, though he will continue as Chairman of the Board.

Key Highlights

  • 1Brian X. Tierney appointed as President and Chief Executive Officer, effective June 1, 2023.
  • 2Mr. Tierney has a strong background in the energy sector, previously serving as EVP and CFO at American Electric Power (AEP) and most recently at Blackstone Inc.
  • 3Comprehensive compensation package for Mr. Tierney includes a $1.5 million base salary, significant performance-based incentives, and stock awards totaling over $15 million in target opportunity.
  • 4A substantial portion of Mr. Tierney's compensation is in performance-adjusted restricted stock units and service-based restricted stock, aligning executive interests with long-term shareholder value.
  • 5John W. Somerhalder II will conclude his role as Interim CEO on May 31, 2023, and will continue as Chairman of the Board.
  • 6The company expects to enter into a Director and Officer Indemnification Agreement with Mr. Tierney.

Frequently Asked Questions

Brian X. Tierney has been appointed as the new President and Chief Executive Officer of FirstEnergy Corp. His appointment is effective as of June 1, 2023.

Mr. Tierney has extensive experience in the energy industry. He previously spent 23 years with American Electric Power (AEP), where he served as Executive Vice President and Chief Financial Officer, among other roles. Most recently, he was a Senior Managing Director at Blackstone Inc., leading efforts to create and accelerate value within portfolio companies.

Mr. Tierney's compensation package includes an annual base salary of $1,500,000. He is also eligible for an annual short-term incentive target of 150% of base salary and long-term incentive awards starting in 2024 at 683% of base salary. The package also includes pro-rated awards of performance-adjusted restricted stock units for current and future performance periods, a $1.5 million hiring bonus, and a $5 million service-based restricted stock award that vests over four years. A significant portion of these awards are designed to compensate him for forfeited awards from his previous employer.

John W. Somerhalder II will conclude his role as Interim President and Chief Executive Officer on May 31, 2023. He will continue to serve as the Chairman of the Board of Directors.