Brian Tierney
About Brian Tierney
Brian X. Tierney is Board Chair, President and CEO of FirstEnergy Corp., age 57, serving as CEO since June 2023 and elected Board Chair effective January 1, 2025. He holds a BA from Boston College and an MBA from the University of Chicago; earlier he led Portfolio Operations & Asset Management at Blackstone Infrastructure Partners and spent 23 years at American Electric Power (AEP), including 11+ years as CFO. Under his leadership, FE completed a $7B balance sheet improvement, expanded the Energize365 plan to $28B through 2029, regained investment-grade status at all three agencies, achieved constructive rate outcomes (~$450M annual revenue increase), and delivered positive absolute TSR over the 2022–2024 LTIP cycle (LTIP paid 77% of target). 2024 dividends totaled $1.70/share (+6% YoY).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FirstEnergy Corp. | President & CEO; Board Chair | CEO since Jun 2023; Chair since Jan 1, 2025 | Led operating model redesign, capital plan (Energize365), rate case wins, investment-grade restoration. |
| Blackstone Infrastructure Partners | Global Head, Portfolio Operations & Asset Management | Pre-FE | Oversaw portfolio operations and asset management across infrastructure investments. |
| American Electric Power (AEP) | CFO; EVP Strategy; other leadership | 23 years; CFO >11 years | Capital allocation, investor relations, planning/strategy, risk management—core utility finance/operator credentials. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Peace Corps | Volunteer (Philippines) | Prior to utility career | Public service; cross-cultural and operating resilience. |
| Public Company Boards | FirstEnergy Corp. (current) | Director since 2023 | Board Chair, President & CEO (non-independent). |
Fixed Compensation
| Year | Base Salary ($) | Target STIP (% of Salary) | Target STIP ($) | Actual STIP Paid ($) |
|---|---|---|---|---|
| 2024 | 1,500,000 | 150% | 2,250,000 | 0 (earnings gate not met) |
| 2025 (target) | 1,500,000 | 150% | 2,250,000 | N/A (future) |
Notes:
- CEO target LTIP opportunity for 2024 was 683% of base salary (target value $10,245,000). Approximately 89% of CEO’s total target pay was variable.
Performance Compensation
2024 STIP Design and Results
| Metric | Weighting | Target (or Goal Range) | Actual | Payout Result |
|---|---|---|---|---|
| Operating Earnings (non-GAAP) | 35% | Threshold $1,518m; Target $1,558m; Stretch $1,615m | $1,514m | Below threshold → no funding |
| Baseline O&M | 25% | Threshold $1,410m; Target $1,350m; Stretch $1,290m | $1,287m | Meets stretch |
| Operations Index (SAIDI, TOF, ECR, Env. Excursions/NOVs, Reg Gen EFOR) | 15% | Threshold 2.50; Target 5.00; Stretch 7.50 | 3.43 | Between threshold and target |
| Safety – Systemwide LCEs | 7.5% | Payout 200% for zero LCE; 0% if ≥1 LCE | 1 | Below threshold (0%) |
| Safety – DART Rate | 7.5% | Threshold 0.67; Target 0.35; Stretch 0.22 | 0.78 | Below threshold |
| Human Capital & Inclusion Index | 10% | Threshold 1.00; Target 2.00; Stretch 3.00 | 2.78 | Between target and stretch |
- Due to Operating Earnings falling below threshold, the STIP pool was not funded; all NEOs, including Tierney, received 0% payout for 2024.
LTIP Structure (2024–2026 Cycle)
| KPI | Weighting | Goal Range | Payout Mechanics | Vesting |
|---|---|---|---|---|
| Cumulative Operating EPS | 65% | Threshold $8.16; Target $8.73; Stretch $9.03 | 25%–200% of target; straight-line; capped at 100% if absolute TSR is negative | RSUs vest Mar 1, 2027, subject to certified performance |
| Relative TSR vs. S&P 500 Utility Index | 35% | 25th percentile (threshold); 50th (target); 85th (stretch) | 25%–200%; cap at 100% if absolute TSR negative | RSUs vest Mar 1, 2027, subject to certified performance |
LTIP Outcomes (2012–2024 Cycle Paying in 2025)
| KPI | Goal Range | Actual | Payout |
|---|---|---|---|
| Cumulative Operating EPS (65%) | $7.11 / $7.72 / $8.06 (T/Ta/S) | $7.60 | Between threshold and target |
| Relative TSR vs. S&P 500 Utility (35%) | 25th / 50th / 85th percentile (T/Ta/S) | 37th percentile | Between threshold and target |
| Total Cycle Payout | — | — | 77% of target; shares/cash delivered Mar 2025 (Tierney 133,587 shares) |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Holder | Shares Beneficially Owned | % of Class | Executive Ownership Guideline | Compliance Status |
|---|---|---|---|---|
| Brian X. Tierney | 279,626 | <1% | 7x base salary | Not yet met; deadline June 1, 2028 |
- Anti-hedging and anti-pledging policies in place; robust clawbacks (financial restatement and reputational harm/detrimental activity).
Outstanding Equity Awards (as of Dec 31, 2024; closing price $39.78)
| Award Type | Units | Market Value ($) | Notes |
|---|---|---|---|
| Restricted Stock | 107,653 | 4,282,425 | Granted Jun 1, 2023; vests ratably over 4 years; 25% vested Jun 1, 2024 |
| 2022 Perf-Adjusted RSUs (Stock) | 132,123 | 5,255,853 | Deemed earned; paid Mar 2025 |
| 2023 Perf-Adjusted RSUs (Stock) | 180,021 | 7,161,235 | Vests Mar 1, 2026, subject to performance |
| 2024 Perf-Adjusted RSUs (Stock) | 194,185 | 7,724,679 | Vests Mar 1, 2027, subject to performance |
| 2023 Perf-Adjusted RSUs (Cash) | 89,616 | 3,564,924 | Cash-settled component (legacy design) |
| 2024 Perf-Adjusted RSUs (Cash) | 96,667 | 3,845,413 | Cash-settled component (legacy design) |
- FE does not currently use stock options; no repricing of underwater options without shareholder approval.
Employment Terms
Role, Tenure, and Agreements
- CEO since June 2023; Board Chair effective Jan 1, 2025. No employment agreement; anti-hedging/anti-pledging; two clawback policies; personal aircraft use allowed on a limited basis; new perquisites (Executive Physical, Executive Wealth Services) approved for 2025.
Severance and CIC Economics
| Provision | Terms | Quantified Amounts (as of Dec 31, 2024) |
|---|---|---|
| CIC Severance Cash | Double-trigger; 2x base salary + target STIP; no excise tax gross-ups; 2-year health benefits; outplacement up to $30k | $7,500,000 for Tierney |
| Equity Acceleration (CIC termination without cause) | RSUs prorated at target; unvested restricted stock fully vests at target | LTIP/other awards estimated at $20,497,740; death/disability same equity value |
| Involuntary Separation (no CIC) | Prorated RSUs; restricted stock prorated at target; adjusted for actual performance | Equity value ~$20,497,740; using 77% actual performance: $17,181,118 |
Board Governance and Dual Roles
- Board leadership combines CEO + Chair; Lead Independent Director (Lisa Winston Hicks) empowered with broad responsibilities, including presiding over executive sessions, agenda input, shareholder engagement, and succession planning. All three primary committees (Audit, Compensation, Governance) are fully independent. Board independence affirmed annually; Tierney is not independent. 2024 board meeting attendance ~94%.
Performance Compensation (metric-level detail)
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STIP 2024 | Operating Earnings | 35% | $1,558m | $1,514m | 0% (gate failed) | Cash; none paid |
| STIP 2024 | Baseline O&M | 25% | $1,350m | $1,287m | Stretch achieved | — |
| STIP 2024 | Ops Index | 15% | 5.00 | 3.43 | Between threshold/target | — |
| STIP 2024 | Safety – LCE | 7.5% | 0 events (200% payout) | 1 | 0% | — |
| STIP 2024 | Safety – DART | 7.5% | 0.35 | 0.78 | Below threshold | — |
| STIP 2024 | HC&I Index | 10% | 2.00 | 2.78 | Between target/stretch | — |
| LTIP 2024–2026 | Cum. Operating EPS | 65% | $8.73 | Ongoing | 25%–200%; cap if TSR negative | Mar 1, 2027 |
| LTIP 2024–2026 | Relative TSR | 35% | 50th percentile | Ongoing | 25%–200%; cap if TSR negative | Mar 1, 2027 |
Say-on-Pay, Peer Benchmarking, and Committee Practices
- 2024 Say-on-Pay approval >95% (consistent with 94% in 2023).
- Compensation Committee engaged Farient Advisors (independent) for benchmarking and goal rigor; FE uses a blended median across a 21-company utility peer group and 33-company general industry group; CEO target and mix positioned at/near market medians.
- 2025 program changes: STIP simplifies with Core EPS as sole financial KPI, removes earnings gate; LTIP moves to 60% performance RSUs + 40% time-based RSUs, all stock-settled, retaining 65% Core EPS / 35% Relative TSR weighting and absolute TSR cap.
Equity Ownership & Alignment (risk indicators)
- No executive hedging or pledging permitted; robust ownership guidelines; clawbacks in place.
- Beneficial ownership <1% of shares outstanding; substantial unvested equity increases alignment but creates scheduled share delivery events (Mar 1, 2026 and Mar 1, 2027 for 2023/2024 cycles).
Investment Implications
- Pay-for-performance discipline: 2024 STIP paid 0% due to earnings gate failure despite strong O&M and HC&I metrics—reduces near-term selling pressure from bonus cash and signals Committee rigor.
- Alignment and retention: Large outstanding RSUs (2023/2024 cycles) and a 7x salary ownership guideline with deadlines (2028) suggest continued equity accumulation; 2025 LTIP adds time-based RSUs to strengthen holding power.
- Governance: Dual CEO/Chair structure is mitigated by a strong Lead Independent Director framework and fully independent key committees; independence of the Compensation Committee and high Say-on-Pay support (>95%) lower governance overhang risk.
- Change-of-control costs and acceleration: CIC cash severance of $7.5M and equity acceleration (~$20.5M estimate) quantify potential transaction costs; no excise tax gross-ups.
- Strategic execution under Tierney: Investment-grade restoration, Energize365 expansion ($28B through 2029), and constructive rate cases (~$450M annual revenue increase) support multi-year rate base and Core EPS trajectories central to incentive metrics.