Heidi Boyd
Director at FE
Board
About Heidi L. Boyd
Heidi L. Boyd, age 40, is an independent director of FirstEnergy Corp. (FE) and Senior Managing Director at Blackstone Inc.; she joined the FE Board on February 16, 2024 and was reelected at the May 21, 2025 annual meeting to a one‑year term ending at the 2026 annual meeting . She serves on the Audit, Compensation, and Governance, Corporate Responsibility & Political Oversight Committees and is designated an Audit Committee Financial Expert by the Board . The Board’s March 2025 independence review affirmed Boyd’s independence under FE policies, SEC rules, and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone Inc. | Senior Managing Director | ~15 years investing in infrastructure | Oversight of asset- and people-intensive portfolio companies with a focus on safety programs |
| Macquarie Infrastructure & Real Assets | Investment professional | Prior to Blackstone | Transactions across utility, energy, waste, transportation sectors |
| Carrix Inc. (private ports operator) | Board Member; Audit Committee Chair | Since 2021 | Audit leadership and oversight |
| NIPSCO (NiSource subsidiary) | Director | Ended Feb 2024 | Board experience at regulated utility |
| Atlantic Power Transmission (Blackstone Infrastructure Partners) | Director | 2022–2023 | Offshore wind transmission focus |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Blackstone Inc. | Senior Managing Director, Blackstone Infrastructure Group | Private equity/infrastructure | Nomination rights for one FE director pursuant to Blackstone SPA |
| Carrix Inc. | Board Member; Audit Chair | Transportation/logistics (private) | Governance and audit oversight |
Board Governance
- Committees: Audit; Compensation; Governance, Corporate Responsibility & Political Oversight; Audit Committee Financial Expert designation (Board judgment) .
- Committee activity in 2024 (Board-level): Audit met 9× (two joint with Operations & Safety); Compensation met 5×; Governance met 6× .
- Independence: Affirmed as independent in March 2025; not related to any FE executive officers; no related person transactions attributed to Boyd herself under Item 404 review .
- Attendance: Board held 10 meetings in 2024; overall director attendance ~94%; all directors attended >75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors held executive sessions at each regularly scheduled Board meeting, presided by the Lead Independent Director .
- 2025 election outcome: Shareholders reelected Boyd and nine other directors; Say‑on‑Pay approved; lobbying report proposal failed .
Fixed Compensation
| Director | Annual Cash Retainer (2024) | Annual Equity Retainer (2024, stock) | Committee Chair/Lead Fees | Total 2024 Director Comp |
|---|---|---|---|---|
| Heidi L. Boyd | $0 | $0 | $0 | $0 |
| Fee policy (context) | $115,000 | ~$160,000 | Audit Chair +$25,000; Comp Chair +$20,000; Governance/Finance/Operations Chairs +$15,000; Lead Independent Director +$35,000 | Caps at $750,000 total per director |
Notes:
- Pursuant to arrangements with Blackstone, Boyd (and previously Blackstone’s prior nominee) did not receive FE director compensation and is exempt from share ownership guidelines .
- Effective Jan 1, 2025, cash and equity retainers increased to $120,000 and $170,000 respectively (not applicable to Boyd while Blackstone arrangement remains) .
Performance Compensation
| Compensation Element | Exists for FE Directors | Details |
|---|---|---|
| Performance-based equity or cash | No | FE director pay consists of fixed cash retainer and fixed equity retainer; Boyd receives neither under Blackstone arrangement . |
| Options | No | No option awards outstanding for directors as of Dec 31, 2024 . |
| Performance metrics | N/A | Directors are not subject to STIP/LTIP; metrics apply to executives only |
Other Directorships & Interlocks
| External Board | Current/Prior | Potential Interlock/Conflict |
|---|---|---|
| Carrix Inc. (private) | Current | No FE disclosed transactions with Carrix; Board independence review found no related person transactions for Boyd . |
| NIPSCO (NiSource subsidiary) | Prior (ended Feb 2024) | Utility sector experience; no FE related transactions disclosed . |
| Atlantic Power Transmission (Blackstone Infra) | Prior (2022–2023) | Blackstone affiliate role underscores sponsor ties; see Blackstone SPA nomination rights . |
| Blackstone SPA (nomination right) | In effect while Blackstone holds ≥75% of original FE shares | Grants right to nominate one FE director; requires resignation of nominee if threshold not met upon Board request . |
Expertise & Qualifications
- Education: BA in Science, Technology & Society, Stanford; MBA, Harvard Business School .
- Domain expertise: ~15 years as an infrastructure investor; regulated utilities board experience; safety program oversight; finance and governance acumen .
- Board credential: Audit Committee Financial Expert designation .
Equity Ownership
| Name | Shares Beneficially Owned (Mar 17, 2025) | % of Class | Notes |
|---|---|---|---|
| Heidi L. Boyd | — | * | Exempt from director share ownership guidelines under Blackstone arrangement; directors generally must own ≥100 shares in 90 days and 6× cash retainer within 5 years, but Boyd is not required to participate . |
- Anti‑hedging/pledging: FE maintains anti‑hedging and anti‑pledging policies for directors .
- Insiders/beneficial owners: Blackstone Inc. beneficially owned 5.1% of FE common shares as of Mar 17, 2025 .
Insider Trades
| Filing | Date | Summary |
|---|---|---|
| Form 3 (director appointment) | Feb 23, 2024 | Initial beneficial ownership statement for Boyd upon appointment; no subsequent Form 4 trades recorded in public trackers . |
Governance Assessment
-
Positive signals:
- Independent status affirmed; serves on three key committees including Audit (as a designated financial expert), indicating strong governance engagement .
- Board‑wide attendance robust (94% overall in 2024; all directors >75%), and executive sessions at each meeting support independent oversight .
- Shareholders reelected Boyd in 2025 and supported Say‑on‑Pay (>95% support reported for 2024 program context), indicating investor confidence in governance and pay practices .
-
Potential conflicts and risk indicators:
- Blackstone Nomination Agreement (SPA) grants sponsor influence over one Board seat and includes a resignation trigger if ownership falls below 75% of initial investment; while common in sponsor deals, it creates perceived alignment more to sponsor than minority shareholders (RED FLAG for independence optics) .
- Boyd receives no FE director compensation and is exempt from FE director stock ownership guidelines; combined with zero beneficially owned FE shares as of March 17, 2025, this reduces “skin‑in‑the‑game” alignment (RED FLAG) .
- FE’s legacy HB6 matters were resolved, and related special litigation committee dissolved in 2024, but continued oversight of political and lobbying activities remains sensitive; shareholder proposal for expanded lobbying report failed in 2025, reflecting ongoing attention to governance transparency .
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Overall investor takeaway:
- Boyd brings deep infrastructure and utility governance expertise and strengthens Audit competency, but sponsor nomination rights and lack of personal FE equity ownership warrant monitoring for potential conflicts and board independence perceptions. Continued disclosure and engagement mitigate some concerns, with formal independence affirmed by the Board .
Appendix: Director Compensation Policy and Ownership Guidelines (Context)
- Non‑employee director fees (2024): cash retainer $115,000; equity retainer ~$160,000; committee chair/lead adjustments; raised to $120,000 and $170,000 effective Jan 1, 2025; total director comp cap $750,000 .
- Ownership guidelines (general): ≥100 shares within 90 days; ≥6× annual cash retainer within 5 years; Boyd exempt under Blackstone arrangement .