James O’Neil III
Director at FE
Board
About James F. O’Neil III
James F. O’Neil III (age 66) has served on FirstEnergy’s Board since 2017 and is an independent director designated an Audit Committee Financial Expert; he holds a B.S. in civil engineering from Tulane University and brings CEO-level operating experience in utility and infrastructure services . He currently chairs FirstEnergy’s Compensation Committee and sits on the Audit and Operations & Safety Oversight Committees, providing oversight of pay-for-performance, financial reporting, and operational risk . Board-level independence was reaffirmed in March 2025; all directors other than the CEO and a former executive vice chair are independent, with O’Neil specifically determined independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orbital Infrastructure Group, Inc. | Chief Executive Officer and Vice Chairman | 2019–2023 | Led specialty contracting across electric power, telecom, renewables |
| Quanta Services, Inc. | President, Chief Executive Officer, Director | 2011–2016 | Oversight of specialty contracting in electric power and oil & gas; broad operating and audit integration experience |
| Hennessy Capital Acquisition Corp IV | Director | 2019–2020 | Public SPAC board experience |
| NRC Group Holdings | Director | 2017–2019 | Public company environmental services oversight |
| Spark Power Group Inc. | Director | 2018–2019 | Public company distributed energy services oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CenTrio Energy | Chairman of the Board | Since July 2024 | District energy platform leadership; deep infrastructure governance |
The Board’s proxy summary notes O’Neil has “Other public boards 1” in aggregate board skills snapshot; specific current public board beyond prior roles is not enumerated in the biography .
Board Governance
- Committee assignments: Compensation Committee (Chair), Audit Committee (member, designated financial expert), Operations & Safety Oversight Committee (member) .
- Committee meeting cadence 2024: Compensation (5), Audit (9, including 2 joint with Operations & Safety), Operations & Safety (8, including 2 joint with Audit) .
- Independence and attendance: Board determined O’Neil is independent; overall director attendance was ~94% in 2024, and all directors attended >75% of Board and applicable committee meetings; Board held 10 meetings in 2024 .
- Audit oversight: Audit Committee met with internal and external auditors with/without management and recommended inclusion of audited financials in the 2024 Form 10-K; O’Neil is listed among Audit Committee members .
- Shareholder engagement and Say‑on‑Pay: 2024 Say‑on‑Pay received >95% support; program design changes emphasize safety and continuous improvement while maintaining pay‑for‑performance alignment .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $115,000 | Standard non‑employee director cash retainer |
| Committee Chair Fee (Compensation) | $20,000 | Chair premium for Compensation Committee |
| Fees Earned or Paid in Cash (O’Neil) | $135,000 | Cash total reflecting retainer + chair fee |
| Equity Retainer (O’Neil) | $159,908 | Quarterly common stock grants; grant-date fair values: $38.33 (4/1/24), $38.48 (7/1/24), $44.41 (10/1/24), $39.99 (1/2/25) |
| Total Director Compensation (O’Neil) | $294,908 | Fees + equity; no options outstanding |
| Component (Rates Effective 1/1/2025) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Increased effective 2025 |
| Annual Equity Retainer | $170,000 | Increased effective 2025 |
Performance Compensation (Compensation Committee Oversight)
- Director pay is retainer-based (cash + equity) without director-specific performance awards; as Compensation Committee Chair, O’Neil oversees NEO incentive design and outcomes .
| 2024 STIP Metrics (All NEOs) | Threshold | Target | Stretch | Actual 2024 | Payout Result |
|---|---|---|---|---|---|
| Operating (non‑GAAP) Earnings ($MM) | $1,518 | $1,558 | $1,615 | $1,514 | Below Threshold; STIP pool not funded; 0% payout |
| Baseline O&M ($MM) | $1,410 | $1,350 | $1,290 | $1,287 | Meets Stretch |
| Operations Index | 2.50 | 5.00 | 7.50 | 3.43 | Between Threshold and Target |
| Systemwide DART Rate | 0.67 | 0.35 | 0.22 | 0.78 | Below Threshold |
| Systemwide LCEs | n/a | n/a | 0 | 1 | Below Threshold |
| Human Capital & Inclusion Index | 1.00 | 2.00 | 3.00 | 2.78 | Between Target and Stretch |
| 2024–2026 LTIP Metrics | Weight | Threshold | Target | Stretch | Notes |
|---|---|---|---|---|---|
| Cumulative Operating EPS | 65% | $8.16 | $8.73 | $9.03 | Three‑year cumulative, payout 0–200% |
| Relative TSR vs S&P 500 Utility Index | 35% | 25th pct | 50th pct | 85th pct | Cap at 100% if absolute TSR negative |
| 2022–2024 LTIP Outcome | Actual Result | KPI Performance | Payout Result |
|---|---|---|---|
| Cumulative Operating EPS | $7.60 | Between Threshold and Target (85%) | |
| Relative TSR | 37th percentile | Between Threshold and Target (61%) | |
| Cycle Payout | — | — | 77% of target; absolute TSR cap did not apply |
Other Directorships & Interlocks
- Current external board: CenTrio Energy (Chairman of the Board since July 2024) .
- Prior public boards: Hennessy Capital Acquisition Corp IV (2019–2020), NRC Group Holdings (2017–2019), Spark Power Group Inc. (2018–2019) .
- Interlocks: No Compensation Committee interlocks or insider participation relationships in 2024 for any committee member, including O’Neil .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; financially literate with audit and operations integration background .
- CEO/COO-level leadership in specialty contracting for electric power, telecom, renewables; engineering background (B.S., Tulane) .
- Experience in sustainability and environmental matters relevant to utility operations oversight .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 5,682 | As of March 17, 2025; <1% of class (“*”) |
| Director Deferred Stock Units (DDCP, payable in stock) | 43,252 | Counts toward director ownership guidelines; not “beneficially owned” under Rule 13d‑3 |
| Ownership Guidelines | 6x annual cash retainer (currently $720,000 in common stock) | Each director has met or is expected to meet within allotted time |
| Anti‑Hedging/Pledging | Prohibited for directors; includes short sales, options, swaps, collars, exchange funds | Covered under Insider Trading Practice |
Governance Assessment
- Positive signals: Independent status; Audit Committee Financial Expert designation; chairing Compensation Committee with demonstrable rigor—2024 STIP paid 0% when earnings gate was not achieved; LTIP paid 77% for 2022–2024 cycle, reflecting balanced outcomes .
- Alignment: Director equity retainer and substantial DDCP stock units support alignment; robust ownership guidelines and anti‑hedging/pledging policy enhance investor confidence .
- Engagement quality: High Say‑on‑Pay support (>95%) and active shareholder outreach underpin governance credibility under Compensation Committee leadership .
- Conflicts/related party exposure: Board’s 2025 independence review found relationships immaterial; no related person transactions requiring disclosure; no committee interlocks reported .
Overall, O’Neil’s committee leadership and financial expertise, combined with strict ownership and trading policies, indicate strong board effectiveness and pay governance discipline for FirstEnergy’s investors .