Jana Croom
Director at FE
Board
About Jana T. Croom
Jana T. Croom, age 48, has served as an independent director of FirstEnergy since 2022. She is Chief Financial Officer of Kimball Electronics, Inc. (since July 2021) and previously held finance, operations planning, FP&A, and regulatory roles at NiSource Inc., with earlier investor relations, corporate finance, and treasury roles at American Electric Power Co., Inc. She holds a BA from The College of Wooster and an MBA from The Ohio State University Fisher College of Business. The Board identifies her as financially literate and an Audit Committee Financial Expert, with broad leadership, accounting, audit, FP&A, investor relations, tax, treasury, and governance oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NiSource Inc. | VP Financial Planning & Analysis; Director Operations Planning; plus regulatory, operations, finance roles | Aug 2019–Jan 2021; Mar 2017–Aug 2019; various prior roles | Utility finance and operations exposure enhances board oversight |
| American Electric Power Co., Inc. | Investor Relations, Corporate Finance, Treasury (employee) | Prior to NiSource (dates not specified) | Capital markets, finance discipline relevant to Audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kimball Electronics, Inc. | Chief Financial Officer | Jul 2021–present | Public company officer; role underscores financial expertise |
Board Governance
- Independence: The Board’s March 2025 review affirmed Jana T. Croom is independent under FE Corporate Governance Policies, SEC rules, and NYSE listing standards; related-person transactions were reviewed and none required disclosure .
- Board/Committee Attendance: The Board met 10 times in 2024; overall director attendance ~94%, and all directors attended more than 75% of Board and applicable committee meetings; all directors at the time attended the 2024 Annual Meeting. Non-management directors held executive sessions at each regularly scheduled 2024 meeting, led by the Lead Independent Director .
- Committee Assignments: Audit Committee member (9 meetings in FY2024; identified by the Board as an Audit Committee Financial Expert); Governance, Corporate Responsibility and Political Oversight Committee member (6 meetings in FY2024) .
- Audit Committee actions: Recommended inclusion of audited financial statements in FE’s 2024 Form 10-K; Audit Committee members included Leslie M. Turner (Chair), Heidi L. Boyd, Jana T. Croom, James F. O’Neil III .
Fixed Compensation
| Year | Cash Retainer ($) | Chair/Misc. Cash ($) | Notes |
|---|---|---|---|
| 2024 | 115,000 | — | Standard non-employee director annual cash retainer |
| 2025 (rate) | 120,000 | — | Effective Jan 1, 2025 cash retainer increase |
- Fee structure: Non-employee directors receive annual cash retainer and an annual equity retainer; audit chair +$25,000 cash (2024), other committee chairs +$15,000 in certain years; Lead Independent Director +$35,000; Non-Executive Chair fee ended when Chair role moved to CEO in 2025 .
- Meeting fees: Not disclosed (comp structure emphasizes annual retainers) .
Performance Compensation
| Year | Equity Retainer ($) | Equity Vehicle | Grant Cadence | Grant-Date Fair Values ($/share) |
|---|---|---|---|---|
| 2024 | 159,908 | Shares of common stock under 2020 Incentive Plan | Quarterly | Apr 1: 38.33; Jul 1: 38.48; Oct 1: 44.41; Jan 2, 2025: 39.99 |
| 2025 (rate) | 170,000 | Shares of common stock | Quarterly | Not disclosed |
- No option awards outstanding for non-employee directors as of Dec 31, 2024 .
- Tax treatment: FE does not gross up director equity grants for taxes .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Croom |
| Other roles at public companies | CFO of Kimball Electronics, Inc. |
| Interlocks or related-party transactions | Board determined that relationships (including where a director is an executive officer of another company) were immaterial and not related person transactions; any transactions were < the greater of $1 million or 2% of the affiliated company’s revenues over each of the last three fiscal years . |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Financial expertise | Audit Committee Financial Expert designation |
| Utility industry experience | Roles across electric and natural gas businesses at NiSource; AEP experience |
| Governance oversight | Governance committee membership; broad oversight skills cited in biography |
| Education | BA, The College of Wooster; MBA, OSU Fisher College of Business |
Equity Ownership
| Holder | Class | Shares Beneficially Owned | % of Class | Deferred Stock Units (DDCP) |
|---|---|---|---|---|
| Jana T. Croom | Common | 2,673 | <1% (SEC Rule 13d-3 table notes) | 8,708 |
- Director Stock Ownership Guidelines: Minimum 100 shares within 90 days of election; within 5 years, ownership valued at ≥6x annual cash retainer (currently $720,000 in common stock). Company states each director has either attained or is expected to attain within allotted time .
- Deferred Compensation Plan (DDCP): Directors may defer up to 100% of cash retainer into cash or stock accounts; cash-account interest rates: 4.02% on deferrals beginning in 2013 and 6.02% on deferrals prior to 2013; stock accounts accrue dividend equivalent units quarterly; payments for units accrued after Jan 21, 2014 are in cash .
Governance Assessment
- Board effectiveness: Croom’s dual committee service (Audit; Governance) and Audit Financial Expert status strengthen financial reporting and governance oversight. Audit Committee responsibilities include internal controls, auditor oversight, ERM, ethics & compliance, and cybersecurity risk in partnership with Operations and Safety Oversight, aligning with investor expectations for robust risk governance .
- Independence and conflicts: The Board’s 2025 independence review affirmed Croom’s independence; review covered commercial/charitable relationships and concluded no related person transactions requiring disclosure, including where directors are executive officers of other companies. This reduces conflict-of-interest risk and supports confidence in oversight .
- Attendance/engagement: Strong board-level engagement in 2024 (94% overall attendance; >75% for all directors), executive sessions at every regular meeting, and director orientation/continuing education indicate active governance practices. While individual attendance rates are not disclosed, these indicators support engagement quality .
- Compensation alignment for directors: Mix of cash and equity with quarterly grants and no option awards outstanding; increased retainers in 2025 reflect market competitiveness while maintaining ownership alignment via stringent stock ownership guidelines; no tax gross-ups for equity grants .
- RED FLAGS: None disclosed specific to Croom. The proxy indicates no related-person transactions requiring disclosure and confirms independence. No pledging/hedging disclosures for directors; no director-specific controversies noted in the proxy .
Director Compensation (2024 detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Change in Pension Value & NQDC Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Jana T. Croom | 115,000 | 159,908 | — | — | 274,908 |
Notes: Stock awards are equity retainers under the 2020 Incentive Plan; grant date fair values per share were $38.33 (Apr 1, 2024), $38.48 (Jul 1, 2024), $44.41 (Oct 1, 2024), and $39.99 (Jan 2, 2025) . Equity and cash retainers are paid quarterly; 2025 rates increased to $120,000 cash and $170,000 equity .
Committees (FY2024 meeting counts and membership)
| Committee | Meetings (FY2024) | Membership |
|---|---|---|
| Audit | 9 (incl. 2 combined with Operations and Safety Oversight) | Leslie M. Turner (Chair); Heidi L. Boyd; Jana T. Croom; James F. O’Neil III; Croom designated an Audit Committee Financial Expert |
| Governance, Corporate Responsibility & Political Oversight | 6 | Paul Kaleta (Chair); Heidi L. Boyd; Jana T. Croom; Melvin D. Williams |
| Compensation | 5 | James F. O’Neil III (Chair); Heidi L. Boyd; Steven J. Demetriou; Paul Kaleta; Lisa Winston Hicks |
| Finance | 6 | Steven J. Demetriou (Chair); Lisa Winston Hicks; John W. Somerhalder II; Leslie M. Turner |
Related Policies and Signals
- Director ownership and deferral: Stringent 6x cash retainer ownership requirement and robust DDCP mechanics signal alignment with shareholders .
- Time commitments policy: FE restricts total public board seats; for executives at other public companies, limit is two (including FE), supporting manageable commitments. Governance Committee assesses changes in director responsibilities and public boards to ensure effectiveness .
- Voting standards: Majority voting in uncontested elections with mandated tender resignation if “Against” votes exceed “For,” strengthening accountability. Board recommends “For” all nominees in 2025 .
Summary Implications for Investors
- Croom’s finance-heavy background and Audit Financial Expert designation, coupled with service on Audit and Governance committees, strengthen FE’s internal control, reporting quality, and governance oversight—positive for investor confidence .
- Independence and lack of related-person transactions reduce conflict risk; quarterly equity grants and strict ownership guidelines further align incentives without option risk; no tax gross-ups for director equity—favorable governance signals .
- Engagement indicators (attendance, executive sessions, continuing education) support board effectiveness; no director-specific red flags for Croom disclosed in the proxy .