John Somerhalder II
Director at FE
Board
About John W. Somerhalder II
John W. Somerhalder II (age 69) is a director of FirstEnergy Corp. and previously served as Interim President & CEO (Sep 2022–May 2023), Executive Vice Chair (Mar 2021–May 2022), Executive Chair (May 2022–May 2023), and Non‑Executive Board Chair (Jun 2023–Dec 31, 2024). He holds a B.S. in Chemical Engineering from the University of Arizona and has decades of energy leadership experience, including CEO and Chairman roles at AGL Resources and senior roles at El Paso Corporation . On Jan 1, 2025, Brian X. Tierney succeeded him as Board Chair; Somerhalder remains a director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FirstEnergy Corp. | Interim President & CEO | Sep 2022–May 2023 | Led transition period and executive leadership change |
| FirstEnergy Corp. | Executive Vice Chair | Mar 2021–May 2022 | Non‑independent director status due to prior employment |
| FirstEnergy Corp. | Executive Chair | May 2022–May 2023 | Board leadership prior to becoming Non‑Executive Chair |
| FirstEnergy Corp. | Non‑Executive Board Chair | Jun 2023–Dec 31, 2024 | Oversaw governance while Board resolved legacy HB6 matters |
| AGL Resources Inc. | President & CEO; Chairman | CEO 2006–2015; Chair 2007–2015 | Led publicly traded energy services holding company |
| El Paso Corporation / El Paso Pipeline Group | EVP; President of El Paso Pipeline Group | ~30 years at El Paso; roles culminating in EVP and pipeline president | Senior operating leadership in natural gas pipelines |
| Colonial Pipeline Company | Interim President & CEO | Feb–Oct 2017 | Crisis leadership at refined products pipeline |
| CenterPoint Energy, Inc. | Interim President & CEO; Director | Interim CEO Feb–Jul 2020; Director 2016–2020 | Utility leadership and board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KKR Infrastructure Conglomerate LLC | Director | Current | Public company investment vehicle |
| Enable Midstream Partners, LP | Director; Board Chairman | Feb–Jul 2020 | Midstream partnership oversight |
| Gulfport Energy Corp | Director | 2020–2021 | Upstream energy governance |
| SunCoke Energy Partners GP LLC | Director | 2017–2019 | Coke production MLP GP board |
| Crestwood Equity GP LLC | Director | 2013–2020 | Midstream GP board |
| CenterPoint Energy, Inc. | Director | 2016–2020 | Electric & natural gas utility governance |
Board Governance
- Independence: Not deemed independent due to prior employment as Executive Vice Chair (Mar 2021–May 2022) .
- Committee assignments: Finance Committee member; Operations & Safety Oversight Committee member .
- Committee meeting cadence (FY2024): Finance (6 meetings) ; Operations & Safety Oversight (8 meetings, incl. 2 joint with Audit) .
- Attendance and engagement: Board held 10 meetings in 2024 with ~94% overall attendance; all directors attended >75% of Board/committee meetings and attended the 2024 Annual Meeting .
- Board leadership transition: Tierney appointed Board Chair effective Jan 1, 2025; Somerhalder remains director; LID continues to preside executive sessions .
- Oversight outcomes: Board dissolved Special Litigation Committee in Aug 2024 and resolved Ohio HB6‑related proceedings with Ohio AG and SEC in 2024 .
Fixed Compensation
| Component (Director, FY2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 115,000 | Standard non‑employee director cash retainer |
| Non‑Executive Chair incremental cash | 150,000 | Additional for role as Non‑Executive Chair in 2024 |
| Fees earned or paid in cash (total) | 265,000 | Reported cash fees for Somerhalder |
| Annual equity retainer (typical) | ~160,000 | Paid in common stock, quarterly |
| Non‑Executive Chair incremental equity | 100,000 | Additional equity for Chair role in 2024 |
| Stock awards (aggregate grant date fair value) | 259,818 | Equity retainer paid quarterly (grant date fair values: $38.33 on 4/1/2024; $38.48 on 7/1/2024; $44.41 on 10/1/2024; $39.99 on 1/2/2025) |
| Total (cash + equity reported) | 524,818 | FY2024 director compensation total |
Notes:
- Effective Jan 1, 2025, standard director cash retainer increased to $120,000 and equity retainer to $170,000; Somerhalder no longer eligible for Chair fees after Tierney’s appointment .
Performance Compensation
Directors do not receive performance‑based incentive awards. Equity retainers are issued as quarterly stock grants under the 2020 Incentive Plan without performance metrics; no stock options were outstanding for directors as of Dec 31, 2024 .
| Metric Category | Applicability | Detail |
|---|---|---|
| Short‑Term Incentive (STIP) | Not applicable | Directors are compensated via retainers; STIP applies to NEOs, not directors |
| Long‑Term Incentive (LTIP) | Not applicable | Director equity retainer only; LTIP design pertains to NEOs |
| Options/TSR/Operating EPS link | Not applicable | No option awards or director performance awards in FY2024 |
Other Directorships & Interlocks
- Current public board: KKR Infrastructure Conglomerate LLC .
- Prior public boards: CenterPoint Energy (2016–2020); Gulfport Energy (2020–2021); Enable Midstream Partners LP (Chair, 2020); SunCoke Energy Partners GP LLC (2017–2019); Crestwood Equity GP LLC (2013–2020) .
- Independence review outcomes: Governance Committee determined that none of directors’ relationships constituted a related person transaction requiring disclosure; transactions where relevant were immaterial (<1% revenue thresholds) .
Expertise & Qualifications
- Technical/industry: Chemical engineering background; senior executive leadership across utilities, pipelines, and energy services .
- Board leadership: Multiple chair roles (AGL Resources; Enable Midstream Partners; FirstEnergy); extensive board process knowledge .
- Crisis/operations: Interim CEO appointments at Colonial Pipeline and CenterPoint Energy demonstrate hands‑on operational leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Note |
|---|---|---|---|
| John W. Somerhalder II | 155,641 | * | Beneficial ownership as of Mar 17, 2025; “*” denotes <1% |
Director stock ownership guidelines:
- Minimum 100 shares within 90 days of election; within five years, ownership equal to at least 6× annual cash retainer (currently $720,000 in common stock) .
- Company states each director has either attained or is expected to attain the guideline within allotted time .
- Anti‑hedging and anti‑pledging policies in place as corporate governance features .
Governance Assessment
- Strengths: Deep utility and energy leadership; served as Board Chair through significant governance remediation and resolution of HB6 matters; active membership on Finance and Operations & Safety Oversight Committees; robust stock ownership and anti‑hedging/pledging policies .
- Independence: Not independent due to prior executive role; mitigated by strong LID framework and independent composition of key committees .
- Attendance/engagement: Board‑level attendance strong in 2024 (~94% overall; >75% for all directors; all attended the 2024 Annual Meeting) supporting board effectiveness .
- Compensation alignment: Director pay mix balanced between cash and equity; incremental Chair fees appropriately ceased after leadership transition; no options or performance awards for directors; no tax gross‑ups disclosed for directors .
- Shareholder signals: Say‑on‑Pay received >95% support in 2024, reflecting confidence in compensation governance (company‑wide signal) .
- Conflicts/related party: No related person transactions disclosed for Somerhalder; Board independence review determined relevant relationships immaterial and below thresholds . Blackstone nomination rights noted separately and unrelated to Somerhalder .
Board Governance (Committee Detail)
| Committee | 2024 Meetings | Membership/Role |
|---|---|---|
| Finance | 6 | Member: John W. Somerhalder II |
| Operations & Safety Oversight | 8 (incl. 2 joint with Audit) | Member: John W. Somerhalder II |
Director Compensation (FY2024 Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John W. Somerhalder II | 265,000 | 259,818 | 524,818 |
Policy Highlights Relevant to Directors
- Share ownership guidelines and DDCP (deferral permitted; dividend equivalents accrue; interest rates mirror EDCP) .
- Anti‑hedging and anti‑pledging policies; majority voting with resignation policy in uncontested director elections .
- Independent compensation consultant for benchmarking and plan rigor; compensation committee independence affirmed .
RED FLAGS to monitor:
- Non‑independent status due to prior executive role (ongoing until cooling‑off criteria met) .
- External board at KKR Infrastructure Conglomerate LLC—monitor potential information flow/interlocks with infrastructure assets; Board’s independence and related party review found no material related person transaction, but continued vigilance is warranted .