Melvin Williams
Director at FE
Board
About Melvin D. Williams
Independent Director, age 61; director since 2021. Retired President of Nicor Gas and Senior Vice President of Southern Company Gas (2015–2020), with 32 years of utility experience spanning sales, marketing, regulatory and operations. Bachelor of Science, Savannah State University. Current Board service includes chairing FirstEnergy’s Operations and Safety Oversight Committee and membership on the Governance, Corporate Responsibility and Political Oversight Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nicor Gas (Southern Company Gas) | President | Retired 2020 | Led gas utility operations; senior leadership accountability |
| Southern Company Gas | Senior Vice President | 2015–2020 | Enterprise oversight across utility businesses |
| Nicor Gas | SVP, Planning & Business Services | Not disclosed | Strategic and planning leadership |
| Atlanta Gas Light Company | Vice President & General Manager | Not disclosed | Operational leadership in regulated utility |
| Florida City Gas Company | Vice President & General Manager | Not disclosed | Operational leadership in regulated utility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Williams |
Board Governance
- Independence: Affirmatively determined independent in March 2025 under NYSE, SEC and company policies; related person transactions review found none .
- Committee assignments:
- Operations and Safety Oversight Committee – Chair; 8 meetings in FY 2024; joint oversight with Audit for operational cybersecurity .
- Governance, Corporate Responsibility & Political Oversight Committee – Member; 6 meetings in FY 2024; oversees nominations, governance policies, corporate responsibility, and Political & Lobbying Action Plan .
- Attendance: Board held 10 meetings in 2024; overall director attendance ~94%; all directors met the 75% attendance threshold and attended the 2024 Annual Meeting; executive sessions of independent directors held at each regular meeting .
- Engagement signal: 2025 re-election vote support was strong (For 474,058,445; Against 8,987,154; Abstain 1,575,190; broker non-votes 37,214,173) .
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non-employee director cash retainer |
| Committee chair fee (Ops & Safety) | $15,000 | Additional cash retainer for chair role |
| Lead Independent Director fee | — | Not applicable to Williams (applies to LID) |
| Non-Exec Chair fee | — | Not applicable (role ended for Somerhalder in 2024) |
| Total cash paid (Williams) | $172,038 | Sum of cash earnings reported for 2024 |
| 2025 cash retainer rate | $120,000 | Effective Jan 1, 2025 |
Performance Compensation
| Component | 2024 Amount | Grant Mechanics | Grant Dates / Fair Value Details |
|---|---|---|---|
| Annual equity retainer (shares) | $159,908 | Paid in common stock in quarterly installments; under 2020 Incentive Plan; no options used | $38.33 (Apr 1, 2024); $38.48 (Jul 1, 2024); $44.41 (Oct 1, 2024); $39.99 (Jan 2, 2025) |
| Options/PSUs | None disclosed | No option awards outstanding; director equity is retainer shares; no performance metrics tied to director equity |
No director meeting fees and no tax gross-ups for director equity grants; directors may defer cash retainers via DDCP, but no Williams-specific deferrals disclosed .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlocks |
|---|---|---|---|
| — | — | — | None disclosed; Board independence review found no material relationships requiring related-party disclosure |
Expertise & Qualifications
- Deep utility operations and regulatory experience (gas distribution operations, planning, business services) .
- Safety and reliability oversight competency aligned with Ops & Safety chair role .
- Corporate governance participation through Governance Committee overseeing nominations, governance policies, and political engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Melvin D. Williams | 2,783 | <1% | Beneficial ownership as of Mar 17, 2025; directors’ group each below 1%; deferred stock units are not counted as beneficially owned |
| Director ownership guideline | 6x cash retainer | $720,000 in stock (5-year window) | All directors have attained or are expected to attain within allotted time; initial minimum 100 shares within 90 days |
| Anti-hedging/pledging policy | Adopted | Prohibits hedging/pledging | Company-wide policy for directors and executives |
Governance Assessment
- Strengths:
- Independence affirmed; no related-party exposures disclosed .
- Chairs safety-critical committee; active oversight of operational reliability, environmental strategy, and cybersecurity—key risk areas for a regulated utility .
- Strong shareholder support for re-election (low “Against” votes) indicates investor confidence in board composition and oversight .
- Director compensation structure balanced between cash and equity with clear guidelines; no options, repricings, or tax gross-ups; aligns interests via equity retainer .
- Watch items:
- Personal beneficial ownership is modest (2,783 shares) vs. guideline requirement; policy states directors are on track to meet guidelines within five years—monitor compliance timeline for alignment .
- Given prior executive roles within Southern Company Gas affiliates, continue monitoring independence determinations annually—Board’s 2025 review found no material relationships .
- Red flags:
- None disclosed for Williams regarding related-party transactions, pledging, hedging, legal proceedings, or option repricing .
Say-on-Pay & Shareholder Feedback (Context for governance quality)
- 2024 Say-on-Pay passed with over 95% support, reflecting strong alignment of pay practices with shareholder expectations .
- 2025 Say-on-Pay approved (For 458,419,146; Against 24,283,644; Abstain 1,917,985; broker non-votes 37,214,187), sustaining support for compensation governance .
Compensation Committee Analysis (Board-level context)
- Compensation Committee composed solely of independent directors; supported by independent consultant (Farient); annual goal-rigor assessments and benchmarking across utility and general industry peers .
- Director share ownership guidelines reviewed annually; DDCP available for deferral; interest rates aligned with EDCP; no director pension values; above-market earnings treated per SEC rules .
Board Governance Detail
| Committee | 2024 Meetings | Williams’ Role | Oversight Scope |
|---|---|---|---|
| Operations & Safety Oversight | 8 (incl. 2 joint with Audit) | Chair | Safety, reliability, environmental strategy, climate, sustainability, operational cybersecurity risks/audits |
| Governance, Corporate Responsibility & Political Oversight | 6 | Member | Nominations, governance policies, corporate responsibility, oversight of Political & Lobbying Action Plan |
Independent directors hold executive sessions without management at each regular Board meeting; Lead Independent Director presides .