Paul Kaleta
About Paul Kaleta
Independent director of FirstEnergy Corp. (FE); age 69; director since 2021. Former EVP, General Counsel, Chief Compliance Officer, Corporate Secretary at First Solar, Inc. (2014–2020); previously EVP, General Counsel, Chief Compliance Officer, Corporate Secretary at NV Energy, Inc. (2006–2013). Juris Doctor from Georgetown University Law Center; BA from Hamilton College. Expertise spans utility operations, energy transition, infrastructure, renewable energy, government affairs, and corporate governance/compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Solar, Inc. | EVP, General Counsel, Federal Affairs; Chief Compliance Officer; Corporate Secretary | 2014–2020 | Led legal, compliance, governance at global solar company |
| NV Energy, Inc. | EVP, General Counsel, Shared Services; Chief Compliance Officer; Corporate Secretary | 2006–2013 | Senior utility legal and compliance leadership |
| SERC Consulting LLC | Managing Director | 2020–Present | Energy policy and strategy advisory |
| FirstEnergy Special Litigation Committee | Chair (expanded role) | 2021–Aug 6, 2024 | Oversight of HB6-related derivative litigation; committee dissolved Aug 6, 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SERC Consulting LLC | Managing Director | 2020–Present | Private advisory firm; energy policy/strategy |
| Various energy advisory/industry boards | Member | Not disclosed | Advisory and adjunct professor roles (energy law/business ethics) |
No other current public company board service is disclosed for Mr. Kaleta in FE’s 2025 proxy (other nominees list “other public boards,” but none are listed for him) .
Board Governance
- Committee assignments: Chair, Governance, Corporate Responsibility and Political Oversight; Member, Compensation; Member, Operations and Safety Oversight
- Committee activity levels (FY2024 meetings): Governance (6); Compensation (5); Operations & Safety Oversight (8)
- Independence: Board affirmatively determined Kaleta is independent (March 2025) under FE Corporate Governance Policies, SEC and NYSE standards .
- Attendance: Board held 10 meetings in 2024; overall director attendance ~94%; all directors attended >75% of Board/committee meetings and attended the 2024 Annual Meeting .
- Lead Independent Director: Lisa Winston Hicks (not Kaleta) .
- Executive sessions: Independent directors met in executive session at each regularly scheduled 2024 Board meeting .
- Political and lobbying oversight: Governance Committee (chaired by Kaleta) oversees Political & Lobbying Action Plan and corporate responsibility practices .
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Cash fees (retainer + chair fees + special committee fees) | $181,046 |
| Equity retainer (shares of common stock) | $159,908 |
| Total | $340,954 |
- Standard fee structure: 2024 annual cash retainer $115,000; annual equity retainer ~$160,000 in common stock; chair retainers paid quarterly (Governance/Finance/Operations & Safety: +$15,000); Audit Chair: +$25,000; Compensation Chair: +$20,000 (historical) .
- Special Litigation Committee fees: Additional $3,750 per quarter for Kaleta as SLC Chair through dissolution on Aug 6, 2024; pro-rated in Q3 2024 .
- 2025 retainer increase: Cash $120,000; equity $170,000 (Board-wide) .
- No tax gross-ups; equity/cash retainers paid quarterly; equity under 2020 Incentive Plan .
Grant-date equity fair values and timing (Director program): $38.33 (Apr 1, 2024); $38.48 (Jul 1, 2024); $44.41 (Oct 1, 2024); $39.99 (Jan 2, 2025); share amounts rounded down to whole shares .
Performance Compensation (Director)
| Feature | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity retainer is time-based, not performance-conditioned |
| Hedging/pledging | Prohibited under FE policies (applies to directors) |
| Clawbacks | Executive clawbacks detailed (director program does not include performance-based metrics) |
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential interlocks |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company interlocks disclosed for Kaleta |
Governance Committee (chaired by Kaleta) administers FE’s Related Person Transactions Policy, including delegated authority to review/approve/ratify transactions between meetings per Item 404 of Reg S-K . 2024–early 2025 related person transactions disclosed involved State Street (5% beneficial owner) for plan services; Board/Committee reviewed and approved; not linked to Kaleta personally .
Expertise & Qualifications
- 30+ years senior legal/compliance leadership across regulated utilities and clean energy technology .
- Corporate governance, ethics/compliance, energy transition, infrastructure, and government affairs experience .
- Academic and advisory experience (adjunct professor in energy law/business ethics; industry boards) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 2,051 | As of March 17, 2025; percent of class does not exceed 1% |
| Director Deferred Stock Units (DDCP) | 12,863 units | Payable in stock; counted for ownership guidelines but not “beneficially owned” under Rule 13d-3 |
| Ownership guideline | 6x annual cash retainer (currently $720,000 in common stock) | Within 5 years of joining Board; each director has either attained or is expected to attain; reviewed annually |
| Anti-hedging/pledging | In place | Applies to directors |
| Pledged shares | None disclosed | No pledging permitted |
Governance Assessment
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Strengths:
- Independent director with deep governance and compliance background; chairs the Governance Committee overseeing nominations, corporate governance policies, corporate responsibility, and political/lobbying oversight—key areas for investor confidence .
- Active workload across Compensation and Operations & Safety Oversight committees; robust committee cadence (6/5/8 meetings), supporting engagement .
- Transparent director pay; meaningful equity retainer aligns interests; stringent stock ownership guidelines and anti-hedging/pledging policies reduce misalignment risk .
- Leadership role in Special Litigation Committee during resolution of HB6 legacy matters—a signal of board accountability; committee dissolved Aug 6, 2024 after resolution .
-
Potential watchouts / red flags to monitor:
- Special committee cash fees paid through 2024 could be perceived as unusual but were transparently disclosed and time-limited upon dissolution .
- As Governance Chair, delegated authority to approve related person transactions between meetings—appropriate controls are described, but investors should continue monitoring disclosures and committee oversight rigor .
- No specific per-director attendance statistics disclosed; overall Board attendance strong, but continued tracking of individual engagement remains prudent .
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Overall investor implication: Kaleta’s legal/compliance expertise, independence determination, and leadership of governance/political oversight indicate positive board effectiveness and risk oversight posture; equity alignment and ownership requirements support shareholder-centric behavior. Continued transparency on related party reviews and political activity oversight under his committee can further strengthen investor confidence .