Wade Smith
FIRSTENERGYAbout Wade Smith
A. Wade Smith is President, FirstEnergy Utilities, appointed effective December 18, 2023, with more than three decades of utility operating leadership across AEP, PG&E and Puget Sound Energy. He holds a BS in Mechanical Engineering (Texas Tech), an MBA (Abilene Christian), and completed the UVA Darden Executive Program; he was 59 at appointment and serves on the Texas Tech Whitacre College of Engineering Dean’s Council . His compensation is heavily at-risk via STIP and LTIP tied to Core EPS and Relative TSR; for 2024 the STIP paid 0% as Operating (non-GAAP) earnings fell below threshold, while the 2021 performance RSU cycle paid at 200% of target upon vest in March 2024, illustrating upside/downside alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FirstEnergy | President, FirstEnergy Utilities | 2023–present | Oversees state businesses (OH, PA, NJ, WV/MD) and standalone transmission; accountable for financial/operational performance and regulatory outcomes; also oversees Rates & Regulatory Affairs and External Affairs . |
| Puget Sound Energy | EVP & Chief Operating Officer | 2022–2023 | Led all gas and electric operations, safety/health and energy supply, serving ~1.2M electric and ~900k gas customers . |
| Pacific Gas & Electric | SVP, Electric Operations | 2021–2022 | Led T&D system operations/maintenance, generation, project management and construction for PG&E’s electric operations . |
| AEP Transmission | SVP, Grid Development | 2015–2021 | Responsible for planning, engineering, project/construction management, and real-time operations across AEP Transmission . |
| AEP Texas | President & COO | 2010–2015 | Led utility serving 1M+ customers across south/central/west Texas; drove operations and customer outcomes . |
| AEP/West Texas Utilities (early career) | Engineering and plant management roles | — | Progressed through generation, transmission engineering and project management leadership roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Texas Tech University Whitacre College of Engineering | Dean’s Council Member | — | External advisory/engagement role aligned with engineering education . |
Fixed Compensation
| Element | 2024 | 2025 | Notes |
|---|---|---|---|
| Annualized Base Salary | $760,000 | $760,000 | No 2024 increase from 2023 levels . |
| STIP Target (% of base) | 80% | 80% | Payout range 0–200% of target . |
| LTIP Target (% of base) | 250% | 250% | 2024 LTIP is 100% performance-based (2/3 stock, 1/3 cash) . |
| 2024 STIP Actual | $0 (0% of target) | — | Gate not met as Operating earnings below threshold . |
| 2024 “All Other Compensation” | $169,569 | — | Includes 401(k) $9,474; HSA $1,000; Charitable match $4,400; Excess liability $2,417; Life insurance $1,085; Personal aircraft $17,217; Relocation $133,976 . |
Performance Compensation
STIP (2024 KPIs and Results)
| Measure | Threshold | Target | Stretch | Actual | Result |
|---|---|---|---|---|---|
| Operating (non-GAAP) Earnings ($mm) | 1,518 | 1,558 | 1,615 | 1,514 | Below threshold; STIP pool not funded . |
| Baseline O&M ($mm, lower is better) | 1,410 | 1,350 | 1,290 | 1,287 | Meets stretch . |
| Operations Index | 2.50 | 5.00 | 7.50 | 3.43 | Between threshold/target . |
| Systemwide LCE (Safety) | n/a | n/a | 0 | 1 | Below threshold . |
| Systemwide DART Rate (Safety) | 0.67 | 0.35 | 0.22 | 0.78 | Below threshold . |
| HCM & Inclusion Index | 1.00 | 2.00 | 3.00 | 2.78 | Between target/stretch . |
STIP payout: 0% of target for all NEOs, including Smith, due to Operating earnings gate not met .
LTIP Design and Goals
| Cycle | Vehicles | Weighting | Performance Period | Metrics and Targets |
|---|---|---|---|---|
| 2024–2026 | Performance-adjusted RSUs (2/3 stock; 1/3 cash) | 65% Core Operating EPS; 35% Relative TSR | 3 years; cliff vest Mar 1 after period | Cumulative Operating EPS Threshold $8.16; Target $8.73; Stretch $9.03; Relative TSR vs S&P 500 Utilities 25th/50th/85th percentiles; 25%–200% payout; absolute TSR cap at 100% if negative . |
| 2025–2027 | 60% performance stock RSUs; 40% time-based RSUs (all stock-settled) | 65% Core EPS; 35% Relative TSR; 15% individual performance modifier possible | 3 years | Eliminates cash-settled LTIP; maintains negative TSR cap . |
2024 Grants of Plan-Based Awards (Smith)
| Grant | Grant date | Board action date | Units at Threshold | Units at Target | Units at Max | Grant-date fair value |
|---|---|---|---|---|---|---|
| 2024 Perf-Adj RSUs – Cash-Based | Mar 1, 2024 | Feb 7, 2024 | 4,344 | 17,375 | 34,750 | $627,861 |
| 2024 Perf-Adj RSUs – Stock-Based | Mar 1, 2024 | Feb 7, 2024 | 8,740 | 34,960 | 69,920 | $1,263,309 |
2021 performance RSUs vested at 200% on Mar 1, 2024; Smith realized $314,583 (stock-based) from that cycle; also $1,284,025 from time-based restricted stock vesting on Dec 18, 2024 .
Equity Ownership & Alignment
- Beneficial ownership: 98,075 FE shares as of March 17, 2025; <1% of class .
- Ownership guideline: 3× base salary; status: met as of Dec 31, 2024 .
- Anti-hedging/pledging: Hedging and pledging prohibited; directors/officers cannot pledge company securities or engage in short sales/options; 10b5-1 plans are allowed under policy controls .
Outstanding Unvested/Unearned Equity (12/31/2024)
| Award type | Units unvested (#) | Market value ($) | Notes |
|---|---|---|---|
| Restricted Stock | 65,009 | $2,586,055 | Time-based award granted Dec 18, 2023; vests in equal thirds over 3 years . |
| 2022 Perf-Adj RSUs – Stock (earned, unvested) | 17,190 | $683,818 | Earned based on performance; vests Mar 1, 2025, subject to certification . |
| 2023 Perf-Adj RSUs – Stock (unearned) | 26,842 | $1,067,775 | Performance period ends Dec 31, 2025; vest Mar 1, 2026 . |
| 2023 Perf-Adj RSUs – Cash (unearned) | 13,341 | $530,705 | Cash-settled; same cycle as above . |
| 2024 Perf-Adj RSUs – Stock (unearned) | 36,033 | $1,433,393 | Cycle 2024–2026; vest Mar 1, 2027 . |
| 2024 Perf-Adj RSUs – Cash (unearned) | 17,909 | $712,420 | Cash-settled; same cycle as above . |
Vesting Schedule
| Award | Vesting detail |
|---|---|
| 2022 Performance RSUs (stock/cash) | Cliff vest Mar 1, 2025, to extent earned . |
| 2023 Performance RSUs (stock/cash) | Cliff vest Mar 1, 2026, to extent earned . |
| 2024 Performance RSUs (stock/cash) | Cliff vest Mar 1, 2027, to extent earned . |
| Time-based Restricted Stock (granted Dec 18, 2023) | Vests in equal amounts over 3 years from grant; one-third vested Dec 18, 2024 . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed President, FirstEnergy Utilities effective Dec 18, 2023; annual base rate $760,000; STIP target 80% of base; LTIP target 250% of base . |
| Sign-on/Make-whole | $1,500,000 hiring bonus (repayable within 36 months under conditions); $3,458,333 time-based restricted stock (3-year pro rata vesting); pro-rated performance RSUs for 2021–2025 cycles . |
| Severance (non-CIC) | Executive Severance Plan: 3 weeks’ base pay per full year of service; 52-week min/104-week max; as of 12/31/2024, lump-sum severance would be $760,000; certain outstanding equity prorated . |
| Change-in-Control (CIC) | Double-trigger; 2× (base + target STIP) cash; prorated STIP at target; prorated LTIP at target if not replaced; 2 years health/welfare; outplacement up to $30k; time-based restricted stock fully vests; no excise tax gross-up; 280G cutback if beneficial; non-compete 2 years post-CIC . |
| Clawbacks | SEC-compliant mandatory recoupment policy (Section 16 Officers) for restatements; separate discretionary recoupment policy for financial/reputational harm or detrimental activity; no double recovery; restatement triggers aligned across policies . |
| Hedging/Pledging | Prohibited for officers/directors; includes shorts, options, swaps/monetization transactions; no pledging/margin . |
| Ownership guidelines | 3× salary; must retain shares until met; Smith met requirement as of 12/31/2024 . |
| Pension | Not vested; present value of accumulated benefit $53,200 (qualified plan $24,150; cash balance restoration $29,050); 1 year credited service as of 12/31/2024 . |
| Employment agreement | Company disclosure: no employment agreements for NEOs; no CIC excise tax gross-ups . |
Compensation Structure Analysis
- 2024 mix emphasized equity: base $760k, STIP target 80% but paid 0%, LTIP target 250%; stock awards (target fair value) $1.891M granted for 2024 cycle .
- 2025 program adds 40% time-based RSUs (all stock) and retains 60% performance stock RSUs (Core EPS 65%/Relative TSR 35%) to increase “holding power” and retention; negative TSR cap remains .
- Benchmarking targets “Blended Median” (50th percentile) for pay levels; other NEOs average ~77% variable pay, reinforcing pay-for-performance; no repricing, no time-based options, robust clawbacks, and anti-hedging/pledging .
Multi-Year Compensation (disclosed)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $29,231 | $765,875 |
| Bonus ($) | $1,500,000 | $0 |
| Stock Awards ($, grant-date fair value) | $5,632,346 | $1,891,170 |
| Change in Pension Value ($) | — | $53,200 |
| All Other Compensation ($) | — | $169,569 |
| SEC Total ($) | $7,161,805 | $2,879,814 |
2024 realized comp for Smith: Salary $765,875; 2022 LTIP payout $666,610; Restricted stock vested $1,284,025; Total $2,716,510; STIP $0 .
Investment Implications
- Alignment and retention: Significant unvested equity through Mar 2027 (performance RSUs) plus time-based restricted stock installments in December 2025/2026 support retention and alignment; policy prohibits hedging/pledging and Smith has met ownership guidelines (3× salary) .
- Near-term selling pressure: Watch scheduled vesting windows (Mar 1 in 2025–2027 for performance RSUs; Dec 18 in 2025–2026 for restricted stock); potential discretionary sales could follow vesting, though guideline retention rules partially mitigate .
- Pay-for-performance signals: 2024 STIP paid 0% due to earnings gate miss—downside realized; 2021 LTIP paid at 200%—upside realized; 2025 shift to stock-only LTIP mix increases long-term equity exposure and holding power .
- Change-of-control/termination economics: Moderate and shareholder-friendly (double-trigger; 2× base+target STIP; no gross-ups; 280G cutback; robust clawbacks). Not indicative of excessive parachute risk .
- Execution risk: As President of FE Utilities with P&L and regulatory accountability, STIP results highlight sensitivity to earnings delivery and safety metrics; focus on Core EPS and regulatory execution in 2025+ will be key determinants of realized pay and potential selling after vesting .