SEC v. Charles E. Jones, No. 5:24-cv-01560, Northern District of Ohio (Sept. 12, 2024) — Complaint

 
IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF OHIO 
EASTERN DIVISION 
 
 
U. S. SECURITIES AND EXCHANGE 
COMMISSION,     
    
                         Plaintiff,      
     
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                                       v. : No. 5:24-cv-1560 
 :  
CHARLES E. JONES, 
 
                         Defendant. 
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  JURY DEMANDED 
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_______________________________________ :  
COMPLAINT 
  Plaintiff United States Securities and Exchange Commission alleges: 
1. Charles E. Jones, while CEO of FirstEnergy Corp. 
(“FirstEnergy”), made misrepresentations and omissions to the investing public 
about FirstEnergy’s payments to Larry Householder. In early 2017, 
Householder was a member of the Ohio House of Representatives and a former 
Speaker of the chamber. FirstEnergy is a large public utility that provides 
electricity throughout Ohio and beyond. From March 2017 through March 
2020, FirstEnergy—with Jones’s active participation—engaged in a corrupt 
scheme to directly and indirectly pay Larry Householder about $60 million.  
 
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2. In July 2020, Householder was indicted in connection with 
FirstEnergy’s payments. In response, Jones told the public that “FirstEnergy 
acted ethically in this matter” and “transparently.”  
3. That wasn’t true. FirstEnergy’s tens of millions of dollars in 
payments to Householder were unethical, because Jones and FirstEnergy 
intended that the money would incentivize the Speaker to champion 
FirstEnergy’s desired legislation loaded with benefits for the energy utility, 
among other goals.  
4. Jones’s public statements were also inaccurate because 
FirstEnergy was not transparent about its payments to Householder. On the 
contrary, all of that money was funneled through 501(c)(4) groups. As one 
internal FirstEnergy document explained, such “(c)(4)” groups could give “dark 
money”—so named because the donor was “not required to disclose where the 
donations are from.” Jones approved FirstEnergy’s creation of one such dark 
money group. Householder created one too. Those (c)(4) entities paved the way 
for tens of millions of dollars to secretly travel from FirstEnergy to 
Householder.  
5. Jones also misled FirstEnergy’s auditor by failing to disclose the 
payments, and by misrepresenting to the auditor that he was unaware of 
FirstEnergy’s violations of the law during the relevant period. Jones aided and 
abetted FirstEnergy’s failure to devise and maintain internal accounting 
controls that prevented such malfeasance. He also aided and abetted the 
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misrepresentations and omissions made by FirstEnergy in an SEC filing.  
6. The SEC brings this civil law enforcement action to hold Jones 
accountable for his violations of the federal securities laws.  
JURISDICTION AND VENUE 
7. The SEC brings this action pursuant to Section 20(b) of the 
Securities Act of 1933 (“Securities Act”)   [15 U.S.C. § 77t(b)] and Sections 21(d) 
and 21(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 
§§ 78u(d) and 78u(e)]. 
8. This Court has jurisdiction over this action pursuant to Section 22 
of the Securities Act [15 U.S.C. § 77v], Section 27 of the Exchange Act [15 
U.S.C. § 78aa], and 28 U.S.C. § 1331. 
9. Venue is proper in this Court pursuant to Section 27 of the 
Exchange Act [15 U.S.C. § 78aa]. Acts, practices and courses of business 
constituting violations alleged herein have occurred within the jurisdiction of 
the United States District Court for the Northern District of Ohio and 
elsewhere. 
10. Defendant directly and indirectly made use of the means and 
instrumentalities of interstate commerce and of the mails in connection with the 
acts, practices and courses of business alleged herein, and will continue to do so 
unless enjoined. 
 
 
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DEFENDANT  
11. Defendant Charles E. Jones, age 68, is a resident of Akron, Ohio. 
From 2015 until 2020, he served as the chief executive officer and president of 
both FirstEnergy Corp. and FirstEnergy Service Company.  
OTHER RELEVANT ENTITIES AND INDIVIDUALS 
12. FirstEnergy Corp. (“FirstEnergy”)   is a public utility holding 
company incorporated in Ohio with its principal place of business in Akron, 
Ohio. Shares of the company’s stock are registered pursuant to Section 12(b) of 
the Exchange Act and trade on the New York Stock Exchange under the ticker 
“FE.”    
13. FirstEnergy was the parent company to an entity formerly known 
as FirstEnergy Solutions (“FES”). As of November 16, 2016, FES was 
governed by an independent board of directors. Even after FES officially 
separated from FirstEnergy, however, FirstEnergy and Jones exerted significant 
influence over FES and its officers. On March 31, 2018, FES filed for Chapter 
11 bankruptcy protection. It is now known as Energy Harbor Holdings LLC.  
14. Throughout the relevant period, FirstEnergy Service Company 
(“FirstEnergy Service”) was a wholly owned subsidiary of FirstEnergy. 
FirstEnergy Service provided financial and other corporate support services to 
FirstEnergy and its subsidiaries. Between 2017 and March 2020, FirstEnergy 
Service directly or indirectly paid about $60   million to “Generation Now.” 
During that same period, Jones served as president and chief executive officer 
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of FirstEnergy Service. 
15. Larry Householder, age 65, is in federal custody at the federal 
correctional facility in Lisbon, Ohio. From 1997 to 2004, and then again from 
2016 to 2020, Householder represented District 72 in the Ohio House of 
Representatives. He was elected by a majority of his peers to serve as the 
Speaker of the Ohio House, first from 2001 to 2004, then again from 2019 to 
2020. As Speaker, Householder led the Ohio House of Representatives, creating 
the chamber’s agenda and deciding which bills reached the House floor for a 
vote. On March 9, 2023, a federal jury convicted Householder of leading a 
racketeering conspiracy to accept bribes, including from FirstEnergy. 
16.  Generation Now, Inc. (“Generation Now”), incorporated in 
Delaware, is a self-described not-for-profit 501(c)(4) social welfare organization 
that was controlled by Householder.  
17. Partners for Progress, Inc. (“Partners for Progress”), incorporated 
in Delaware on February 6, 2017, was a self-described not-for-profit 501(c)(4) 
social welfare organization. Although Partners for Progress appeared to be an 
independent 501(c)(4) entity, it was controlled by Jones and other certain 
FirstEnergy executives and lobbyists. FirstEnergy was Partners for Progress’ 
sole source of funding and directed its payments to entities associated with 
public officials.  
 
 
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FACTS 
18. FirstEnergy and its subsidiaries transmit, generate, and distribute 
electricity to more than six million customers in Ohio, Pennsylvania, West 
Virginia, Maryland, New Jersey and New York. FirstEnergy’s utility operating 
companies collectively comprise one of the country’s largest investor-owned 
electric systems.  
19. In 2016, FirstEnergy reported a negative outlook for its energy 
generation business. In FirstEnergy’s 2016 Form 10-K, filed in February 2017, 
the company reported over $6 billion in losses, particularly from its nuclear 
energy affiliate. The outlook for its nuclear energy affiliate was bleak, with 
“substantial uncertainty” about the affiliate’s “ability to continue as a going 
concern[.]”  
20. FirstEnergy had sought legislative solutions to save its nuclear 
power plants, both at the federal level and in the Ohio legislature, without 
success. When that failed, FirstEnergy decided to secretly bankroll 
Householder’s return to the Speakership; then to make secret payments to 
Householder while he pushed legislation loaded with subsidies and other 
benefits for the utility; and later to clandestinely fund Householder’s efforts to 
extend his Speakership by over a decade.  
21. Here’s how the scheme worked:  
 
 
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Step One: Create “Partners for Progress” 
22. In January 2017, Householder traveled with Jones on 
FirstEnergy’s private jet. Weeks later, FirstEnergy executives directed the 
formation of “Partners for Progress,” which they styled as a tax exempt 
501(c)(4) organization. “501(c)(4)” (“C4” for short) refers to the section of the 
Internal Revenue Code that codifies tax exemptions for certain social welfare 
organizations.  
23. Partners for Progress was controlled in part by two FirstEnergy 
executives,  Jones and FirstEnergy Executive A, who handpicked its directors 
and served as its financial backer. It was incorporated in Delaware rather than 
Ohio. Under Delaware law, the public had limited visibility into the entity’s 
background and financial backers. That’s how FirstEnergy wanted it. As an 
internal FirstEnergy presentation at the time put it, the company’s “preferred 
manner of giving is through section 501(c) groups, as these are considered ‘dark 
money’ because they are not required to disclose where the donations are 
from.”  
Step Two:  Use Partners for Progress to Conceal FirstEnergy  
as the Source of Payments to Householder-Controlled Entity 
24. Once Partners for Progress was up and running, FirstEnergy 
secretly funneled Householder almost $3 million for the Speakership race. A 
third of that sum was sent on a circuitous journey, originating at FirstEnergy’s 
subsidiary,  FirstEnergy Service, stopping briefly at Partners for Progress, before 
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arriving at “Generation Now,” itself a self-styled 501(c)(4) entity controlled by 
and for the benefit of Householder.  
25. In March 2017, FirstEnergy Executive A received an email 
describing Generation Now as “the organization that Chuck [Jones] and Larry 
[Householder] discussed.” FirstEnergy Executive A directed FirstEnergy to 
begin making payments to Generation Now: “Let’s do $250,000 asap and we 
will do $1M by year-end 2017.”  
26. In March 2018, Jones and Householder met to discuss the 
Speakership race. Four days later, FirstEnergy caused $300,000 to be wired 
from Partners for Progress to Generation Now.  
27. In August 2018, Jones asked FirstEnergy Executive A whether 
Householder was “looking for more money.” “You know the answer to the 
Householder question,” FirstEnergy Executive A responded, “but I don’t know 
for how much he’ll ask.” After Jones and Householder met a few days later, 
FirstEnergy caused $500,000 to be wired from Partners for Progress to 
Generation Now.  
28. Later that month, Householder boasted in a text to Jones how he 
had championed FirstEnergy’s cause during a presidential roundtable. “Thanks 
for the help!” Jones texted back. “Thank you for your help,” Householder 
replied. “We are rooting for you and your team!” said Jones. Householder 
responded in kind: “I’m rooting for you as well...we are on the same team.”  
29. In early October 2018—with an election rapidly approaching—
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Jones knew of an upcoming meeting between FES representatives and 
Householder. Jones also knew that during the meeting FES representatives 
would be presenting Householder with a $400,000 check. In his text to 
FirstEnergy Executive A, Jones conveyed a sense of urgency: “They better get it 
done quick or he won’t be able to spend it.” After the meeting, Householder 
texted Jones: “$400k...thank you.” Bank records show that a $400,000 check 
from FES was cashed by Generation Now on October 16, 2018. 
30. FirstEnergy’s money and Jones’s efforts paid off. On January 7, 
2019, Householder was elected Speaker of the Ohio House of Representatives. 
That very day he texted Jones: “Thank you for everything it was historical.” 
Step Three: Speaker Householder, Powered By Jones  
and FirstEnergy, Champions Their Cause in Columbus 
31. As soon as Householder regained the Speakership, he worked with 
Jones and others at FirstEnergy drafting the utility’s desired legislation.  
32. The result was House Bill 6 (HB 6), which Householder 
introduced in the Ohio House in April 2019—three months after he became 
Speaker. If passed, HB 6 would lock in subsidies for FirstEnergy’s Ohio electric 
distribution subsidiaries, guaranteeing the utility fixed streams of revenue for 
years to come. The legislation would also authorize FirstEnergy to impose a 
surcharge on its customers if its annual revenues fell below a baseline amount. 
And the legislation would empower the Speaker to select three of the 13 
members of the state authority that dispersed subsidies to FirstEnergy.  
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33. HB 6   passed the House on May 29, 2019; passed the Ohio Senate 
soon thereafter; and was signed into law by the governor on July 23, 2019. 
Jones was jubilant: “We made a bbiiiiiiiig bet and it paid off,” he texted 
FirstEnergy Executive A. “You should call the Speaker today,” FirstEnergy 
Executive A suggested. “Already texted him,” Jones replied.  
34. Almost immediately, opponents of the legislation launched a 
campaign to repeal it through a ballot initiative. Opponents had 90 days to 
gather enough signatures to repeal HB 6. Jones and FirstEnergy responded by 
facilitating secret payments to Householder in exchange for his promise to beat 
back the repeal initiative.  
35. After HB 6 was signed into law, FirstEnergy Executive A texted 
Jones: “Chuck – we’re going to need some C(4) infusion.” So in early October 
2019, Jones directed FirstEnergy to send millions Householder’s way. 
Ultimately, FirstEnergy sent $13 million to Householder for the repeal effort. It 
changed hands in secret, moving through FirstEnergy’s Partners for Progress to 
Householder’s Generation Now. Householder and his team implemented a 
plan to preserve the bailout by, among other things, using Generation Now 
funds on an anti-repeal media strategy, and sending mailers urging voters not to 
sign the petition. Generation Now funds were also used to bribe a manager of 
the signature-collection effort for inside information and hire private 
investigators to track signature collectors to harass and intimidate them. 
36. As the deadline for collecting signatures for the ballot initiative 
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approached, Jones updated his FES counterpart about his talks with “the big 
guy,” including “about raising him $$$$.” The millions paid to Householder 
paid off. Opponents failed to collect enough signatures and the repeal efforts 
failed. On January 22, 2020, Householder texted Jones a link to an article citing 
the failed referendum attempt. Householder stated: “We win again.” “Great 
news,” Jones responded.  
Step Four: Support Householder’s Attempts  
to Extend His Speakership 
37. In February 2020, Householder called Jones. Householder 
explained that he was launching a ballot initiative which, if successful, would 
allow him to serve in the Ohio House—including as Speaker— through 2037. 
Predictably, Householder wanted FirstEnergy   to finance the effort. “Talked to 
Speaker today,” Jones relayed in a text, “He’s an expensive friend. 
�������”  
38. The next day Jones texted Householder, telling the Speaker he was 
developing a plan “to do 2 early next week.” Householder was grateful: “Very 
much appreciated.” True to Jones’s word, on March 3, 2020, Partners for 
Progress wired $2 million to Householder—routed through the 501(c)(4) 
entities, thus avoiding detection by the public. For FirstEnergy, the payment 
was easily and eagerly justified. As FirstEnergy Executive A put it, the initiative 
would “extend[ ] and stabilize[ ] existing leadership—good for the home team.”  
 
 
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The Scheme Is Exposed;  
Indictments Follow 
39. All told, between March 2017 and March 2020, FirstEnergy 
directly and indirectly paid Householder and his enterprise close to $60 million. 
All of which explains why, during that timeframe, Householder’s team took to 
calling the utility “the bank.” In one recorded call, a Householder associate 
explained that FirstEnergy earned that handle because it   “can fund these things 
for 20 years if they want to... They’ve got too much money, too much power.” 
The associate further boasted that FirstEnergy’s largesse was seemingly 
“unlimited”; Householder could count on “the bank” to cut him $1.5 million 
and $2 million checks with ease.  
40. In July 2020, Householder was arrested and charged with leading 
a racketeering conspiracy to receive $60 million in bribes to pass and uphold a 
billion-dollar nuclear plant bailout for FirstEnergy.  
FirstEnergy’s and Jones’s Coverup 
41. In the fallout that followed, Jones and FirstEnergy made multiple 
false statements to hide their involvement in the alleged conspiracy.  
42. On July 23, 2020, FirstEnergy filed a Form 8-K with the SEC. 
That filing included a press release about the indictment, in which Jones stated: 
“I believe that FirstEnergy acted ethically in this matter. At no time did our 
support for Ohio’s nuclear plants interfere with or supersede our ethical 
obligations to conduct our business properly.”    
 
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43. During a July 24, 2020 earnings call, Jones addressed the 
emerging Householder scandal: 
“I believe that FirstEnergy acted properly in this matter and 
we intend to cooperate fully with the investigation . . .” 
“[L]et me be clear[,] at no time[,] does our support for 
nuclear plants in Ohio interfere or supersede our ethical 
obligations to conduct our business properly.” 
“I can tell you this, in every meeting, every phone call, 
every text message that I participate in, I’ve talked about 
our obligations to conduct our business transparently, 
ethically, professionally. I have no worries that I did 
anything that wasn’t that way. And we let the merits of our 
arguments carry the day when we are operating in the 
political environment.” 
44. Contrary to his July 23 and 24 statements, Jones knew that 
FirstEnergy and he had acted unethically, and not transparently.  
45. Lack of Transparency. Contrary to what Jones told the public, 
Jones knew there was nothing “transparent” about how FirstEnergy structured 
or operated Partners for Progress. Rather, the benefit of C4 entities like Partners 
for Progress was—in the words of a FirstEnergy presentation—that “they are 
not required to disclose where the donations are from.” Thus, there was 
nothing transparent about secretly paying tens of millions of dollars in what 
FirstEnergy itself called “dark money”   through C4 entities. Far from acting 
transparently, FirstEnergy’s express purpose in creating the C4 was to make 
millions in payments to Householder in secret—that is, without having to 
disclose such payments to the public.  
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46. Consider FirstEnergy Executive A’s January 2017 email about the 
selection of Partners for Progress’s directors: “I’d prefer they not be easily 
identified with FE,” he candidly acknowledged to an outside attorney who was 
helping FirstEnergy incorporate the entity. A few months later, when 
FirstEnergy was preparing to make its first contribution, a FirstEnergy 
employee admonished their colleagues: “It’s key this money is paid to the c4 so 
that it doesn’t have to be disclosed.”   Soon thereafter, FirstEnergy made its first 
such payment to Householder, with Householder’s C4 serving as an 
intermediary. It wasn’t until after Householder was indicted that the payment 
was publicly disclosed.   
47. Unethical Misconduct. Jones knew that FirstEnergy made the tens 
of millions of dollars in direct and indirect payments to Householder with the 
improper and unethical goal of influencing the Speaker to, first, ensure passage 
of HB 6 and, second, to ensure defeat of the ballot initiative. 
48. Jones’s July 2020 misrepresentations to the public—that 
FirstEnergy at all times acted “ethically” and “transparently”— doubled-down 
on his and FirstEnergy’s underlying unethical and secretive misconduct.  
Jones’s Misrepresentation About  
His Coordination with FES 
49. Jones made other material misrepresentations during the July 24 
earnings call. Regarding FES, he stated:  
“FES separated fiduciarily, financially and operationally 
from being a part of FirstEnergy. They put in place an 
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independent board and from November ‘[20]16, I’ve had 
no input into any of the decisions they’ve made.” 
“We were not involved in any way in the decisions made 
by FES.” 
50. That wasn’t true. Even after the formal separation between FES 
and FirstEnergy in late 2016, Jones continued regularly coordinating with FES 
executives, including by directing FES payments to Generation Now.  
51. Once the legislation was introduced, Jones pressured FES to 
finance Generation Now’s ad campaign promoting HB 6. In exchange, 
Householder promised to help enact HB 6 into law and to inoculate the 
legislation against any repeal efforts. In late April 2019, Householder texted 
Jones about HB 6 attack ads that had been funded by opposition groups. Jones 
texted: “I will be pushing FES to engage.” Householder responded: “I asked 
[Individual 1] to make ads this morning.” Jones responded: “I’ll talk to FES 
tomorrow about paying for them.” A day later, on April 24, 2019, Jones texted 
Householder again: “Spoke to FES creditor rep. They will step in and help.”  
52. Similarly, in October 2019, Jones struck a deal with FES: 
FirstEnergy would pay Householder $10 million in return for the Speaker’s 
efforts to fight the HB 6 repeal effort. In return, upon its emergence from 
bankruptcy, FES would give FirstEnergy certain benefits as part of a real estate 
transfer. On Thursday, October 17, 2019, one of Householder’s advisors made 
an urgent plea for an immediate $3 million payment to Generation Now, “to 
get through the weekend.” Jones wanted FES to pay the $3 million, but was 
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advised that FES couldn’t do so because it had not yet emerged from 
bankruptcy. So Jones reluctantly agreed for FirstEnergy to front the money. 
“Give them the $3M,” Jones made clear, “but tell [FES Executive A] I want an 
IOU.” 
53. All of which establishes that Jones lied when he assured the public 
he was “not involved in any way in the decisions made by FES.” On the 
contrary, Jones and his FES counterpart closely coordinated FirstEnergy’s and 
FES’s payments to maximize the effect of such giving.  
54. Both FirstEnergy’s secret payments, and Jones’s 
misrepresentations and omissions about them, would have been important to 
FirstEnergy’s investors. Such payments—and the misrepresentations and 
omissions that followed—cast doubt on the integrity and judgment of 
FirstEnergy’s management, including Jones, and exposed both the company 
and its CEO to criminal and civil liability. The amount of the payments 
themselves was also quantitatively significant and was material. Take the fourth 
quarter of 2019, when FirstEnergy reported $111 million in losses. During that 
same reporting period, the company facilitated $20 million in secret payments to 
Partners for Progress, $15 million of which was passed on to Householder. 
Jones Executed False Certifications  
for FirstEnergy SEC Filings 
55. As FirstEnergy’s CEO, Jones was responsible for devising and 
maintaining its internal control over financial reporting. In that capacity he also 
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reviewed, approved, signed, and certified FirstEnergy’s annual report filed for 
fiscal year 2019.  
56. FirstEnergy’s 2019 annual report was filed on February 20, 2020 
and included the following disclosure: “Management is responsible for 
establishing and maintaining adequate internal control over financial 
reporting....” Jones signed the 2019 Form 10-K, affirming his responsibility for 
devising and maintaining internal control over financial reporting. 
57. As part of Jones’s certification of the 2019 Form 10-K, he made 
the following misrepresentation: 
The registrant’s other certifying officer and I have disclosed, 
based on our most recent evaluation of internal control over 
financial reporting, to the registrant’s auditors and the audit 
committee of the registrant’s board of directors (or persons 
performing the equivalent functions):... any fraud, whether or 
not material, that involves management or other employees who 
have a significant role in the registrant’s internal control over 
financial reporting. 
58. This was false. When Jones signed that certification he knew 
about the scheme to funnel secret payments through Partners for Progress. But 
he chose to hide such payments from the public in FirstEnergy’s SEC filings. 
Jones Misled FirstEnergy’s Auditor 
59. Jones also hid the scheme from FirstEnergy’s auditor. On 
February 10, 2020, Jones signed a management representation letter to 
FirstEnergy’s auditor in which he represented: “There have been no violations 
or possible violations of laws or regulations whose effects should be considered 
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for disclosure in the consolidated financial statements or as a basis for recording 
a loss contingency.”    
60. That wasn’t true. Jones never disclosed the ongoing scheme to the 
auditor, which involved a related party, Partners for Progress. The payments to 
Partners for Progress should have been considered for disclosure in the financial 
statements pursuant to generally accepted accounting principles (GAAP) under 
Accounting Standards Codification 850, entitled “Related Party Disclosures.” 
Jones was not only aware of these payments; he authorized them, and partly 
controlled Partners for Progress.   
Jones Failed to Devise and Maintain a  
Sufficient System of Internal Accounting Controls 
61. FirstEnergy’s code of business conduct provided that “Company 
assets and funds may be used only for legitimate business purposes and may 
never be used for illegal purposes,”   and that employees should not “knowingly 
cause corporate funds to be used for unlawful purposes or for purposes other 
than those described by the documentation supporting payment.”    
62. FirstEnergy’s corporate political activities policy stated that 
“where permitted by law and with the approval of our External Affairs 
Department, FirstEnergy may use corporate funds for the payment of dues 
and/or contributions to... section 501(c)(4) organizations...”   This policy added 
that FirstEnergy’s external affairs department “will review the request to 
confirm that the proposed contribution or expenditure is in the best interests of 
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FirstEnergy and, working with the FirstEnergy Legal Department, confirm that 
any contribution or expenditure we consider complies with applicable election 
laws, rules and regulations.” 
63. Jones substantially assisted FirstEnergy’s failure to devise and 
maintain sufficient internal accounting controls. As CEO of FirstEnergy, Jones 
was charged with ensuring that FirstEnergy devised and maintained a system of 
internal accounting controls that provided reasonable assurances that company 
funds were being used for purposes in accordance with management’s 
authorization. 
64. Notwithstanding this responsibility, Jones directed FirstEnergy 
personnel to make what he knew to be improper payments. These payments 
violated FirstEnergy’s policy prohibiting unethical payments. The utility had a 
related policy that required its legal department to preapprove payments to non-
profit organizations. But FirstEnergy and Jones failed to design internal 
accounting controls to ensure that executives disclosed the purpose of any such 
payments to its accounting and legal units, as well as any other material 
information. 
Jones’s Share-Based Compensation 
65. Around the time that Jones engaged in the misconduct described 
above, FirstEnergy awarded him cash and share-based compensation based on 
a performance-related incentive compensation program, including a cash bonus 
of about $1.6 million, which FirstEnergy paid him in 2019 for achieving certain 
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near-term objectives. FirstEnergy also gave Jones performance-adjusted 
restricted stock units, valued at approximately $18.1 million, for a three-year 
period ending in 2019.  
COUNT I 
Violations of Section 10(b) of the Exchange Act, 
and Exchange Act Rule 10b-5 
66. Paragraphs 1 through 65 are realleged and incorporated by 
reference. 
67. Jones, in connection with the purchase and sale of securities, by 
the use of the means and instrumentalities of interstate commerce and by the 
use of the mails, directly and indirectly: used and employed devices, schemes 
and artifices to defraud; made untrue statements of material fact and omitted to 
state material facts necessary in order to make the statements made, in light of 
the circumstances under which they were made, not misleading; and engaged in 
acts, practices and courses of business which operated or would have operated 
as a fraud and deceit upon purchasers and sellers and prospective purchasers 
and sellers of securities. 
68. Jones knew, or was reckless in not knowing, of the facts and 
circumstances described above. 
69. By reason of the foregoing, Jones violated Section 10(b) of the 
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 
240.10b-5]. 
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COUNT II 
Violations of Section 17(a) of the Securities Act 
70. Paragraphs 1 through 65 are realleged and incorporated by 
reference as though fully set forth here. 
71. By engaging in the conduct described above, Jones, in the offer 
and sale of securities, by the use of the means and instruments of transportation 
or communication in interstate commerce or by use of the mails, directly or 
indirectly, has (a) employed devices, schemes and artifices to defraud; (b) 
obtained money and property by means of untrue statements of material fact 
and by omitting to state material facts necessary to make the statements made, 
in light of the circumstances under which they were made, not misleading; and 
(c) engaged in transactions, practices, and courses of business which operated or 
would operate as a fraud or deceit upon the purchasers of such securities.  
72. Jones acted knowingly, or with extreme recklessness, in engaging 
in the fraudulent conduct described above. 
73. Jones also acted negligently in engaging in the conduct described 
above. 
74. By engaging in the conduct described above, Jones violated 
Sections 17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act [15 U.S.C. §§ 
77q(a)(1), 77q(a)(2), and 77q(a)(3)]. 
 
 
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COUNT III 
Violations of Rule 13a-14 
75. Paragraphs 1 through 65 are realleged and incorporated by 
reference.  
76. Section 13(a) of the Exchange Act, 15 U.S.C. § 78m, requires 
issuers of registered securities to file with the Commission factually accurate 
reports, and Rule 13a-14 thereunder requires that each principal executive 
certify the disclosures in those reports.  
77. Jones reviewed, approved, signed, and certified FirstEnergy’s 
annual report filed for fiscal year 2019. In his certification accompanying that 
filing, which Jones provided pursuant to 15 U.S.C. § 7241, he certified that he 
had “disclosed, based on our most recent evaluation of internal control over 
financial reporting, to the registrant’s auditors and the audit committee of the 
registrant’s board of directors (or persons performing the equivalent 
functions):... any fraud, whether or not material, that involves management or 
other employees who have a significant role in the registrant’s internal control 
over financial reporting.” That was false. Jones was aware of his fraudulent 
statements and his role in FirstEnergy’s internal control over financial 
reporting.  
78. By engaging in such conduct, Jones violated Rule 13a-14   of the 
Exchange Act [17 C.F.R. § 240.13a-14  ].  
 
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COUNT IV 
Violations of Exchange Act Rule 13b2-2    
79. Paragraphs 1 through 65 are realleged and incorporated by 
reference. 
80. Rule 13b2-2(a) promulgated under the Exchange Act, 17 CFR § 
240.13b2-2(a), provides that no director or officer of an issuer shall, among 
other things, make material misrepresentations to an accountant in connection 
with an audit, review or examination. 
81. In a management representation letter sent to FirstEnergy’s 
auditor in connection with the firm’s audit of FirstEnergy’s 2019 financial 
statements, while participating in the scheme to secretly funnel money to 
Householder, Jones falsely represented that “[t]here have been no material 
violations or possible violations whose effects should be considered for 
disclosure in the financial statements or as a basis for recording a loss 
contingency, that have not been disclosed in the financial statements.”  
82. As explained above, Jones was aware of, and participated in, the 
scheme involving FirstEnergy’s payments to Partners for Progress, which were 
improperly recorded in the 2019 financial statements that were being audited.  
83. By engaging in the conduct described above, Jones, directly or 
indirectly made or caused to be made a materially false statement—or omitted 
to state, or caused another person to omit to state, any material fact necessary 
to make statements made, in light of the circumstances under which such 
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statements were made, not misleading—to an accountant in connection with: 
(a) any audit, review or examination of the financial statements of the issuer 
required to be made under the federal securities laws; or (b) the preparation or 
filing of any document or report required to be filed with the SEC. 
84. By engaging in such conduct, Jones violated Exchange Act Rule 
13b2-2(a) [17 C.F.R. § 240.13b2-2(a)].  
COUNT V 
Aiding and Abetting FirstEnergy’s Violations of  
Section 13(a) of the Exchange Act and  
Rules 12b-20 and 13a-11 Thereunder 
85. Paragraphs 1 through 65 are realleged and incorporated by 
reference. 
86. FirstEnergy was at all relevant times an issuer that had a class of 
securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 
78l]. 
87. Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 
13a-1 [17 C.F.R. § 240.13a-1] and 13a-11 [17 C.F.R. § 240.13a-11] thereunder 
require issuers of registered securities to file with the Commission factually 
accurate annual reports on Form 10-K and current reports on Form 8-K. An 
issuer violates these provisions if it files a report that contains materially false or 
misleading information.  
88. Exchange Act Rule 12b-20 [17 C.F.R. § 240.12b-20] provides that, 
in addition to the information expressly required to be included in a statement 
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or report, there shall be added such further material information, if any, as may 
be necessary to make the required statements, in light of the circumstances 
under which they were made, not misleading. Regulation S-X, 17 C.F.R. Part 
210, requires that financial statements filed with the Commission pursuant to 
Section 13(a) of the Exchange Act be prepared in accordance with GAAP or 
such statements will be presumed to be misleading or inaccurate. 
89. FirstEnergy violated Section 13(a) of the Exchange Act and Rules 
12b-20 and 13a-11 thereunder by filing a Form 8-K on July 23, 2020 that 
included various false and misleading statements.  
90. Jones knowingly or with extreme recklessness provided substantial 
assistance to, and thereby aided and abetted, FirstEnergy’s violations of Section 
13(a) of the Exchange Act, and Rules 12b-20 and 13a-11 thereunder. He 
participated in the scheme to secretly funneled money using a related entity. He 
further had actual knowledge that his statements about his and FirstEnergy’s 
role in the scheme were false. 
91. By engaging in such conduct, under Section 20(e) of the Exchange 
Act [15 U.S.C. § 78t(e)], Jones aided and abetted, and unless enjoined, is 
reasonably likely to continue to aid and abet, violations of Section 13(a) of the 
Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20 and 13a-11 [17 C.F.R. §§ 
240.12b-20, 240.13a-11] thereunder.  
 
 
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COUNT VI 
Aiding and Abetting FirstEnergy’s Violations of  
Section 13(b)(2)(B) of the Exchange Act 
92. Paragraphs 1 through 65 are realleged and incorporated by 
reference. 
93. Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 
78m(b)(2)(B)] requires issuers to devise and maintain a system of internal 
accounting controls sufficient to provide reasonable assurances that, among 
other things, (i) transactions are executed in accordance with management’s 
general or specific authorization; and (ii) transactions are recorded as necessary 
to permit the preparation of financial statements in conformity with GAAP and 
to maintain accountability of assets.  
94. FirstEnergy violated Section 13(b)(2)(B) of the Exchange Act by 
failing to devise and maintain a system of internal accounting controls that was 
sufficient to provide reasonable assurances that transactions are executed only 
in accordance with management’s general or specific authorization, including 
in a manner consistent with FirstEnergy’s policies. In particular, FirstEnergy 
had insufficient internal accounting controls in place to prevent it from making 
corrupt monetary payments to Householder in exchange for assistance with 
legislation impacting FirstEnergy’s business.  
95. FirstEnergy also failed to devise and maintain a system of internal 
accounting controls sufficient to provide reasonable assurances that transactions 
are recorded as necessary to permit preparation of financial statements in 
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accordance with GAAP, and specifically, that material related party 
transactions were identified and appropriately disclosed.  
96. Jones provided substantial assistance to FirstEnergy by failing to 
devise and maintain sufficient internal accounting controls. As CEO, Jones had 
responsibility for establishing and maintaining FirstEnergy’s system of internal 
accounting controls. He participated in the scheme to make secret payments to 
Householder through a related entity, in violation of FirstEnergy policies and 
procedures, and failed to devise and maintain controls that would have 
prevented such payments. He was directly involved in payments made to a 
501(c)(4) organization for Householder’s benefit, which FirstEnergy made in 
exchange for official action. Jones directed and approved payments to be made 
to Partners for Progress that he knew would be paid to Generation Now, which 
in turn would benefit Householder. Thus, Jones is liable for aiding and abetting 
the Section 13(b)(2)(B) violations committed by FirstEnergy.  
97. By engaging in such conduct, under Section 20(e) of the Exchange 
Act [15 U.S.C. § 78t(e)], Jones aided and abetted, and unless enjoined, is 
reasonably likely to continue to aid and abet, violations of Section 13(b)(2)(B) 
of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)]. 
 
 
 
 
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RELIEF REQUESTED 
 WHEREFORE, the Commission requests that this Court: 
I. PERMANENT INJUNCTIONS 
 Pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and 
Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and 
(d)(5)], permanently  enjoin Jones, his officers, agents, servants, employees, 
attorneys and those persons in active concert or participation with defendant 
who receive actual notice of the order of this Court, by personal service or 
otherwise, and each of them from, directly or indirectly, engaging in the 
transactions, acts, practices or courses of business described above, or in 
conduct of similar purport and object, in violation of Section 17(a) of the 
Securities Act [15 U.S.C. § 77q(a)]; Section 10(b) of the Exchange Act [15 
U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; Section 
13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20 [17 C.F.R. § 
240.12b-20  ], 13a-11 [17 C.F.R. § 240.13a-11], 13a-14 [17 C.F.R. § 240.13a-11], 
and 13b2-2(a) [17 C.F.R. § 240.13b2-2(a)] thereunder; and Section 13(b)(2)(B) 
[15 U.S.C. § 78m(b)(2)(B)] of the Exchange Act. 
II. DISGORGEMENT 
Order Jones to disgorge the ill-gotten gains he received because of the 
violations here, including prejudgment interest, pursuant to Section 21(d)(3), 
21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)]. 
 
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III. CIVIL PENALTIES 
Order Jones to pay civil penalties pursuant to Section 20(d) of the 
Securities Act [15 U.S.C. § 77t(d)]  and Section 21(d)(3) of the Exchange Act [15 
U.S.C. § 78u(d)(3)].  
IV. OFFICER AND DIRECTOR BAR 
 Pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 
78u(d)(2)], issue an order prohibiting Jones from acting as an officer or director 
of any issuer that either has a class of securities registered under the Exchange 
Act, or that is required to file reports pursuant to the Exchange Act. 
V. OTHER RELIEF 
 Grant such other relief as this Court considers appropriate. 
JURY DEMAND 
 The Commission requests a trial by jury.  
 
      UNITED STATES SECURITIES 
      AND EXCHANGE COMMISSION 
 
      By: Jonathan S. Polish 
Jonathan S. Polish 
Brian D. Fagel 
Natalie G. Garner 
Kristal Olson  
Attorneys   for Plaintiff 
      U.S. SECURITIES AND 
      EXCHANGE COMMISSION 
      175 West Jackson Blvd., Suite 1450 
      Chicago, IL 60604 
     Telephone: (312) 353-7390 
     Fax: (312) 353-3381 
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30 
Email: [email protected] 
 
REBECCA C. LUTZKO 
United States Attorney 
Patricia Fitzgerald  
Assistant U.S. Attorney 
801 West Superior Avenue, Suite 400 
Cleveland, Ohio 44113 
Telephone: (216) 622-3779 
Fax: (216) 522-2404 
Email: [email protected] 
 
       
Dated: September 12, 2024 
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IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF OHIO 

EASTERN DIVISION 
 
 

U. S. SECURITIES AND EXCHANGE 
COMMISSION,  
    
                         Plaintiff,    
     

: 
: 
: 
: 
: 
: 

 

                                       v. : No. 5:24-cv-1560 
 :  
CHARLES E. JONES, 
 
                         Defendant. 

: 
: 
: 

  JURY DEMANDED 

 :  
_______________________________________ :  

COMPLAINT 

  Plaintiff United States Securities and Exchange Commission alleges: 

1. Charles E. Jones, while CEO of FirstEnergy Corp. 

(“FirstEnergy”), made misrepresentations and omissions to the investing public 

about FirstEnergy’s payments to Larry Householder. In early 2017, 

Householder was a member of the Ohio House of Representatives and a former 

Speaker of the chamber. FirstEnergy is a large public utility that provides 

electricity throughout Ohio and beyond. From March 2017 through March 

2020, FirstEnergy—with Jones’s active participation—engaged in a corrupt 

scheme to directly and indirectly pay Larry Householder about $60 million.  

 

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2. In July 2020, Householder was indicted in connection with 

FirstEnergy’s payments. In response, Jones told the public that “FirstEnergy 

acted ethically in this matter” and “transparently.”  

3. That wasn’t true. FirstEnergy’s tens of millions of dollars in 

payments to Householder were unethical, because Jones and FirstEnergy 

intended that the money would incentivize the Speaker to champion 

FirstEnergy’s desired legislation loaded with benefits for the energy utility, 

among other goals.  

4. Jones’s public statements were also inaccurate because 

FirstEnergy was not transparent about its payments to Householder. On the 

contrary, all of that money was funneled through 501(c)(4) groups. As one 

internal FirstEnergy document explained, such “(c)(4)” groups could give “dark 

money”—so named because the donor was “not required to disclose where the 

donations are from.” Jones approved FirstEnergy’s creation of one such dark 

money group. Householder created one too. Those (c)(4) entities paved the way 

for tens of millions of dollars to secretly travel from FirstEnergy to 

Householder.  

5. Jones also misled FirstEnergy’s auditor by failing to disclose the 

payments, and by misrepresenting to the auditor that he was unaware of 

FirstEnergy’s violations of the law during the relevant period. Jones aided and 

abetted FirstEnergy’s failure to devise and maintain internal accounting 

controls that prevented such malfeasance. He also aided and abetted the 

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misrepresentations and omissions made by FirstEnergy in an SEC filing.  

6. The SEC brings this civil law enforcement action to hold Jones 

accountable for his violations of the federal securities laws.  

JURISDICTION AND VENUE 

7. The SEC brings this action pursuant to Section 20(b) of the 

Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77t(b)] and Sections 21(d) 

and 21(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§§ 78u(d) and 78u(e)]. 

8. This Court has jurisdiction over this action pursuant to Section 22 

of the Securities Act [15 U.S.C. § 77v], Section 27 of the Exchange Act [15 

U.S.C. § 78aa], and 28 U.S.C. § 1331. 

9. Venue is proper in this Court pursuant to Section 27 of the 

Exchange Act [15 U.S.C. § 78aa]. Acts, practices and courses of business 

constituting violations alleged herein have occurred within the jurisdiction of 

the United States District Court for the Northern District of Ohio and 

elsewhere. 

10. Defendant directly and indirectly made use of the means and 

instrumentalities of interstate commerce and of the mails in connection with the 

acts, practices and courses of business alleged herein, and will continue to do so 

unless enjoined. 

 

 

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DEFENDANT  

11. Defendant Charles E. Jones, age 68, is a resident of Akron, Ohio. 

From 2015 until 2020, he served as the chief executive officer and president of 

both FirstEnergy Corp. and FirstEnergy Service Company.  

OTHER RELEVANT ENTITIES AND INDIVIDUALS 

12. FirstEnergy Corp. (“FirstEnergy”) is a public utility holding 

company incorporated in Ohio with its principal place of business in Akron, 

Ohio. Shares of the company’s stock are registered pursuant to Section 12(b) of 

the Exchange Act and trade on the New York Stock Exchange under the ticker 

“FE.”  

13. FirstEnergy was the parent company to an entity formerly known 

as FirstEnergy Solutions (“FES”). As of November 16, 2016, FES was 

governed by an independent board of directors. Even after FES officially 

separated from FirstEnergy, however, FirstEnergy and Jones exerted significant 

influence over FES and its officers. On March 31, 2018, FES filed for Chapter 

11 bankruptcy protection. It is now known as Energy Harbor Holdings LLC.  

14. Throughout the relevant period, FirstEnergy Service Company 

(“FirstEnergy Service”) was a wholly owned subsidiary of FirstEnergy. 

FirstEnergy Service provided financial and other corporate support services to 

FirstEnergy and its subsidiaries. Between 2017 and March 2020, FirstEnergy 

Service directly or indirectly paid about $60 million to “Generation Now.” 

During that same period, Jones served as president and chief executive officer 

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of FirstEnergy Service. 

15. Larry Householder, age 65, is in federal custody at the federal 

correctional facility in Lisbon, Ohio. From 1997 to 2004, and then again from 

2016 to 2020, Householder represented District 72 in the Ohio House of 

Representatives. He was elected by a majority of his peers to serve as the 

Speaker of the Ohio House, first from 2001 to 2004, then again from 2019 to 

2020. As Speaker, Householder led the Ohio House of Representatives, creating 

the chamber’s agenda and deciding which bills reached the House floor for a 

vote. On March 9, 2023, a federal jury convicted Householder of leading a 

racketeering conspiracy to accept bribes, including from FirstEnergy. 

16.  Generation Now, Inc. (“Generation Now”), incorporated in 

Delaware, is a self-described not-for-profit 501(c)(4) social welfare organization 

that was controlled by Householder.  

17. Partners for Progress, Inc. (“Partners for Progress”), incorporated 

in Delaware on February 6, 2017, was a self-described not-for-profit 501(c)(4) 

social welfare organization. Although Partners for Progress appeared to be an 

independent 501(c)(4) entity, it was controlled by Jones and other certain 

FirstEnergy executives and lobbyists. FirstEnergy was Partners for Progress’ 

sole source of funding and directed its payments to entities associated with 

public officials.  

 

 

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FACTS 

18. FirstEnergy and its subsidiaries transmit, generate, and distribute 

electricity to more than six million customers in Ohio, Pennsylvania, West 

Virginia, Maryland, New Jersey and New York. FirstEnergy’s utility operating 

companies collectively comprise one of the country’s largest investor-owned 

electric systems.  

19. In 2016, FirstEnergy reported a negative outlook for its energy 

generation business. In FirstEnergy’s 2016 Form 10-K, filed in February 2017, 

the company reported over $6 billion in losses, particularly from its nuclear 

energy affiliate. The outlook for its nuclear energy affiliate was bleak, with 

“substantial uncertainty” about the affiliate’s “ability to continue as a going 

concern[.]”  

20. FirstEnergy had sought legislative solutions to save its nuclear 

power plants, both at the federal level and in the Ohio legislature, without 

success. When that failed, FirstEnergy decided to secretly bankroll 

Householder’s return to the Speakership; then to make secret payments to 

Householder while he pushed legislation loaded with subsidies and other 

benefits for the utility; and later to clandestinely fund Householder’s efforts to 

extend his Speakership by over a decade.  

21. Here’s how the scheme worked:  

 

 

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Step One: Create “Partners for Progress” 

22. In January 2017, Householder traveled with Jones on 

FirstEnergy’s private jet. Weeks later, FirstEnergy executives directed the 

formation of “Partners for Progress,” which they styled as a tax exempt 

501(c)(4) organization. “501(c)(4)” (“C4” for short) refers to the section of the 

Internal Revenue Code that codifies tax exemptions for certain social welfare 

organizations.  

23. Partners for Progress was controlled in part by two FirstEnergy 

executives, Jones and FirstEnergy Executive A, who handpicked its directors 

and served as its financial backer. It was incorporated in Delaware rather than 

Ohio. Under Delaware law, the public had limited visibility into the entity’s 

background and financial backers. That’s how FirstEnergy wanted it. As an 

internal FirstEnergy presentation at the time put it, the company’s “preferred 

manner of giving is through section 501(c) groups, as these are considered ‘dark 

money’ because they are not required to disclose where the donations are 

from.”  

Step Two: Use Partners for Progress to Conceal FirstEnergy  
as the Source of Payments to Householder-Controlled Entity 

24. Once Partners for Progress was up and running, FirstEnergy 

secretly funneled Householder almost $3 million for the Speakership race. A 

third of that sum was sent on a circuitous journey, originating at FirstEnergy’s 

subsidiary, FirstEnergy Service, stopping briefly at Partners for Progress, before 

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arriving at “Generation Now,” itself a self-styled 501(c)(4) entity controlled by 

and for the benefit of Householder.  

25. In March 2017, FirstEnergy Executive A received an email 

describing Generation Now as “the organization that Chuck [Jones] and Larry 

[Householder] discussed.” FirstEnergy Executive A directed FirstEnergy to 

begin making payments to Generation Now: “Let’s do $250,000 asap and we 

will do $1M by year-end 2017.”  

26. In March 2018, Jones and Householder met to discuss the 

Speakership race. Four days later, FirstEnergy caused $300,000 to be wired 

from Partners for Progress to Generation Now.  

27. In August 2018, Jones asked FirstEnergy Executive A whether 

Householder was “looking for more money.” “You know the answer to the 

Householder question,” FirstEnergy Executive A responded, “but I don’t know 

for how much he’ll ask.” After Jones and Householder met a few days later, 

FirstEnergy caused $500,000 to be wired from Partners for Progress to 

Generation Now.  

28. Later that month, Householder boasted in a text to Jones how he 

had championed FirstEnergy’s cause during a presidential roundtable. “Thanks 

for the help!” Jones texted back. “Thank you for your help,” Householder 

replied. “We are rooting for you and your team!” said Jones. Householder 

responded in kind: “I’m rooting for you as well…we are on the same team.”  

29. In early October 2018—with an election rapidly approaching—

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Jones knew of an upcoming meeting between FES representatives and 

Householder. Jones also knew that during the meeting FES representatives 

would be presenting Householder with a $400,000 check. In his text to 

FirstEnergy Executive A, Jones conveyed a sense of urgency: “They better get it 

done quick or he won’t be able to spend it.” After the meeting, Householder 

texted Jones: “$400k…thank you.” Bank records show that a $400,000 check 

from FES was cashed by Generation Now on October 16, 2018. 

30. FirstEnergy’s money and Jones’s efforts paid off. On January 7, 

2019, Householder was elected Speaker of the Ohio House of Representatives. 

That very day he texted Jones: “Thank you for everything it was historical.” 

Step Three: Speaker Householder, Powered By Jones  
and FirstEnergy, Champions Their Cause in Columbus 

31. As soon as Householder regained the Speakership, he worked with 

Jones and others at FirstEnergy drafting the utility’s desired legislation.  

32. The result was House Bill 6 (HB 6), which Householder 

introduced in the Ohio House in April 2019—three months after he became 

Speaker. If passed, HB 6 would lock in subsidies for FirstEnergy’s Ohio electric 

distribution subsidiaries, guaranteeing the utility fixed streams of revenue for 

years to come. The legislation would also authorize FirstEnergy to impose a 

surcharge on its customers if its annual revenues fell below a baseline amount. 

And the legislation would empower the Speaker to select three of the 13 

members of the state authority that dispersed subsidies to FirstEnergy.  

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33. HB 6 passed the House on May 29, 2019; passed the Ohio Senate 

soon thereafter; and was signed into law by the governor on July 23, 2019. 

Jones was jubilant: “We made a bbiiiiiiiig bet and it paid off,” he texted 

FirstEnergy Executive A. “You should call the Speaker today,” FirstEnergy 

Executive A suggested. “Already texted him,” Jones replied.  

34. Almost immediately, opponents of the legislation launched a 

campaign to repeal it through a ballot initiative. Opponents had 90 days to 

gather enough signatures to repeal HB 6. Jones and FirstEnergy responded by 

facilitating secret payments to Householder in exchange for his promise to beat 

back the repeal initiative.  

35. After HB 6 was signed into law, FirstEnergy Executive A texted 

Jones: “Chuck – we’re going to need some C(4) infusion.” So in early October 

2019, Jones directed FirstEnergy to send millions Householder’s way. 

Ultimately, FirstEnergy sent $13 million to Householder for the repeal effort. It 

changed hands in secret, moving through FirstEnergy’s Partners for Progress to 

Householder’s Generation Now. Householder and his team implemented a 

plan to preserve the bailout by, among other things, using Generation Now 

funds on an anti-repeal media strategy, and sending mailers urging voters not to 

sign the petition. Generation Now funds were also used to bribe a manager of 

the signature-collection effort for inside information and hire private 

investigators to track signature collectors to harass and intimidate them. 

36. As the deadline for collecting signatures for the ballot initiative 

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approached, Jones updated his FES counterpart about his talks with “the big 

guy,” including “about raising him $$$$.” The millions paid to Householder 

paid off. Opponents failed to collect enough signatures and the repeal efforts 

failed. On January 22, 2020, Householder texted Jones a link to an article citing 

the failed referendum attempt. Householder stated: “We win again.” “Great 

news,” Jones responded.  

Step Four: Support Householder’s Attempts  
to Extend His Speakership 

37. In February 2020, Householder called Jones. Householder 

explained that he was launching a ballot initiative which, if successful, would 

allow him to serve in the Ohio House—including as Speaker— through 2037. 

Predictably, Householder wanted FirstEnergy to finance the effort. “Talked to 

Speaker today,” Jones relayed in a text, “He’s an expensive friend. 
�������”  

38. The next day Jones texted Householder, telling the Speaker he was 

developing a plan “to do 2 early next week.” Householder was grateful: “Very 

much appreciated.” True to Jones’s word, on March 3, 2020, Partners for 

Progress wired $2 million to Householder—routed through the 501(c)(4) 

entities, thus avoiding detection by the public. For FirstEnergy, the payment 

was easily and eagerly justified. As FirstEnergy Executive A put it, the initiative 

would “extend[ ] and stabilize[ ] existing leadership—good for the home team.”  

 

 

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The Scheme Is Exposed;  
Indictments Follow 

39. All told, between March 2017 and March 2020, FirstEnergy 

directly and indirectly paid Householder and his enterprise close to $60 million. 

All of which explains why, during that timeframe, Householder’s team took to 

calling the utility “the bank.” In one recorded call, a Householder associate 

explained that FirstEnergy earned that handle because it “can fund these things 

for 20 years if they want to… They’ve got too much money, too much power.” 

The associate further boasted that FirstEnergy’s largesse was seemingly 

“unlimited”; Householder could count on “the bank” to cut him $1.5 million 

and $2 million checks with ease.  

40. In July 2020, Householder was arrested and charged with leading 

a racketeering conspiracy to receive $60 million in bribes to pass and uphold a 

billion-dollar nuclear plant bailout for FirstEnergy.  

FirstEnergy’s and Jones’s Coverup 

41. In the fallout that followed, Jones and FirstEnergy made multiple 

false statements to hide their involvement in the alleged conspiracy.  

42. On July 23, 2020, FirstEnergy filed a Form 8-K with the SEC. 

That filing included a press release about the indictment, in which Jones stated: 

“I believe that FirstEnergy acted ethically in this matter. At no time did our 

support for Ohio’s nuclear plants interfere with or supersede our ethical 

obligations to conduct our business properly.”  

 

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43. During a July 24, 2020 earnings call, Jones addressed the 

emerging Householder scandal: 

“I believe that FirstEnergy acted properly in this matter and 
we intend to cooperate fully with the investigation . . .” 

“[L]et me be clear[,] at no time[,] does our support for 
nuclear plants in Ohio interfere or supersede our ethical 
obligations to conduct our business properly.” 

“I can tell you this, in every meeting, every phone call, 
every text message that I participate in, I’ve talked about 
our obligations to conduct our business transparently, 
ethically, professionally. I have no worries that I did 
anything that wasn’t that way. And we let the merits of our 
arguments carry the day when we are operating in the 
political environment.” 

44. Contrary to his July 23 and 24 statements, Jones knew that 

FirstEnergy and he had acted unethically, and not transparently.  

45. Lack of Transparency. Contrary to what Jones told the public, 

Jones knew there was nothing “transparent” about how FirstEnergy structured 

or operated Partners for Progress. Rather, the benefit of C4 entities like Partners 

for Progress was—in the words of a FirstEnergy presentation—that “they are 

not required to disclose where the donations are from.” Thus, there was 

nothing transparent about secretly paying tens of millions of dollars in what 

FirstEnergy itself called “dark money” through C4 entities. Far from acting 

transparently, FirstEnergy’s express purpose in creating the C4 was to make 

millions in payments to Householder in secret—that is, without having to 

disclose such payments to the public.  

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46. Consider FirstEnergy Executive A’s January 2017 email about the 

selection of Partners for Progress’s directors: “I’d prefer they not be easily 

identified with FE,” he candidly acknowledged to an outside attorney who was 

helping FirstEnergy incorporate the entity. A few months later, when 

FirstEnergy was preparing to make its first contribution, a FirstEnergy 

employee admonished their colleagues: “It’s key this money is paid to the c4 so 

that it doesn’t have to be disclosed.” Soon thereafter, FirstEnergy made its first 

such payment to Householder, with Householder’s C4 serving as an 

intermediary. It wasn’t until after Householder was indicted that the payment 

was publicly disclosed.   

47. Unethical Misconduct. Jones knew that FirstEnergy made the tens 

of millions of dollars in direct and indirect payments to Householder with the 

improper and unethical goal of influencing the Speaker to, first, ensure passage 

of HB 6 and, second, to ensure defeat of the ballot initiative. 

48. Jones’s July 2020 misrepresentations to the public—that 

FirstEnergy at all times acted “ethically” and “transparently”— doubled-down 

on his and FirstEnergy’s underlying unethical and secretive misconduct.  

Jones’s Misrepresentation About  
His Coordination with FES 

49. Jones made other material misrepresentations during the July 24 

earnings call. Regarding FES, he stated:  

“FES separated fiduciarily, financially and operationally 
from being a part of FirstEnergy. They put in place an 

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independent board and from November ‘[20]16, I’ve had 
no input into any of the decisions they’ve made.” 

“We were not involved in any way in the decisions made 
by FES.” 

50. That wasn’t true. Even after the formal separation between FES 

and FirstEnergy in late 2016, Jones continued regularly coordinating with FES 

executives, including by directing FES payments to Generation Now.  

51. Once the legislation was introduced, Jones pressured FES to 

finance Generation Now’s ad campaign promoting HB 6. In exchange, 

Householder promised to help enact HB 6 into law and to inoculate the 

legislation against any repeal efforts. In late April 2019, Householder texted 

Jones about HB 6 attack ads that had been funded by opposition groups. Jones 

texted: “I will be pushing FES to engage.” Householder responded: “I asked 

[Individual 1] to make ads this morning.” Jones responded: “I’ll talk to FES 

tomorrow about paying for them.” A day later, on April 24, 2019, Jones texted 

Householder again: “Spoke to FES creditor rep. They will step in and help.”  

52. Similarly, in October 2019, Jones struck a deal with FES: 

FirstEnergy would pay Householder $10 million in return for the Speaker’s 

efforts to fight the HB 6 repeal effort. In return, upon its emergence from 

bankruptcy, FES would give FirstEnergy certain benefits as part of a real estate 

transfer. On Thursday, October 17, 2019, one of Householder’s advisors made 

an urgent plea for an immediate $3 million payment to Generation Now, “to 

get through the weekend.” Jones wanted FES to pay the $3 million, but was 

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advised that FES couldn’t do so because it had not yet emerged from 

bankruptcy. So Jones reluctantly agreed for FirstEnergy to front the money. 

“Give them the $3M,” Jones made clear, “but tell [FES Executive A] I want an 

IOU.” 

53. All of which establishes that Jones lied when he assured the public 

he was “not involved in any way in the decisions made by FES.” On the 

contrary, Jones and his FES counterpart closely coordinated FirstEnergy’s and 

FES’s payments to maximize the effect of such giving.  

54. Both FirstEnergy’s secret payments, and Jones’s 

misrepresentations and omissions about them, would have been important to 

FirstEnergy’s investors. Such payments—and the misrepresentations and 

omissions that followed—cast doubt on the integrity and judgment of 

FirstEnergy’s management, including Jones, and exposed both the company 

and its CEO to criminal and civil liability. The amount of the payments 

themselves was also quantitatively significant and was material. Take the fourth 

quarter of 2019, when FirstEnergy reported $111 million in losses. During that 

same reporting period, the company facilitated $20 million in secret payments to 

Partners for Progress, $15 million of which was passed on to Householder. 

Jones Executed False Certifications  
for FirstEnergy SEC Filings 

55. As FirstEnergy’s CEO, Jones was responsible for devising and 

maintaining its internal control over financial reporting. In that capacity he also 

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reviewed, approved, signed, and certified FirstEnergy’s annual report filed for 

fiscal year 2019.  

56. FirstEnergy’s 2019 annual report was filed on February 20, 2020 

and included the following disclosure: “Management is responsible for 

establishing and maintaining adequate internal control over financial 

reporting….” Jones signed the 2019 Form 10-K, affirming his responsibility for 

devising and maintaining internal control over financial reporting. 

57. As part of Jones’s certification of the 2019 Form 10-K, he made 

the following misrepresentation: 

The registrant’s other certifying officer and I have disclosed, 
based on our most recent evaluation of internal control over 
financial reporting, to the registrant’s auditors and the audit 
committee of the registrant’s board of directors (or persons 
performing the equivalent functions):… any fraud, whether or 
not material, that involves management or other employees who 
have a significant role in the registrant’s internal control over 
financial reporting. 

58. This was false. When Jones signed that certification he knew 

about the scheme to funnel secret payments through Partners for Progress. But 

he chose to hide such payments from the public in FirstEnergy’s SEC filings. 

Jones Misled FirstEnergy’s Auditor 

59. Jones also hid the scheme from FirstEnergy’s auditor. On 

February 10, 2020, Jones signed a management representation letter to 

FirstEnergy’s auditor in which he represented: “There have been no violations 

or possible violations of laws or regulations whose effects should be considered 

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for disclosure in the consolidated financial statements or as a basis for recording 

a loss contingency.”  

60. That wasn’t true. Jones never disclosed the ongoing scheme to the 

auditor, which involved a related party, Partners for Progress. The payments to 

Partners for Progress should have been considered for disclosure in the financial 

statements pursuant to generally accepted accounting principles (GAAP) under 

Accounting Standards Codification 850, entitled “Related Party Disclosures.” 

Jones was not only aware of these payments; he authorized them, and partly 

controlled Partners for Progress.   

Jones Failed to Devise and Maintain a  
Sufficient System of Internal Accounting Controls 

61. FirstEnergy’s code of business conduct provided that “Company 

assets and funds may be used only for legitimate business purposes and may 

never be used for illegal purposes,” and that employees should not “knowingly 

cause corporate funds to be used for unlawful purposes or for purposes other 

than those described by the documentation supporting payment.”  

62. FirstEnergy’s corporate political activities policy stated that 

“where permitted by law and with the approval of our External Affairs 

Department, FirstEnergy may use corporate funds for the payment of dues 

and/or contributions to… section 501(c)(4) organizations…” This policy added 

that FirstEnergy’s external affairs department “will review the request to 

confirm that the proposed contribution or expenditure is in the best interests of 

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FirstEnergy and, working with the FirstEnergy Legal Department, confirm that 

any contribution or expenditure we consider complies with applicable election 

laws, rules and regulations.” 

63. Jones substantially assisted FirstEnergy’s failure to devise and 

maintain sufficient internal accounting controls. As CEO of FirstEnergy, Jones 

was charged with ensuring that FirstEnergy devised and maintained a system of 

internal accounting controls that provided reasonable assurances that company 

funds were being used for purposes in accordance with management’s 

authorization. 

64. Notwithstanding this responsibility, Jones directed FirstEnergy 

personnel to make what he knew to be improper payments. These payments 

violated FirstEnergy’s policy prohibiting unethical payments. The utility had a 

related policy that required its legal department to preapprove payments to non-

profit organizations. But FirstEnergy and Jones failed to design internal 

accounting controls to ensure that executives disclosed the purpose of any such 

payments to its accounting and legal units, as well as any other material 

information. 

Jones’s Share-Based Compensation 

65. Around the time that Jones engaged in the misconduct described 

above, FirstEnergy awarded him cash and share-based compensation based on 

a performance-related incentive compensation program, including a cash bonus 

of about $1.6 million, which FirstEnergy paid him in 2019 for achieving certain 

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near-term objectives. FirstEnergy also gave Jones performance-adjusted 

restricted stock units, valued at approximately $18.1 million, for a three-year 

period ending in 2019.  

COUNT I 

Violations of Section 10(b) of the Exchange Act, 
and Exchange Act Rule 10b-5 

66. Paragraphs 1 through 65 are realleged and incorporated by 

reference. 

67. Jones, in connection with the purchase and sale of securities, by 

the use of the means and instrumentalities of interstate commerce and by the 

use of the mails, directly and indirectly: used and employed devices, schemes 

and artifices to defraud; made untrue statements of material fact and omitted to 

state material facts necessary in order to make the statements made, in light of 

the circumstances under which they were made, not misleading; and engaged in 

acts, practices and courses of business which operated or would have operated 

as a fraud and deceit upon purchasers and sellers and prospective purchasers 

and sellers of securities. 

68. Jones knew, or was reckless in not knowing, of the facts and 

circumstances described above. 

69. By reason of the foregoing, Jones violated Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 

240.10b-5]. 

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COUNT II 

Violations of Section 17(a) of the Securities Act 

70. Paragraphs 1 through 65 are realleged and incorporated by 

reference as though fully set forth here. 

71. By engaging in the conduct described above, Jones, in the offer 

and sale of securities, by the use of the means and instruments of transportation 

or communication in interstate commerce or by use of the mails, directly or 

indirectly, has (a) employed devices, schemes and artifices to defraud; (b) 

obtained money and property by means of untrue statements of material fact 

and by omitting to state material facts necessary to make the statements made, 

in light of the circumstances under which they were made, not misleading; and 

(c) engaged in transactions, practices, and courses of business which operated or 

would operate as a fraud or deceit upon the purchasers of such securities.  

72. Jones acted knowingly, or with extreme recklessness, in engaging 

in the fraudulent conduct described above. 

73. Jones also acted negligently in engaging in the conduct described 

above. 

74. By engaging in the conduct described above, Jones violated 

Sections 17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act [15 U.S.C. §§ 

77q(a)(1), 77q(a)(2), and 77q(a)(3)]. 

 

 

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COUNT III 

Violations of Rule 13a-14 

75. Paragraphs 1 through 65 are realleged and incorporated by 

reference.  

76. Section 13(a) of the Exchange Act, 15 U.S.C. § 78m, requires 

issuers of registered securities to file with the Commission factually accurate 

reports, and Rule 13a-14 thereunder requires that each principal executive 

certify the disclosures in those reports.  

77. Jones reviewed, approved, signed, and certified FirstEnergy’s 

annual report filed for fiscal year 2019. In his certification accompanying that 

filing, which Jones provided pursuant to 15 U.S.C. § 7241, he certified that he 

had “disclosed, based on our most recent evaluation of internal control over 

financial reporting, to the registrant’s auditors and the audit committee of the 

registrant’s board of directors (or persons performing the equivalent 

functions):… any fraud, whether or not material, that involves management or 

other employees who have a significant role in the registrant’s internal control 

over financial reporting.” That was false. Jones was aware of his fraudulent 

statements and his role in FirstEnergy’s internal control over financial 

reporting.  

78. By engaging in such conduct, Jones violated Rule 13a-14 of the 

Exchange Act [17 C.F.R. § 240.13a-14].  

 

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COUNT IV 

Violations of Exchange Act Rule 13b2-2  

79. Paragraphs 1 through 65 are realleged and incorporated by 

reference. 

80. Rule 13b2-2(a) promulgated under the Exchange Act, 17 CFR § 

240.13b2-2(a), provides that no director or officer of an issuer shall, among 

other things, make material misrepresentations to an accountant in connection 

with an audit, review or examination. 

81. In a management representation letter sent to FirstEnergy’s 

auditor in connection with the firm’s audit of FirstEnergy’s 2019 financial 

statements, while participating in the scheme to secretly funnel money to 

Householder, Jones falsely represented that “[t]here have been no material 

violations or possible violations whose effects should be considered for 

disclosure in the financial statements or as a basis for recording a loss 

contingency, that have not been disclosed in the financial statements.”  

82. As explained above, Jones was aware of, and participated in, the 

scheme involving FirstEnergy’s payments to Partners for Progress, which were 

improperly recorded in the 2019 financial statements that were being audited.  

83. By engaging in the conduct described above, Jones, directly or 

indirectly made or caused to be made a materially false statement—or omitted 

to state, or caused another person to omit to state, any material fact necessary 

to make statements made, in light of the circumstances under which such 

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statements were made, not misleading—to an accountant in connection with: 

(a) any audit, review or examination of the financial statements of the issuer 

required to be made under the federal securities laws; or (b) the preparation or 

filing of any document or report required to be filed with the SEC. 

84. By engaging in such conduct, Jones violated Exchange Act Rule 

13b2-2(a) [17 C.F.R. § 240.13b2-2(a)].  

COUNT V 

Aiding and Abetting FirstEnergy’s Violations of  
Section 13(a) of the Exchange Act and  
Rules 12b-20 and 13a-11 Thereunder 

85. Paragraphs 1 through 65 are realleged and incorporated by 

reference. 

86. FirstEnergy was at all relevant times an issuer that had a class of 

securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 

78l]. 

87. Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 

13a-1 [17 C.F.R. § 240.13a-1] and 13a-11 [17 C.F.R. § 240.13a-11] thereunder 

require issuers of registered securities to file with the Commission factually 

accurate annual reports on Form 10-K and current reports on Form 8-K. An 

issuer violates these provisions if it files a report that contains materially false or 

misleading information.  

88. Exchange Act Rule 12b-20 [17 C.F.R. § 240.12b-20] provides that, 

in addition to the information expressly required to be included in a statement 

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or report, there shall be added such further material information, if any, as may 

be necessary to make the required statements, in light of the circumstances 

under which they were made, not misleading. Regulation S-X, 17 C.F.R. Part 

210, requires that financial statements filed with the Commission pursuant to 

Section 13(a) of the Exchange Act be prepared in accordance with GAAP or 

such statements will be presumed to be misleading or inaccurate. 

89. FirstEnergy violated Section 13(a) of the Exchange Act and Rules 

12b-20 and 13a-11 thereunder by filing a Form 8-K on July 23, 2020 that 

included various false and misleading statements.  

90. Jones knowingly or with extreme recklessness provided substantial 

assistance to, and thereby aided and abetted, FirstEnergy’s violations of Section 

13(a) of the Exchange Act, and Rules 12b-20 and 13a-11 thereunder. He 

participated in the scheme to secretly funneled money using a related entity. He 

further had actual knowledge that his statements about his and FirstEnergy’s 

role in the scheme were false. 

91. By engaging in such conduct, under Section 20(e) of the Exchange 

Act [15 U.S.C. § 78t(e)], Jones aided and abetted, and unless enjoined, is 

reasonably likely to continue to aid and abet, violations of Section 13(a) of the 

Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20 and 13a-11 [17 C.F.R. §§ 

240.12b-20, 240.13a-11] thereunder.  

 

 

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COUNT VI 

Aiding and Abetting FirstEnergy’s Violations of  
Section 13(b)(2)(B) of the Exchange Act 

92. Paragraphs 1 through 65 are realleged and incorporated by 

reference. 

93. Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 

78m(b)(2)(B)] requires issuers to devise and maintain a system of internal 

accounting controls sufficient to provide reasonable assurances that, among 

other things, (i) transactions are executed in accordance with management’s 

general or specific authorization; and (ii) transactions are recorded as necessary 

to permit the preparation of financial statements in conformity with GAAP and 

to maintain accountability of assets.  

94. FirstEnergy violated Section 13(b)(2)(B) of the Exchange Act by 

failing to devise and maintain a system of internal accounting controls that was 

sufficient to provide reasonable assurances that transactions are executed only 

in accordance with management’s general or specific authorization, including 

in a manner consistent with FirstEnergy’s policies. In particular, FirstEnergy 

had insufficient internal accounting controls in place to prevent it from making 

corrupt monetary payments to Householder in exchange for assistance with 

legislation impacting FirstEnergy’s business.  

95. FirstEnergy also failed to devise and maintain a system of internal 

accounting controls sufficient to provide reasonable assurances that transactions 

are recorded as necessary to permit preparation of financial statements in 

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accordance with GAAP, and specifically, that material related party 

transactions were identified and appropriately disclosed.  

96. Jones provided substantial assistance to FirstEnergy by failing to 

devise and maintain sufficient internal accounting controls. As CEO, Jones had 

responsibility for establishing and maintaining FirstEnergy’s system of internal 

accounting controls. He participated in the scheme to make secret payments to 

Householder through a related entity, in violation of FirstEnergy policies and 

procedures, and failed to devise and maintain controls that would have 

prevented such payments. He was directly involved in payments made to a 

501(c)(4) organization for Householder’s benefit, which FirstEnergy made in 

exchange for official action. Jones directed and approved payments to be made 

to Partners for Progress that he knew would be paid to Generation Now, which 

in turn would benefit Householder. Thus, Jones is liable for aiding and abetting 

the Section 13(b)(2)(B) violations committed by FirstEnergy.  

97. By engaging in such conduct, under Section 20(e) of the Exchange 

Act [15 U.S.C. § 78t(e)], Jones aided and abetted, and unless enjoined, is 

reasonably likely to continue to aid and abet, violations of Section 13(b)(2)(B) 

of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)]. 

 

 

 

 

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RELIEF REQUESTED 

 WHEREFORE, the Commission requests that this Court: 

I. PERMANENT INJUNCTIONS 

 Pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and 

Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and 

(d)(5)], permanently enjoin Jones, his officers, agents, servants, employees, 

attorneys and those persons in active concert or participation with defendant 

who receive actual notice of the order of this Court, by personal service or 

otherwise, and each of them from, directly or indirectly, engaging in the 

transactions, acts, practices or courses of business described above, or in 

conduct of similar purport and object, in violation of Section 17(a) of the 

Securities Act [15 U.S.C. § 77q(a)]; Section 10(b) of the Exchange Act [15 

U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; Section 

13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20 [17 C.F.R. § 

240.12b-20], 13a-11 [17 C.F.R. § 240.13a-11], 13a-14 [17 C.F.R. § 240.13a-11], 

and 13b2-2(a) [17 C.F.R. § 240.13b2-2(a)] thereunder; and Section 13(b)(2)(B) 

[15 U.S.C. § 78m(b)(2)(B)] of the Exchange Act. 

II. DISGORGEMENT 

Order Jones to disgorge the ill-gotten gains he received because of the 

violations here, including prejudgment interest, pursuant to Section 21(d)(3), 

21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)]. 

 

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III. CIVIL PENALTIES 

Order Jones to pay civil penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 

U.S.C. § 78u(d)(3)].  

IV. OFFICER AND DIRECTOR BAR 

 Pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 

78u(d)(2)], issue an order prohibiting Jones from acting as an officer or director 

of any issuer that either has a class of securities registered under the Exchange 

Act, or that is required to file reports pursuant to the Exchange Act. 

V. OTHER RELIEF 

 Grant such other relief as this Court considers appropriate. 

JURY DEMAND 

 The Commission requests a trial by jury.  
 
      UNITED STATES SECURITIES 
      AND EXCHANGE COMMISSION 
 
      By: Jonathan S. Polish 

Jonathan S. Polish 
Brian D. Fagel 
Natalie G. Garner 
Kristal Olson  
Attorneys for Plaintiff 

      U.S. SECURITIES AND 
      EXCHANGE COMMISSION 
      175 West Jackson Blvd., Suite 1450 
      Chicago, IL 60604 
     Telephone: (312) 353-7390 
     Fax: (312) 353-3381 

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Email: [email protected] 
 
REBECCA C. LUTZKO 
United States Attorney 
Patricia Fitzgerald  
Assistant U.S. Attorney 
801 West Superior Avenue, Suite 400 
Cleveland, Ohio 44113 
Telephone: (216) 622-3779 
Fax: (216) 522-2404 
Email: [email protected] 

 
       

Dated: September 12, 2024 

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	COMPLAINT