A longtime FirstEnergy lawyer groused to his supervisors for “no less than six years” about the millions of dollars flowing from the company to energy lawyer Sam Randazzo under what he saw as a dodgy contract with no clear purpose or value. 

His years of complaints, Mark Hayden testified in Summit County Common Pleas Court this week, prompted FirstEnergy to “separate” him from the company around 2018. His testimony amounts to the earliest, publicly known suspicions inside the company about a contract that prosecutors would later describe as legal top cover used to bribe a public official. 

Randazzo would be appointed by Gov. Mike DeWine in 2019 to lead the Public Utilities Commission of Ohio, regulating companies like FirstEnergy. He resigned in 2020 after FBI agents raided his residence. He was later charged with taking a $4.3 million bribe from the company in exchange for regulatory favors. 

The contract between FirstEnergy and a company in Randazzo’s name is now at the center of a bribery prosecution of ex-FirstEnergy CEO Chuck Jones and senior vice president of external affairs Mike Dowling. Randazzo died by suicide in 2024, ending the state and federal charges against him. 

Lawyers for the two defendants have argued the contract was a legitimate legal vehicle that housed a settlement agreement with Randazzo’s legal clients – an opposing party to FirstEnergy – in a PUCO case and not a bribe. 

But Hayden provided testimony showing that inside the company, years before prosecutors and investigators nosed in, he had a “number of concerns” about the contract. It was vague. It represented millions of dollars going to a lawyer fighting the company, a “clear conflict of interest,” he said.

“I have to vent,” Hayden wrote in 2013 to Ebony Yeboah-Amankwah, a senior FirstEnergy lawyer who was later fired by FirstEnergy amid the fallout of an FBI investigation. 

“It’s bad enough that we are paying this guy every month to do nothing – but to make it worse, he takes positions in cases that are contrary to the company that hired him to represent its interests. That is truly the definition of bulls—.”

Hayden joined FirstEnergy in 2000, attending law school at night and eventually working in the company’s legal department. He didn’t specify when he left the company, but the records shown in his name seem to end around 2018. 

The settlement, as defense attorneys have characterized it, called for Randazzo’s clients, the large-scale electric customers of the Industrial Energy Users of Ohio, to back off their legal opposition to a cost increase proposal from FirstEnergy. But instead of disclosing the settlement publicly in the case docket, the company did so privately within a document identified as a consulting contract that bears no obvious relation to the PUCO dispute. 

Hayden was responsible for approving all invoices under the contract – money that came out of his department’s limited budget. The money could have gone toward, as he put it, “more legitimate purposes.” 

 He didn’t understand the contract, no one explained it to him. He described it as having “no apparent purpose” and raised ethics issues about paying $25,000 a month to a lawyer whose interests are ostensibly opposed to FirstEnergy. 

“It’s so ambiguous such as to mean almost absolutely nothing,” he said.

Hayden proposed canceling the Randazzo contract when department heads were asked for budget cuts, and said we worked the chain of command for action on the contract. Eventually, Hayden was “separated” from the company, as he put it. 

“I was removed from the invoice-approval process. I was removed from the regulatory process. I was removed from the department, and then I ultimately no longer worked with the company.”

The company declined, via a spokesperson, to comment on Hayden’s testimony.

During cross examination, defense attorneys noted Hayden’s approval of payments under the contract with Randazzo’s company. 

John McCaffrey, an attorney for Mike Dowling, is seen at the trial. Credit: Mike Cardew, Akron Beacon Journal, Pool Photographer

Other witnesses

The state is still presenting its case against FirstEnergy. In doing so, they’ve brought a series of witnesses who described some peculiarities involving FirstEnergy’s relationship with Sam Randazzo. 

That includes:

  • Former PUCO Chairman Asim Haque, who detailed an “odd” conversation in which Randazzo threatened him for a decision that, as Haque understood it, hurt FirstEnergy while helping Randazzo’s legal clients.
  • Mark Coffey, Randazzo’s financial adviser, described converting money that was seemingly destined for Randazzo’s clients for Randazzo’s personal use. 
  • Jason Lisowski, who was requested in 2019 to research in detail the company’s financial relationship with Randazzo. He recalled an unexplained confidence from Jones, the CEO, signaling to investors that he wasn’t worried about what they saw as a regulatory risk, while Randazzo chaired the PUCO.  

The state is expected to bring more witnesses over the coming weeks. From there, attorneys for both defendants can call their own witnesses.