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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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E
XECUTIVE SUMMARY
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Related Party Transactions | |||||
P
ROPOSAL
2:
ADVISORY VOTE TO APPROVE EXECUTIVE
C
OMPENSATION FOR PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY
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Report of the Audit Committees
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PG&E Corporation
Pacific Gas and Electric Company |
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April 6, 2023
Dear Shareholders,
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Sincerely,
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Robert C. Flexon
Chair of the Board
PG&E Corporation
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Patricia K. Poppe
Chief Executive Officer
PG&E Corporation
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1
“PG&E” or “companies” refer to both PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, or the “Utility.”
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Joint Notice of 2023 Annual Meetings of Shareholders of
PG&E Corporation and Pacific Gas and Electric Company |
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Proposals to be Voted On | Corporation | Utility | Recommendation | ||||||||||||||||||||
1 | Election of Directors (nominated by the Boards) | ||||||||||||||||||||||
Cheryl F. Campbell |
•
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• | FOR | ||||||||||||||||||||
Kerry W. Cooper | • | • | FOR | ||||||||||||||||||||
Arno L. Harris | • | • | FOR | ||||||||||||||||||||
Carlos M. Hernandez | • | • | FOR | ||||||||||||||||||||
Michael R. Niggli | • | • | FOR | ||||||||||||||||||||
Sumeet Singh | • | FOR | |||||||||||||||||||||
Benjamin F. Wilson | • | • | FOR | ||||||||||||||||||||
2 |
Advisory Vote to Approve Executive Compensation
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• | • | FOR | |||||||||||||||||||
3 | Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation | • | • | FOR ONE YEAR | |||||||||||||||||||
4 |
Ratification of the Appointment of Deloitte and Touche LLP as the Independent Public Accounting Firm
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• | • | FOR |
Meeting Information
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Date:
May 18, 2023
Time:
10:00 a.m. Pacific Time
Location:
Virtual Meeting
2
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Record Date
Shareholders as of March 20, 2023, are entitled to vote at the Annual Meetings.
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Solicitation of Proxies
The Boards of Directors are soliciting proxies from you for use at the Annual Meetings or any adjournments or postponements. Proxies allow designated individuals to vote on your behalf.
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Voting Your Shares — Your Vote is Extremely Important
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The deadline to vote is:
11:59 p.m. Eastern Time on May 17, 2023
, or
11:59 p.m. Eastern Time on May 15, 2023 , if you are a participant in PG&E’s 401(k) Plan. |
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Internet | Phone | Proxy Card by Mail | 2023 Annual Meeting | ||||||||
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Brian M. Wong
Corporate Secretary PG&E Corporation Pacific Gas and Electric Company April 6, 2023 |
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IMPORTANT NOTICE OF AVAILABILITY OF 2023 PROXY MATERIALS FOR THE ANNUAL MEETINGS:
We are making the Joint Proxy Statement and form of proxy available to shareholders starting on or about April 6, 2023. The Joint Proxy Statement and 2022 Annual Report are available at
investor.pgecorp.com/financials/annual-reports-and-proxy-statements
. Detailed information on how to vote your proxy is included in the
“
User Guide” at the end of this Joint Proxy Statement.
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2023 Joint Proxy Statement
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1
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Proposal 1:
Election of Directors
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Elect the following directors to serve on the Boards of Directors until the 2024 Annual Meetings of Shareholders.
1.
Cheryl F. Campbell
2.
Kerry W. Cooper
3.
Arno L. Harris
4.
Carlos M. Hernandez
5.
Michael R. Niggli
6.
Benjamin F. Wilson
7.
Sumeet Singh (Utility Board only)
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Each Board’s Recommendation:
FOR
each nominee
Our Board is:
Qualified:
Top skills include safety, utility operations, wildfire prevention, financial analysis, and renewable energy, and
Committed
to serving the long-term interests of shareholders.
Director biographies are on page 14, and diversity and skills matrices on page 22 and 23.
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Independent | Diverse | |||||||||||||||||||||||||
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93%
Board members at Corporation
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87%
Board members at Utility
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57%
Board members at Corporation
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60%
Board members at Utility
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are independent under NYSE definitions |
are either women or racially and ethnically diverse
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Proposal 2:
Advisory Vote to Approve Executive Compensation
(Say on Pay)
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Approve an advisory vote on the compensation of PG&E’s named executive officers.
PG&E’s executive compensation plans:
a.
Pay for performance
b.
Align with shareholders
c.
Provide market competitive pay
d.
Comply with legal requirements
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Each Board’s Recommendation:
FOR
the advisory approval
PG&E’s compensation plans are described in detail on page 40
.
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Named Executive Officers Core Pay Components (2022) | |||||||||||
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Base Salary
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Short-Term Incentive
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Long-Term Incentive
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Fixed pay to attract and retain talent; takes account of scope, performance, and experience
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Variable pay to incent and recognize performance in areas of short-term strategic importance
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Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders
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2023 Joint Proxy Statement
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2
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Proposal 3:
Frequency of Advisory Vote to Approve Executive Compensation (Say When on Pay)
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Approve an advisory vote that the frequency of the advisory vote on executive compensation be one year.
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Each Board’s Recommendation:
FOR
the advisory approval
Additional information on page 85
.
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Proposal 4:
Appointment of the Independent Auditor
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Ratify the appointment of Deloitte and Touche LLP (D&T) as PG&E’s independent registered public accounting firm for the year ending December 31, 2023.
a.
D&T is an internationally recognized firm, with deep knowledge of our industry and specific understanding of the California regulatory structure.
b.
The team within D&T rotates periodically to provide a fresh look at our controls.
c.
The Audit Committees oversee the selection of D&T after a careful review.
|
Each Board’s Recommendation:
FOR
ratifying the appointment of Deloitte and Touche LLP
Additional information on D&T can be found on page 86.
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2023 Joint Proxy Statement
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3
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PG&E by the Numbers |
70,000
SQUARE MILES
Service area
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16
MILLION
Customers served
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26,000
Approximate number of employees
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4.79
BILLION DOLLARS
Procured from diverse suppliers
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96%
Greenhouse gas-free clean electricity
4
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40%
Estimated customer energy demand met by eligible-renewable resources
5
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700,000+
Total number of interconnected private solar customers
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50,000+
Total number of customers with battery storage at their homes or businesses
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675,000
METRIC TONS
of CO
2
avoided through our customer energy efficiency programs
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29,000+
HOURS
of employee volunteer time
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2023 Joint Proxy Statement
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4
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Visual Management
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Operating Reviews
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Problem Solving
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Standardization
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Safety |
People |
2023 Joint Proxy Statement
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5
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Our Workforce Is Strong
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We have built strong Diversity, Equity, Inclusion, and Belonging (DEIB) programs that foster a diverse, equitable, and inclusive culture and workforce. | |||||
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Our workforce offers diverse perspectives |
Our coworkers represent five generations, most of whom are Millennials, Gen X, and Boomers
6
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Racial and gender diversity among our middle management
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Racial and gender diversity among our executives and senior management
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Racial and gender diversity among PG&E Corporation's executive officers |
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We support 15 Employee Resource Groups (ERGs) and Engineering Network Groups (ENGs) that hosted 150 virtual events. The discussions ranged from professional development series to intersectional presentations on identity and bias, some featuring members of our Boards of Directors. Our National Society of Black Engineers ENG president was recognized with the
“
Above and Beyond” Honorable Mention award for Affinity Group Leadership by Seramount, a leading organization promoting DEIB in the workplace. Also, our Latino ERG was recognized as "ERG of the Year" by Latina Style Magazine for their impact in leadership in support of Latino coworkers.
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More than 120 scholarship awards totaling nearly $220,000 were made through scholarships created by our ERGs and ENGs. The winners received awards ranging from $500 to $6,000 for exemplary scholastic achievement and community leadership.
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We have scored 100 on the Corporate Equality Index by the Human Rights Campaign for 18 years straight. We also earned a spot in the “Best Places to Work for LGBTQ+ Equality 2022” by the Human Rights Campaign and a Disability Equality Index of 100 for the eight year by DisabilityIN. In 2022, we were named “Best-of-the-Best” Corporations for Inclusion by the National LGBT Chamber of Commerce and Partners in the National Business Inclusion Consortium.
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452% | 30 | ||||||||||||
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Of technical, leadership, and coworker training provided by PG&E Academy
|
Increase in virtual training in 2022 when compared to 2019, or pre-pandemic |
Apprenticeship programs that reduce barriers to entry for prospective employees
|
2023 Joint Proxy Statement
|
6
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We create opportunity with PowerPathway, an innovative workforce development program designed to help prepare a talent pool of local qualified diverse candidates, including women and military veterans, for high demand jobs in the utility and energy industry by providing eight weeks of training. In 2022,
94 percent of our PowerPathway graduates from three cohorts were hired by PG&E
. We celebrated the 15th year of the PowerPathway program as well as the 50th cohort to graduate. More than 1,100 Californians have completed the program since its inception in 2008.
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Planet |
Our Commitment: Helping to Heal the Planet
PG&E is committed to helping to heal the planet through a pledge to achieve:
•
A climate- and nature-positive energy system by 2050.
•
A net zero energy system by 2040—five years ahead of California’s current carbon neutrality goal.
•
A series of 2030 climate goals to reduce PG&E’s operational carbon footprint and enable our customers and communities to reduce their carbon footprints:
•
Reduce Scope 1 and 2 emissions by 50 percent from 2015 levels
•
Reduce Scope 3 emissions by 25 percent from 2015 levels
•
Achieve Scope 4 goals to enable customer emission reductions
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Our Progress
As the state’s largest energy provider, we embrace our foundational role in transitioning California to a decarbonized and more climate-resilient economy. Today, one in every five solar rooftops in the country is in PG&E’s service area, and one in six electric vehicles in the nation plugs into PG&E’s grid. We are also partnering with a broad spectrum of stakeholders to create a pathway to a more equitable and affordable energy future.
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2023 Joint Proxy Statement
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7
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Delivered clean electricity to customers that was more than
95 percent
greenhouse gas emissions-free
|
Brought the total number of interconnected private solar customers to more than
700,000
|
Awarded contracts for more than
3,300
MWs of battery energy storage to be deployed over the next several years
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Installed approximately
340
charging ports for electric vehicles at schools, parks, public charging locations, and in support of fleets—with nearly half in disadvantaged communities
|
Supported more than
50,000
customers who have installed battery storage at their homes or businesses
|
Helped customers avoid emissions and energy costs through robust energy efficiency programs
|
Delivering for our Hometowns
At PG&E, we recognize our responsibility to understand and respect the needs of our neighbors, including low-income communities, Black, Indigenous people, and other communities of color. Our efforts are guided by our Environmental and Social Justice (ESJ) Policy, updated in 2022 and available on our website at
pge.com/includes/docs/pdfs/about/environment/pge_ej_policy.pdf
.
As part of our long-standing commitment, PG&E has maintained a dedicated ESJ Manager to coordinate our efforts from an operational and policy perspective, including engaging with external stakeholders and assisting with internal capacity building as part of a broader PG&E-wide effort to better address the needs of disadvantaged and vulnerable communities.
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2023 Joint Proxy Statement
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8
|
“As a lifetime advocate for environmental and social justice, I commend PG&E’s continued efforts to integrate ESJ in all its work for the company, its customers, and hometowns. At PG&E, ESJ means making better business decisions by understanding the impacts of our activities and investments on environmental and social justice communities, while providing more sustainable, inclusive, and equitable customer solutions. PG&E has a strong commitment to uplifting ESJ in all of its work.”
—Benjamin F. Wilson, Independent Board Member, PG&E Corporation and Pacific Gas and Electric Company
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California’s Prosperity |
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Home Energy Reports expanded to
3.05 million customers
. We are a utility leader in the US for number of customers served and total bill savings generated for customers from this program.
|
Helped customers
avoid more than 675,000 metric tons of carbon dioxide emissions
through our energy efficiency programs.
|
Energy efficiency financing program funded
552 loans
for a record
$43.1 million lent.
|
Energy Savings Assistance program worked with over
67,551 households
with an
average bills savings of $794.12.
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2023 Joint Proxy Statement
|
9
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Helped
223,000 customers
enroll in the California Alternate Rates for Energy program, providing income-qualified customers with a monthly discount on their Utility bill, for a
total of 1.47 million
PG&E customers
enrolled in the program. These customers received discounts totaling approximately $985.4 million.
|
Launched an integrated marketplace website, called the Energy Action Guide, which guides residential customers to find the programs, resources, and customer energy products that suit their needs. The website saw
over 237,000 unique visitors
, up 99 percent from the previous year and over 1.2 million page views, up 147 percent from the previous year.
|
Spent
$4.79 billion or 39.3 percent of total procurement
with more than 600 diverse suppliers which marked the fourth consecutive year of $3 billion-plus spend. PG&E’s diverse spend supported nearly 44,000 jobs, $2.5 billion in wages and $2.3 billion in taxes. Our Supplier Diversity program includes technical assistance like sustainability training to help businesses measure and reduce greenhouse gas emissions.
|
Awarded a
$250,000 grant to local FireSafe Councils
to reduce the increased threat of wildfires due to tree mortality in northern and central California.
|
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COMMUNITY SUPPORT
We support our hometowns through charitable giving programs and coworker donations and matching gift donations. Our coworkers also volunteered more than 29,000 hours in their communities while supporting 72 PG&E-sponsored volunteer events throughout our service territory.
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The PG&E Corporation Foundation | ||||||||
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More than
$8.7 million
in total contributions from PG&E coworkers, retirees, and matching gifts from The PG&E Corporation Foundation to 5,000 non-profit organizations and schools.
|
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PG&E and Foundation | ||||||||
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$25 million
in charitable giving from PG&E and The PG&E Corporation Foundation to non-profit organizations and schools.
|
2023 Joint Proxy Statement
|
10
|
Performance |
Wildfire Safety
In 2022, we met or exceeded 52 of 54 Wildfire Mitigation Plan (WMP) targets as we continued to focus on improvements in system hardening, vegetation management, system inspections and monitoring, and modeling capabilities; however, our work is not done until catastrophic wildfires stop.
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Sectionalized devices installed:
1,351
since 2019
|
Enhanced vegetation management:
8,283
line miles completed since 2019
|
System hardening:
1,224
line miles hardened since 2019
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Weather stations:
1,424
stations installed since 2019
|
High-definition cameras:
602
cameras installed since 2019
|
Over
398,000
poles inspected in High Fire Threat Districts and High Fire Risk Areas in 2022
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2023 Joint Proxy Statement
|
11
|
Climate Resilience
The impacts of climate change on our infrastructure are already a reality. Peak electric loads are expected to increase with rising temperatures due to direct impacts of ambient temperatures on equipment and direct impacts on electricity demand driven by rising air conditioning installation and usage.
Climate change will continue to intensify the potential for wildfires throughout California. Additionally, our assets on the coast and in or near watersheds face potential increased exposures to coastal, riverine, and precipitation-related flooding because of climate-driven changes in precipitation and sea-level rise.
A key element of preparing for the physical risks of climate change is an updated system-wide Climate Vulnerability Assessment of our assets, operations, and services, which we expect to file with the CPUC in 2024. The assessment is expected to improve our understanding of exposure to climate hazards and the sensitivity of assets and operations to these hazards. Importantly, PG&E will engage with disadvantaged and vulnerable communities throughout this process.
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Financial Performance
PG&E is focused on mitigating physical and financial risk. Its layers of protection—including wildfire mitigation programs (e.g., system hardening and undergrounding), EPSS, PSPS, and situational awareness—are combining to make PG&E’s system safer and more resilient in the face of evolving climate challenges. If we have excess resources in a particular year, rather than the profits flowing to shareholders, we intend to redeploy back into our system for the benefit of customers in order to deliver a consistent growth trajectory.
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2023 Joint Proxy Statement
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12
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Board Recommendation |
What are you voting on?
PG&E Corporation and the Utility each asks its respective shareholders to approve the 2023 director nominations. PG&E Corporation and Utility Class A directors are elected to hold office until the 2024 Joint Annual Meeting, or until their successors are elected and qualified, except in the case of death, resignation or removal of a director. If any of the nominees is unable at the time of the Joint Annual Meeting to accept nomination or serve as a director, the proxy holders named on the PG&E Corporation or Utility Proxy Card (as applicable) will vote for substitute nominees at their discretion.
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Vote "FOR" Each Nominee | ||||||||||
Name | Age | Independent | ||||||
Cheryl F. Campbell | 63 | ü | ||||||
Kerry W. Cooper | 51 | ü | ||||||
Arno L. Harris | 53 |
ü
|
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Carlos M. Hernandez | 68 |
ü
|
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Michael R. Niggli | 73 |
ü
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Sumeet Singh | 44 | |||||||
Benjamin F. Wilson | 71 |
ü
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2023 Joint Proxy Statement
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13
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Cheryl F. Campbell
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Director Since | Age | Current Board Committees | ||||||||||||||
April 2019 | 63 |
•
Executive (Chair, Pacific Gas and Electric Company)
•
Safety and Nuclear Oversight (Chair)
•
Sustainability and Governance
|
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Recent Position
Retired Senior Vice President of Gas, Xcel Energy, Inc.
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Skills Matrix
Natural Gas Transmission, Distribution, and Safety
Risk Management
Workforce and/or Public Safety
|
Background
•
Energy Industry Consultant (2019 to 2021)
•
Senior Vice President, Gas (2015 to 2018); Vice President (2011 to 2015); Director, Gas Asset Strategy (2004 to 2008), Xcel Energy, Inc. (Electric and natural gas utility)
Experience, Skills, and Expertise
Ms. Campbell has deep experience in risk management and oversight, as well as employee and public safety. She has worked on safety regulations at the national level, serving on the Department of Transportation’s Gas Pipeline Advisory Committee, and with organizations involved in environmental sustainability. Ms. Campbell was a member of the independent panel assessing the enterprise risk management and overall safety of the 11 gas utilities in Massachusetts in the aftermath of the September 2018 explosions and fires in Merrimack Valley.
Public Company Board Service
•
TC Energy Corporation (2022 to present)
Other Board Service
•
National Association of Corporate Directors, Colorado Chapter (2022 to present)
•
Women’s Leadership Foundation (2020 to present) (Chair of the Board)
•
JANA Corporation (2020 to present)
•
Summit Utilities, Inc. (2020 to present)
•
National Underground Group (2018 to present)
Past Board Service
•
Gold Shovel Association (2020 to 2022)
|
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Kerry W. Cooper
|
Director Since | Age | Current Board Committees | ||||||||||||||
July 2020 | 51 |
•
Finance and Innovation
•
People and Compensation
|
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Recent Position
Former President and Chief Operating Officer, Rothy’s Inc.
|
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Skills Matrix
Large Scale Customer Experience
Financial Performance and Planning
Technology and Cybersecurity
|
Background
•
President and Chief Operating Officer, Rothy’s Inc. (Consumer goods) (2017 to 2020)
•
Chief Executive Officer, Choose Energy Inc. (National energy marketplace) (2013 to 2016)
•
Chief Operating Officer, Chief Marketing Officer, Modcloth (Consumer goods) (2010 to 2013)
Experience, Skills, and Expertise
Ms. Cooper brings extensive experience in implementing large-scale customer programs, which is critical as the Boards oversee PG&E’s efforts to regionalize and bring operations closer to the customer. During her time at Choose Energy, she built the brand and oversaw its expansion to all deregulated states and natural gas and solar, resulting in a sustainable business model. Ms. Cooper has previously been responsible for managing financial reporting at several companies. She also provides the perspective of a PG&E customer and California resident.
Public Company Board Service
•
Upstart Holdings Inc. (2021 to present)
•
TPB Acquisition Corporation I (2021 to February 2023)
Other Board Service
•
Mozilla (March 2023 to present)
•
Fictiv (February 2023 to present)
•
Gradient (2020 to present)
•
Fernish (2020 to present)
|
2023 Joint Proxy Statement
|
14
|
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Arno L. Harris
|
Director Since | Age | Current Board Committees | ||||||||||||||
July 2020 | 53 |
•
Audit
•
Sustainability and Governance
|
|||||||||||||||
Current Position
Managing Partner, AHC
|
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Skills Matrix
Innovation and Technology in Clean Energy
Climate Change and Climate Resilience
Renewable Energy and Related Engineering Experience
|
Background
•
Managing Partner, AHC (Clean energy and transportation consulting) (2015 to present)
•
Chief Executive Officer, Alta Motors (Electric motorcycle manufacturer) (2017 to 2018)
•
Founder and Chief Executive Officer, Recurrent Energy, LLC (Utility-scale solar project
developer) (2006 to 2015)
Experience, Skills, and Expertise
Mr. Harris brings 25 years of experience in clean technology and renewable energy through his work on climate change through the intersection of technology, business, and public policy. His understanding of energy, sustainability, and commercial operations within California’s regulatory environment contributes to the Boards’ effective oversight of environmental, social, and governance (ESG) and climate change issues. Mr. Harris is also a longtime California resident and PG&E customer who has demonstrated a commitment to the community through his work supporting Tipping Point Community, a non-profit focused on alleviating poverty.
Other Board Service
•
Gator Holdings, LLC (2022 to present)
Past Public Company Board Service
•
ArcLight Clean Transition II (2021 to 2022)
•
Azure Power Global Limited (2016 to 2022) (Chair of Audit Committee; Chair of Capital Committee)
•
ArcLight Clean Transition Corp. (2020 to 2021)
|
||||||||||||||||
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Carlos M. Hernandez
|
Director Since | Age | Current Board Committees | ||||||||||||||
March 2022 | 68 |
•
Audit
•
Finance and Innovation
|
|||||||||||||||
Recent Position
Former Chief Executive Officer, Fluor Corporation
|
|||||||||||||||||
Skills Matrix
Risk Management
Financial Performance and Planning
Workforce and/or Public Safety
|
Background
•
Chief Executive Officer (2019 to 2020); Interim Chief Executive Officer (2019); Executive Vice President, Chief Legal Officer, and Secretary (2007 to 2019), Fluor Corporation (Engineering and construction)
•
General Counsel and Secretary, Arcelor Mittal Americas (Steel and mining) (2004 to 2007)
Experience, Skills, and Expertise
Mr. Hernandez brings decades of experience in legal affairs, risk management, financial restructuring, and corporate governance and compliance. He has a strong foundation in law, business, and engineering, having served as General Counsel of publicly-traded companies in engineering, procurement, construction (EPC), manufacturing, and distribution. During his time at Fluor Corporation, he developed, led, and executed project risk assessment, established new selectivity criteria, and restored confidence in the company’s financial reporting. He has experience with environmental and safety matters, as well as government affairs.
Past Public Company Board Service
•
Fluor Corporation (2019 to 2020)
Other Board Service
•
Steward Health Care System (2021 to present)
•
NuScale Power LLC (2011 to 2019)
|
2023 Joint Proxy Statement
|
15
|
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Michael R. Niggli
|
Director Since | Age | Current Board Committees | ||||||||||||||
July 2020 | 73 |
•
People and Compensation
•
Safety and Nuclear Oversight
|
|||||||||||||||
Recent Position
Retired President and Chief Operating Officer, San Diego Gas & Electric Company
|
|||||||||||||||||
Skills Matrix
Wildfire Safety, Prevention and Mitigation
Natural Gas Transmission, Distribution, and Safety
Nuclear Generation Safety
|
Background
•
President and Chief Operating Officer (2010 to 2013); Chief Operating Officer (2007 to 2010), San Diego Gas & Electric Company (SDG&E)
•
Chief Operating Officer, Southern California Gas Company (2006 to 2007)
Experience, Skills, and Expertise
With more than four decades of experience in the utility and energy sector, Mr. Niggli brings significant operations, risk management, and leadership experience, particularly in regulated utilities. Mr. Niggli provides in-depth knowledge of the California regulatory landscape, and during his leadership role at SDG&E established the first-of-their-kind wildfire and public safety programs aimed at reducing wildfire risks. He has been a longtime supporter of and leader for the Great Basin National Park Foundation, working to make accessible the natural resources of the park. Mr. Niggli also currently serves on the Dean’s Advisory Council for California State University, Long Beach.
Public Company Board Service
•
ESS, Inc. (2015 to present) (Chair of the Board)
•
Avanea Energy Co. (2021 to present)
Other Board Service
•
American Transmission Company (2015 to present)
•
ESVAL (2015 to present)
•
ESSBIO (2015 to present)
|
||||||||||||||||
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Sumeet Singh
|
Director Since | Age | Non-Independent Director, Pacific Gas and Electric Company Board | ||||||||||||||
March 2023 | 44 | ||||||||||||||||
Current Position
Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and
Electric Company
|
|||||||||||||||||
Skills Matrix
Utility Operations or Related Engineering Experience
Natural gas transmission, distribution, operation, and safety
Wildfire Safety, Preparedness, Prevention, Mitigation, Response, and Recovery
|
Background
•
Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company (Utility)
(2023 to present)
•
Executive Vice President, Chief Risk and Chief Safety Officer, PG&E Corporation and the Utility (2022 to 2023)
•
Senior Vice President and Chief Risk Officer, PG&E Corporation and the Utility (2021)
•
Interim President and Chief Risk Officer of the Utility and Senior Vice President and Chief Risk Officer, PG&E Corporation (2021)
•
Senior Vice President, Chief Risk Officer (2020 to 2021)
•
Gas Integrity & Safety Officer, Picarro Inc. (Gas analyzer manufacturer) (2020);
•
Vice President, Asset Management and Community Wildfire Safety Program, Utility (2018 to 2020);
•
Vice President, Gas Operations, Utility (2014 to 2018)
Experience, Skills, and Expertise
Mr. Singh provides the Utility Board with knowledge of the Utility’s operations, experienced utility leadership, and engineering background. He also brings experience in safety, risk, electric and gas operations, and asset management developed during his career with PG&E. As the Utility’s Executive Vice President, Operations and Chief Operating Officer, Mr. Singh focuses on safety, increasing connectivity among operational groups, and promoting operational excellence.
Other Board Service
•
GTI Energy (2021 to present)
|
||||||||||||||||
2023 Joint Proxy Statement
|
16
|
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Benjamin F. Wilson
|
Director Since | Age | Current Board Committees | ||||||||||||||
July 2020 | 71 |
•
Audit (Chair)
•
Sustainability and Governance
•
Executive
|
|||||||||||||||
Recent Position
Retired Chairman, Beveridge & Diamond PC
|
|||||||||||||||||
Skills Matrix
Risk Management
Climate Change and Climate Resilience
Management Incentives
|
Background
•
Chairman (2017 to 2021); Managing Principal (2008 to 2016), Beveridge & Diamond PC (Environmental law practice)
•
Adjunct Professor, Howard University (2004 to present)
Experience, Skills, and Expertise
Mr. Wilson brings a depth of experience, having been lead counsel in numerous complex environmental and regulatory matters for major consumer product corporations, retailers, oil and gas companies, municipalities, and developers. His service as Monitor for the Duke Energy coal ash spill remediation project and as Deputy Monitor in the Volkswagen emissions proceedings provides an important perspective to the Board. Mr. Wilson also offers deep experience with environmental justice issues and is a recognized leader on diversity and inclusion issues in the legal profession.
Other Board Service
•
Northwestern Mutual Life Insurance Company (2010 to present) (Lead Director, Audit Committee member)
•
Environmental Law Institute (2017 to present)
•
Dartmouth College (2012 to 2020) (Chair of Audit Committee)
|
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Rajat Bahri
|
Director Since | Age | Current Board Committees | ||||||||||||||
July 2020 | 59 |
•
Audit
•
Finance and Innovation
|
|||||||||||||||
Current Position
Chief Financial Officer, Icertis
|
|||||||||||||||||
Skills Matrix
Financial Performance and Planning
Technology and Cybersecurity
Large Scale Customer Experience
|
Background
•
Chief Financial Officer, Icertis (Contractor management software company) (2022 to present)
•
Chief Financial Officer, ID.me, Inc. (Digital identity network) (2021 to 2022)
•
Chief Financial Officer, Wish (Digital marketplace) (2016 to 2021)
•
Chief Financial Officer, Jasper Technologies Inc. (Internet of Things service platform) (2013 to 2016)
•
Chief Financial Officer, Trimble Navigation Limited (Information technology) (2005 to 2013)
Experience, Skills, and Expertise
Mr. Bahri is a seasoned Chief Financial Officer with public company experience and extensive knowledge of finance, financial performance and planning and audit. He is skilled at building enterprise-wide systems and teams, and brings decades of experience in executive compensation, enterprise risk management, and corporate governance, as well as the operation of audit committees. As a California resident, Mr. Bahri also provides the perspective of a utility customer to the Board.
Past Public Company Board Service
•
STEC, Inc. (2008 to 2011) (Chair of the Audit Committee)
|
||||||||||||||||
2023 Joint Proxy Statement
|
17
|
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Edward G. Cannizzaro
|
Director Since | Age | Current Board Committees | ||||||||||||||
February 2023 | 62 |
•
Finance and Innovation
•
Audit
|
|||||||||||||||
Recent Position
Former Global Head of Quality, Risk and Regulatory, KPMG International
|
|||||||||||||||||
Skills Matrix
Financial Literacy
Risk Management
Audit
|
Background
•
Global Head of Quality, Risk and Regulatory, KPMG International Limited (2018 to 2022)
•
National Managing Partner - Risk Management, KPMG (2016 to 2018)
•
Lead Engagement Partner, KPMG (2009 to 2016)
Experience, Skills, and Expertise
Mr. Cannizzaro brings 40 years of experience as a global financial executive to the Boards of the Corporation and the Utility. He has a deep background in financial accounting and reporting, risk management, operations, and operational regulatory compliance. During his tenure at KPMG, he served as the Global Head of Quality, Risk and Regulatory, the West Area Managing Partner of Audit, and provided sound oversight and governance as a member of the Board of Directors of KPMG Americas and KPMG US. Mr. Cannizzaro also provides the perspective of a PG&E customer and California resident.
Public Company Board Service
•
Ross Stores, Inc. (2022 to present)
Other Board Service
•
KPMG LLP (2015 to 2018)
|
||||||||||||||||
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Jessica L. Denecour
|
Director Since | Age | Current Board Committees | ||||||||||||||
July 2020 | 61 |
•
Sustainability and Governance (Chair)
•
People and Compensation
•
Safety and Nuclear Oversight
•
Executive
|
|||||||||||||||
Recent Position
Former Senior Vice President and Chief Information Officer, Varian Medical Systems, Inc.
|
|||||||||||||||||
Skills Matrix
Technology and Cybersecurity
Workforce and/or Public Safety
Risk Management
|
Background
•
Senior Vice President, Chief Information Officer, Varian Medical Systems (Medical device manufacturer and software for cancer treatments) (2006 to 2017)
•
Vice President, Global IT Application and Solution Services and Global Infrastructure and Operations, Agilent Technologies, Inc. (Chemical analysis, life sciences, and diagnostics) (2000 to 2005)
Experience, Skills, and Expertise
Ms. Denecour has more than 30 years of experience leading global companies into the digital age. As a senior executive and Chief Information Officer, she gained a deep understanding of threats and mitigations in cybersecurity risk management, and experience overseeing investments in new, innovative technology. During her career, she led multiple IT transformations, built effective data privacy and security programs, and implemented state-of-the-art IT governance and systems. A long-time California resident and utility customer, Ms. Denecour has also demonstrated a commitment to the community through her board work supporting gender parity in the boardroom, and creativity and lifelong learning in children.
Past Public Company Board Service
•
MobileIron Inc. (2017 to 2020) (Chair of the Cybersecurity Committee, Nominating and Governance Committee, and Member of the Audit Committee)
Other Board Service
•
Athena Alliance (2016 to 2018) (founding member)
•
Children’s Discovery Museum of San Jose (2010 to 2017)
|
2023 Joint Proxy Statement
|
18
|
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Admiral Mark E. Ferguson III, USN (ret.)
|
Director Since | Age | Current Board Committees | ||||||||||||||
July 2020 | 66 |
•
People and Compensation (Chair)
•
Safety and Nuclear Oversight
•
Executive
|
|||||||||||||||
Current Position
Independent Defense and Aerospace Consultant
|
|||||||||||||||||
Skills Matrix
Nuclear Generation Safety
Workforce and/or Public Safety
Management Incentives
|
Background
•
Independent Aerospace and Defense Consultant, MK3 Global LLC (2016 to present)
•
Advisor, Defense Science Studies Group, Institute for Defense Analyses (2019 to present)
•
Advisor, Allied Command Operations, NATO (2018 to present)
•
Senior Advisor, McKinsey & Company (2016 to 2020)
•
Commander of the U.S. Naval Forces in Europe and Africa (2014 to 2016); Vice Chief of Naval Operations (2011 to 2014), U.S. Navy
Experience, Skills, and Expertise
Admiral Ferguson brings decades of experience in nuclear reactor operations, nuclear propulsion engineering, risk and change management, and cyber preparedness from his 38-year career in the U.S. Navy. Through his leadership positions in the U.S. Navy, he directed the transformation of its personnel management system and education programs. His organization received the Workforce Magazine Optimas Award for innovative personnel policies supporting diversity and women in the workplace. Admiral Ferguson presently is a member of several veteran service organizations and holds a NACD certification in cyber risk oversight.
Public Company Board Service
•
VSE Corporation (2017 to present)
Other Board Service
•
Center for Naval Analyses (2017 to 2021) (Chair of the Audit Committee)
|
||||||||||||||||
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Robert C. Flexon
|
Director Since | Age | Current Board Committees | ||||||||||||||
July 2020 | 64 |
•
Executive (Chair, Corporation Committee)
•
Audit
•
Finance and Innovation
|
|||||||||||||||
Recent Position
Former President and Chief Executive Officer, Dynegy Inc.
|
|||||||||||||||||
Skills Matrix
Risk Management
Financial Performance and Planning
Management Incentives
|
Background
•
President and Chief Executive Officer, Dynegy Inc. (Independent power producer) (2011 to 2018)
•
Chief Financial Officer, UGI Corporation (Electric and natural gas utility) (2011)
•
Chief Executive Officer, Foster Wheeler AG (Engineering and Construction) (2009 to 2010)
Experience, Skills, and Expertise
Mr. Flexon, our Corporation’s Independent Board Chair, provides executive leadership experience in the competitive power and oil and gas sectors. During his time at Dynegy, he executed cultural, operational, and financial restructuring that tripled the company’s size and achieved top decile safety performance, as well as enhanced employee engagement. Mr. Flexon brings extensive safety, risk management and labor relations experience, as well as experience with turnarounds, having led both Dynegy’s 2011 bankruptcy and NRG Energy Inc.’s [2003] post-bankruptcy exit.
Public Company Board Service
•
Capstone Green Energy Corporation (2018 to present) (Chair of the Board, Member of Audit Committee, and Member of Compensation Committee)
•
Charah Solutions, Inc. (2018 to present) (Chair of Audit Committee)
•
TransAlta Corporation (2018 to 2020)
•
Westmoreland Coal Company (2016 to 2019)
•
Dynegy Inc. (2011 to 2018)
Other Board Service
•
ERCOT (Texas Independent System Operator) (2021 to present)
|
2023 Joint Proxy Statement
|
19
|
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W. Craig Fugate
|
Director Since | Age | Current Board Committees | ||||||||||||||
July 2020 | 64 |
•
Safety and Nuclear Oversight
•
Sustainability and Governance
|
|||||||||||||||
Current Position
Owner, Craig Fugate Consulting
|
|||||||||||||||||
Skills Matrix
Wildfire Safety, Prevention and Mitigation
Climate Change and Climate Resilience
Nuclear Generation Safety
|
Background
•
Chief Emergency Management Officer, One Concern, Inc. (Emergency management
technology) (2017 to 2022)
•
Senior Instructor and Advisor, U.S. Army Civilian Emergency Management Program
(2017 to present)
•
Administrator of the Federal Emergency Management Agency (FEMA) (Appointed by the President, Senate Confirmed) (2009 to 2017)
Experience, Skills, and Expertise
Mr. Fugate has a deep background in emergency management and crisis response at the county, state, and federal level. During his time at FEMA, Mr. Fugate led the organization through multiple record-breaking disaster years and oversaw the Federal Government’s response to major events, such as the Joplin and Moore tornadoes, Hurricane Sandy, Hurricane Matthew, and the 2016 Louisiana flooding. Mr. Fugate has a strong track record in establishing a robust safety culture and driving a community-oriented approach to emergency management.
Other Board Service
•
America’s Public Television Stations (2017 to present)
|
||||||||||||||||
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Patricia K. Poppe
|
Director Since | Age | Current Board Committees | ||||||||||||||
January 2021 | 54 |
•
Executive
|
|||||||||||||||
Current Position
Chief Executive Officer, PG&E Corporation
|
|||||||||||||||||
Skills Matrix
Workforce and/or Public Safety
Utility Operations or Related Engineering Experience
Labor Relations
|
Background
•
Chief Executive Officer, PG&E Corporation (2021 to present)
•
President and Chief Executive Officer, CMS Energy Corporation and Consumers Energy (2016 to 2020)
Experience, Skills, and Expertise
Ms. Poppe brings over 15 years of experience, including as chief executive, in the highly regulated utility industry. Under her leadership, CMS Energy and Consumers Energy earned consistent industry recognition and maintained strong operational and financial performance. PG&E values Ms. Poppe’s extensive utility experience championing safety and workplace equity, developing strong working relationships with labor, and building broad support for clean energy. She demonstrates a commitment to the community through her board work supporting the California Chamber of Commerce.
Public Company Board Service
•
Whirlpool Corporation (2019 to present)
Other Board Service
•
California Chamber of Commerce (2022 to present)
•
Electric Power Research Institute (2021 to present)
•
Institute of Nuclear Power Operations (2021 to present)
•
AEGIS Insurance Services, Inc. (2019 to present)
•
Edison Electric Institute (2016 to present)
|
2023 Joint Proxy Statement
|
20
|
![]()
William L. Smith
|
Director Since | Age | Current Board Committees | ||||||||||||||
October 2019 | 65 |
•
Finance and Innovation (Chair)
•
Safety and Nuclear Oversight
•
Executive
|
|||||||||||||||
Recent Position
Retired President of Technology Operations, AT&T Services, Inc.
|
|||||||||||||||||
Skills Matrix
Technology and Cybersecurity
Utility Operations or Related Engineering Experience
Large Scale Customer Experience
|
Background
•
Interim Chief Executive Officer, PG&E Corporation (2020)
•
President, Technology Operations (2014 to 2016); President, Network Operations (2008 to 2014), AT&T (Telecommunications)
Experience, Skills, and Expertise
Mr. Smith brings in-depth knowledge of PG&E’s operations to the Boards, having served as the Interim Chief Executive Officer in 2020 while PG&E Corporation searched for a long-term leader. He also brings decades of technology, and strategy experience from his 37-year tenure at AT&T. This includes large-scale integration and modernization of vast infrastructure networks, identification and implementation of new technologies, and a track record of delivering on commitments to public and employee safety. Additionally, Mr. Smith offers expertise in cybersecurity, having led the operational cybersecurity team at AT&T and having had significant interaction with the NSA, FBI, and DHS on cyber matters.
Past Public Company Board Service
•
OCLARO, Inc. (2012 to 2018)
Other Board Service
•
Tillman Networks LLC (2017 to present) (Chair of the Board)
|
2023 Joint Proxy Statement
|
21
|
Committee Memberships | Other Public Boards | ||||||||||||||||||||||||||||
Independent | Diverse | Tenure | A | FI | PC | SNO | SG | ||||||||||||||||||||||
Class A | |||||||||||||||||||||||||||||
Cheryl F. Campbell | • | G | 4 | * | • | 1 | |||||||||||||||||||||||
Kerry W. Cooper | • | G | 2.75 | • | • | 2 | |||||||||||||||||||||||
Arno L. Harris | • | CAU | 2.75 | • | • | ||||||||||||||||||||||||
Carlos M. Hernandez | • | HSP | 1 | • | • | ||||||||||||||||||||||||
Michael R. Niggli | • | CAU | 2.75 | • | • | 2 | |||||||||||||||||||||||
Sumeet Singh | API | 0 | |||||||||||||||||||||||||||
Benjamin F. Wilson | • |
AA
|
2.75 |
*
|
•
|
||||||||||||||||||||||||
Class B | |||||||||||||||||||||||||||||
Rajat Bahri | • | API | 2.75 | • | • | ||||||||||||||||||||||||
Edward G. Cannizzaro |
•
|
HSP
|
0 |
•
|
• | 1 | |||||||||||||||||||||||
Jessica L. Denecour | • | G | 2.75 | • | • | * | |||||||||||||||||||||||
Mark E. Ferguson III | • | CAU | 2.75 | * | • | 1 | |||||||||||||||||||||||
Robert C. Flexon | • | CAU | 2.75 | • | • | 2 | |||||||||||||||||||||||
W. Craig Fugate | • | CAU | 2.75 | • | • | ||||||||||||||||||||||||
Patricia K. Poppe | G | 2 | 1 | ||||||||||||||||||||||||||
William L. Smith | • | CAU | 3.5 | * | • |
API
= Asian, Pacific Islander
|
AA
= African American
|
CAU
= Caucasian
|
HSP
= Hispanic/Latinx
|
G
= Gender Diversity
|
*
= Chair
|
||||||||||||
A
= Audit Committees
|
FI
= Finance and Innovation Committee
|
PC
= People and Compensation Committee
|
SNO
= Safety, Nuclear, and Oversight Committees
|
SG
= Sustainability and Governance Committee
|
• |
Corporation Chief Executive Officer
|
• | Utility Chief Operating Officer | • |
Independent Chair of Utility Board of Directors
|
||||||||||||||||||
• | Chair of Audit Committee | • |
Chair of Safety and Nuclear Oversight Committee
|
• |
Chair of Sustainability and Governance Committee
|
2023 Joint Proxy Statement
|
22
|
Skills Matrix | ||||||||||||||
• |
Wildfire safety, preparedness, prevention, mitigation, response, and/or recovery
|
• | Workforce safety and public safety | |||||||||||
• | Technology and cybersecurity | • | Nuclear generation safety | |||||||||||
• |
Natural gas transmission, distribution, operation, and safety
|
• | Public policy (legal, regulatory, or government) | |||||||||||
• | Leadership in the energy or utility industry | • | Utility operation or related engineering experience | |||||||||||
• |
Innovation and technology in the clean energy or utility industry
|
• | Risk management (including enterprise risk management) | |||||||||||
• | Climate change mitigation or climate resilience | • | Renewable energy and related engineering experience | |||||||||||
• | Financial performance and planning | • | Financial literacy | |||||||||||
• | Audit | • | Management incentives | |||||||||||
• | Labor relations | • | Large-scale customer experience | |||||||||||
• | Public company board experience | • | Community leadership |
• |
All non-executive directors are independent, including Board chairs
|
• | Regular executive session meetings without management | |||||||||||
• |
All independent committees (other than Executive Committees)
|
• | Separation of leadership roles of the Chairman of the Board and the Chief Executive Officer | |||||||||||
• | Proxy access provisions consistent with market standards—three percent for three years | • |
Executive and director stock ownership guidelines
|
|||||||||||
• |
Director over-boarding policy prohibiting service on more than three public company boards
|
• | No supermajority vote requirements | |||||||||||
• |
Majority vote for directors, with mandatory resignation policy and plurality carve-out for contested elections
|
• | One share, one vote | |||||||||||
• |
Board oversight of key areas, including risk, cybersecurity, safety, sustainability, climate resilience, compliance, and ethics
|
• |
No anti-takeover poison pill
—
shareholder approval required for adoption
|
|||||||||||
• | Annual Board and Committee evaluations | • | Confidential voting policy for uncontested elections | |||||||||||
• |
Ongoing director education
|
• | Policy limiting obtaining certain types of services from the independent auditor |
2023 Joint Proxy Statement
|
23
|
PG&E Corporation
|
Pacific Gas and Electric Company
|
2023 Joint Proxy Statement
|
24
|
Committee Name | Company | Scope of Responsibility/Topics Discussed | |||||||||
Executive | PG&E Corporation and Utility | Exercises powers and performs duties of the applicable Board, subject to limits imposed by state law. | |||||||||
Audit
(1)
|
PG&E Corporation and Utility | Oversees and monitors: | |||||||||
• | Integrity of the company financial statements, and financial and accounting practices | ||||||||||
• | Internal control over financial reporting, and external and internal auditing programs | ||||||||||
• | Selection and oversight of the companies’ Independent Auditor | ||||||||||
• | Review and oversee the compliance and ethics program, including but not limited to, evaluating the effectiveness of such program | ||||||||||
• | Compliance with legal and regulatory requirements, in concert with other Board committees | ||||||||||
• | Related party transactions | ||||||||||
• | Oversees guidelines and policies for risk management, and the allocation of specific risks to committees for oversight |
2023 Joint Proxy Statement
|
25
|
Committee Name | Company | Scope of Responsibility/Topics Discussed | |||||||||
People and Compensation | PG&E Corporation | Oversees matters relating to compensation and benefits, including: | |||||||||
• | Compensation for non-employee directors | ||||||||||
• | Development, selection, and compensation of policy-making officers | ||||||||||
• | Annual approval of the corporate goals and objectives of the PG&E Corporation CEO and the Utility CEO (or if that position is not filled, the PEOs) | ||||||||||
• | Management evaluation and officer succession planning | ||||||||||
• | Employment, compensation, and benefits policies and practices | ||||||||||
• | Diversity, equity, inclusion, and belonging programs | ||||||||||
Finance and Innovation
(2)
|
PG&E Corporation | Oversees matters relating to financial and investment planning, policies, and risks, including: | |||||||||
• | Financial and investment plans and strategies, including a multi-year financial outlook | ||||||||||
• | Dividend policy | ||||||||||
• | Proposed capital projects and divestitures | ||||||||||
• | Financing plans | ||||||||||
• | Strategic investments in technology, clean energy, and technology infrastructure | ||||||||||
• | Strategic plans and initiatives for potential investments in businesses, joint ventures, mergers, acquisitions, and other business combinations involving the companies | ||||||||||
Sustainability and Governance
|
PG&E Corporation | Oversees matters relating to selection of directors, corporate governance, and Environmental, Social and Governance (ESG) issues, including: | |||||||||
• | Recommendation of Board candidates, including a review of skills and characteristics required of Board members | ||||||||||
• | Selection of the chairs and membership of Board committees | ||||||||||
• | Corporate governance matters, including the companies’ governance principles and practices, and the review of shareholder proposals | ||||||||||
• | Evaluation of the Boards’ performance and effectiveness | ||||||||||
• | Climate change and climate resilience planning | ||||||||||
• | Environmental compliance | ||||||||||
• | Charitable and political contributions | ||||||||||
Safety and Nuclear Oversight
|
PG&E Corporation and Utility | Oversees matters relating to safety, risk, wildfire safety, and operational performance, including: | |||||||||
• | Safety programs, promotion of safety culture, and long-term and short-term safety plans | ||||||||||
• | Wildfire risk reduction and performance against the wildfire safety commitments made by the Utility | ||||||||||
• | Operational performance and risks related to the Utility’s nuclear, generation, and gas and electric transmission and distribution facilities | ||||||||||
• | Cybersecurity |
2023 Joint Proxy Statement
|
26
|
Rajat Bahri | Robert C. Flexon | Arno L. Harris | Benjamin F. Wilson | Edward G. Cannizzaro |
Audit
(3)
|
People & Compensation | Finance & Innovation | Sustainability & Governance |
Safety & Nuclear Oversight
(1)
|
|||||||||||||
Number of Meetings in 2022 | 5 | 8 | 6 | 4 | 7 | ||||||||||||
Attendance | 96% | 100% | 100% | 100% | 100% |
(3)
|
Meetings of the Corporation and Utility committees are concurrent, and numbers reflect numbers for both committees. |
2023 Joint Proxy Statement
|
27
|
We value our shareholders’ views and maintain an open and constructive dialogue with shareholders throughout the year.
In 2022, activities included:
•
Meetings with large institutional investors
•
Engagement at industry investor conferences
•
Quarterly earnings calls and live Q&A
•
Investor Day and hosted on-site meetings
|
![]() |
Strategy |
Risk |
2023 Joint Proxy Statement
|
28
|
Board and Committee Risk Oversight Responsibilities | ||||||||
Boards:
Oversee risks associated with major investments and strategic initiatives and cyber security
|
People and Compensation:
Oversees potential risks arising from the companies’ compensation policies and practices
|
|||||||
Audit:
Oversees enterprise risk program, and guidelines and policies that govern the processes by which major risks are assessed and managed. Allocates oversight of specific key risks to Committees.
|
Safety and Nuclear Oversight:
Oversees risks arising from operations, including wildfire, employee and public safety, electric, gas and generation operations, other risks associated with facilities, emergency response, and cybersecurity
|
|||||||
Finance and Innovation:
Oversees risks associated with financial markets and liquidity
|
Sustainability and Governance:
Oversees risks associated with climate change
|
Cybersecurity |
Safety |
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Sustainability and Corporate Responsibility |
The Boards | • | Oversee ESG risks and opportunities, including the direction of the companies’ opportunities in decarbonization, electric vehicles, greening the gas supply, and helping California define and implement green energy policy | ||||||
• | Review corporate goals related to safety, reliability, people management, and sustainability commitments | |||||||
• | Participate in ERG events to support the companies’ diversity and inclusion initiatives | |||||||
Safety and Nuclear Oversight | • | Oversee the risks associated with the impact of climate change on operations, assets and facilities, and planned mitigations | ||||||
• | Oversee the companies’ programs related to public, employee and contractor safety, and operational excellence, including training | |||||||
Sustainability and Governance | • | Oversees consideration of diversity when identifying nominees to the Board | ||||||
• | Oversees corporate sustainability issues, such as environmental compliance and leadership, climate change resilience, and community investments | |||||||
• | Includes an annual review of PG&E’s sustainability practices and performance | |||||||
People and Compensation | • | Approves incentive compensation structures, which reinforce sustainability commitments | ||||||
• | Oversees diversity and inclusion in workforce planning and management succession | |||||||
Finance and Innovation | • | Approves capital budgets and investments in zero-carbon technologies and grid modernization |
Political Contributions
|
Ethics and Compliance
|
Management Succession
|
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Non-Employee Director Total 2022 Compensation Summary
|
Annual Retainer | Per Quarter | Annual | ||||||||||||
Non-Employee Directors
(1)
|
$30,000 | $120,000 | ||||||||||||
Corporation Chair of the Board | $25,000 additional | $100,000 additional | ||||||||||||
Utility Chair of the Board
(1)
|
$5,000 additional | $20,000 additional | ||||||||||||
Committee Chair Additional Retainers
(2)
|
||||||||||||||
Audit Committees
(1)
|
$7,500 | $30,000 | ||||||||||||
People and Compensation Committee | $5,000 | $20,000 | ||||||||||||
Safety and Nuclear Oversight (SNO) Committees | $5,000 | $20,000 | ||||||||||||
Finance and Innovation and Sustainability and Governance Committees
(1)
|
$3,750 | $15,000 | ||||||||||||
Special Committee Additional Retainer | ||||||||||||||
As determined by the applicable Board (none paid during 2022) |
Annual Equity Awards
|
||||||||||||||
Non-Employee Directors | n/a | $140,000 | ||||||||||||
Corporation Chair of the Board
(1)
|
n/a | $80,000 additional | ||||||||||||
Pre-meeting Fees | ||||||||||||||
No meeting fees for attendance at Board, Board committee, or shareholder meetings | ||||||||||||||
Special Committee Per-Meeting Fees
(1)
|
||||||||||||||
As determined by the applicable Board (none paid during 2022) |
Retainers |
Non-Employee Director Stock-Based Compensation; Compensation Limits |
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2022 Director Compensation
|
Name
|
Fees Earned Or Paid in Cash ($)
(1)
|
Stock Awards ($)
(2)
|
Option Awards ($)
(3)
|
All Other Compensation ($)
|
Total ($)
|
||||||||||||
Rajat Bahri | 120,000 | 139,998 | 0 | 0 | 259,998 | ||||||||||||
Cheryl F. Campbell | 140,870 | 139,998 | 0 | 0 | 280,868 | ||||||||||||
Kerry W. Cooper | 120,000 | 139,998 | 0 | 0 | 259,998 | ||||||||||||
Jessica L. Denecour | 135,000 | 139,998 | 0 | 0 | 274,998 | ||||||||||||
Mark E. Ferguson III | 140,000 | 139,998 | 0 | 0 | 279,998 | ||||||||||||
Robert C. Flexon | 220,000 | 219,989 | 0 | 0 | 439,989 | ||||||||||||
W. Craig Fugate | 120,000 | 139,998 | 0 | 0 | 259,998 | ||||||||||||
Arno L. Harris | 120,000 | 139,998 | 0 | 0 | 259,998 | ||||||||||||
Carlos M. Hernandez
(4)
|
97,000 | 139,998 | 0 | 0 | 236,998 | ||||||||||||
Michael R. Niggli | 120,000 | 139,998 | 0 | 0 | 259,998 | ||||||||||||
Dean L. Seavers
(5)
|
148,261 | 139,998 | 0 | 0 | 288,259 | ||||||||||||
William L. Smith | 120,652 | 139,998 | 0 | 0 | 260,650 | ||||||||||||
Benjamin F. Wilson | 150,000 | 139,998 | 0 | 0 | 289,998 |
Stock Ownership Guidelines |
Deferral of Retainers |
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Reimbursement for Travel and Other Expenses |
Retirement Benefits from PG&E Corporation or the Utility |
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Name |
Beneficial
Stock Ownership (1)(2) |
Percent of
Class (3) |
Common
Stock Equivalents (4) |
Total | ||||||||||
Rajat Bahri
(5)
|
26,281 | * | 0 | 26,281 | ||||||||||
Cheryl F. Campbell
(5)
|
41,785 | * | 0 | 41,785 | ||||||||||
Edward G. Cannizzaro
(5)
|
0 | * | 0 | 0 | ||||||||||
Kerry W. Cooper
(5)
|
26,281 | * | 0 | 26,281 | ||||||||||
Jessica L. Denecour
(5)
|
26,281 | * | 0 | 26,281 | ||||||||||
Mark E. Ferguson III
(5)
|
26,281 | * | 0 | 26,281 | ||||||||||
Robert C. Flexon
(5)
|
51,299 | * | 0 | 51,299 | ||||||||||
W. Craig Fugate
(5)
|
26,281 | * | 0 | 26,281 | ||||||||||
Arno L. Harris
(5)
|
34,756 | * | 0 | 34,756 | ||||||||||
Carlos M. Hernandez
(5)
|
0 | * | 0 | |||||||||||
Michael R. Niggli
(5)
|
26,781 | * | 0 | 26,781 | ||||||||||
Patricia K. Poppe
(5)(6)(8)
|
1,269,325 | * | 0 | 1,269,325 | ||||||||||
Sumeet Singh
(5)(7)(8)
|
66,934 | * | 0 | 66,934 | ||||||||||
William L. Smith
(5)
|
199,692 | * | 0 | 199,692 | ||||||||||
Benjamin F. Wilson
(5)
|
0 | * | 26,281 | 26,281 | ||||||||||
Julius Cox
(8)
|
34,390 | * | 0 | 34,390 | ||||||||||
Christopher A. Foster
(8)(9)
|
58,196 | * | 0 | 58,196 | ||||||||||
Jason M. Glickman
(8)
|
0 | * | 0 | 0 | ||||||||||
Marlene M. Santos
(8)
|
165,998 | * | 0 | 165,998 | ||||||||||
John R. Simon
(8)
|
284,437 | * | 160 | 284,597 | ||||||||||
David Thomason
(8)(10)
|
46,253 | 0 | 46,253 | |||||||||||
Adam L. Wright
(8)(11)
|
47,703 | * | 0 | 47,703 | ||||||||||
All PG&E Corporation directors, director nominees, and current executive officers as a group (21 persons) | 2,392,907 | * | 26,441 | 2,419,348 | ||||||||||
All Utility directors, director nominees, and current executive officers as a group (19 persons) | 2,061,206 | * | 26,441 | 2,087,487 |
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Section 16(a) Beneficial Ownership Reporting Compliance
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Class of Stock |
Name and Address of
Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Percent
of Class |
||||||||||||||
Pacific Gas and Electric Company stock
(1)
|
PG&E Corporation
(2)
77 Beale Street,
P.O. Box 770000,
San Francisco, CA 94177
|
264,374,809 | 96.24% | ||||||||||||||
PG&E Corporation common stock |
The Vanguard Group Inc.
100 Vanguard Blvd., Malvern, PA 19355 |
224,115,552 | (3) | 11.28% | |||||||||||||
PG&E Corporation common stock |
Capital Research Global Investors
333 South Hope Street, 55th Floor, Los Angeles, CA 90071 |
200,022,503 | (4) | 10.06% | |||||||||||||
PG&E Corporation common stock |
PG&E Fire Victim Trust
Two Embarcadero Center,
Ste. 1500, San Francisco, CA 94111
|
187,743,590 | (5) | 9.44% | |||||||||||||
PG&E Corporation common stock |
FMR LLC
245 Summer Street, Boston, MA 02210 |
181,252,881 | (6) | 9.11% | |||||||||||||
PG&E Corporation common stock |
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055 |
129,873,577 | (7) | 5.3% | |||||||||||||
Pacific Gas and Electric Company first preferred stock |
Newtyn Management, LLC
60 East 42nd Street, Ste. 960, New York, NY 10165 |
1,248,774 | (8) | 12.10% | |||||||||||||
Pacific Gas and Electric Company first preferred stock |
Shaolin Capital Management LLC
230 NW 24th Street, Ste. 603, Miami, FL 33127 |
1,125,000 | (9) | 10.90% | |||||||||||||
Pacific Gas and Electric Company first preferred stock |
Stonehill Capital Management LLC, et al.
320 Park Avenue, 26th Floor, New York, New York, 10022 |
921,794 | (10) |
8.93%
|
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Board Recommendation |
What are you voting on?
PG&E Corporation and the Utility each asks its respective shareholders to approve, on an advisory basis, the compensation paid for 2022 to the company’s executive officers named in the Summary Compensation Table of this Joint Proxy Statement, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative discussion.
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Vote "FOR" | ||||||||||
Each of PG&E Corporation and the Utility believes that its executive compensation policies and practices for 2022 were effective in tying a significant portion of pay to performance, while providing competitive compensation to attract, retain, and motivate talented executives, and aligning the interests of our executive officers with those of our shareholders. At the Joint Annual Meeting in 2022, shareholders showed high levels of support for the 2021 officer compensation program.
PG&E Corporation’s officer compensation programs for 2022 (which also cover officers of the Utility) generally are designed to meet four objectives. These objectives, and how they were met for 2022, are discussed in more detail the Compensation Discussion & Analysis (CD&A), which can be found immediately following this Proposal 2. These objectives are summarized here.
|
||||||||||||||
Summary of Objectives
•
A significant portion of every officer’s compensation should be tied directly to PG&E Corporation’s performance without promoting excessive risk-taking.
All variable elements of 2022 annual compensation for our Named Executive Officers (NEOs) were tied to corporate operational and/or financial performance and, therefore, provided a direct connection between compensation and performance in the achievement of both key operating results and long-term shareholder value creation. For Patricia K. Poppe, the PG&E Corporation Chief Executive Officer (CEO), approximately 90 percent of 2022 target compensation was tied to corporate performance. For the other NEOs, approximately 74 percent of average 2022 target compensation was tied to corporate performance.
The People and Compensation Committee’s independent compensation consultant during 2022, Meridian Compensation Partners, LLC (Meridian), assessed the pay programs and advised that for 2022 the design of the companies’ incentive pay plans does not encourage excessive risk-taking. As such, incentive plan design posed a low likelihood of incenting employees to engage in behaviors that are likely to have an adverse material impact on the companies.
• A significant component of officer compensation should be tied to PG&E Corporation’s long-term performance for shareholders in the form of long-term incentive awards.
Annual long-term incentive awards for 2022 to NEOs were made entirely in the form of performance share units (PSUs). Consistent with the 2021 framework, awards made in 2022 can be earned depending on performance related to metrics in the areas of customer operations (weighted at 30 percent), public safety (weighted at 40 percent) and financial stability, including a total shareholder return (TSR) metric relative to our 2022 Performance Comparator Group (weighted at 30 percent). PSUs granted in 2022 will vest, if at all, at the end of a three-year period, and their value is tied to the price of PG&E Corporation common stock.
• Target direct compensation (base salary and target incentives) should be competitive with the compensation for comparable officers in the 2022 Pay Comparator Group.
Target direct compensation for NEOs in 2022 was within competitive market range in the 2022 Pay Comparator Group.
• Officer compensation program complies with legal requirements.
The officer compensation structure is designed and reviewed to reflect both the letter and spirit of legal requirements.
|
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COMPENSATION COMMITTEE REPORT
The People and Compensation Committee of the PG&E Corporation Board of Directors has reviewed and discussed this Compensation Discussion and Analysis with management. Based on this review, the related discussions, and such other matters deemed relevant, the People and Compensation Committee has recommended to the Boards of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the year ended December 31, 2022.
Mark E. Ferguson III (Chair)
Kerry W. Cooper
Jessica L. Denecour
Michael R. Niggli
|
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This CD&A provides our shareholders and other stakeholders with information about PG&E Corporation’s and the Utility's performance, compensation framework, compensation decisions, and associated governance for our NEOs in 2022.
PG&E Corporation is a holding company whose primary operating subsidiary is the Utility, a public utility operating in northern and central California. The Utility generates revenues mainly through making investments in operating assets and earning an authorized rate of return on those assets through regulated rates for the sale and delivery of electricity and natural gas to customers. The compensation program described in this CD&A applies to PG&E Corporation and the Utility, with the same philosophy, structure, metrics, and goals applying to both.
As of December 31, 2022, the companies had approximately 26,000 regular employees, eleven of whom were employees of PG&E Corporation. The following table summarizes our NEOs for 2022. Please note that as of December 31, 2022, three individuals concurrently served as principal executive officers (PEOs) of the Utility: Mr. Glickman, Ms. Santos, and Mr. Wright.
|
|||||||||||||||||
1. Executive Summary
|
43 | ||||||||||||||||
2. Compensation Design | 44 | ||||||||||||||||
3. Compensation Governance | 48 | ||||||||||||||||
4. 2022 Compensation Decision and Outcomes
|
52 | ||||||||||||||||
5. 2023 Compensation Structure | 60 | ||||||||||||||||
6. Additional Information | 60 | ||||||||||||||||
PG&E Corporation |
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||||||||||||||
(positions as of 12/31/22) | |||||||||||||||||
Patricia K. Poppe | Christopher A. Foster | John R. Simon | |||||||||||||||
Chief Executive Officer |
Executive Vice President and Chief Financial Officer
(2)
|
Executive Vice President, General Counsel and Chief Ethics & Compliance Officer | |||||||||||||||
Pacific Gas and Electric Company |
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||||||||||||||
(positions as of 12/31/22) | |||||||||||||||||
Jason M. Glickman |
Marlene M. Santos
(1)
|
Adam L. Wright
(1)(3)
|
|||||||||||||||
Executive Vice President, Engineering, Planning & Strategy | Executive Vice President and Chief Customer Officer | Executive Vice President, Operations and Chief Operating Officer | |||||||||||||||
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|||||||||||||||
David S. Thomason | Sumeet Singh | Julius Cox | |||||||||||||||
Vice President, Chief Financial Officer and Controller
(4)
|
Executive Vice President, Chief Risk and Chief Safety Officer
(5)(6)
|
Executive Vice President, People, Shared Services, and Supply Chain
(6)
|
(1) | Also served as NEOs of PG&E Corporation during 2022. | ||||
(2) | Mr. Foster is resigning effective May 4, 2023. | ||||
(3) | Mr. Wright resigned effective February 6, 2023. | ||||
(4) | Mr. Thomason resigned effective January 9, 2023. | ||||
(5) | Mr Singh was elected Executive Vice President, Operations, and Chief Operating Officer of Pacific Gas and Electric Company, effective March 1, 2023. In such position, Mr. Singh also serves as one of three PEOs of the Utility. | ||||
(6) | As of December 31, 2022, also held these positions at PG&E Corporation, although do not have NEO status at PG&E Corporation. | ||||
“Supporting Information” callout boxes are used within the CD&A to provide additional context. |
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Executive Summary
|
2
Based on a comparison in the Utility's General Rate Case testimony of the wildfire risk score for a baseline risk level to a risk level reflecting the Utility’s mitigation work. Risk scores are calculated using the scoring methodology established by the CPUC in the Safety Model Assessment Proceeding, which reflects the frequency with which various risks are expected to occur and the potential safety, reliability, and financial impacts of varying degrees of wildfire severity.
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Core Pay Component and Rationale
(1)
|
2022 NEO Target Direct Compensation Mix
(2)
|
2022 Performance Measures |
Performance
Period |
Form of Payment | ||||||||||
Base Salary
Fixed pay to attract and retain talent; takes account of scope, performance and experience |
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N/A | N/A | Cash | ||||||||||
Short-Term Incentives
Variable pay to incent and recognize performance in areas of short-term strategic importance |
![]() |
• Safety
• Customer • Financial • Individual Specific metrics associated with each category; see below |
One year | Cash | ||||||||||
Long-Term Incentives
Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders |
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• Safety
• Customer • Financial Specific metrics associated with each category; see below |
Three years | PSUs |
Compensation Design |
Objective |
How we achieve this
|
|||||||||||||
Pay for performance |
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• | A significant portion of total compensation is at-risk and based on performance—in 2022, approximately 90 percent of CEO target compensation was at-risk (and an average of 74 percent for other NEOs). | |||||||||||
• | Short- and long-term incentives are earned based on performance reflecting safety, customer, operational, and financial goals, including shareholder returns. | |||||||||||||
• | Metrics and goals are designed so as not to promote excessive risk-taking. | |||||||||||||
Align with shareholders |
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• |
Equity-based compensation, the value of which reflects movements in our stock price, accounted for more than 75 percent of CEO target compensation and an average of 56 percent of other NEOs’ target compensation in 2022.
|
|||||||||||
• | Total shareholder return relative to our Performance Comparator Group is used as a performance measure or modifier. |
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Objective |
How we achieve this
|
|||||||||||||
Provide market competitive pay |
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• | Target direct compensation should be competitive with comparable roles in our Pay Comparator Group. | |||||||||||
• |
Provide a compensation structure that provides for the attraction and retention of talented, experienced executive talent, while ensuring alignment with long-term shareholder interest.
|
|||||||||||||
Comply with legal requirements |
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• | The officer compensation structure is designed and reviewed to reflect both the letter and spirit of legal requirements. |
We Do… | We Do Not… | ||||||||||
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Pay for performance |
Majority of compensation is at risk, linked to company performance and shareholder interests
.
|
![]() |
Pay tax gross-ups |
No tax gross-ups are provided, except for those generally available to all management employees, such as for one-time relocation expenses upon hire.
|
||||||||
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Engage with stakeholders |
Ongoing discussions with key institutional investors and regulators, including on the topic of compensation
.
|
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Permit hedging or pledging |
Our policy prohibits hedging and pledging of either company’s stock.
|
||||||||
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Require meaningful ownership |
Executives subject to share ownership and retention requirements.
|
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Reprice stock options |
Any repricing would require advance shareholder approval.
|
||||||||
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Engage an independent consultant |
The People and
Compensation Committee engages a consultant and annually assesses independence
.
|
![]() |
Provide additional executive service credits |
No granting of additional service under the Supplemental Executive Retirement Plan
.
|
||||||||
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Operate clawback provisions |
Incentive compensation and severance for certain officers is subject to clawback or restriction.
|
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Pay unearned dividends |
No dividends or dividend equivalents are paid on unvested equity awards.
|
||||||||
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Have a double trigger |
Change in control severance requires a change in control and involuntary termination (includes constructive termination for good reason).
|
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Provide excessive benefits or perquisites |
Benefits and perquisites are limited, reflecting market norms.
|
Supporting Information: California Assembly Bill 1054 Considerations |
Supporting Information: Chapter 11 Considerations
—
Plan of Reorganization Order Instituting Investigation
|
Requirement
(1)
|
How We Achieve This
(2)
|
|||||||
Compensation should be structured to promote safety as a priority and to ensure public safety. |
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Incentive plan metrics are weighted toward customer and workforce welfare, placing a priority on public safety. | ||||||
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All long-term incentive awards also incent customer and public welfare directly through customer and safety focused performance metrics and indirectly due to their exposure to absolute and relative stock performance. |
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A significant portion of long-term incentive compensation shall be based on safety, customer satisfaction, engagement, and welfare; the remaining portion may be based on financial performance or other considerations. |
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PSU metrics promote customer experience and public safety. | ||||||
Compensation should be structured to promote utility financial stability. |
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Incentive plan metrics collectively promote customer, public, and workforce safety, thus contributing indirectly to financial stability. | ||||||
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Short-term incentive includes a core earnings per share metric, a measure sensitive to dilution incurred during emergence from Chapter 11. | |||||||
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Long-term incentive awards are subject to a financial or relative TSR metric, either as a modifier or standalone measure, that reduces payouts if our relative returns lag those of other energy companies. |
Incentive compensation should be based on meeting performance metrics that are measurable and enforceable. |
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Incentive plan metrics are designed to be objective, measurable, enforceable, and auditable. | ||||||
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Metrics are predominantly outcome-based, focused on end results rather than operational activity or effort. | |||||||
Guaranteed cash compensation should be limited, with the primary portion of executive officers’ compensation based on the achievement of objective performance metrics.
|
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Compensation structure emphasizes at-risk, performance-based variable pay, making up an average of 76 percent of NEO target compensation in 2022. | ||||||
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Long-term incentive awards are aligned with shareholders and are performance-based through share price exposure (all equity-based compensation) and the application of performance metrics (PSUs). | |||||||
The compensation structure must not include any guaranteed monetary incentives. |
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Short- and long-term incentives are at risk through the application of performance measures and/or share price exposure. | ||||||
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The only guaranteed cash payment is base salary. | |||||||
The compensation should include a significant long-term element based on the electrical corporation’s long-term performance and value, held or deferred for at least three years. |
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Long-term incentive awards represent a significant portion of total compensation. | ||||||
![]() |
Performance-based equity is subject to a three-year performance period. | |||||||
Ancillary compensation that is not aligned with shareholder and taxpayer interests in the electrical corporation should be minimal or eliminated. |
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Effective January 1, 2022, executive officers are no longer eligible to receive perquisites or stipends in lieu of perquisites. |
Notes. | (1) | This is an abbreviated summary of some of the criteria and not intended to be comprehensive or contain formal legal definitions. | ||||||
(2) |
Comments in this column with regard to target compensation refer to the aggregate of salary, target short-term incentive, and the target annual long-term incentive award, with percentages reflecting the proportionate mix of these elements for our NEOs.
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2022 Performance Metric | Short-Term | Long-Term | Why This Matters | ||||||||
SAFETY | |||||||||||
Wildfire risk reduction |
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Public safety measure of the results of work to mitigate wildfire risk and reduce the number of potentially significant wildfires. | |||||||||
Reportable fire ignitions |
![]() |
Public safety measure of the results of work to mitigate wildfire risk and reduce the overall number of wildfires. | |||||||||
Quality pass rate |
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Public safety index measure of the quality of completion of electric system inspections and vegetation management. | |||||||||
Core commitment completion |
![]() |
Public safety measure of the timely completion of five core wildfire mitigation plan commitments. | |||||||||
Total gas dig-ins reductions |
![]() |
Public safety measure of the results of work to mitigate the risk of loss of containment from underground gas transmission and distribution facilities. | |||||||||
Preventable motor vehicle incidents |
![]() |
Employee safety measure of safe driving effectiveness. | |||||||||
DCPP reliability and safety indicator |
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Public safety measure of the results of work to reduce the risk of a nuclear core damaging event with the potential for radiological release; composite metric of 10 performance indicators developed by the nuclear industry. | |||||||||
Safe dam operating capacity |
![]() |
Public safety measure of the results of work to mitigate the risk of large uncontrolled water release. | |||||||||
Non-fatal Serious Injury and Fatality (SIF) actuals |
![]() |
Coworker safety measure of workplace safety effectiveness; includes employees, contractors and subcontractors. | |||||||||
System hardening effectiveness |
![]() |
Public safety and reliability measure assessing actions taken to mitigate the risk of catastrophic wildfires. | |||||||||
Enhanced vegetation management effectiveness |
![]() |
Public safety and reliability measure assessing actions taken to mitigate the risk of catastrophic wildfires. | |||||||||
CUSTOMER | |||||||||||
Customers experiencing multiple unplanned interruptions |
![]() |
Customer experience measure of the results of efforts to promote system reliability. | |||||||||
Gas customer emergency response |
![]() |
Public safety measure of work to reduce risk and increase reliability of service by promoting prompt responses to customer calls, or notifications reporting a gas odor, or gas emergency. | |||||||||
Electric 911 emergency response |
![]() |
Public safety measure of the percentage of incidents where Utility personnel arrive onsite within 60 minutes of a 911 call; promotes prompt response times that reduce public safety risks and frees up public agency resources to respond to other emergency situations. | |||||||||
Customer satisfaction score |
![]() |
Customer experience measure of satisfaction with the services offered by the companies. | |||||||||
System average interruption duration index |
![]() |
Customer experience measure of the results of efforts to promote system reliability. |
Supporting Information: What “Financial Performance” Means for Us | ||
Our business model generates revenue through making investments in operating assets and earning an authorized rate of return on those assets through regulated rates, or “cost of service ratemaking.” There is no guarantee that regulated rates will yield the authorized rate of return; only by managing costs within the framework of authorized rates can we deliver value to shareholders. With limited exceptions, we do not make more money by selling more electricity and gas. Reducing our operating cost, which is tied to customer affordability through our rate-setting process, is directly aligned with creating shareholder value.
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|
2022 Performance Metric | |||||||||||
FINANCIAL | Short-Term | Long-Term | Why This Matters | ||||||||
Non-GAAP core earnings per share |
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Measure to promote and assess financial stability; aligns with cost efficiency; promotes customer affordability; financial stability critical to continued provision of services to customers. | |||||||||
Greater affordability for customers |
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Measure of earnings relative to amounts authorized by our regulators; assesses the efficient deployment of authorized revenues. | |||||||||
Relative TSR |
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Measure to assess relative value created for our shareholders, providing an indirect external assessment of our performance in all other areas. |
Compensation Governance |
Management |
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People and Compensation Committee |
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Boards | ||||||||||
Present proposals to the Committee on aspects of compensation and incentive plan design.
|
Oversee the companies’ compensation programs and makes recommendations to the Boards.
|
Review and approve the Committee’s recommendations related to PG&E Corporation CEO and Utility President (or equivalent officer) pay, and other matters brought to the Boards. | ||||||||||||
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Independent Consultants and Advisors | ||||||||||||||
Provide independent advice to the Committee, including the provision of market data, guidance on incentive plan design and legal/regulatory updates |
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Annual Risk Assessment |
Safety and Nuclear Oversight
Committees’ Input |
Compensation Risk Mitigation
Policies and Practices |
||||||||||||
Annual risk assessment conducted by Meridian covered:
•
Compensation structure and mix
•
Incentive plan structures and associated time horizons
•
Other pay plans
•
Governance of plan design and administration oversight
•
Target and maximum opportunities
•
Nature and mix of performance metrics
•
Risk of earnings manipulation
•
People and Compensation Committee/Board discretion to reduce or eliminate performance
•
Change in control severance provisions
•
Use of risk-mitigation policies and practices (see final column)
•
Regulatory compliance
|
•
Advice regarding appropriate safety and operational incentive measures
•
Assessment of emphasis on and overlap/consistency in safety metrics and weightings, and the extent to which these metrics and weightings support an organization-wide focus on safety
|
•
Executive stock ownership guidelines
•
Clawback policy
•
Hedging and pledging policy
•
Severance and change-in-control benefits
•
Incentive goal-setting approach
|
||||||||||||
For 2022, Meridian concluded that the companies’ compensation arrangements do not encourage excessive risk taking (which also applies to PG&E's CEO and the PEO of the Utility). The companies believe compensation programs and policies are not reasonably likely to have a material adverse effect on either PG&E Corporation or the Utility. |
Roles |
2023 Ownership Targets
(% of Base Salary) |
|||||||
CEO, PG&E Corporation | 600 | % | ||||||
Executive Vice Presidents | 300 | % | ||||||
Senior Vice Presidents | 200 | % | ||||||
Vice Presidents | 100 | % |
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What | Why | |||||||
•
Short-term incentives
•
Long-term cash incentives
•
Equity-based incentives
|
•
Financial restatement with the SEC for any of the three most recently completed fiscal years
•
A material miscalculation with respect to the amount of any payment
•
Individual involvement in fraud or misconduct that caused material financial or reputational harm
|
What | Why | |||||||
•
Severance benefits
|
•
Individual misconduct materially contributes to PG&E Corporation or Utility felony conviction relating to public health or safety or company financial misconduct
|
Pay
Comparator Group |
• | Provides insights into compensation levels and design within companies that PG&E Corporation and the Utility compete with for talent and that are similar in terms of size and business operations. | |||||||||
• | Comprises publicly traded gas and electric energy companies. | ||||||||||
• | Supplemented by pay practice data from surveys for the broader energy services sector and general industry companies based on survey data. | ||||||||||
Performance
Comparator Group |
• | Provides comparative benchmark for PG&E Corporation‘s total shareholder return performance, and other relative industry-standard benchmarks that might be considered in goal setting. | |||||||||
• | Comprises publicly traded gas and electric energy companies that are categorized consistently by the investment community as “regulated” and have a market capitalization of at least $6 billion. |
Company | Pay | Performance | ||||||
AES Corporation |
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Alliant Energy Corporation |
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Ameren Corporation |
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American Electric Power Company, Inc. |
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CenterPoint Energy, Inc. |
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Company | Pay | Performance | ||||||
CMS Energy Corporation |
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Consolidated Edison, Inc. |
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Dominion Energy, Inc. |
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DTE Energy Company |
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Duke Energy Corporation |
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Edison International |
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Entergy Corporation |
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Evergy, Inc. |
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Eversource Energy |
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Exelon Corporation |
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FirstEnergy Corp. |
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NextEra Energy, Inc. |
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NiSource Inc. |
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Pinnacle West Capital Corporation |
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Public Service Enterprise Group |
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Sempra Energy |
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The Southern Company |
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WEC Energy Group, Inc. |
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Xcel Energy Inc. |
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2022 Compensation Decision and Outcomes
|
NEO
(1)
|
Role (as of 12/31/22) | 2022 Salary |
(1)
|
Increase |
(2)
|
||||||||||||
Patricia K. Poppe
|
Chief Executive Officer, PG&E Corporation | $1,400,000 | 4% | ||||||||||||||
Jason M. Glickman | Executive Vice President, Engineering, Planning and Strategy, Pacific Gas and Electric Company | $720,000 | 7% | ||||||||||||||
Marlene M. Santos | Executive Vice President and Chief Customer Officer, Pacific Gas and Electric Company | $875,000 | 6% | ||||||||||||||
Adam L. Wright
(3)
|
Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company | $875,000 | 6% | ||||||||||||||
Christopher A. Foster
(4)
|
Executive Vice President and Chief Financial Officer, PG&E Corporation | $655,000 | 7% | ||||||||||||||
David S. Thomason
(5)
|
Vice President, Controller, and Utility Chief Financial Officer, Pacific Gas and Electric Company | $390,370 | 7% | ||||||||||||||
John R. Simon | Executive Vice President, General Counsel and Chief Ethics & Compliance Officer, PG&E Corporation | $820,000 | 6% | ||||||||||||||
Sumeet Singh
(6)
|
Executive Vice President, Chief Risk and Chief Safety Officer, Pacific Gas and Electric Company | $675,000 | 42% | ||||||||||||||
Julius Cox | Executive Vice President, People, Shared Services and Supply Chain, Pacific Gas and Electric Company | $645,000 | 6% |
Notes. | (1) | Annualized salary as of December 31, 2022. | ||||||
(2) | Increase relative to salary as of December 31, 2021. Salaries were effective March 1, 2022, unless otherwise noted. | |||||||
(3) | Mr. Wright resigned effective February 6, 2023. | |||||||
(4) | Mr. Foster is resigning effective May 4, 2023. | |||||||
(5) | Mr. Thomason resigned effective January 9, 2023. | |||||||
(6) | Mr. Singh’s salary was effective January 1, 2022 in association with his promotion from his prior role as Senior Vice President, Chief Risk Officer. This promotion is also reflected in his salary increase for 2022. |
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Metric |
Definition
(1)
|
||||
Wildfire risk reduction | The count of Fire Ignitions that result in fires equal to or greater than 100 acres in PG&E’s HFTD and reportable to the CPUC per Decision 14-02-015. A reportable fire incident per Decision 14-02-015 is a fire event that meets the following criteria: (i) ignition is associated with PG&E powerlines (both transmission and distribution); (ii) something other than PG&E facilities burned, and (iii) the resulting fire travelled more than one meter from the ignition point. Reportable Fire Ignitions that result in fires ≥100 acres in PG&E’s HFTD for which PG&E submits an Electric Incidents report (EIR) are counted. If the ignition source for a fire ≥100 acres in PG&E’s HFTD is unknown or disputed, it will also be counted if PG&E records a financial reserve associated with that ignition | ||||
Reportable fire ignitions | Fire incidents that meet the following criteria: (i) occur within a PG&E HFTD; (ii) and is reportable to the CPUC per Decision 14-02-015. A reportable fire incident includes all the following: 1) Ignition is associated with PG&E overhead distribution circuits, 2) something other than PG&E facilities burned, and 3) the resulting fire travelled more than one meter from the ignition point. | ||||
Quality pass rate |
Equally weighted index that tracks the quality of four core Wildfire Mitigation programs as measured by:
(i) Percentage of Distribution Inspections performed in HFTD that pass the field Quality Verification reviews and contain no critical defects. (ii) Percentage of Transmission Inspections performed in HFTD that pass the field Quality Verification reviews and contain no critical defects. (iii) Percentage of the completed Enhanced Vegetation Management (EVM) work that passes the Quality Verification field reviews (iv) Percentage of the completed Routine Vegetation Management in HFTD work that passes the Quality Verification reviews |
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Metric |
Definition
(1)
|
||||
Core commitment completion |
The metric measures timely completion of five core commitments across two key areas in the Wildfire Mitigation Plan (WMP):
(i) Reduce Wildfire Potential
: 1) Distribution System Inspections 2) Transmission System Inspections 3) Substation Inspections 4) Replacement of Non-Exempt Expulsion Fuses
(ii) Reduce Impact of PSPS
: 5) Distribution Sectionalization Devices.
The metric is measured as a percentage of the five commitments meeting the time and work volume targets that PG&E commits to in the annual WMP. If the commitment work volume is achieved but the due date is missed (“Late” commitment), it will be considered as missed for the purposes of the metric.
Core Commitment Completion = Distribution Inspections Completion Value (25 percent) + Transmission Inspections Completion Value (25 percent) + Substation Inspections Completion Value (10 percent) + Replacement of Non-Exempt Expulsion Fuses Completion Value (20 percent) + Distribution Sectionalization Devices Completion Value (20 percent)
|
||||
Non-fatal serious injuries actuals |
A work-related high-energy incident from work at/ for PG&E that results in any of the following to employees, contractors, or directly supervised contractors: (i) a life-threatening injury or illness that required immediate life-preserving action that if not applied immediately would likely have resulted in the death of that person; or (ii) a life-altering injury or illness that resulted in a permanent and significant loss of a major body part or organ function.
Metric will include motor vehicle incidents. Metric will be reported as a count. Metric excludes fatalities and potential SIF events. |
||||
Total gas dig-in rate | This metric tracks the number of gas dig-ins per 1,000 Underground Service Alert (USA) tickets received. The dig-in component tracks all gas dig-ins to PG&E gas subsurface installations. A dig-in refers to damage which occurs during excavation activities (impact or exposure) and results in a repair or replacement of an underground gas facility. | ||||
Preventable motor vehicle incidents | A Preventable Motor Vehicle Incident (PMVI) is any incident where the PG&E driver could have but failed to take reasonable steps to prevent the incident. Includes company, rental and personal vehicles driven for company business. Count of all PMVIs*1M/Total Company Miles Driven. | ||||
DCPP reliability and safety indicator | The year-end combined (average) score for Unit 1 and Unit 2, representing a composite of 10 performance indicators for nuclear power generation developed by the nuclear industry and applied to all U.S. nuclear power plants. Indicator performance periods range from 18 to 36 months (rolling). | ||||
Safe dam operating capacity | Measure of operating capability of mechanical equipment used as main control to reduce the enterprise risk of a Large Uncontrolled Water Release (LUWR). Expanded to include planned and unplanned unavailability (previously only unplanned). | ||||
Customers experiencing multiple interruptions | CEMI-5 is the total number of customers experiencing 5 or more sustained interruptions (planned/unplanned) and CEMI-10 is the total number of customers experiencing 10 or more sustained interruptions (planned/unplanned); both metrics are reported as a YTD measure for a rolling 12-month period. Metric calculated as a composite index with total CEMI-5 and CEMI-10 scores each contributing 50 percent. | ||||
Gas emergency response time | The average response time for immediate response (IR) orders. The response time by PG&E is measured from the time PG&E is notified to the time a Gas Service Representative (GSR) or a qualified first responder arrives onsite to the emergency location. PG&E notification time is defined as when a gas emergency order is created and timestamped. | ||||
Electric 911 emergency response | Measures the percentage of time that PG&E personnel respond (are on site) within 60 minutes after receiving a 911 call, with onsite defined as arriving at the premises where the 911 agency personnel are waiting | ||||
Non-GAAP core earnings per share | Financial performance from ongoing core operations, in dollars per share. The measurement is Non-GAAP core earnings. Non-GAAP core earnings excludes non-core items (expenses that Management does not consider representative of ongoing earnings and affects comparability of financial results between periods). For purposes of the 2022 STIP performance, if core earnings is positive, the result will be divided by diluted shares. If core earnings is a loss, the result will be divided by basic shares. |
Notes. | (1) | These are abbreviated summary definitions and may not reflect complete details, including certain exclusions, for each metric. |
Performance Metrics | Weight |
Threshold
(50%) |
Target
(100%) |
Maximum
(200%) |
Actual |
Unweighted
Score |
Weighted
Score |
||||||||||||||||
Safety | |||||||||||||||||||||||
Wildfire Risk Reduction | 15% | 2 | 1 | 0 | 1 | 1.000 | 0.150 | ||||||||||||||||
Reportable Fire Ignitions | 5% | 116 | 103 | 90 | 89 | 2.000 | 0.100 | ||||||||||||||||
Quality Pass Rate | 5% | 0.500 | 1.000 | 2.000 | 0.850 | 0.849 | 0.043 | ||||||||||||||||
Core Commitment Completion | 15% | 80% | 100% | N/A | 100% | 1.000 | 0.150 | ||||||||||||||||
Non-Fatal Serious Injury Actuals | 5% | 2 | 1 | 0 | 4 | 0.000 | 0.000 |
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Operate Safely Index: | |||||||||||||||||||||||
Total Gas Dig-In Rate | 5% | 1.13 | 0.98 | 0.95 | 0.94 | 2.000 | 0.100 | ||||||||||||||||
Preventable Motor Vehicle Incidents | 5% | 2.68 | 2.61 | 2.54 | 2.58 | 1.429 | 0.071 | ||||||||||||||||
DCPP Reliability and Safety Indicator | 5% | 87.40 | 94.00 | 97.40 | 96.00 | 1.588 | 0.079 | ||||||||||||||||
Safe Dam Operating Capacity | 5% | 95.11% | 96.22% | 97.32% | 96.93% | 1.645 | 0.082 | ||||||||||||||||
Customer | |||||||||||||||||||||||
CEMI-5 / CEMI-10 | 5% | 0.500 | 1.000 | 2.000 | 0.850 | 0.850 | 0.043 | ||||||||||||||||
Respond to Emergencies Index: | |||||||||||||||||||||||
Gas Emergency Response | 2.5% | 21 | 20.5 | 20.0 | 19.9 | 2.000 | 0.050 | ||||||||||||||||
Electric 911 Emergency Response | 2.5% | 96.01% | 97.30% | 98.13% | 98.23% | 2.000 | 0.050 | ||||||||||||||||
Financial | |||||||||||||||||||||||
Non-GAAP Core Earnings per Share | 25% | $1.05 | $1.10 | $1.15 | $1.10 | 1.000 | 0.250 | ||||||||||||||||
2022 Overall Short-Term Incentive Plan Company Score
|
1.168 |
NEO
(1)
|
Target Incentive
(percent of Base) |
Target
Incentive |
Company
Score |
Individual Performance Modifier(1) |
Actual
Incentive |
Actual
Incentive (percent of Target) |
||||||||||||||
Patricia K. Poppe | 135% | 1,890,000 | 1.168 | 100 | % | $2,207,520 | 117 | % | ||||||||||||
Jason M. Glickman | 75% | 534,375 | 1.168 | 101 | % | $630,392 | 118 | % | ||||||||||||
Marlene M. Santos | 90% | 780,000 | 1.168 | 109 | % | $993,034 | 127 | % | ||||||||||||
Adam L. Wright | 90% | 780,000 | 1.168 | 100 | % | $911,040 | 117 | % | ||||||||||||
Christopher A. Foster
|
75% | 486,250 | 1.168 | 80 | % | $454,352 | 93 | % | ||||||||||||
David S. Thomason
|
50% | 192,988 | 1.168 | 90 | % | $202,868 | 105 | % | ||||||||||||
John R. Simon | 75% | 609,186 | 1.168 | 102 | % | $725,760 | 119 | % | ||||||||||||
Sumeet Singh
|
75% | 506,250 | 1.168 | 101 | % | $597,213 | 118 | % | ||||||||||||
Julius Cox
|
75% | 479,375 | 1.168 | 100 | % | $559,910 | 117 | % |
Notes. | (1) | The 2022 STIP base award for each NEO was subject to upward or downward adjustment for individual performance on key performance variables. The Individual Performance Modifier can range from zero to 120 percent of the base award, with a potential maximum total award at 200 percent of each NEO’s target opportunity. |
NEO
(1)
|
Role (as of 12/31/22) |
2022 Target
Long-Term Incentive |
2022 Equity Mix | |||||||||||
PSUs | RSUs | |||||||||||||
Patricia K. Poppe | Chief Executive Officer, PG&E Corporation | $9,500,000 | 100% | 0% | ||||||||||
Jason M. Glickman | Executive Vice President, Engineering, Planning and Strategy, Pacific Gas and Electric Company | $1,750,000 | 100% | 0% | ||||||||||
Marlene M. Santos | Executive Vice President and Chief Customer Officer, Pacific Gas and Electric Company | $2,600,000 | 100% | 0% | ||||||||||
Adam L. Wright | Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company | $2,600,000 | 100% | 0% | ||||||||||
Christopher A. Foster | Executive Vice President and Chief Financial Officer, PG&E Corporation | $1,750,000 | 100% | 0% |
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NEO
(1)
|
Role (as of 12/31/22) |
2022 Target
Long-Term Incentive |
2022 Equity Mix | |||||||||||
David S. Thomason | Vice President, Controller, and Utility Chief Financial Officer, Pacific Gas and Electric Company | $400,000 | 100% | 0% | ||||||||||
John R. Simon | Executive Vice President, General Counsel and Chief Ethics & Compliance Officer, PG&E Corporation | $1,750,000 | 100% | 0% | ||||||||||
Sumeet Singh | Executive Vice President, Chief Risk and Chief Safety Officer, Pacific Gas and Electric Company | $1,750,000 | 100% | 0% | ||||||||||
Julius Cox | Executive Vice President, People, Shared Services and Supply Chain, Pacific Gas and Electric Company | $1,250,000 | 100% | 0% |
Performance Metric | Weight |
Threshold
(50%) |
Target
(100%) |
Maximum
(200%) |
||||||||||
Customer Experience | 30% | |||||||||||||
Customer satisfaction score | 15% | 73.0 | 76.0 | 78.5 | ||||||||||
System average interruption duration index (SAIDI) | 15% | 384.2 | 376.7 | 327.9 | ||||||||||
Public Safety | 40% | |||||||||||||
System hardening effectiveness (risk miles) | 20% | 1,701 | 1,790 | 1,956 | ||||||||||
Enhanced vegetation management effectiveness (risk miles) | 20% | 5,400 | 5,670 | 6,210 | ||||||||||
Financial Stability | 30% | |||||||||||||
Greater affordability for customers (millions)
(1)
|
15% | N/D | N/D | N/D | ||||||||||
Relative total shareholder return (TSR)
(2)
|
15% | 25th Percentile | 50th Percentile | 90th Percentile |
Notes: | (1) | The targets are based on non-GAAP core earnings excluding unrecoverable interest expense, compared to authorized earnings. Accordingly, the associated targets are material non-public information and therefore not included in this disclosure. | ||||||
(2) | Comparator companies comprised those listed in our 2022 Performance Comparator Group: Alliant Energy Corporation, Ameren Corporation, American Electric Power Company, Inc., CMS Energy Corporation, Consolidated Edison, Inc., Duke Energy Corporation, Edison International, Evergy, Inc., Eversource Energy, FirstEnergy Corp., NiSource Inc., Pinnacle West Capital Corporation, The Southern Company, WEC Energy Group, Inc., and Xcel Energy Inc. See “Use of Market Data” section on page 46 for details on peer group selection. |
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Performance Metrics | Weight |
Threshold
(50%) |
Target
(100%) |
Maximum (200%) | Actual |
Unweighted
Score |
Weighted
Score |
||||||||||||||||
Customer Experience | 50% | ||||||||||||||||||||||
Customer satisfaction score | 25% | 71.7 | 72.3 | 74.4 | 72.0 | 0.718 | 0.180 | ||||||||||||||||
PSPS notification accuracy | 25% | 98.0% | 99.0% | 99.9% | 98.3% | 0.673 | 0.168 | ||||||||||||||||
Public Safety | 50% | ||||||||||||||||||||||
System hardening | 25% | 919 | 1,021 | 1,225 | 1,036 | 1.073 | 0.268 | ||||||||||||||||
Substation enablement | 25% | 30 | 40 | 50 | 62 | 2.000 | 0.500 | ||||||||||||||||
Financial Modifier | Modifier | ||||||||||||||||||||||
Relative Total Shareholder Return | 0.75 – 1.25 | 25th Percentile | 50th Percentile | 90th Percentile | 100th Percentile | 1.250 | |||||||||||||||||
Overall 2020 PSU Metric Score (with modifier) | 1.395 |
Threshold | Target | Maximum | ||||||||||||
Performance Metric | Weight | (50%) | (100%) | (200%) | ||||||||||
Customer Operations | 35% | |||||||||||||
Customer satisfaction score | 18% | 73% | 75% | 79% | ||||||||||
Public Safety Power Shutoff (PSPS) Notification Accuracy | 18% | 98.00% | 99.00% | 99.90% | ||||||||||
Public Safety | 35% | |||||||||||||
System hardening effectiveness (risk miles) (Original) | 18% | 1,030 | 1,140 | 1,190 | ||||||||||
System hardening effectiveness (risk miles)
(Revised)
|
18% | 985 | 1,090 | 1,138 | ||||||||||
Enhanced vegetation management effectiveness (risk miles) (Original) | 18% | 5,400 | 5,670 | 6,210 | ||||||||||
Enhanced vegetation management effectiveness (risk miles)
(Revised)
|
18% | 3,600 | 3,780 | 4,140 | ||||||||||
Financial Stability | 30% | |||||||||||||
Greater affordability for customers (millions) (Original) | 15% | N/D | N/D | N/D | ||||||||||
Greater affordability for customers (millions)
(Revised)
|
15% | N/D | N/D | N/D | ||||||||||
Relative Total Shareholder Return (TSR)(2) | 15% | 25th Percentile | 50th Percentile | 90th Percentile |
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Benefit | Eligible | Key Features | ||||||
PG&E Corporation Retirement Savings Plan | All NEOs |
•
Tax-qualified 401(k) plan
•
Maximum matching contribution of 75 cents for each dollar contributed, up to:
•
6 percent of base salary for individuals eligible for the final average pay pension benefit
•
8 percent of base salary for individuals eligible for a cash balance pension benefit
•
Matching funds above IRS limits contributed to the NEO’s account in the PG&E Corporation 2005 Supplemental Retirement Savings Plan, a non-qualified deferred compensation plan
|
||||||
Retirement Plan | All NEOs |
•
Utility’s tax-qualified defined benefit plan
•
Takes the form of either a final average pay pension benefit or a cash balance benefit
|
||||||
PG&E Corporation Supplemental Executive Retirement Plan (SERP) | Simon |
•
Non-tax-qualified defined benefit pension plan
•
Frozen to new entrants after 2012
|
||||||
PG&E Corporation Defined Contribution Executive Supplemental Retirement Plan (DC-ESRP) | Poppe, Glickman, Santos, Wright, Foster, Thomason, Singh, and Cox |
•
Non-tax-qualified defined contribution plan
•
Covers all officers elected on or after January 1, 2013
|
Termination
Scenario |
Eligible | Key Provisions | |||||||||
Termination without cause | All NEOs | • |
Cash severance of two-times (CEO) or one-times (other NEOs)
the sum of base salary and STIP target
|
||||||||
• | Pro-rata vesting of PSUs | ||||||||||
• | Continued vesting of unvested RSUs for one year | ||||||||||
• | Continued vesting of stock options for one year, with an exercise period equal to the lesser of one year or the remaining term of the options | ||||||||||
• | Limited COBRA benefits and outplacement services |
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Termination
Scenario |
Eligible | Key Provisions | |||||||||
Termination for cause or resignation when not retirement eligible | All NEOs | Termination for cause or resignation when not retirement eligible: | |||||||||
• | Forfeits all unvested PSUs, RSUs, and stock options | ||||||||||
• | Forfeits any unpaid dividends associated with long-term incentive awards | ||||||||||
Termination following a Change in Control
|
All NEOs (except D. Thomason) | • |
Cash severance of three-times (CEO) or two-times (other NEOs) the sum of base salary and STIP target
|
||||||||
• | LTIP award agreements detail treatment that accelerate vesting of all awards on a change of control (CIC) if either (1) the officer is severed in connection with the CIC, or (2) the award is not continued, assumed, or substituted |
2023 Compensation Structure |
Additional Information |
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Earnings | Earnings per Common Share (Diluted) | |||||||||||||||||||
(in millions, except per share amounts) | 2022 | 2022 | ||||||||||||||||||
PG&E Corporation’s Earnings (Loss) on a GAAP basis | $ | 1,800 | $ | 0.84 | ||||||||||||||||
Non-core items: (1) | ||||||||||||||||||||
Amortization of Wildfire Fund contribution (2) | $ | 344 | $ | 0.16 | ||||||||||||||||
Wildfire-related costs, net of insurance (3) | $ | 254 | $ | 0.12 | ||||||||||||||||
Investigation remedies (4) | $ | 93 | $ | 0.04 | ||||||||||||||||
Bankruptcy and legal costs (5) | $ | 216 | $ | 0.1 | ||||||||||||||||
Strategic repositioning costs (6) | $ | 65 | $ | — | ||||||||||||||||
Fire Victim Trust tax benefit net of securitization (7) | $ | (418) | $ | (0.20) | ||||||||||||||||
Prior period net regulatory impact (8) | $ | (11) | $ | (0.01) | ||||||||||||||||
PG&E Corporation’s Non-GAAP Core Earnings (9) | $ | 2,343 | $ | 1.10 |
(in millions) | Twelve Months December 31, 2022 | |||||||
2019 Kincade fire third-party claims | $ | 225 | ||||||
2019 Kincade fire-related costs | 30 | |||||||
2019 Kincade fire-related legal settlements | 20 | |||||||
2020 Zogg fire third-party claims | 25 | |||||||
2020 Zogg fire-related costs | 25 | |||||||
2020 Zogg fire-related insurance recoveries | (33) | |||||||
2021 Dixie fire-related legal settlements | 43 | |||||||
Wildfire-related costs, net of insurance (pre-tax) | $ | 334 | ||||||
Tax impacts | (80) | |||||||
Wildfire-related costs, net of insurance (post-tax) | $ | 254 |
(in millions) | Twelve Months Ended December 31, 2022 | |||||||
2020 Zogg fire settlement | $ | 10 | ||||||
Paradise restoration and rebuild | 3 | |||||||
Wildfire OII disallowance and system enhancements | 19 | |||||||
2019 Kincade fire settlement | 85 | |||||||
Locate and mark OII system enhancements | 3 | |||||||
Investigation remedies (pre-tax) | $ | 120 | ||||||
Tax impacts | (27) | |||||||
Investigation remedies (post-tax) | $ | 93 |
2023 Joint Proxy Statement
|
62
|
(in millions) | Twelve Months Ended December 31, 2022 | |||||||
Legal and other costs | $ | 75 | ||||||
Exit financing | 81 | |||||||
Securities litigation costs | 145 | |||||||
Bankruptcy and legal costs (pre-tax) | $ | 301 | ||||||
Tax impacts | (85) | |||||||
Bankruptcy and legal costs (post-tax) | $ | 216 |
(in millions) | Twelve Months Ended December 31, 2022 | |||||||
Operating model | $ | 90 | ||||||
Pacific Generation LLC minority interest sale | — | |||||||
Strategic repositioning costs (pre-tax) | $ | 90 | ||||||
Tax impacts | 25 | |||||||
Strategic repositioning costs (post-tax) | $ | 65 |
(in millions) | Twelve Months Ended December 31, 2022 | |||||||
Rate neutral securitization inception charge | $ | 608 | ||||||
Losses, net of gains related to Customer Credit Trust | 19 | |||||||
Fire Victim Trust tax benefit net of securitization (pre-tax) | $ | 627 | ||||||
Tax impacts | (175) | |||||||
Tax benefits from Fire Victim Trust share sales | (870) | |||||||
Fire Victim Trust tax benefit net of securitization (post-tax) | $ | (418) |
(in millions) | Twelve Months Ended December 31, 2022 | |||||||
2011-2014 GT&S capital audit | $ | (78) | ||||||
TO18 and TO19 ROE impact | 63 | |||||||
Prior period net regulatory impact (pre-tax) | $ | (16) | ||||||
Tax impacts | 5 | |||||||
Prior period net regulatory impact (post-tax) | $ | (11) |
2023 Joint Proxy Statement
|
63
|
Summary Compensation Table – 2022
|
Name and
Principal Position |
Year |
Salary ($)
(1)
|
Bonus ($) |
Stock Awards ($)
(2)
|
Option Awards ($)
(3)
|
Non-Equity Incentive Plan Compensation ($)
(4)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(5)
|
All Other Compensation ($)
(6)
|
Total
($) |
||||||||||||||||||||
Patricia K. Poppe
CEO, PG&E Corporation |
2022 | 1,391,667 | 0 | 10,069,628 | 0 | 2,207,520 | 13,269 | 438,509 | 14,120,593 | ||||||||||||||||||||
2021 | 1,344,643 | 6,600,000 | 41,175,002 | 0 | 1,487,578 | 18,198 | 573,050 | 51,198,471 | |||||||||||||||||||||
Jason M. Glickman
EVP, Engineering, Planning and Strategy, Pacific Gas and Electric Company |
2022 | 712,500 | 0 | 1,854,956 | 0 | 630,392 | 8,826 | 112,784 | 3,319,458 | ||||||||||||||||||||
2021 | 450,000 | 500,000 | 1,750,021 | 0 | 287,213 | 13,373 | 74,255 | 3,074,861 | |||||||||||||||||||||
Marlene M. Santos
EVP and Chief Customer Officer, Pacific Gas and Electric Company
|
2022 | 866,667 | 0 | 2,755,918 | 0 | 993,034 | 16,727 | 155,677 | 4,788,022 | ||||||||||||||||||||
2021 | 657,609 | 900,000 | 5,113,471 | 0 | 503,663 | 22,292 | 287,052 | 7,484,086 | |||||||||||||||||||||
Adam L. Wright
(7)
EVP, Operations and COO, Pacific Gas and Electric Company
|
2022 | 869,191 | 0 | 2,755,918 | 0 | 911,040 | 11,992 | 161,777 | 4,709,917 | ||||||||||||||||||||
2021 | 762,596 | 500,000 | 4,200,016 | 0 | 579,212 | 13,695 | 452,641 | 6,508,160 | |||||||||||||||||||||
Christopher A. Foster
(8)
EVP and CFO, PG&E Corporation
|
2022 | 648,333 | 0 | 1,854,956 | 0 | 454,352 | 0 | 100,913 | 3,058,554 | ||||||||||||||||||||
2021 | 627,355 | 0 | 1,330,083 | 0 | 375,723 | 42,320 | 98,653 | 2,474,133 | |||||||||||||||||||||
2020 | 438,095 | 0 | 300,001 | 0 |
145,287
(a)
|
166,195 | 67,636 | 1,117,214 | |||||||||||||||||||||
David S. Thomason
(9)
VP, CFO and Controller, Pacific Gas and Electric Company
|
2022 | 385,975 | 0 | 424,024 | 0 | 202,868 | 0 | 61,633 | 1,074,499 | ||||||||||||||||||||
2021 | 381,858 | 0 | 400,051 | 0 | 200,906 | 28,373 | 65,050 | 1,076,238 | |||||||||||||||||||||
2020 | 353,853 | 0 | 700,002 | 0 | 114,441 | 303,438 | 55,516 | 1,527,251 | |||||||||||||||||||||
John R. Simon
EVP, General Counsel, and Chief Ethics & Compliance Officer, PG&E Corporation
|
2022 | 812,248 | 0 | 1,854,956 | 0 | 725,760 | 11,337 | 36,605 | 3,440,906 | ||||||||||||||||||||
2021 | 841,039 | 0 | 1,750,023 | 0 | 488,657 | 556,326 | 63,945 | 3,699,990 | |||||||||||||||||||||
2020 | 768,786 | 0 | 3,062,499 | 0 | 439,400 | 790,616 | 67,543 | 5,128,845 | |||||||||||||||||||||
Sumeet Singh
EVP, Chief Risk and Chief Safety Officer, PG&E Corporation and Pacific Gas and Electric Company
|
2022 | 675,000 | 0 | 1,854,956 | 0 | 597,213 | 3,251 | 96,811 | 3,227,232 | ||||||||||||||||||||
2021 | 502,000 | 0 | 715,045 | 0 | 273,320 | 48,649 | 80,082 | 1,619,095 | |||||||||||||||||||||
Julius Cox
EVP, People, Shared Services and Supply Chain,
Pacific Gas and Electric Company
|
2022 | 639,167 | 0 | 1,324,950 | 0 | 559,910 | 13,095 | 166,267 | 2,703,389 | ||||||||||||||||||||
2023 Joint Proxy Statement
|
64
|
Fitness
($) |
Executive
Health ($) |
Relocation
Services ($) |
AD&D
($) |
Security Services
($) |
|||||||||||||
P. K. Poppe | 0 | 0 | 121,653 | 54 | 23,532 | ||||||||||||
J. M. Glickman | 0 | 0 | 0 | 54 | 0 | ||||||||||||
M. M. Santos | 0 | 7,700 | 0 | 54 | 0 | ||||||||||||
A. L . Wright | 0 | 7,700 | 0 | 54 | 660 | ||||||||||||
C. A. Foster | 0 | 0 | 0 | 54 | 0 | ||||||||||||
D. S. Thomason | 3,128 | 0 | 0 | 54 | 0 | ||||||||||||
J. R. Simon | 0 | 0 | 0 | 54 | 0 | ||||||||||||
S. Singh | 0 | 0 | 0 | 54 | 0 | ||||||||||||
J. Cox | 0 | 0 | 16,627 | 54 | 28,511 |
Grants of Plan-Based Awards in 2022
|
2023 Joint Proxy Statement
|
65
|
Committee / |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
All Other
Stock Awards: Number of Shares of Stock |
Grant
Date Fair Value of Stock and Option |
||||||||||||||||||||||||||||
Board Action | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Awards | ||||||||||||||||||||||||
Name | Grant Date | Date | ($) | ($) | ($) | (#) | (#) | (#) |
(#)
|
($)
(3)
|
||||||||||||||||||||||
Patricia K. Poppe | 945,000 | 1,890,000 | 3,780,000 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 357,303 | 714,605 | 1,429,210 | 0 | 8,075,037 | |||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 39,170 | 78,340 | 156,680 | 0 | 1,425,007 | |||||||||||||||||||||||
10/12/2022 | 10/12/2022 | 0 | 0 | 0 | 13,259 | 26,517 | 53,034 | 0 | 569,585 | |||||||||||||||||||||||
Jason M. Glickman | 267,188 | 534,375 | 1,068,750 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 65,821 | 131,641 | 263,282 | 0 | 1,487,543 | |||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 7,216 | 14,432 | 28,864 | 0 | 262,504 | |||||||||||||||||||||||
10/12/2022 | 10/12/2022 | 0 | 0 | 0 | 2,442 | 4,884 | 9,768 | 0 | 104,908 | |||||||||||||||||||||||
Marlene M. Santos | 390,000 | 780,000 | 1,560,001 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 97,789 | 195,578 | 391,156 | 0 | 2,210,031 | |||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 10,721 | 21,441 | 42,882 | 0 | 390,006 | |||||||||||||||||||||||
10/12/2022 | 10/12/2022 | 0 | 0 | 0 | 3,629 | 7,257 | 14,514 | 0 | 155,880 | |||||||||||||||||||||||
Adam L.
Wright |
390,000 | 780,000 | 1,560,000 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 97,789 | 195,578 | 391,156 | 0 | 2,210,031 | |||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 10,721 | 21,441 | 42,882 | 0 | 390,006 | |||||||||||||||||||||||
10/12/2022 | 10/12/2022 | 0 | 0 | 0 | 3,629 | 7,257 | 14,514 | 0 | 155,880 | |||||||||||||||||||||||
Christopher A. Foster | 243,125 | 486,250 | 972,500 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 65,821 | 131,641 | 263,282 | 0 | 1,487,543 | |||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 7,216 | 14,432 | 28,864 | 0 | 262,504 | |||||||||||||||||||||||
10/12/2022 | 10/12/2022 | 0 | 0 | 0 | 2,442 | 4,884 | 9,768 | 0 | 104,908 | |||||||||||||||||||||||
David S. Thomason | 96,494 | 192,988 | 385,975 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 15,045 | 30,090 | 60,180 | 0 | 340,017 | |||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 1,650 | 3,299 | 6,598 | 0 | 60,013 | |||||||||||||||||||||||
10/12/2022 | 10/12/2022 | 0 | 0 | 0 | 559 | 1,117 | 2,234 | 0 | 23,993 | |||||||||||||||||||||||
John R. Simon | 304,593 | 609,186 | 1,218,372 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 65,821 | 131,641 | 263,282 | 0 | 1,487,543 | |||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 7,216 | 14,432 | 28,864 | 0 | 262,504 | |||||||||||||||||||||||
10/12/2022 | 10/12/2022 | 0 | 0 | 0 | 2,442 | 4,884 | 9,768 | 0 | 104,908 | |||||||||||||||||||||||
Sumeet Singh | 253,125 | 506,250 | 1,012,500 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 65,821 | 131,641 | 263,282 | 0 | 1,487,543 | |||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 7,216 | 14,432 | 28,864 | 0 | 262,504 | |||||||||||||||||||||||
10/12/2022 | 10/12/2022 | 0 | 0 | 0 | 2,442 | 4,884 | 9,768 | 0 | 104,908 | |||||||||||||||||||||||
Julius Cox | 239,688 | 479,375 | 958,751 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 47,014 | 94,027 | 188,054 | 0 | 1,062,505 | |||||||||||||||||||||||
3/1/2022 | 2/23/2022 | 0 | 0 | 0 | 5,154 | 10,308 | 20,616 | 0 | 187,501 | |||||||||||||||||||||||
10/12/2022 | 10/12/2022 | 0 | 0 | 0 | 1,745 | 3,489 | 6,978 | 0 | 74,944 |
2023 Joint Proxy Statement
|
66
|
Outstanding Equity Awards at Fiscal Year-End – 2022
|
Option Awards | Stock Awards | |||||||||||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable
(1)
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
(2)
|
Option Exercise Price ($) |
Option
Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#)
(3)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
(4)
|
Equity Incentive Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That
Have Not
Vested (#)
(5)
|
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units
or Other Rights
That Have
Not Vested
($)
(4)
|
||||||||||||||||||
P. K. Poppe | 0 | 0 | 0 | 0 | 1,623,745 | 26,402,094 | 1,388,953 | 37,010,898 | ||||||||||||||||||
J. M. Glickman | 0 | 0 | 0 | 0 | 0 | 0 | 300,232 | 7,647,436 | ||||||||||||||||||
M. M. Santos | 0 | 0 | 0 | 0 | 106,053 | 1,724,422 | 435,970 | 11,145,254 | ||||||||||||||||||
A. L. Wright | 0 | 0 | 0 | 0 | 72,926 | 1,185,777 | 452,952 | 11,454,259 | ||||||||||||||||||
C. A. Foster | 3,911 | 0 | 41.26 | 3/1/2028 | 72,203 | 1,174,021 | 228,873 | 6,330,636 | ||||||||||||||||||
D. S. Thomason | 6,354 | 0 | 41.26 | 3/1/2028 | 106,722 | 1,735,300 | 69,692 | 1,762,356 | ||||||||||||||||||
J. R. Simon | 43,989 | 0 | 41.26 | 3/1/2028 | 298,709 | 4,857,008 | 258,699 | 6,869,509 | ||||||||||||||||||
S. Singh | 0 | 0 | 0 | 0 | 112,134 | 1,823,299 | 194,981 | 5,710,154 | ||||||||||||||||||
J. Cox | 0 | 0 | 0 | 0 | 32,362 | 526,206 | 147,845 | 4,234,624 |
2023 Joint Proxy Statement
|
67
|
Outstanding Equity Awards at Fiscal Year-End – 2022 (Continued)
|
Name | Award Date | Award Type | Vesting Schedule | Units # | Total | ||||||||||||
Patricia K. Poppe | 3/1/2021 | RSU | 1/4/2023 | 1,455,103 | |||||||||||||
3/1/2021 | RSU | 3/1/2023 | 84,321 | ||||||||||||||
3/1/2021 | RSU | 3/1/2024 | 84,321 | 1,623,745 | |||||||||||||
Marlene M. Santos | 3/15/2021 | RSU | 3/15/2023 | 106,053 | 106,053 | ||||||||||||
Adam L. Wright | 3/1/2021 | RSU | 3/1/2023 | 72,926 | 72,926 | ||||||||||||
Christopher A. Foster | 3/1/2021 | RSU | 3/1/2023 | 4,862 | |||||||||||||
3/22/2021 | RSU | 3/22/2023 | 8,371 | ||||||||||||||
3/1/2021 | RSU | 3/1/2024 | 4,862 | ||||||||||||||
3/22/2021 | RSU | 3/22/2024 | 8,371 | 26,466 | |||||||||||||
John R. Simon | 3/1/2021 | RSU | 3/1/2023 | 15,953 | |||||||||||||
3/1/2021 | RSU | 3/1/2024 | 15,953 | 31,906 | |||||||||||||
Sumeet Singh | 3/1/2021 | RSU | 3/1/2023 | 6,518 | |||||||||||||
3/1/2021 | RSU | 3/1/2024 | 6,518 | 13,036 | |||||||||||||
Julius Cox | 3/1/2021 | RSU | 3/1/2023 | 26,436 | |||||||||||||
3/1/2021 | RSU | 3/1/2024 | 5,926 | 32,362 |
Patricia K. Poppe | 3/1/2021 | Unearned PSU | 3/1/2024 | 569,491 | |||||||||||||
3/1/2022 | Unearned PSU | 3/1/2025 | 819,462 | 1,388,953 | |||||||||||||
Jason M. Glickman | 5/3/2021 | Unearned PSU | 5/3/2024 | 149,275 | |||||||||||||
3/1/2022 | Unearned PSU | 3/1/2025 | 150,957 | 300,232 | |||||||||||||
Marlene M. Santos | 3/15/2021 | Unearned PSU | 3/15/2024 | 211,694 | |||||||||||||
3/1/2022 | Unearned PSU | 3/1/2025 | 224,276 | 435,970 | |||||||||||||
Adam L. Wright | 3/1/2021 | Unearned PSU | 3/1/2024 | 228,676 | |||||||||||||
3/1/2022 | Unearned PSU | 3/1/2025 | 224,276 | 452,952 | |||||||||||||
Christopher A. Foster | 3/2/2020 | Earned PSU | 2/15/2023 | 45,737 | |||||||||||||
3/1/2021 | Unearned PSU | 3/1/2024 | 21,111 | ||||||||||||||
3/22/2021 | Unearned PSU | 3/22/2024 | 56,805 | ||||||||||||||
3/1/2022 | Unearned PSU | 3/1/2025 | 150957 | 274,610 | |||||||||||||
David S. Thomason | 3/2/2020 | Earned PSU | 2/15/2023 | 106,722 | |||||||||||||
3/1/2021 | Unearned PSU | 3/1/2024 | 35,186 | ||||||||||||||
3/1/2022 | Unearned PSU | 3/1/2025 | 34,506 | 176,414 | |||||||||||||
John R. Simon | 3/2/2020 | Earned PSU | 2/15/2023 | 266,803 | |||||||||||||
3/1/2021 | Unearned PSU | 3/1/2024 | 107,742 | ||||||||||||||
3/1/2022 | Unearned PSU | 3/1/2025 | 150,957 | 525,502 | |||||||||||||
Sumeet Singh | 3/2/2020 | Earned PSU | 2/15/2023 | 99098 | |||||||||||||
3/1/2021 | Unearned PSU | 3/1/2024 | 44,024 | ||||||||||||||
3/1/2022 | Unearned PSU | 3/1/2025 | 150,957 | 294,079 |
2023 Joint Proxy Statement
|
68
|
Julius Cox | 3/1/2021 | Unearned PSU | 3/1/2024 | 40,021 | |||||||||||||
3/1/2022 | Unearned PSU | 3/1/2025 | 107,824 | 147,845 |
Option Exercises and Stock Vested during 2022
|
Option Awards | Stock Awards | |||||||||||||
Name |
Number of Shares Acquired on Exercise
(
#)
|
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#)
(1)
|
Value Realized on Vesting ($)
(1)
|
||||||||||
P. K. Poppe | 0 | 0 | 1,539,423 | 19,054,296 | ||||||||||
J. M. Glickman | 0 | 0 | 0 | 0 | ||||||||||
M. M. Santos | 0 | 0 | 106,052 | 1,219,598 | ||||||||||
A. L. Wright | 0 | 0 | 72,926 | 824,064 | ||||||||||
C. A. Foster | 0 | 0 | 13,233 | 152,212 | ||||||||||
D. S. Thomason | 0 | 0 | 0 | 0 | ||||||||||
J. R. Simon | 0 | 0 | 85,692 | 1,026,204 | ||||||||||
S. Singh | 0 | 0 | 6,518 | 73,653 | ||||||||||
J. Cox | 0 | 0 | 26,435 | 298,716 |
Pension Benefits – 2022
|
Name | Plan Name |
Number
of Years Credited Service (#) |
Present
Value of Accumulated Benefits ($) |
Payments
During Last Fiscal Year ($) |
||||||||||
P. K. Poppe | Pacific Gas and Electric Company Retirement Plan | 1.99 | 31,467 | 0 | ||||||||||
J. M. Glickman | Pacific Gas and Electric Company Retirement Plan | 1.66 | 22,199 | 0 | ||||||||||
M. M. Santos | Pacific Gas and Electric Company Retirement Plan | 1.8 | 39,019 | 0 | ||||||||||
A. L. Wright | Pacific Gas and Electric Company Retirement Plan | 1.92 | 25,687 | 0 | ||||||||||
C. A. Foster | Pacific Gas and Electric Company Retirement Plan | 11.32 | 291,596 | 0 | ||||||||||
D. S. Thomason | Pacific Gas and Electric Company Retirement Plan | 21.13 | 730,173 | 0 | ||||||||||
J. R. Simon | Pacific Gas and Electric Company Retirement Plan | 15.71 | 2,676,099 | 0 | ||||||||||
J. R. Simon | PG&E Corporation Supplemental Executive Retirement Plan | 15.71 | 899,385 | 0 | ||||||||||
S. Singh | Pacific Gas and Electric Company Retirement Plan | 20.64 | 651,546 | 0 | ||||||||||
J. Cox | Pacific Gas and Electric Company Retirement Plan | 1.92 | 29,821 | 0 |
2023 Joint Proxy Statement
|
69
|
Non-Qualified Deferred Compensation – 2022
|
Name | PLAN |
Executive Contributions in Last FY($)
(1)
|
Registrant Contributions in Last FY ($)
(2)
|
Aggregate
Earnings in
Last FY ($)
(3)
|
Aggregate
Withdrawals/ Distribution ($) |
Aggregate Balance at Last FYE
(
$)
(4)
|
||||||||||||||
P. K. Poppe | SRSP Plan | 0 | 76,742 | (9,897) | 0 | 134,346 | ||||||||||||||
DC-ESRP | 0 | 201,547 | (28,634) | 0 | 271,374 | |||||||||||||||
J. M. Glickman | SRSP Plan | 0 | 24,450 | (1,100) | 0 | 30,550 | ||||||||||||||
DC-ESRP | 0 | 69,980 | (9,560) | 0 | 92,757 | |||||||||||||||
M. M. Santos | SRSP Plan | 0 | 43,844 | (4,013) | 0 | 72,831 | ||||||||||||||
DC-ESRP | 0 | 95,923 | (12,720) | 0 | 130,670 | |||||||||||||||
A. L. Wright | SRSP Plan | 0 | 36,776 | (5,125) | 0 | 65,780 | ||||||||||||||
DC-ESRP | 0 | 101,212 | (15,748) | 0 | 140,690 | |||||||||||||||
C. A. Foster | SRSP Plan | 0 | 18,562 | (5,360) | 0 | 44,537 | ||||||||||||||
DC-ESRP | 0 | 71,684 | (33,829) | 0 | 197,651 | |||||||||||||||
D. S. Thomason | SRSP Plan | 100,453 | 11,780 | 12,677 | 0 | 560,303 | ||||||||||||||
DC-ESRP | 0 | 41,082 | (41,583) | 0 | 213,909 |
2023 Joint Proxy Statement
|
70
|
Name | PLAN |
Executive Contributions in Last FY($)
(1)
|
Registrant Contributions in Last FY ($)
(2)
|
Aggregate
Earnings in
Last FY ($)
(3)
|
Aggregate
Withdrawals/ Distribution ($) |
Aggregate Balance at Last FYE
(
$)
(4)
|
||||||||||||||
J. R. Simon | SRSP Plan | 0 | 23,168 | (34,693) | 0 | 2,118,460 | ||||||||||||||
DC-ESRP | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
S. Singh | SRSP Plan | 0 | 18,375 | (1,938) | 0 | 28,681 | ||||||||||||||
DC-ESRP | 0 | 66,382 | 14,342 | 0 | 364,824 | |||||||||||||||
J. Cox | SRSP Plan | 0 | 22,975 | (4,025) | 0 | 46,400 | ||||||||||||||
DC-ESRP | 0 | 64,727 | (10,540) | 0 | 94,964 |
Fund Name | 2022 Return | ||||
Bond Index Fund | -13.15% | ||||
Emerging Markets Enhanced Index Fund | -17.49% | ||||
International Stock Index Fund | -14.02% | ||||
Large Company Stock Index Fund | -18.12% | ||||
Money Market Investment Fund | 1.50% | ||||
Retirement Income Fund | -10.98% | ||||
Short Term Bond Index Fund | -3.70% | ||||
Small Company Stock Index Fund | -25.46% | ||||
Target Date Fund 2020 | -12.20% | ||||
Target Date Fund 2025 | -14.83% | ||||
Target Date Fund 2030 | -17.00% | ||||
Target Date Fund 2035 | -17.84% | ||||
Target Date Fund 2040 | -18.35% | ||||
Target Date Fund 2045 | -18.75% | ||||
Target Date Fund 2050 | -19.08% | ||||
Target Date Fund 2055 | -19.10% | ||||
Target Date Fund 2060 | -19.10% | ||||
Target Date Fund 2065 | -19.16% | ||||
Total US Stock Index Fund | -19.09% | ||||
U.S. Government Bond Index Fund | -7.96% | ||||
World Stock Index Fund | -18.03% |
2023 Joint Proxy Statement
|
71
|
Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability |
Name | Resignation / Retirement ($) | Termination For Cause ($) | Termination Without Cause ($) | Change in Control ($) | Death or Disability ($) | ||||||||||||
Patricia K. Poppe | |||||||||||||||||
Value of Accumulated Pension Benefits | 31,467 | 31,467 | 31,467 | 31,467 | 42,188 | ||||||||||||
Value of Stock Awards Vesting | 0 | 37,003,312 | 48,986,469 | 48,986,469 | |||||||||||||
Severance Payment | 6,580,000 | 9,870,000 | |||||||||||||||
Short-Term Incentive Plan Award | 2,207,520 | 2,207,520 | 2,207,520 | 2,207,520 | |||||||||||||
Health Care Insurance | 0 | 39,246 | 39,246 | ||||||||||||||
Career Transition | 19,500 | 19,500 | |||||||||||||||
Total | 2,238,987 | 31,467 | 45,881,045 | 61,154,202 | 51,236,177 | ||||||||||||
Jason M. Glickman | |||||||||||||||||
Value of Accumulated Pension Benefits | 22,199 | 22,199 | 22,199 | 22,199 | 36,161 | ||||||||||||
Value of Stock Awards Vesting | 0 | 2,436,237 | 4,881,772 | 4,881,772 | |||||||||||||
Severance Payment | 1,246,875 | 2,520,000 | |||||||||||||||
Short-Term Incentive Plan Award | 630,392 | 630,392 | 630,392 | 630,392 | |||||||||||||
Health Care Insurance | 0 | 54,199 | 54,199 | ||||||||||||||
Career Transition | 19,500 | 19,500 | |||||||||||||||
Total | 652,591 | 22,199 | 4,409,401 | 8,128,062 | 5,548,325 | ||||||||||||
Marlene M. Santos | |||||||||||||||||
Value of Accumulated Pension Benefits | 48,215 | 48,215 | 48,215 | 48,215 | 48,215 | ||||||||||||
Value of Stock Awards Vesting | 0 | 5,234,079 | 8,813,294 | 8,813,294 | |||||||||||||
Severance Payment | 1,646,667 | 3,325,000 | |||||||||||||||
Short-Term Incentive Plan Award | 993,034 | 993,034 | 993,034 | 993,034 | |||||||||||||
Health Care Insurance | 0 | 39,246 | 39,246 | ||||||||||||||
Career Transition | 19,500 | 19,500 | |||||||||||||||
Total | 1,041,249 | 48,215 | 7,980,741 | 13,238,289 | 9,854,543 |
2023 Joint Proxy Statement
|
72
|
Name | Resignation / Retirement ($) | Termination For Cause ($) | Termination Without Cause ($) | Change in Control ($) | Death or Disability ($) | ||||||||||||
Adam L. Wright | |||||||||||||||||
Value of Accumulated Pension Benefits | 25,687 | 25,687 | 25,687 | 25,687 | 36,161 | ||||||||||||
Value of Stock Awards Vesting | 0 | 4,880,439 | 8,550,776 | 8,550,776 | |||||||||||||
Severance Payment | 1,646,667 | 3,325,000 | |||||||||||||||
Short-Term Incentive Plan Award | 911,040 | 911,040 | 911,040 | 911,040 | |||||||||||||
Health Care Insurance | 0 | 54,199 | 54,199 | ||||||||||||||
Career Transition | 19,500 | 19,500 | |||||||||||||||
Total | 936,727 | 25,687 | 7,537,532 | 12,886,202 | 9,497,977 | ||||||||||||
Christopher A. Foster | |||||||||||||||||
Value of Accumulated Pension Benefits | 325,396 | 325,396 | 325,396 | 325,396 | 165,060 | ||||||||||||
Value of Stock Awards Vesting | 0 | 2,622,291 | 4,684,929 | 4,684,929 | |||||||||||||
Severance Payment | 1,134,583 | 2,292,500 | |||||||||||||||
Short-Term Incentive Plan Award | 454,352 | 454,352 | 454,352 | 454,352 | |||||||||||||
Health Care Insurance | 0 | 50,989 | 50,989 | ||||||||||||||
Career Transition | 19,500 | 19,500 | |||||||||||||||
Total | 779,748 | 325,396 | 4,607,112 | 7,827,666 | 5,304,341 | ||||||||||||
David S. Thomason | |||||||||||||||||
Value of Accumulated Pension Benefits | 752,258 | 752,258 | 752,258 | 752,258 | 533,378 | ||||||||||||
Value of Stock Awards Vesting | 0 | 1,812,414 | 2,377,131 | 2,377,131 | |||||||||||||
Severance Payment | 578,962 | 1,171,110 | |||||||||||||||
Short-Term Incentive Plan Award | 202,868 | 202,868 | 202,868 | 202,868 | |||||||||||||
Health Care Insurance | 0 | 33,640 | 33,640 | ||||||||||||||
Career Transition | 19,500 | 19,500 | |||||||||||||||
Total | 955,126 | 752,258 | 3,399,642 | 4,556,507 | 3,113,377 | ||||||||||||
John R. Simon | |||||||||||||||||
Value of Accumulated Pension Benefits | 3,945,214 | 3,945,214 | 3,945,214 | 3,945,214 | 2,319,046 | ||||||||||||
Value of Stock Awards Vesting | 5,353,003 | 5,612,398 | 7,835,076 | 7,835,076 | |||||||||||||
Severance Payment | 1,421,434 | 2,870,000 | |||||||||||||||
Short-Term Incentive Plan Award | 725,760 | 725,760 | 725,760 | 725,760 | |||||||||||||
Health Care Insurance | 0 | 54,199 | 54,199 | ||||||||||||||
Career Transition | 19,500 | 19,500 | |||||||||||||||
Payment in Lieu of Post-Retirements Life Insurance | 754,519 | 754,519 | 754,519 | 754,519 | |||||||||||||
Total | 10,778,496 | 4,699,733 | 12,533,024 | 16,204,268 | 10,879,882 | ||||||||||||
Sumeet Singh | |||||||||||||||||
Value of Accumulated Pension Benefits | 627,168 | 627,168 | 627,168 | 627,168 | 318,136 | ||||||||||||
Value of Stock Awards Vesting | 0 | 2,656,655 | 4,537,434 | 4,537,434 | |||||||||||||
Severance Payment | 1,181,250 | 2,362,500 | |||||||||||||||
Short-Term Incentive Plan Award | 597,213 | 597,213 | 597,213 | 597,213 | |||||||||||||
Health Care Insurance | 0 | 54,199 | 54,199 | ||||||||||||||
Career Transition | 19,500 | 19,500 | |||||||||||||||
Total | 1,224,381 | 627,168 | 5,135,984 | 8,198,014 | 5,452,783 | ||||||||||||
Julius Cox | |||||||||||||||||
Value of Accumulated Pension Benefits | 29,821 | 29,821 | 29,821 | 29,821 | 42,188 | ||||||||||||
Value of Stock Awards Vesting | 0 | 1,540,765 | 2,930,166 | 2,930,166 | |||||||||||||
Severance Payment | 1,118,542 | 2,257,500 |
2023 Joint Proxy Statement
|
73
|
Name | Resignation / Retirement ($) | Termination For Cause ($) | Termination Without Cause ($) | Change in Control ($) | Death or Disability ($) | ||||||||||||
Short-Term Incentive Plan Award | 559,910 | 559,910 | 559,910 | 559,910 | |||||||||||||
Health Care Insurance | 0 | 0 | 54,199 | 54,199 | |||||||||||||
Career Transition | 19,500 | 19,500 | |||||||||||||||
Total | 589,731 | 29,821 | 3,322,736 | 5,851,095 | 3,532,264 |
2023 Joint Proxy Statement
|
74
|
2023 Joint Proxy Statement
|
75
|
2023 Joint Proxy Statement
|
76
|
Treatment of Unvested LTIP Awards Upon Termination Without Cause in Connection with a Change in Control (CIC) |
CIC Occurs and Acquiror Does
Not Assume, Continue, or Grant Substitute LTIP Awards |
Termination Within
Three Months Before CIC; Awards Are Assumed, Continued, or Substituted |
Termination Within
Two Years After CIC; Awards Are Assumed, Continued, or Substituted |
|||||||||
Performance
Shares |
Vest upon CIC, payable at end of the performance period, but based on a payout factor measuring TSR for PG&E for the period from the beginning of the performance period to the date of CIC, and assuming performance for other measures was at target | Vest upon CIC, payable at the end of the performance period | Vest upon termination, payable at the end of the performance period | ||||||||
RSUs | Vest upon CIC, settled under the normal schedule | Vest upon CIC, settled under the normal schedule (includes any RSUs that would have continued to vest after termination) | Vest upon termination, settled within 60 days | ||||||||
Stock Options | Vest upon CIC and will be cancelled in exchange for fair value | Vest upon CIC; may be exercised within shorter of remaining term or one year | Vest upon termination; may be exercised within shorter of remaining term or one year |
2023 Joint Proxy Statement
|
77
|
Principal Executive Officers’ (PEO) Pay Ratio – 2022 |
2023 Joint Proxy Statement
|
78
|
Corporation PEOs/NEOs
(1)
|
||||||||||||||||||||||||||||||||||||||
Year |
SCT Total
for PEO #1 |
CAP
to PEO #1 |
SCT Total for PEO #2 |
CAP
to PEO #2 |
SCT Total for PEO #3 |
CAP
to PEO #3 |
ASCT Total for
Non-PEO NEOs |
ACAP
to Non-PEO NEOs |
Value of Initial Fixed $100 Investment Based On: |
Net
Income ($mm) |
Non-GAAP Core EPS
(3)
|
|||||||||||||||||||||||||||
TSR |
Peer Group TSR
(2)
|
|||||||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||||
2022 |
|
|
Not NEO | Not NEO | Not NEO | Not NEO |
|
|
|
|
|
$
|
||||||||||||||||||||||||||
2021 |
|
|
|
|
Not NEO | Not NEO |
|
|
|
|
(
|
$
|
||||||||||||||||||||||||||
2020 | Not NEO | Not NEO |
|
|
|
(
|
|
|
|
|
(
|
$
|
Utility PEOs/NEOs
(1)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Year |
SCT Total
for PEO #1 |
CAP
to PEO #1 |
SCT Total for PEO #2 |
CAP
to PEO #2 |
SCT Total for PEO #3 |
CAP
to PEO #3 |
SCT Total for PEO #4 |
CAP
to PEO #4 |
SCT Total for PEO #5 |
CAP
to PEO #5 |
SCT Total for PEO #6 |
CAP
to PEO #6 |
ASCT Total for
Non-PEO NEOs |
ACAP
to Non-PEO NEOs |
Value of Initial Fixed $100 Investment Based On: |
Net
Income ($mm) |
Non-GAAP Core EPS
(3)
|
|||||||||||||||||||||||||||||||||||||||
TSR |
Peer Group TSR
(2)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (b) | (c) | (b) | (c) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||||||||||||||||
2022 | Not NEO | Not NEO | Not NEO | Not NEO | Not NEO | Not NEO |
|
|
|
|
|
|
|
|
|
|
|
$
|
||||||||||||||||||||||||||||||||||||||
2021 |
|
|
Not NEO | Not NEO | Not NEO | Not NEO |
|
|
|
|
|
|
|
|
|
|
(
|
$
|
||||||||||||||||||||||||||||||||||||||
2020 | Not NEO | Not NEO |
|
|
|
|
Not NEO | Not NEO | Not an NEO | Not NEO | Not an NEO | Not NEO |
|
|
|
|
(
|
$
|
Legend | ||||||||
1) SCT | – |
Summary Compensation Table
|
||||||
2) ASCT | – |
Average Summary Compensation Table
|
||||||
3) CAP | – |
Compensation Actually Paid
|
||||||
4) ACAP | – |
Average Compensation Actually Paid
|
||||||
5) TSR | – |
Total Shareholder Return
|
||||||
6) EPS | – | Earnings Per Share |
2023 Joint Proxy Statement
|
79
|
Year | Corporate PEOs | Utility PEOs | Corporate Non-PEO NEOs | Utility Non-PEO NEOs | ||||||||||
2022 |
|
|
|
|
||||||||||
|
|
|
||||||||||||
|
|
|||||||||||||
2021 |
|
|
|
|
||||||||||
|
|
|
|
|||||||||||
|
||||||||||||||
|
||||||||||||||
2020 |
|
|
|
|
||||||||||
|
|
|
|
|||||||||||
|
||||||||||||||
|
2023 Joint Proxy Statement
|
80
|
Deductions from SCT Total Pay | Additions to SCT Total Pay | ||||||||||||||||||||||
PEO | Year | SCT Total ($) | Amounts Reported in the Summary Compensation Table for Stock Awards ($) | Amounts Reported in the Summary Compensation Table for Pension Value ($) | Fair Value of Equity Awards Calculated in Accordance with Compensation Actually Paid Requirements (a) | Value of Service Cost and Prior Service Cost under the Pension Plans | CAP ($) | ||||||||||||||||
Poppe, P | 2022 |
|
|
|
|
- |
|
||||||||||||||||
2021 |
|
|
|
|
- |
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Smith, W | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 |
|
|
|
(
|
- |
|
|||||||||||||||||
2020 |
|
|
|
|
- |
|
|||||||||||||||||
Johnson, W | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 | - | - | - | - | - | - | |||||||||||||||||
2020 |
|
- |
|
(
|
- |
(
|
|||||||||||||||||
Singh, S | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 |
|
|
|
|
|
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Lewis, M | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 | - | - | - | - | - | - | |||||||||||||||||
2020 |
|
|
|
|
|
|
|||||||||||||||||
Vesey, A | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 | - | - | - | - | - | - | |||||||||||||||||
2020 |
|
- |
|
|
- |
|
|||||||||||||||||
Glickman, J | 2022 |
|
|
|
|
- |
|
||||||||||||||||
2021 |
|
|
|
|
- |
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Santos, M | 2022 |
|
|
|
|
- |
|
||||||||||||||||
2021 |
|
|
|
|
- |
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Wright, A | 2022 |
|
|
|
|
- |
|
||||||||||||||||
2021 |
|
|
|
|
- |
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Average for non-PEO Corporate NEOs | 2022 |
|
|
|
|
|
|
||||||||||||||||
2021 |
|
|
|
|
|
|
|||||||||||||||||
2020 |
|
|
|
|
|
|
|||||||||||||||||
Average for non-PEO Utility NEOs | 2022 |
|
|
- |
|
|
|
||||||||||||||||
2021 |
|
|
|
|
|
|
|||||||||||||||||
2020 |
|
|
|
|
|
|
2023 Joint Proxy Statement
|
81
|
PEO | Year | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | Total Equity Adjustments Reflected in CAP | ||||||||||||||||
Poppe, P | 2022 |
|
|
|
- | - |
|
||||||||||||||||
2021 |
|
- | - | - | - |
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Smith, W | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 |
|
- |
(
|
- | - |
(
|
|||||||||||||||||
2020 |
|
- |
(
|
|
- |
|
|||||||||||||||||
Johnson, W | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 | - | - | - | - | - | - | |||||||||||||||||
2020 | - | - |
|
- |
(
|
(
|
|||||||||||||||||
Singh, S | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 |
|
(
|
- | - | - |
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Lewis, M | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 | - | - | - | - | - | - | |||||||||||||||||
2020 |
|
(
|
(
|
- |
(
|
|
|||||||||||||||||
Vesey, A | 2022 | - | - | - | - | - | - | ||||||||||||||||
2021 | - | - | - | - | - | - | |||||||||||||||||
2020 | - | - |
|
- |
(
|
|
|||||||||||||||||
Glickman, J | 2022 |
|
|
- | - | - |
|
||||||||||||||||
2021 |
|
- | - | - | - |
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Santos, M | 2022 |
|
|
(
|
- | - |
|
||||||||||||||||
2021 |
|
- | - | - | - |
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Wright, A | 2022 |
|
|
(
|
- | - |
|
||||||||||||||||
2021 |
|
- | - | - | - |
|
|||||||||||||||||
2020 | - | - | - | - | - | - | |||||||||||||||||
Average for non-PEO Corporate NEOs | 2022 |
|
|
(
|
- | - |
|
||||||||||||||||
2021 |
|
(
|
(
|
- | - |
|
|||||||||||||||||
2020 |
|
(
|
|
- |
(
|
|
|||||||||||||||||
Average for non-PEO Utility NEOs | 2022 |
|
|
(
|
- | - |
|
||||||||||||||||
2021 |
|
(
|
(
|
- | - |
|
|||||||||||||||||
2020 | $ |
|
$ |
(
|
$ |
|
$ | — | $ |
(
|
$ |
|
2023 Joint Proxy Statement
|
82
|
2023 Joint Proxy Statement
|
83
|
Tabular List of Most Important Measures | ||
|
||
|
||
|
2023 Joint Proxy Statement
|
84
|
Board Recommendation |
What are you voting on?
PG&E Corporation and the Utility each asks its respective shareholders to approve, on an advisory basis, that the frequency of the advisory vote to approve executive compensation be one year.
|
||||||||||
![]() |
Vote "FOR ONE YEAR" | ||||||||||
2023 Joint Proxy Statement
|
85
|
Board Recommendation |
What are you voting on?
PG&E Corporation and the Utility each asks its respective shareholders to ratify the appointment of Deloitte & Touche LLP as that company’s independent auditor for the year ending December 31, 2023.
|
||||||||||
![]() |
Vote "FOR" | ||||||||||
REPORT OF THE AUDIT COMMITTEES
The Audit Committees of PG&E Corporation and Pacific Gas and Electric Company are comprised of independent directors and operate under written charters adopted by their respective Boards. The members of the Audit Committees of PG&E Corporation and the Utility are identical. At both PG&E Corporation and the Utility, management is responsible for internal controls and the integrity of the financial reporting process.
The Audit Committees reviewed and discussed the audited consolidated financial statements of PG&E Corporation and the Utility with management and the independent auditor. The Audit Committees also discussed with the independent auditor the matters that are required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC.
Deloitte & Touche LLP was the independent auditor for PG&E Corporation and the Utility in 2022. Deloitte & Touche LLP provided to the Committees the written disclosures and letter required by applicable requirements of the PCAOB regarding an independent auditor’s communications with an audit committee concerning independence and non-audit services, and the Audit Committees discussed with Deloitte & Touche LLP that firm’s independence.
Based on the Audit Committees’ review and discussions described above, the Audit Committees recommended to the respective Boards and their delegates that the audited consolidated financial statements for PG&E Corporation and the Utility be included in the PG&E Corporation and Pacific Gas and Electric Company Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC.
February 15, 2023
Audit Committees of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company
Benjamin F. Wilson (Chair)
Rajat Bahri
Robert C. Flexon
Arno L. Harris
Carlos M. Hernandez
|
1
“The five names listed above reflect the composition of the Audit Committees as of February 15, 2023, the date of this report of the Audit Committees."
|
2023 Joint Proxy Statement
|
86
|
Selection and Oversight of the Independent Auditor |
Fees Paid to the Independent Auditor During 2022 and 2021
(2)
|
2022 | 2021 | |||||||
Audit Fees | $7.145 million | $6.250 million | ||||||
Audit-Related Fees | $0.365 million | $0.180 million | ||||||
Tax Fees | $0 | $0 | ||||||
All Other Fees | $0 | $0 |
2022 | 2021 | |||||||
Audit Fees | $6.160 million | $5.348 million | ||||||
Audit-Related Fees | $0.340 million | $0.180 million | ||||||
Tax Fees | $0 | $0 | ||||||
All Other Fees | $0 | $0 |
2
The 2022 fee amounts are not final as of the date of this report due to ongoing audit procedures related to potential sale of a minority interest in Pacific Generation LLC.
|
2023 Joint Proxy Statement
|
87
|
Audit Fees |
Audit-Related Fees |
Tax Fees and All Other Fees |
Obtaining Services from the Independent Auditor
|
Category | Description | ||||
Audit services | Audit and review of annual and quarterly financial statements, expressing opinions on the conformity of the audited financial statements with generally accepted accounting principles, auditing management’s assessment of the effectiveness of internal control over financial reporting, and services that only the independent auditor reasonably can provide (e.g., comfort letters, statutory and regulatory audits, attest services, consents, assistance with and review of documents filed with the SEC, and assistance with new accounting standards, laws, and regulations). | ||||
Audit-related services | Assurance and related services that traditionally are performed by the independent auditor (e.g., agreed-upon procedure reports related to contractual obligations and financing activities, nuclear decommissioning trust audits, and attest services). | ||||
Tax services | Advice relating to compliance, tax strategy, tax appeals, and specialized tax issues, all of which also must be permitted under the Sarbanes-Oxley Act. | ||||
Non-audit services | None. |
2023 Joint Proxy Statement
|
88
|
|
||
“2014 LTIP”
refers to the PG&E Corporation 2014 Long-Term Incentive Plan.
|
||
“2021 LTIP”
refers to the PG&E Corporation 2021 Long-Term Incentive Plan.
|
||
“2022 Annual Report”
refers to the PG&E Corporation and Pacific Gas and Electric Company 2022 Joint Annual Report to Shareholders.
|
||
“2023 Annual Meetings”
refers to the 2023 annual meetings of shareholders of PG&E Corporation and the Utility, which will be held concurrently on May 18, 2023.
|
||
“2023 Proxy Materials”
refers to , this Proxy Statement, Joint Notice, Proxy Card or Voting Instruction Card, and the 2022 Annual Report.
|
||
“401(k) Plan”
refers to the PG&E Corporation Retirement Savings Plan or the PG&E Corporation Retirement Savings Plan for Union-Represented Employees.
|
||
“AB 1054”
refers to California Assembly Bill 1054 relating to California utilities and wildfire protections
|
||
“Board”
refers to the Board of Directors of either PG&E Corporation or the Utility, as applicable.
|
||
“CD&A”
refers to the section of the Proxy Statement entitled “Compensation Discussion and Analysis.”
|
||
“CEO”
refers to the position of Chief Executive Officer of PG&E Corporation.
|
||
“CFO”
refers to the position of Chief Financial Officer of PG&E Corporation or the Utility, as appropriate.
|
||
“COO”
refers to the position of Chief Operating Officer of the Utility.
|
||
“Chapter 11”
refers to chapter 11 of title 11 of the U.S. Code.
|
||
“Corporation”
refers to PG&E Corporation.
|
||
“Corporation Board”
refers to the Board of Directors of PG&E Corporation.
|
||
“CPUC”
refers to the California Public Utilities Commission.
|
||
“DEIB”
refers to Diversity, Equity, Inclusion, and Belonging
|
||
“ESG”
refers to Environmental, Social, and Governance topics covered in this Proxy Statement.
|
||
"EVP"
refers to the position of Executive Vice President of PG&E Corporation.
|
||
"GAAP"
refers to Generally Accepted Accounting Principals.
|
||
“Guidelines”
refers to the Corporate Governance Guidelines adopted by the Boards of PG&E Corporation and the Utility.
|
||
“Independent Auditor”
refers to the independent registered public accounting firm.
|
||
“Joint Notice”
refers to the Joint Notice of Annual Meetings of Shareholders of PG&E Corporation and Pacific Gas and Electric Company.
|
||
“LTIP”
refers to the 2014 Long-Term Incentive Plan and/or the 2021 Long-Term Incentive Plan.
|
||
“NEO”
or “Named Executive Officer” refers to an officer who is listed in the Summary Compensation Table of this Proxy Statement.
|
||
“Notice of Internet Availability”
refers to the “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 18, 2023, and Notice of Annual Meetings of Shareholders” for PG&E Corporation or the Utility, as applicable, which was mailed to certain shareholders starting on or about April 6, 2023.
|
||
“NYSE”
refers to the New York Stock Exchange.
|
||
“PEO”
refers to an officer or officers who serve as “principal executive officer” of PG&E Corporation or Pacific Gas and Electric Company, as appropriate.
|
||
“PG&E”
refers to both PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, or the “Utility.”
|
||
“POR OII”
refers to the Plan of Reorganization Order Instituting Investigation proceeding initiated by the CPUC on September 26, 2019.
|
||
“Proxy”
refers to your authorization for another person or persons to vote your shares at the 2023 Annual Meetings, in the manner indicated on the Proxy also may refer to the person or persons so authorized (also called proxy holders).
|
||
“Proxy Card”
refers to your proxy card, on which you may indicate how you would like the named proxy holders to vote your shares at the 2023 Annual Meetings.
|
||
“Proxy Statement”
refers to this 2023 Joint Proxy Statement for PG&E Corporation and the Utility.
|
||
“PSU”
refers to a performance share unit (sometimes also called a performance share).
|
2023 Joint Proxy Statement
|
89
|
“Record Date”
is March 20, 2023. This is the date set by the Boards to determine which shareholders may vote at and attend the 2023 Annual Meetings.
|
||
"RSU"
refers to restricted stock unit.
|
||
“SEC”
refers to the United States Securities and Exchange Commission.
|
||
“Section 16 Officer”
refers to any “officer” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934.
|
||
“STIP”
refers to the Short-Term Incentive Plan.
|
||
“SVP”
refers to the position of Senior Vice President of PG&E Corporation.
|
||
“TSR”
refers to total shareholder return, measured by stock price appreciation and dividends paid, relative to companies in the Performance Comparator Group.
|
||
“Utility”
refers to Pacific Gas and Electric Company, a subsidiary of PG&E Corporation.
|
||
“Voting Instruction Card”
refers to the form used by beneficial shareholders or participants in a 401(k) Plan to transmit instructions to the nominee or the plan trustee, respectively, on how to vote any shares for which that shareholder or plan participant has voting rights.
|
||
“VP”
refers to the position of Vice President.
|
||
“WMP”
refers to PG&E’s Wildfire Mitigation Plan.
|
2023 Joint Proxy Statement
|
90
|
How can I participate in the 2023 Annual Meetings?
|
Who can participate in the 2023 Annual Meetings?
|
How do I vote? |
![]() |
Over the Internet:
You may submit your Proxy and vote your shares over the Internet by going to
proxyvote.com
.
Voting instructions are provided on either your Notice of Internet Access or, if you received your Proxy Materials by mail, your Proxy Card.
|
||||
![]() |
By telephone:
If you received your 2023 Proxy Materials by mail, you may submit your Proxy and vote your shares by calling the toll-free number on the Proxy Card.
|
||||
![]() |
By mail:
If you received your 2023 Proxy Materials by mail, you may submit your Proxy and vote your shares by completing, signing, and dating the Proxy Card and mailing it in the postage-paid envelope provided.
|
2023 Joint Proxy Statement
|
91
|
What is the voting deadline? |
Can I change my vote? |
What vote is required to approve each proposal? |
What is a broker non-vote? |
What shares am I entitled to vote? |
2023 Joint Proxy Statement
|
92
|
Is my vote confidential? |
Who will count the votes? |
How will the 2023 Annual Meetings be conducted?
|
Are the 2023 Proxy Materials for the 2023 Annual Meetings available online?
|
How many copies of the 2023 Proxy Materials will I receive?
|
What does it mean if I receive more than one Notice of Internet Availability or Proxy Card on or about the same time? |
2023 Joint Proxy Statement
|
93
|
What if I submit my Proxy or Voting Instruction Card, but I do not specify how I want my shares voted? |
What if I do not submit my Proxy or Voting Instruction Card? |
How many shares are entitled to vote at the 2023 Annual Meetings?
|
How much will this Proxy solicitation cost? |
How do I correspond with Directors?
|
![]() |
E-Mail:
|
CorporateSecretary@pge.com
|
||||||
![]() |
U.S. Mail:
|
Office of the Corporate Secretary
PG&E Corporation/
Pacific Gas and Electric Company
300 Lakeside Drive
Oakland, CA 94612
|
2023 Joint Proxy Statement
|
94
|
What is the date of the 2024 annual meetings?
|
Can I submit nominees for inclusion in PG&E's proxy materials for the 2024 annual meetings?
|
Can shareholders introduce proposals (other than proxy access proposals, but including director nominations) during the 2024 annual meetings?
|
What is the submission deadline if I want my shareholder proposal to be included in the proxy statement for the 2024 annual meetings?
|
How and where can I make a submission? |
![]() |
E-Mail:
|
CorporateSecretary@pge.com
|
||||||
![]() |
U.S. Mail:
|
Office of the Corporate Secretary
PG&E Corporation/
Pacific Gas and Electric Company
300 Lakeside Drive
Oakland, CA 94612
|
2023 Joint Proxy Statement
|
95
|
2023 Joint Proxy Statement
|
96
|
2023 Joint Proxy Statement
|
97
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
STUART M. McGUIGAN Independent Director Age 66 Director Since 2024 Committees ED&CC SETO | |||
· Ms. Kampling’s experience in strategic leadership, operations, customer perspective, legal and regulatory, human resources/executive compensation, risk management and environmental and safety matters allows her to contribute significantly to the Board’s oversight on these core strategic functions. | |||
· Mr. Marberry’s long history of executive experience in the chemical manufacturing industry provides invaluable insights to the Board with respect to technology and water infrastructure and supply issues. | |||
· Ms. Havanec’s executive leadership background demonstrates strategic experience managing issues involving human resources and capital management, talent acquisition and development, change management, sustainability and governance, and culture. | |||
KARL F. KURZ Board Chair Independent Director Age 63 Director Since 2015 Board Chair Since 2018 | |||
JULIA L. JOHNSON Independent Director Age 62 Director Since 2008 Committees ED&CC Nominating | |||
John C. Griffith, our President (who also served as Chief Financial Officer during 2024) | |||
JEFFREY N. EDWARDS Independent Director Age 64 Director Since 2018 Committees Audit, Finance and Risk (Chair) Nominating |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock
($) |
Non-Equity
Incentive Plan Compensation ($) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings |
All Other
Compensation ($) |
Total ($) |
||||||||||||||||||||||||||||||||
M. Susan Hardwick
Chief Executive
|
|
2024 |
|
$ |
1,126,258 |
|
$ |
— |
|
$ |
4,881,557 |
|
$ |
2,197,831 |
|
$ |
— |
|
$ |
375,084 |
|
$ |
8,580,730 |
|
||||||||||||||||
|
2023 |
|
$ |
1,057,880 |
|
$ |
— |
|
$ |
4,654,564 |
|
$ |
1,678,611 |
|
$ |
— |
|
$ |
329,770 |
|
$ |
7,720,825 |
|
|||||||||||||||||
|
2022 |
|
$ |
975,096 |
|
$ |
100,000 |
|
$ |
4,067,077 |
|
$ |
1,335,400 |
|
$ |
— |
|
$ |
243,180 |
|
$ |
6,720,753 |
|
|||||||||||||||||
John C. Griffith President |
|
2024 |
|
$ |
855,657 |
|
$ |
— |
|
$ |
2,479,082 |
|
$ |
1,336,343 |
|
$ |
— |
|
$ |
211,563 |
|
$ |
4,882,645 |
|
||||||||||||||||
|
2023 |
|
$ |
748,982 |
|
$ |
— |
|
$ |
1,884,974 |
|
$ |
990,538 |
|
$ |
— |
|
$ |
163,754 |
|
$ |
3,788,248 |
|
|||||||||||||||||
|
2022 |
|
$ |
460,099 |
|
$ |
950,000 |
|
$ |
1,812,518 |
|
$ |
554,618 |
|
$ |
— |
|
$ |
234,602 |
|
$ |
4,011,837 |
|
|||||||||||||||||
David M. Bowler Executive Vice President and Chief Financial Officer |
|
2024 |
|
$ |
473,006 |
|
$ |
— |
|
$ |
603,757 |
|
$ |
477,488 |
|
$ |
— |
|
$ |
100,186 |
|
$ |
1,654,437 |
|
||||||||||||||||
Cheryl Norton Executive Vice President and Chief Operating Officer |
|
2024 |
|
$ |
702,927 |
|
$ |
— |
|
$ |
1,530,351 |
|
$ |
956,166 |
|
$ |
1,802,518 |
|
$ |
54,794 |
|
$ |
5,046,756 |
|
||||||||||||||||
|
2023 |
|
$ |
659,678 |
|
$ |
— |
|
$ |
1,336,248 |
|
$ |
654,055 |
|
$ |
2,496,415 |
|
$ |
50,362 |
|
$ |
5,196,758 |
|
|||||||||||||||||
|
2022 |
|
$ |
613,750 |
|
$ |
— |
|
$ |
1,099,808 |
|
$ |
557,974 |
|
$ |
— |
|
$ |
37,887 |
|
$ |
2,309,419 |
|
|||||||||||||||||
Melanie M. Kennedy Executive Vice
President, Chief Human
|
|
2024 |
|
$ |
474,932 |
|
$ |
— |
|
$ |
567,062 |
|
$ |
481,943 |
|
$ |
— |
|
$ |
110,552 |
|
$ |
1,634,489 |
|
||||||||||||||||
|
2023 |
|
$ |
452,489 |
|
$ |
— |
|
$ |
546,560 |
|
$ |
388,974 |
|
$ |
— |
|
$ |
108,014 |
|
$ |
1,496,037 |
|
|||||||||||||||||
|
2022 |
|
$ |
435,545 |
|
$ |
— |
|
$ |
536,434 |
|
$ |
343,585 |
|
$ |
— |
|
$ |
101,460 |
|
$ |
1,417,024 |
|
|||||||||||||||||
Stacy A. Mitchell Executive Vice President and General Counsel |
|
2024 |
|
$ |
463,055 |
|
$ |
— |
|
$ |
576,746 |
|
$ |
460,968 |
|
$ |
— |
|
$ |
70,856 |
|
$ |
1,571,625 |
|
Customers
Customer name | Ticker |
---|---|
Exelon Corporation | EXC |
The Williams Companies, Inc. | WMB |
WEC Energy Group, Inc. | WEC |
Xcel Energy Inc. | XEL |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
GOSS MARTHA CLARK | - | 36,880 | 0 |
Duffy Maureen | - | 24,568 | 0 |
Norton Cheryl | - | 17,552 | 0 |
Kennedy Melanie M | - | 16,240 | 0 |
GALLEGOS JAMES H | - | 10,352 | 0 |
Edwards Jeffrey N | - | 10,213 | 0 |
GALLEGOS JAMES H | - | 8,804 | 0 |
Marberry Michael | - | 7,459 | 0 |
Bowler David | - | 6,739 | 0 |
Sutton Lori | - | 1,466 | 0 |
MCGUIGAN STUART M | - | 658 | 0 |